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

Non-Compete, Non-Solicitation. (a) In further consideration of the compensation to be paid to Executive hereunder, Executive acknowledges that in the course of his employment with the Company and its Subsidiaries he shall become familiar, and he has become familiar, with the Company's trade secrets and with other Confidential Information and that his services have been and shall be of special, unique and extraordinary value to the Company and its Subsidiaries. Therefore, Executive agrees that, during the Employment Period and for three years thereafter (the "Noncompete Period"), he shall not directly or indirectly own any interest in, operate, manage, control, participate in, consult with, advise, render services for, or in any manner engage in any business (including by himself or in association with any person, firm, corporate or other business organization or through any other entity) in competition with, or potential competition with, the businesses of the Company or its Subsidiaries as such businesses exist or are in process 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 corporation which is publicly traded, so long as Executive has no active participation in the business of such corporation. (b) During the Noncompete Period, Executive shall not directly or indirectly through another 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 Employment Period 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, licensor, franchisee 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). (c) Executive agrees that: (i) the covenants set forth in this Section 7 are reasonable in geographical and temporal scope and in all other respects and that he has reviewed the provisions of this Agreement with his legal counsel, (ii) the Company would not have entered into this Agreement but for the covenants of Executive contained herein, and (iii) the covenants contained herein have been made in order to induce the Company to enter into this Agreement. (d) If, at the time of enforcement of this Section 7, a court shall hold that the duration, scope or area restrictions stated herein are unreasonable under circumstances then existing, the parties agree that the maximum duration, scope or area reasonable under such circumstances shall be substituted for the stated duration, scope or area and that the court shall be allowed to revise the restrictions contained herein to cover the maximum period, scope and area permitted by law. (e) Executive recognizes and affirms that in the event of his breach of any provision of this Section 7, money damages would be inadequate and the Company would have no adequate remedy at law. Accordingly, the Executive agrees that in the event of the breach or a threatened breach by Executive of any of the provisions of this Section 7, the Company, in addition and supplementary to other rights and remedies existing in its favor, shall be entitled to specific performance and/or injunctive or other equitable relief from a court of competent jurisdiction in order to enforce or prevent any violations of the provisions hereof (without posting a bond or other security). In addition, in the event of an alleged breach or violation by Executive of this Section 7, the Noncompete Period shall be tolled until such breach or violation has been duly cured.

Non-Compete, Non-Solicitation. (a) In further consideration of the compensation to be paid to Executive hereunder, Executive acknowledges that in the course of his employment with the Company and its Subsidiaries he shall become familiar, and he has become familiar, with the Company's trade secrets and with other Confidential Information and that his services have been and shall be of special, unique and extraordinary value to the Company and its Subsidiaries. Therefore, Executive agrees that, during the Employment Period and for three years thereafter (the "Noncompete Period"), he shall not directly or indirectly own any interest in, operate, manage, control, participate in, consult with, advise, render services for, or in any manner engage in any business (including by himself or in association with any person, firm, corporate or other business organization or through any other entity) in competition with, or potential competition with, the businesses of the Company or its Subsidiaries as such businesses exist or are in process 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 businessesUnited States. Nothing herein shall prohibit Executive from being a passive owner of not more than 2% of the outstanding stock of any class of a corporation which is publicly traded, so long as Executive has no active participation in the business of such corporation. (b) During the Noncompete Period, Executive shall not directly or indirectly through another 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 Employment Period 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, licensor, franchisee 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). (c) Executive agrees that: (i) the covenants set forth in this Section 7 8 are reasonable in geographical and temporal scope and in all other respects and that he has reviewed the provisions of this Agreement with his legal counsel, (ii) the Company would not have entered into this Agreement but for the covenants of Executive contained herein, and (iii) the covenants contained herein have been made in order to induce the Company to enter into this Agreement. (d) If, at the time of enforcement of this Section 78, a court shall hold that the duration, scope or area restrictions stated herein are unreasonable under circumstances then existing, the parties agree that the maximum duration, scope or area reasonable under such circumstances shall be substituted for the stated duration, scope or area and that the court shall be allowed to revise the restrictions contained herein to cover the maximum period, scope and area permitted by law. (e) Executive recognizes and affirms that in the event of his breach of any provision of this Section 78, money damages would be inadequate and the Company would have no adequate remedy at law. Accordingly, the Executive agrees that in the event of the breach or a threatened breach by Executive of any of the provisions of this Section 78, the Company, in addition and supplementary to other rights and remedies existing in its favor, shall be entitled to specific performance and/or injunctive or other equitable relief from a court of competent jurisdiction in order to enforce or prevent any violations of the provisions hereof (without posting a bond or other security). In addition, in the event of an alleged breach or violation by Executive of this Section 78, the Noncompete Period shall be tolled until such breach or violation has been duly cured.

Non-Compete, Non-Solicitation. (a) In further consideration of the compensation to be paid to Executive hereunder, Executive acknowledges that in during the course of his employment with the Company and its Subsidiaries affiliates he shall become familiar, and he has become familiar, familiar with the Company's trade secrets and with other Confidential Information concerning the Company and its affiliates and that his services have been and shall be of special, unique and extraordinary value to the Company and its Subsidiaries. Thereforeaffiliates, and therefore, Executive agrees that, during the Employment Period and for three years one (1) year thereafter (the "Noncompete Period"), he shall not directly or indirectly own any interest in, operate, manage, control, participate in, consult with, advise, render services for, be employed in an executive, managerial or administrative capacity by, or in any manner engage in any company engaged in the business (including by himself or in association of wholesale power generation which competes with any person, firm, corporate or other business organization or through any other entity) in competition with, or potential competition with, the businesses of the Company or its Subsidiaries affiliates, as such businesses exist or are 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 affiliates engage or plan have definitive plans to engage in such businesses. Nothing herein shall prohibit Executive from being a passive owner of not more than 2% of the outstanding stock of any class of a corporation which is publicly traded, so long as Executive has no active participation in the business of such corporation. Notwithstanding the foregoing, the provisions of this Section 12(a) shall not apply in the case of termination of Executive's employment pursuant to Section 5 of this Agreement, nor shall such provision apply following any material breach of the Company's obligations under Section 7 or Section 8 which remains uncured for more than twenty (20) days after notice is received from Executive of such breach, which such notice shall include a detailed description of the grounds constituting such breach. (b) During the Noncompete Period, Executive shall not directly or indirectly through another person or entity (i) induce or attempt to induce any employee of the Company or any Subsidiary of its affiliates to leave the employ of the Company or such Subsidiaryaffiliate, or in any way interfere with the relationship between the Company or any Subsidiary affiliate and any employee thereof, (ii) hire any person who was an employee of the Company or any Subsidiary at any time affiliate during the last six months of the Employment Period Period; or (iii) induce or attempt to induce any customer, supplier, licensee, licensor, franchisee or other business relation of the Company or any Subsidiary affiliate to cease doing business with the Company or such Subsidiaryaffiliate, or in any way interfere with the relationship between any such customer, supplier, licensee, licensor, franchisee licensee or business relation and the Company or any Subsidiary affiliate (including, without limitation, making any negative or disparaging statements or communications regarding the Company or its Subsidiariesaffiliates). (c) Executive agrees that: (i) the covenants set forth in this Section 7 are reasonable in geographical and temporal scope and in all other respects and that he has reviewed the provisions of this Agreement with his legal counsel, (ii) the Company would not have entered into this Agreement but for the covenants of Executive contained herein, and (iii) the covenants contained herein have been made in order to induce the Company to enter into this Agreement. (d) If, at the time of enforcement of this Section 712, a court shall hold that the duration, scope or area restrictions stated herein are unreasonable under circumstances then existing, the parties agree that the maximum duration, scope or area reasonable under such circumstances shall be substituted for the stated duration, scope or area and that the court shall be allowed to revise the restrictions contained herein to cover the maximum period, scope and area permitted by law. Executive acknowledges that the restrictions contained in this Section 12 are reasonable and that he has reviewed the provisions of this Agreement with his legal counsel. (ed) Executive recognizes and affirms that in the event of his breach of any provision of this Section 7, money damages would be inadequate and the Company would have no adequate remedy at law. Accordingly, the Executive agrees that in In the event of the breach or a threatened breach by Executive of any of the provisions of this Section 712, the CompanyCompany would suffer irreparable harm, and in addition and supplementary to other rights and remedies existing in its favor, the Company shall be entitled to specific performance and/or injunctive or other equitable relief from a court of competent jurisdiction in order to enforce or prevent any violations of the provisions hereof (without posting a bond or other security). In addition, in the event of an alleged a breach or violation by Executive of this Section 712(a), the Noncompete Period shall be tolled until automatically extended by the amount of time between the initial occurrence of the breach or violation and when such breach or violation has been duly cured.

