Common use of Non-Compete Obligations Clause in Contracts

Non-Compete Obligations. For purposes of this Section 7 only, the term "the Company" shall include the Company's affiliates. Mr. Xxxxx'x xbligations with respect to competing with the Company and soliciting its employees shall be as follows (the "Non-Compete Obligations"): 7.1. Mr. Xxxxx xhall not render services or advice, whether for compensation or without compensation and whether as an employee, officer, director, principal or otherwise, to any person or organization with respect to any product or service that is competitive with a product or service of the Company in which he was actively engaged during his employment by the Company or of which he has detailed knowledge; or with any planned business in which he had an active part in the planning or of which he has detailed knowledge. 7.2. Mr. Xxxxx xhall not either directly or indirectly as agent or otherwise in any manner solicit, influence or encourage any customer of the Company to take away or to divert or direct its business to himself or to any person or entity by or with which he is employed, associated, affiliated or otherwise related (other than the Company.) 7.3. Mr. Xxxxx xhall not recruit or otherwise solicit or induce any employee of the Company to terminate his or her employment with or otherwise cease his or her relationship with the Company. 7.4. The Non-Compete Obligations apply to the state of Texas and any other state in which the Company and its affiliates taken as a whole receives more than 10% of its annual revenues. 7.5. Mr. Xxxxx'x xbligations under this Section 7 shall continue (a) so long as he is an employee of the Company; and (b) after his employment terminates (whether by reason of the expiration of this Agreement or pursuant to Section 8 (Termination by the Company) or Section 9 (Termination by Mr. Xxxxx)) below, or otherwise) for a period of twelve months; or for the period, if any, during which he is entitled to be paid his Base Payroll Salary, whichever period is longer. Jaxxx X. Xxxxx, Xx. Xmployment Agreement — continued

Non-Compete Obligations. For purposes of this Section 7 only, the term "the Company" shall include the Company's affiliates. Mr. Xxxxx'x xbligations Xx. Xxxxxxx'x obligations with respect to competing with the Company and soliciting its employees shall be as follows (the "Non-Compete Obligations"): 7.1. Mr. Xxxxx xhall Xx. Xxxxxxx shall not render services or advice, whether for compensation or without compensation and whether as an employee, officer, director, principal or otherwise, to any person or organization with respect to any product or service that is competitive with a product or service of the Company in which he was actively engaged during his employment by the Company or of which he has detailed knowledge; or with any planned business in which he had an active part in the planning or of which he has detailed knowledge. 7.2. Mr. Xxxxx xhall Xx. Xxxxxxx shall not either directly or indirectly as agent or otherwise in any manner solicit, influence or encourage any customer of the Company to take away or to divert or direct its business to himself or to any person or entity by or with which he is employed, associated, affiliated or otherwise related (other than the Company.) 7.3. Mr. Xxxxx xhall Xx. Xxxxxxx shall not recruit or otherwise solicit or induce any employee of the Company to terminate his or her employment with or otherwise cease his or her relationship with the Company. 7.4. The Non-Compete Obligations apply to the state of Texas and any other state in which the Company and its affiliates taken as a whole receives more than 10% of its annual revenues. 7.5. Mr. Xxxxx'x xbligations Xx. Xxxxxxx'x obligations under this Section 7 shall continue (a) so long as he is an employee of the Company; and (b) after his employment terminates (whether by reason of the expiration of this Agreement or pursuant to Section 8 (Termination by the Company) or Section 9 (Termination by Mr. XxxxxXx. Xxxxxxx)) below, or otherwise) for a period of twelve months; or for the period, if any, during which he is entitled to be paid his Base Payroll Salary, whichever period is longer. Jaxxx X. Xxxxx, Xx. Xmployment Agreement — continued.

