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

Non-Compete, Non-Solicitation. (a) Executive agrees that during the Term and thereafter during the Protection Period (as defined in Section 9(f) below), Executive will not directly or indirectly (by himself or in association with any individual or entity) own, operate, manage, control, be employed by, participate in, consult with, advise, provide services for, or in any manner engage in any business which competes in any way with any business activity that the Company or its affiliates is conducting, or has active plans to conduct, as of the Date of Termination. This restriction shall apply to any geographic area in which the Company, or any affiliate for which Executive had any responsibilities during the term of his employment, engaged in business, or had active plans to engage in business, during the term of Executive’s employment. The restrictions contained herein shall not prohibit Executive from being a passive owner of not more than 5% of the outstanding stock of a corporation which is publicly traded, so long as Executive has no active participation in the business of such corporation. Notwithstanding the foregoing, with respect to an entity which is engaged in both a competing business and a non-competing business, Executive may provide services to the non-competing business, provided that Executive does not render any services or advice, directly or indirectly, to the competing business. (b) Executive agrees that during the Term and thereafter during the Protection Period, Executive will not directly or indirectly: (i) solicit or induce, or attempt to solicit or induce, any employee, consultant or independent contractor of the Company or of any affiliate to terminate his or her employment or relationship with the Company or affiliate; (ii) hire any person who Executive knows was an employee, consultant or independent contractor of the Company or of any affiliate during the last 6 months of Executive’s employment by the Company; or (iii) induce or attempt to induce any customer, supplier, distributor, franchisee, licensee, or other individual or entity that has any business relationship with the Company or any of its affiliate to cease doing business with the Company or any of its affiliates, or in any way interfere with the relationship between any such customer, supplier, distributor, franchisee, licensee, or any other individual or entity and the Company or any of its affiliates. (c) To enable the Company to monitor Executive’s compliance with the obligations imposed by this Agreement, Executive agrees to inform the Company, upon the Date of Termination, of the identity of any new employer and of Executive’s new job title. Executive will continue to so inform the Company, in writing, any time Executive changes employment during the Protection Period. (d) In the event that any of these provisions are deemed invalid or unenforceable under applicable law, that shall not affect the validity or enforceability of the remaining provisions. To the extent any provision is unenforceable because it is overbroad, that provision shall be limited to the extent required by applicable law and enforced as so limited. (e) Executive has carefully considered the nature and extent of the restrictions upon him and the rights and remedies conferred upon the Company under this Section 9, and hereby acknowledges and agrees that the same are reasonable in time and territory, are designed to eliminate competition that otherwise would be unfair to the Company, do not stifle the inherent skill and experience of Executive, would not operate as a bar to Executive’s sole means of support, are fully required to protect the legitimate interests of the Company, and do not confer a benefit upon the Company disproportionate to the detriment to Executive. (f) For purposes of this Section 9, the term “Protection Period” shall mean the period commencing on the Date of Termination and ending on the date 18 months after the Date of Termination, provided, however, that such period shall be extended by any length of time during which Executive is in breach of the covenants contained in this Section 9.

Non-Compete, Non-Solicitation. (a) Executive agrees that during the Term and thereafter during the Protection Period (as defined in Section 9(f) below), Executive will not directly or indirectly (by himself or in association with any individual or entity) own, operate, manage, control, be employed by, participate in, consult with, advise, provide services for, or in any manner engage in any business which provides activities, products, or services that are of the type conducted,. authorized, offered, or provided by the Company within two years of the end of Executive’s employment with the Company or its affiliates, or otherwise competes in any way with any business activity that the Company or its affiliates is conductingconducting , or has active plans to conduct, as of the Date of Termination. This restriction shall apply to any geographic area in which the Company, or any affiliate for which Executive had any responsibilities during the term last two years of his employment, engaged in business, or had active plans to engage in business, during the term of Executive’s employment. The restrictions contained herein shall not prohibit Executive from being a passive owner of not more than 5% of the outstanding stock of a corporation which is publicly traded, so long as Executive has no active participation in the business of such corporation. Notwithstanding the foregoing, with respect to an entity which is engaged in both a competing business and a non-competing business, Executive may provide services to the non-competing business, provided that Executive does not render any services or advice, directly or indirectly, to the competing business. (b) Executive agrees that during the Term and thereafter during the Protection Period, Executive will not directly or indirectly: (i) solicit or induce, or attempt to solicit or induce, any employee, consultant or independent contractor of the Company or of any affiliate to terminate his or her employment or relationship with the Company or affiliate; (ii) hire any person who Executive knows was an employee, consultant or independent contractor of the Company or of any affiliate during the last 6 months of Executive’s employment by the Company; or (iii) induce solicit or induce, or attempt to solicit or induce any customer, supplier, distributor, franchisee, licensee, or other individual or entity that has any business relationship with the Company or any of its affiliate with whom the Executive had material contact with at any time during the Executive’s employment with the Company to cease doing business with the Company or any of its affiliates, or consider placing or moving all or any portion of their business to any service provider that provides activities, products and/or services that are competitive with the Company’s or its affiliates’, or in any way interfere with the relationship between any such customer, supplier, distributor, franchisee, licensee, or any other individual or entity and the Company or any of its affiliates.; or (iv) disparage, criticize, derogate, or deprecate the Company or any of its products, services or employees to any past, current or prospective customer or client of the Company (c) To enable the Company to monitor Executive’s compliance with the obligations imposed by this Agreement, Executive agrees to inform the Company, upon the Date of Termination, of the identity of any new employer and of Executive’s new job title. Executive will continue to so inform the Company, in writing, any time Executive changes employment during the Protection Period. (d) In the event that any of these provisions are deemed invalid or unenforceable under applicable law, that shall not affect the validity or enforceability of the remaining provisions. To the extent any provision is unenforceable because it is overbroad, that provision shall be limited to the extent required by applicable law and enforced as so limited. (e) Executive has carefully considered the nature and extent of the restrictions upon him and the rights and remedies conferred upon the Company under this Section 9, and hereby acknowledges and agrees that the same are reasonable in time and territory, are designed to eliminate competition business activities that otherwise would be unfair to the Company, do not stifle the inherent skill and experience of Executive, would not operate as a bar to Executive’s sole means of support, are fully required to protect the legitimate interests of the Company, and do not confer a benefit upon the Company disproportionate to the detriment to Executive. (f) For purposes of this Section 9, the term “Protection Period” shall mean the period commencing on Executive’s last day of employment with the Date of Termination Company and ending on the date 18 months after Executive’s last day of employment with the Date of TerminationCompany, provided, however, that such period shall be extended by any length of time during which Executive is in breach of the covenants contained in this Section 9.