Non-Compete, Non-Solicitation. (a) In further consideration of the compensation to be paid to Executive hereunder, Executive acknowledges that in the course of his employment with the Company and its Subsidiaries he shall become familiar, and he has become familiar, with the Company's trade secrets and with other Confidential Information and that his services have been and shall be of special, unique and extraordinary value to the Company and its Subsidiaries. Therefore, Executive agrees that, during the Employment Period and for three years thereafter (the "Noncompete Period"), he shall not directly or indirectly own any interest in, ----------------- operate, manage, control, participate in, consult with, advise, render services for, or in any manner engage in any business (including by himself herself or in association with any person, firm, corporate or other business organization or through any other entity) in competition with, or potential competition with, the businesses of the Company or its Subsidiaries as such businesses exist or are in process 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 corporation which is publicly traded, so long as Executive has no active participation in the business of such corporation. (b) During the Noncompete Period, Executive shall not directly or indirectly through another 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 Employment Period 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, licensor, franchisee 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). (c) Executive agrees that: (i) the covenants set forth in this Section 7 are reasonable in geographical and temporal scope and in all other respects and that he has reviewed the provisions of this Agreement with his legal counsel, (ii) the Company would not have entered into this Agreement but for the covenants of Executive contained herein, and (iii) the covenants contained herein have been made in order to induce the Company to enter into this Agreement. (d) If, at the time of enforcement of this Section 7, a court shall hold that the duration, scope or area restrictions stated herein are unreasonable under circumstances then existing, the parties agree that the maximum duration, scope or area reasonable under such circumstances shall be substituted for the stated duration, scope or area and that the court shall be allowed to revise the restrictions contained herein to cover the maximum period, scope and area permitted by law. (e) Executive recognizes and affirms that in the event of his breach of any provision of this Section 7, money damages would be inadequate and the Company would have no adequate remedy at law. Accordingly, the Executive agrees that in the event of the breach or a threatened breach by Executive of any of the provisions of this Section 7, the Company, in addition and supplementary to other rights and remedies existing in its favor, shall be entitled to specific performance and/or injunctive or other equitable relief from a court of competent jurisdiction in order to enforce or prevent any violations of the provisions hereof (without posting a bond or other security). In addition, in the event of an alleged breach or violation by Executive of this Section 7, the Noncompete Period shall be tolled until such breach or violation has been duly cured.

Non-Compete, Non-Solicitation. (a) In further consideration of the compensation to be paid to Executive hereunder, Executive acknowledges that in the course of his employment with the Company and its Subsidiaries he has and shall become familiar, and he has become familiar, familiar with the Company's trade secrets and with other Confidential Information concerning the Company and its Subsidiaries and that his services have been and shall be of special, unique and extraordinary value to the Company and its Subsidiaries. Therefore, Executive agrees that, during the Employment Period and for three two years thereafter (the "Noncompete Period"), he shall not directly or indirectly own any interest in, operate, manage, control, participate in, consult with, advise, render services for, or in any manner engage in any business (including by himself or in association competing with any person, firm, corporate or other business organization or through any other entity) in competition with, or potential competition with, the businesses of the Company or its Subsidiaries Subsidiaries, as such businesses exist or are in process 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 at any time during the Employment Period in such businesses, so long as the Company makes the Severance Payments in accordance with Paragraph 5(b). Nothing herein shall prohibit Executive from being a passive owner of not more than 2% of the outstanding stock of any class of a corporation which is publicly traded, so long as Executive has no active participation in the business of such corporation. (b) During the Noncompete Period, Executive shall not directly or indirectly through another 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 Employment Period 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, licensor, franchisee licensee or business relation and the Company or any Subsidiary (including, without limitation, making any negative statement which is intended or disparaging statements reasonably calculated to disparage or communications regarding discredit the Company or its Subsidiaries). (c) Executive agrees that: (i) the covenants set forth in this Section 7 are reasonable in geographical and temporal scope and in all other respects and that he has reviewed the provisions of this Agreement with his legal counsel, (ii) the Company would not have entered into this Agreement but for the covenants of Executive contained herein, and (iii) the covenants contained herein have been made in order to induce the Company to enter into this Agreement. (d) If, at the time of enforcement of this Section 7Paragraph 8, a court shall hold that the duration, scope or area restrictions stated herein are unreasonable under circumstances then existing, the parties agree that the maximum duration, scope or area reasonable under such circumstances shall be substituted for the stated duration, scope or area and that the court shall be allowed to revise the restrictions contained herein to cover the maximum period, scope and area permitted by law. Executive acknowledges that the restrictions contained in this Paragraph 8 are reasonable and that he has reviewed the provisions of this Agreement with his legal counsel. (ed) Executive recognizes and affirms that in the event of his breach of any provision of this Section 7, money damages would be inadequate and the Company would have no adequate remedy at law. Accordingly, the Executive agrees that in In the event of the breach or a threatened breach by Executive of any of the provisions of this Section 7Paragraph 8, the Company, in addition and supplementary to other rights and remedies existing in its favor, shall be entitled to specific performance and/or injunctive or other equitable relief from a court of competent jurisdiction in order to enforce or prevent any violations of the provisions hereof (without posting a bond or other security). In addition, in the event of an alleged a breach or violation by Executive of this Section 7Paragraph 8, the Noncompete Period shall be tolled until such breach or violation has been duly cured.