Non-Compete Obligations. For purposes of this Section 7 only, the term "the Company" shall include the Company's affiliates. Mr. Xxxxx'x Xxxxxxx'x xbligations with respect to competing with the Company and soliciting its employees shall be as follows (the "Non-Compete Obligations"): 7.1. Mr. Xxxxx Xxxxxxx xhall not render services or advice, whether for compensation or without compensation and whether as an employee, officer, director, principal or otherwise, to any person or organization with respect to any product or service that is competitive with a product or service of the Company in which he was actively engaged during his employment by the Company or of which he has detailed knowledge; or with any planned business in which he had an active part in the planning or of which he has detailed knowledge. 7.2. Mr. Xxxxx Xxxxxxx xhall not either directly or indirectly as agent or otherwise in any manner solicit, influence or encourage any customer of the Company to take away or to divert or direct its business to himself or to any person or entity by or with which he is employed, associated, affiliated or otherwise related (other than the Company.) 7.3. Mr. Xxxxx Xxxxxxx xhall not recruit or otherwise solicit or induce any employee of the Company to terminate his or her employment with or otherwise cease his or her relationship with the Company. 7.4. The Non-Compete Obligations apply to the state of Texas and any other state in which the Company and its affiliates taken as a whole receives more than 10% of its annual revenues. 7.5. Mr. Xxxxx'x Xxxxxxx'x xbligations under this Section 7 shall continue (a) so long as he is an employee of the Company; and (b) after his employment terminates (whether by reason of the expiration of this Agreement or pursuant to Section 8 (Termination by the Company) or Section 9 (Termination by Mr. XxxxxXxxxxxx)) below, or otherwise) for a period of twelve months; or for the period, if any, during which he is entitled to be paid his Base Payroll Salary, whichever period is longer. Jaxxx Paxxxxx X. Xxxxx, Xx. Xxxxxxx Xmployment Agreement — continued

Non-Compete Obligations. For purposes of this Section 7 only, the term "the Company" shall include the Company's affiliates. Mr. Xxxxx'x Xxxxxx'x xbligations with respect to competing with the Company and soliciting its employees shall be as follows (the "Non-Compete Obligations"): 7.1. Mr. Xxxxx Xxxxxx xhall not render services or advice, whether for compensation or without compensation and whether as an employee, officer, director, principal or otherwise, to any person or organization with respect to any product or service that is competitive with a product or service of the Company in which he was actively engaged during his employment by the Company or of which he has detailed knowledge; or with any planned business in which he had an active part in the planning or of which he has detailed knowledge. 7.2. Mr. Xxxxx Xxxxxx xhall not either directly or indirectly as agent or otherwise in any manner solicit, influence or encourage any customer of the Company to take away or to divert or direct its business to himself or to any person or entity by or with which he is employed, associated, affiliated or otherwise related (other than the Company.) 7.3. Mr. Xxxxx Xxxxxx xhall not recruit or otherwise solicit or induce any employee of the Company to terminate his or her employment with or otherwise cease his or her relationship with the Company. 7.4. The Non-Compete Obligations apply to the state of Texas and any other state in which the Company and its affiliates taken as a whole receives more than 10% of its annual revenues. 7.5. Mr. Xxxxx'x Xxxxxx'x xbligations under this Section 7 shall continue (a) so long as he is an employee of the Company; and (b) after his employment terminates (whether by reason of the expiration of this Agreement or pursuant to Section 8 (Termination by the Company) or Section 9 (Termination by Mr. XxxxxXxxxxx)) below, or otherwise) for a period of twelve months; or for the period, if any, during which he is entitled to be paid his Base Payroll Salary, whichever period is longer. Jaxxx Joxxxx X. XxxxxXxxxxx, Xx. Xmployment Agreement — continued