Non-Compete, Non-Solicitation. (a) Executive agrees that during the Term and thereafter during the Protection Period (as defined in Section 9(f) below), Executive will not directly or indirectly (by himself or in association with any individual or entity) own, operate, manage, control, be employed by, participate in, consult with, advise, provide services for, or in any manner engage in any business which provides activities, products, or services that are of the type conducted,. authorized, offered, or provided by the Company within two years of the end of Executive’s employment with the Company or its affiliates, or otherwise competes in any way with any business activity that the Company or its affiliates is conductingconducting , or has active plans to conduct, as of the Date of Termination. This restriction shall apply to any geographic area in which the Company, or any affiliate for which Executive had any responsibilities during the term last two years of his employment, engaged in business, or had active plans to engage in business, during the term of Executive’s employment. The restrictions contained herein shall not prohibit Executive from being a passive owner of not more than 5% of the outstanding stock of a corporation which is publicly traded, so long as Executive has no active participation in the business of such corporation. Notwithstanding the foregoing, with respect to an entity which is engaged in both a competing business and a non-competing business, Executive may provide services to the non-competing business, provided that Executive does not render any services or advice, directly or indirectly, to the competing business. (b) Executive agrees that during the Term and thereafter during the Protection Period, Executive will not directly or indirectly: (i) solicit or induce, or attempt to solicit or induce, any employee, consultant or independent contractor of the Company or of any affiliate to terminate his or her employment or relationship with the Company or affiliate; (ii) hire any person who Executive knows was an employee, consultant or independent contractor of the Company or of any affiliate during the last 6 months of Executive’s employment by the Company; or (iii) induce solicit or induce, or attempt to solicit or induce any customer, supplier, distributor, franchisee, licensee, or other individual or entity that has any business relationship with the Company or any of its affiliate with whom the Executive had material contact with at any time during the Executive’s employment with the Company to cease doing business with the Company or any of its affiliates, or consider placing or moving all or any portion of their business to any service provider that provides activities, products and/or services that are competitive with the Company’s or its affiliates’, or in any way interfere with the relationship between any such customer, supplier, distributor, franchisee, licensee, or any other individual or entity and the Company or any of its affiliates.; or (iv) disparage, criticize, derogate, or deprecate the Company or any of its products, services or employees to any past, current or prospective customer or client of the Company (c) To enable the Company to monitor Executive’s compliance with the obligations imposed by this Agreement, Executive agrees to inform the Company, upon the Date of Termination, of the identity of any new employer and of Executive’s new job title. Executive will continue to so inform the Company, in writing, any time Executive changes employment during the Protection Period. (d) In the event that any of these provisions are deemed invalid or unenforceable under applicable law, that shall not affect the validity or enforceability of the remaining provisions. To the extent any provision is unenforceable because it is overbroad, that provision shall be limited to the extent required by applicable law and enforced as so limited. (e) Executive has carefully considered the nature and extent of the restrictions upon him and the rights and remedies conferred upon the Company under this Section 9, and hereby acknowledges and agrees that the same are reasonable in time and territory, are designed to eliminate competition business activities that otherwise would be unfair to the Company, do not stifle the inherent skill and experience of Executive, would not operate as a bar to Executive’s sole means of support, are fully required to protect the legitimate interests of the Company, and do not confer a benefit upon the Company disproportionate to the detriment to Executive. (f) For purposes of this Section 9, the term “Protection Period” shall mean the period commencing on Executive’s last day of employment with the Date of Termination Company and ending on the date 18 12 months after Executive’s last day of employment with the Date of TerminationCompany, provided, however, that such period shall be extended by any length of time during which Executive is in breach of the covenants contained in this Section 9.

Non-Compete, Non-Solicitation. (a) Executive acknowledges that in the course of his employment with FANB he has become and will become familiar with the information concerning FANB, its affiliates and subsidiaries and that his services have been and will be of special, unique and extraordinary value to FANB. Therefore, Executive agrees that that, so long as there is no default by FANB hereunder, during the Term Employment Period and for twelve months thereafter during (the Protection Period (as defined in Section 9(f) below"Noncompete Period"), Executive will shall not directly or indirectly (by himself or in association with any individual or entity) organize, own, operate, manage, advise, control, be employed by, participate in, consult with, advise, provide render services for, or in any manner engage in any business which competes in any way competing with any business activity that the Company businesses of FANB or its subsidiaries or affiliates is conducting, as such businesses exist or has active plans to conduct, as are in the process on the date of the Date termination of Termination. This restriction shall apply to any geographic area Executive's employment, within Dickson or Houston Counties, Tennessee or within a radius of 30 miles of the county lines thereof in which the Company, FANB or any affiliate for which Executive had any responsibilities during the term of his employment, engaged in business, its subsidiaries engage or had active have plans to engage in business, during the term of Executive’s employmentsuch businesses. The restrictions contained Nothing herein shall not prohibit Executive from being a passive owner of not more than 51% 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, with respect to an entity which is engaged in both a competing business and a non-competing business, Executive may provide services to the non-competing business, provided that Executive does not render any services or advice, directly or indirectly, to the competing business. (b) Executive agrees that during During the Term and thereafter during the Protection Noncompete Period, Executive will shall not directly or indirectly: indirectly through another entity (i) solicit or induce, induce or attempt to solicit induce any employee of FANB or induce, any employee, consultant or independent contractor of the Company or of any affiliate or subsidiary to terminate his leave the employ of FANB or her employment affiliate or relationship subsidiary, or in any way interfere with the Company relationship between FANB or affiliate; any subsidiary or affiliate and any employee thereof, (ii) hire any person who Executive knows was an employee, consultant employee of FANB or independent contractor of the Company any subsidiary or of affiliate at any affiliate time during the last 6 months of Executive’s employment by the Company; Employment Period, or (iii) induce or attempt to induce any customer, supplier, distributor, franchisee, licensee, licensee or other individual or entity that has any business relationship with the Company relation of FANB or any of its affiliate or subsidiary to cease doing business with the Company FANB or any of its affiliatesaffiliate or subsidiary, or in any way interfere with the relationship between any such customer, supplier, distributor, franchisee, licensee, licensee or business relation and FANB or any other individual affiliate or entity and the Company or any of its affiliatessubsidiary. (c) To enable the Company to monitor Executive’s compliance with the obligations imposed by this Agreement, Executive agrees to inform the Company, upon the Date of Termination, of the identity of any new employer and of Executive’s new job title. Executive will continue to so inform the Company, in writing, any time Executive changes employment during the Protection Period. (d) In the event that any of these provisions are deemed invalid or unenforceable under applicable law, that shall not affect the validity or enforceability of the remaining provisions. To the extent any provision is unenforceable because it is overbroad, that provision shall be limited to the extent required by applicable law and enforced as so limited. (e) Executive has carefully considered the nature and extent of the restrictions upon him and the rights and remedies conferred upon the Company under this Section 9, and hereby acknowledges and agrees that the same are reasonable in time and territory, are designed to eliminate competition that otherwise would be unfair to the Company, do not stifle the inherent skill and experience of Executive, would not operate as a bar to Executive’s sole means of support, are fully required to protect the legitimate interests of the Company, and do not confer a benefit upon the Company disproportionate to the detriment to Executive. (f) For purposes of this Section 9, the term “Protection Period” shall mean the period commencing on the Date of Termination and ending on the date 18 months after the Date of Termination, provided, however, that such period shall be extended by any length of time during which Executive is in breach of the covenants contained in this Section 9.

Non-Compete, Non-Solicitation. (a) Executive agrees that during his employment with the Term Company and thereafter during the Protection Period (as defined in Section 9(f11(f) below), Executive will not directly or indirectly (by himself or in association with any individual or entity) own, operate, manage, control, be employed by, participate in, consult with, advise, provide services for, or in any manner engage in any business which competes in any way with the business of the Company and its affiliates, which the parties acknowledge includes the provision of power generation equipment and modification and maintenance services for customers in the domestic and international energy, power infrastructure or service industries, or in any other business activity that the Company or its affiliates is conducting, or has active plans to conduct, as of the Date of Termination. This restriction shall apply to any geographic area in which the Company, or any affiliate for which Executive had any responsibilities during the term of his employment, engaged in business, or had active plans to engage in business, during the term of Executive’s employment. The restrictions contained herein shall not prohibit Executive from being a passive owner of not more than 5% of the outstanding stock of a corporation which is publicly traded, so long as Executive has no active participation in the business of such corporation. Notwithstanding the foregoing, with respect to an entity which is engaged in both a competing business and a non-competing business, Executive may provide services to the non-competing business, provided that Executive does not render any services or advice, directly or indirectly, to the competing business. (b) Executive agrees that during his employment with the Term Company and thereafter during the Protection Period, Executive will not directly or indirectly: (i) solicit or induce, or attempt to solicit or induce, any employee, consultant or independent contractor of the Company or of any affiliate to terminate his or her employment or relationship with the Company or affiliate; (ii) hire any person who Executive knows was an employee, consultant or independent contractor of the Company or of any affiliate during the last 6 months of Executive’s employment by the Company; or (iii) induce or attempt to induce any customer, supplier, distributor, franchisee, licensee, or other individual or entity that has any business relationship with the Company or any of its affiliate to cease doing business with the Company or any of its affiliates, or in any way interfere with the relationship between any such customer, supplier, distributor, franchisee, licensee, or any other individual or entity and the Company or any of its affiliates. (c) To enable the Company to monitor Executive’s compliance with the obligations imposed by this AgreementArrangement, Executive agrees to inform the Company, upon the Date of Termination, of the identity of any new employer and of Executive’s new job title. Executive will continue to so inform the Company, in writing, any time Executive changes employment during the Protection Period. (d) In the event that any of these provisions are deemed invalid or unenforceable under applicable law, that shall not affect the validity or enforceability of the remaining provisions. To the extent any provision is unenforceable because it is overbroad, that provision shall be limited to the extent required by applicable law and enforced as so limited. (e) Executive has carefully considered the nature and extent of the restrictions upon him and the rights and remedies conferred upon the Company under this Section 911, and hereby acknowledges and agrees that the same are reasonable in time and territory, are designed to eliminate competition that otherwise would be unfair to the Company, do not stifle the inherent skill and experience of Executive, would not operate as a bar to Executive’s sole means of support, are fully required to protect the legitimate interests of the Company, and do not confer a benefit upon the Company disproportionate to the detriment to Executive. (f) For purposes of this Section 911, the term “Protection Period” shall mean the period commencing on the Date of Termination and ending on the date 18 months after the Date of Terminationfirst anniversary thereof, provided, however, that such period shall be extended by any length of time during which Executive is in breach of the covenants contained in this Section 911.

