Common use of Non-Compete Clause in Contracts

Non-Compete. During the Restricted Period, the Executive shall not (A) engage, anywhere within the Territory (as hereinafter defined), as an officer, director or in any other managerial capacity or as an owner, co-owner or other investor or creditor in or of, whether as an employee, independent contractor, consultant or advisor, in any business selling or providing any services which are sold or offered by the Company, within the territory surrounding each office or fabrication facility (each a "FACILITY") at which the Executive was employed by the Company within the three-year period immediately preceding the date of the Executive's termination of employment (for purposes of this Section 4.1, the territory surrounding a facility shall be: (1) the city, town or village in which the facility is located, (2) the county or parish in which the facility is located, (3) the counties or parishes contiguous to the county or parish in which the facility is located and (4) the area located within 100 miles of the facility, all of such locations being herein collectively called the "TERRITORY"), or (B) call on any person or entity that at the time is, or at any time within one year prior to the date of termination of the Executive's employment was, a customer of the Company, for the purpose of soliciting or selling any product or service which is then sold or offered within the Territory by the Company if the Executive has knowledge of that customer relationship; PROVIDED, HOWEVER, that nothing in this Section 4.1.1 shall prohibit the Executive from owning, directly or indirectly, solely as an investment, securities of any entity traded on any national securities exchange or over-the-counter market if the Executive is not a controlling person of, or a member of a group which controls, such entity and does not, directly or indirectly, own one percent or more of any class of securities of such entity. As used in this Section 4, the term "RESTRICTED PERIOD" means the period beginning on the Commencement Date and ending: (i) if during the Employment Term the Executive's employment terminates as a result of (a) a termination for Cause under Section 5.2 or (b) the Executive's voluntary resignation, the fourth anniversary of the Commencement Date; (ii) if during the Employment Term the Executive's employment terminates as a result of (a) a termination without Cause under Section 5.3 or (b) a termination for disability under Section 5.4, the expiration of the Total Severance Benefit Period (as defined in Section 5.5); or (iii) if after the Employment Term the Executive's employment terminates for any reason, the latest to occur of (a) the fourth anniversary of the Commencement Date if he is not eligible for severance benefits under Section 5.5 or (b) the expiration of the Severance Benefit Period if the Executive is eligible for severance benefits under Section 5.5.

Non-Compete. During (a) In the Restricted event the Employment Period is terminated under paragraphs 4(b) or 4(c) above, then the non-compete provisions of this paragraph 5 will apply to Employee. In the event the Employment Period is otherwise terminated, such as without Cause, then no part of this paragraph 5 will apply to Employee. (b) Employee recognizes and acknowledges that by virtue of accepting employment hereunder, Employee will acquire valuable training and knowledge, enhance Employee’s professional skills and experience, and learn proprietary trade secrets and Confidential Information of the Company. In consideration of the foregoing and this employment contract, Employee agrees that during the Employment Period and for one (1) year thereafter (the “Non-Compete Period, the Executive shall not (A) engage, anywhere within the Territory (as hereinafter defined”), Employee will not directly or indirectly (whether as an officeremployee, director director, owner, stockholder, consultant, partner (limited or general) or otherwise) own, manage, control, participate in, consult with, advertise on behalf of, render services for or in any other managerial capacity or as an owner, co-owner or other investor or creditor in or of, whether as an employee, independent contractor, consultant or advisor, manner engage in any competitive business selling of soliciting or providing any computer, technology, IT, consulting or any other services which are sold and/or products of any type whatsoever to any federal, state and/or local governments and/or to any existing or offered by targeted customers or clients of the Company, with the term “targeted” meaning customers or clients that the Company has contacted within the territory surrounding each office last 12 months or fabrication facility (each included in a "FACILITY") at which the Executive was employed by sales or strategic plan of the Company within the three-year period immediately preceding the date of the Executive's termination of employment (for purposes of this Section 4.1, the territory surrounding a facility shall be: (1) the city, town or village in which the facility is located, (2) the county or parish in which the facility is located, (3) the counties or parishes contiguous to the county or parish in which the facility is located and (4) the area located within 100 miles of the facility, all of such locations being herein collectively