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

Non-Compete, Non-Solicitation. (a) In further consideration of the increased compensation and benefits to be paid to Executive hereunder, Executive acknowledges that during the course of his employment with the Company and its Subsidiaries, he has and shall become familiar with Parent’s and its Subsidiaries’ and Affiliates’ corporate strategy, pricing and other market information, know-how, trade secrets and valuable customer, supplier and employee relationships, and with other Confidential Information concerning Parent and its Subsidiaries and Affiliates, and that his services have been and shall be of special, unique and extraordinary value to Parent and its Subsidiaries and Affiliates. Accordingly, and in consideration for receiving the salary increase in connection with this Agreement and the potential severance benefits set forth in Section 4(b) above, Executive agrees that, during the Employment Period and for one (1) year thereafter (the “Non-compete Period”), if the termination of Executive’s employment is voluntary or for “Cause” (as defined above), he shall not, directly or indirectly, without the prior written consent of the Company, in a capacity similar to the position(s) held by Executive with the Company in the last two (2) years of Executive’s employment by the Company, and in a geographic area to which Executive was assigned, in which Executive provided services or had a material presence or influence, or for which Executive was directly or indirectly responsible, during the last two (2) years of his employment by the Company, own any interest in, manage, control, participate in, consult with, render services for, or in any manner engage in any Competing Business that conducts operations or sales in such U.S. states, or such countries outside the United States, as Parent and its Subsidiaries conduct sales or operations as of the date of termination of the Employment Period. Nothing herein shall prohibit Executive from being a passive owner of not more than 2% of the outstanding stock of any class of a publicly-traded corporation, so long as Executive has no active participation in the business of such corporation. For purpose of this Agreement, “

Non-Compete, Non-Solicitation. (a) In further consideration of the increased compensation and benefits to be paid to Executive hereunder, Executive acknowledges that during the course of his employment with the Company and its SubsidiariesSubsidiaries he shall become familiar, and during his employment with NQLLC or any of its subsidiaries he has and shall become familiar with Parent’s Holdings', the Company's and its their Subsidiaries’ and Affiliates’ corporate strategy, pricing and other market information, know-how, ' trade secrets and valuable customer, supplier and employee relationships, and with other Confidential Information concerning Parent Holdings, the Company and its their predecessors and Subsidiaries and Affiliates, and that his services have been and shall continue to be of special, unique and extraordinary value to Parent Holdings, the Company and its Subsidiaries and Affiliates. Accordinglytheir Subsidiaries, including NQLLC, and in consideration for receiving the salary increase in connection with this Agreement and the potential severance benefits set forth in Section 4(b) above, therefore Executive agrees that, during the Employment Period and for one (1) year eighteen months thereafter (the “Non-compete "Noncompete Period”), if the termination of Executive’s employment is voluntary or for “Cause” (as defined above"), he shall not, directly or indirectly, without the prior written consent of the Company, in a capacity similar to the position(s) held by Executive with the Company in the last two (2) years of Executive’s employment by the Company, and in a geographic area to which Executive was assigned, in which Executive provided services or had a material presence or influence, or for which Executive was not directly or indirectly responsible, during the last two (2) years of his employment by the Company, 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 Competing Business that conducts operations business competing with the businesses of Holdings, the Company or sales in such U.S. states, or such countries outside the United Statestheir Subsidiaries, as Parent and its Subsidiaries conduct sales or operations 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 Holdings, the Company or any of its Subsidiaries engage or plan to engage during the eighteen-month period following the date of termination or expiration 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 publicly-traded corporationcorporation which is publicly traded, so long as Executive has no active participation in the business of such corporation. For purpose corporation or (ii) becoming employed, engaged, associated or otherwise participating with a separately managed division or Subsidiary of this Agreement, “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 increased compensation and benefits to be paid to Executive hereunder, Executive acknowledges that during the course of his employment with the Company and its Subsidiaries, Subsidiaries he has and shall become familiar with Parent’s and its Subsidiaries’ and Affiliates’ corporate strategy, pricing and other market information, know-how, the Company's trade secrets and valuable customer, supplier and employee relationships, and with other Confidential Information concerning Parent the Company and its Subsidiaries and Affiliates, and that his services have been and shall continue to be of special, unique and extraordinary value to Parent the Company and its Subsidiaries and Affiliates. AccordinglySubsidiaries, and in consideration for receiving the salary increase in connection with this Agreement and the potential severance benefits set forth in Section 4(b) abovetherefore, Executive agrees that, during Executive's employment with the Employment Period Company and/or any of its Subsidiaries and for one (1) year thereafter (the “Non-compete Period”), if following the termination of Executive’s 's employment is voluntary or for “Cause” (as defined abovethe "Noncompete Period"), he shall not, directly or indirectly, without the prior written consent of the Company, in a capacity similar to the position(s) held by Executive with the Company in the last two (2) years of Executive’s employment by the Company, and in a geographic area to which Executive was assigned, in which Executive provided services or had a material presence or influence, or for which Executive was not directly or indirectly responsible, during the last two (2) years of his employment by the Company, 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 Competing business or entity selling or offering for sale products or services competitive with the Business that conducts operations (as defined below) of the Company or sales in such U.S. states, or such countries outside the United Statesits Subsidiaries, as Parent and its Subsidiaries conduct sales such Businesses exists or operations as of is in process during the Employment Period or on the date of the termination or expiration of the Employment Period, within any geographical area in which the Company or its Subsidiaries engages or has made substantial, executable plans to engage in such Business. Such business (the “Business”) shall mean the research, development, manufacture, or sale of LED lighting devices, including but not limited to, LED lighting components, LED retrofit lamps, LED luminaires, LED fixtures and/or LED lighting systems, and shall not include any business or businesses of any parent entity or owner of the Company. Nothing herein shall prohibit Executive from being a passive owner of not more than 2% of the outstanding stock of any class of a publicly-traded corporationcorporation which is publicly traded, so long as Executive has no active participation in the business of such corporation. For purpose of this Agreement, “.