Non-Compete, Non-Solicitation. (a) Executive agrees that during the Term and thereafter during the Protection Period (as defined in Section 9(f10(f) below), Executive will not directly or indirectly (by himself or in association with any individual or entity) own, operate, manage, control, be employed by, participate in, consult with, advise, provide services for, or in any manner engage in any business which competes in any way with the business of the Company and its affiliates, which the parties acknowledge includes the provision of power generation equipment and modification and maintenance services for customers in the domestic and international energy, power infrastructure or service industries, or in any other business activity that the Company or its affiliates is conducting, or has active plans to conduct, as of the Date of Termination. This restriction shall apply to any geographic area in which the Company, or any affiliate for which Executive had any responsibilities during the term of his employment, engaged in business, or had active plans to engage in business, during the term of Executive’s employment. The restrictions contained herein shall not prohibit Executive from being a passive owner of not more than 5% of the outstanding stock of a corporation which is publicly traded, so long as Executive has no active participation in the business of such corporation. Notwithstanding the foregoing, with respect to an entity which is engaged in both a competing business and a non-non- competing business, Executive may provide services to the non-competing business, provided that Executive does not render any services or advice, directly or indirectly, to the competing business. (b) Executive agrees that during the Term and thereafter during the Protection Period, Executive will not directly or indirectly: (i) solicit or induce, or attempt to solicit or induce, any employee, consultant or independent contractor of the Company or of any affiliate to terminate his or her employment or relationship with the Company or affiliate; (ii) hire any person who Executive knows was an employee, consultant or independent contractor of the Company or of any affiliate during the last 6 months of Executive’s employment by the Company; or (iii) induce or attempt to induce any customer, supplier, distributor, franchisee, licensee, or other individual or entity that has any business relationship with the Company or any of its affiliate to cease doing business with the Company or any of its affiliates, or in any way interfere with the relationship between any such customer, supplier, distributor, franchisee, licensee, or any other individual or entity and the Company or any of its affiliates. (c) To enable the Company to monitor Executive’s compliance with the obligations imposed by this Agreement, Executive agrees to inform the Company, upon the Date of Termination, of the identity of any new employer and of Executive’s new job title. Executive will continue to so inform the Company, in writing, any time Executive changes employment during the Protection Period. (d) In the event that any of these provisions are deemed invalid or unenforceable under applicable law, that shall not affect the validity or enforceability of the remaining provisions. To the extent any provision is unenforceable because it is overbroad, that provision shall be limited to the extent required by applicable law and enforced as so limited. (e) Executive has carefully considered the nature and extent of the restrictions upon him and the rights and remedies conferred upon the Company under this Section 910, and hereby acknowledges and agrees that the same are reasonable in time and territory, are designed to eliminate competition that otherwise would be unfair to the Company, do not stifle the inherent skill and experience of Executive, would not operate as a bar to Executive’s sole means of support, are fully required to protect the legitimate interests of the Company, and do not confer a benefit upon the Company disproportionate to the detriment to Executive. (f) For purposes of this Section 910, the term “Protection Period” shall mean the period commencing on the Date of Termination and ending on the date 18 months after the Date of Termination, provided, however, that such period shall be extended by any length of time during which Executive is in breach of the covenants contained in this Section 910.

Non-Compete, Non-Solicitation. (a) Executive agrees that during the Term and thereafter during the Protection Period (as defined in Section 9(f10(f) below), Executive will not directly or indirectly (by himself or in association with any individual or entity) own, operate, manage, control, be employed by, participate in, consult with, advise, provide services for, or in any manner engage in any business which competes in any way with the business of the Company and its affiliates, which the Parties acknowledge includes the provision of power generation equipment and modification and maintenance services for customers in the domestic and international energy, power infrastructure or service industries, or in any other business activity that the Company or its affiliates is conducting, or has active plans to conduct, as of the Date of Termination. This restriction shall apply to any geographic area in which the Company, or any affiliate for which Executive had any responsibilities during the term of his employment, engaged in business, or had active plans to engage in business, during the term of Executive’s employment. The restrictions contained herein shall not prohibit Executive from being a passive owner of not more than 5% of the outstanding stock of a corporation which is publicly traded, so long as Executive has no active participation in the business of such corporation. Notwithstanding the foregoing, with respect to an entity which is engaged in both a competing business and a non-competing business, Executive may provide services to the non-competing business, provided that Executive does not render any services or advice, directly or indirectly, to the competing business. (b) Executive agrees that during the Term and thereafter during the Protection Period, Executive will not directly or indirectly: (i) solicit or induce, or attempt to solicit or induce, any employee, consultant or independent contractor of the Company or of any affiliate to terminate his or her employment or relationship with the Company or affiliate; (ii) hire any person who Executive knows was an employee, consultant or independent contractor of the Company or of any affiliate during the last 6 months of Executive’s employment by the Company; or (iii) induce or attempt to induce any customer, supplier, distributor, franchisee, licensee, or other individual or entity that has any business relationship with the Company or any of its affiliate to cease doing business with the Company or any of its affiliates, or in any way interfere with the relationship between any such customer, supplier, distributor, franchisee, licensee, or any other individual or entity and the Company or any of its affiliates. (c) To enable the Company to monitor Executive’s compliance with the obligations imposed by this Agreement, Executive agrees to inform the Company, upon the Date of Termination, of the identity of any new employer and of Executive’s new job title. Executive will continue to so inform the Company, in writing, any time Executive changes employment during the Protection Period. (d) In the event that any of these provisions are deemed invalid or unenforceable under applicable law, that shall not affect the validity or enforceability of the remaining provisions. To the extent any provision is unenforceable because it is overbroad, that provision shall be limited to the extent required by applicable law and enforced as so limited. (e) Executive has carefully considered the nature and extent of the restrictions upon him and the rights and remedies conferred upon the Company under this Section 910, and hereby acknowledges and agrees that the same are reasonable in time and territory, are designed to eliminate competition that otherwise would be unfair to the Company, do not stifle the inherent skill and experience of Executive, would not operate as a bar to Executive’s sole means of support, are fully required to protect the legitimate interests of the Company, and do not confer a benefit upon the Company disproportionate to the detriment to Executive. (f) For purposes of this Section 910, the term “Protection Period” shall mean the period commencing on the Date of Termination and ending on the date 18 months after the Date of Terminationfirst anniversary thereof, provided, however, that such period shall be extended by any length of time during which Executive is in breach of the covenants contained in this Section 910.

