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 during the course of his employment with the Company and its Subsidiaries he shall become familiar, and during his employment with NQLLC or any of its subsidiaries he has become familiar with the Company's and its Subsidiaries' trade secrets and with other Confidential Information concerning the Company and its predecessors and Subsidiaries and that his services have been and shall continue to be of special, unique and extraordinary value to the Company and its Subsidiaries and therefore Executive agrees that, during the Employment Period and for eighteen months thereafter (the "Noncompete Period"), he shall not directly or indirectly own 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 any business competing with the businesses of the Company or its Subsidiaries, as such businesses exist during the Employment Period or, as of the date of termination or expiration of the Employment Period, are contemplated to exist during the eighteen-month period following the date of termination or expiration of the Employment Period (the "Restricted Business") within any geographical area in which the Company or any of its Subsidiaries engage or plan to engage during the eighteen-month period following the date of termination of the Employment Period. Nothing herein shall prohibit Executive from (i) 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 or (ii) becoming employed, engaged, associated or otherwise participating with a separately managed division or Subsidiary of a competitive business that does not engage in the Restricted Business (provided that services are provided only to such division or Subsidiary).

Non-Compete, Non-Solicitation. (a) In further consideration of the compensation to be paid to Executive Employee hereunder, Executive Employee acknowledges that during in the course of his employment with the Company on and its Subsidiaries after the date hereof he shall become familiar, and during his employment with NQLLC or any of its subsidiaries the Company prior to the date hereof he has become familiar familiar, with the Company's and its Subsidiaries' trade secrets and with other Confidential Information concerning the Company and its predecessors and Subsidiaries its affiliates and that his services have been and shall continue to be of special, unique and extraordinary value to the Company and its Subsidiaries and therefore Executive Company. Therefore, Employee agrees that, during the Employment Period and for eighteen Twenty-Four (24) months thereafter (the "Noncompete Non-compete Period"), he shall not directly or indirectly own 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 any business competing with the businesses of the Company or and its Subsidiaries, affiliates as such businesses exist during the Employment Period or, as of or are in process on the date of the termination or expiration of the Employment Period, are contemplated to exist during the eighteen-month period following the date of termination or expiration of the Employment Period (the "Restricted Business") within any geographical area in the United States in which the Company or any of its Subsidiaries affiliates engage or plan to engage in such businesses. Employee is entitled to receive his Base Salary for the initial Non- compete Period payable in regular installments. Notwithstanding anything to the contrary in this Agreement, the Company may, at its sole option, extend the Non-compete Period for up to two (2) additional 12-month periods by notifying Employee in writing at least 60 days prior to the end of the Non-compete Period or the end of the first 12-month extension thereof. If the Company so exercises its rights under the preceding sentence, Employee shall be entitled to continue to receive his Base Salary (or begin to receive his Base Salary after the termination of the initial Non-compete Period if Employee was not otherwise entitled to receive his Base Salary during the eighteenInitial Non-compete Period) payable in regular installments for such additional 12-month period following and (if elected by the date of termination of the Employment PeriodCompany) such successive 12-month period (subject, in each case, to reductions as provided in this agreement). Nothing herein shall prohibit Executive Employee from (i) 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 Employee has no active participation in the business of such corporation or (ii) becoming employed, engaged, associated or otherwise participating with a separately managed division or Subsidiary of a competitive business that does not engage in the Restricted Business (provided that services are provided only to such division or Subsidiary)corporation.

Non-Compete, Non-Solicitation. The Executive agrees that: While the Executive is employed by the Company, the Executive will not, directly or indirectly, compete with the business conducted by the Company, and the Executive will not, directly or indirectly, provide any services to a Competitor. For a period of twelve (a12) In further consideration of months (the compensation to be paid to Executive hereunder, Executive acknowledges that during “Non-Competition Period”) after the course of his Executive’s employment with the Company and its Subsidiaries he shall become familiarends for any reason, and during his the Executive will not compete with the Company by performing or causing to be performed the same or similar types of duties or services that the Executive performed for the Company for a Competitor of the Company in any capacity whatsoever, directly or indirectly, within any city or county of the continental United States in which, at the time the Executive’s employment with NQLLC the Company ends, the Company provides services or products, offers to provide services or products, or has documented plans to provide or offer to provide services or products within the Non-Competition Period provided that the Executive has knowledge of those plans at the time the Executive’s employment with the Company ends (the “Service Area”). Additionally, the Executive agrees that during the Non-Competition Period, the Executive will not, directly or indirectly, sell, attempt to sell, provide or attempt to provide, any wireline telecommunication services, including but not limited to internet services, to any person or entity who was a customer or an actively sought prospective customer of its subsidiaries he has become familiar the Company, at any time during the Executive’s employment with the Company's . The restrictions set forth above shall immediately terminate and its Subsidiaries' trade secrets shall be of no further force or effect in the event of a default by the Company in the payment of any consideration, if any, to which the Executive is entitled under Section 8(i) below, which default is not cured within thirty (30) days after written notice thereof. The Executive acknowledges and with other agrees that because of the nature of the Company’s business, the nature of the Executive’s job responsibilities, and the nature of the Confidential Information concerning and Trade Secrets of the Company which the Company will give the Executive access to, any breach of this provision by the Executive would result in the inevitable disclosure of the Company’s Trade Secrets and Confidential Information to its direct competitors. While the Executive is employed by the Company and its predecessors during the Non-Competition Period, the Executive will not, directly or indirectly, solicit or encourage any employee of the Company to terminate employment with the Company; hire, or cause to be hired, for any employment by a Competitor, any person who within the preceding twelve (12) month period has been employed by the Company, or assist any other person, firm, or corporation to do any of the acts described in this subsection (c). The Executive acknowledges and Subsidiaries agrees that the Company has a legitimate business interest in preventing him from engaging in activities competitive with it as described in this Section 8 and that his services have been any breach of this Section 8 would constitute a material breach of this Section 8 and shall continue this Agreement. The Company may notify anyone employing the Executive or evidencing an intention to be of special, unique and extraordinary value employ the Executive during the Non-Competition Period as to the Company existence and its Subsidiaries provisions of this Agreement and therefore may provide such person or organization a copy of this Agreement. The Executive agrees that, that the Executive will provide the Company with a notice containing the identity of any employer the Executive plans to go to work for during the Employment Non-Competition Period along with the Executive’s anticipated job title, anticipated job duties with any such employer, and anticipated start date. The Company will analyze the proposed employment and make a determination as to whether it would violate this Section 8. The Company will notify the Executive in writing within ten (10) business days following the receipt of the Executive’s notice as to whether or not the Company objects to the proposed employment. The Executive further agrees to provide a copy of this Agreement to anyone who employs the Executive during the Non-Competition Period. The Executive acknowledges and agrees that this Section 8 is intended to limit the Executive’s right to compete only to the extent necessary to protect the Company’s legitimate business interest. The Executive acknowledges and agrees that the Executive will be reasonably able to earn a livelihood without violating the terms of this Section 8. If any of the provisions of this Section 8 should ever be deemed to exceed the time, geographic area, or activity limitations permitted by applicable law, the Executive agrees that such provisions may be reformed to the maximum time, geographic area and activity limitations permitted by applicable law, and the Executive authorizes a court or other trier of fact having jurisdiction to so reform such provisions. In the event the Executive breaches any of the restrictions or provisions set forth in this Section 8, the Executive waives and forfeits any and all rights to any further benefits under this Agreement, including but not limited to the consideration set forth in subsection (i) below as well as any additional payments, compensation, benefits or severance pay he may otherwise be entitled to receive under this Agreement. Additionally, in the event the Executive breaches any of the restrictions or provisions set forth in this Section 8, the Executive agrees to repay the Company for eighteen months thereafter any of the consideration set forth in subsection (i) below that the "Noncompete Period")Executive received prior to the breach as well as any additional payments, he shall not directly compensation, benefits or indirectly own any severance pay the Executive might otherwise have previously received under Section 4(c) of this Agreement. For purposes of this Section 8, the following definitions will apply: “Directly or indirectly” as used in this Agreement includes an interest inin or participation in a business as an individual, managepartner, controlshareholder, participate inowner, consult withdirector, render services forofficer, be employed in an executiveprincipal, managerial or administrative capacity byagent, employee, consultant, trustee, lender of money, or in any manner engage in any business competing with the businesses other capacity or relation whatsoever. The term includes actions taken on behalf of the Company Executive or its Subsidiaries, as such businesses exist during on behalf of any other person. “Directly or indirectly” does not include the Employment Period or, as ownership of the date of termination or expiration of the Employment Period, are contemplated to exist during the eighteen-month period following the date of termination or expiration of the Employment Period less than five percent (the "Restricted Business"5%) within any geographical area in which the Company or any of its Subsidiaries engage or plan to engage during the eighteen-month period following the date of termination of the Employment Period. Nothing herein shall prohibit Executive from (i) being a passive owner of not more than 2% of the outstanding stock shares of any class of a corporation which is corporation, if such shares are publicly traded, so long as Executive has no active participation traded in the business of such corporation over-the-counter market or (ii) becoming employed, engaged, associated or otherwise participating with listed on a separately managed division or Subsidiary of a competitive business that does not engage in the Restricted Business (provided that services are provided only to such division or Subsidiary)national securities exchange.

Non-Compete, Non-Solicitation. The Executive agrees that: While the Executive is employed by the Company, the Executive will not, directly or indirectly, compete with the business conducted by the Company, and the Executive will not, directly or indirectly, provide any services to a Competitor. For a period of twelve (a12) In further consideration of months (the compensation to be paid to Executive hereunder, Executive acknowledges that during “Non-Competition Period”) after the course of his Executive’s employment with the Company and its Subsidiaries he shall become familiarends for any reason, and during his the Executive will not compete with the Company by performing or causing to be performed the same or similar types of duties or services that the Executive performed for the Company for a Competitor of the Company in any capacity whatsoever, directly or indirectly, within any city or county of the continental United States in which, at the time the Executive’s employment with NQLLC the Company ends, the Company provides services or products, offers to provide services or products, or has documented plans to provide or offer to provide services or products within the Non-Competition Period provided that the Executive has knowledge of those plans at the time the Executive’s employment with the Company ends (the “Service Area”). Additionally, the Executive agrees that during the Non-Competition Period, the Executive will not, directly or indirectly, sell, attempt to sell, provide or attempt to provide, any wireline telecommunication services, including but not limited to internet services, to any person or entity who was a customer or an actively sought prospective customer of its subsidiaries he has become familiar the Company, at any time during the Executive’s employment with the Company's . The restrictions set forth above shall immediately terminate and its Subsidiaries' trade secrets shall be of no further force or effect in the event of a default by the Company in the payment of any consideration, if any, to which the Executive is entitled under Section 8(i) below, which default is not cured within thirty (30) days after written notice thereof. The Executive acknowledges and with other agrees that because of the nature of the Company’s business, the nature of the Executive’s job responsibilities, and the nature of the Confidential Information concerning and Trade Secrets of the Company which the Company will give the Executive access to, any breach of this provision by the Executive would result in the inevitable disclosure of the Company’s Trade Secrets and Confidential Information to its direct competitors. While the Executive is employed by the Company and its predecessors during the Non-Competition Period, the Executive will not, directly or indirectly, solicit or encourage any employee of the Company to terminate employment with the Company; hire, or cause to be hired, for any employment by a Competitor, any person who within the preceding twelve (12) month period has been employed by the Company, or assist any other person, firm, or corporation to do any of the acts described in this subsection (c). The Executive acknowledges and Subsidiaries agrees that the Company has a legitimate business interest in preventing her from engaging in activities competitive with it as described in this Section 8 and that his services have been any breach of this Section 8 would constitute a material breach of this Section 8 and shall continue this Agreement. The Company may notify anyone employing the Executive or evidencing an intention to be of special, unique and extraordinary value employ the Executive during the Non-Competition Period as to the Company existence and its Subsidiaries provisions of this Agreement and therefore may provide such person or organization a copy of this Agreement. The Executive agrees that, that the Executive will provide the Company with a notice containing the identity of any employer the Executive plans to go to work for during the Employment Non-Competition Period along with the Executive’s anticipated job title, anticipated job duties with any such employer, and anticipated start date. The Company will analyze the proposed employment and make a determination as to whether it would violate this Section 8. The Company will notify the Executive in writing within ten (10) business days following the receipt of the Executive’s notice as to whether or not the Company objects to the proposed employment. The Executive further agrees to provide a copy of this Agreement to anyone who employs the Executive during the Non-Competition Period. The Executive acknowledges and agrees that this Section 8 is intended to limit the Executive’s right to compete only to the extent necessary to protect the Company’s legitimate business interest. The Executive acknowledges and agrees that the Executive will be reasonably able to earn a livelihood without violating the terms of this Section 8. If any of the provisions of this Section 8 should ever be deemed to exceed the time, geographic area, or activity limitations permitted by applicable law, the Executive agrees that such provisions may be reformed to the maximum time, geographic area and activity limitations permitted by applicable law, and the Executive authorizes a court or other trier of fact having jurisdiction to so reform such provisions. In the event the Executive breaches any of the restrictions or provisions set forth in this Section 8, the Executive waives and forfeits any and all rights to any further benefits under this Agreement, including but not limited to the consideration set forth in subsection (i) below as well as any additional payments, compensation, benefits or severance pay she may otherwise be entitled to receive under this Agreement. Additionally, in the event the Executive breaches any of the restrictions or provisions set forth in this Section 8, the Executive agrees to repay the Company for eighteen months thereafter any of the consideration set forth in subsection (i) below that the "Noncompete Period")Executive received prior to the breach as well as any additional payments, he shall not directly compensation, benefits or indirectly own any severance pay the Executive might otherwise have previously received under Section 4(c) of this Agreement. For purposes of this Section 8, the following definitions will apply: “Directly or indirectly” as used in this Agreement includes an interest inin or participation in a business as an individual, managepartner, controlshareholder, participate inowner, consult withdirector, render services forofficer, be employed in an executiveprincipal, managerial or administrative capacity byagent, employee, consultant, trustee, lender of money, or in any manner engage in any business competing with the businesses other capacity or relation whatsoever. The term includes actions taken on behalf of the Company Executive or its Subsidiaries, as such businesses exist during on behalf of any other person. “Directly or indirectly” does not include the Employment Period or, as ownership of the date of termination or expiration of the Employment Period, are contemplated to exist during the eighteen-month period following the date of termination or expiration of the Employment Period less than five percent (the "Restricted Business"5%) within any geographical area in which the Company or any of its Subsidiaries engage or plan to engage during the eighteen-month period following the date of termination of the Employment Period. Nothing herein shall prohibit Executive from (i) being a passive owner of not more than 2% of the outstanding stock shares of any class of a corporation which is corporation, if such shares are publicly traded, so long as Executive has no active participation traded in the business of such corporation over-the-counter market or (ii) becoming employed, engaged, associated or otherwise participating with listed on a separately managed division or Subsidiary of a competitive business that does not engage in the Restricted Business (provided that services are provided only to such division or Subsidiary)national securities exchange.

