Common use of Non-Compete Clause in Contracts

Non-Compete. Employee hereby agrees that for a period commencing on the date hereof and ending on the Termination Date, and thereafter, through the later of (a) the period ending on the first anniversary of the Termination Date or (b) the period ending at the conclusion of the Severance Period (collectively, the “Restrictive Period”), he shall not, directly or indirectly, as employee, agent, consultant, stockholder, director, co-partner or in any other individual or representative capacity, own, operate, manage, control, engage in, invest in or participate in any manner in, act as a consultant or advisor to, render services for (alone or in association with any person, firm, corporation or entity), or otherwise assist any person or entity (other than the Company) that engages in or owns, invests in, operates, manages or controls any venture or enterprise that directly or indirectly engages or proposes to engage in any element of the Business anywhere within a 100-mile radius of the Chicago metropolitan area or within a 100-mile radius of any area (or in the event such area is a major city, the metropolitan area relating to such city) in which the Company on the Termination Date engages in any element of the Business (the “Territory”); provided, however, that nothing contained herein shall be construed to prevent Employee from investing in the stock of any competing corporation listed on a national securities exchange or traded in the over-the-counter market, but only if Employee is not involved in the business of said corporation and if Employee and his associates (as such term is defined in Regulation 14(A) promulgated under the Securities Exchange Act of 1934, as in effect on the date hereof), collectively, do not own more than an aggregate of 3% of the stock of such corporation. With respect to the Territory, Employee specifically acknowledges that the Company intends to expand the Business into and throughout the United States.

Non-Compete. Employee hereby agrees that for a period commencing on during the date hereof Employment ------------ Period and ending on the Termination Date, and thereafter, through the later of (a) the period ending on with the first second anniversary of the Termination Date or (b) the period ending at the conclusion last day of the Severance Employment Period (collectively, the “Restrictive Period”"RESTRICTIVE PERIOD"), he shall not, for any reason whatsoever, directly or indirectly, whether individually or as employee, agent, consultant, stockholderan officer, director, co-partner shareholder, owner, partner, joint venturer, employee, independent contractor, consultant or advisor to or of any entity, or in any other individual capacity: (i) engage, participate or representative capacity, own, operate, manage, control, engage in, invest in or participate in any manner in, act as a consultant or advisor to, render services for (alone or in association business which is competitive with any person, firm, corporation or entity), or otherwise assist any person or entity (other than the Company) that engages in or owns, invests in, operates, manages or controls any venture or enterprise that directly or indirectly engages or proposes to engage in any element of the Business anywhere within a 100-mile radius the United States of the Chicago metropolitan area or within a 100-mile radius of any area (or in the event such area is a major city, the metropolitan area relating to such city) in which the Company on the Termination Date engages in any element of the Business America (the “"Territory”"); provided, however, that nothing contained herein shall be construed to prevent Employee from investing in up to 5% of the outstanding stock of any competing corporation that is publicly-traded and listed on a national recognized national, international or regional securities exchange or traded in the U.S. over-the-counter market, but only if Employee is not actively involved in and does not render consulting services to the business of said corporation and if Employee and his associates corporation, (as such term is defined in Regulation 14(Aii) promulgated under sell or provide any competitive products or services to, or solicit for the Securities Exchange Act purpose of 1934selling or providing any competitive products or services to, as in effect any person or entity that was a customer of the Company at any time during the one-year period ending on the date hereof), collectively, do not own more than an aggregate of 3% last day ("Termination Date") of the stock Employment Period or that was known by Employee to have been actively being solicited by the Company to become a customer of the Company at any time during such corporation. With period, (iii) solicit for employment or engagement, or influence or induce to leave the Company's employment, or knowingly cause to be employed or engaged, any person who is employed or engaged by the Company in a managerial capacity on the Termination Date or during the Restrictive Period, unless such person has been out of the employ of the Company for at least 180 days; provided, that the Employee shall be permitted to solicit and hire any member of his immediate family, or (iv) enter into, or call upon or request non-public information for the purpose of entering into, an Acquisition Transaction with any entity with respect to which Company has made an offer or proposal for, or entered into discussions or negotiations for, or evaluated with the Territoryintent of making a proposal for, Employee specifically acknowledges that an Acquisition Transaction, within the Company intends to expand six-month period immediately preceding the Business into and throughout the United StatesTermination Date.

Non-Compete. Employee hereby agrees that The "Restricted Period" for a purposes of this Agreement shall be the period of time commencing on the date hereof and ending on the Termination Datedate three (3) years after termination of Executive's employment for any reason; provided that, if Executive's employment with the Company is terminated by Executive for Good Reason or by the Company without Cause, then the payments to which Executive is entitled under Sections 9.1, 9.2 and thereafter9.4, through shall be paid to Executive in consideration for the later of (a) the period ending on the first anniversary survival of the Termination Date or (b) Restricted Period beyond the period ending effective date of termination of Executive's employment. Executive hereby agrees that at all times during the conclusion of the Severance Period (collectivelyRestricted Period, the “Restrictive Period”), he Executive shall not, directly or indirectly, as employeeexecutive, agent, consultant, stockholder, director, co-partner or in any other individual or representative capacity, own, operate, manage, control, engage in, invest in or participate in any manner in, act as a consultant or advisor to, render services for (alone or in association with any person, firm, corporation or entity), or otherwise assist any person or entity (other than the Company) that engages in or owns, invests in, operates, manages or controls any venture or enterprise that directly or indirectly engages or proposes to engage in any element of the Business anywhere within a 100-mile radius of the Chicago metropolitan area or within a 100-mile radius of any area (or in the event such area is a major city, the metropolitan area relating to such city) in which the Company on the Termination Date engages in any element of the Business United States and Canada (the “"Territory”"); provided, however, that nothing contained herein shall be construed to prevent Employee Executive from investing in the stock of any competing corporation listed on a national securities exchange or traded in the over-the-counter market, but only if Employee Executive is not involved in the business of said corporation and if Employee Executive and his associates (as such term is defined in Regulation 14(A) promulgated under the Securities Exchange Act of 1934, as in effect on the date hereof), collectively, do not own more than an aggregate of 3% two percent (2%) of the stock of such corporation. With respect to the Territory, Employee specifically acknowledges that the Company intends to expand the Business into and throughout the United States.

Non-Compete. Employee Executive hereby agrees that for a period commencing on the date hereof and ending on the Termination Date, and thereafter, through the later of (a) the period ending on the first anniversary of twelve (12) months after the Termination Date or (b) the period ending at the conclusion of the Severance Period (collectively, the “Restrictive Period”), he he/she shall not, directly or indirectly, as employee, agent, consultant, stockholder, director, co-partner or in any other individual or representative capacity, own, operate, manage, control, engage in, invest in or participate in any manner in, act as a consultant or advisor to, render services for (alone or in association with any person, firm, corporation or entity), or otherwise assist any person or entity (other than the CompanyCompany and its Subsidiaries) that engages in or owns, invests in, operates, manages or controls any venture or enterprise that directly or indirectly engages or proposes is actively developing or attempting to engage develop in any element of the Business anywhere within a 10050-mile radius of the Chicago Nashville, Tennessee metropolitan area or within a 10050-mile radius of any area (or in the event such area is a major city, the metropolitan area relating to such city) in which the Company or any of its Subsidiaries on the Termination Date actively engages or is actively developing or attempting to develop in any element of the Business (the “Territory”); provided, however, that nothing contained herein shall be construed to prevent Employee Executive from investing in the stock of any competing corporation listed on a national securities exchange or traded in the over-the-counter market, but only if Employee Executive is not involved in the business of said corporation and if Employee Executive and his his/her associates (as such term is defined in Regulation 14(A) promulgated under the Securities Exchange Act of 1934, as in effect on the date hereof), collectively, do not own more than an aggregate of 3% of the stock of such corporation. With respect to the Territory, Employee Executive specifically acknowledges that the Company intends and its Subsidiaries intend to expand the Business into and throughout the United States. Notwithstanding the foregoing, the activity proscribed by this Section 7(a) shall not constitute a violation of this Section 7(a) where performed for (x) an entity where no more than a de minimis amount of revenue is derived from a business that is competitive with the business of the Company or any of its Affiliates; or (y) an entity that derives no more than $100 million in revenue from one or more divisions, departments or segments, in the aggregate, that are engaged in any business competitive with the business of the Company or any of its Affiliates; provided, that in either case, you are not responsible for (and do not engage or participate in) the day-to-day management, oversight or supervision of such business and provided you do not have direct supervision over the individual or individuals who are so responsible for such day-to-day management, oversight or supervision.