Non-Compete, Non-Solicitation. (a) In further consideration of the compensation to be paid to Executive agrees hereunder, Executive acknowledges that during the Term course of his employment with the Company, he shall become familiar with the Company Group’s trade secrets and thereafter with other confidential information concerning the Company Group and that his services shall be of special, unique and extraordinary value to the Company Group; and, therefore, Executive agrees that, during the Protection Employment Period and for one year thereafter (as defined in Section 9(f) belowthe “Noncompete Period”), Executive will he shall not directly or indirectly (by himself or in association with own any individual or entity) own, operateinterest in, manage, control, be employed in an executive, managerial or administrative capacity by, participate inor otherwise render executive, consult withmanagerial or administrative services to, advise, provide services for, or in any manner engage company engaged in any business directly or directly involving developingprojects or licensing technology based on or competitive with a Xxxxxxxx-Tropsch process which competes in any way with any business activity that the businesses of the Company or its affiliates is conducting, or has active plans to conduct, as on the date of the Date termination or expiration of Termination. This restriction shall apply to the Employment Period, within any geographic geographical area in which the Company, or any affiliate for which Executive had any responsibilities during the term of his employment, engaged Company engages in business, or had active plans to engage in business, during the term of Executive’s employmentsuch businesses. The restrictions contained Nothing herein shall not prohibit Executive from being a passive owner of (x) not more than 51.0% of the outstanding stock securities of a corporation which is publicly traded, so long as Executive has no active participation in the business of such corporation. Notwithstanding the foregoing, with respect to an entity which is engaged in both company traded on a competing business and a non-competing business, Executive may provide services to the non-competing business, provided that Executive does not render any services public securities exchange or advice, directly or indirectly, to the competing business(y) investments made through public mutual funds. (b) Executive agrees that during During the Term and thereafter during the Protection Noncompete Period, Executive will shall not directly or indirectly: indirectly through another person or entity (i) solicit or induce, solicit, encourage or attempt to induce, solicit or induce, encourage any employee, consultant or independent contractor employee of the Company to leave the employ of the Company, or of in any affiliate to terminate his or her employment or relationship way interfere with the relationship between the Company and any employee thereof; or affiliate; (ii) hire any person who Executive knows was an employeeinduce, consultant solicit or independent contractor of the Company or of any affiliate during the last 6 months of Executive’s employment by the Company; or (iii) induce encourage or attempt to induce induce, solicit or encourage any customer, supplier, distributor, franchisee, licensee, licensor, franchisee or other individual or entity that has any business relationship with relation of the Company or any of its affiliate to cease doing business with the Company or any of its affiliatesCompany, or in any way interfere with the relationship between any such customer, supplier, distributorlicensee or business relation of the Company (including, franchiseewithout limitation, licenseemaking any negative or disparaging statements or communications regarding the Company). The Company covenants that it will not, or any other individual or entity and it will advise members of senior management of the Company and the Company Board not to, make any negative or any of its affiliatesdisparaging statements or communications regarding Executive. (c) To enable If, at the Company time of enforcement of this Section 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 monitor Executive’s compliance with revise the obligations imposed restrictions contained herein to cover the maximum period, scope and area permitted by this Agreement, Executive agrees to inform the Company, upon the Date of Termination, of the identity of any new employer and of Executive’s new job titlelaw. Executive will continue to so inform acknowledges that the Company, restrictions contained in writing, any time Executive changes employment during this Section 8 are reasonable and that he has reviewed the Protection Periodprovisions of this Agreement with his legal counsel. (d) In Executive acknowledges that in the event that of the breach or a threatened breach by Executive of any of these the provisions are deemed invalid or unenforceable under applicable lawof this Section 8, that shall not affect the validity or enforceability of the remaining provisions. To the extent any provision is unenforceable because it is overbroadCompany would suffer irreparable harm, that provision shall be limited and, in addition and supplementary to the extent required by applicable law and enforced as so limited. (e) Executive has carefully considered the nature and extent of the restrictions upon him and the other rights and remedies conferred upon existing in its favor, the Company under this Section 9, and hereby acknowledges and agrees that the same are reasonable shall be entitled to specific performance and/or injunctive or other equitable relief from a court of competent jurisdiction in time and territory, are designed order to eliminate competition that otherwise would be unfair to the Company, do not stifle the inherent skill and experience of Executive, would not operate as a bar to Executive’s sole means of support, are fully required to protect the legitimate interests enforce or prevent any violations of the Companyprovisions hereof (without posting a bond or other security). In addition, and do not confer in the event of a benefit upon the Company disproportionate to the detriment to Executive. breach or violation by Executive of Section 8 (f) For purposes of this Section 9a), the term “Protection Period” shall mean the period commencing on the Date of Termination and ending on the date 18 months after the Date of Termination, provided, however, that such period Noncompete Period shall be automatically extended by any length the amount of time during which Executive is in breach between the initial occurrence of the covenants contained in this Section 9breach 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 agrees hereunder, Executive acknowledges that during the Term course of his employment with the Company and thereafter its Affiliates he shall become familiar with the Company’s trade secrets and with other Confidential Information and that his services shall be of special, unique and extraordinary value to the Company and its Affiliates, and therefore, Executive agrees that, during the Protection Employment Period and for two years thereafter (as defined in Section 9(f) belowthe “Noncompete Period”), Executive will he shall not directly or indirectly (by himself or in association with own any individual or entity) own, operateinterest in, manage, control, be employed by, participate in, consult with, advise, provide render services for, be employed in an executive, managerial or administrative capacity by, or in any manner engage in any business which competes in any way competing with any business activity that the businesses of the Company or its affiliates is conducting, or has active plans to conductAffiliates, as such businesses exist or are in process during the Employment Period or on the date of the Date termination or expiration of Termination. This restriction shall apply to the Employment Period, within any geographic geographical area in which the CompanyCompany or its Affiliates engage or, or any affiliate for solely with respect to geographical areas with respect to which Executive had any responsibilities during the term of his employmentCompany has invested at least $500,000 in, engaged in business, or had active plans plan to engage in business, during the term of Executive’s employmentsuch businesses. The restrictions contained Nothing herein shall not prohibit Executive from being a passive owner of not more than 52% 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, with respect to an entity which is engaged in both a competing business and a non-competing business, Executive may provide services to the non-competing business, provided that Executive does not render any services or advice, directly or indirectly, to the competing business. (b) Executive agrees that during During the Term and thereafter during the Protection Noncompete Period, Executive will shall not directly or indirectly: indirectly through another person or entity (i) solicit or induce, induce or attempt to solicit or induce, induce any employee, consultant or independent contractor employee of the Company or any Affiliate to leave the employ of any affiliate to terminate his or her employment or relationship with the Company or affiliate; such Affiliate, or in any way interfere with the relationship between the Company or any Affiliate and any employee thereof, (ii) hire any person (other than Executive’s secretary) who Executive knows was an employee, consultant or independent contractor employee of the Company or of any affiliate Affiliate at any time during the last 6 months of Executive’s employment by the Company; Employment Period or (iii) induce or attempt to induce any customer, supplier, distributor, franchisee, licensee, licensor, franchisee or other individual or entity that has any business relationship with relation of the Company or any of its affiliate Affiliate to cease doing business with the Company or any of its affiliatessuch Affiliate, or in any way interfere with the relationship between any such customer, supplier, distributor, franchisee, licensee, licensee or any other individual or entity business relation and the Company or any of its affiliatesAffiliate. (c) To enable the Company to monitor Executive’s compliance with the obligations imposed by this Agreement, Executive agrees to inform that he shall not make any oral or written statements that disparage the Company, upon the Date its subsidiaries or their respective direct or indirect Affiliates, equityholders, employees, officers, directors, products or services; provided that this paragraph shall not be deemed to have been violated by statements or releases of Termination, of the identity of any new employer and of Executive’s new job title. information by Executive will continue to so inform the Company, in writing, any time Executive changes employment (i) during the Protection Periodperiod of his employment under this Agreement which Executive believes to be truthful and which are made in good faith in the performance of his duties under this Agreement or (ii) statements made in the course of sworn testimony in administrative, judicial or arbitral proceedings. (d) If, at the time of enforcement of this paragraph 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. (a) In the event that of the breach or a threatened breach by Executive of any of these the provisions are deemed invalid or unenforceable under applicable lawof this paragraph 8, that shall not affect the validity or enforceability of the remaining provisions. To the extent any provision is unenforceable because it is overbroadCompany would suffer irreparable harm, that provision shall be limited and in addition and supplementary to the extent required by applicable law and enforced as so limited. (e) Executive has carefully considered the nature and extent of the restrictions upon him and the other rights and remedies conferred upon existing in its favor, the Company under this Section 9, and hereby acknowledges and agrees that the same are reasonable shall be entitled to specific performance and/or injunctive or other equitable relief from a court of competent jurisdiction in time and territory, are designed order to eliminate competition that otherwise would be unfair to the Company, do not stifle the inherent skill and experience of Executive, would not operate as a bar to Executive’s sole means of support, are fully required to protect the legitimate interests enforce or prevent any violations of the Companyprovisions hereof (without posting a bond or other security). In addition, and do not confer in the event of a benefit upon the Company disproportionate to the detriment to Executive. (f) For purposes breach or violation by Executive of this Section 9paragraph 8, the term “Protection Period” shall mean the period commencing on the Date of Termination and ending on the date 18 months after the Date of Termination, provided, however, that such period Noncompete Period shall be automatically extended by any length the amount of time during which Executive is in breach between the initial occurrence of the covenants contained in this Section 9breach or violation and when such breach or violation has been duly cured.