called the "TERRITORY"), or (B) call on any person or entity that at the time is, or at any time within one year prior to the date of termination of the Executive's employment was, a customer Employment Period; nor shall Employee solicit any other Person to engage in any of the Companyforegoing activities or knowingly request, for induce or attempt to influence any then existing or targeted customers, clients or suppliers of the purpose Company to curtail any business they are currently, or in the last 24 months have been, transacting with the Company (the “Non-Compete). Nothing herein will prevent Employee from being a passive owner of soliciting or selling not more than 1% of the outstanding stock of any product or service class of a corporation which is then sold or offered within the Territory by engaged in a competitive business of the Company if and which is publicly traded, so long as Employee has no participation in the Executive has knowledge business of that customer relationship; PROVIDEDsuch corporation. Furthermore, HOWEVERduring the Non-Compete Period, that nothing in this Section 4.1.1 Employee shall prohibit not, without the Executive from owningCompany’s prior written consent, directly or indirectly, solely as an investmentknowingly solicit or encourage or attempt to influence any existing employee or recruit to leave or discourage their employment with the Company. Employee agrees that the restraint imposed under this paragraph 5 is reasonable and not unduly harsh or oppressive. (c) If, securities at the time of enforcement of any entity traded on any national securities exchange provision of paragraph 5(b) above, a court or over-the-counter market if arbitrator holds that the Executive is not a controlling person ofrestrictions stated therein are unreasonable or unenforceable under circumstances then existing, the Company and Employee agree that the maximum period, scope, or geographical area reasonable or permissible under such circumstances will be substituted for the stated period, scope or area. (d) Since a member material purpose of this Agreement is to protect the Company’s investment in the Employee and to secure the benefits of Employee’s background and general experience in the industry, the parties hereto agree and acknowledge that money damages may not be an adequate remedy for any breach of the provisions of this paragraph 5. Therefore, in the event of a group which controls, such entity and does not, directly or indirectly, own one percent or more breach by Employee of any class of securities the provisions of such entity. As used in this Section 4paragraph 5, the term "RESTRICTED PERIOD" means the period beginning on the Commencement Date Company, or its successors or assigns may, in addition to other rights and ending: (i) if during the Employment Term the Executive's employment terminates as a result remedies existing in its favor, apply to any court of (a) a termination law or equity of competent jurisdiction for Cause under Section 5.2 specific performance and/or injunctive or (b) the Executive's voluntary resignation, the fourth anniversary other relief in order to enforce or prevent any violations of the Commencement Date; (ii) if during the Employment Term the Executive's employment terminates as a result provisions of (a) a termination without Cause under Section 5.3 or (b) a termination for disability under Section 5.4, the expiration of the Total Severance Benefit Period (as defined in Section 5.5); or (iii) if after the Employment Term the Executive's employment terminates for any reason, the latest to occur of (a) the fourth anniversary of the Commencement Date if he is not eligible for severance benefits under Section 5.5 or (b) the expiration of the Severance Benefit Period if the Executive is eligible for severance benefits under Section 5.5this Agreement.

Non-Compete. During your employment with the Restricted PeriodCompany and its affiliates, the Executive shall not (A) engage, anywhere within the Territory (as hereinafter defined), as an officer, director or in and if your employment terminates for any other managerial capacity or as an owner, co-owner or other investor or creditor in or ofreason, whether as an employeeduring or after the Term, independent contractorincluding your voluntary resignation or retirement, consultant for a period of time equal to the Severance Period defined in Section 4.2.2 (whether or advisornot you are eligible for or receive any severance benefits under Section 4.2.2) or, in any business selling or providing any services which if you are sold or offered by the Companyemployed at will, within the territory surrounding each office or fabrication facility (each a "FACILITY") at which the Executive was employed by the Company within the three-year period immediately preceding the date of the Executive's 12 months after your termination of employment for any reason (for purposes of this Section 4.1, the territory surrounding a facility shall be: (1) the city, town or village in which the facility is located, (2) the county or parish in which the facility is located, (3) the counties or parishes contiguous to the county or parish in which the facility is located and (4) the area located within 100 miles of the facility, all of such locations being herein collectively called the "TERRITORY"“Non-compete