Non-Compete. Employee hereby agrees that for a period commencing on ----------- the date hereof and ending on the date of termination or expiration of his employment with the Company for any reason (the "Termination Date"), and thereafter, through the later of (a) the period ending on the first anniversary of the Termination Date or (b) the period ending at the conclusion of the Severance Period (collectively, the “"Restrictive Period”"), he shall not, directly or indirectly, as employee, agent, consultant, stockholder, director, co-partner or in any other individual or representative capacity, own, operate, manage, control, engage in, invest in or participate in any manner in, act as a consultant or advisor to, render services for (alone or in association with any person, firm, corporation or entity), or otherwise assist any person or entity (other than the Company) that engages in or owns, invests in, operates, manages or controls any venture or enterprise that directly or indirectly engages or proposes to engage in any element of the Business anywhere within a 100-mile radius of the Chicago metropolitan area or within a 100-mile radius of any area (or in the event such area is a major city, the metropolitan area relating to such city) in which the Company on the Termination Date engages in any element of the Business (the “"Territory”"); provided, however, that nothing contained herein shall be construed to prevent Employee from investing in the stock of any competing corporation listed on a national securities exchange or traded in the over-the-counter market, but only if Employee is not involved in the business of said corporation and if Employee and his associates (as such term is defined in Regulation 14(A) promulgated under the Securities Exchange Act of 1934, as in effect on the date hereof), collectively, do not own more than an aggregate of 3% of the stock of such corporation. With respect to the Territory, Employee specifically acknowledges that the Company intends to expand the Business into and throughout the United States.

Non-Compete. Employee hereby agrees that for a period commencing on ----------- the date hereof and ending on the Termination Datedate of termination or expiration of his employment with the Company for any reason (the "TERMINATION DATE"), and thereafter, through the later of (a) the period ending on the first anniversary of the Termination Date or (b) the period ending at the conclusion of the Severance Period (collectively, the “"Restrictive Period”"), he shall not, directly or indirectly, as employee, agent, consultant, stockholder, director, co-partner or in any other individual or representative capacity, own, operate, manage, control, engage in, invest in or participate in any manner in, act as a consultant or advisor to, render services for (alone or in association with any person, firm, corporation or entity), or otherwise assist any person or entity (other than the Company) that engages in or owns, invests in, operates, manages or controls any venture or enterprise that directly or indirectly engages or proposes to engage in any element of the Business anywhere within a 100-mile radius of the Chicago metropolitan area or within a 100-mile radius of any area (or in the event such area is a major city, the metropolitan area relating to such city) in which the Company on the Termination Date engages in any element of the Business (the “"Territory”"); provided, however, that nothing contained herein shall be construed to prevent Employee from investing in the stock of any competing corporation listed on a national securities exchange or traded in the over-the-counter market, but only if Employee is not involved in the business of said corporation and if Employee and his associates (as such term is defined in Regulation 14(A) promulgated under the Securities Exchange Act of 1934, as in effect on the date hereof), collectively, do not own more than an aggregate of 3% of the stock of such corporation. With respect to the Territory, Employee specifically acknowledges that the Company intends to expand the Business into and throughout the United States.

Non-Compete. Employee hereby agrees that The "RESTRICTED PERIOD" for a purposes of this ----------- Agreement shall be the period of time commencing on the date hereof and ending on the Termination Datedate one (1) year after termination of Executive's employment for any reason, and thereafterprovided that, through if a Change in Control occurs and, following the later effective date of (a) the period ending Change in Control, the Executive's employment with the Company is terminated by the Executive for Good Reason or by the Company without Cause, then the "Restricted Period" shall end on the first anniversary effective date of the Termination Date or (b) termination of Executive's employment. Executive hereby agrees that at all times during the period ending at the conclusion of the Severance Period (collectivelyRestricted Period, the “Restrictive Period”), he Executive shall not, directly or indirectly, as employee, agent, consultant, stockholder, director, co-partner or in any other individual or representative capacity, own, operate, manage, control, engage in, invest in or participate in any manner in, act as a consultant or advisor to, render services for (alone or in association with any person, firm, corporation or entity), or otherwise assist any person or entity (other than the Company) that engages in or owns, invests in, operates, manages or controls any venture or enterprise that directly or indirectly engages or proposes to engage in any element of the Business anywhere within a 100-mile radius thirty (30) miles of any office of the Chicago metropolitan area or within a 100-mile radius of any area (or in the event such area is a major city, the metropolitan area relating to such city) in which the Company on the Termination Date engages in any element of the Business (the “Territory”"TERRITORY"); provided, however, that nothing contained herein shall be construed to prevent Employee Executive from investing in the stock of any competing corporation listed on a national securities exchange or traded in the over-the-counter market, but only if Employee Executive is not involved in the business of said corporation and if Employee Executive and his her associates (as such term is defined in Regulation 14(A) promulgated under the Securities Exchange Act of 1934, as in effect on the date hereof), collectively, do not own more than an aggregate of 3% two percent of the stock of such corporation. With respect to the Territory, Employee specifically acknowledges that the Company intends to expand the Business into and throughout the United States.

Non-Compete. Employee Participant hereby agrees that for a period commencing on the date hereof and ending on the date of termination of his or her employment with the Company (the “Termination Date”), and thereafter, through the later of (a) the period ending on the first anniversary of the Termination Date or (b) as applicable, the period ending at the conclusion of the Severance Period as defined in the Participant’s employment agreement (collectively, the “Restrictive Period”), he Participant shall not, directly or indirectly, as employee, agent, consultant, stockholder, director, co-partner or in any other individual or representative capacity, own, operate, manage, control, engage in, invest in or participate in any manner in, act as a consultant or advisor to, render services for (alone or in association with any person, firm, corporation or entity), or otherwise assist any person or entity (other than the Company) that engages in or owns, invests in, operates, manages or controls any venture or enterprise that directly or indirectly engages or proposes to engage in any element of the Business anywhere within a 100-mile radius of the Chicago metropolitan area or within a 100-mile radius of any area (or in the event such area is a major city, the metropolitan area relating to such city) in which the Company on the Termination Date engages in any element of the Business (the “Territory”); provided, however, that nothing contained herein shall be construed to prevent Employee Participant from investing in the stock of any competing corporation listed on a national securities exchange or traded in the over-the-counter market, but only if Employee Participant is not involved in the business of said corporation and if Employee Participant and his or her associates (as such term is defined in Regulation 14(A) promulgated under the Securities Exchange Act of 1934, as in effect on the date hereof), collectively, do not own more than an aggregate of 3% of the stock of such corporation. With respect to the Territory, Employee Participant specifically acknowledges that the Company intends to expand the Business into and throughout the United States.

Non-Compete. Employee hereby agrees that for a period commencing on the date hereof and ending on the date of termination or expiration of his employment with the Company for any reason (the "Termination Date"), and thereafter, through the later of (a) the period ending on the first anniversary of the Termination Date or (b) the period ending at the conclusion of the Severance Period (collectively, the “"Restrictive Period”"), he shall not, directly or indirectly, as employee, agent, consultant, stockholder, director, co-partner or in any other individual or representative capacity, own, operate, manage, control, engage in, invest in or participate in any manner in, act as a consultant or advisor to, render services for (alone or in association with any person, firm, corporation or entity), or otherwise assist any person or entity (other than the Company) that engages in or owns, invests in, operates, manages or controls any venture or enterprise that directly or indirectly engages or proposes to engage in any element of the Business anywhere within a 100-mile radius of the Chicago metropolitan area or within a 100-mile radius of any area (or in the event such area is a major city, the metropolitan area relating to such city) in which the Company on the Termination Date engages in any element of the Business (the “"Territory”"); provided, however, that nothing contained herein shall be construed to prevent Employee from investing in the stock of any competing corporation listed on a national securities exchange or traded in the over-the-counter market, but only if Employee is not involved in the business of said corporation and if Employee and his associates (as such term is defined in Regulation 14(A) promulgated under the Securities Exchange Act of 1934, as in effect on the date hereof), collectively, do not own more than an aggregate of 3% of the stock of such corporation. With respect to the Territory, Employee specifically acknowledges that the Company intends to expand the Business into and throughout the United States.