Non-Compete, Non-Solicitation. (a) Executive agrees that during the Term and thereafter during the Protection Period (as defined in Section 9(f10(f) below), Executive will not directly or indirectly (by himself or in association with any individual or entity) own, operate, manage, control, be employed by, participate in, consult with, advise, provide services for, or in any manner engage in any business which competes in any way with the business of the Company and its affiliates, which the Parties acknowledge includes the provision of power generation equipment and modification and maintenance services for customers in the domestic and international energy, power infrastructure or service industries, or in any other business activity that the Company or its affiliates is conducting, or has active plans to conduct, as of the Date of Termination. This restriction shall apply to any geographic area in which the Company, or any affiliate for which Executive had any responsibilities during the term of his employment, engaged in business, or had active plans to engage in business, during the term of Executive’s employment. The restrictions contained herein shall not prohibit Executive from being a passive owner of not more than 5% of the outstanding stock of a corporation which is publicly traded, so long as Executive has no active participation in the business of such corporation. Notwithstanding the foregoing, with respect to an entity which is engaged in both a competing business and a non-competing business, Executive may provide services to the non-competing business, provided that Executive does not render any services or advice, directly or indirectly, to the competing business. (b) Executive agrees that during the Term and thereafter during the Protection Period, Executive will not directly or indirectly: (i) solicit or induce, or attempt to solicit or induce, any employee, consultant or independent contractor of the Company or of any affiliate to terminate his or her employment or relationship with the Company or affiliate; (ii) hire any person who Executive knows was an employee, consultant or independent contractor of the Company or of any affiliate during the last 6 months of Executive’s employment by the Company; or (iii) induce or attempt to induce any customer, supplier, distributor, franchisee, licensee, or other individual or entity that has any business relationship with the Company or any of its affiliate to cease doing business with the Company or any of its affiliates, or in any way interfere with the relationship between any such customer, supplier, distributor, franchisee, licensee, or any other individual or entity and the Company or any of its affiliates. (c) To enable the Company to monitor Executive’s compliance with the obligations imposed by this Agreement, Executive agrees to inform the Company, upon the Date of Termination, of the identity of any new employer and of Executive’s new job title. Executive will continue to so inform the Company, in writing, any time Executive changes employment during the Protection Period. (d) In the event that any of these provisions are deemed invalid or unenforceable under applicable law, that shall not affect the validity or enforceability of the remaining provisions. To the extent any provision is unenforceable because it is overbroad, that provision shall be limited to the extent required by applicable law and enforced as so limited. (e) Executive has carefully considered the nature and extent of the restrictions upon him and the rights and remedies conferred upon the Company under this Section 910, and hereby acknowledges and agrees that the same are reasonable in time and territory, are designed to eliminate competition that otherwise would be unfair to the Company, do not stifle the inherent skill and experience of Executive, would not operate as a bar to Executive’s sole means of support, are fully required to protect the legitimate interests of the Company, and do not confer a benefit upon the Company disproportionate to the detriment to Executive. (f) For purposes of this Section 910, the term “Protection Period” shall mean the period commencing on the Date of Termination and ending on the date 18 months after the Date of Terminationfirst anniversary thereof, provided, however, that such period shall be extended by any length of time during which Executive is in breach of the covenants contained in this Section 910.

Non-Compete, Non-Solicitation. (a) In further consideration of the compensation to be paid to Executive hereunder, Executive acknowledges that during his employment with the Company he will become familiar with the Company's trade secrets and with other Confidential Information concerning the Company and its affiliates and that his services shall be of special, unique and extraordinary value to the Company. Therefore, Executive agrees that that, during the Term and thereafter during the Protection Noncompete Period (as defined in Section 9(f) below9(e)), Executive will not he shall not, directly or indirectly (by himself or in association with indirectly, own any individual or entity) own, operateinterest in, manage, control, be employed by, participate in, consult with, advise, provide render services for, or in any manner engage in any business which competes in any way competing with any business activity that the businesses of the Company or its affiliates is conducting, subsidiaries or has active plans to conductaffiliates, as such businesses exist or are in process on the date of the Date of Termination. This restriction shall apply to any geographic area in which the Company, or any affiliate for which Executive had any responsibilities during the term of his employment, engaged in business, or had active plans to engage in business, during the term termination of Executive’s 's employment. The restrictions contained Nothing herein shall not prohibit Executive from being a passive owner of not more than 52% 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 . (b) During the foregoing, with respect to an entity which is engaged in both a competing business and a non-competing businessNoncompete Period, Executive may provide services to the non-competing business, provided that Executive does not render any services or adviceshall not, directly or indirectly, to the competing business. (b) Executive agrees that during the Term and thereafter during the Protection Period, Executive will not directly or indirectly: through another entity (i) solicit or induce, induce or attempt to solicit or induce, induce any employee, consultant or independent contractor employee of the Company or of any subsidiary or affiliate to terminate his or her employment or relationship with leave the Company or affiliate; (ii) hire any person who Executive knows was an employee, consultant or independent contractor employ of the Company or of such subsidiary or affiliate, or in any way interfere with the relationship between the Company or any subsidiary or affiliate during the last 6 months of Executive’s employment by the Company; or and any employee thereof, (iiiii) induce or attempt to induce any customer, supplier, distributor, franchisee, licensee, licensor, franchisee or other individual or entity that has any business relationship with relation of the Company or any of its subsidiary or affiliate to cease doing business with the Company or any of its affiliatessuch subsidiary or affiliate, or in any way interfere with the relationship between any such customer, supplier, distributor, franchisee, licensee, licensee or any other individual or entity business relation and the Company or any of subsidiary or affiliate (including, without limitation, making any negative statements or communications about the Company or its subsidiaries or affiliates). (c) To enable If, at the Company time of enforcement of this Section, 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 monitor Executive’s compliance with revise the obligations imposed restrictions contained herein to cover the maximum period, scope and area permitted by this Agreement, law. Executive agrees to inform that the Company, upon the Date of Termination, of the identity of any new employer and of Executive’s new job title. Executive will continue to so inform the Company, restrictions contained in writing, any time Executive changes employment during the Protection Periodthis Section are reasonable. (d) In the event that of the breach or a threatened breach by Executive of any of these the provisions are deemed invalid of this Section, the Company, in addition and supplementary to other rights and remedies existing in its favor, may apply to any court of law or unenforceable under applicable law, that shall not affect the validity equity of competent jurisdiction for specific performance and/or injunctive or enforceability other relief in order to enforce or prevent any violations of the remaining provisionsprovisions hereof (without posting a bond or other security). To In addition, in the extent any provision is unenforceable because it is overbroadevent of an alleged breach or violation by Executive of this Section, that provision the Noncompete Period shall be limited to the extent required by applicable law and enforced as so limitedextended until such breach or violation has been duly cured. (e) Executive has carefully considered the nature and extent of the restrictions upon him and the rights and remedies conferred upon the Company under this Section 9, and hereby acknowledges and agrees that the same are reasonable in time and territory, are designed to eliminate competition that otherwise would be unfair to the Company, do not stifle the inherent skill and experience of Executive, would not operate as a bar to Executive’s sole means of support, are fully required to protect the legitimate interests of the Company, and do not confer a benefit upon the Company disproportionate to the detriment to Executive. (f) For purposes of this Section 9As used herein, the term “Protection "Noncompete Period” shall mean the period commencing on the Date of Termination and ending on " means from the date 18 hereof until Executive's employment hereunder is terminated, plus twelve months from such date of termination. Notwithstanding the foregoing, in the case of terminations pursuant to Sections 4(b), (d), (e) or (g), the Noncompete Period will terminate following the end of then current Employment Period unless from and after the Date end of Termination, provided, however, that such period shall be extended by any length of time during which Employment Period the Company continues to pay Executive is in breach of the covenants contained in this Section 9his last effective Base Salary.