Non-Compete, Non-Solicitation. (a) In further consideration of the compensation to be paid to Executive hereunder, Executive Xxxxxx acknowledges that during the course of his Xxxxxx’s employment with the Company Company, Xxxxxx has and its Subsidiaries he shall become familiar, and during his employment with NQLLC or any of its subsidiaries he has will become familiar with the Company's and its Subsidiaries' ’s trade secrets and with other Confidential Information concerning the Company and its predecessors and Subsidiaries Affiliates and that his Holder’s services have been and shall continue to will be of special, unique and extraordinary value to the Company and its Subsidiaries Affiliates. Therefore, and therefore Executive in further consideration of the Restricted Stock Units to be granted to Holder hereunder, Xxxxxx agrees to the covenants set forth in this section and acknowledges that (i) the covenants set forth herein are reasonably limited in time and in all other respects, (ii) the covenants set forth herein are reasonably necessary for the protection of the Company, and (iii) the covenants set forth herein have been made in order to induce the Company to enter into this Award Agreement and the Company would not have entered into this Award Agreement but for Holder’s agreement to such covenants. Holder agrees that, during the Employment Period period commencing on the date hereof and for eighteen months thereafter ending on the two year anniversary of Xxxxxx’s Termination (the "Noncompete “Restricted Period"”), he Holder shall not directly or indirectly own any interest in, manage, control, engage in, participate in, consult with, contribute to or render services forfor (as an officer, be employed in an executivedirector, managerial or administrative capacity by, employee or in any manner engage other regard), any Person that is in any business competing which competes with the businesses of any business that the Company and/or its Affiliates conducts or its Subsidiarieshas specific plans to conduct at the time of Holder’s Termination anywhere in the world; provided that, as such businesses exist during the Employment Period or, as of the date of termination or expiration of the Employment Period, are contemplated to exist during the eighteen-month period following the date of termination or expiration of the Employment Period (the "Restricted Business") within any geographical area in which the Company or any of its Subsidiaries engage or plan to engage during the eighteen-month period following the date of termination of the Employment Period. Nothing nothing herein shall prohibit Executive Holder from (i) being a passive owner of not more less than 2% of the outstanding stock of any class of a corporation which is publicly traded, so long as Executive Holder has no active participation in the business of such corporation corporation. During the Restricted Period, Holder shall not directly, or indirectly through another entity, (i) solicit or induce or attempt to solicit or induce any employee of the Company or any Affiliate to leave the employ of the Company or such Affiliate, or in any way interfere with the relationship between the Company or any Affiliate and any employee thereof, (ii) becoming employedhire any person who was an employee of the Company or any Affiliate at any time from 6 months prior to the date hereof through the Holder’s Termination, engaged, associated (iii) make any statement or otherwise participating with a separately managed division do any act intended to cause existing or Subsidiary potential customers of a the Company or any Affiliate to make use of the services or purchase the products of any competitive business or (iv) 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, or materially and adversely change the terms of its business with, the Company or such Affiliate, or in any way interfere with the relationship between any such customer, supplier, licensee, licensor, franchisee or business relation and the Company or any Affiliate. If the Committee determines in good faith that does not engage Xxxxxx has breached or threatened to breach any of the covenants contained herein, or any restrictive covenant contained in an employment agreement or other agreement between Holder and any of the Restricted Business (provided that services are provided only Company or any of its Affiliates, to such division or Subsidiary).the extent permitted by applicable law:

Non-Compete, Non-Solicitation. (a) In further consideration of During the compensation to be paid to Executive hereunder, Executive acknowledges that during period beginning on the course of his employment with Closing Date and ending on the Company and its Subsidiaries he shall become familiar, and during his employment with NQLLC or any of its subsidiaries he has become familiar with the Company's and its Subsidiaries' trade secrets and with other Confidential Information concerning the Company and its predecessors and Subsidiaries and that his services have been and shall continue to be of special, unique and extraordinary value to the Company and its Subsidiaries and therefore Executive agrees that, during the Employment Period and for eighteen months thereafter second (2nd) anniversary thereof (the "Noncompete Period"“Non-Compete Term”), he Sellers and their Controlled Affiliates shall not not, directly or indirectly indirectly, own any an equity interest in, or manage, operate or control, participate in, consult with, render services for, be employed any Person engaged in an executive, managerial or administrative capacity by, or in any manner engage in any business competing with the businesses of the Company or its Subsidiaries, as such businesses exist during the Employment Period or, as of the date of termination or expiration of the Employment Period, are contemplated to exist during the eighteen-month period following the date of termination or expiration of the Employment Period (the "Restricted Business") within any geographical area in which the Company or any of its Subsidiaries engage or plan to engage during the eighteen-month period following the date of termination of the Employment Period. Nothing herein shall prohibit Executive from (i) 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 or (ii) becoming employed, engaged, associated or otherwise participating with a separately managed division or Subsidiary of a competitive business that does not engage in the Restricted Banking Business in the Restricted Territory (a “Competing Banking Business”). (b) Sellers have delivered to Purchaser a list of the Restricted Customers and a list of the Excluded Customers, in each case, prior to the date of this Agreement. Such lists shall be updated by Sellers and delivered to Purchaser within two (2) Business Days prior to the Closing Date to reflect the then-current lists of Restricted Customers and Excluded Customers; provided that such lists shall be delivered in preliminary form to Purchaser for review at least twenty (20) Business Days prior to the Closing Date. During the Non-Compete Term, Sellers and their Controlled Affiliates shall not, directly or indirectly, solicit any Restricted Customers for financial products or services in the Restricted Territory. (c) For the avoidance of doubt, notwithstanding the foregoing, nothing in this Section 5.7 shall prohibit or in any way limit the following: (i) the provision of services or products by any Person other than Sellers or any of their Controlled Affiliates; (ii) the provision of services or products by Sellers or any of their Affiliates, directly or through trading platforms, to (A) the Excluded Customers or (B) any other customers of Sellers or any of their Affiliates (other than the Restricted Customers) that have a bona fide non-U.S. banking relationship with Sellers or any of their Affiliates, which may involve the provision of products or services that are provided only incidental to such division the non-U.S. banking relationship through branches or Subsidiaryoffices of Sellers or any depository institution Affiliate of Sellers (which, for the avoidance of doubt, may have branches or offices in the Restricted Territory).;

Non-Compete, Non-Solicitation. (a) In further consideration of Except as is set forth below, for a period commencing on the compensation date hereof and ending on the date either 18 or 36 months (as determined below) after the Executive ceases to be paid to Executive hereunder, Executive acknowledges that during the course of his employment with employed by the Company and its Subsidiaries he shall become familiar, and during his employment with NQLLC or any of its subsidiaries he has become familiar with the Company's and its Subsidiaries' trade secrets and with other Confidential Information concerning the Company and its predecessors and Subsidiaries and that his services have been and shall continue to be of special, unique and extraordinary value to the Company and its Subsidiaries and therefore Executive agrees that, during the Employment Period and for eighteen months thereafter (the "Noncompete Non-Competition Period"), he the Executive shall not in the United States of America, directly or indirectly own indirectly, either for himself or any interest inother person, own, manage, control, materially participate in, consult withinvest in, permit his name to be used by, act as consultant or advisor to, render material services forfor (alone or in association with any person, be employed in an executivefirm, managerial corporation or administrative capacity by, other business organization) or otherwise assist in any manner engage any entity that engages in or owns, invests in, manages or controls any venture or enterprise engaged in a banking business competing that is in actual competition with the businesses Company (or any other business of the type that constitutes a substantial portion of the Company's business at the date the Executive ceases to be employed by the Company) (collectively, a "Competitor"); provided, however, that the restrictions set forth above shall immediately terminate and shall be of no further force or effect (i) in the event of a default by the Company in the payment of any compensation or its Subsidiariesbenefits to which the Executive is entitled hereunder, as such businesses exist which default is not cured within ten (10) days after written notice thereof, or (ii) at the election of the Executive if the Executive's employment has been terminated by the Company other than for Cause and if the Executive (A) gives written notice to the Company during the Employment Non-Competition Period or, as that he desires to accept employment with a Competitor; and (B) agrees that the severance payment specified in Section 4(a)(i) hereof shall be mitigated by the amount of salary and pro rata target bonus payable to the date Executive by the Competitor based on the Executive's initial terms of termination or expiration of the Employment Period, are contemplated employment and attributable to exist employment during the eighteenNon-month period following the date of termination or expiration of the Employment Competition Period (it being understood that the "Restricted Business") within any geographical area in which amount of such mitigated severance shall be paid by the Executive to the Company or any of its Subsidiaries engage or plan in a lump-sum payment within thirty (30) days after the Executive commences employment with the Competitor and shall not be subject to engage during subsequent adjustments based on amounts actually paid to the eighteen-month period following Executive by the date of termination of the Employment PeriodCompetitor). Nothing herein shall prohibit the Executive from (i) being a passive owner of not more than 2% of the outstanding stock of any class equity securities of a corporation engaged in such business which is publicly traded, so long as Executive he has no active participation in the business of such corporation or (iicorporation. If the Employee receives severance payments in accordance with Section 4(a)(ii)(A) becoming employedof this Agreement, engagedthen the length of the Non-Competition Period shall be 36 months. In all other instances, associated or otherwise participating with a separately managed division or Subsidiary of a competitive business that does not engage in the Restricted Business (provided that services are provided only to such division or Subsidiary)it shall be 18 months.

Non-Compete, Non-Solicitation. (a) In further consideration of the compensation to be paid to Executive hereunderhereby acknowledges that, Executive acknowledges that during the course of his employment with the Company and its Subsidiaries he shall become familiar, and during his employment with NQLLC or any of its subsidiaries he has and shall become familiar with the Company's ’s and its Subsidiaries' affiliates’ trade secrets and with other Confidential Information concerning Information. Executive acknowledges and agrees that the Company and its predecessors and affiliates would be irreparably damaged if he were to provide services to or otherwise participate in the business of any person or entity competing with the Company or its Subsidiaries and that his or providing services have been and shall continue to be of special, unique and extraordinary value similar to the Company and its Subsidiaries and therefore that any such competition or provision of services by Executive would result in a significant loss of goodwill by the Company and its Subsidiaries. Executive further acknowledges and agrees that the covenants and agreements set forth in this Paragraph 7 were a material inducement to the Company to enter into this Agreement and to perform its obligations hereunder, and that the Company would not obtain the benefit of the bargain set forth in this Agreement as specifically negotiated by the parties hereto if Executive breached the provisions of this Paragraph 7. Therefore, Executive agrees that, during the Employment Period and for eighteen 12 months thereafter (the "“Noncompete Period"”), he shall not directly or indirectly own any interest in, manage, control, participate inin (whether as an officer, director, employee, partner, agent, representative or otherwise), consult with, render services for, be employed in an executive, managerial or administrative capacity by, or in any other manner engage in any business competing with the businesses of the Company or its Subsidiaries, as such businesses exist or are or were in the process of being developed during the Employment Period or, as of the date of termination within North America or expiration of the Employment Period, are contemplated to exist during the eighteen-month period following the date of termination or expiration of the Employment Period (the "Restricted Business") within any other geographical area in which the Company or any of its Subsidiaries engage or plan to engage during the eighteen-month period following the date of termination of the Employment Periodin such businesses. Nothing herein shall prohibit Executive from (i) being a passive owner of not more than 2% of the outstanding stock of any class of a corporation which is publicly traded, traded so long as Executive has no he does not have any active participation in the business of such corporation corporation. Notwithstanding the foregoing, the Company hereby acknowledges that Executive’s ownership at its current levels of his brother’s lumber company from which the Company purchases lumber shall not be deemed a violation or (ii) becoming employed, engaged, associated or otherwise participating with a separately managed division or Subsidiary breach of a competitive business that does not engage in the Restricted Business (provided that services are provided only to such division or Subsidiary)this Paragraph 7.