Non-Compete. Employee hereby agrees Executive and the Company agree that the Company’s business will be national in scope and depends, to a considerable extent, upon the individual efforts of Executive in sales, marketing and management. Further, the Company and Executive recognize that in the course of Executive’s employment with the Company, Executive will have access to a substantial amount of confidential and proprietary information and trade secrets relating to the business of the Company, and that it would be detrimental to the business of the Company, and have a substantial detrimental effect on the value of the Company and Executive’s employment if Executive were to compete with the Company upon termination of his employment. Executive therefore agrees, in consideration of the Company entering this Agreement, establishing the base annual compensation and other compensation benefits at the level herein provided for, that during the period of the term of his employment with the Company, whether pursuant to this Agreement or otherwise, and continuing for the lesser of (i) a period commencing on of one (1) year thereafter in the date hereof case of paragraphs “a”, “b”, “c” and ending on “d” below and a period of two (2) years thereafter in the Termination Date, and thereafter, through the later case of paragraph “e” below; or (aii) the longest period ending on the first anniversary of the Termination Date or permitted by applicable law (b) the such period ending at the conclusion of the Severance Period (collectively, referred to herein as the “Restrictive Restricted Period”), he shall not, without the prior written consent of the Company, directly or indirectly, either for himself or for any other person or entity: a. Anywhere in the continental United States of America in which the Company has been conducting, or intends to conduct business, engage or participate in, or assist, advise or be connected with (including as employeean owner, agentpartner, shareholder, advisor, consultant, stockholder, director, co-partner agent or in any other individual or representative capacity, own, operate, manage, control, engage in, invest in or participate in any manner in, act as a consultant or advisor to, render services for otherwise) (alone or in association with any person, firm, corporation or entitywithout limitation by the specific enumeration of the foregoing), or otherwise assist permit his name to be used by or render services for, any person or entity (other than engaged in, or making plans to engage in, a business which is competitive with, or substantially similar to, the Company) that engages in or owns, invests in, operates, manages or controls any venture or enterprise that directly or indirectly engages or proposes to engage in any element of the Business anywhere within ’s business (a 100-mile radius of the Chicago metropolitan area or within a 100-mile radius of any area (or in the event such area is a major city, the metropolitan area relating to such city) in which the Company on the Termination Date engages in any element of the Business (the “TerritoryCompeting Business”); provided, however, that nothing contained herein in this Agreement shall be construed prevent Executive from acquiring or owning, as a passive investment, up to prevent Employee from investing two percent (2%) of the outstanding voting securities of an entity, in the stock of aggregate, engaged in a Competing Business which are publicly traded in any competing corporation listed on a recognized national securities exchange market, or traded (ii) performing service for any division, subsidiary or affiliate of a Competing Business if Executive does not perform services for the entity (ies) (or portion thereof) that constitutes the Competing Business; b. Take any action which might divert from the Company any opportunity (each, an “Opportunity”) which would be within the scope of the Company’s business, and shall offer each Opportunity to the Company which the Company may, in its sole discretion, decide to pursue or not; c. Solicit, attempt to solicit, aid in the over-the-counter marketsolicitation of, but only if Employee or accept any orders from any person or entity who is not involved or has been a customer of the Company at any time during the period beginning one (1) year prior to the date hereof through the Restrictive Period, to purchase products or services from any person or entity which products or services were previously supplied or performed, as the case may be, by the Company; d. Solicit, attempt to solicit or aid in the solicitation of, any person or entity who is or was a customer, supplier, licensor, licensee or person or entity having any other business relationship with the Company, at any time during the period beginning one (1) year prior to the date hereof through the Restrictive Period, to cease doing business with or alter its business relationship with the Company; or e. Solicit or hire any person or entity who is (i) an officer or employee of said corporation and if Employee and the Company; or (ii) a director, officer or employee of the Company to perform services for any entity other than the Company or to terminate his associates (or her employment with any of the foregoing entities, provided that nothing in this Section 8(e) shall prohibit Executive from providing employment or personal references for any such director, officer or employee. f. The parties believe, in light of the facts known as such term is defined in Regulation 14(A) promulgated under the Securities Exchange Act of 1934, as in effect on the date hereof), collectively, do not own more than an aggregate of 3% and after considering the nature and extent of the stock Company’s business, the amount of such corporation. With respect compensation and other benefits provided herein, and the damage that could be done to the TerritoryCompany’s business by Executive’s competing with the Company, Employee specifically acknowledges that the Company intends foregoing covenant not to expand compete is reasonable in time, scope and geographical limitation. However, if any court should construe the Business into time, scope or geographical limitation of the covenant not to compete to be too broad or extensive, it is the intention of the parties that the contract be automatically reformed, and throughout as so reformed, enforced, to the United Statesmaximum limits which may be found to be reasonable by such court.

Non-Compete. Employee hereby agrees that for a that, during the period commencing on beginning as of the date hereof first above written, and ending on when Employee ceases, for any reason, to be a consultant to, employee or director of the Termination DateCompany (the "Employment periods"), and thereafter, through the later of (a) the period ending on the first second anniversary of the Termination Date or (b) the period ending at the conclusion of the Severance Employment Period (such later period together with the Employment Period being collectively, the “Restrictive "Restricted Period”"), he shall not, directly or indirectly, as employee, agent, consultant, stockholder, director, co-partner partner, or in any other individual or representative capacity, own, operate, manage, control, engage in, invest in in, or participate in any manner in, act as a consultant or advisor to, render services for (alone or in association with any person, firm, corporation corporation, or entity), or otherwise assist any person or entity (other than the Company) that engages in or owns, invests in, operates, manages manages, or controls any venture or enterprise that directly or indirectly engages or proposes to engage in any element of in, the Business anywhere within a 100-mile radius of the Chicago metropolitan area or within a 100-mile radius of any area (or in the event such area is a major city, the metropolitan area relating to such city) in which the Company on the Termination Date engages in any element of the Business United States (the “"Territory”"); provided, however, that nothing contained herein shall be construed to prevent Employee from investing in the stock of any competing corporation listed on a national securities exchange or traded in the over-the-counter market, but only if Employee is not involved in the business of said corporation and if Employee and his associates (as such term is defined in Regulation 14(A) promulgated under the Securities Exchange Act of 1934, as in effect on the date hereof), collectively, do not own more than an aggregate of 3% two (2%) percent of the stock of such corporation. With respect to the Territory, Employee specifically acknowledges that the Company intends plans to expand the Business into and throughout the United StatesTerritory.

Non-Compete. Employee hereby agrees that The "Restricted Period" for a purposes of this Agreement shall be the period of time commencing on the date hereof and ending on the Termination Date, and thereafter, through the later of (a) the period ending on the first second anniversary of the Termination Date or (b) the period ending at the conclusion effective date of the Severance termination of Employee's employment by either Anicom or Employee, for any reason, provided that Anicom may not terminate Employee's employment hereunder during the Initial Employment Period without "Cause" (collectivelyas defined in Section 8(d)). Employee hereby agrees that at all times during the Restricted Period, the “Restrictive Period”), he Employee shall not, directly or indirectly, as employee, agent, consultant, stockholder, director, co-partner or in any other individual or representative capacity, own, operate, manage, control, engage in, invest in or participate in any manner in, act as a consultant or advisor to, render services for (alone or in association with any person, firm, corporation or entity), or otherwise assist any person or entity (other than the Company) that engages in or owns, invests in, operates, manages or controls any venture or enterprise that directly or indirectly engages or proposes to engage in any element of the Business anywhere within a 100-mile radius thirty (30) miles of any office of Anicom or Purchaser existing as of the Chicago metropolitan area or within a 100-mile radius earlier of any area the date of determination and the effective date of the termination of Employee's employment (or in the event such area is a major citycollectively, the metropolitan area relating to such city) in which the Company on the Termination Date engages in any element of the Business (the “"Territory”"); provided, however, that nothing contained herein shall be construed to prevent Employee from (i) engaging in a business in which the sale of wire and cable is ancillary to the conduct of the business and such business does not compete with Anicom, or (ii) investing in the stock of any competing corporation listed on a national securities exchange or traded in the over-the-counter market, but only if Employee is not involved in the business of said corporation and if Employee and his associates "associates" (as such term is defined in Regulation 14(A) 14A promulgated under the Securities Exchange Act of 1934, as in effect on the date hereof), collectively, do not own more than an aggregate of 3% two percent of the stock of such corporation. With respect to the Territory, Employee specifically acknowledges that the Company intends to expand the Business into and throughout the United States.

Non-Compete. Employee Executive hereby agrees that for a period commencing on the date hereof and ending on the Termination Date, and thereafter, through the later of (a) the period ending on the first anniversary of twelve (12) months after the Termination Date or (b) the period ending at the conclusion of the Severance Period (collectively, the “Restrictive Period”), he she shall not, directly or indirectly, as employee, agent, consultant, stockholder, director, co-partner or in any other individual or representative capacity, own, operate, manage, control, engage in, invest in or participate in any manner in, act as a consultant or advisor to, render services for (alone or in association with any person, firm, corporation or entity), or otherwise assist any person or entity (other than the CompanyCompany and its Subsidiaries) that engages in or owns, invests in, operates, manages or controls any venture or enterprise that directly or indirectly engages or proposes is actively developing or attempting to engage develop in any element of the Business anywhere within a 10050-mile radius of the Chicago Nashville, Tennessee metropolitan area or within a 10050-mile radius of any area (or in the event such area is a major city, the metropolitan area relating to such city) in which the Company or any of its Subsidiaries on the Termination Date actively engages or is actively developing or attempting to develop in any element of the Business (the “Territory”); provided, however, that nothing contained herein shall be construed to prevent Employee Executive from investing in the stock of any competing corporation listed on a national securities exchange or traded in the over-the-counter market, but only if Employee Executive is not involved in the business of said corporation and if Employee Executive and his her associates (as such term is defined in Regulation 14(A) promulgated under the Securities Exchange Act of 1934, as in effect on the date hereof), collectively, do not own more than an aggregate of 3% of the stock of such corporation. With respect to the Territory, Employee Executive specifically acknowledges that the Company intends and its Subsidiaries intend to expand the Business into and throughout the United States. Notwithstanding the foregoing, the activity proscribed by this Section 7(a) shall not constitute a violation of this Section 7(a) where performed for (x) an entity where no more than a de minimis amount of revenue is derived from a business that is competitive with the business of the Company or any of its Affiliates; or (y) an entity that derives no more than $100 million in revenue from one or more divisions, departments or segments, in the aggregate, that are engaged in any business competitive with the business of the Company or any of its Affiliates; provided, that in either case, you are not responsible for (and do not engage or participate in) the day-to-day management, oversight or supervision of such business and provided you do not have direct supervision over the individual or individuals who are so responsible for such day-to-day management, oversight or supervision.