Non-Compete, Non-Solicitation. (a) In further consideration of the compensation to be paid to the Executive hereunder, the Executive acknowledges that in the course of his employment with the Company he or she has become familiar and its Subsidiaries he shall become familiar, and he has become familiar, familiar with the Company's trade secrets and with other Confidential Information concerning the Company and its Subsidiaries and that his or her services have been and shall be of special, unique and extraordinary value to the Company and its Subsidiaries. Therefore, the Executive agrees that, during the Executive's Employment Period and for three years a period thereafter equivalent to the maximum period for which the Executive would, if the Executive's employment were terminated for Cause, be entitled to severance (the "Noncompete Period"), he shall not directly or indirectly own any interest in, operate, manage, control, participate in, consult with, advise, render services for, or in any manner engage in any business (including by himself or in association competing with any person, firm, corporate or other business organization or through any other entity) in competition with, or potential competition with, the businesses of the Company or its Subsidiaries Subsidiaries, as such businesses exist or are in process on the date of the termination or expiration of the Employment PeriodExecutive's employment, within any geographical area in which the Company or its Subsidiaries engage or plan to engage in such businesses. Nothing herein shall prohibit the Executive from being a passive owner of not more than 2% of the outstanding stock of any class of a corporation which is publicly traded, so long as the Executive has no active participation in the business of such corporation. (b) During the Noncompete Period, the Executive shall not directly or indirectly through another 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 Employment Period 12 month period immediately prior to the Executive's termination of employment 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, licensor, franchisee licensee or business relation and the Company or any Subsidiary (including, without limitation, making any negative or disparaging statements or communications regarding about the Company or its Subsidiaries). (c) Executive agrees that: (i) the covenants set forth in this Section 7 are reasonable in geographical and temporal scope and in all other respects and that he has reviewed the provisions of this Agreement with his legal counsel, (ii) the Company would not have entered into this Agreement but for the covenants of Executive contained herein, and (iii) the covenants contained herein have been made in order to induce the Company to enter into this Agreement. (d) If, at the time of enforcement of this Section 7, a court shall hold that the duration, scope or area restrictions stated herein are unreasonable under circumstances then existing, the parties agree that the maximum duration, scope or area reasonable under such circumstances shall be substituted for the stated duration, scope or area and that the court shall be allowed to revise the restrictions contained herein to cover the maximum period, scope and area permitted by law. (e) Executive recognizes and affirms that in the event of his breach of any provision of this Section 7, money damages would be inadequate and the Company would have no adequate remedy at law. Accordingly, the Executive agrees that in the event of the breach or a threatened breach by Executive of any of the provisions of this Section 7, the Company, in addition and supplementary to other rights and remedies existing in its favor, shall be entitled to specific performance and/or injunctive or other equitable relief from a court of competent jurisdiction in order to enforce or prevent any violations of the provisions hereof (without posting a bond or other security). In addition, in the event of an alleged breach or violation by Executive of this Section 7, the Noncompete Period shall be tolled until such breach or violation has been duly cured.

Non-Compete, Non-Solicitation. (a) In further consideration of the compensation to be paid to Executive hereunder, Executive acknowledges that in the course of his employment with the Company and its Subsidiaries he shall become familiar, and FANB he has become familiar, and will become familiar with the Company's trade secrets information concerning FANB, its affiliates and with other Confidential Information subsidiaries and that his services have been and shall will be of special, unique and extraordinary value to the Company and its SubsidiariesFANB. Therefore, Executive agrees that, during until expiration of the Employment Period and for three years thereafter Term (the "Noncompete Period"), he Executive shall not directly or indirectly own any interest in, operateown, manage, control, participate in, consult with, advise, render services for, or in any manner engage in any business (including by himself or in association competing with any person, firm, corporate or other business organization or through any other entity) in competition with, or potential competition with, the businesses of the Company FANB or its Subsidiaries subsidiaries or affiliates as such businesses exist or are in the process on the date of the termination or expiration of the Employment PeriodExecutive's employment, within any geographical area Maury, Lewis, Hickman, Bedford, Lawrence, Giles, Marshall, Williamson, and Davidson Counties, Tennessee. Durixx Xxxxx 0, xxd solely in which the Company or its Subsidiaries engage or plan Davidson County, Tennessee, Executive shall be specifically permitted to engage in businesses relating to the provision of financial services except to the extent that such businessesbusinesses engages in the business of commerical banking, but shall, in all other respects, be subject to paragraph 7. Nothing herein shall prohibit Executive from being a the passive owner of not more than 21% 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. (b) . During the Noncompete Period, Executive shall not directly or indirectly through another entity (i) induce or attempt to induce any employee of the Company FANB or any Subsidiary affiliate or subsidiary to leave the employ of the Company FANB or such Subsidiaryaffiliate or subsidiary, or in any way interfere with the relationship between the Company FANB or any Subsidiary subsidiary or affiliate and any employee thereof, (ii) hire any person who was an employee of the Company FANB or any Subsidiary subsidiary or affiliate at any time during the Employment Period Period, or (iii) induce or attempt to induce any customer, supplier, licensee, licensor, franchisee licensee or other business relation of the Company FANB or any Subsidiary affiliate or subsidiary to cease doing business with the Company FANB or such Subsidiaryaffiliate or subsidiary, or in any way interfere with the relationship between any such customer, supplier, licensee, licensor, franchisee licensee or business relation and the Company FANB or any Subsidiary (including, without limitation, making any negative affiliate or disparaging statements or communications regarding the Company or its Subsidiaries)subsidiary. (c) Executive agrees that: (i) the covenants set forth in this Section 7 are reasonable in geographical and temporal scope and in all other respects and that he has reviewed the provisions of this Agreement with his legal counsel, (ii) the Company would not have entered into this Agreement but for the covenants of Executive contained herein, and (iii) the covenants contained herein have been made in order to induce the Company to enter into this Agreement. (d) If, at the time of enforcement of this Section 7, a court shall hold that the duration, scope or area restrictions stated herein are unreasonable under circumstances then existing, the parties agree that the maximum duration, scope or area reasonable under such circumstances shall be substituted for the stated duration, scope or area and that the court shall be allowed to revise the restrictions contained herein to cover the maximum period, scope and area permitted by law. (e) Executive recognizes and affirms that in the event of his breach of any provision of this Section 7, money damages would be inadequate and the Company would have no adequate remedy at law. Accordingly, the Executive agrees that in the event of the breach or a threatened breach by Executive of any of the provisions of this Section 7, the Company, in addition and supplementary to other rights and remedies existing in its favor, shall be entitled to specific performance and/or injunctive or other equitable relief from a court of competent jurisdiction in order to enforce or prevent any violations of the provisions hereof (without posting a bond or other security). In addition, in the event of an alleged breach or violation by Executive of this Section 7, the Noncompete Period shall be tolled until such breach or violation has been duly cured.

Non-Compete, Non-Solicitation. (a) In further consideration of the compensation to be paid to Executive hereunder, Executive acknowledges that in during the course of his employment with the Company and its Subsidiaries Affiliates he shall become familiar, and he has become familiar, familiar with the Company's trade secrets and with other Confidential Information and that his services have been and shall be of special, unique and extraordinary value to the Company and its Subsidiaries. ThereforeAffiliates, and therefore, Executive agrees that, during the Employment Period and for three two years thereafter (the "Noncompete PeriodNONCOMPETE PERIOD"), he shall not directly or indirectly own any interest in, operate, manage, control, participate in, consult with, advise, 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 in association competing with any person, firm, corporate or other business organization or through any other entity) in competition with, or potential competition with, the businesses of the Company or its Subsidiaries Affiliates, as such businesses exist or are 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 Affiliates engage or or, solely with respect to geographical areas with respect to which the Company has invested at least $500,000 in, plan to engage in such businesses. Nothing herein shall prohibit Executive from being a passive owner of not more than 2% of the outstanding stock of any class of a corporation which is publicly traded, so long as Executive has no active participation in the business of such corporation. (b) During the Noncompete 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 Affiliate to leave the employ of the Company or such SubsidiaryAffiliate, or in any way interfere with the relationship between the Company or any Subsidiary Affiliate and any employee thereof, (ii) hire any person (other than Executive's secretary) who was an employee of the Company or any Subsidiary Affiliate at any time during the Employment Period or (iii) induce or attempt to induce any customer, supplier, licensee, licensor, franchisee or other business relation of the Company or any Subsidiary Affiliate to cease doing business with the Company or such SubsidiaryAffiliate, or in any way interfere with the relationship between any such customer, supplier, licensee, licensor, franchisee 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)Affiliate. (c) Executive agrees that: agrees, during the Employment Period, he shall not make any oral or written statements that disparage the Company, its subsidiaries or respective affiliates, employees, officers, directors, products or services; provided that this paragraph shall not be deemed to have been violated by statements or releases of information by Executive (i) during the covenants set forth in this Section 7 are reasonable in geographical and temporal scope and in all other respects and that he has reviewed the provisions period of his employment under this Agreement with which Executive believes to be truthful and which are made in good faith in the performance of his legal counsel, duties under this Agreement or (ii) the Company would not have entered into this Agreement but for the covenants of Executive contained herein, and (iii) the covenants contained herein have been statements made in order to induce the Company to enter into this Agreementcourse of sworn testimony in administrative, judicial or arbitral proceedings. (d) If, at the time of enforcement of this Section 7paragraph 8, a court shall hold that the duration, scope or area restrictions stated herein are unreasonable under circumstances then existing, the parties agree that the maximum duration, scope or area reasonable under such circumstances shall be substituted for the stated duration, scope or area and that the court shall be allowed to revise the restrictions contained herein to cover the maximum period, scope and area permitted by law. Executive acknowledges that the restrictions contained in this paragraph 8 are reasonable and that he has reviewed the provisions of this Agreement with his legal counsel. (e) Executive recognizes and affirms that in the event of his breach of any provision of this Section 7, money damages would be inadequate and the Company would have no adequate remedy at law. Accordingly, the Executive agrees that in In the event of the breach or a threatened breach by Executive of any of the provisions of this Section 7paragraph 8, the CompanyCompany would suffer irreparable harm, and in addition and supplementary to other rights and remedies existing in its favor, the Company shall be entitled to specific performance and/or injunctive or other equitable relief from a court of competent jurisdiction in order to enforce or prevent any violations of the provisions hereof (without posting a bond or other security). In addition, in the event of an alleged a breach or violation by Executive of this Section 7paragraph 8, the Noncompete Period shall be tolled until automatically extended by the amount of time between the initial occurrence of the breach or violation and when such breach or violation has been duly cured.