Non-Compete, Non-Solicitation. (a) In further consideration For a period of [ * ] following the Closing Date (“Non-Compete Period”), the Seller shall not, and the Seller shall cause its Subsidiaries not to, without the prior written consent of the compensation to be paid to Executive hereunderBuyer, Executive acknowledges that during the course of his employment with the Company and its Subsidiaries he shall become familiar, and during his employment with NQLLC or any of its subsidiaries he has become familiar with the Company's and its Subsidiaries' trade secrets and with other Confidential Information concerning the Company and its predecessors and Subsidiaries and that his services have been and shall continue to be of special, unique and extraordinary value to the Company and its Subsidiaries and therefore Executive agrees that, during the Employment Period and for eighteen months thereafter (the "Noncompete Period"), he shall not directly or indirectly own any interest inindirectly, own, 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 any the business competing with the businesses of the Company or its Subsidiariesdeveloping, as such businesses exist during the Employment Period ordistributing, as of the date of termination or expiration of the Employment Periodselling and marketing Camera Module products that are configured and intended for inclusion in a personal, are contemplated to exist during the eighteen-month period following the date of termination or expiration of the Employment Period portable, handheld device for human voice communication over a cellular network (the "Restricted Business"a “Competitive Activity”) within any geographical area in which Restricted Territory; provided, however, that notwithstanding the Company or any of foregoing, the Seller and its Subsidiaries engage or plan shall be able to engage during in the eighteen-month period following the date of termination of the Employment Period. Nothing herein shall prohibit Executive from activities: (i) being a passive owner the acquisition or ownership of not securities of no more than 2% five percent (5%) of the outstanding stock voting power of any class of competitor which are listed on any national securities exchange or traded in the national over-the-counter market; (ii) the acquisition, merger or any other business combination with or investments in any Person whose primary business is not a corporation which is publicly traded, Competitive Activity so long as Executive has no active participation after such acquisition, the Seller and its Subsidiaries shall not engage in the Competitive Activity; (iii) existing or future licenses or other dispositions of Agilent Intellectual Property so long as such licenses and dispositions are in accordance with Section 2.12 of the License Agreement; (iv) Seller’s actions under Contracts pursuant to Section 6.12 hereof, until such Contracts can be transferred to the Buying Entities or terminated; or (v) actions taken pursuant to the Transaction Agreements. For the avoidance of doubt, the Parties agree that this Section 9.4 shall not in any way limit the Seller and its Subsidiaries from engaging in the business of such corporation developing, manufacturing or (ii) becoming employedmarketing of Imagine Sensors. As used in this Agreement, engaged, associated or otherwise participating with a separately managed division or Subsidiary of a competitive business that does not engage in the Restricted Business (provided that services are provided only to such division or Subsidiary).“

Non-Compete, Non-Solicitation. The Executive agrees that: while the Executive is employed by the Company he will not, directly or indirectly, compete with the business conducted by the Company, and he will not, directly or indirectly, provide any services to a Competitor. For a period of 60 months after the Executive's employment with the Company ends (a) In further consideration the "Non-Competition Period"), the Executive will not compete with the Company by performing or causing to be performed the same or similar types of duties or services that the Executive performed for the Company for a Competitor of the compensation Company in any capacity whatsoever, directly or indirectly, within any geographic area(s) of the continental United States in which, at the time the Executive's employment with the Company ends, the Company provides services or products, offers to be paid provide services or products, or plans to provide or offer to provide services or products within the Non-Competition Period provided that the Executive hereunder, Executive acknowledges that during has knowledge of those plans at the course of time his employment with the Company and its Subsidiaries ends. Additionally, the Executive agrees that during the Non-Competition Period, he shall become familiarwill not, and directly or indirectly, sell, attempt to sell, provide or attempt to provide, any products or services in competition with those products or services provided by the Company to any person or entity who was a customer or an actively sought prospective customer of the Company, at any time during his employment with NQLLC the Company. The restrictions set forth above shall immediately terminate and shall be of no further force or effect (i) in the event of a default by the Company in the payment of any compensation or benefits to which the Executive is entitled hereunder, which default is not cured within ten (10) days after written notice thereof, or (ii) at the election of its subsidiaries he the Executive, if the Executive's employment has become familiar been terminated by the Company without Cause or by the Executive for Good Reason. Under these circumstances, the amount of salary and other compensation payable to the Executive by a Competitor and attributable to employment during the Non-Competition Period shall not reduce or otherwise mitigate amounts due hereunder. While the Executive is employed by the Company and during the Non- Competition Period, the Executive will not, directly or indirectly, solicit or encourage any employee of the Company to terminate employment with the Company's ; hire, or cause to be hired, for any employment by a Competitor, any person who within the preceding twelve (12) month period has been employed by the Company, or assist any other person, firm, or corporation to do any of the acts described in this subparagraph (c). The Executive acknowledges and its Subsidiaries' trade secrets and with other Confidential Information concerning agrees that the Company and its predecessors and Subsidiaries has a legitimate business interest in preventing him from engaging in activities competitive with it as described in this Section 8 and that any breach of this Section 8 would constitute a material breach of this Section 8 and this Agreement. If, during the Non-Competition Period, the Executive is offered and wants to accept employment with a business that engages in activities similar to those of the Company, the Executive will inform the Company in writing of the identity of the business, his services have been proposed duties with that business, and the proposed starting date of that employment. The Executive also agrees that he will inform that business of the terms of this Section 8. The Company will analyze the proposed employment and make a determination as to whether it would violate this Section 8. If the Company determines that the proposed employment would not pose an unacceptable threat to the Company's interests, the Company will notify the Executive that it does not object to the employment. The Executive acknowledges and agrees that this Section 8 is intended to limit his right to compete only to the extent necessary to protect the Company's legitimate business interest. The Executive acknowledges and agrees that he will be reasonably able to earn a livelihood without violating the terms of this Section 8. If any of the provisions of this Section 8 should ever be deemed to exceed the time, geographic area, or activity limitations permitted by applicable law, the Executive agrees that such provisions may be reformed to the maximum time, geographic area and activity limitations permitted by applicable law, and the Executive authorizes a court or other trier of fact having jurisdiction to so reform such provisions. The Company shall pay to the Executive (or to his designated beneficiary or estate if his employment ceases because of his death or if he dies during the Non-Competition Period), so long as the Executive is not in violation of this Section 8 during the 60 month period after the Executive ceases to be employed by the Company, an annual payment (the "Non-Compete Payment") of $250,000 increased by a percentage amount equal to the increase in the Consumer Price Index from the date of this Agreement to the month next preceding the date each such Non-Compete Payment is due. Anything in this Agreement to the contrary notwithstanding, the non-compete provisions of the Executive's Salary Continuation Agreement, dated as of June 30, 1993, as modified by Addendum, dated November 7, 1994, and by Amendment of even date with this Employment Agreement, between the Executive and R&B Communications, Inc., shall continue to be apply. For purposes of specialthis Section 8, unique and extraordinary value to the Company and its Subsidiaries and therefore Executive agrees thatfollowing definitions will apply: "Directly or indirectly" as used in this Agreement includes an interest in or participation in a business as an individual, during the Employment Period and for eighteen months thereafter (the "Noncompete Period")partner, he shall not directly or indirectly own any interest inshareholder, manageowner, controldirector, participate inofficer, consult withprincipal, render services foragent, be employed in an executiveemployee, managerial or administrative capacity byconsultant, trustee, lender of money, or in any manner engage in any business competing with the businesses other capacity or relation whatsoever. The term includes actions taken on behalf of the Company Executive or its Subsidiaries, as such businesses exist during on behalf of any other person. "Directly or indirectly" does not include the Employment Period or, as ownership of the date of termination or expiration of the Employment Period, are contemplated to exist during the eighteen-month period following the date of termination or expiration of the Employment Period (the "Restricted Business") within any geographical area in which the Company or any of its Subsidiaries engage or plan to engage during the eighteen-month period following the date of termination of the Employment Period. Nothing herein shall prohibit Executive from (i) being a passive owner of not more less than 25% of the outstanding stock shares of any class of a corporation which is corporation, if such shares are publicly traded, so long as Executive has no active participation traded in the business of such corporation over-the-counter market or (ii) becoming employed, engaged, associated or otherwise participating with listed on a separately managed division or Subsidiary of a competitive business that does not engage in the Restricted Business (provided that services are provided only to such division or Subsidiary)national securities exchange.

Non-Compete, Non-Solicitation. (a) In further consideration of the compensation to be paid to Executive hereunderhereunder and any equity compensation to be made available to Executive pursuant to Parent’s incentive equity plans, Executive acknowledges that during in the course of his Executive’s employment with the Company and its Subsidiaries he shall become familiarExecutive has become, and during his employment with NQLLC or any of its subsidiaries he has become will continue to become, familiar with the Company's Parent’s and its Subsidiaries' ’ trade secrets and with other Confidential Information concerning the Company Parent and its predecessors and Subsidiaries and that his Executive’s services have been are and shall will continue to be of special, unique and extraordinary value to the Company Parent and its Subsidiaries and therefore Subsidiaries. Therefore, Executive agrees that, during the Employment Period and for eighteen months thereafter (the "Noncompete Period"), he shall not directly or indirectly own 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 any business competing with the businesses of the Company or its Subsidiaries, as such businesses exist during the Employment Period or, as of the date of termination or expiration of the Employment Period, are contemplated to exist during the eighteen-12 month period immediately following the date of termination or expiration of the Employment Period for any reason whatsoever, Executive will not directly or indirectly, for Executive or any other person or entity, (the "Restricted Business"1) within induce or attempt to induce any geographical area in which the Company employee of Parent or any of its Subsidiaries engage to leave the employ of Parent or plan to engage any of its Subsidiaries, or in any way interfere with the relationship between Parent or any of its Subsidiaries, on the one hand, and any employee thereof, on the other, (2) hire any person who is (or in the case of a former employee, was an employee of Parent or any of its Subsidiaries at any time during the eighteen-month 180 day period following prior to any attempted hiring by Executive) an employee of Parent or any of its Subsidiaries, (3) induce or attempt to induce any supplier, licensee, licensor, customer or other material business relation of Parent or any of its Subsidiaries to cease doing business with Parent or such Subsidiary, or in any way interfere with the date of termination of the Employment Period. Nothing herein shall prohibit Executive from (i) being a passive owner of not more than 2% of the outstanding stock of relationship between any class of a corporation which is publicly tradedsuch supplier, so long as Executive has no active participation in the licensee, licensor, customer or material business of relation and Parent or such corporation or (ii) becoming employed, engaged, associated or otherwise participating with a separately managed division or Subsidiary of a competitive business that does not engage in Parent, as the Restricted Business case may be (including, without limitation, making any negative statements or communications about Parent or any of its Subsidiaries) (provided that services are provided only Executive shall not be considered to such division have breached his obligations under this clause (3) as a result of any representatives of any of Executive’s successor employers encouraging customers of Parent or Subsidiary).its Subsidiaries to do