Period”), or (B) call on any person or entity that at the time is, or at any time within one year prior to the date of termination of the Executive's employment was, a customer of the Company, for the purpose of soliciting or selling any product or service which is then sold or offered within the Territory by the Company if the Executive has knowledge of that customer relationship; PROVIDED, HOWEVER, that nothing in this Section 4.1.1 you shall prohibit the Executive from owning, directly or indirectly, solely as an investment, securities of any entity traded on any national securities exchange or over-the-counter market if the Executive is not a controlling person of, or a member of a group which controls, such entity and does not, directly or indirectly, own without the prior written consent of the Chief Executive Officer of the Company, render any services to, or act in any capacity for, any Competitive Entity, or acquire any interest of any type in any Competitive Entity; provided, however, that the foregoing shall not be deemed to prohibit you from acquiring, (a) solely as an investment and through market purchases, securities of any Competitive Entity which are registered under Section 12(b) or 12(g) of the Securities Exchange Act of 1934 and which are publicly traded, so long as you are not part of any control group of such Competitive Entity and such securities, including converted securities, do not constitute more than one percent or more (1%) of the outstanding voting power of that entity and (b) securities of any class Competitive Entity that are not publicly traded, so long as you are not part of securities any control group of such Competitive Entity and such securities, including converted securities, do not constitute more than three percent (3%) of the outstanding voting power of that entity. As used in this Section 4For purposes of the foregoing, the term "RESTRICTED PERIOD" means the period beginning on the Commencement Date and ending: following shall be deemed to be a Competitive Entity: (i) if during the Employment Term the Executive's employment terminates as any United States based entity a result of (a) a termination for Cause under Section 5.2 or (b) the Executive's voluntary resignation, the fourth anniversary material portion of the Commencement Date; business of which is any line of business that comprises a material portion of the business in which the Company engages in, conducts or, to your knowledge, has definitive plans to engage in or conduct and that the Company reasonably expects will comprise a material portion of its business within the succeeding 12 months, whether that business is conducted directly by such entity or a subsidiary of such entity (a “Covered Business”); provided that, you may be employed by or provide services to an ultimate parent company that owns a subsidiary which is materially engaged in a Covered Business, so long as you demonstrate to the Company’s reasonable satisfaction (e.g. represent and warrant to the Company in writing and describe the nature of your responsibilities) that you do not and will not, directly or indirectly, provide any services or advice to, have any responsibility for, or supervision of, any subsidiary materially engaged in a Covered Business, (ii) if during any entity which has a material commercial relationship with the Employment Term Company and could reasonably derive a material unfair advantage in dealings with the Executive's employment terminates as a result Company because of (a) a termination without Cause under Section 5.3 confidential information you possess about the Company’s products, services, business strategies, financial condition, terms of agreements or (b) a termination for disability under Section 5.4other information, the expiration of the Total Severance Benefit Period (as defined in Section 5.5); or or (iii) if after any operating business that is engaged in or conducted by the Employment Term Company as to which, to your knowledge, the Executive's Company covenants, in writing, not to compete with in connection with the disposition of such business; provided that, this Section 8.4 (iii) shall only apply during your active employment terminates with the Company and its affiliates. In evaluating any requests for written consent of the Chief Executive Officer of the Company to be relieved, in whole or in part, of your obligations under this Section 8.4, the Chief Executive Officer shall consider the nature of your position with the Company, the confidential and proprietary information to which you were privy during the course of your employment with the Company, the nature of the employment and position you are seeking with a Competitive Entity, the extent to which you can perform services for any reasonsuch Competitive Entity without disclosing, the latest to occur of (a) the fourth anniversary using or putting at risk any trade secrets or confidential, proprietary information of the Commencement Date if he is not eligible for severance benefits under Section 5.5 or (b) Company, and any other relevant factors, in all instances looking to make decisions that reasonably and properly protect the expiration trade secrets and other confidential, proprietary information of the Severance Benefit Period if the Executive is eligible for severance benefits under Section 5.5Company.