Non-Compete, Non-Solicitation. (a) Executive agrees that during the Term and thereafter during the Protection Period (as defined in Section 9(f) below), Executive will not directly or indirectly (by himself herself or in association with any individual or entity) own, operate, manage, control, be employed by, participate in, consult with, advise, provide services for, or in any manner engage in any business which competes in any way with any business activity that the Company or its affiliates is conducting, or has active plans to conduct, as of the Date of Termination. This restriction shall apply to any geographic area in which the Company, or any affiliate for which Executive had any responsibilities during the term of his her employment, engaged in business, or had active plans to engage in business, during the term of Executive’s employment. The restrictions contained herein shall not prohibit Executive from being a passive owner of not more than 5% of the outstanding stock of a corporation which is publicly traded, so long as Executive has no active participation in the business of such corporation. Notwithstanding the foregoing, with respect to an entity which is engaged in both a competing business and a non-competing business, Executive may provide services to the non-competing business, provided that Executive does not render any services or advice, directly or indirectly, to the competing business. (b) Executive agrees that during the Term and thereafter during the Protection Period, Executive will not directly or indirectly: (i) solicit or induce, or attempt to solicit or induce, any employee, consultant or independent contractor of the Company or of any affiliate to terminate his or her employment or relationship with the Company or affiliate; (ii) hire any person who Executive knows was an employee, consultant or independent contractor of the Company or of any affiliate during the last 6 months of Executive’s employment by the Company; or (iii) induce or attempt to induce any customer, supplier, distributor, franchisee, licensee, or other individual or entity that has any business relationship with the Company or any of its affiliate to cease doing business with the Company or any of its affiliates, or in any way interfere with the relationship between any such customer, supplier, distributor, franchisee, licensee, or any other individual or entity and the Company or any of its affiliates. (c) To enable the Company to monitor Executive’s compliance with the obligations imposed by this Agreement, Executive agrees to inform the Company, upon the Date of Termination, of the identity of any new employer and of Executive’s new job title. Executive will continue to so inform the Company, in writing, any time Executive changes employment during the Protection Period. (d) In the event that any of these provisions are deemed invalid or unenforceable under applicable law, that shall not affect the validity or enforceability of the remaining provisions. To the extent any provision is unenforceable because it is overbroad, that provision shall be limited to the extent required by applicable law and enforced as so limited. (e) Executive has carefully considered the nature and extent of the restrictions upon him her and the rights and remedies conferred upon the Company under this Section 9, and hereby acknowledges and agrees that the same are reasonable in time and territory, are designed to eliminate competition that otherwise would be unfair to the Company, do not stifle the inherent skill and experience of Executive, would not operate as a bar to Executive’s sole means of support, are fully required to protect the legitimate interests of the Company, and do not confer a benefit upon the Company disproportionate to the detriment to Executive. (f) For purposes of this Section 9, the term “Protection Period” shall mean the period commencing on the Date of Termination and ending on the date 18 12 months after the Date of Termination, provided, however, that such period shall be extended by any length of time during which Executive is in breach of the covenants contained in this Section 9.

Non-Compete, Non-Solicitation. (a) Executive agrees that during the Term and thereafter during the “Protection Period Period” (as defined in Section 9(f) below), Executive will not directly or indirectly (by himself or in association with any individual or entity) own, operate, manage, control, be employed by, participate in, consult with, advise, provide services for, or in any manner engage in any business which competes in any way with the business of the Company and its affiliates, which the Parties acknowledge includes the provision of power generation equipment and modification and maintenance services for customers in the domestic and international energy, power infrastructure or service industries, or in any other business activity that the Company or its affiliates is conducting, or has active plans to conduct, as of the Date of TerminationSeparation Date. This restriction shall apply to any geographic area in which the Company, or any affiliate for which Executive had any responsibilities during the term of his employment, engaged in business, or had active plans to engage in business, during the term of Executive’s employment. The restrictions contained herein shall not prohibit Executive from being a passive owner of not more than 5% of the outstanding stock of a corporation which is publicly traded, so long as Executive has no active participation in the business of such corporation. Notwithstanding the foregoing, with respect to an entity which is engaged in both a competing business and a non-competing business, Executive may provide services to the non-competing business, provided that Executive does not render any services or advice, directly or indirectly, to the competing business. (b) Executive agrees that during the Term and thereafter during the Protection Period, Executive will not directly or indirectly: (i) solicit or induce, or attempt to solicit or induce, any employee, consultant or independent contractor of the Company or of any affiliate to terminate his or her employment or relationship with the Company or affiliate; (ii) hire any person who Executive knows was an employee, consultant or independent contractor of the Company or of any affiliate during the last 6 months of Executive’s employment by the Company; or (iii) induce or attempt to induce any customer, supplier, distributor, franchisee, licensee, or other individual or entity that has any business relationship with the Company or any of its affiliate to cease doing business with the Company or any of its affiliates, or in any way interfere with the relationship between any such customer, supplier, distributor, franchisee, licensee, or any other individual or entity and the Company or any of its affiliates. (c) To enable the Company to monitor Executive’s compliance with the obligations imposed by this Agreement, Executive agrees to inform the Company, upon the Date of TerminationSeparation Date, of the identity of any new employer and of Executive’s new job title. Executive will continue to so inform the Company, in writing, any time Executive changes employment during the Protection Period. (d) In the event that any of these provisions are deemed invalid or unenforceable under applicable law, that shall not affect the validity or enforceability of the remaining provisions. To the extent any provision is unenforceable because it is overbroad, that provision shall be limited to the extent required by applicable law and enforced as so limited. (e) Executive has carefully considered the nature and extent of the restrictions upon him and the rights and remedies conferred upon the Company under this Section 96, and hereby acknowledges and agrees that the same are reasonable in time and territory, are designed to eliminate competition that otherwise would be unfair to the Company, do not stifle the inherent skill and experience of Executive, would not operate as a bar to Executive’s sole means of support, are fully required to protect the legitimate interests of the Company, and do not confer a benefit upon the Company disproportionate to the detriment to Executive. (f) For purposes of this Section 96, the term “Protection Period” shall mean the period commencing on the Effective Date of Termination and ending on the date 18 months after first anniversary of the Date of TerminationSeparation Date, provided, however, that such period shall be extended by any length of time during which Executive is in breach of the covenants contained in this Section 96.