Non-Compete, Non-Solicitation. (a) In further consideration of the compensation to be paid to Executive hereunder, Executive Xxxxxx acknowledges that during the course of his Xxxxxx’s employment with the Company Company, Xxxxxx has and its Subsidiaries he shall become familiar, and during his employment with NQLLC or any of its subsidiaries he has will become familiar with the Company's and its Subsidiaries' ’s trade secrets and with other Confidential Information concerning the Company and its predecessors and Subsidiaries Affiliates and that his Holder’s services have been and shall continue to will be of special, unique and extraordinary value to the Company and its Subsidiaries Affiliates. Therefore, and therefore Executive in further consideration of the Restricted Stock Units to be granted to Holder hereunder, Xxxxxx agrees to the covenants set forth in this section and acknowledges that (i) the covenants set forth herein are reasonably limited in time and in all other respects, (ii) the covenants set forth herein are reasonably necessary for the protection of the Company, and (iii) the covenants set forth herein have been made in order to induce the Company to enter into this Award Agreement and the Company would not have entered into this Award Agreement but for Holder’s agreement to such covenants. Holder agrees that, during the period commencing on the date hereof and ending on the two year anniversary of Holder’s Termination of Employment Period and for eighteen months thereafter (the "Noncompete “Restricted Period"”), he Holder shall not directly or indirectly own any interest in, manage, control, engage in, participate in, consult with, contribute to or render services forfor (as an officer, be employed in an executivedirector, managerial or administrative capacity by, employee or in any manner engage other regard), any Person that is in any business competing which competes with the businesses of any business that the Company and/or its Affiliates conducts or its Subsidiarieshas specific plans to conduct at the time of Holder’s Termination of Employment anywhere in the world; provided that, as such businesses exist during the Employment Period or, as of the date of termination or expiration of the Employment Period, are contemplated to exist during the eighteen-month period following the date of termination or expiration of the Employment Period (the "Restricted Business") within any geographical area in which the Company or any of its Subsidiaries engage or plan to engage during the eighteen-month period following the date of termination of the Employment Period. Nothing nothing herein shall prohibit Executive Holder from (i) being a passive owner of not more less than 2% of the outstanding stock of any class of a corporation which is publicly traded, so long as Executive Holder has no active participation in the business of such corporation corporation. During the Restricted Period, Holder shall not directly, or indirectly through another entity, (i) solicit or induce or attempt to solicit or induce any employee of the Company or any Affiliate to leave the employ of the Company or such Affiliate, or in any way interfere with the relationship between the Company or any Affiliate and any employee thereof, (ii) becoming employedhire any person who was an employee of the Company or any Affiliate at any time from 6 months prior to the date hereof through the Holder’s Termination of Employment, engaged, associated (iii) make any statement or otherwise participating with a separately managed division do any act intended to cause existing or Subsidiary potential customers of a the Company or any Affiliate to make use of the services or purchase the products of any competitive business or (iv) 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, or materially and adversely change the terms of its business with, the Company or such Affiliate, or in any way interfere with the relationship between any such customer, supplier, licensee, licensor, franchisee or business relation and the Company or any Affiliate. If the Committee determines in good faith that does not engage Xxxxxx has breached or threatened to breach any of the covenants contained herein, or any restrictive covenant contained in an employment agreement or other agreement between Holder and any of the Restricted Business (provided that services are provided only Company or any of its Affiliates, to such division or Subsidiary).the extent permitted by applicable law:

Non-Compete, Non-Solicitation. (a) In further consideration of the compensation sale and purchase of the Company's stock hereunder and the other stock sales and stock options made available to be paid Employee pursuant to Executive hereunderseparate agreements, Executive Employee acknowledges that during in the course of his or her employment with the Company and or its Subsidiaries he or she shall become familiar, and during his employment with NQLLC or any of its subsidiaries he has become familiar with the Company's and its Subsidiaries' trade secrets and with other Confidential Information concerning the Company and its predecessors and Subsidiaries and that his or her services have been and shall continue to be of special, unique and extraordinary value to the Company and its Subsidiaries and therefore Executive Subsidiaries. Therefore, Employee agrees that, during the Employment Period period of his or her employment with the Company or its Subsidiaries and, at the Company's option, so long as the Company elects to pay Employee's monthly base salary during any such month (it being agreed that the Company's payment of any severance or other termination payments pursuant to any separate employment or other agreement between the Company and Employee which provides Employee with severance or other termination payments (whether on a periodic basis or in a lump sum) not less than Employee's monthly base salary shall be deemed to satisfy the aforementioned requirement), on a month to month basis thereafter for eighteen a period not to exceed twelve months thereafter (the "Noncompete ---------- Period"), he or she shall not directly or indirectly own 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 any business competing with the businesses of the Company or its Subsidiaries, as such businesses exist during the Employment Period or, as of or are in process on the date of the termination or expiration of Employee's employment, anywhere in the world (any of the Employment Periodforegoing, are contemplated to exist during the eighteen-month period following the date of termination or expiration of the Employment Period (the a "Restricted BusinessCompetitive Activity") within any geographical area in which the Company or any of its Subsidiaries engage or plan to engage during the eighteen-month period following the date of termination of the Employment Period). Nothing herein shall -------------------- prohibit Executive Employee from (i) 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 Employee has no active participation in the business of such corporation or (ii) becoming employed, engaged, associated or otherwise participating with a separately managed division or Subsidiary of a competitive business that does not engage in the Restricted Business (provided that services are provided only to such division or Subsidiary)corporation.

Non-Compete, Non-Solicitation. (ai) In further consideration of the compensation to be paid to Executive hereunder, Executive Each Seller Party hereby acknowledges that during the course of his employment with the Company and its Subsidiaries he shall become familiar, and during his employment with NQLLC or any of its subsidiaries he has become such Seller Party is familiar with the Company's ’s and its Subsidiaries' ’ trade secrets and with other Confidential Information concerning Information. Each Seller Party acknowledges and agrees that the Company would be irreparably damaged if such Seller Party were to provide services to any Person competing with the Company or its Subsidiaries or engaged in a similar business and that such competition by such Seller Party would result in a significant loss of goodwill by the Company and its predecessors Subsidiaries. Each Seller Party further acknowledges and Subsidiaries agrees that the covenants and agreements set forth in this Paragraph 8D were a material inducement to the Purchasers and the Company to enter into this Agreement and to perform their obligations hereunder, and that his the Purchasers and the Company would not obtain the benefit of the bargain set forth in this Agreement as specifically negotiated by the Parties if any of the Seller Parties breached the provisions of this Paragraph 8D. Each Seller Party further acknowledges that such Seller Party’s services have been and shall continue to be of special, unique and extraordinary value to the Company, that such Seller Party is a founder of the Company and its Subsidiaries that such Seller Party has been substantially responsible for the growth and therefore Executive development of the Company and the creation and preservation of the Company’s goodwill. Therefore, in further consideration of the Final Purchase Price to be paid to the Seller hereunder for the Preferred Units and the goodwill of the Company being sold by the Seller, each Seller Party agrees that, during that until the Employment Period and for eighteen months thereafter (third anniversary of the "Noncompete Period"), he Closing Date that such Seller Party shall not (and shall cause each of its Affiliates not to) directly or indirectly own any interest in, manage, control, participate inin (whether as an officer, director, employee, partner, agent, representative or otherwise), consult with, render services for, be employed in an executive, managerial or administrative capacity by, or in any other manner engage anywhere in the world in any business competing with the businesses of the Company following types of businesses: cash access products and services and the provision of payment processing services to patrons of establishments at which gaming activity occurs (except to the extent of the contracts and agreements described on Schedule 8D attached hereto pursuant to which USAP or its Subsidiaries, as such businesses exist during the Employment Period or, USAPS provides payment processing services as of the date of termination or expiration of Closing), cashless gaming systems and equipment, check verification and guarantee services at gaming and other establishments, maintaining a gaming patron credit bureau database and marketing and information services related to the Employment Periodforegoing (collectively, are contemplated to exist during the eighteen-month period following the date of termination or expiration of the Employment Period (the "Restricted “Business") within ”); provided that nothing herein shall prohibit any geographical area in which the Company Seller Party or any of its Subsidiaries engage or plan to engage during the eighteen-month period following the date of termination of the Employment Period. Nothing herein shall prohibit Executive Affiliates from (i) being a passive owner of not more than 2% of the outstanding stock of any class of a corporation which is publicly traded, traded so long as Executive none of such Persons has no any active participation in the business of such corporation corporation. Notwithstanding the foregoing, nothing contained in this Agreement shall prohibit any Seller Party from directly or (ii) becoming employed, engaged, associated or otherwise participating with a separately managed division or Subsidiary of a competitive business that does not engage indirectly engaging in the Restricted Business business of providing payment processing services with respect to non-gaming merchant operations (provided that services are provided only including but not limited to such division hotels, restaurants, retail shops, travel agencies or Subsidiary)car rental agencies) conducted at any establishment at which revenue from gaming activity accounts for less than 20% of its total revenues.

Non-Compete, Non-Solicitation. (a) In further consideration of the compensation to be paid to Executive hereunder, Executive Xxxxxx acknowledges that during the course of his Xxxxxx’s employment with the Company Company, Xxxxxx has and its Subsidiaries he shall become familiar, and during his employment with NQLLC or any of its subsidiaries he has will become familiar with the Company's and its Subsidiaries' ’s trade secrets and with other Confidential Information concerning the Company and its predecessors and Subsidiaries Affiliates and that his Holder’s services have been and shall continue to will be of special, unique and extraordinary value to the Company and its Subsidiaries Affiliates. Therefore, and therefore Executive in further consideration of the Options to be granted to Holder hereunder, Xxxxxx agrees to the covenants set forth in this section and acknowledges that (i) the covenants set forth herein are reasonably limited in time and in all other respects, (ii) the covenants set forth herein are reasonably necessary for the protection of the Company, and (iii) the covenants set forth herein have been made in order to induce the Company to enter into this Award Agreement and the Company would not have entered into this Award Agreement but for Holder’s agreement to such covenants. Holder agrees that, during the Employment Period period commencing on the date hereof and for eighteen months thereafter ending on the two year anniversary of Xxxxxx’s Termination (the "Noncompete “Restricted Period"”), he Holder shall not directly or indirectly own any interest in, manage, control, engage in, participate in, consult with, contribute to or render services forfor (as an officer, be employed in an executivedirector, managerial or administrative capacity by, employee or in any manner engage other regard), any Person that is in any business competing which competes with the businesses of any business that the Company and/or its Affiliates conducts or its Subsidiarieshas specific plans to conduct at the time of Holder’s Termination anywhere in the world; provided that, as such businesses exist during the Employment Period or, as of the date of termination or expiration of the Employment Period, are contemplated to exist during the eighteen-month period following the date of termination or expiration of the Employment Period (the "Restricted Business") within any geographical area in which the Company or any of its Subsidiaries engage or plan to engage during the eighteen-month period following the date of termination of the Employment Period. Nothing nothing herein shall prohibit Executive Holder from (i) being a passive owner of not more less than 2% of the outstanding stock of any class of a corporation which is publicly traded, so long as Executive Holder has no active participation in the business of such corporation corporation. During the Restricted Period, Holder shall not directly, or indirectly through another entity, (i) solicit or induce or attempt to solicit or induce any employee of the Company or any Affiliate to leave the employ of the Company or such Affiliate, or in any way interfere with the relationship between the Company or any Affiliate and any employee thereof, (ii) becoming employedhire any person who was an employee of the Company or any Affiliate at any time from 6 months prior to the date hereof through the Holder’s Termination, engaged, associated (iii) make any statement or otherwise participating with a separately managed division do any act intended to cause existing or Subsidiary potential customers of a the Company or any Affiliate to make use of the services or purchase the products of any competitive business or (iv) 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, or materially and adversely change the terms of its business with, the Company or such Affiliate, or in any way interfere with the relationship between any such customer, supplier, licensee, licensor, franchisee or business relation and the Company or any Affiliate. If the Committee determines in good faith that does not engage Xxxxxx has breached or threatened to breach any of the covenants contained herein, or any restrictive covenant contained in an employment agreement or other agreement between Holder and any of the Restricted Business (provided that services are provided only Company or any of its Affiliates, to such division or Subsidiary).the extent permitted by applicable law:

Non-Compete, Non-Solicitation. (a) In further consideration of the compensation to be paid to Executive Employee hereunder, Executive Employee acknowledges that during in the course of his employment with the Company on and its Subsidiaries after the date hereof he shall become familiar, and during his employment with NQLLC or any of its subsidiaries the Company prior to the date hereof he has become familiar familiar, with the Company's and its Subsidiaries' trade secrets and with other Confidential Information concerning the Company and its predecessors and Subsidiaries its affiliates and that his services have been and shall continue to be of special, unique and extraordinary value to the Company and its Subsidiaries and therefore Executive Company. Therefore, Employee agrees that, during the Employment Period and for eighteen Twenty-Four (24) months thereafter (the "Noncompete Non-compete Period"), he shall not directly or indirectly own 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 any business competing with the businesses of the Company or and its Subsidiaries, affiliates as such businesses exist during the Employment Period or, as of or are in process on the date of the termination or expiration of the Employment Period, are contemplated to exist during the eighteen-month period following the date of termination or expiration of the Employment Period (the "Restricted Business") within any geographical area in the United States in which the Company or any of its Subsidiaries affiliates engage or plan to engage in such businesses without the prior written consent of the Company. Employee is entitled to receive his Base Salary for the initial Non-compete Period payable in regular installments. Notwithstanding anything to the contrary in this Agreement, the Company may, at its sole option, extend the Non-compete Period for up to two (2) additional 12-month periods by notifying Employee in writing at least 60 days prior to the end of the Non-compete Period or the end of the first 12-month extension thereof. If the Company so exercises its rights under the preceding sentence, Employee shall be entitled to continue to receive his Base Salary (or begin to receive his Base Salary after the termination of the initial Non-compete Period if Employee was not otherwise entitled to receive his Base Salary during the eighteenInitial Non-compete Period) payable in regular installments for such additional 12-month period following and (if elected by the date of termination of the Employment PeriodCompany) such successive 12-month period (subject, in each case, to reductions as provided in this agreement). Nothing herein shall prohibit Executive Employee from (i) 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 Employee has no active participation in the business of such corporation or (ii) becoming employed, engaged, associated or otherwise participating with a separately managed division or Subsidiary of a competitive business that does not engage in the Restricted Business (provided that services are provided only to such division or Subsidiary)corporation.