Non-Compete, Non-Solicitation. (a) In further consideration of the increased compensation and benefits to be paid to Executive hereunder, Executive acknowledges that during the course of his her employment with the Company and its Subsidiaries, he has and shall become familiar with Parent’s and its Subsidiaries’ and Affiliates’ corporate strategy, pricing and other market information, know-how, trade secrets and valuable customer, supplier and employee relationships, and with other Confidential Information concerning Parent and its Subsidiaries and Affiliates, and that his her services have been and shall be of special, unique and extraordinary value to Parent and its Subsidiaries and Affiliates. Accordingly, and in consideration for receiving the salary increase in connection with this Agreement and the potential severance benefits set forth in Section 4(b) above, Executive agrees that, during the Employment Period and for one (1) year thereafter (the “Non-compete Period”), if the termination of Executive’s employment is voluntary or for “Cause” (as defined above), he shall not, directly or indirectly, without the prior written consent of the Company, in a capacity similar to the position(s) held by Executive with the Company in the last two (2) years of Executive’s employment by the Company, and in a geographic area to which Executive was assigned, in which Executive provided services or had a material presence or influence, or for which Executive was directly or indirectly responsible, during the last two (2) years of his her employment by the Company, own any interest in, manage, control, participate in, consult with, render services for, or in any manner engage in any Competing Business that conducts operations or sales in such U.S. states, or such countries outside the United States, as Parent and its Subsidiaries conduct sales or operations as of the date of termination of the Employment Period. Nothing herein shall prohibit Executive from being a passive owner of not more than 2% of the outstanding stock of any class of a publicly-traded corporation, so long as Executive has no active participation in the business of such corporation. For purpose of this Agreement, “

Non-Compete, Non-Solicitation. (a) In further consideration of the increased compensation and benefits to be paid to Executive hereunder, Executive acknowledges that during the course of his her employment with the Company and its Subsidiaries, he she has and shall become familiar with Parent’s and its Subsidiaries’ and Affiliates’ corporate strategy, pricing and other market information, know-how, trade secrets and valuable customer, supplier and employee relationships, and with other Confidential Information concerning Parent and its Subsidiaries and Affiliates, and that his her services have been and shall be of special, unique and extraordinary value to Parent and its Subsidiaries and Affiliates. Accordingly, and in consideration for receiving the salary increase in connection with this Agreement and the potential severance benefits set forth in Section 4(b) above, Executive agrees that, during the Employment Period and for one (1) year thereafter (the “Non-compete Period”), if the termination of Executive’s employment is voluntary or for “Cause” (as defined above), he she shall not, directly or indirectly, without the prior written consent of the Company, serve in a capacity similar to the position(s) held by Executive with the Company in the last two (2) years of Executive’s employment by the Company, and in a geographic area to which Executive was assigned, in which Executive provided services or had a material presence or influence, or for which Executive was directly or indirectly responsible, during the last two (2) years of his her employment by the Company, own any interest in, manage, control, participate in, consult with, render services for, or in any manner engage in any Competing Business that conducts operations or sales in such U.S. states, or such countries outside the United States, as Parent and its Subsidiaries conduct sales or operations as of the date of termination of the Employment Period. Nothing herein shall prohibit Executive from being a passive owner of not more than 2% of the outstanding stock of any class of a publicly-traded corporation, so long as Executive has no active participation in the business of such corporation. For purpose of this Agreement, “

Non-Compete, Non-Solicitation. (a) In further consideration of Executive acknowledges and agrees that should Executive depart the increased compensation Company and benefits to be paid to Executive hereunderbecome engaged by a competitor within a one (1) year period following his departure, Executive would by necessity utilize and rely upon the extensive proprietary information, Confidential Information and trade secrets, related to the business, that Executive was required to know, and use, on a day-to-day basis while employed by the Company. Executive also acknowledges that during the course of his employment with the Company and its Subsidiaries, Subsidiaries he has and shall become intimately familiar with Parent’s and its Subsidiaries’ and Affiliates’ corporate strategy, pricing and other market information, know-how, the Company's trade secrets and valuable customer, supplier and employee relationships, and with other Confidential Information concerning Parent the Company and its Subsidiaries and Affiliates, and that his services have been and shall be of special, unique and extraordinary value to Parent the Company and its Subsidiaries and AffiliatesSubsidiaries. Accordingly, and in consideration for receiving the salary increase in connection with this Agreement and the potential severance benefits set forth in Section 4(b) aboveTherefore, Executive agrees that, during the Employment Period and for one (1) year thereafter (the “Non-compete "Noncompete Period”), if the termination of Executive’s employment is voluntary or for “Cause” (as defined above"), he shall not, directly or indirectly, without the prior written consent of the Company, in a capacity similar to the position(s) held by Executive with the Company in the last two (2) years of Executive’s employment by the Company, and in a geographic area to which Executive was assigned, in which Executive provided services or had a material presence or influence, or for which Executive was not directly or indirectly responsible, during the last two (2) years of his employment by the Company, 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 in, any Competing Business that conducts operations business or sales in such U.S. states, entity competing with the businesses of the Company or such countries outside the United States, as Parent and its Subsidiaries conduct sales as such businesses exist or operations as of are in process during the Employment Period or on the date of the termination of the Employment Period, within any geographical area in which the Company or its Subsidiaries engage in such business or actively plan to engage in such businesses at the time of Executive's departure from the Company. Nothing herein shall prohibit Executive from being a passive owner of not more than 2% of the outstanding stock of any class of a publicly-traded corporationcorporation which is publicly traded, so long as Executive has no active participation in the business of such corporation. For purpose purposes of this Agreement, “competitors of the Company shall include, but not be limited to, the companies listed in Exhibit D hereto.