Non-Compete Obligations. For purposes of this Section 7 only, the term "the Company" shall include the Company's affiliates. Mr. Xxxxx'x xbligations Xx. Xxxxxx'x obligations with respect to competing with the Company and soliciting its employees shall be as follows (the "Non-Compete Obligations"): 7.1. Mr. Xxxxx xhall Xx. Xxxxxx shall not render services or advice, whether for compensation or without compensation and whether as an employee, officer, director, principal or otherwise, to any person or organization with respect to any product or service that is competitive with a product or service of the Company in which he was actively engaged during his employment by the Company or of which he has detailed knowledge; or with any planned business in which he had an active part in the planning or of which he has detailed knowledge. 7.2. Mr. Xxxxx xhall Xx. Xxxxxx shall not either directly or indirectly as agent or otherwise in any manner solicit, influence or encourage any customer of the Company to take away or to divert or direct its business to himself or to any person or entity by or with which he is employed, associated, affiliated or otherwise related (other than the Company.) 7.3. Mr. Xxxxx xhall Xx. Xxxxxx shall not recruit or otherwise solicit or induce any employee of the Company to terminate his or her employment with or otherwise cease his or her relationship with the Company. 7.4. The Non-Compete Obligations apply to the state of Texas and any other state in which the Company and its affiliates taken as a whole receives more than 10% of its annual revenues. 7.5. Mr. Xxxxx'x xbligations Xx. Xxxxxx'x obligations under this Section 7 shall continue (a) so long as he is an employee of the Company; and (b) after his employment terminates (whether by reason of the expiration of this Agreement or pursuant to Section 8 (Termination by the Company) or Section 9 (Termination by Mr. XxxxxXx. Xxxxxx)) below, or otherwise) for a period of twelve months; or for the period, if any, during which he is entitled to be paid his Base Payroll Salary, whichever period is longer. Jaxxx X. Xxxxx, Xx. Xmployment Agreement — continued.

Non-Compete Obligations. For purposes of this Section 7 only, the term "the Company" shall include the Company's affiliates. (a) Mr. Xxxxx'x xbligations Xxxxxx'x xxxigations with respect to competing with the Company and soliciting its employees shall be as follows follows: (the "Non-Compete Obligations"): 7.1. i) Mr. Xxxxx xhall Xxxxxx xxxll not render services or advice, whether for compensation or without compensation and whether as an employee, officer, director, consultant, principal or otherwise, to any person or organization with respect to any product or service that is competitive with a product or service of the Company in which he was actively engaged during his employment by the Company or of which he has detailed knowledge; Company's business or with any planned business in of the Company as to which he had an active part Mr. Xxxxxx xxx involved in the planning or within a radius of which he has detailed knowledge200 miles of any facility of the Company. 7.2. (ii) Mr. Xxxxx xhall Xxxxxx xxxll not either directly or indirectly as agent or otherwise in any manner solicit, influence or encourage any customer customer, client or associate of the Company to take away or to divert or direct its business to himself or Mr. Xxxxxx xx to any person or entity by or with which he is Mr. Xxxxxx xx employed, associated, affiliated or otherwise related (other than the Company).) 7.3. (iii) Mr. Xxxxx xhall Xxxxxx xxxll not recruit or otherwise solicit or induce any employee of the Company person to terminate his or her employment with or otherwise cease his or her other relationship with the Company. 7.4. The Non-Compete Obligations apply to the state of Texas and any other state in which the Company and its affiliates taken as a whole receives more than 10% of its annual revenues. 7.5. (b) Mr. Xxxxx'x xbligations Xxxxxx'x xxxigations under this Section 7 10(a), above, shall continue (a) so long as he is an employee of the Company; and (b) . Such obligations also shall continue after the termination of his employment terminates as follows: (whether by reason i) in the event of the expiration termination of this Agreement or pursuant to Section 8 (Termination by the Company) or Section 9 (Termination by Mr. Xxxxx)) belowhis employment for any reason other than his voluntary resignation, or otherwise) for a period of twelve months; one (1) year after the date of such termination; (ii) in the event of his voluntary resignation from the Company's employ, until the later of (1) the expiration of one (1) year after the date of such termination, or for (2) February 28, 2002. (c) For purposes of this Section 10, only, the periodword "Company" shall include the Company, if anythe Company's parent, during any subsidiary of the Company, and any entity in which he is entitled to be paid his Base Payroll Salary, whichever period is longer. Jaxxx X. Xxxxx, Xx. Xmployment Agreement — continuedthe Company has a substantial investment.