Non-Compete, Non-Solicitation. (a) In further consideration of the compensation to be paid to Executive hereunder, Executive Hxxxxx acknowledges that during the course of his Hxxxxx’s employment with the Company Company, Hxxxxx has and its Subsidiaries he shall become familiar, and during his employment with NQLLC or any of its subsidiaries he has will become familiar with the Company's and its Subsidiaries' ’s trade secrets and with other Confidential Information concerning the Company and its predecessors and Subsidiaries Affiliates and that his Holder’s services have been and shall continue to will be of special, unique and extraordinary value to the Company and its Subsidiaries Affiliates. Therefore, and therefore Executive in further consideration of the Performance Stock Units to be granted to Holder hereunder, Hxxxxx agrees to the covenants set forth in this section and acknowledges that (i) the covenants set forth herein are reasonably limited in time and in all other respects, (ii) the covenants set forth herein are reasonably necessary for the protection of the Company, and (iii) the covenants set forth herein have been made in order to induce the Company to enter into this Award Agreement and the Company would not have entered into this Award Agreement but for Hxxxxx’s agreement to such covenants. Holder agrees that, during the Employment Period period commencing on the date hereof and for eighteen months thereafter ending on the two year anniversary of Hxxxxx’s Termination (the "Noncompete “Restricted Period"”), he Holder shall not directly or indirectly own any interest in, manage, control, engage in, participate in, consult with, contribute to or render services forfor (as an officer, be employed in an executivedirector, managerial or administrative capacity by, employee or in any manner engage other regard), any Person that is in any business competing which competes with the businesses of any business that the Company and/or its Affiliates conducts or its Subsidiarieshas specific plans to conduct at the time of Holder’s Termination anywhere in the world; provided that, as such businesses exist during the Employment Period or, as of the date of termination or expiration of the Employment Period, are contemplated to exist during the eighteen-month period following the date of termination or expiration of the Employment Period (the "Restricted Business") within any geographical area in which the Company or any of its Subsidiaries engage or plan to engage during the eighteen-month period following the date of termination of the Employment Period. Nothing nothing herein shall prohibit Executive Holder from (i) being a passive owner of not more less than 2% of the outstanding stock of any class of a corporation which is publicly traded, so long as Executive Holder has no active participation in the business of such corporation corporation. During the Restricted Period, Holder shall not directly, or indirectly through another entity, (i) solicit or induce or attempt to solicit or induce any employee of the Company or any Affiliate to leave the employ of the Company or such Affiliate, or in any way interfere with the relationship between the Company or any Affiliate and any employee thereof, (ii) becoming employedhire any person who was an employee of the Company or any Affiliate at any time from 6 months prior to the date hereof through the Holder’s Termination, engaged, associated (iii) make any statement or otherwise participating with a separately managed division do any act intended to cause existing or Subsidiary potential customers of a the Company or any Affiliate to make use of the services or purchase the products of any competitive business or (iv) 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, or materially and adversely change the terms of its business with, the Company or such Affiliate, or in any way interfere with the relationship between any such customer, supplier, licensee, licensor, franchisee or business relation and the Company or any Affiliate. If the Committee determines in good faith that does not engage Hxxxxx has breached or threatened to breach any of the covenants contained herein, or any restrictive covenant contained in an employment agreement or other agreement between Holder and any of the Restricted Business (provided that services are provided only Company or any of its Affiliates, to such division or Subsidiary).the extent permitted by applicable law:

Non-Compete, Non-Solicitation. (a) In further consideration of the compensation to be paid to Executive hereunder, Executive acknowledges that during in the course of his employment with the Company and its Subsidiaries he shall become familiar, and during his employment with NQLLC or any of its subsidiaries he has will become familiar with the Company's and its Subsidiaries' trade secrets and with other Confidential Information confidential information concerning the Company and its predecessors and Subsidiaries and that his services have been and shall continue to will be of special, unique and extraordinary value to the Company and its Subsidiaries and therefore Company. Therefore, Executive agrees that, during the Employment Period and during any period in which he is receiving payments pursuant to paragraph 4 or for eighteen which he has received a lump sum payment pursuant to this Agreement (the period for payment pursuant to Section 4(c) shall be deemed to be 18 months thereafter plus the period of time of monthly payments, if any) or any subsequent agreement, and, if terminated for Cause or by Executive's resignation before the Expiration Date or expiration on the Expiration Date, for the lesser of: (i) two years after such termination or (ii) if the Employment Period expires, one year from expiration (the "Noncompete Non- Compete Period"), he shall not directly or indirectly own any interest inown, 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 any business competing with the businesses of the Company or its Subsidiaries, as such businesses exist during the Employment Period or, as of or are in process on the date of the termination or expiration of the Employment PeriodExecutive's employment, are contemplated to exist during the eighteen-month period following the date of termination or expiration of the Employment Period (the "Restricted Business") within any geographical area in which the Company engages or any of its Subsidiaries engage or plan plans to engage in such businesses, including without limitation, hold a significant management position with any information or entertainment network which markets to limited population segments, where the Company operates (including markets in which, during the eighteen-month period following the date of termination of the Employment Period, the Company has executed or was in the process of negotiating a written agreement to acquire such an operator). 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 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 corporation company; or (iiiii) becoming employedbeing involved, engagedin any manner or capacity, associated or otherwise participating with a separately managed division or Subsidiary of a competitive business that does not engage in the Restricted Business (provided that services are provided only general television cable, "DBS," or radio broadcast industry, as contrasted with television transmission to a specialized segments of the market such division as university, school or Subsidiary)industrial locations; or current production, record production or distribution; or movie, television and theatrical productions.

Non-Compete, Non-Solicitation. (a) In further consideration of the compensation to be paid to Executive hereunderhereunder and any equity compensation to be made available to Executive pursuant to Parent’s incentive equity plans, Executive acknowledges that during in the course of his Executive’s employment with the Company and its Subsidiaries he shall become familiarExecutive has become, and during his employment with NQLLC or any of its subsidiaries he has become will continue to become, familiar with the Company's Parent’s and its Subsidiaries' ’ trade secrets and with other Confidential Information concerning the Company Parent and its predecessors and Subsidiaries and that his Executive’s services have been are and shall will continue to be of special, unique and extraordinary value to the Company Parent and its Subsidiaries and therefore Subsidiaries. Therefore, Executive agrees that, during the Employment Period and for eighteen months thereafter (the "Noncompete Period"), he shall not directly or indirectly own 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 any business competing with the businesses of the Company or its Subsidiaries, as such businesses exist during the Employment Period or, as of the date of termination or expiration of the Employment Period, are contemplated to exist during the eighteen-twelve (12) month period immediately following the date of termination or expiration of the Employment Period for any reason whatsoever, Executive will not directly or indirectly, for Executive or any other person or entity, (the "Restricted Business"1) within induce or attempt to induce any geographical area in which the Company employee of Parent or any of its Subsidiaries engage to leave the employ of Parent or plan to engage any of its Subsidiaries, or in any way interfere with the relationship between Parent or any of its Subsidiaries, on the one hand, and any employee thereof, on the other, (2) hire any person who is (or in the case of a former employee, was an employee of Parent or any of its Subsidiaries at any time during the eighteen-month 180 day period following prior to any attempted hiring by Executive) an employee of Parent or any of its Subsidiaries, (3) induce or attempt to induce any supplier, licensee, licensor, customer or other material business relation of Parent or any of its Subsidiaries to cease doing business with Parent or such Subsidiary, or in any way interfere with the date relationship between any such supplier, licensee, licensor, customer or material business relation and Parent or such Subsidiary of termination Parent, as the case may be (including, without limitation, making any negative statements or communications about Parent or any of the Employment Period. Nothing herein its Subsidiaries) (provided that Executive shall prohibit Executive from not be considered to have breached his obligations under this clause (i3) being as a passive owner of not more than 2% of the outstanding stock result of any class representatives of a corporation which is publicly traded, any of Executive’s successor employers encouraging customers of Parent or its Subsidiaries to do business with any such successor employer so long as Executive has no active participation direct involvement in the business any such customer solicitation (including without limitation, by disclosing or otherwise misusing any trade secrets or Confidential Information of such corporation Parent and its Subsidiaries)) or (ii4) becoming employed, engaged, associated or otherwise participating with a separately managed division or Subsidiary of a competitive business that does not engage Participate in the Restricted Business (provided that services are provided only to such division or Subsidiary).any Competitive Business. “

Non-Compete, Non-Solicitation. (a) In further consideration of the compensation to be paid to Executive hereunder, Executive acknowledges that during the course of his employment with the Company and its Subsidiaries he shall become familiar, and during his employment with NQLLC or any of its subsidiaries he has become familiar with the Company's and its Subsidiaries' trade secrets and with other Confidential Information concerning the Company and its predecessors and Subsidiaries and that his services have been and shall continue to be of special, unique and extraordinary value to the Company and its Subsidiaries and therefore Executive agrees that, during the Employment Period and and, in the event of a termination of the Employment Period (i) pursuant to paragraph 4(b) where the Company is making or will make special severance payments, or (ii) by the Company for eighteen Cause, for 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, be employed in an executive, managerial or administrative capacity by, or in any manner engage in any business competing with within the United States engaging in the businesses of the Company or its Subsidiaries, as such businesses exist during the Employment Period or, as of the date of termination or expiration of the Employment Period, are contemplated to exist during the eighteentwelve-month period following the date of termination or expiration of the Employment Period (the "Restricted Business") within any geographical area in which the Company or any of its Subsidiaries engage or plan to engage during the eighteen-month period following the date of termination of the Employment Period). Nothing herein shall prohibit Executive from (i) 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 or (ii) becoming employed, engaged, associated or otherwise participating with a separately managed division or Subsidiary of a competitive business that does not engage in the Restricted Business (provided that services are provided only to such division or Subsidiary).

Non-Compete, Non-Solicitation. (a) In further consideration of the compensation to be paid to Executive hereunder, The Executive acknowledges that during in the course of his employment with the Company and its Subsidiaries subsidiaries he shall will become familiar, and during his employment with NQLLC or any of the Company and its subsidiaries predecessors he has become familiar familiar, with the Company's and its Subsidiariessubsidiaries' trade secrets and with other Confidential Information confidential information concerning the Company Company, its subsidiaries and its the Company's predecessors and Subsidiaries and that his services have been and shall continue to will be of special, unique and extraordinary value to the Company and its Subsidiaries and therefore subsidiaries. Therefore, the Executive agrees that, during the Employment Period and in the case of (x) termination for eighteen months thereafter Cause, resignation (other than resignation for "Good Reason" following a "Change in Control") or, if applicable, the expiration (and non-renewal) of the Employment Period on December 1, 2000, for three years thereafter, or (y) termination without Cause, during the period in which the Executive receives payment of Base Salary pursuant to Section 5(b) (without regard to the proviso contained therein) (the applicable period being referred to herein as the "Initial Noncompete Period"), he shall not directly or indirectly own any interest inown, 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 any business competing with the businesses of the Company or its Subsidiaries, subsidiaries as such businesses exist during the Employment Period or, as of or are in process on the date of the termination or expiration of the Employment Period, are contemplated to exist during the eighteen-month period following the date of termination or expiration Executive's employment (any of the Employment Period (the foregoing, to "Restricted BusinessCompete") ), within any geographical area in which the Company or any of its Subsidiaries subsidiaries engage or plan to engage in such businesses. In addition, the Executive agrees that he shall not Compete in any such geographical area during the eighteen-month period two years following the date of termination of the Employment Initial Noncompete Period (the "Limited Noncompete Period. Nothing herein shall prohibit " and, together with the Initial Noncompete Period, the "Noncompete Period"); provided, however, that the Executive from (i) being a passive owner of not more than 2% of may perform consulting services during the outstanding stock of any class of a corporation which is publicly traded, Limited Noncompete Period so long as Executive has no active participation in any such consulting services provided to any Client (as defined below) of the business of such corporation Company or its subsidiaries (ii) becoming employedcollectively, engagedthe "Companies"), associated are not the same as, substantially similar to, or otherwise participating with a separately managed division or Subsidiary compete with, services offered by any of a competitive business that does not engage in the Restricted Business (provided that services are provided only to such division or Subsidiary).Companies. For purposes of this Section 8, the term "