Non-Compete, Non-Solicitation. (a) In further consideration of the increased compensation and benefits to be paid to Executive hereunder, Executive acknowledges that during the course of his employment with the Company and its Subsidiaries, he she has and shall become familiar with Parent’s and its Subsidiaries’ and Affiliates’ corporate strategy, pricing and other market information, know-how, trade secrets and valuable customer, supplier and employee relationships, and with other Confidential Information concerning Parent and its Subsidiaries and Affiliates, and that his services have been and shall be of special, unique and extraordinary value to Parent and its Subsidiaries and Affiliates. Accordingly, and in consideration for receiving the salary increase in connection with this Agreement and the potential severance benefits set forth in Section 4(b) above, Executive agrees that, during the Employment Period and for one (1) year thereafter (the “Non-compete Period”), if the termination of Executive’s employment is voluntary or for “Cause” (as defined above), he she shall not, directly or indirectly, without the prior written consent of the Company, serve in a capacity similar to the position(s) held by Executive with the Company in the last two (2) years of Executive’s employment by the Company, and in a geographic area to which Executive was assigned, in which Executive provided services or had a material presence or influence, or for which Executive was directly or indirectly responsible, during the last two (2) years of his employment by the Company, own any interest in, manage, control, participate in, consult with, render services for, or in any manner engage in any Competing Business that conducts operations or sales in such U.S. states, or such countries outside the United States, as Parent and its Subsidiaries conduct sales or operations as of the date of termination of the Employment Period. Nothing herein shall prohibit Executive from being a passive owner of not more than 2% of the outstanding stock of any class of a publicly-traded corporation, so long as Executive has no active participation in the business of such corporation. For purpose of this Agreement, “

Non-Compete, Non-Solicitation. (a) In further Non-competition. As additional consideration of for the increased compensation and benefits to be paid to Executive hereunderunder this Agreement, Executive acknowledges that during the course of his Executive’s employment with the Company and its Subsidiaries, he has Subsidiaries Executive shall have access to and shall become familiar with, and prior hereto during Executive’s employment with ParentGrede II LLC Executive has become familiar with, the Company’s and its Subsidiaries’ and Affiliates’ corporate strategy, pricing and other market information, know-how, trade secrets and valuable customer, supplier and employee relationships, and with other Confidential Information concerning Parent and its Subsidiaries and Affiliates, the Company Group and that his Executive’s services have been and shall be of special, unique and extraordinary value to Parent the Company and its Subsidiaries and Affiliates. AccordinglySubsidiaries, and in consideration for receiving the salary increase in connection with this Agreement and the potential severance benefits set forth in Section 4(b) abovetherefore, Executive agrees that, during the Employment Period and for one eighteen (118) year months thereafter (the “Non-compete Noncompete Period”), if the termination of Executive’s employment is voluntary or for “Cause” (as defined above), he Executive shall not, directly or indirectly, without the prior written consent of the Company, in a capacity similar to the position(s) held by Executive with the Company in the last two (2) years of Executive’s employment by the Company, and in a geographic area to which Executive was assigned, in which Executive provided services or had a material presence or influence, or for which Executive was not directly or indirectly responsible, during the last two (2) years of his employment by the Company, own any interest in, manage, control, participate in, consult with, render services for, be employed by, or in any manner engage in, any person, business or entity competing with any member of the Company Group as such businesses exist or are in any Competing Business that conducts operations process during the Employment Period or sales in such U.S. states, or such countries outside the United States, as Parent and its Subsidiaries conduct sales or operations as of on the date of the termination or expiration of the Employment Period, within any geographical area in which any member of the Company Group engage or plan to engage in such businesses (a “Competitive Business”). Nothing herein shall prohibit Executive from being a passive owner of not more than 2% of the outstanding stock of any class of a publicly-traded corporationcorporation which is publicly traded, so long as Executive has no active participation in the business of such corporation. For purpose , and Executive may, without violating this Section 9(a), serve as an employee, consultant or independent contractor to any person or business engaging in a Competitive Business through any division or subsidiary provided such Competitive Business generates less than 20% of this Agreementthe annual revenue of such person or business and provided that Executive does not participate in, “work for or provide any services to such person or business in connection with such Competitive Business.