Non-Compete. Employee Executive hereby agrees that for a period commencing on the date hereof and ending on the Termination Date, and thereafter, through the later of (a) the period ending on the first anniversary of twelve (12) months after the Termination Date or (b) the period ending at the conclusion of the Severance Period (collectively, the “Restrictive Period”), he shall not, directly or indirectly, as employee, agent, consultant, stockholder, directordirector , co-partner or in any other individual or representative capacity, own, operate, manage, control, engage in, invest in or participate in any manner in, act as a consultant or advisor to, render services for (alone or in association with any person, firm, corporation or entity), or otherwise assist any person or entity (other than the CompanyCompany and its Subsidiaries) that engages in or owns, invests in, operates, manages or controls any venture or enterprise that directly or indirectly engages or proposes is actively developing or attempting to engage develop in any element of the Business anywhere within a 10050-mile radius of the Chicago Nashville, Tennessee metropolitan area or within a 10050-mile radius of any area (or in the event such area is a major city, the metropolitan area relating to such city) in which the Company or any of its Subsidiaries on the Termination Date actively engages or is actively developing or attempting to develop in any element of the Business (the “Territory”); provided, however, that nothing contained herein shall be construed to prevent Employee Executive from investing in the stock of any competing corporation listed on a national securities exchange or traded in the over-the-counter market, but only if Employee Executive is not involved in the business of said corporation and if Employee Executive and his associates (as such term is defined in Regulation 14(A) promulgated under the Securities Exchange Act of 1934, as in effect on the date hereof), collectively, do not own more than an aggregate of 3% of the stock of such corporation. With respect to the Territory, Employee Executive specifically acknowledges that the Company intends and its Subsidiaries intend to expand the Business into and throughout the United States.

Non-Compete. Employee Executive hereby agrees that for a period commencing on the date hereof and ending on the Termination Date, and thereafter, through the later of (a) the period ending on the first anniversary of the Termination Date or (b) the period ending at the conclusion of the Severance Period (collectively, the “"Restrictive Period”"), he shall not, directly or indirectly, as employee, agent, consultant, stockholder, director, co-partner or in any other individual or representative capacity, own, operate, manage, control, engage in, invest in or participate in any manner in, act as a consultant or advisor to, render services for (alone or in association with any person, firm, corporation or entity), or otherwise assist any person or entity (other than the CompanyParent and its Subsidiaries) that engages in or owns, invests in, operates, manages or controls any venture or enterprise that directly or indirectly engages or proposes is actively developing or attempting to engage develop in any element of the Business anywhere within a 10050-mile radius of the Chicago Nashville metropolitan area or within a 10050-mile radius of any area (or in the event such area is a major city, the metropolitan area relating to such city) in which the Parent, the Company or any of their Subsidiaries on the Termination Date actively engages or is actively developing or attempting to develop in any element of the Business (the “"Territory”"); provided, however, that nothing contained herein shall be construed to prevent Employee Executive from investing in the stock of any competing corporation listed on a national securities exchange or traded in the over-the-counter market, but only if Employee Executive is not involved in the business of said corporation and if Employee Executive and his associates (as such term is defined in Regulation 14(A) promulgated under the Securities Exchange Act of 1934, as in effect on the date hereof), collectively, do not own more than an aggregate of 3% of the stock of such corporation. With respect to the Territory, Employee Executive specifically acknowledges that the Company intends Parent and its Subsidiaries intend to expand the Business into and throughout the United States.

Non-Compete. Employee Executive hereby agrees that for a period commencing on the date hereof and ending on the Termination Dateduring Executive’s employment with Parent, Symbion or any of their Subsidiaries, and thereafter, through the later of (a) the period ending on the first anniversary of the Termination Date or (b) the period ending at the conclusion of the Severance Period (collectively, the “Restrictive Period”), he shall not, directly or indirectly, as employee, agent, consultant, stockholder, director, co-partner or in any other individual or representative capacity, own, operate, manage, control, engage in, invest in or participate in any manner in, act as a consultant or advisor to, render services for (alone or in association with any person, firm, corporation or entity), or otherwise assist any person or entity (other than the CompanyParent and its Subsidiaries) that engages in or owns, invests in, operates, manages or controls any venture or enterprise that directly or indirectly engages or proposes is actively developing or attempting to engage develop in any element of the Business anywhere within a 10050-mile radius of the Chicago Nashville metropolitan area or within a 10050-mile radius of any area (or in the event such area is a major city, the metropolitan area relating to such city) in which the Company Parent, Symbion or any of their Subsidiaries on the Termination Date actively engages or is actively developing or attempting to develop in any element of the Business (the “Territory”Territory “); provided, however, that nothing contained herein shall be construed to prevent Employee Executive from investing in the stock of any competing corporation listed on a national securities exchange or traded in the over-the-counter market, but only if Employee Executive is not involved in the business of said corporation and if Employee Executive and his associates (as such term is defined in Regulation 14(A) promulgated under the Securities Exchange Act of 1934, as in effect on the date hereof), collectively, do not own more than an aggregate of 3% of the stock of such corporation. With respect to the Territory, Employee Executive specifically acknowledges that the Company intends Parent and its Subsidiaries intend to expand the Business into and throughout the United States.

Non-Compete. Employee Executive hereby agrees that for a period commencing on the date hereof and ending on the Termination Date, and thereafter, through the later of (a) the period ending on the first anniversary of the Termination Date or (b) the period ending at the conclusion of the Severance Period (collectively, the “Restrictive Period”), he shall not, directly or indirectly, as employee, agent, consultant, stockholder, director, co-partner or in any other individual or representative capacity, own, operate, manage, control, engage in, invest in or participate in any manner in, act as a consultant or advisor to, render services for (alone or in association with any person, firm, corporation or entity), or otherwise assist any person or entity (other than the CompanyParent and its Subsidiaries) that engages in or owns, invests in, operates, manages or controls any venture or enterprise that directly or indirectly engages or proposes is actively developing or attempting to engage develop in any element of the Business anywhere within a 10050-mile radius of the Chicago Nashville metropolitan area or within a 10050-mile radius of any area (or in the event such area is a major city, the metropolitan area relating to such city) in which the Parent, the Company or any of their Subsidiaries on the Termination Date actively engages or is actively developing or attempting to develop in any element of the Business (the “Territory”); provided, however, that nothing contained herein shall be construed to prevent Employee Executive from investing in the stock of any competing corporation listed on a national securities exchange or traded in the over-the-counter market, but only if Employee Executive is not involved in the business of said corporation and if Employee Executive and his associates (as such term is defined in Regulation 14(A) promulgated under the Securities Exchange Act of 1934, as in effect on the date hereof), collectively, do not own more than an aggregate of 3% of the stock of such corporation. With respect to the Territory, Employee Executive specifically acknowledges that the Company intends Parent and its Subsidiaries intend to expand the Business into and throughout the United States.

Non-Compete. Employee Each Non-Compete Party hereby agrees that for a period commencing on the date hereof and ending on the Termination DateRestricted Period applicable to such Non-Compete Party, and thereafterhe, through the later of (a) the period ending on the first anniversary of the Termination Date she or (b) the period ending at the conclusion of the Severance Period (collectively, the “Restrictive Period”), he shall it will not, directly or indirectly, as agent, employee, agent, consultant, stockholderrepresentative, directormanager, co-partner equityholder or in any other individual or representative capacity, ownown (other than through the passive ownership of less than one percent (1%) of the publicly traded shares of any Person), operate, manage, control, engage in, invest in (other than through the passive ownership of less than one percent (1%) of the publicly traded shares of any Person) or participate in any manner in, act as a consultant or advisor to, render services for (alone or in association with any person, firm, corporation or entityPerson), or otherwise assist any person or entity (other than the Company) Person that engages in or owns, invests in, operates, manages or controls any venture or enterprise that directly or indirectly engages or proposes to engage in any element business competitive in any material respect with any portion of the Acquired Business anywhere within a 100-mile radius of the Chicago metropolitan area or within a 100-mile radius of any area (or in the event such area is a major cityStates of Arizona, the metropolitan area relating to such city) in which the Company on the Termination Date engages in any element of the Business California, Colorado, Georgia, Idaho, Nevada, New Mexico, Oregon, Tennessee, Texas, Utah and Washington (the “Territory”). Notwithstanding the foregoing, the parties acknowledge and agree that the non-compete described in this Section 8.3(b) does not in any manner limit (i) a Non-Compete Party from engaging in the Practice of Law, (ii); Xxxxxxx X. Xxxxxxx from engaging in the passive ownership of less than five percent (5%) of the equity interests in Mortgage Contracting Services LLC, a Delaware limited liability company, or (iii) FD&B LLP from having a passive ownership of no more than fifty percent (50%) of the equity interests in Xxxxx & Xxxxxxx; provided, however, that nothing contained herein during the Restricted Period each Non-Compete Party covenants and agrees to, and shall be construed cause each Law Firm to, not solicit, initiate, encourage, or induce any client or potential client to prevent Employee from investing divert its business to or otherwise engage Xxxxx & Xxxxxxx to perform services which are competitive in any material respect with the Acquired Business anywhere in the stock of any competing corporation listed on a national securities exchange or traded in the over-the-counter market, but only if Employee is not involved in the business of said corporation and if Employee and his associates (as such term is defined in Regulation 14(A) promulgated under the Securities Exchange Act of 1934, as in effect on the date hereof), collectively, do not own more than an aggregate of 3% of the stock of such corporation. With respect to the Territory, Employee specifically acknowledges that the Company intends to expand the Business into and throughout the United States.