Non-Compete Obligations. For purposes of this Section 7 12, only, the term "the Company" shall include includes the Company's affiliates. Mr. Xxxxx'x xbligations Xx. Xxxxxxx'x obligations with respect to competing with the Company and soliciting its the Company's employees shall be as follows and customers (together the "Non-Compete Obligations"):) are as follows: 7.1(a) Xx. Mr. Xxxxx xhall Xxxxxxx will not render services or advice, whether for compensation or without compensation compensation, and whether as an employee, officer, director, principal principal, consultant or otherwise, to any person or organization with respect to any product or service that is competitive with a — (i) A product or service of the Company in — (A) With which he was actively engaged during his employment by the Company or of Xx. Xxxxxxx was actively engaged; or (B) Of which he has Xx. Xxxxxxx had detailed knowledge; or with any or (ii) Any planned business of the Company in which he — (A) Xx. Xxxxxxx had an active part in the planning or of planning; or (B) Of which he has Xx. Xxxxxxx had detailed knowledge. 7.2(b) Xx. Mr. Xxxxx xhall Xxxxxxx agrees that he will not either directly or indirectly as agent or otherwise in any manner solicit, influence or encourage any customer of the Company to take away or to divert or direct its business to himself or to any person or entity by or with which he is employed, associated, affiliated or otherwise related (other than the Company.) 7.3(c) Xx. Mr. Xxxxx xhall Xxxxxxx agrees that he will not knowingly recruit or otherwise solicit or induce any employee of the Company to terminate his or her employment with employment, or otherwise cease his or her relationship with the Company. 7.4. (d) The Non-Compete Obligations will continue so long as Xx. Xxxxxxx is an employee of the Company. After his employment terminates for any reason, the Non-Compete Obligations — (i) Will continue for a period of eighteen (18) months; and (ii) Will apply to the state of in Texas and in any other state in which the Company and its affiliates taken as a whole receives received more than 10% of its annual revenues. 7.5. Mr. Xxxxx'x xbligations under this Section 7 shall continue (a) so long as he is an employee of revenues in the Company; and (b) after his employment terminates (whether by reason of calendar year immediately preceding the expiration of this Agreement or pursuant to Section 8 (Termination by the Company) or Section 9 (Termination by Mr. Xxxxx)) below, or otherwise) for a period of twelve months; or for the period, if any, during calendar year in which he is entitled to be paid his Base Payroll Salary, whichever period is longer. Jaxxx X. Xxxxx, Xx. Xmployment Agreement — continuedXxxxxxx'x employment terminated.

Non-Compete Obligations. For purposes (a) In consideration of this Section 7 only, the term "the Company" shall include the Company's affiliates. agreement to pay the 30% Bonus as provided herein, Mr. Xxxxx'x xbligations Xxxxxx'x xxxigations with respect to competing with the Company and soliciting its employees shall be as follows follows: (the "Non-Compete Obligations"): 7.1. i) Mr. Xxxxx xhall Xxxxxx xxxll not render services or advice, whether for compensation or without compensation and whether as an employee, officer, director, consultant, principal or otherwise, to any person or organization with respect to any product or service -- (1) that is competitive with a product or service of the Company in which he was actively engaged during his employment by the Company or of which he has detailed knowledge; Company's current aftermarket automobile parts and supplies distribution business or with any planned business in of the Company as to which he had an active part Mr. Xxxxxx xxx involved in the planning or within a radius of which he has detailed knowledge200 miles of any facility of the Company; or (2) that is competitive with the consulting services of the Company relating to certain methods and techniques for the realization of the benefits of net operating tax loss carryforwards within the United States. 7.2. (ii) Mr. Xxxxx xhall Xxxxxx xxxll not either directly or indirectly as agent or otherwise in any manner solicit, influence or encourage any customer customer, client or associate of the Company to take away or to divert or direct its business to himself or Mr. Xxxxxx xx to any person or entity by or with which he is Mr. Xxxxxx xx employed, associated, affiliated or otherwise related (other than the Company).) 7.3. (iii) Mr. Xxxxx xhall Xxxxxx xxxll not recruit or otherwise solicit or induce any employee of the Company person to terminate his or her employment with or otherwise cease his or her other relationship with the Company. 7.4. The Non-Compete Obligations apply to the state of Texas and any other state in which the Company and its affiliates taken as a whole receives more than 10% of its annual revenues. 7.5. (b) Mr. Xxxxx'x xbligations Xxxxxx'x xxxigations under this Section 7 11(a) shall continue (a) so long as he is an employee of the Company; and (b) . Such obligations also shall continue for the following periods after his employment terminates for whatever reason: with respect to his obligations described in Section 11(a)(i)(1) and Sections 11(a)(ii) and (whether by reason of the expiration of this Agreement or pursuant to Section 8 (Termination by the Company) or Section 9 (Termination by Mr. Xxxxxiii)) below, or otherwise) above, for a period of twelve monthsone (1) year; or and with respect to his obligations under Section 11(a)(i)(2), above, for the period, if any, during which he is entitled to be paid his Base Payroll Salary, whichever a period is longer. Jaxxx X. Xxxxx, Xx. Xmployment Agreement — continuedof three (3) years.