Non-Compete, Non-Solicitation. (a) In further consideration of connection with the increased compensation and benefits to be paid to Executive hereunderEmployment Agreement, Executive acknowledges that during in the course of his employment with the Company and its Subsidiaries, Subsidiaries he has and shall become familiar with Parent’s and its Subsidiaries’ and Affiliates’ corporate strategy, pricing and other market information, know-how, the Company's trade secrets and valuable customer, supplier and employee relationships, and with other Confidential Information concerning Parent the Company and its Subsidiaries and AffiliatesSubsidiaries, and that his services have been and shall be of special, unique and extraordinary value to Parent the Company and its Subsidiaries and AffiliatesSubsidiaries. Accordingly, and in consideration for receiving the salary increase in connection with this Agreement and the potential severance benefits set forth in Section 4(b) aboveTherefore, Executive agrees that, during the Employment Period and for one (1) year thereafter (the “Non-compete "Noncompete ---------- Period”), if the termination of Executive’s employment is voluntary or for “Cause” (as defined above"), he shall not, directly or indirectly, without the prior written consent of the Company, in a capacity similar to the position(s) held by Executive with the Company in the last two (2) years of Executive’s employment by the Company, and in a geographic area to which Executive was assigned, in which Executive provided services or had a material presence or influence, or for which Executive was not directly or indirectly responsible, during the last two (2) years of his employment by the Company, own any interest in, manage, -------- control, participate in, consult with, render services for, or in any manner engage in any Competing Business that conducts operations business involved in the business of crane and other lifting equipment sales or sales in such U.S. states, rentals or such countries outside competing with the United Statesbusinesses of the Company or its Subsidiaries, as Parent and its Subsidiaries conduct sales such businesses exist or operations as of are in process or for which the Company has documented plans for entering on the date of the termination or expiration of the Employment Period, within any geographical area in which the Company or its Subsidiaries engage or plan to engage in such businesses. Nothing herein shall prohibit Executive from being a passive owner of not more than 2% of the outstanding stock of any class of a publicly-traded corporationcorporation which is publicly traded, so long as Executive has no active participation in the business of such corporation. For purpose of this AgreementAt the Company's option, “upon written notice to the Executive, the Non-Compete Period may be changed to during the Employment Period and for not less than six months nor more than one year after the Employment Period.

Non-Compete, Non-Solicitation. (a) In further consideration of the increased compensation and benefits to be paid to Executive hereunder, Executive acknowledges that during in the course of his employment with the Company he shall become familiar, and its Subsidiariesduring his employment with The Xxxxxxxx Group, Ltd. he has and shall become familiar familiar, with Parent’s and its Subsidiaries’ and Affiliates’ corporate strategy, pricing and other market information, know-how, the Company's trade secrets and valuable customer, supplier and employee relationships, and with other Confidential Information concerning Parent the Company and its predecessors and its Subsidiaries and Affiliates, and that his services have been and shall be of special, unique and extraordinary value to Parent The Xxxxxxxx Group, Ltd., the Company and its Subsidiaries and AffiliatesSubsidiaries. Accordingly, and in consideration for receiving the salary increase in connection with this Agreement and the potential severance benefits set forth in Section 4(b) aboveTherefore, Executive agrees that, that during (i) the Employment Period, (ii) the Severance Period, and (iii) the Additional Noncompete Period and for one (1) year thereafter (the “Non-compete Period”), if the termination of Executive’s employment is voluntary or for “Cause” (as defined abovebelow) ((i), (ii) and (iii), collectively, the "Noncompete Period"), he shall not, directly or indirectly, without the prior written consent of the Company, in a capacity similar to the position(s) held by Executive with the Company in the last two (2) years of Executive’s employment by the Company, and in a geographic area to which Executive was assigned, in which Executive provided services or had a material presence or influence, or for which Executive was not directly or indirectly responsible, during the last two (2) years of his employment by the Company, own any interest in, manage, control, participate in, consult with, render services for, or in any manner engage in any Competing Business that conducts operations business competing with the businesses of the Company or sales in such U.S. states, or such countries outside the United Statesits Subsidiaries, as Parent and its Subsidiaries conduct sales such businesses exist or operations as of are in process on the date of the termination of Executive's employment, within any state in the Employment PeriodUnited States in which the Company or its Subsidiaries engage in such businesses at the time of termination and all states located adjacent to such states. Nothing herein shall prohibit Executive from being a passive owner of not more than 25% of the outstanding stock of any class of a publicly-traded corporationcorporation which is publicly traded, so long as Executive has no active participation in the business of such corporation. For purpose Executive may elect at any time to waive or shorten the Severance Period. Such waiver or reduction of this Agreement, “all severance payments pursuant to paragraph 4 above shall reduce the Noncompete Period by the period of time for which Executive elects to reduce the Severance Period.