Non-Compete. Employee Executive hereby agrees that for a period commencing on the date hereof and ending on the Termination Date, and thereafter, through the later of (a) the period ending on the first anniversary of twelve (12) months after the Termination Date or (b) the period ending at the conclusion of the Severance Period (collectively, the “Restrictive Period”), he she shall not, directly or indirectly, as employee, agent, consultant, stockholder, directordirector , co-partner or in any other individual or representative capacity, own, operate, manage, control, engage in, invest in or participate in any manner in, act as a consultant or advisor to, render services for (alone or in association with any person, firm, corporation or entity), or otherwise assist any person or entity (other than the CompanyCompany and its Subsidiaries) that engages in or owns, invests in, operates, manages or controls any venture or enterprise that directly or indirectly engages or proposes is actively developing or attempting to engage develop in any element of the Business anywhere within a 10050-mile radius of the Chicago Nashville, Tennessee metropolitan area or within a 10050-mile radius of any area (or in the event such area is a major city, the metropolitan area relating to such city) in which the Company or any of its Subsidiaries on the Termination Date actively engages or is actively developing or attempting to develop in any element of the Business (the “Territory”); provided, however, that nothing contained herein shall be construed to prevent Employee Executive from investing in the stock of any competing corporation listed on a national securities exchange or traded in the over-the-counter market, but only if Employee Executive is not involved in the business of said corporation and if Employee Executive and his her associates (as such term is defined in Regulation 14(Al4(A) promulgated under the Securities Exchange Act of 1934, as in effect on the date hereof), collectively, do not own more than an aggregate of 3% of the stock of such corporation. With respect to the Territory, Employee Executive specifically acknowledges that the Company intends and its Subsidiaries intend to expand the Business into and throughout the United States.

Non-Compete. Employee Each Non-Compete Party hereby agrees that for a period commencing on the date hereof and ending on the Termination DateRestricted Period applicable to such Non-Compete Party, and thereafterhe, through the later of (a) the period ending on the first anniversary of the Termination Date she or (b) the period ending at the conclusion of the Severance Period (collectively, the “Restrictive Period”), he shall it will not, directly or indirectly, as agent, employee, agent, consultant, stockholderrepresentative, directormanager, co-partner equityholder or in any other individual or representative capacity, ownown (other than through the passive ownership of less than one percent (1%) of the publicly traded shares of any Person), operate, manage, control, engage in, invest in (other than through the passive ownership of less than one percent (1%) of the publicly traded shares of any Person) or participate in any manner in, act as a consultant or advisor to, render services for (alone or in association with any person, firm, corporation or entityPerson), or otherwise assist any person or entity (other than the Company) Person that engages in or owns, invests in, operates, manages or controls any venture or enterprise that directly or indirectly engages or proposes to engage in any element business competitive in any material respect with any portion of the Acquired Business anywhere within a 100-mile radius of the Chicago metropolitan area or within a 100-mile radius of any area (or in the event such area is a major cityStates of Arizona, the metropolitan area relating to such city) in which the Company on the Termination Date engages in any element of the Business California, Colorado, Georgia, Idaho, Nevada, New Mexico, Oregon, Tennessee, Texas, Utah and Washington (the “Territory”). Notwithstanding the foregoing, the parties acknowledge and agree that the non-compete described in this Section 8.3(b) does not in any manner limit (i) a Non-Compete Party from engaging in the Practice of Law, (ii); Xxxxxxx X. Xxxxxxx from engaging in the passive ownership of less than five percent (5%) of the equity interests in Mortgage Contracting Services LLC, a Delaware limited liability company, or (iii) FD&B LLP from having a passive ownership of no more than fifty percent (50%) of the equity interests in Brown & Xxxxxxx; provided, however, that nothing contained herein during the Restricted Period each Non-Compete Party covenants and agrees to, and shall be construed cause each Law Firm to, not solicit, initiate, encourage, or induce any client or potential client to prevent Employee from investing divert its business to or otherwise engage Brown & Xxxxxxx to perform services which are competitive in any material respect with the Acquired Business anywhere in the stock of any competing corporation listed on a national securities exchange or traded in the over-the-counter market, but only if Employee is not involved in the business of said corporation and if Employee and his associates (as such term is defined in Regulation 14(A) promulgated under the Securities Exchange Act of 1934, as in effect on the date hereof), collectively, do not own more than an aggregate of 3% of the stock of such corporation. With respect to the Territory, Employee specifically acknowledges that the Company intends to expand the Business into and throughout the United States.

Non-Compete. Employee Executive hereby agrees that for a period commencing on the date hereof and ending on the Termination Date, and thereafter, through the later of (a) the period ending on the first anniversary of twelve (12) months after the Termination Date or (b) the period ending at the conclusion of the Severance Period (collectively, the “"Restrictive Period”"), he . he/she shall not, directly or indirectly, as employee, agent, consultant, stockholder, director, co-partner or in any other individual or representative capacity, own, operate, manage, control, engage in, invest in or participate in any manner in, act as a consultant or advisor to, render services for (alone or in association with any person, firm, corporation or entity), or otherwise assist any person or entity (other than the CompanyCompany and its Subsidiaries) that engages in or owns, invests in, operates, manages or controls any venture or enterprise that directly or indirectly engages or proposes is actively developing or attempting to engage develop in any element of the Business anywhere within a 10050-mile radius of the Chicago Nashville, Tennessee metropolitan area or within a 10050-mile radius of any area (or in the event such area is a major city, the metropolitan area relating to such city) in which the Company or any of its Subsidiaries on the Termination Date actively engages or is actively developing or attempting to develop in any element of the Business (the “"Territory”"); provided, however, that nothing contained herein shall be construed to prevent Employee Executive from investing in the stock of any competing corporation listed on a national securities exchange or traded in the over-the-counter market, but only if Employee Executive is not involved in the business of said corporation and if Employee Executive and his his/her associates (as such term is defined in Regulation 14(A) promulgated under the Securities Exchange Act of 1934, as in effect on the date hereof), collectively, do not own more than an aggregate of 3% of the stock of such corporation. With respect to the Territory, Employee Executive specifically acknowledges that the Company intends and its Subsidiaries intend to expand the Business into and throughout the United States. Notwithstanding the foregoing, the activity proscribed by this Section 7(a) shall not constitute a violation of this Section 7(a) where performed for (x) an entity where no more than a de minimis amount of revenue is derived from a business that is competitive with the business of the Company or any of its Affiliates; or (y) an entity that derives no more than $100 million in revenue from one or more divisions, departments or segments, in the aggregate, that are engaged in any business competitive with the business of the Company or any of its Affiliates; provided, that in either case, you are not responsible for (and do not engage or participate in) the day-to-day management, oversight or supervision of such business and provided you do not have direct supervision over the individual or individuals who are so responsible for such day-to-day management, oversight or supervision.

Non-Compete. Employee Executive hereby agrees that for a period commencing on the date hereof and ending on the Termination Date, and thereafter, through the later of (a) the period ending on the first anniversary of twelve (12) months after the Termination Date or (b) the period ending at the conclusion of the Severance Period (collectively, the “Restrictive Period”), he he/she shall not, directly or indirectly, as employee, agent, consultant, stockholder, director, co-partner or in any other individual or representative capacity, own, operate, manage, control, engage in, invest in or participate in any manner in, act as a consultant or advisor to, render services for (alone or in association with any person, firm, corporation or entity), or otherwise assist any person or entity (other than the CompanyCompany and its Subsidiaries) that engages in or owns, invests in, operates, manages or controls any venture or enterprise that directly or indirectly engages or proposes is actively developing or attempting to engage develop in any element of the Business anywhere within a 10050-mile radius of the Chicago Nashville, Tennessee metropolitan area or within a 10050-mile radius of any area (or in the event such area is a major city, the metropolitan area relating to such city) in which the Company or any of its Subsidiaries on the Termination Date actively engages or is actively developing or attempting to develop in any element of the Business (the “Territory”); provided, however, that nothing contained herein shall be construed to prevent Employee Executive from investing in the stock of any competing corporation listed on a national securities exchange or traded in the over-the-counter market, but only if Employee Executive is not involved in the business of said corporation and if Employee Executive and his his/her associates (as such term is defined in Regulation 14(A) promulgated under the Securities Exchange Act of 1934, as in effect on the date hereof), collectively, do not own more than an aggregate of 3% of the stock of such corporation; and provided further that nothing contained here shall be construed to prevent Executive from being a partner in, employed by or consulting with a law firm that represents clients that, if Executive were employed by or otherwise work directly with such clients, would be a violation of this Agreement so long as Executive is not assigned by the law firm to work directly with such clients. With respect to the Territory, Employee Executive specifically acknowledges that the Company intends and its Subsidiaries intend to expand the Business into and throughout the United States. Notwithstanding the foregoing, the activity proscribed by this Section 7(a) shall not constitute a violation of this Section 7(a) where performed for (x) an entity where no more than a de minimis amount of revenue is derived from a business that is competitive with the business of the Company or any of its Affiliates; or (y) an entity that derives no more than $100 million in revenue from one or more divisions, departments or segments, in the aggregate, that are engaged in any business competitive with the business of the Company or any of its Affiliates; provided, that in either case, you are not responsible for (and do not engage or participate in) the day-to-day management, oversight or supervision of such business and provided you do not have direct supervision over the individual or individuals who are so responsible for such day-to-day management, oversight or supervision.