Non-Compete, Non-Solicitation. (a) In further consideration of the compensation to be paid to Executive hereunder, Executive acknowledges that in the course of his Executive's employment with the Company and its Subsidiaries he shall prior to the date of this Agreement Executive has become familiar, and he has during Executive's employment with the Company after the date of this Agreement Executive will become familiar, with the Company's trade secrets and with other Confidential Information concerning the Company and its Affiliates and that his Executive's services have been and shall be of special, unique and extraordinary value to the Company and its SubsidiariesAffiliates. Therefore, Executive agrees that, during the period commencing on the date hereof and ending on the first anniversary of the termination of the Employment Period and for three years thereafter (the "Noncompete Period"), he Executive shall not directly or indirectly own any interest in, operatelease, manage, control, engage in, participate in, consult with, advise, render services for, or otherwise assist in any manner engage (in any business (including by himself each applicable case, alone or in association with any personPerson), firm, corporate any Person in any business that the Company conducts or other business organization or through any other entity) in competition with, or potential competition with, the businesses has specific plans to conduct as of the Company or its Subsidiaries as such businesses exist or are in process 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 businessesPeriod is terminated. Nothing herein shall prohibit Executive from being a passive owner of not more than 25% of the outstanding stock of any class of a corporation which is publicly traded, so long as Executive has no active participation in the business of such corporation. (b) During the Noncompete Period, Executive shall not directly directly, or indirectly through another entity entity, (i) induce or attempt to induce any employee of the Company or any Subsidiary Affiliate to leave the employ of the Company or such SubsidiaryAffiliate, or in any way interfere with the relationship between the Company or any Subsidiary Affiliate and any employee thereof, (ii) hire any person who was an employee of the Company or any Subsidiary Affiliate at any time during the Employment Period or (iii) induce or attempt to induce any customer, supplier, licensee, licensor, franchisee or other business relation of the Company or any Subsidiary Affiliate to cease doing business with the Company or such SubsidiaryAffiliate, or in any way interfere with the relationship between any such customer, supplier, licensee, licensor, franchisee or business relation and the Company or any Subsidiary Affiliate (including, without limitation, making any negative or disparaging statements or communications regarding about the Company or its SubsidiariesAffiliates). (c) Executive agrees that: (i) the covenants set forth in this Section 7 are reasonable in geographical and temporal scope and in all other respects and that he has reviewed the provisions of this Agreement with his legal counsel, (ii) the Company would not have entered into this Agreement but for the covenants of Executive contained herein, and (iii) the covenants contained herein have been made in order to induce the Company to enter into this Agreement. (d) If, at the time of enforcement of this Section 7, a court shall hold that the duration, scope or area restrictions stated herein are unreasonable under circumstances then existing, the parties agree that the maximum duration, scope or area reasonable under such circumstances shall be substituted for the stated duration, scope or area and that the court shall be allowed to revise the restrictions contained herein to cover the maximum period, scope and area permitted by law. (e) Executive recognizes and affirms that in the event of his breach of any provision of this Section 7, money damages would be inadequate and the Company would have no adequate remedy at law. Accordingly, the Executive agrees that in the event of the breach or a threatened breach by Executive of any of the provisions of this Section 7, the Company, in addition and supplementary to other rights and remedies existing in its favor, shall be entitled to specific performance and/or injunctive or other equitable relief from a court of competent jurisdiction in order to enforce or prevent any violations of the provisions hereof (without posting a bond or other security). In addition, in the event of an alleged breach or violation by Executive of this Section 7, the Noncompete Period shall be tolled until such breach or violation has been duly cured.

Non-Compete, Non-Solicitation. (aA) In further consideration of the compensation and benefits to be paid to Executive you hereunder, Executive acknowledges including without limitation, under Article 3, you acknowledge that in during the course of his your employment with the Company and its Subsidiaries he you shall become familiar, and he has become familiar, familiar with the Company's ’s trade secrets and with other Confidential Information concerning the Company and its predecessors and its Subsidiaries and that his your services have been and shall be of special, unique and extraordinary value to the Company and its Subsidiaries. Therefore, Executive agrees and therefore, you agree that, during the Employment Period time you are employed by the Company and for three years a period of time equal to twelve (12) months thereafter (the "“Noncompete Period"”), he you shall not directly or indirectly own any interest in, operate, manage, control, participate in, consult with, advise, render services for, or in any manner engage in any business (including by himself or in association competing with any person, firm, corporate or other business organization or through any other entity) in competition with, or potential competition with, the businesses of the Company or its Subsidiaries Subsidiaries, as such businesses exist (whether fully operational or are in process actively pursued for development) during your employment on the date of the termination or expiration of the Employment Periodyour employment, within any geographical area in which the Company or its Subsidiaries engage or plan to engage in such businesses. Nothing herein shall prohibit Executive you from being a passive owner of not more than 2% of the outstanding stock of any class of a corporation which is publicly traded, so long as Executive has you have no active participation in the business of such corporation. (bB) During the Noncompete Period, Executive you 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 Employment Period your employment 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, licensor, franchisee 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). (c) Executive agrees that: (i) the covenants set forth in this Section 7 are reasonable in geographical and temporal scope and in all other respects and that he has reviewed the provisions of this Agreement with his legal counsel, (ii) the Company would not have entered into this Agreement but for the covenants of Executive contained herein, and (iii) the covenants contained herein have been made in order to induce the Company to enter into this Agreement. (dC) If, at the time of enforcement of this Section 7Article 5, a court shall hold that the duration, scope or area restrictions stated herein are unreasonable under circumstances then existing, the parties agree that the maximum duration, scope or area reasonable under such circumstances shall be substituted for the stated duration, scope or area and that the court shall be allowed to revise the restrictions contained herein to cover the maximum period, scope and area permitted by law. (eD) Executive recognizes and affirms that in the event of his breach of any provision of this Section 7, money damages would be inadequate and the Company would have no adequate remedy at law. Accordingly, the Executive agrees that in In the event of the breach or a threatened breach by Executive you of any of the provisions of this Section 7Article 5, the CompanyCompany would suffer irreparable harm, and in addition and supplementary to other rights and remedies existing in its favor, the Company shall be entitled to specific performance and/or injunctive or other equitable relief from a court of competent jurisdiction in order to enforce or prevent any violations of the provisions hereof (without posting a bond or other security). In addition, in the event of an alleged breach or violation by Executive you of this Section 7Article 5, the Noncompete Period shall be tolled until such breach or violation has been duly cured. You acknowledge that the restrictions contained in Article 5 are reasonable and that you have been given the opportunity to review the provisions of this Agreement with legal counsel.