Non-Compete, Non-Solicitation. (a) In further consideration of the compensation to be paid to Executive agrees hereunder, Executive acknowledges that during the Term course of his employment with the Company, he shall become familiar with the Company Group’s trade secrets and thereafter with other confidential information concerning the Company Group and that his services shall be of special, unique and extraordinary value to the Company Group; and, therefore, Executive agrees that, during the Protection Employment Period and for one year thereafter (as defined in Section 9(f) belowthe “Noncompete Period”), Executive will he shall not directly or indirectly (by himself or in association with own any individual or entity) own, operateinterest in, manage, control, be employed in an executive, managerial or administrative capacity by, participate inor otherwise render executive, consult withmanagerial or administrative services to, advise, provide services for, or in any manner engage company engaged in any business directly or directly involving developing projects or licensing technology based on or competitive with a Xxxxxxxx-Tropsch process which competes in any way with any business activity that the businesses of the Company or its affiliates is conducting, or has active plans to conduct, as on the date of the Date termination or expiration of Termination. This restriction shall apply to the Employment Period, within any geographic geographical area in which the Company, or any affiliate for which Executive had any responsibilities during the term of his employment, engaged Company engages in business, or had active plans to engage in business, during the term of Executive’s employmentsuch businesses. The restrictions contained Nothing herein shall not prohibit Executive from being a passive owner of (x) not more than 51.0% of the outstanding stock securities of a corporation which is publicly traded, so long as Executive has no active participation in the business of such corporation. Notwithstanding the foregoing, with respect to an entity which is engaged in both company traded on a competing business and a non-competing business, Executive may provide services to the non-competing business, provided that Executive does not render any services public securities exchange or advice, directly or indirectly, to the competing business(y) investments made through public mutual funds. (b) Executive agrees that during During the Term and thereafter during the Protection Noncompete Period, Executive will shall not directly or indirectly: indirectly through another person or entity (i) solicit or induce, solicit, encourage or attempt to induce, solicit or induce, encourage any employee, consultant or independent contractor employee of the Company to leave the employ of the Company, or of in any affiliate to terminate his or her employment or relationship way interfere with the relationship between the Company and any employee thereof; or affiliate; (ii) hire any person who Executive knows was an employeeinduce, consultant solicit or independent contractor of the Company or of any affiliate during the last 6 months of Executive’s employment by the Company; or (iii) induce encourage or attempt to induce induce, solicit or encourage any customer, supplier, distributor, franchisee, licensee, licensor, franchisee or other individual or entity that has any business relationship with relation of the Company or any of its affiliate to cease doing business with the Company or any of its affiliatesCompany, or in any way interfere with the relationship between any such customer, supplier, distributorlicensee or business relation of the Company (including, franchiseewithout limitation, licenseemaking any negative or disparaging statements or communications regarding the Company). The Company covenants that it will not, or any other individual or entity and it will advise members of senior management of the Company and the Company Board not to, make any negative or any of its affiliatesdisparaging statements or communications regarding Executive. (c) To enable If, at the Company time of enforcement of this Section 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 monitor Executive’s compliance with revise the obligations imposed restrictions contained herein to cover the maximum period, scope and area permitted by this Agreement, Executive agrees to inform the Company, upon the Date of Termination, of the identity of any new employer and of Executive’s new job titlelaw. Executive will continue to so inform acknowledges that the Company, restrictions contained in writing, any time Executive changes employment during this Section 8 are reasonable and that he has reviewed the Protection Periodprovisions of this Agreement with his legal counsel. (d) In Executive acknowledges that in the event that of the breach or a threatened breach by Executive of any of these the provisions are deemed invalid or unenforceable under applicable lawof this Section 8, that shall not affect the validity or enforceability of the remaining provisions. To the extent any provision is unenforceable because it is overbroadCompany would suffer irreparable harm, that provision shall be limited and, in addition and supplementary to the extent required by applicable law and enforced as so limited. (e) Executive has carefully considered the nature and extent of the restrictions upon him and the other rights and remedies conferred upon existing in its favor, the Company under this Section 9, and hereby acknowledges and agrees that the same are reasonable shall be entitled to specific performance and/or injunctive or other equitable relief from a court of competent jurisdiction in time and territory, are designed order to eliminate competition that otherwise would be unfair to the Company, do not stifle the inherent skill and experience of Executive, would not operate as a bar to Executive’s sole means of support, are fully required to protect the legitimate interests enforce or prevent any violations of the Companyprovisions hereof (without posting a bond or other security). In addition, and do not confer in the event of a benefit upon the Company disproportionate to the detriment to Executive. breach or violation by Executive of Section 8 (f) For purposes of this Section 9a), the term “Protection Period” shall mean the period commencing on the Date of Termination and ending on the date 18 months after the Date of Termination, provided, however, that such period Noncompete Period shall be automatically extended by any length the amount of time during which Executive is in breach between the initial occurrence of the covenants contained in this Section 9breach 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 during his employment with the Company he will become familiar with the Company's trade secrets and with other Confidential Information concerning the Company and its affiliates and that his services shall be of special, unique and extraordinary value to the Company. Therefore, Executive agrees that that, during the Term Employment Period and for six months thereafter during (the Protection Period (as defined in Section 9(f) below"Noncompete Period"), Executive will not he shall not, directly or indirectly (by himself or in association with ----------------- indirectly, own any individual or entity) own, operateinterest in, manage, control, be employed by, participate in, consult with, advise, provide render services for, or in any manner engage in any business which competes in any way competing with any business activity that the businesses of the Company or its affiliates is conducting, subsidiaries or has active plans to conductaffiliates, as such businesses exist or are in process on the date of the Date of Termination. This restriction shall apply to any geographic area in which the Company, or any affiliate for which Executive had any responsibilities during the term of his employment, engaged in business, or had active plans to engage in business, during the term termination of Executive’s 's employment. The restrictions contained Nothing herein shall not prohibit Executive from being a passive owner of not more than 52% 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 . (b) During the foregoing, with respect to an entity which is engaged in both a competing business and a non-competing businessNoncompete Period, Executive may provide services to the non-competing business, provided that Executive does not render any services or adviceshall not, directly or indirectly, to the competing business. (b) Executive agrees that during the Term and thereafter during the Protection Period, Executive will not directly or indirectly: through another entity (i) solicit or induce, induce or attempt to solicit or induce, induce any employee, consultant or independent contractor employee of the Company or of any subsidiary or affiliate to terminate his or her employment or relationship with leave the Company or affiliate; (ii) hire any person who Executive knows was an employee, consultant or independent contractor employ of the Company or of such subsidiary or affiliate, or in any way interfere with the relationship between the Company or any subsidiary or affiliate during the last 6 months of Executive’s employment by the Company; or and any employee thereof, (iiiii) induce or attempt to induce any customer, supplier, distributor, franchisee, licensee, licensor, franchisee or other individual or entity that has any business relationship with relation of the Company or any of its subsidiary or affiliate to cease doing business with the Company or any of its affiliatessuch subsidiary or affiliate, or in any way interfere with the relationship between any such customer, supplier, distributor, franchisee, licensee, licensee or any other individual or entity business relation and the Company or any of subsidiary or affiliate (including, without limitation, making any negative statements or communications about the Company or its subsidiaries or affiliates). (c) To enable If, at the Company time of enforcement of this Section, 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 monitor Executive’s compliance with revise the obligations imposed restrictions contained herein to cover the maximum period, scope and area permitted by this Agreement, law. Executive agrees to inform that the Company, upon the Date of Termination, of the identity of any new employer and of Executive’s new job title. Executive will continue to so inform the Company, restrictions contained in writing, any time Executive changes employment during the Protection Periodthis Section are reasonable. (d) In the event that of the breach or a threatened breach by Executive of any of these the provisions are deemed invalid or unenforceable under applicable lawof this Section, that shall not affect the validity or enforceability of the remaining provisions. To the extent any provision is unenforceable because it is overbroadCompany, that provision shall be limited in addition and supplementary to the extent required by applicable law and enforced as so limited. (e) Executive has carefully considered the nature and extent of the restrictions upon him and the other rights and remedies conferred upon the Company under this Section 9existing in its favor, and hereby acknowledges and agrees that the same are reasonable may apply to any court of law or equity of competent jurisdiction for specific performance and/or injunctive or other relief in time and territory, are designed order to eliminate competition that otherwise would be unfair to the Company, do not stifle the inherent skill and experience of Executive, would not operate as a bar to Executive’s sole means of support, are fully required to protect the legitimate interests enforce or prevent any violations of the Companyprovisions hereof (without posting a bond or other security). In addition, and do not confer a benefit upon in the Company disproportionate to the detriment to Executive. (f) For purposes event of an alleged breach or violation by Executive of this Section 9Section, the term “Protection Period” shall mean the period commencing on the Date of Termination and ending on the date 18 months after the Date of Termination, provided, however, that