Non-Compete. Employee Except as specifically agreed between Executive and the Chief Executive Officer of the Company, Executive hereby agrees that for a period commencing on ending twelve (12) months after the date hereof and ending on the Termination Date, and thereafter, through the later of Retirement Date (a) the period ending on the first anniversary of the Termination Date or (b) the period ending at the conclusion of the Severance Period (collectively, the “Restrictive Period”), he shall not, directly or indirectly, as employee, agent, consultant, stockholder, director, co-partner or in any other individual or representative capacity, own, operate, manage, control, engage in, invest in or participate in any manner in, act as a consultant or advisor to, render services for (alone or in association with any person, firm, corporation or entity), or otherwise assist any person or entity (other than the CompanyCompany and its Affiliates) that engages in or owns, invests in, operates, manages or controls any venture or enterprise that directly or indirectly engages or proposes is actively developing or attempting to engage develop in any element of the Business anywhere within a 10050-mile radius of the Chicago Nashville, Tennessee metropolitan area or within a 10050-mile radius of any area (or in the event such area is a major city, the metropolitan area relating to such city) in which the Company or any of its Affiliates on the Termination Date actively engages or is actively developing or attempting to develop in any element of the Business (the “Territory”); provided, however, that nothing contained herein shall be construed to prevent Employee Executive from investing in the stock of any competing corporation listed on a national securities exchange or traded in the over-the-counter market, but only if Employee Executive is not involved in the business of said corporation and if Employee Executive and his associates (as such term is defined in Regulation 14(A) promulgated under the Securities Exchange Act of 1934, as in effect on the date hereof), collectively, do not own more than an aggregate of 3% of the stock of such corporation. With respect to the Territory, Employee Executive specifically acknowledges that the Company intends and its Affiliates intend to expand the Business into and throughout the United States. Notwithstanding the foregoing, the activity proscribed by this Section 6(a) shall not constitute a violation of this Section where performed for (x) an entity where no more than a de minimis amount of revenue is derived from a business that is competitive with the business of the Company or any of its Affiliates; or (y) an entity that derives no more than $100 million in revenue from one or more divisions, departments or segments, in the aggregate, that are engaged in any business competitive with the business of the Company or any of its Affiliates; provided, that in either case, you are not responsible for (and do not engage or participate in) the day-to-day management, oversight or supervision of such business and provided you do not have direct supervision over the individual or individuals who are so responsible for such day-to-day management, oversight or supervision.

Non-Compete. Employee hereby agrees that The "Restricted Period" for a purposes of this Agreement shall be the period of time commencing on the date hereof and ending on the Termination Datedate two (2) years after termination of Executive's employment for any reason, and thereafterprovided that, through if a Change in Control occurs and, following the later effective date of (a) the period ending Change in Control, the Executive's employment with the Company is terminated by the Executive for Good Reason or by the Company without Cause, then the "Restricted Period" shall end on the first anniversary effective date of the Termination Date or (b) termination of Executive's employment unless otherwise extended pursuant to Section 11 below. Executive hereby agrees that at all times during the period ending at the conclusion of the Severance Period (collectivelyRestricted Period, the “Restrictive Period”), he Executive shall not, directly or indirectly, as employee, agent, consultant, stockholder, director, co-partner or in any other individual or representative capacity, own, operate, manage, control, engage in, invest in or participate in any manner in, act as a consultant or advisor to, render services for (alone or in association with any person, firm, corporation or entity), or otherwise assist any person or entity (other than the Company) that engages in or owns, invests in, operates, manages or controls any venture or enterprise that directly or indirectly engages or proposes to engage in any element of the Business anywhere within a 100-mile radius thirty (30) miles of any office of the Chicago metropolitan area or within a 100-mile radius of any area (or in the event such area is a major city, the metropolitan area relating to such city) in which the Company on the Termination Date engages in any element of the Business (the “"Territory”"); provided, however, that nothing contained herein shall be construed to prevent Employee Executive from investing in the stock of any competing corporation listed on a national securities exchange or traded in the over-the-counter market, but only if Employee Executive is not involved in the business of said corporation and if Employee Executive and his associates (as such term is defined in Regulation 14(A) promulgated under the Securities Exchange Act of 1934, as in effect on the date hereof), collectively, do not own more than an aggregate of 3% two percent of the stock of such corporation. With respect to the Territory, Employee specifically acknowledges that the Company intends to expand the Business into and throughout the United States.

Non-Compete. Employee hereby agrees that for a period commencing on ----------- the date hereof and ending on the Termination Date, and thereafter, through the later of (a) the period ending on the first anniversary of the Termination Date or (b) the period ending at the conclusion of the Severance Period (collectively, the “"Restrictive Period”"), he shall not, directly or indirectly, as employee, agent, consultant, stockholder, director, co-partner or in any other individual or representative capacity, own, operate, manage, control, engage in, invest in or participate in any manner in, act as a consultant or advisor to, render services for (alone or in association with any person, firm, corporation or entity), or otherwise assist any person or entity (other than the Company) that engages in or owns, invests in, operates, manages or controls any venture or enterprise that directly or indirectly engages or proposes to engage in any element of the Business anywhere within a 100-mile radius of the Chicago metropolitan area or within a 100-mile radius of any area (or in the event such area is a major city, the metropolitan area relating to such city) in which the Company on the Termination Date engages in any element of the Business (the “"Territory”"); provided, however, that nothing contained herein shall be construed to prevent Employee from investing in the stock of any competing corporation listed on a national securities exchange or traded in the over-the-counter market, but only if Employee is not involved in the business of said corporation and if Employee and his her associates (as such term is defined in Regulation 14(A) promulgated under the Securities Exchange Act of 1934, as in effect on the date hereof), collectively, do not own more than an aggregate of 3% of the stock of such corporation. With respect to the Territory, Employee specifically acknowledges that the Company intends to expand the Business into and throughout the United States.

Non-Compete. Employee hereby agrees that for a period commencing ----------- on the date hereof and ending on the Termination Date, and thereafter, through the later of (a) the period ending on the first anniversary of the Termination Date or (b) the period ending at the conclusion of the Severance Period (collectively, the “"Restrictive Period”"), he shall not, directly or indirectly, as employee, agent, consultant, stockholder, director, co-partner or in any other individual or representative capacity, own, operate, manage, control, engage in, invest in or participate in any manner in, act as a consultant or advisor to, render services for (alone or in association with any person, firm, corporation or entity), or otherwise assist any person or entity (other than the Company) that engages in or owns, invests in, operates, manages or controls any venture or enterprise that directly or indirectly engages or proposes to engage in any element of the Business anywhere within a 100-mile radius of the Chicago metropolitan area or within a 100-mile radius of any area (or in the event such area is a major city, the metropolitan area relating to such city) in which the Company on the Termination Date engages in any element of the Business (the “"Territory”"); provided, however, that nothing contained herein shall be construed to prevent Employee from investing in the stock of any competing corporation listed on a national securities exchange or traded in the over-the-counter market, but only if Employee is not involved in the business of said corporation and if Employee and his associates (as such term is defined in Regulation 14(A) promulgated under the Securities Exchange Act of 1934, as in effect on the date hereof), collectively, do not own more than an aggregate of 3% of the stock of such corporation. With respect to the Territory, Employee specifically acknowledges that the Company intends to expand the Business into and throughout the United States.

Non-Compete. Employee Executive hereby agrees that for a period commencing on the date hereof and ending on the Termination Date, and thereafter, through the later of (a) the period ending on the first anniversary of the Termination Date or (b) the period ending at the conclusion of the Severance Period (collectively, the “Restrictive Period”), he she shall not, directly or indirectly, as employee, agent, consultant, stockholder, director, co-partner or in any other individual or representative capacity, own, operate, manage, control, engage in, invest in or participate in any manner in, act as a consultant or advisor to, render services for (alone or in association with any person, firm, corporation or entity), or otherwise assist any person or entity (other than the CompanyParent and its Subsidiaries) that engages in or owns, invests in, operates, manages or controls any venture or enterprise that directly or indirectly engages or proposes is actively developing or attempting to engage develop in any element of the Business anywhere within a 10050-mile radius of the Chicago Nashville metropolitan area or within a 10050-mile radius of any area (or in the event such area is a major city, the metropolitan area relating to such city) in which the Company Parent, Symbion or any of their Subsidiaries on the Termination Date actively engages or is actively developing or attempting to develop in any element of the Business (the “Territory”); provided, however, that nothing contained herein shall be construed to prevent Employee Executive from investing in the stock of any competing corporation listed on a national securities exchange or traded in the over-the-counter market, but only if Employee Executive is not involved in the business of said corporation and if Employee Executive and his her associates (as such term is defined in Regulation 14(A) promulgated under the Securities Exchange Act of 1934, as in effect on the date hereof), collectively, do not own more than an aggregate of 3% of the stock of such corporation. With respect to the Territory, Employee Executive specifically acknowledges that the Company intends Parent and its Subsidiaries intend to expand the Business into and throughout the United States.