Non-Compete, Non-Solicitation. (a) In further consideration of the compensation to be paid to Executive hereunderhereunder and any equity compensation to be made available to Executive pursuant to Parent’s incentive equity plans, Executive acknowledges that during in the course of his Executive’s employment with the Company and its Subsidiaries he shall become familiarExecutive has become, and during his employment with NQLLC or any of its subsidiaries he has become will continue to become, familiar with the Company's Parent’s and its Subsidiaries' ’ trade secrets and with other Confidential Information concerning the Company Parent and its predecessors and Subsidiaries and that his Executive’s services have been are and shall will continue to be of special, unique and extraordinary value to the Company Parent and its Subsidiaries and therefore Subsidiaries. Therefore, Executive agrees that, during the Employment Period and for eighteen months thereafter (the "Noncompete Period"), he shall not directly or indirectly own 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 any business competing with the businesses of the Company or its Subsidiaries, as such businesses exist during the Employment Period or, as of the date of termination or expiration of the Employment Period, are contemplated to exist during the eighteen-12 month period immediately following the date of termination or expiration of the Employment Period for any reason whatsoever, Executive will not directly or indirectly, for Executive or any other person or entity, (the "Restricted Business"1) within induce or attempt to induce any geographical area in which the Company employee of Parent or any of its Subsidiaries engage to leave the employ of Parent or plan to engage any of its Subsidiaries, or in any way interfere with the relationship between Parent or any of its Subsidiaries, on the one hand, and any employee thereof, on the other, (2) hire any person who is (or in the case of a former employee, was an employee of Parent or any of its Subsidiaries at any time during the eighteen-month 180 day period following prior to any attempted hiring by Executive) an employee of Parent or any of its Subsidiaries, (3) induce or attempt to induce any supplier, licensee, licensor, customer or other material business relation of Parent or any of its Subsidiaries to cease doing business with Parent or such Subsidiary, or in any way interfere with the date relationship between any such supplier, licensee, licensor, customer or material business relation and Parent or such Subsidiary of termination Parent, as the case may be (including, without limitation, making any negative statements or communications about Parent or any of the Employment Period. Nothing herein its Subsidiaries) (provided that Executive shall prohibit Executive from not be considered to have breached his obligations under this clause (i3) being as a passive owner of not more than 2% of the outstanding stock result of any class representatives of a corporation which is publicly traded, any of Executive’s successor employers encouraging customers of Parent or its Subsidiaries to do business with any such successor employer so long as Executive has no active participation in the business of such corporation or (ii) becoming employed, engaged, associated or otherwise participating with a separately managed division or Subsidiary of a competitive business that does not engage in the Restricted Business (provided that services are provided only to such division or Subsidiary).direct involvement in

Non-Compete, Non-Solicitation. While employed with the Company and i) in the case of resignation or Covered Termination Other Than During a Change in Control Period, for a period of twelve (a12) In further consideration months after the last day of Executive’s employment with the Company, and ii) in the case of Covered Termination During a Change in Control Period or Termination for Cause for a period of twenty four (24) months after the last day of Executive’s employment with the Company, the Executive will not directly or indirectly participate or assist in selling, attempting to sell or planning to sell, or become employed by any entity which sells or plans to sell, any Products / Services related to invasive, minimally invasive or non-invasive aesthetic devices or products in any jurisdiction in which the Company, has engaged in efforts to market its goods or services within the ninety (90) days period immediately preceding the last day of the compensation to be paid to Executive’s employment with the Company. Executive hereunderfurther agrees that, Executive acknowledges that during the course of his Executive’s employment with the Company and its Subsidiaries he shall become familiari) in the case of resignation or Covered Termination Other Than During a Change in Control Period, and during his for a period of twelve (12) months after the last day of Executive’s employment with NQLLC or any of its subsidiaries he has become familiar with the Company's , and its Subsidiaries' trade secrets and ii) in the case of Covered Termination During a Change in Control Period or Termination for Cause for a period of twenty four (24) months after the last day of Executive’s employment with other Confidential Information concerning the Company and its predecessors and Subsidiaries and that his services have been and shall continue to be of special, unique and extraordinary value to the Company and its Subsidiaries and therefore Executive agrees that, during the Employment Period and for eighteen months thereafter (the "Noncompete Period")Company, he shall not not, directly or indirectly own indirectly: (i) solicit. induce, entice or attempt to entice any interest in, manage, control, participate in, consult with, render services for, be employed in an executive, managerial employee or administrative capacity by, or in any manner engage in any business competing with the businesses contractor of the Company who was an employee or its Subsidiariescontractor of the Company within the twelve (12) months preceding the date of termination of the Executive’s employment, as such businesses exist during to terminate his or her employment, contractual, or other relationship with the Employment Period orCompany; (ii) solicit or accept any business for any product sold, manufactured, imported, licensed or distributed by the Company (as of the date of termination or expiration of the Employment PeriodExecutive’s employment) from any person, are contemplated to exist during firm or corporation that was a customer of the eighteen-month period following Company within the twelve (12) months preceding the date of termination termination; and (iii) solicit, induce, entice or expiration attempt to entice any customer or supplier of the Employment Period (the "Restricted Business") within any geographical area in which Company that was a customer or supplier of the Company or any of its Subsidiaries engage or plan to engage during within the eighteen-month period following twelve (12) months preceding the date of termination of the Employment Period. Nothing herein shall prohibit Executive from (i) being a passive owner of not more than 2% of Executive’s employment, to terminate its business relationship with 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 or (ii) becoming employed, engaged, associated or otherwise participating with a separately managed division or Subsidiary of a competitive business that does not engage in the Restricted Business (provided that services are provided only to such division or Subsidiary)Company.

Non-Compete, Non-Solicitation. In consideration of the payment by the Buyer of the Purchase Price, each Seller agrees as follows: (a) In further consideration Until the date that is three (3) years from the Closing Date (the “Non-Compete Period”), neither Seller nor any of their respective affiliates shall engage in any business within any Restricted Territory that is directly competitive with the Business, as the Business exists as of the compensation Closing Date or (ii) persuade or attempt to be paid persuade any existing customer of the Business not to Executive hereunder, Executive acknowledges that during purchase products of the course of his employment with Business from the Company and its Subsidiaries he shall become familiar, and during his employment with NQLLC Buyer or any of its subsidiaries he has become familiar with the Company's and its Subsidiaries' trade secrets and with other Confidential Information concerning the Company and its predecessors and Subsidiaries and that his services have been and shall continue to be of special, unique and extraordinary value to the Company and its Subsidiaries and therefore Executive agrees that, during the Employment Period and for eighteen months thereafter (the "Noncompete Period"), he shall not directly or indirectly own any interest in, manage, control, participate in, consult with, render services for, be employed in an executive, managerial or administrative capacity byaffiliates, or in any manner engage in any business competing to purchase products that are directly competitive with the businesses those of the Company or its SubsidiariesBusiness, as such businesses exist the Business exists on the Closing Date. As used in this Agreement, the term “Restricted Territory” means the State of Hawaii. The Non-Compete Period shall be extended by the length of any period during which the Employment Period or, as Seller is in breach of the date terms of termination or expiration of the Employment Period, are contemplated to exist during the eighteen-month period following the date of termination or expiration of the Employment Period (the "Restricted Business") within any geographical area in which the Company or any of its Subsidiaries engage or plan to engage during the eighteen-month period following the date of termination of the Employment Periodthis Section 5.10. Nothing herein shall prohibit Executive either Seller from (i) 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 such Seller has no active participation in the business management of such corporation corporation. (b) During the Non-Compete Period, Sellers agree not to knowingly, directly or indirectly through another Person induce or attempt to induce any Hawaii Employee who is hired by the Buyer on the Closing Date to leave the employ of such Buyer or violate their terms of employment; provided, however, (iiA) becoming employedthis Section 5.10(b) shall not prevent any Seller, engageddirectly or indirectly, associated from soliciting by means of, or otherwise participating with employing or engaging any such Person responding to, a separately managed division general solicitation or Subsidiary advertisement for employment or engagement, and (B) this Section 5.10(b) shall not apply to any person who has ceased to be an employee of the Buyer for at least one hundred eighty (180) days (365 days, if the employee terminates his or her employment). (c) If, at the time of enforcement of this Section 5.10, a court holds that the restrictions stated herein are unreasonable under the circumstances then existing, the Parties agree that the maximum period, scope or geographical area reasonable under such circumstances shall be substituted for the stated period, scope or area so as to protect the Buyer to the greatest extent possible under applicable Law from improper competition. The Parties hereto acknowledge that money damages might be an inadequate remedy for any breach of this Section 5.10 and that the Buyer may be irreparably damaged if any Party were to breach the covenants set forth in this Section 5.10. Therefore, in the event of a competitive business that does not engage breach or threatened breach of this Section 5.10, the Buyer or their respective successors or assigns may, in addition to other rights and remedies existing in their favor, apply to any court of competent jurisdiction for specific performance and/or injunctive or other relief in order to enforce, or prevent any violations of, the Restricted Business (provided that services are provided only to such division or Subsidiary)provisions of this Section 5.10.

Non-Compete, Non-Solicitation. In consideration of Buyer’s agreement to enter into this Agreement, and as a condition thereto, each Seller covenants and agrees as follows: (a) In further consideration For a period of six years from and after the compensation to be paid to Executive hereunder, Executive acknowledges that during the course of his employment with the Company and its Subsidiaries he shall become familiar, and during his employment with NQLLC or any of its subsidiaries he has become familiar with the Company's and its Subsidiaries' trade secrets and with other Confidential Information concerning the Company and its predecessors and Subsidiaries and that his services have been and shall continue to be of special, unique and extraordinary value to the Company and its Subsidiaries and therefore Executive agrees that, during the Employment Period and for eighteen months thereafter Closing Date (the "Noncompete “Non-Compete Period"”), he shall such Seller will not engage directly or indirectly own 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 any business competing with of the businesses of the Company or its Subsidiaries, as such businesses exist during the Employment Period or, in which any Acquired Entity engages as of the date of termination or expiration of the Employment PeriodClosing Date anywhere in North America; provided, are contemplated however, that such Seller may own up to exist during the eighteen-month period following the date of termination or expiration of the Employment Period (the "Restricted Business") within any geographical area in which the Company or any of its Subsidiaries engage or plan to engage during the eighteen-month period following the date of termination of the Employment Period. Nothing herein shall prohibit Executive from (i) being a passive owner of not more than 25% of the outstanding stock equity securities of any class publicly traded Person that engages in any of such businesses; provided, further, that such Seller may engage in any of such businesses after the Closing while employed by Buyer, any of the Acquired Entities or any of Buyer’s Affiliates solely in such Seller’s capacity as an employee of Buyer, the Acquired Entities and/or Buyer’s Affiliates, whether pursuant to the applicable employment agreement attached as Exhibit D or Exhibit E or otherwise, to the extent authorized to do so by Buyer. (b) during the Non-Compete Period, such Seller (i) will not, and will cause his Affiliates not to, directly or indirectly contact or solicit for the purpose of offering employment to or hiring (whether as an employee, consultant, agent, independent contractor or otherwise) or actually hire any person employed by any Acquired Entity at any time during the 1-year period preceding the Closing Date and/or during the Non-Compete Period, without the prior written consent of Buyer and (ii) will not induce or attempt to induce any customer or other business relation of any Acquired Entity into any business relationship which might materially harm such Acquired Entity. (c) If the final judgment of a corporation court of competent jurisdiction declares that any term or provision of this Section 9.10 is invalid or unenforceable, the parties hereto agree that the court making the determination of invalidity or unenforceability shall have the power to reduce the scope, duration, or area of the term or provision, to delete specific words or phrases, or to replace any invalid or unenforceable term or provision with a term or provision that is valid and enforceable and that comes closest to expressing the intention of the invalid or unenforceable term or provision, and this Agreement shall be enforceable as so modified after the expiration of the time within which is publicly traded, so long as Executive has no active participation the judgment may be appealed. (d) Such Seller acknowledges and agrees that in the business event of a breach by such corporation Seller of any of the provisions of this Section 9.10, monetary damages will not constitute a sufficient remedy. Consequently, in the event of any such breach, the Buyer Group and/or their respective successors or assigns may, in addition to other rights and remedies existing in their favor, apply to any court of law or equity of competent jurisdiction for specific performance and/or injunctive or other relief in order to enforce or prevent any violations of the provisions hereof, in each case without the requirement of posting a bond or proving actual damages. (e) If (i) Buyer and the Acquired Entities fail to make in full any scheduled payment of principal or interest within 365 days after any such amount is due and payable under the Xxxxxxx Note or the Xxxxxxx Note (and regardless of whether prohibited from making such payment as a result of any prohibition relating to the Senior Indebtedness (as such term is defined in the Senior Notes)) or (ii) becoming employed, engaged, associated or otherwise participating with a separately managed division or Subsidiary of a competitive business that does not engage Buyer and the Acquired Entities fail to make in the Restricted Business full any Contingent Payment (provided that services are provided only to such division or Subsidiaryafter final determination thereof).