such period Noncompete Period shall be extended by any length of time during which Executive is in until such breach of the covenants contained in this Section 9or 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 he shall become familiar with the Company's trade secrets and with other Confidential Information concerning the Company and its Subsidiaries and that his services shall be of special, unique and extraordinary value to the Company and its Subsidiaries. Therefore, Executive agrees that that, during the Term Employment Period and for five years thereafter during (the Protection Period (as defined in Section 9(f) below"Noncompete Period"), Executive will he shall not directly or indirectly (by himself or in association with own any individual or entity) own, operateinterest in, manage, control, be employed by, participate in, consult with, advise, provide with or render services for, for any crane or hoist rental or maintenance business anywhere in the State of Georgia or any manner engage in any business which competes in any way with any business activity that the Company or its affiliates is conducting, or has active plans to conduct, as of the Date of Termination. This restriction shall apply to any other geographic area in which the Company, or any affiliate for which Executive had any responsibilities during Company conducts its business as of the term of his employment, engaged in business, or had active plans to engage in business, during the term of Executive’s employmentdate hereof. The restrictions contained Nothing herein shall not prohibit Executive from being a passive owner of not more than 52% 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, with respect to an entity which is engaged in both a competing business and a non-competing business, Executive may provide services to the non-competing business, provided that Executive does not render any services or advice, directly or indirectly, to the competing business. (b) Executive agrees that during During the Term and thereafter during the Protection Noncompete Period, Executive will shall not directly or indirectly: indirectly through another entity (i) solicit or induce, induce or attempt to solicit or induce, induce any employee, consultant or independent contractor employee of the Company or any Subsidiary to leave the employ of any affiliate to terminate his or her employment or relationship with the Company or affiliate; 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 Executive knows was an employee, consultant or independent contractor employee of the Company or of any affiliate Subsidiary at any time during the last 6 months of Executive’s employment by the Company; Employment Period or (iii) induce or attempt to induce any customer, supplier, distributor, franchisee, licensee, licensor, franchisee or other individual or entity that has any business relationship with relation of the Company or any of its affiliate Subsidiary to cease doing business with the Company or any of its affiliatessuch Subsidiary, or in any way interfere with the relationship between any such customer, supplier, distributor, franchisee, licensee, licensee or any other individual or entity business relation and the Company or any of its affiliates. Subsidiary (c) To enable including, without limitation, making any negative statements or communications about the Company to monitor Executive’s compliance with the obligations imposed by this Agreement, Executive agrees to inform the Company, upon the Date of Termination, of the identity of any new employer and of Executive’s new job title. Executive will continue to so inform the Company, in writing, any time Executive changes employment during the Protection Periodor its Subsidiaries). (d) In the event that any of these provisions are deemed invalid or unenforceable under applicable law, that shall not affect the validity or enforceability of the remaining provisions. To the extent any provision is unenforceable because it is overbroad, that provision shall be limited to the extent required by applicable law and enforced as so limited. (e) Executive has carefully considered the nature and extent of the restrictions upon him and the rights and remedies conferred upon the Company under this Section 9, and hereby acknowledges and agrees that the same are reasonable in time and territory, are designed to eliminate competition that otherwise would be unfair to the Company, do not stifle the inherent skill and experience of Executive, would not operate as a bar to Executive’s sole means of support, are fully required to protect the legitimate interests of the Company, and do not confer a benefit upon the Company disproportionate to the detriment to Executive. (f) For purposes of this Section 9, the term “Protection Period” shall mean the period commencing on the Date of Termination and ending on the date 18 months after the Date of Termination, provided, however, that such period shall be extended by any length of time during which Executive is in breach of the covenants contained in this Section 9.

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 or any of its Affiliates, he shall become familiar with the Company's and Affiliates' 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 Affiliates. Therefore, Executive agrees that that, during his employment with the Term Company and for five years thereafter during (the Protection Period (as defined in Section 9(f) below"NON-COMPETE PERIOD"), Executive will he shall not directly or indirectly (by himself or in association with own any individual or entity) own, operateinterest in, manage, control, be employed by, participate in, consult with, advise, provide render services for, or in any manner engage in any business which competes in any way competing with any the business activity that of the Company and its Affiliates, within the United States or its affiliates is conducting, or has active plans to conduct, as of the Date of TerminationCanada. This restriction shall apply to any geographic area in which the Company, or any affiliate for which Executive had any responsibilities during the term of his employment, engaged in business, or had active plans to engage in business, during the term of Executive’s employment. The restrictions contained Nothing herein shall not prohibit Executive from being a passive owner of not more than 5% 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, with respect to an entity which is engaged in both a competing business and a non-competing business, Executive may provide services to the non-competing business, provided that Executive does not render any services or advice, directly or indirectly, to the competing business. (b) Executive agrees that during During the Term and thereafter during the Protection Non-compete Period, Executive will shall not directly or indirectly: indirectly through another entity (i) solicit or induce, induce or attempt to solicit or induce, induce any employee, consultant or independent contractor employee of the Company or any Affiliate to leave the employ of any affiliate to terminate his or her employment or relationship with the Company or affiliate; such Affiliate, or in any way interfere with the relationship between the Company or any Affiliate and any employee therefore, (ii) unless such person has been involuntarily terminated by the Company or such Affiliate without Cause, hire any person who Executive knows was an employee, consultant or independent contractor employee of the Company or any Affiliate at the time of any affiliate the termination of the Executive's employment or during the last 6 six months prior to the termination of the Executive’s 's employment by the Company; or (iii) induce or attempt to induce any customer, supplier, distributor, franchisee, licensee, licensor, franchisee or other individual or entity that has any business relationship with relation of the Company or any of Affiliate to do business with Executive (or any person or entity to whom Executive is rendering services for or acting on its affiliate behalf) or to cease doing business with the Company or any of its affiliatessuch Affiliate, or in any way interfere with the relationship between any such customer, supplier, distributor, franchisee, licensee, licensee or any other individual or entity business relation and the Company or any of Affiliate (including, without limitation, making any negative statements or communications about the Company or its affiliatesAffiliates). (c) To enable If, at the Company time of enforcement of this paragraph 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 monitor Executive’s compliance with revise the obligations imposed restrictions contained herein to cover the maximum period, scope and area permitted by this Agreement, law. Executive agrees to inform that the Company, upon restrictions contained in this paragraph 7 are reasonable under the Date of Termination, of circumstances existing on the identity of any new employer and of Executive’s new job title. Executive will continue to so inform the Company, in writing, any time Executive changes employment during the Protection Perioddate hereof. (d) In the event that of the breach or a threatened breach by Executive of any of these the provisions are deemed invalid of this paragraph 7, the Company, in addition and supplementary to other rights and remedies existing in its favor, may apply to any court of law or unenforceable under applicable law, that shall not affect the validity equity of competent jurisdiction for specific performance and/or injunctive or enforceability other relief in order to enforce or prevent any violations of the remaining provisionsprovisions hereof (without posting abound or other security). To In addition, in the extent any provision is unenforceable because it is overbroadevent of an alleged breach or violation by Executive of this paragraph 7, that provision the Non-compete Period shall be limited extended for a period of time equal to the extent required by applicable law and enforced as so limitedlength of such breach or violation. (e) Executive acknowledges that the provisions of this paragraph 7 are in consideration of employment with the Company and additional good and valuable consideration as set forth in this Agreement. In addition, Executive agrees and acknowledges that the restrictions contained in paragraph 7 do not preclude Executive from earning a livelihood, nor do they unreasonably impose limitations on Executive's ability to earn a living. In addition, Executive agrees and acknowledges that the potential harm to the Company of the non-enforcement of paragraph 7 outweighs any potential harm to Executive of their enforcement by injunction or otherwise. Executive acknowledges that he has carefully considered read this Agreement and has given careful consideration to the nature restraints imposed upon Executive by this Agreement, and extent is in full accord as to their necessity for the reasonable and proper protection of Confidential Information of the restrictions upon him and Company now existing or to be developed in the rights and remedies conferred upon the Company under this Section 9, and hereby future. Executive expressly acknowledges and agrees that each and every restraint imposed by this Agreement is reasonable with respect to subject matter, time period and geographical area. Executive further acknowledges that the same provisions of this paragraph 7 are reasonable in time separate and territory, are designed to eliminate competition that otherwise would be unfair to the Company, do not stifle the inherent skill and experience of Executive, would not operate as a bar to Executive’s sole means of support, are fully required to protect the legitimate interests independent of the Company, and do not confer a benefit upon the Company disproportionate to the detriment to Executive. (f) For purposes other paragraphs of this Section 9, the term “Protection Period” shall mean the period commencing on the Date of Termination and ending on the date 18 months after the Date of Termination, provided, however, that such period shall be extended by any length of time during which Executive is in breach of the covenants contained in this Section 9Agreement.