Non-Compete. Employee hereby agrees that At all times during which either Founder is on the Board or has a right to be a designee director and for a period commencing on the date hereof and ending on the Termination Date, and of two years thereafter, through the later of (a) the period ending except on the first anniversary behalf of the Termination Date Company or (b) except with the period ending at the conclusion written consent of the Severance Period (collectivelyCompany, the “Restrictive Period”), he each Founder shall not, directly or indirectly, render services to, own, manage, operate, control, invest or acquire an interest in, whether as a proprietor, partner, stockholder, member, director, officer, manager, employee, agent, consultant, stockholderjoint venturer, debt or equity investor, lessor agent or other representative, any Person that is known by such Founder to engage in the line of business (and any lines of business the Company has active plans to engage) of the Company and its Subsidiaries (which, if neither Founder is on the Board and neither Founder has a right to be a designee director at the time, shall be limited to the lines of business of the Company as of the date that such Founder is no longer on the Board) in each case anywhere in the world (collectively, the “Competing Business”) (including directly or indirectly as a division or group of a larger organization) or otherwise engage in or conduct (whether as an owner, operator, employee, officer, director, co-partner consultant, advisor, partner, representative or in otherwise) a Competing Business; provided that the ownership of less than 5% of the outstanding stock of any other individual or representative capacity, own, operate, manage, control, engage in, invest in or participate in class of any manner in, act as a consultant or advisor to, render services for (alone or in association with any person, firm, corporation or entity), or otherwise assist any person or entity (other than the Company) that engages in or owns, invests in, operates, manages or controls any venture or enterprise that directly or indirectly engages or proposes to engage in any element direct competitor of the Company in the business process outsourcing services space) shall not be deemed to be engaging in a Competing Business anywhere within solely by reason of such ownership and provided, further, that this Section shall not preclude a 100-mile radius Founder from rendering advice not for compensation to a Competing Business on a casual or occasional basis. Notwithstanding anything herein to the contrary, the Company hereby consents to each Founder’s (a) ownership of less than 5% of the Chicago metropolitan area or within a 100-mile radius of any area (or in the event such area is a major city, the metropolitan area relating to such city) in which the Company on the Termination Date engages in any element of the Business (the “Territory”); provided, however, that nothing contained herein shall be construed to prevent Employee from investing in the outstanding stock of any competing corporation class of equity in the companies listed on a national securities exchange Schedule A; and (b) role as board member or traded in advisor to the over-the-counter marketfollowing companies: Kustomer, but only if Employee is not involved in Inc. and Wander Hotel Parent LLC. For purposes of this Section 7.3, the business of said corporation and if Employee and his associates (as such term is defined in Regulation 14(A) promulgated under the Securities Exchange Act of 1934, as in effect on the date hereof), collectively, do not own more than an aggregate of 3% of the capital stock of a corporation owned by Founder shall not include the capital stock of a corporation owned of record by a mutual fund or similar investment vehicle, provided that Founder does not exercise a controlling interest or exercise control over investment decisions of such corporation. With respect to the Territory, Employee specifically acknowledges that the Company intends to expand the Business into and throughout the United Statesmutual fund or investment vehicle.

Non-Compete. Employee Executive hereby agrees that for a period commencing on the date hereof and ending on the Termination Dateduring Executive’s employment with Parent, Symbion or any of their Subsidiaries, and thereafter, through the later of (a) the period ending on the first anniversary of the Termination Date or (b) the period ending at the conclusion of the Severance Period (collectively, the “Restrictive Period”), he she shall not, directly or indirectly, as employee, agent, consultant, stockholder, director, co-partner or in any other individual or representative capacity, own, operate, manage, control, engage in, invest in or participate in any manner in, act as a consultant or advisor to, render services for (alone or in association with any person, firm, corporation or entity), or otherwise assist any person or entity (other than the CompanyParent and its Subsidiaries) that engages in or owns, invests in, operates, manages or controls any venture or enterprise that directly or indirectly engages or proposes is actively developing or attempting to engage develop in any element of the Business anywhere within a 10050-mile radius of the Chicago Nashville metropolitan area or within a 10050-mile radius of any area (or in the event such area is a major city, the metropolitan area relating to such city) in which the Company Parent, Symbion or any of their Subsidiaries on the Termination Date actively engages or is actively developing or attempting to develop in any element of the Business (the “Territory”); provided, however, that nothing contained herein shall be construed to prevent Employee Executive from investing in the stock of any competing corporation listed on a national securities exchange or traded in the over-the-counter market, but only if Employee Executive is not involved in the business of said corporation and if Employee Executive and his her associates (as such term is defined in Regulation 14(A) promulgated under the Securities Exchange Act of 1934, as in effect on the date hereof), collectively, do not own more than an aggregate of 3% of the stock of such corporation. With respect to the Territory, Employee Executive specifically acknowledges that the Company intends Parent and its Subsidiaries intend to expand the Business into and throughout the United States.

Non-Compete. Employee hereby agrees that for a period commencing on the date hereof and ending two years following the termination or expiration of Employee's employment with the Company (the "Restricted Period"), except on the Termination Date, and thereafter, through the later of (a) the period ending on the first anniversary behalf of the Termination Date or (b) the period ending at the conclusion of the Severance Period (collectivelyCompany and its affiliates in accordance with this Agreement, the “Restrictive Period”), he Employee shall not, directly or indirectly, as employee, agent, consultant, stockholder, director, co-partner or in any other individual or representative capacity, own, operate, manage, control, engage in, invest in or participate in any manner in, act as a consultant or advisor to, render services for (alone or in association with any person, firm, corporation or entity), or otherwise assist any person or entity (other than the Company) that engages in or owns, invests in, operates, manages or controls any venture or enterprise that directly or indirectly engages or proposes to engage in any element of the Business anywhere within a 100-mile radius of the Chicago metropolitan area or within a 100-mile radius of any area (or in the event such area is a major cityBusiness, the metropolitan area relating to such city) Yellow Pages Business or any other business in which the Company on or its affiliates are or become engaged at any time prior to the Termination Date engages termination of Employee's employment with the Company ("Other Business") anywhere in or into the United States (it being understood that the Business, the Yellow Pages Business and any element Other Business are not limited to any particular region of the Business United States and that such businesses may be engaged in effectively from any location) (the “"Territory”"); provided, however, that nothing contained herein shall be construed to prevent Employee from investing in the stock of any competing corporation listed on a national securities exchange or traded in the over-the-counter market, but only if Employee is not involved in the business of said corporation and if Employee and his Employee, Employee's associates (as such term is defined in Regulation 14(A) promulgated under the Securities Exchange Act of 1934, as in effect on the date hereof), collectively, do not own more than an aggregate of 3% of the stock of such corporation. With respect to the Territory, Employee specifically acknowledges that the Company intends to expand the Business into and throughout the United States.term

Non-Compete. Employee Executive hereby agrees that for a period commencing on the date hereof and ending on the Termination Date, and thereafter, through the later of (a) the period ending on the first anniversary of the Termination Date or (b) the period ending at the conclusion of the Severance Period (collectively, the “Restrictive Period”), he shall not, directly or indirectly, as employee, agent, consultant, stockholder, director, co-partner or in any other individual or representative capacity, own, operate, manage, control, engage in, invest in or participate in any manner in, act as a consultant or advisor to, render services for (alone or in association with any person, firm, corporation or entity), or otherwise assist any person or entity (other than the CompanyParent and its Subsidiaries) that engages in or owns, invests in, operates, manages or controls any venture or enterprise that directly or indirectly engages or proposes is actively developing or attempting to engage develop in any element of the Business anywhere within a 10050-mile radius of the Chicago Nashville metropolitan area or within a 10050-mile radius of any area (or in the event such area is a major city, the metropolitan area relating to such city) in which the Company Parent, Symbion or any of their Subsidiaries on the Termination Date actively engages or is actively developing or attempting to develop in any element of the Business (the “Territory”); provided, however, that nothing contained herein shall be construed to prevent Employee Executive from investing in the stock of any competing corporation listed on a national securities exchange or traded in the over-the-counter market, but only if Employee Executive is not involved in the business of said corporation and if Employee Executive and his associates (as such term is defined in Regulation 14(A) promulgated under the Securities Exchange Act of 1934, as in effect on the date hereof), collectively, do not own more than an aggregate of 3% of the stock of such corporation. With respect to the Territory, Employee Executive specifically acknowledges that the Company intends Parent and its Subsidiaries intend to expand the Business into and throughout the United States.

Non-Compete. Employee hereby agrees that for a period commencing on the date hereof and ending on the Termination DateDate (regardless of the reason for termination), and thereafter, through the later of (a) the period ending on the first anniversary of the Termination Date or (b) the period ending at the conclusion of the Severance Period (collectively, the “Restrictive Period”), he Employee shall not, directly or indirectly, in an executive or managerial capacity, as employee, agent, consultant, stockholder, director, co-partner or in any other individual or representative capacity, own, operate, manage, control, engage in, invest in or participate in any manner in, act as a consultant or advisor to, render services for (alone or in association with any person, firm, corporation or entity), or otherwise assist any person or entity (other than the Company) that engages in or owns, invests in, operates, manages or controls any venture or enterprise that directly or indirectly engages or proposes to engage in any element of the Business anywhere within a 100000-mile radius of the Chicago metropolitan area xxxx xxxxxx xx Xxxxxxxxxx, XX or within a 100-mile radius of 8 EAST\126731563.1 7/26/16 any area (or in the event such area is a major city, the metropolitan area relating to such city) municipality in which the Company on the Termination Date engages in any element of the Business (the “Territory”); provided, however, that nothing contained herein shall be construed to prevent Employee from investing in the stock of any competing corporation listed on a national securities exchange or traded in the over-the-counter over‑the‑counter market, but only if Employee is not involved in the business of said corporation and if Employee and his Employee’s associates (as such term is defined in Regulation 14(A) promulgated under the Securities Exchange Act of 1934, as in effect on the date hereof), collectively, do not own more than an aggregate of 3% of the stock of such corporation. With respect to the Territory, Employee specifically acknowledges that the Company intends to expand operates the Business into and throughout the United States.