Non-Compete, Non-Solicitation. (a) In further consideration of Executive acknowledges and agrees that should Executive depart the increased compensation Company and benefits to be paid to Executive hereunderbecome engaged by a competitor within a one (1) year period following his departure, Executive would by necessity utilize and rely upon the extensive proprietary information, Confidential Information and trade secrets, related to the business, that Executive was required to know, and use, on a day-to-day basis while employed by the Company. Executive also acknowledges that during the course of his employment with the Company and its Subsidiaries, Subsidiaries he has and shall become intimately familiar with Parent’s and its Subsidiaries’ and Affiliates’ corporate strategy, pricing and other market information, know-how, the Company's trade secrets and valuable customer, supplier and employee relationships, and with other Confidential Information concerning Parent the Company and its Subsidiaries and Affiliates, and that his services have been and shall be of special, unique and extraordinary value to Parent the Company and its Subsidiaries and AffiliatesSubsidiaries. Accordingly, and in consideration for receiving the salary increase in connection with this Agreement and the potential severance benefits set forth in Section 4(b) aboveTherefore, Executive agrees that, during the Employment Period and for one (1) year thereafter (the “Non-compete "Noncompete Period”), if the termination of Executive’s employment is voluntary or for “Cause” (as defined above"), he shall not, directly or indirectly, without the prior written consent of the Company, in a capacity similar to the position(s) held by Executive with the Company in the last two (2) years of Executive’s employment by the Company, and in a geographic area to which Executive was assigned, in which Executive provided services or had a material presence or influence, or for which Executive was not directly or indirectly responsible, during the last two (2) years of his employment by the Company, 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 in, any Competing Business that conducts operations business or sales in such U.S. states, entity competing with the businesses of the Company or such countries outside the United States, as Parent and its Subsidiaries conduct sales as such businesses exist or operations as of are in process during the Employment Period or on the date of the termination of the Employment Period, within any geographical area in which the Company or its Subsidiaries engage in such business or actively plan to engage in such businesses at the time of Executive's departure from the Company. Nothing herein shall prohibit Executive from being a passive owner of not more than 2% of the outstanding stock of any class of a publicly-traded corporationcorporation which is publicly traded, so long as Executive has no active participation in the business of such corporation. For purpose purposes of this Agreementagreement, “competitors shall be deemed to include the following companies listed in Exhibit D.

Non-Compete, Non-Solicitation. (a) In further consideration of Executive acknowledges and agrees that should Executive depart the increased compensation Company and benefits to be paid to Executive hereunderbecome engaged by a competitor within a one (1) year period following his departure, Executive would by necessity utilize and rely upon the extensive proprietary information, Confidential Information and trade secrets, related to the business, that Executive was required to know, and use, on a day-to-day basis while employed by the Company. Executive also acknowledges that during the course of his employment with the Company and its Subsidiaries, Subsidiaries he has and shall become intimately familiar with Parentthe Company’s and its Subsidiaries’ and Affiliates’ corporate strategy, pricing and other market information, know-how, trade secrets and valuable customer, supplier and employee relationships, and with other Confidential Information concerning Parent the Company and its Subsidiaries and Affiliates, and that his services have been and shall be of special, unique and extraordinary value to Parent the Company and its Subsidiaries and AffiliatesSubsidiaries. Accordingly, and in consideration for receiving the salary increase in connection with this Agreement and the potential severance benefits set forth in Section 4(b) aboveTherefore, Executive agrees that, during the Employment Period and for one (1) year thereafter (the “Non-compete Noncompete Period”), if the termination of Executive’s employment is voluntary or for “Cause” (as defined above), he shall not, directly or indirectly, without the prior written consent of the Company, in a capacity similar to the position(s) held by Executive with the Company in the last two (2) years of Executive’s employment by the Company, and in a geographic area to which Executive was assigned, in which Executive provided services or had a material presence or influence, or for which Executive was not directly or indirectly responsible, during the last two (2) years of his employment by the Company, own any interest in, or, in a business capacity, manage, control, participate in, consult with, render services for, be employed by, or in any manner engage in in, any Competing Business that conducts operations business or sales in such U.S. states, entity competing with the businesses of the Company or such countries outside the United States, as Parent and its Subsidiaries conduct sales as such businesses exist or operations as of are in process during the Employment Period or on the date of the termination of the Employment Period, within any geographical area in which the Company or its Subsidiaries engage in such business or actively plan to engage in such businesses at the time of Executive’s departure from the Company. Nothing herein shall prohibit Executive from being a passive owner of not more than 2% of the outstanding stock of any class of a publicly-traded corporationcorporation which is publicly traded, so long as Executive has no active participation in the business of such corporation. For purpose purposes of this Agreement, “competitors of the Company shall include, but not be limited to, the companies listed in Exhibit D hereto. Nothing herein will restrict Executive from the right to practice law following the termination of his employment with the Company.