Non-Compete, Non-Solicitation. (a) In further consideration of Except as is set forth below, for a period commencing on the compensation date hereof and ending on the date either 18 or 36 months (as determined below) after the Executive ceases to be paid to Executive hereunder, Executive acknowledges that during the course of his employment with employed by the Company and its Subsidiaries he shall become familiar, and during his employment with NQLLC or any of its subsidiaries he has become familiar with the Company's and its Subsidiaries' trade secrets and with other Confidential Information concerning the Company and its predecessors and Subsidiaries and that his services have been and shall continue to be of special, unique and extraordinary value to the Company and its Subsidiaries and therefore Executive agrees that, during the Employment Period and for eighteen months thereafter (the "Noncompete Non-Competition Period"), he the Executive shall not in the United States of America, directly or indirectly own indirectly, either for himself or any interest inother person, own, manage, control, materially participate in, consult withinvest in, permit his name to be used by, act as consultant or advisor to, render material services forfor (alone or in association with any person, be employed in an executivefirm, managerial corporation or administrative capacity by, other business organization) or otherwise assist in any manner engage any entity that engages in or owns, invests in, manages or controls any venture or enterprise engaged in a banking business competing that is in actual competition with the businesses Company (or any other business of the type that constitutes a substantial portion of the Company's business at the date the Executive ceases to be employed by the Company) (collectively, a "Competitor"); provided, however, that the restrictions set forth above shall immediately terminate and shall be of no further force or effect (i) in the event of a default by the Company in the payment of any compensation or its Subsidiariesbenefits to which the Executive is entitled hereunder, as such businesses exist which default is not cured within ten (10) days after written notice thereof, or (ii) at the election of the Executive if the Executive's employment has been terminated by the Company other than for Cause and if the Executive (A) gives written notice to the Company during the Employment Non-Competition Period or, as that he desires to accept employment with a Competitor; and (B) agrees that the severance payment specified in Section 4(a)(i) hereof shall be mitigated by the amount of salary and pro rata target bonus payable to the date Executive by the Competitor based on the Executive's initial terms of termination or expiration of the Employment Period, are contemplated employment and attributable to exist employment during the eighteenNon-month period following the date of termination or expiration of the Employment Competition Period (it being understood that the "Restricted Business") within any geographical area in which amount of such mitigated severance shall be paid by the Executive to the Company or any of its Subsidiaries engage or plan in a lump-sum payment within thirty (30) days after the Executive commences employment with the Competitor and shall not be subject to engage during subsequent adjustments based on amounts actually paid to the eighteen-month period following Executive by the date of termination of the Employment PeriodCompetitor). Nothing herein shall prohibit the Executive from (i) being a passive owner of not more than 2% of the outstanding stock of any class equity securities of a corporation engaged in such business which is publicly traded, so long as Executive he has no active participation in the business of such corporation or (ii) becoming employed, engaged, associated or otherwise participating corporation. If the Employee receives severance payments in accordance with a separately managed division or Subsidiary of a competitive business that does not engage in the Restricted Business (provided that services are provided only to such division or Subsidiary).Section

Non-Compete, Non-Solicitation. (a) In further consideration of the compensation to be paid to Executive hereunder, Executive The Purchaser acknowledges that during in the course of his or her employment with any company or other entity comprising the Business, the APX Continuing Business, MascoTech Limited, the Company or any of their subsidiaries or Affiliates (as defined in the Stockholders' MANAGEMENT SUBSCRIPTION AGREEMENT Agreement) he or she has become familiar, and in the course of his or her employment with the Company and its Subsidiaries subsidiaries he shall or she will become familiar, and during his employment with NQLLC or any of its subsidiaries he has become familiar with the Company's and its Subsidiariessubsidiaries' trade secrets and with other Confidential Information concerning the Company and its predecessors and Subsidiaries and that his or her services have been and shall continue to will be of special, unique and extraordinary value to the Company and its Subsidiaries and therefore Executive subsidiaries. Therefore, the Purchaser agrees that, during the Employment Period time he or she is employed by the Company or its subsidiaries and for eighteen months thereafter until the later of (i) December 31, 1998 or (ii) the date which is one year after the effective date of the termination of such employment (the "Noncompete Period"), he or she shall not directly or indirectly own any interest inown, 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 any business (including by himself or herself or through any other entity) competing with the businesses of the Company or its Subsidiaries, subsidiaries as such businesses exist during the Employment Period or, as of or are in process on the date of termination or expiration the ter mination of the Employment PeriodPurchaser's employment, are contemplated to exist during the eighteen-month period following the date of termination or expiration of the Employment Period (the "Restricted Business") within any geographical area in which the Company or any of its Subsidiaries subsidiaries engage or plan to engage during in such businesses; provided, however, that if the eighteenPurchaser's termination of employment by the Company or its subsidiaries (as the case may be) was initiated by the Company or any such subsidiary and was not for "cause" (as defined in the Stockholders' Agreement), then the Noncompete Period shall end on the effective date of such termination, except that at the election of the Company, made by notice to the Purchaser at or before such effective date, the Noncompete Period shall continue after such effective date for a period of consecutive months (which shall be no longer than the period applicable with respect to a for "cause" termination) as may be elected by the Company in such notice, so long as the Company pays the Purchaser (in addition to severance payments otherwise provided or required, if any) an amount equal to 25% of the Purchaser's monthly salary on a month-by-month period following basis in arrears through the date end of termination of the Employment such Noncompete Period. Nothing herein shall prohibit Executive the Purchaser from (i) 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 the Purchaser has no active participation in the business of such corporation or (ii) becoming employed, engaged, associated or otherwise participating with a separately managed division or Subsidiary of a competitive business that does not engage in the Restricted Business (provided that services are provided only to such division or Subsidiary)corporation.

Non-Compete, Non-Solicitation. (a) 1. In further consideration of the compensation to be paid to Executive hereunderCompany entering into this Agreement with the Optionee, Executive acknowledges that the Optionee shall not, directly or indirectly, (i) at any time during or after the course of his Optionee’s employment with the Company and its Subsidiaries he shall become familiar, and during his employment with NQLLC or any of its subsidiaries he has become familiar with the Company's and its Subsidiaries' trade secrets and with other Confidential Information concerning the Company and its predecessors and Subsidiaries and that his services have been and shall continue to be of special, unique and extraordinary value to the Company and its Subsidiaries and therefore Executive agrees that, during the Employment Period and for eighteen months thereafter (the "Noncompete Period"), he shall not directly or indirectly own 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 any business competing with the businesses of the Company or its Subsidiaries, as such businesses exist during the Employment Period or, as of the date of termination or expiration of the Employment Period, are contemplated to exist during the eighteen-month period following the date of termination or expiration of the Employment Period (the "Restricted Business") within any geographical area in which the Company or any of its Subsidiaries engage subsidiaries, parents or plan affiliates (collectively, “Nielsen”), disclose any Confidential Information (as defined below) except (A) when required to engage perform his or her duties to Nielsen; (B) as required by law or judicial process; or (C) in connection with any Protected Activity (as defined below) by the Optionee; or (ii) at any time during the eighteen-month Optionee’s employment with Nielsen and for a period following of 12 months thereafter or, if the date Optionee’s employment with Nielsen is terminated under circumstances that entitle the Optionee to receive severance under any severance plan, policy or agreement with Nielsen applicable to the Optionee at the time of termination such termination, for the duration of the Employment Period. Nothing applicable severance period under such plan, policy or agreement if such severance period is longer than 12 months (with, for the avoidance of doubt, the severance period for any lump sum severance payment being equal to the number of months of base salary being paid in such lump sum (for example, 1.5x base salary equates to a severance period of 18 months)) (A) associate with (whether as a proprietor, investor, director, officer, employee, consultant, partner or otherwise) or render services to any business that competes with the business of Nielsen, in any geographic or market area where Nielsen conducts business or provides products or services (or which the Optionee has knowledge, at the time in question, that Nielsen has plans to commence engaging in within twelve (12) months); provided, that nothing herein shall be deemed to prohibit Executive from (i) being a passive owner the Optionee’s ownership of not more than 2% of the outstanding stock publicly-traded securities of any class competing business; (B) induce, influence, encourage or solicit in any manner any (x) client or prospective client with which the Optionee had interactions in connection with his/her employment in the 18 months prior to termination of a corporation which is publicly tradedthe Optionee’s employment with Nielsen, so long as Executive has no active participation or (y) vendor or supplier of Nielsen, to cease or reduce doing business with Nielsen or to do business with any business in competition with the business of Nielsen; (C) solicit, recruit, or seek to hire, or otherwise assist or participate in any way in the solicitation or recruitment of, any person who has been employed or engaged by Nielsen at any time during the 6 months immediately preceding the termination of the Optionee’s employment, or induce, influence, or encourage in any manner, or otherwise assist or participate in any way in the inducement, influence or encouragement of, any such corporation person to terminate his or her employment or engagement with Nielsen; or (D) hire or otherwise assist or participate in any way in the hiring of, any person who has been employed or engaged by Nielsen at any time during the 6 months immediately preceding the termination of the Optionee’s employment. The provisions hereof shall be in addition to and not in derogation of any other agreement covering similar matters to which the Optionee and the Company or any subsidiary or affiliate thereof are parties. For purposes of this agreement, the “business of Nielsen” means consumer purchasing measurement and analytics, media audience measurement and analytics, and any other line of business in which Nielsen is engaged at the time of the termination of the Optionee’s employment (or which the Optionee has knowledge, at the time in question, that Nielsen has plans to commence engaging in within twelve (12) months). If the Optionee is primarily providing services in California at the time the Optionee’s employment with Nielsen terminates, then sub-clauses (A), (B) and (D) of clause (ii) becoming employedof this Section 1 shall not apply following such termination. If the Optionee lived or provided services in Massachusetts for at least thirty (30) days immediately preceding the Optionee’s termination, engaged, associated or otherwise participating with a separately managed division or Subsidiary then sub-clause (A) of a competitive business that does clause (ii) of this Section 1 shall not engage in the Restricted Business (provided that services are provided only to apply following such division or Subsidiary)termination.

Non-Compete, Non-Solicitation. (a) In further consideration of the compensation to be paid to Executive hereunder, Executive acknowledges that during the course of his employment with the Company and its Subsidiaries he shall become familiar, and during his employment with NQLLC or any of its subsidiaries he has become familiar with the Company's and its Subsidiaries' trade secrets and with other Confidential Information concerning the Company and its predecessors and Subsidiaries and that his services have been and shall continue to be of special, unique and extraordinary value to the Company and its Subsidiaries and therefore Executive agrees that, during the Employment Period and for eighteen months thereafter (the "Noncompete Period"), he shall not directly or indirectly own 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 any business competing with the businesses of the Company or its Subsidiaries, as such businesses exist during the Employment Period or, as of the date of termination or expiration of the Employment Period, are contemplated to exist during the eighteen-month period following the date of termination or expiration of the Employment Period (the "Restricted Business") within any geographical area in which the Company or any of its Subsidiaries engage or plan to engage during the eighteen-month period following the date of termination of the Employment Period. Nothing herein shall prohibit Executive from (i) 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 or (ii) becoming employed, engaged, associated or otherwise participating with a separately managed division or Subsidiary of a competitive business that does not engage in the Restricted Business (provided that services are provided only to such division or Subsidiary).

Non-Compete, Non-Solicitation. (a) In further consideration of the compensation to be paid to Executive Employee hereunder, Executive Employee acknowledges that during in the course of his employment with the Company on and its Subsidiaries after the date hereof he shall become familiar, and during his employment with NQLLC or any of its subsidiaries the Company prior to the date hereof he has become familiar familiar, with the Company's and its Subsidiaries' trade secrets and with other Confidential Information concerning the Company and its predecessors and Subsidiaries its affiliates and that his services have been and shall continue to be of special, unique and extraordinary value to the Company and its Subsidiaries and therefore Executive Company. Therefore, Employee agrees that, during the Employment Period and for eighteen Twenty-Four (24) months thereafter (the "Noncompete Non -compete Period"), he shall not directly or indirectly own 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 any business competing with the businesses of the Company or and its Subsidiaries, affiliates as such businesses exist during the Employment Period or, as of or are in process on the date of the termination or expiration of the Employment Period, are contemplated to exist during the eighteen-month period following the date of termination or expiration of the Employment Period (the "Restricted Business") within any geographical area in the United States in which the Company or any of its Subsidiaries affiliates engage or plan to engage in such businesses. Employee is entitled to receive his Base Salary for the initial Non compete Period payable in regular installments. Notwithstanding anything to the contrary in this Agreement, the Company may, at its sole option, extend the Non compete Period for up to two (2) additional 12-month periods by notifying Employee in writing at least 60 days prior to the end of the Non compete Period or the end of the first 12-month extension thereof. If the Company so exercises its rights under the preceding sentence, Employee shall be entitled to continue to receive his Base Salary (or begin to receive his Base Salary after the termination of the initial Non compete Period if Employee was not otherwise entitled to receive his Base Salary during the eighteenInitial Non compete Period) payable in regular installments for such additional 12-month period following and (if elected by the date of termination of the Employment PeriodCompany) such successive 12-month period (subject, in each case, to reductions as provided in this agreement). Nothing herein shall prohibit Executive Employee from (i) 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 Employee has no active participation in the business of such corporation or (ii) becoming employed, engaged, associated or otherwise participating with a separately managed division or Subsidiary of a competitive business that does not engage in the Restricted Business (provided that services are provided only to such division or Subsidiary)corporation.