Non-Compete. During Employee hereby agrees that during the Restricted PeriodEmployment ------------ Period and through the period ending with the first anniversary of the last day of the Employment Period (collectively, the Executive "RESTRICTIVE PERIOD"), he shall not (A) engage, anywhere within except on behalf of the Territory (as hereinafter definedCompany during the Employment Period), for any reason whatsoever, directly or indirectly, whether individually or as an officer, director or in any other managerial capacity or as an director, shareholder, owner, co-owner or other investor or creditor in or ofpartner, whether as an joint venturer, employee, independent contractor, consultant or advisoradvisor to or of any entity, or in any other capacity: (i) engage, participate or invest in any business which is competitive with the Restricted Business anywhere in the United States of America (the "Territory"); provided, however, that nothing contained herein shall be construed to prevent Employee from investing in up to 2% of the outstanding stock of any competing corporation that is widely-traded and listed on a 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, (ii) sell or provide any competitive products or services to, or solicit for the purpose of selling or providing any competitive products or services which are sold or offered by the Companyto, within the territory surrounding each office or fabrication facility (each a "FACILITY") at which the Executive was employed by the Company within the three-year period immediately preceding the date of the Executive's termination of employment (for purposes of this Section 4.1, the territory surrounding a facility shall be: (1) the city, town or village in which the facility is located, (2) the county or parish in which the facility is located, (3) the counties or parishes contiguous to the county or parish in which the facility is located and (4) the area located within 100 miles of the facility, all of such locations being herein collectively called the "TERRITORY"), or (B) call on any person or entity that at the time is, or at any time within one year prior to the date of termination of the Executive's employment was, was a customer of the Company at any time during the one-year period ending on the last day of the Employment Period (the "Termination Date") or that was actively being solicited by the Company to become a customer of the Company at any time during such 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 soliciting entering into, an Acquisition Transaction with any entity with respect to which Company for made an offer or selling any product proposal for, or service which is then sold entered into discussions or offered negotiations for, or evaluated with the intent of making a proposal for, an Acquisition Transactions, within the Territory by six-month period immediately preceding the Company if the Executive has knowledge of that customer relationship; PROVIDED, HOWEVER, that nothing in this Section 4.1.1 shall prohibit the Executive from owning, directly or indirectly, solely as an investment, securities of any entity traded on any national securities exchange or over-the-counter market if the Executive is not a controlling person of, or a member of a group which controls, such entity and does not, directly or indirectly, own one percent or more of any class of securities of such entity. As used in this Section 4, the term "RESTRICTED PERIOD" means the period beginning on the Commencement Date and ending: (i) if during the Employment Term the Executive's employment terminates as a result of (a) a termination for Cause under Section 5.2 or (b) the Executive's voluntary resignation, the fourth anniversary of the Commencement Termination Date; (ii) if during the Employment Term the Executive's employment terminates as a result of (a) a termination without Cause under Section 5.3 or (b) a termination for disability under Section 5.4, the expiration of the Total Severance Benefit Period (as defined in Section 5.5); or (iii) if after the Employment Term the Executive's employment terminates for any reason, the latest to occur of (a) the fourth anniversary of the Commencement Date if he is not eligible for severance benefits under Section 5.5 or (b) the expiration of the Severance Benefit Period if the Executive is eligible for severance benefits under Section 5.5.

Non-Compete. During For a period commencing on the Commencement Date and ending (i) if this Agreement is terminated pursuant to its Section 5.3, on the effective date of the Executive's termination or (ii) otherwise, on the third anniversary of the date this Agreement is otherwise terminated (the "Restricted Period"), the Executive shall not (A) engage, anywhere within the Territory (as hereinafter defined), as an officer, director or in any other managerial capacity or as an owner, co-owner or other investor of or creditor in or ofin, whether as an employee, independent contractor, consultant or advisor, or as a sales or manufacturer's representative or distributor of any kind, in any business selling any products or providing any services which are sold or offered by the Company, or any of its then current vendors or suppliers, on the date the Executive's employment is terminated, within the any territory surrounding each any sales office or fabrication facility regional center (each a "FACILITYfacility") at in which the Executive Company was employed by the Company within the three-year period engaged in business immediately preceding prior to the date of the Executive's termination of employment (for purposes of this Section 4.1, the territory surrounding a facility shall be: (1) the city, town or village in which the facility is located, (2) the county or parish in which the facility is located, (3) the counties or parishes contiguous to the county or parish in which the facility is located and located, (4) the area located within 100 miles of the facilityfacility and (5) the area in which the facility regularly makes sales or provides services, all of such locations being herein collectively called the "TERRITORYTerritory"), or (B) call on any person or entity that at the time is, or at any time within one year prior to the date of termination of the Executive's employment was, a customer of the CompanyCompany within the Territory, for the purpose of soliciting or selling any product or service which is then sold or offered within the Territory by the Company or any of its then current vendors or suppliers, if the Executive has knowledge of that customer relationship; PROVIDEDprovided, HOWEVERhowever, that nothing in this Section 4.1.1 shall prohibit the Executive from owning, directly or indirectly, solely as an investment, securities of any entity traded on any national securities exchange or over-the-counter market if the Executive is not a controlling person of, or a member of a group which controls, such entity and does not, directly or indirectly, own one five percent or more of any class of securities of such entity. As used in this Section 4, the term "RESTRICTED PERIOD" means the period beginning on the Commencement Date and ending: (i) if during the Employment Term the Executive's employment terminates as a result of (a) a termination for Cause under Section 5.2 or (b) the Executive's voluntary resignation, the fourth anniversary of the Commencement Date; (ii) if during the Employment Term the Executive's employment terminates as a result of (a) a termination without Cause under Section 5.3 or (b) a termination for disability under Section 5.4, the expiration of the Total Severance Benefit Period (as defined in Section 5.5); or (iii) if after the Employment Term the Executive's employment terminates for any reason, the latest to occur of (a) the fourth anniversary of the Commencement Date if he is not eligible for severance benefits under Section 5.5 or (b) the expiration of the Severance Benefit Period if the Executive is eligible for severance benefits under Section 5.5.