Non-Compete, Non-Solicitation. (a) In further consideration of the increased compensation and benefits to be paid to Executive hereunder, Executive acknowledges that during the course of his their employment with the Company and its Subsidiaries, he has they have and shall become familiar with Parent’s and its Subsidiaries’ and Affiliates’ corporate strategy, pricing and other market information, know-how, trade secrets and valuable customer, supplier and employee relationships, and with other Confidential Information concerning Parent and its Subsidiaries and Affiliates, and that his their services have been and shall be of special, unique and extraordinary value to Parent and its Subsidiaries and Affiliates. Accordingly, and in consideration for receiving the salary increase in connection with this Agreement and the potential severance benefits set forth in Section 4(b) above, Executive agrees that, during the Employment Period and for one (1) year thereafter (the “Non-compete Period”), if the termination of Executive’s employment is voluntary or for “Cause” (as defined above), he they shall not, directly or indirectly, without the prior written consent of the Company, serve in a capacity similar to the position(s) held by Executive with the Company in the last two (2) years of Executive’s employment by the Company, and in a geographic area to which Executive was assigned, in which Executive provided services or had a material presence or influence, or for which Executive was directly or indirectly responsible, during the last two (2) years of his their employment by the Company, own any interest in, manage, control, participate in, consult with, render services for, or in any manner engage in any Competing Business that conducts operations or sales in such U.S. states, or such countries outside the United States, as Parent and its Subsidiaries conduct sales or operations as of the date of termination of the Employment Period. Nothing herein shall prohibit Executive from being a passive owner of not more than 2% of the outstanding stock of any class of a publicly-traded corporation, so long as Executive has no active participation in the business of such corporation. For purpose of this Agreement, “

Non-Compete, Non-Solicitation. (a) In further consideration of the increased compensation and benefits to be paid to Executive hereunder, Executive acknowledges that during the course of his employment with the Company and its Subsidiaries, he has and shall become familiar with Parent’s and its Subsidiaries’ and Affiliates’ corporate strategy, pricing and other market information, know-how, trade secrets and valuable customer, supplier and employee relationships, and with other Confidential Information concerning Parent and its Subsidiaries and Affiliates, and that his services have been and shall be of special, unique and extraordinary value to Parent and its Subsidiaries and Affiliates. Accordingly, and in consideration for receiving the salary increase in connection with this Agreement and the potential severance benefits set forth in Section paragraph 4(b) above, Executive agrees that, during the Employment Period and for one (1) year thereafter (the “Non-compete Period”), if the termination of Executive’s employment is voluntary or for “Cause” (as defined above), he shall not, directly or indirectly, without the prior written consent of the Company, in a capacity similar to the position(s) held by Executive with the Company in the last two (2) years of Executive’s employment by the Company, and in a geographic area to which Executive was assigned, in which Executive provided services or had a material presence or influence, or for which Executive was directly or indirectly responsible, during the last two (2) years of his employment by the Company, own any interest in, manage, control, participate in, consult with, render services for, or in any manner engage in any Competing Business that conducts operations or sales in such U.S. states, or such countries outside the United States, as Parent and its Subsidiaries conduct sales or operations as of the date of termination of the Employment Period. Nothing herein shall prohibit Executive from being a passive owner of not more than 2% of the outstanding stock of any class of a publicly-traded corporation, so long as Executive has no active participation in the business of such corporation. For purpose of this Agreement, “

Non-Compete, Non-Solicitation. (a) In further consideration of Executive acknowledges and agrees that should Executive depart the increased compensation Company and benefits to be paid to Executive hereunderbecome engaged by a competitor within a one (1) year period following his departure, Executive would by necessity utilize and rely upon the extensive proprietary information, Confidential Information and trade secrets, related to the business, that Executive was required to know, and use, on a day-to-day basis while employed by the Company. Executive also acknowledges that during the course of his employment with the Company and its Subsidiaries, Subsidiaries he has and shall become intimately familiar with Parentthe Company’s and its Subsidiaries’ and Affiliates’ corporate strategy, pricing and other market information, know-how, trade secrets and valuable customer, supplier and employee relationships, and with other Confidential Information concerning Parent the Company and its Subsidiaries and Affiliates, and that his services have been and shall be of special, unique and extraordinary value to Parent the Company and its Subsidiaries and AffiliatesSubsidiaries. Accordingly, and in consideration for receiving the salary increase in connection with this Agreement and the potential severance benefits set forth in Section 4(b) aboveTherefore, Executive agrees that, during the Employment Period and for one (1) year thereafter (the “Non-compete Noncompete Period”), if the termination of Executive’s employment is voluntary or for “Cause” (as defined above), he shall not, directly or indirectly, without other than with the prior written consent of the Company, in a capacity similar to the position(s) held by Executive with the Company in the last two (2) years of Executive’s employment by the Company, and in a geographic area to which Executive was assigned, in which Executive provided services or had a material presence or influence, or for which Executive was directly or indirectly responsible, during the last two (2) years of his employment by the Company, own any interest in, or, in a business capacity, manage, control, participate in, consult with, render services for, be employed by, or in any manner engage in in, any Competing Business that conducts operations business or sales in such U.S. states, entity competing with the businesses of the Company or such countries outside the United States, as Parent and its Subsidiaries conduct sales as such businesses exist or operations as of are in process during the Employment Period or on the date of the termination of the Employment Period, within any geographical area in which the Company or its Subsidiaries engage in such business or actively plan to engage in such businesses at the time of Executive’s departure from the Company. Nothing herein shall prohibit Executive from being a passive owner of not more than 2% of the outstanding stock of any class of a publicly-traded corporationcorporation which is publicly traded, so long as Executive has no active participation in the business of such corporation. For purpose purposes of this Agreement, “competitors of the Company shall include, but not be limited to, the companies listed in Exhibit D hereto.