Non-Compete, Non-Solicitation. (a) In further consideration of the compensation to be paid to Executive hereunder, The Executive acknowledges that during in the course of his employment with the Company and its Subsidiaries subsidiaries he shall will become familiar, and during his employment with NQLLC or any of the Company and its subsidiaries predecessors he has become familiar familiar, with the Company's and its Subsidiariessubsidiaries' trade secrets and with other Confidential Information confidential information concerning the Company Company, its subsidiaries and its the Company's predecessors and Subsidiaries and that his services have been and shall continue to will be of special, unique and extraordinary value to the Company and its Subsidiaries and therefore subsidiaries. Therefore, the Executive agrees that, during the Employment Period and in the case of (x) termination for eighteen months thereafter Cause, resignation (other than resignation for "Good Reason" following a "Change in Control") or, if applicable, the expiration (and non-renewal) of the Employment Period on April 1, 2002, for three years thereafter, or (y) termination without Cause, during the period in which the Executive receives payment of Base Salary pursuant to Section 5(b) (without regard to the proviso contained therein) (the applicable period being referred to herein as the "Initial Noncompete Period"), he shall not directly or indirectly own any interest inown, 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 any business competing with the businesses of the Company or its Subsidiaries, subsidiaries as such businesses exist during the Employment Period or, as of or are in process on the date of the termination or expiration of the Employment Period, are contemplated to exist during the eighteen-month period following the date of termination or expiration Executive's employment (any of the Employment Period (the foregoing, to "Restricted BusinessCompete") ), within any geographical area in which the Company or any of its Subsidiaries subsidiaries engage or plan to engage in such businesses. In addition, the Executive agrees that he shall not Compete in any such geographical area during the eighteen-month period two years following the date of termination of the Employment Initial Noncompete Period (the "Limited Noncompete Period. Nothing herein shall prohibit " and, together with the Initial Noncompete Period, the "Noncompete Period"); provided, however, that the Executive from (i) being a passive owner of not more than 2% of may perform consulting services during the outstanding stock of any class of a corporation which is publicly traded, Limited Noncompete Period so long as Executive has no active participation in any such consulting services provided to any Client (as defined below) of the business of such corporation Company or its subsidiaries (ii) becoming employedcollectively, engagedthe "Companies"), associated or otherwise participating with a separately managed division or Subsidiary of a competitive business that does are not engage in the Restricted Business (provided that services are provided only to such division or Subsidiary).the

Non-Compete, Non-Solicitation. (a) In further consideration of the compensation to be paid to Executive hereunder, Executive Xxxxxx acknowledges that during the course of his Xxxxxx’s employment with the Company Company, Xxxxxx has and its Subsidiaries he shall become familiar, and during his employment with NQLLC or any of its subsidiaries he has will become familiar with the Company's and its Subsidiaries' ’s trade secrets and with other Confidential Information concerning the Company and its predecessors and Subsidiaries Affiliates and that his Holder’s services have been and shall continue to will be of special, unique and extraordinary value to the Company and its Subsidiaries Affiliates. Therefore, and therefore Executive in further consideration of the Performance Stock Units to be granted to Holder hereunder, Xxxxxx agrees to the covenants set forth in this section and acknowledges that (i) the covenants set forth herein are reasonably limited in time and in all other respects, (ii) the covenants set forth herein are reasonably necessary for the protection of the Company, and (iii) the covenants set forth herein have been made in order to induce the Company to enter into this Award Agreement and the Company would not have entered into this Award Agreement but for Xxxxxx’s agreement to such covenants. Holder agrees that, during the Employment Period period commencing on the date hereof and for eighteen months thereafter ending on the two year anniversary of Xxxxxx’s Termination (the "Noncompete “Restricted Period"”), he Holder shall not directly or indirectly own any interest in, manage, control, engage in, participate in, consult with, contribute to or render services forfor (as an officer, be employed in an executivedirector, managerial or administrative capacity by, employee or in any manner engage other regard), any Person that is in any business competing which competes with the businesses of any business that the Company and/or its Affiliates conducts or its Subsidiarieshas specific plans to conduct at the time of Holder’s Termination anywhere in the world; provided that, as such businesses exist during the Employment Period or, as of the date of termination or expiration of the Employment Period, are contemplated to exist during the eighteen-month period following the date of termination or expiration of the Employment Period (the "Restricted Business") within any geographical area in which the Company or any of its Subsidiaries engage or plan to engage during the eighteen-month period following the date of termination of the Employment Period. Nothing nothing herein shall prohibit Executive Holder from (i) being a passive owner of not more less than 2% of the outstanding stock of any class of a corporation which is publicly traded, so long as Executive Holder has no active participation in the business of such corporation corporation. During the Restricted Period, Holder shall not directly, or indirectly through another entity, (i) solicit or induce or attempt to solicit or induce any employee of the Company or any Affiliate to leave the employ of the Company or such Affiliate, or in any way interfere with the relationship between the Company or any Affiliate and any employee thereof, (ii) becoming employedhire any person who was an employee of the Company or any Affiliate at any time from 6 months prior to the date hereof through the Holder’s Termination, engaged, associated (iii) make any statement or otherwise participating with a separately managed division do any act intended to cause existing or Subsidiary potential customers of a the Company or any Affiliate to make use of the services or purchase the products of any competitive business or (iv) 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, or materially and adversely change the terms of its business with, the Company or such Affiliate, or in any way interfere with the relationship between any such customer, supplier, licensee, licensor, franchisee or business relation and the Company or any Affiliate. If the Committee determines in good faith that does not engage Xxxxxx has breached or threatened to breach any of the covenants contained herein, or any restrictive covenant contained in an employment agreement or other agreement between Holder and any of the Restricted Business (provided that services are provided only Company or any of its Affiliates, to such division or Subsidiary).the extent permitted by applicable law:

Non-Compete, Non-Solicitation. While employed with the Company and i) in the case of resignation or Covered Termination Other Than During a Change in Control Period, for a period of six (a6) In further consideration months after the last day of Executive’s employment with the Company, and ii) in the case of Covered Termination During a Change in Control Period or Termination for Cause for a period of nine (9) months after the last day of Executive’s employment with the Company, the Executive will not directly or indirectly participate or assist in selling, attempting to sell or planning to sell, or become employed by any entity which sells or plans to sell, any Products / Services related to invasive, minimally invasive or non-invasive aesthetic devices or products in any jurisdiction in which the Company, has engaged in efforts to market its goods or services within the ninety (90) days period immediately preceding the last day of the compensation to be paid to Executive’s employment with the Company. Executive hereunderfurther agrees that, Executive acknowledges that during the course of his Executive’s employment with the Company and its Subsidiaries he shall become familiari) in the case of resignation or Covered Termination Other Than During a Change in Control Period, and during his for a period of six (6) months after the last day of Executive’s employment with NQLLC or any of its subsidiaries he has become familiar with the Company's , and its Subsidiaries' trade secrets and ii) in the case of Covered Termination During a Change in Control Period or Termination for Cause for a period of nine (9) months after the last day of Executive’s employment with other Confidential Information concerning the Company and its predecessors and Subsidiaries and that his services have been and shall continue to be of special, unique and extraordinary value to the Company and its Subsidiaries and therefore Executive agrees that, during the Employment Period and for eighteen months thereafter (the "Noncompete Period")Company, he shall not not, directly or indirectly own indirectly: (i) solicit, induce, entice or attempt to entice any interest in, manage, control, participate in, consult with, render services for, be employed in an executive, managerial employee or administrative capacity by, or in any manner engage in any business competing with the businesses contractor of the Company who was an employee or its Subsidiariescontractor of the Company within the twelve (12) months preceding the date of termination of the Executive’s employment, as such businesses exist during to terminate his or her employment, contractual, or other relationship with the Employment Period orCompany; (ii) solicit or accept any business for any product sold, manufactured, imported, licensed or distributed by the Company (as of the date of termination or expiration of the Employment PeriodExecutive’s employment) from any person, are contemplated to exist during firm or corporation that was a customer of the eighteen-month period following Company within the twelve (12) months preceding the date of termination termination; and (iii) solicit, induce, entice or expiration attempt to entice any customer or supplier of the Employment Period (the "Restricted Business") within any geographical area in which Company that was a customer or supplier of the Company or any of its Subsidiaries engage or plan to engage during within the eighteen-month period following twelve (12) months preceding the date of termination of the Employment Period. Nothing herein shall prohibit Executive from (i) being a passive owner of not more than 2% of Executive’s employment, to terminate its business relationship with 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 or (ii) becoming employed, engaged, associated or otherwise participating with a separately managed division or Subsidiary of a competitive business that does not engage in the Restricted Business (provided that services are provided only to such division or Subsidiary)Company.

Non-Compete, Non-Solicitation. (a) In further consideration of the compensation to be paid to Executive hereunder, Executive acknowledges that during in the course of his employment with the Company and its Subsidiaries he shall become familiar, and during his employment with NQLLC or any of its subsidiaries he has become familiar with the Company's and its Subsidiaries' trade secrets and with other Confidential Information concerning the Company and its predecessors and Subsidiaries and that his services have been and shall continue to be of special, unique and extraordinary value to the Company and its Subsidiaries and therefore Subsidiaries. Therefore, Executive agrees that, that during the Employment Period and for eighteen months two years thereafter (the "Noncompete Period"), he shall not directly or indirectly own any interest in, manage, control, participate in, consult with, with or render services for, be employed in an executive, managerial or administrative capacity by, or in any manner engage in for any business competing with the businesses of the Company or its Subsidiaries, as such businesses exist during the Employment Period or, as NES or any of the date Affiliates of NES (including, without limitation, the sale, rental and maintenance of construction equipment) (a) prior to termination or expiration of the Employment Period, are contemplated to exist during anywhere in the eighteen-month period following the date of termination United States or expiration of the Employment Period (the "Restricted Business"b) within any geographical area in which the Company or any of its Subsidiaries engage or plan to engage during the eighteen-month period following the date of after termination of the Employment Period, within 150 miles of any store location of NES or any Affiliate of NES (but excluding any store location of the Company, NES or any Affiliate of NES which is opened within 150 miles of any store location of a competing enterprise with respect to which Executive has previously incurred significant financial obligations or in which Executive has previously made a significant financial investment without violating the provisions of this Section 7). Nothing herein shall prohibit Executive from (i) 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 corporation. The earlier termination of the noncompetition agreements contained in Article 4 of the Asset Purchase Agreement, dated as of the date hereof (the "Purchase Agreement"), among Executive, the Company and Lone Star Rentals, Inc. ("Seller"), shall not affect in any manner the operation and effectiveness of this Section 7. Notwithstanding any provision to the contrary, if the Employment Period has terminated, the obligations of Executive under this Section 7 shall terminate if (i) the Company fails to make a payment to Seller when due pursuant to Section 2.3(a) or Section 2.5 of the Purchase Agreement and such non-payment continues after sixty (60) days written notice from Executive to NES and the Company; or (ii) becoming employedNES ceases to pay quarterly interest payments as provided in the Promissory Note (as such term is defined in the Purchase Agreement) and such non-payment continues after sixty (60) days written notice from Seller to NES and the Company; or (iii) the Company fails to make a payment of rent when due under any of the Stockholder Lease Agreements (as such term is defined in the Purchase Agreement), engaged, associated or otherwise participating with other than as a separately managed division or Subsidiary result of a competitive business that does not engage in breach of such Stockholder Lease Agreement by Executive, and without the Restricted Business written consent of Executive, and such non-payment continues after sixty (provided that services are provided only 60) days written notice from Executive to such division or Subsidiary)NES and the Company.

Non-Compete, Non-Solicitation. (a) In further consideration of the compensation sale and purchase of the Company's stock hereunder and the other stock sales and stock options made available to be paid Employee pursuant to Executive hereunderseparate agreements, Executive Employee acknowledges that during in the course of his or her employment with the Company and or its Subsidiaries he or she shall become familiar, and during his employment with NQLLC or any of its subsidiaries he has become familiar with the Company's and its Subsidiaries' trade secrets and with other Confidential Information concerning the Company and its predecessors and Subsidiaries and that his or her services have been and shall continue to be of special, unique and extraordinary value to the Company and its Subsidiaries and therefore Executive Subsidiaries. Therefore, Employee agrees that, during the Employment Period period of his or her employment with the Company or its Subsidiaries and, at the Company's option, so long as the Company elects to pay Employee's monthly base salary during any such month (it being agreed that the Company's payment of any severance or other termination payments pursuant to any separate employment or other agreement between the Company and Employee which provides Employee with severance or other termination payments (whether on a periodic basis or in a lump sum) not less than Employee's monthly base salary shall be deemed to satisfy the aforementioned requirement), on a month to month basis thereafter for eighteen a period not to exceed twelve months thereafter (the "Noncompete Period"), he or she shall not directly or indirectly own 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 any business competing with the businesses of the Company or its Subsidiaries, as such businesses exist during the Employment Period or, as of or are in process on the date of the termination or expiration of Employee's employment, anywhere in the world (any of the Employment Periodforegoing, are contemplated to exist during the eighteen-month period following the date of termination or expiration of the Employment Period (the a "Restricted BusinessCompetitive Activity") within any geographical area in which the Company or any of its Subsidiaries engage or plan to engage during the eighteen-month period following the date of termination of the Employment Period). Nothing herein shall prohibit Executive -------------------- Employee from (i) 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 Employee has no active participation in the business of such corporation or (ii) becoming employed, engaged, associated or otherwise participating with a separately managed division or Subsidiary of a competitive business that does not engage in the Restricted Business (provided that services are provided only to such division or Subsidiary)corporation.