Non-Compete, Non-Solicitation. (a) In further consideration of the compensation to be paid to Executive hereunder, Executive acknowledges that in the course of his Executive’s employment with the Company and its Subsidiaries he shall prior to the date of this Agreement Executive has become familiar, and he has during Executive’s employment with the Company after the date of this Agreement Executive will become familiar, with the Company's ’s trade secrets and with other Confidential Information concerning the Company and its Affiliates and that his Executive’s services have been and shall be of special, unique and extraordinary value to the Company and its SubsidiariesAffiliates. Therefore, Executive agrees that, during the period commencing on the date hereof and ending on the second anniversary of the termination of the Employment Period and for three years thereafter (the "“Noncompete Period"”), he Executive shall not directly or indirectly own any interest in, operatelease, manage, control, engage in, participate in, consult with, advise, render services for, or otherwise assist in any manner engage (in any business (including by himself each applicable case, alone or in association with any personPerson), firm, corporate any Person in any business that the Company conducts or other business organization or through any other entity) in competition with, or potential competition with, the businesses has specific plans to conduct as of the Company or its Subsidiaries as such businesses exist or are in process 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 businessesPeriod is terminated. Nothing herein shall prohibit Executive from being a passive owner of not more than 25% of the outstanding stock of any class of a corporation which is publicly traded, so long as Executive has no active participation in the business of such corporation. (b) During the Noncompete Period, Executive shall not directly directly, or indirectly through another entity entity, (i) induce or attempt to induce any employee of the Company or any Subsidiary Affiliate to leave the employ of the Company or such SubsidiaryAffiliate, or in any way interfere with the relationship between the Company or any Subsidiary Affiliate and any employee thereof, (ii) hire any person who was an employee of the Company or any Subsidiary Affiliate at any time during the Employment Period or (iii) induce or attempt to induce any customer, supplier, licensee, licensor, franchisee or other business relation of the Company or any Subsidiary Affiliate to cease doing business with the Company or such SubsidiaryAffiliate, or in any way interfere with the relationship between any such customer, supplier, licensee, licensor, franchisee or business relation and the Company or any Subsidiary Affiliate (including, without limitation, making any negative or disparaging statements or communications regarding about the Company or its SubsidiariesAffiliates). (c) Executive agrees that: (i) the covenants set forth in this Section 7 are reasonable in geographical and temporal scope and in all other respects and that he has reviewed the provisions of this Agreement with his legal counsel, (ii) the Company would not have entered into this Agreement but for the covenants of Executive contained herein, and (iii) the covenants contained herein have been made in order to induce the Company to enter into this Agreement. (d) If, at the time of enforcement of this Section 7, a court shall hold that the duration, scope or area restrictions stated herein are unreasonable under circumstances then existing, the parties agree that the maximum duration, scope or area reasonable under such circumstances shall be substituted for the stated duration, scope or area and that the court shall be allowed to revise the restrictions contained herein to cover the maximum period, scope and area permitted by law. (e) Executive recognizes and affirms that in the event of his breach of any provision of this Section 7, money damages would be inadequate and the Company would have no adequate remedy at law. Accordingly, the Executive agrees that in the event of the breach or a threatened breach by Executive of any of the provisions of this Section 7, the Company, in addition and supplementary to other rights and remedies existing in its favor, shall be entitled to specific performance and/or injunctive or other equitable relief from a court of competent jurisdiction in order to enforce or prevent any violations of the provisions hereof (without posting a bond or other security). In addition, in the event of an alleged breach or violation by Executive of this Section 7, the Noncompete Period shall be tolled until such breach or violation has been duly cured.

Non-Compete, Non-Solicitation. (aA) In further consideration of the compensation to be paid to Executive you hereunder, Executive acknowledges whether under Article 4 or Paragraph 6(E), you acknowledge that in during the course of his your employment with the Company and its Subsidiaries he you shall become familiar, and he has become familiar, familiar with the Company's ’s trade secrets and with other Confidential Information concerning the Company and its predecessors and its Subsidiaries and that his your services have been and shall be of special, unique and extraordinary value to the Company and its Subsidiaries. Therefore, Executive agrees and therefore, you agree that, during the Employment Period time you are employed by the Company and for three years a period of time equal to [twelve (12)] [twenty-four (24)] months thereafter (the "“Noncompete Period"”), he you shall not directly or indirectly own any interest in, operate, manage, control, participate in, consult with, advise, render services for, or in any manner engage in any business (including by himself or in association competing with any person, firm, corporate or other business organization or through any other entity) in competition with, or potential competition with, the businesses of the Company or its Subsidiaries Subsidiaries, as such businesses exist or are in process during your employment on the date of the termination or expiration of the Employment Periodyour employment, within any geographical area in which the Company or its Subsidiaries engage or plan to engage in such businesses. Nothing herein shall prohibit Executive you from being a passive owner of not more than 2% of the outstanding stock of any class of a corporation which is publicly traded, so long as Executive has you have no active participation in the business of such corporation. (bB) During the Noncompete Period, Executive you 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 Employment Period your employment 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, licensor, franchisee 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). (c) Executive agrees that: (i) the covenants set forth in this Section 7 are reasonable in geographical and temporal scope and in all other respects and that he has reviewed the provisions of this Agreement with his legal counsel, (ii) the Company would not have entered into this Agreement but for the covenants of Executive contained herein, and (iii) the covenants contained herein have been made in order to induce the Company to enter into this Agreement. (dC) If, at the time of enforcement of this Section 7Paragraph 6, a court shall hold that the duration, scope or area restrictions stated herein are unreasonable under circumstances then existing, the parties agree that the maximum duration, scope or area reasonable under such circumstances shall be substituted for the stated duration, scope or area and that the court shall be allowed to revise the restrictions contained herein to cover the maximum period, scope and area permitted by law. (eD) Executive recognizes and affirms that in the event of his breach of any provision of this Section 7, money damages would be inadequate and the Company would have no adequate remedy at law. Accordingly, the Executive agrees that in In the event of the breach or a threatened breach by Executive you of any of the provisions of this Section 7Paragraph 6, the CompanyCompany would suffer irreparable harm, and in addition and supplementary to other rights and remedies existing in its favor, the Company shall be entitled to specific performance and/or injunctive or other equitable relief from a court of competent jurisdiction in order to enforce or prevent any violations of the provisions hereof (without posting a bond or other security). In addition, in the event of an alleged breach or violation by Executive you of this Section 7Paragraph 6, the Noncompete Period shall be tolled until such breach or violation has been duly cured. You acknowledge that the restrictions contained in Paragraph 6 are reasonable and that you have been given the opportunity to review the provisions of this Agreement with legal counsel. (E) Absent a Change in Control of the Company, you shall be entitled, upon your Termination (unless such Termination is (i) by you other than for Good Reason; (ii) by the Company for Cause or because of your Disability; or (iii) because of your death or attainment of your Retirement Date), to those Company benefits to which you would otherwise be entitled; provided that you shall receive an amount of severance pay equal to no less than the amount set forth in Paragraph 4(A); provided further that the benefits set forth in this Paragraph 6(E) will not be available to you if you have been offered the opportunity to relocate to the Company’s new headquarters office in the Charlotte, North Carolina region and you have refused to relocate.