Non-Compete, Non-Solicitation. (a) In further consideration of Executive acknowledges and agrees that should Executive depart the increased compensation Company and benefits to be paid to Executive hereunderbecome engaged by a competitor within a one (1) year period following his departure, Executive would by necessity utilize and rely upon the extensive proprietary information, Confidential Information and trade secrets, related to the business, that Executive was required to know, and use, on a day-to-day basis while employed by the Company. Executive also acknowledges that that, during the course of his employment with the Company and its Subsidiaries, he has and shall become intimately familiar with Parentthe Company’s and its Subsidiaries’ and Affiliates’ corporate strategy, pricing and other market information, know-how, trade secrets and valuable customer, supplier and employee relationships, and with other Confidential Information concerning Parent the Company and its Subsidiaries and Affiliates, and that his services have been and shall be of special, unique and extraordinary value to Parent the Company and its Subsidiaries and AffiliatesSubsidiaries. Accordingly, and in consideration for receiving the salary increase in connection with this Agreement and the potential severance benefits set forth in Section 4(b) aboveTherefore, Executive agrees that, during the Employment Period and for one (1) year thereafter (the “Non-compete Noncompete Period”), if the termination of Executive’s employment is voluntary or for “Cause” (as defined above), he shall not, directly or indirectly, without the prior written consent of the Company, in a capacity similar to the position(s) held by Executive with the Company in the last two (2) years of Executive’s employment by the Company, and in a geographic area to which Executive was assigned, in which Executive provided services or had a material presence or influence, or for which Executive was not directly or indirectly responsible, during the last two (2) years of his employment by the Company, own any interest in, or, in a business capacity, manage, control, participate in, consult with, render services for, be employed by, or in any manner engage in in, any Competing Business that conducts operations business or sales in such U.S. states, entity competing with the businesses of the Company or such countries outside the United States, as Parent and its Subsidiaries conduct sales as such businesses exist or operations as of are in process during the Employment Period or on the date of the termination of the Employment Period, within any geographical area in which the Company or its Subsidiaries engage in such business, or actively plan to engage in such businesses, at the time of Executive’s departure from the Company. Nothing herein shall prohibit Executive from being a passive owner of not more than 2% of the outstanding stock of any class of a publicly-traded corporationcorporation which is publicly traded, so long as Executive has no active participation in the business of such corporation. For purpose purposes of this Agreement, “competitors of the Company shall include, but not be limited to, the companies listed in Exhibit D hereto. Nothing herein will restrict Executive from the right to practice law following the termination of his employment with the Company.

Non-Compete, Non-Solicitation. (a) In further consideration of the increased compensation and benefits to be paid to Executive hereunder, Executive acknowledges that during the course of his employment with the Company Company, the Parent and its Subsidiaries, Subsidiaries he has and shall become became familiar with the Company’s, Parent’s and its Subsidiaries’ and Affiliates’ corporate strategy, pricing and other market information, know-how, trade secrets and valuable customer, supplier and employee relationships, and with other Confidential Information concerning Parent and its the Company, the Parent, the Subsidiaries and Affiliatestheir predecessors, that he was given access to the Company’s, Parent’s and Subsidiaries’ customers and prospective customers and to the Company’s, Parent’s and Subsidiaries’ goodwill with customers and prospective customers, that he was provided with specialized skills and training, and that his services have been were and shall be are of special, unique and extraordinary value to the Company, the Parent and its Subsidiaries the Subsidiaries. In further consideration of the payments and Affiliates. Accordingly, and in consideration for receiving the salary increase in connection with benefits to him under this Agreement and the potential severance benefits set forth in Section 4(b) aboveSeparation Agreement, Executive agrees that, during from the Employment Period and for one (1) year thereafter date of this Agreement until November 29, 2008 (the “Non-compete Noncompete Period”), if the termination of Executive’s employment is voluntary or for “Cause” (as defined above), he shall not, directly or indirectly, without the prior written consent of the Company, in a capacity similar to the position(s) held by Executive with the Company in the last two (2) years of Executive’s employment by the Company, and in a geographic area to which Executive was assigned, in which Executive provided services or had a material presence or influence, or for which Executive was not directly or indirectly responsible, during the last two (2) years of his employment by the Company, own any interest in, manage, control, participate in, consult with, render services for, or in any manner engage in any Competing Business that conducts operations business competing with the Employment Process Outsourcing and Human Capital Management Software and Services businesses of the Company, the Parent or sales the Subsidiaries (including, without limitation, employee surveys, pre-employment skills and behavioral assessments, structured interviewing, talent management software applications, HR analytics software, performance management software, onboarding software, and exit interviewing) , as such businesses exist or were in process during his employment by the Company, the Parent and the Subsidiaries (collectively, the “Restricted Business”), within any geographical area in which the Company or its Subsidiaries engage or plan to engage in such U.S. states, or such countries outside businesses. Executive acknowledges that the United States, as Parent and its Subsidiaries conduct sales or operations as of the date of termination of the Employment PeriodRestricted Business is global in scope. Nothing herein shall prohibit Executive from being a passive owner of not more than 2% of the outstanding stock of any class of a publicly-traded corporationcorporation which is publicly traded, so long as Executive has no active participation in the business of such corporation. For purpose of this Agreement, “.