Non-Compete Obligations. For purposes of this Section 7 only, the term "the Company" shall include the Company's affiliates. (a) Mr. Xxxxx'x xbligations Xxxxxxx'x xxxigations with respect to competing with the Company and soliciting its employees shall be as follows follows: (the "Non-Compete Obligations"): 7.1. i) Mr. Xxxxx xhall Xxxxxxx xxxll not render services or advice, whether for compensation or without compensation and whether as an employee, officer, director, consultant, principal or otherwise, to any person or organization with respect to any product or service that is competitive with a product or service of the Company in which he was actively engaged during his employment by the Company or of which he has detailed knowledge; Company's current aftermarket automobile parts and supplies distribution business or with any planned business in of the Company as to which he had an active part Mr. Xxxxxxx xxx involved in the planning or within a radius of which he has detailed knowledge200 miles of any facility of the Company. 7.2. (ii) Mr. Xxxxx xhall Xxxxxxx xxxll not either directly or indirectly as agent or otherwise in any manner solicit, influence or encourage any customer customer, client or associate of the Company to take away or to divert or direct its business to himself or Mr. Xxxxxxx xx to any person or entity by or with which he is Mr. Xxxxxxx xx employed, associated, affiliated or otherwise related (other than the Company).) 7.3. (iii) Mr. Xxxxx xhall Xxxxxxx xxxll not recruit or otherwise solicit or induce any employee of the Company person to terminate his or her employment with or otherwise cease his or her other relationship with the Company. 7.4. The Non-Compete Obligations apply to the state of Texas and any other state in which the Company and its affiliates taken as a whole receives more than 10% of its annual revenues. 7.5. (b) Mr. Xxxxx'x xbligations Xxxxxxx'x xxxigations under this Section 7 11(a), above, shall continue (a) so long as he is an employee of the Company; and (b) . Such obligations also shall continue after the termination of his employment terminates as follows: (whether by reason i) in the event of the expiration termination of this Agreement or pursuant to Section 8 (Termination by the Company) or Section 9 (Termination by Mr. Xxxxx)) belowhis employment for any reason other than his voluntary resignation, or otherwise) for a period of twelve monthsone (1) year after the date of such termination; -------------------------------------------------------------------------------- Page 4 of 7 Maarten D. Hxxxxxx Xxxloyment Agreement - continued -------------------------------------------------------------------------------- (ii) in the event of his voluntary resignation from the Company's employ, until the later of (1) the expiration of one (1) year after the date of such termination, or for (2) February 28, 2002. (c) For purposes of this Section 11, the period, if any, during which he is entitled to be paid his Base Payroll Salary, whichever period is longer. Jaxxx X. Xxxxx, Xx. Xmployment Agreement — continuedword "Company" shall include the Company and any subsidiary of the Company.