Non-Compete, Non-Solicitation. (a) In further consideration of the compensation to be paid to Executive hereunder, Executive acknowledges that in the course of his employment with the Company and its Subsidiaries he shall will become familiar, and he has become familiar, familiar with the Company's and it Subsidiaries' trade secrets and with other Confidential Information concerning the Company and the Subsidiaries and that his services have been and shall will be of special, unique and extraordinary value to the Company and its the Subsidiaries. Therefore, Executive agrees that, during the Employment Period and during the period that Executive is receiving compensation pursuant to Section 4(b) (but in no event for three years thereafter a period of less than eighteen months after the termination of the Employment Period, whether or not Executive is receiving compensation pursuant to Section 4(b) (the "Noncompete Period"), he ----------------- shall not directly or indirectly own any interest in, operateown, manage, control, participate in, consult with, advise, render services for, or in any manner engage in any business (including by himself or in association competing with any person, firm, corporate or other business organization or through any other entity) in competition with, or potential competition with, the businesses of the Company or its Subsidiaries as such businesses exist or are in process on the date of the termination or expiration of the Employment PeriodExecutive's employment, 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 corporation which is publicly traded, so long as Executive has no active participation in the business of such corporation. (b) During the Noncompete Period, Executive shall not directly or indirectly through another entity (i) induce or attempt to induce any management or professional level 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 such employee thereof, (ii) hire any person who was such an employee of the Company or any Subsidiary at any time during the Employment Period Period, or (iii) induce or attempt to induce any customer, supplier, licensee, licensor, franchisee licensee 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, licensor, franchisee 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)Subsidiary. (c) Executive agrees that: (i) the covenants set forth in this Section 7 are reasonable in geographical and temporal scope and in all other respects and that he has reviewed the provisions of this Agreement with his legal counsel, (ii) the Company would not have entered into this Agreement but for the covenants of Executive contained herein, and (iii) the covenants contained herein have been made in order to induce the Company to enter into this Agreement. (d) If, at the time of enforcement of this Section 7, a court shall hold that the duration, scope or area restrictions stated herein are unreasonable under circumstances then existing, the parties agree that the maximum duration, scope or area reasonable under such circumstances shall be substituted for the stated duration, scope or area and that the court shall be allowed to revise the restrictions contained herein to cover the maximum period, scope and area permitted by law. (e) Executive recognizes and affirms that in the event of his breach of any provision of this Section 7, money damages would be inadequate and the Company would have no adequate remedy at law. Accordingly, the Executive agrees that in the event of the breach or a threatened breach by Executive of any of the provisions of this Section 7, the Company, in addition and supplementary to other rights and remedies existing in its favor, shall be entitled to specific performance and/or injunctive or other equitable relief from a court of competent jurisdiction in order to enforce or prevent any violations of the provisions hereof (without posting a bond or other security). In addition, in the event of an alleged breach or violation by Executive of this Section 7, the Noncompete Period shall be tolled until such breach or violation has been duly cured.

Non-Compete, Non-Solicitation. (a) In further consideration of the compensation to be paid to Executive hereunder, Executive acknowledges that in the course of his employment with the Company and its Subsidiaries he shall become familiar, and during his employment with the Company, Auburn, BPI, DPC or Xxxxxx, he has become familiar, with the Company's trade secrets and with other Confidential Information concerning the Company and its predecessors and its Subsidiaries and that his services have been and shall be of special, unique and extraordinary value to the Company and its Subsidiaries. Therefore, Executive agrees that, during the Employment Period and for three two years thereafter (the "Noncompete Period"), he shall not directly or indirectly own any interest in, operate, manage, control, participate in, consult with, advise, render services for, or in any manner engage in any business (including by himself or in association competing with any person, firm, corporate or other business organization or through any other entity) in competition with, or potential competition with, the businesses of the Company or its Subsidiaries (including, without limitation, payroll services or tax filing services), as such businesses exist or are in process on the date of the termination or expiration of Executive's employment anywhere in the Employment Period, within any geographical area in which the Company or its Subsidiaries engage or plan to engage in such businessesUnited States. Nothing herein shall prohibit Executive from being a passive owner of not more than 2% of the outstanding stock of any class of a corporation which is publicly traded, so long as Executive has no active participation in the business of such corporation. (b) During the Noncompete Period, Executive shall not directly or indirectly through another 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 Employment Period 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, licensor, franchisee licensee or business relation and the Company or any Subsidiary (including, without limitation, making any negative or disparaging statements or communications regarding about the Company or its Subsidiaries). (c) Executive agrees that: (i) the covenants set forth in this Section 7 are reasonable in geographical and temporal scope and in all other respects and that he has reviewed the provisions of this Agreement with his legal counsel, (ii) the Company would not have entered into this Agreement but for the covenants of Executive contained herein, and (iii) the covenants contained herein have been made in order to induce the Company to enter into this Agreement. (d) If, at the time of enforcement of this Section 7, a court shall hold that the duration, scope or area restrictions stated herein are unreasonable under circumstances then existing, the parties agree that the maximum duration, scope or area reasonable under such circumstances shall be substituted for the stated duration, scope or area and that the court shall be allowed to revise the restrictions contained herein to cover the maximum period, scope and area permitted by law. Executive agrees that the restrictions contained in this Section 7 are reasonable. (ed) Executive recognizes and affirms that in the event of his breach of any provision of this Section 7, money damages would be inadequate and the Company would have no adequate remedy at law. Accordingly, the Executive agrees that in In the event of the breach or a threatened breach by Executive of any of the provisions of this Section 7, the Company, in addition and supplementary to other rights and remedies existing in its favor, shall be entitled may apply to any court of law or equity of competent jurisdiction for specific performance and/or injunctive or other equitable relief from a court of competent jurisdiction in order to enforce or prevent any violations of the provisions hereof (without posting a bond or other security). In addition, in the event of an alleged breach or violation by Executive of this Section 7, the Noncompete Period shall be tolled until such breach or violation has been duly cured. (e) Executive agrees that termination of the Noncompete Period under the terms of this Agreement shall not serve to terminate the existence of any other non-competition or non-solicitation agreement that Executive has with the Company, including, without limitation, pursuant to the terms of the Recapitalization Agreement.