Non-Compete, Non-Solicitation. (a) In further consideration of the increased compensation and benefits to be paid to the Executive hereunder, the Executive acknowledges that during the course of his employment with the Company and its Subsidiaries, he has and shall become familiar with Parentthe Company Group’s and its Subsidiaries’ and Affiliates’ corporate strategy, pricing and other market information, know-how, trade secrets and valuable customer, supplier and employee relationships, and with other Confidential Information concerning Parent and its Subsidiaries and Affiliates, the Company Group and that his services have been and shall be of special, unique and extraordinary value to Parent and its Subsidiaries and Affiliates. Accordinglythe Company Group, and in consideration for receiving therefore, the salary increase in connection with this Agreement and the potential severance benefits set forth in Section 4(b) above, Executive agrees that, during the Employment Period and thereafter for the longer of (i) a period of one (1) year thereafter following the Termination Date or (ii) the duration of any Severance Period (the “Non-compete Noncompete Period”), if the termination of Executive’s employment is voluntary or for “Cause” (as defined above), he shall not, directly or indirectly, without the prior written consent of the Company, in a capacity similar to the position(s) held by Executive with the Company in the last two (2) years of Executive’s employment by the Company, and in a geographic area to which Executive was assigned, in which Executive provided services or had a material presence or influence, or for which Executive was not directly or indirectly responsible, during the last two (2) years of his employment by the Company, own any interest in, manage, control, participate in, consult with, render services for, or in any manner engage in any Competing Business business or activity engaged in the electrical, plumbing, heating, ventilation and air conditioning construction and/or service business as a mechanical, plumbing or electrical sub-contractor or any other business in which the Company is significantly engaged that conducts operations or sales in such U.S. states, or such countries outside is competitive with the United Statesbusinesses of the Company Group, as Parent and its Subsidiaries conduct sales such businesses exist or operations are about to exist as part of a Board approved business plan during the Employment Period or on the Termination Date, within any geographical area in which the Company Group engages or plans to engage as part of a Board approved business plan as of the date of termination of the Employment PeriodTermination Date. Nothing herein shall prohibit the Executive from being a passive owner of not more than 21% of the outstanding stock of any class of a publicly-traded corporationcorporation that is publicly traded, so long as the Executive has no active participation in the business of such corporation. For purpose , or from performing services after the Termination Date as an independent general contractor or construction manager for any real estate or construction project, provided, that such general contractor or construction manager services are performed independently from any business or entity that is or may become competitive with the Company and such general contractor services do not result in any violation of this Agreement, “Section 8(b).

Non-Compete, Non-Solicitation. (a) In further consideration of the increased compensation and benefits to be paid to Executive hereunder, Executive acknowledges that during the course of his employment with the Company and its Subsidiaries, (i) he has and shall become familiar with Parentthe Company’s and its Subsidiaries’ and Affiliates’ corporate strategy, pricing and other market information, know-how, trade secrets and valuable customer, supplier and employee relationships, and with other Confidential Information concerning Parent the Company and its predecessors and its Subsidiaries; (ii) the Company and its Subsidiaries has invested and Affiliatescontinues to invest substantial resources in developing and preserving its business relationships and goodwill, and that the loss any such relationships or goodwill will cause significant and irreparable harm to the Company and its Subsidiaries; and (iii) his services have been and shall be are of special, unique and extraordinary value to Parent the Company and its Subsidiaries and AffiliatesSubsidiaries. Accordingly, and in consideration for receiving the salary increase in connection with this Agreement and the potential severance benefits set forth in Section 4(b(b) above, Executive agrees that, that during the Employment Period Term and for one (1) year thereafter (ending on the “Non-compete end of the Restricted Period”), if the termination of Executive’s employment is voluntary or for “Cause” (as defined above)below, he shall not, directly or indirectly, without the prior written consent of the Company, in a capacity similar to the position(s) held by Executive with the Company in the last two (2) years of Executive’s employment by the Company, and in a geographic area to which Executive was assigned, in which Executive provided services or had a material presence or influence, or for which Executive was not directly or indirectly responsible, during the last two (2) years of his employment by the Company, own any interest in, manage, control, participate in, consult with, render services for, be employed by, or in any manner associate with or engage in the business of designing, manufacturing, producing, distributing or selling passive electronic components, within any Competing Business that conducts operations country in which the Company or sales its Subsidiaries engage or plan to engage in such U.S. states, or such countries outside the United States, as Parent and its Subsidiaries conduct sales or operations as of the date of termination of the Employment Periodbusiness. Nothing herein shall prohibit Executive from being a passive owner of not more than 25% of the outstanding stock of any class of a publicly-traded corporationcorporation which is publicly traded, so long as Executive has no active participation in the business of such corporation. For purpose purposes of this Agreement, the term “Restricted Period” shall mean two (2) years following the termination of employment hereunder. (c) During the Restricted Period, Executive shall not directly or indirectly through another person or entity (i) induce or attempt to induce any employee of the Company or any Subsidiary to leave the employ of the Company or such Subsidiary, or in any way interfere with the relationship between the Company or any Subsidiary and any employee thereof; (ii) hire any person who was an employee of the Company or any Subsidiary at any time during the Term; or (iii) induce or attempt to induce any customer, supplier, licensee, licensor, franchisee or other business relation of the Company or any Subsidiary to cease doing business with the Company or such Subsidiary, or in any way interfere with the relationship between any such customer, supplier, licensee or business relation and the Company or any Subsidiary (including, without limitation, making any negative or disparaging statements or communications regarding the Company or its Subsidiaries). 10