Non-Compete. Employee Except as specifically agreed between Executive and the Chief Executive Officer of the Company, Executive hereby agrees that for a period commencing on ending twelve (12) months after the date hereof and ending on the Termination Date, and thereafter, through the later of Retirement Date (a) the period ending on the first anniversary of the Termination Date or (b) the period ending at the conclusion of the Severance Period (collectively, the “Restrictive Period”), he shall not, directly or indirectly, as employee, agent, consultant, stockholder, director, co-partner or in any other individual or representative capacity, own, operate, manage, control, engage in, invest in or participate in any manner in, act as a consultant or advisor to, render services for (alone or in association with any person, firm, corporation or entity), or otherwise assist any person or entity (other than the CompanyCompany and its Affiliates) that engages in or owns, invests in, operates, manages or controls any venture or enterprise that directly or indirectly engages or proposes is actively developing or attempting to engage develop in any element of the Business anywhere within a 10050-mile radius of the Chicago Nashville, Tennessee metropolitan area or within a 10050-mile radius of any area (or in the event such area is a major city, the metropolitan area relating to such city) in which the Company or any of its Affiliates on the Termination Date actively engages or is actively developing or attempting to develop in any element of the Business (the “Territory”); provided, however, that nothing contained herein shall be construed to prevent Employee Executive from investing in the stock of any competing corporation listed on a national securities exchange or traded in the over-the-counter market, but only if Employee Executive is not involved in the business of said corporation and if Employee Executive and his associates (as such term is defined in Regulation 14(A) promulgated under the Securities Exchange Act of 1934, as in effect on the date hereof), collectively, do not own more than an aggregate of 3% of the stock of such corporation. With respect to the Territory, Employee Executive specifically acknowledges that the Company intends and its Affiliates intend to expand the Business into and throughout the United States. Notwithstanding the foregoing, the activity proscribed by this Section 5(a) shall not constitute a violation of this Section where performed for (x) an entity where no more than a de minimis amount of revenue is derived from a business that is competitive with the business of the Company or any of its Affiliates; or (y) an entity that derives no more than $100 million in revenue from one or more divisions, departments or segments, in the aggregate, that are engaged in any business competitive with the business of the Company or any of its Affiliates; provided, that in either case, you are not responsible for (and do not engage or participate in) the day-to-day management, oversight or supervision of such business and provided you do not have direct supervision over the individual or individuals who are so responsible for such day-to-day management, oversight or supervision.

Non-Compete. Employee Executive hereby agrees that for a period commencing on the date hereof and ending on the Termination Date, and thereafter, through the later of (a) the period ending on the first anniversary of twelve (12) months after the Termination Date or (b) the period ending at the conclusion of the Severance Period (collectively, the “Restrictive Period”), he shall not, directly or indirectly, as employee, agent, consultant, stockholder, director, co-partner or in any other individual or representative capacity, own, operate, manage, control, engage in, invest in or participate in any manner in, act as a consultant or advisor to, render services for (alone or in association with any person, firm, corporation or entity), or otherwise assist any person or entity (other than the CompanyCompany and its Subsidiaries) that engages in or owns, invests in, operates, manages or controls any venture or enterprise that directly or indirectly engages or proposes is actively developing or attempting to engage develop in any element of the Business anywhere within a 10050-mile radius of the Chicago Nashville, Tennessee metropolitan area or within a 10050-mile radius of any area (or in the event such area is a major city, the metropolitan area relating to such city) in which the Company or any of its Subsidiaries on the Termination Date actively engages or is actively developing or attempting to develop in any element of the Business (the “Territory”); provided, however, that nothing contained herein shall be construed to prevent Employee Executive from investing in the stock of any competing corporation listed on a national securities exchange or traded in the over-the-counter market, but only if Employee Executive is not involved in the business of said corporation and if Employee Executive and his associates (as such term is defined in Regulation 14(A) promulgated under the Securities Exchange Act of 1934, as in effect on the date hereof), collectively, do not own more than an aggregate of 3% of the stock of such corporation. With respect to the Territory, Employee Executive specifically acknowledges that the Company intends and its Subsidiaries intend to expand the Business into and throughout the United States. Notwithstanding the foregoing, the activity proscribed by this Section 8(a) shall not constitute a violation of this Section 8(a) where performed for (x) an entity where no more than a de minimis amount of revenue is derived from a business that is competitive with the business of the Company or any of its Affiliates; or (y) an entity that derives no more than $100 million in revenue from one or more divisions, departments or segments, in the aggregate, that are engaged in any business competitive with the business of the Company or any of its Affiliates; provided, that in either case, you are not responsible for (and do not engage or participate in) the day-to-day management, oversight or supervision of such business and provided you do not have direct supervision over the individual or individuals who are so responsible for such day-to-day management, oversight or supervision.

Non-Compete. Employee hereby agrees that The "Restricted Period" for a purposes of this Agreement shall be the period of time commencing on the date hereof and ending on the Termination Date, and thereafter, through the later of (a) the period ending on the first second anniversary of the Termination Date or (b) the period ending at the conclusion effective date of the Severance termination of Employee's employment by either Anicom or Employee, for any reason, provided that Anicom may not terminate Employee's employment hereunder during the Initial Employment Period without "Cause" (collectivelyas defined in Section 7(d)). Employee hereby agrees that at all times during the Restricted Period, the “Restrictive Period”), he Employee shall not, directly or indirectly, as employee, agent, consultant, stockholder, director, co-partner or in any other individual or representative capacity, own, operate, manage, control, engage in, invest in or participate in any manner in, act as a consultant or advisor to, render services for (alone or in association with any person, firm, corporation or entity), or otherwise assist any person or entity (other than the Company) that engages in or owns, invests in, operates, manages or controls any venture or enterprise that directly or indirectly engages or proposes to engage in any element of the Business anywhere within a 100-mile radius thirty (30) miles of any office of Anicom or Purchaser existing as of the Chicago metropolitan area or within a 100-mile radius earlier of any area the date of determination and the effective date of the termination of Employee's employment (or in the event such area is a major citycollectively, the metropolitan area relating to such city) in which the Company on the Termination Date engages in any element of the Business (the “"Territory”"); provided, however, that nothing contained herein shall be construed to prevent Employee from (i) engaging in a business in which the sale of wire and cable is ancillary to the conduct of the business and such business does not compete with Anicom, or (fi) investing in the stock of any competing corporation listed on a national securities exchange or traded in the over-the-counter market, but only if Employee is not involved in the business of said corporation and if Employee and his associates "associates" (as such term is defined in Regulation 14(A) 14A promulgated under the Securities Exchange Act of 1934, as in effect on the date hereof), collectively, do not own more than an aggregate of 3% two percent of the stock of such corporation. With respect to the Territory, Employee specifically acknowledges that the Company intends to expand the Business into and throughout the United States.

Non-Compete. Employee Executive hereby agrees that for a period commencing on the date hereof and ending on the Termination Date, and thereafter, through the later of (a) the period ending on the first anniversary of twelve (12) months after the Termination Date or (b) the period ending at the conclusion of the Severance Period (collectively, the “"Restrictive Period”"), he she shall not, directly or indirectly, as employee, agent, consultant, stockholder, director, co-partner or in any other individual or representative capacity, own, operate, manage, control, engage in, invest in or participate in any manner in, act as a consultant or advisor to, render services for (alone or in association with any person, firm, corporation or entity), or otherwise assist any person or entity (other than the CompanyCompany and its Subsidiaries) that engages in or owns, invests in, operates, manages or controls any venture or enterprise that directly or indirectly engages or proposes is actively developing or attempting to engage develop in any element of the Business anywhere within a 10050-mile radius of the Chicago Nashville, Tennessee metropolitan area or within a 100SO-mile radius of any area (or in the event such area is a major city, the metropolitan area relating to such city) in which the Company or any of its Subsidiaries on the Termination Date actively engages or is actively developing or attempting to develop in any element of the Business (the “"Territory”''); provided, however, that nothing contained herein shall be construed to prevent Employee Executive from investing in the stock of any competing corporation listed on a national securities exchange or traded in the over-the-counter market, but only if Employee Executive is not involved in the business of said corporation and if Employee Executive and his her associates (as such term is defined in Regulation 14(A) promulgated under the Securities Exchange Act of 1934, as in effect on the date hereof), collectively, do not own more than an aggregate of 3% of the stock of such corporation. With respect to the Territory, Employee Executive specifically acknowledges that the Company intends and its Subsidiaries intend to expand the Business into and throughout the United States.