Non-Compete, Non-Solicitation. (a) In further consideration of the compensation to be paid to Executive hereunder, Executive acknowledges that in the course of his employment with the Company and its Subsidiaries he shall become familiar, and he has and will become familiar, familiar with the Company's ’s and it’s Subsidiaries’ trade secrets and with other Confidential Information concerning the Company and the Subsidiaries and that his services have been and shall will be of special, unique and extraordinary value to the Company and its the Subsidiaries. Therefore, Executive agrees that, during the Employment Period and during the period that Executive is receiving compensation pursuant to Section 4(b) (but in no event for three years thereafter a period of less than eighteen months after the termination of the Employment Period, whether or not Executive is receiving compensation pursuant to Section 4(b)) (the "“Noncompete Period"”), he shall not directly or indirectly own any interest in, operateown, manage, control, participate in, consult with, advise, render services for, or in any manner engage in any business (including by himself or in association competing with any person, firm, corporate or other business organization or through any other entity) in competition with, or potential competition with, the businesses of the Company or its Subsidiaries as such businesses exist or are in process on the date of the termination or expiration of the Employment PeriodExecutive’s employment, 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 corporation which is publicly traded, so long as Executive has no active participation in the business of such corporation. (b) During the Noncompete Period, Executive shall not directly or indirectly through another entity (i) induce or attempt to induce any management or professional level 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 such employee thereof, (ii) hire any person who was such an employee of the Company or any Subsidiary at any time during the Employment Period Period, or (iii) induce or attempt to induce any customer, supplier, licensee, licensor, franchisee licensee 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, licensor, franchisee 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)Subsidiary. (c) Executive agrees that: (i) the covenants set forth in this Section 7 are reasonable in geographical and temporal scope and in all other respects and that he has reviewed the provisions of this Agreement with his legal counsel, (ii) the Company would not have entered into this Agreement but for the covenants of Executive contained herein, and (iii) the covenants contained herein have been made in order to induce the Company to enter into this Agreement. (d) If, at the time of enforcement of this Section 7, a court shall hold that the duration, scope or area restrictions stated herein are unreasonable under circumstances then existing, the parties agree that the maximum duration, scope or area reasonable under such circumstances shall be substituted for the stated duration, scope or area and that the court shall be allowed to revise the restrictions contained herein to cover the maximum period, scope and area permitted by law. (e) Executive recognizes and affirms that in the event of his breach of any provision of this Section 7, money damages would be inadequate and the Company would have no adequate remedy at law. Accordingly, the Executive agrees that in the event of the breach or a threatened breach by Executive of any of the provisions of this Section 7, the Company, in addition and supplementary to other rights and remedies existing in its favor, shall be entitled to specific performance and/or injunctive or other equitable relief from a court of competent jurisdiction in order to enforce or prevent any violations of the provisions hereof (without posting a bond or other security). In addition, in the event of an alleged breach or violation by Executive of this Section 7, the Noncompete Period shall be tolled until such breach or violation has been duly cured.

Non-Compete, Non-Solicitation. (a) In further consideration of the compensation to be paid to Executive hereunder, Executive acknowledges that in the course of his employment with the Company and its Subsidiaries he shall will become familiar, and he has become familiar, familiar with the Company's trade secrets and with other Confidential Information confidential information concerning the Company, the Company's subsidiaries and their predecessors and that his services have been and shall will be of special, unique and extraordinary value to the Company and its SubsidiariesCompany. Therefore, Executive agrees thatthat except as otherwise provided in this paragraph 6(a), during the Employment Period and continuing for three years thereafter a period of one year following the termination of employment for any reason (the "Noncompete Period"), he Executive shall not directly or indirectly own any interest in, operateown, manage, control, participate in, consult with, advisebe employed by, render services for, or in any manner engage in any business (including by himself or in association competitive with any person, firm, corporate or other business organization or through any other entity) in competition with, or potential competition with, the businesses of the Company or its Subsidiaries subsidiaries as such businesses exist or are in process on the date of the termination or expiration of the Employment PeriodExecutive's employment, within any geographical area in which the Company or its Subsidiaries engage or plan to subsidiaries engage in such businesses. Nothing herein shall prohibit (i) Executive from being a passive owner of not more than 25% of the outstanding stock of any class of a corporation which is publicly traded, so long as Executive has no active participation in the business of such corporationcorporation or (ii) Executive from being employed by a business which derives a minimal amount of its gross revenues from the provision of goods and services which are competitive with the Company. In the event that the Company shall fail to provide Executive with the required severance obligations under Paragraph 4(d), the Company shall not have the right to enforce Executive's obligations under this Paragraph 6 during the period of such breach. (b) During the Noncompete Period, Executive shall not directly or indirectly or through another entity (i) induce or attempt to induce any employee of the Company or any Subsidiary subsidiary to leave the employ of the Company or such Subsidiarysubsidiary, or in any way interfere with the relationship between the Company or any Subsidiary subsidiary and any employee thereof, (ii) hire any person who was an employee of the Company thereof or any Subsidiary at any time during the Employment Period or (iii) induce or attempt to induce any customer, supplier, licensee, licensor, franchisee licensee or other business relation of the Company or any Subsidiary subsidiary to cease doing business with the Company or such Subsidiarysubsidiary, or in any way interfere with the relationship between any such customer, supplier, licensee, licensor, franchisee 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)subsidiary. (c) Executive agrees that: (i) the covenants set forth in this Section 7 are reasonable in geographical and temporal scope and in all other respects and that he has reviewed the provisions of this Agreement with his legal counsel, (ii) the Company would not have entered into this Agreement but for the covenants of Executive contained herein, and (iii) the covenants contained herein have been made in order to induce the Company to enter into this Agreement. (d) If, at the time of enforcement of this Section 7Paragraph 6, a court shall hold that the duration, scope or area restrictions stated herein are unreasonable under circumstances then existing, the parties agree that the maximum duration, scope or area reasonable under such circumstances shall be substituted for the stated duration, scope or area and that the court shall be allowed to revise the restrictions restriction contained herein to cover the maximum period, scope and area permitted by law. (ed) Executive recognizes and affirms that in the event of his breach of any provision of this Section 7, money damages would be inadequate and the Company would have no adequate remedy at law. Accordingly, the Executive agrees that in In the event of the breach or a threatened breach by Executive of any of the provisions of this Section 7Paragraph 6, the Company, in addition and supplementary to other rights and remedies existing in its favor, shall be entitled may apply to any court of law or equity of competent jurisdiction for specific performance and/or injunctive or other equitable relief from a court of competent jurisdiction in order to enforce or prevent any violations of the provisions hereof thereof (without posting a bond or other security). In addition, in the event of an alleged breach or violation by Executive of this Section 7, the Noncompete Period shall be tolled until such breach or violation has been duly cured.

Non-Compete, Non-Solicitation. (a) In further consideration of the compensation to be paid to Executive hereunder, Executive acknowledges that in the course of his employment with the Company and its the Subsidiaries he shall become familiar, and he has become familiar, with the Company's trade secrets and with other Confidential Information and that his services have been and shall be of special, unique and extraordinary value to the Company and its the Subsidiaries. Therefore, Executive agrees that, during the Employment Period and for three years 18 months thereafter (the "Noncompete Period"), he shall not directly or indirectly own any interest in, ----------------- operate, manage, control, participate in, consult with, advise, render services for, or in any manner engage in any business (including by himself or in association with any person, firm, corporate or other business organization or through any other entity) in competition with, or potential competition with, the businesses of the Company or its the Subsidiaries as such businesses exist or are in process 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 businessesUnited States. Nothing herein shall prohibit Executive from being a passive owner of not more than 2% of the outstanding stock of any class of a corporation which is publicly traded, so long as Executive has no active participation in the business of such corporation. (b) During the Noncompete Period, Executive shall not directly or indirectly through another 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 year prior to the termination of the Employment Period or (iii) induce or attempt to induce any customer, supplier, licensee, licensor, franchisee or other business relation of the Company or any 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, licensor, franchisee 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 Subsidiariesany Subsidiary). (c) Executive agrees that: (i) the covenants set forth in this Section 7 are reasonable in geographical and temporal scope and in all other respects and that he has reviewed the provisions of this Agreement with his legal counsel, (ii) the Company would not have entered into this Agreement but for the covenants of Executive contained herein, and (iii) the covenants contained herein have been made in order to induce the Company to enter into this Agreement. (d) If, at the time of enforcement of this Section 7, a court shall hold that the duration, scope or area restrictions stated herein are unreasonable under circumstances then existing, the parties agree that the maximum duration, scope or area reasonable under such circumstances shall be substituted for the stated duration, scope or area and that the court shall be allowed to revise the restrictions contained herein to cover the maximum period, scope and area permitted by law. (e) Executive recognizes and affirms that in the event of his breach of any provision of this Section 7, money damages would be inadequate and the Company would have no adequate remedy at law. Accordingly, the Executive agrees that in the event of the breach or a threatened breach by Executive of any of the provisions of this Section 7, the Company, in addition and supplementary to other rights and remedies existing in its favor, shall be entitled to specific performance and/or injunctive or other equitable relief from a court of competent jurisdiction in order to enforce or prevent any violations of the provisions hereof (without posting a bond or other security). In addition, in the event of an alleged breach or violation by Executive of this Section 7, the Noncompete Period shall be tolled until such breach or violation has been duly cured.

Non-Compete, Non-Solicitation. (a) In further consideration of the compensation to be paid to Executive hereunder, Executive acknowledges that in the course of his employment with the Company and its Subsidiaries he shall become familiar, and during his employment with the Company, Auburn, BPI, or DPC, he has become familiar, with the Company's trade secrets and with other Confidential Information concerning the Company and its predecessors and its Subsidiaries and that his services have been and shall be of special, unique and extraordinary value to the Company and its Subsidiaries. Therefore, Executive agrees that, that during the Employment Period and for three two years thereafter (the "Noncompete Period"), he shall not directly or indirectly own any interest in, operate, manage, control, participate in, consult with, advise, render reader services for, or in any manner engage in any business (including by himself or in association competing with any person, firm, corporate or other business organization or through any other entity) in competition with, or potential competition with, the businesses of the Company or its Subsidiaries (including, without limitation, payroll services or tax filing services), as such businesses exist or are in process on the date of the termination or expiration of Executive's employment anywhere in the Employment Period, within any geographical area in which the Company or its Subsidiaries engage or plan to engage in such businessesUnited States. Nothing herein shall prohibit Executive from being a passive owner of not more than 2% of the outstanding stock of any class of a corporation which is publicly traded, so long as Executive has no active participation in the business of such corporation. (b) During the Noncompete Period, Executive shall not directly or indirectly through another 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 Employment Period 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, licensor, franchisee licensee or business relation and the Company or any Subsidiary (including, without limitation, making any negative or disparaging statements or communications regarding about the Company or its Subsidiaries). (c) Executive agrees that: (i) the covenants set forth in this Section 7 are reasonable in geographical and temporal scope and in all other respects and that he has reviewed the provisions of this Agreement with his legal counsel, (ii) the Company would not have entered into this Agreement but for the covenants of Executive contained herein, and (iii) the covenants contained herein have been made in order to induce the Company to enter into this Agreement. (d) If, at the time of enforcement of this Section 7, a court shall hold that the duration, scope or area restrictions stated herein are unreasonable under circumstances then existing, the parties agree that the maximum duration, scope or area reasonable under such circumstances shall be substituted for the stated duration, scope or area and that the court shall be allowed to revise the restrictions contained herein to cover the maximum period, scope and area permitted by law. Executive agrees that the restrictions contained in this Section 7 are reasonable. (ed) Executive recognizes and affirms that in the event of his breach of any provision of this Section 7, money damages would be inadequate and the Company would have no adequate remedy at law. Accordingly, the Executive agrees that in In the event of the breach or a threatened breach by Executive of any of the provisions of this Section 7, the Company, in addition and supplementary to other rights and remedies existing in its favor, shall be entitled may apply to any court of law or equity of competent jurisdiction for specific performance and/or injunctive or other equitable relief from a court of competent jurisdiction in order to enforce or prevent any violations of the provisions hereof (without posting a bond or other security). In addition, in the event of an alleged breach or violation by Executive of this Section 7, the Noncompete Period shall be tolled until such breach or violation has been duly cured. (e) Executive agrees that termination of the Noncompete Period under the terms of this Agreement shall not serve to terminate the existence of any other non-competition or non-solicitation agreement that Executive has with the Company, including, without limitation, pursuant to the terms of the Recapitalization Agreement.

Non-Compete, Non-Solicitation. (a) In further consideration of the compensation to be paid to Executive hereunder, The Executive acknowledges that in the course of his employment with the Company and its Subsidiaries subsidiaries he shall will become familiar, and during his employment with the Company and its predecessors he has become familiar, with the Company's and its subsidiaries' trade secrets and with other Confidential Information confidential information concerning the Company, its subsidiaries and the Company's predecessors and that his services have been and shall will be of special, unique and extraordinary value to the Company and its Subsidiariessubsidiaries. Therefore, the Executive agrees that, during the Employment Period and in the case of termination for three Cause or resignation (other than resignation for "Good Reason" following a "Change in Control"), for two years thereafter (the "Noncompete Period"), he shall not directly or ro indirectly own any interest in, operateown, manage, control, participate in, consult with, advise, render services for, or in any manner engage in any business (including by himself or in association competing with any person, firm, corporate or other business organization or through any other entity) in competition with, or potential competition with, the businesses of the Company or its Subsidiaries subsidiaries as such businesses exist or are in process on the date of the termination or expiration of the Employment PeriodExecutive's employment, within any geographical area in which the Company or its Subsidiaries subsidiaries engage or plan to engage in such businesses. Nothing herein shall prohibit the Executive from being a passive owner of not more than 25% of the outstanding stock of any class of a corporation which is publicly traded, so long as the Executive has no active participation in the business of such corporation. (b) During the Noncompete Period, the Executive shall not directly or indirectly through another entity (i) induce or attempt to induce any employee of the Company or any Subsidiary subsidiary to leave the employ of the Company or such Subsidiarysubsidiary, or in any way interfere with the relationship between the Company or any Subsidiary subsidiary and any employee thereof, (ii) hire any person who was an employee of the Company or any Subsidiary subsidiary at any time during the Employment Period Period, or (iii) induce or attempt to induce any customer, supplier, licensee, licensor, franchisee licensee or other business relation of the Company or any Subsidiary subsidiary to cease doing business with the Company or such Subsidiarysubsidiary, or in any way interfere with the relationship between any such customer, supplier, licensee, licensor, franchisee 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)subsidiary. (c) Executive agrees that: (i) the covenants set forth in this Section 7 are reasonable in geographical and temporal scope and in all other respects and that he has reviewed the provisions of this Agreement with his legal counsel, (ii) the Company would not have entered into this Agreement but for the covenants of Executive contained herein, and (iii) the covenants contained herein have been made in order to induce the Company to enter into this Agreement. (d) If, at the time of enforcement of this Section 7paragraph 8, a court shall hold that the duration, scope or area restrictions stated herein are unreasonable under circumstances then existing, the parties agree that the maximum duration, scope or area reasonable under such circumstances shall be substituted for the stated duration, scope or area and that the court shall be allowed to revise the restrictions contained herein to cover the maximum period, scope and area permitted by law. (ed) Executive recognizes and affirms that in the event of his breach of any provision of this Section 7, money damages would be inadequate and the Company would have no adequate remedy at law. Accordingly, the Executive agrees that in In the event of the breach or a threatened breach by the Executive of any of the provisions of this Section 7paragraph 8, the Company, in addition and supplementary to other rights and remedies existing in its favor, shall be entitled may apply to any court of law or equity of competent jurisdiction for specific performance and/or injunctive or other equitable relief from a court of competent jurisdiction in order to enforce or prevent any violations of the provisions hereof (without posting a bond or other security). In addition, in the event of an alleged breach or violation by Executive of this Section 7, the Noncompete Period shall be tolled until such breach or violation has been duly cured.