Non-Compete. (a) During the Restricted PeriodTerm of Employment and for a period of 12 months thereafter, the Executive shall not (A) engagenot, anywhere within directly or indirectly, except when acting on behalf of the Territory (as hereinafter defined), as an officer, director or in any other managerial capacity or as an owner, co-owner or other investor or creditor in or ofCompany, whether as an employee, independent contractorconsultant, consultant partner, principal, agent, distributor, representative, stockholder or advisorotherwise (except that he may be a stockholder of not more than a 1% equity interest in a public company), engage in any activities in any country world-wide in which the Company then conducts business selling or providing into which the Company then sells or otherwise distributes any services which of its products that are sold in competition with the businesses of the Company or offered any Subsidiary. For this purpose, a business shall be deemed to be in competition with the Company or any Subsidiary if such business involves the business then conducted by the CompanyCompany or any Subsidiary and during the Term of Employment was either being conducted by the Company or any Subsidiary or actively being developed during the Term of Employment by the Company or any Subsidiary. (b) During the Term of Employment and for a period of 12 months thereafter, the Executive shall not directly or indirectly (i) solicit any customer of the Company or any Subsidiary to do business with any business that is in competition with the Company or any Subsidiary within the territory surrounding each office meaning set forth in Section 12(a) above or fabrication facility (each a "FACILITY"ii) at which solicit any person, other than his secretary/administrative assistant who is employed by the Executive Company or any Subsidiary or who was employed by the Company or any Subsidiary within the three-year period immediately preceding the date of the Executive's termination of employment (for purposes of this Section 4.1, the territory surrounding a facility shall be: (1) the city, town or village in which the facility is located, (2) the county or parish in which the facility is located, (3) the counties or parishes contiguous to the county or parish in which the facility is located and (4) the area located within 100 miles of the facility, all 12 months of such locations being herein collectively called solicitation to (A) terminate his or her employment with the "TERRITORY")Company or any Subsidiary, or (B) call on accept employment with anyone other than the Company or any person Subsidiary or entity (C) in any manner interfere with the business of the Company or any Subsidiary. (c) The Executive acknowledges that the Company has no adequate remedy at law and would be irreparably harmed if he breaches or threatens to breach the time isprovisions of Section 13 or Section 14(a) or 14(b) above, and therefore agrees that the Company or at any time within one year prior Subsidiary, as the case may be, shall be entitled to injunctive relief, to prevent any breach or threatened breach of any of those provisions and to specific performance of the terms of each of such provisions in addition to any other legal or equitable remedy it may have. The Executive further agrees that he shall not, in any equity proceeding relating to the date enforcement of Section 13 or Section 14(a) or 14(b) above, raise the defense that the Company or any Subsidiary has an adequate remedy at law. Nothing in this Agreement shall be construed as prohibiting the Company or any Subsidiary from pursuing any other remedies at law or in equity that it may have or any other rights that it may have under any other agreement. (d) In the event of a termination of the Executive's employment waswithout Cause which entitles the Executive to the payments and benefits set forth in Section 10(d) above, a customer the provisions of Section 14(a) and 14(b) above shall be deemed applicable to the Executive for the period in which his Base Salary and other benefits are continued if such continuation period exceeds 12 months. (e) If it is determined that any of the Company, for the purpose provisions of soliciting or selling any product or service which is then sold or offered within the Territory by the Company if the Executive has knowledge of that customer relationship; PROVIDED, HOWEVER, that nothing in this Section 4.1.1 shall prohibit the Executive from owning, directly or indirectly, solely as an investment, securities of any entity traded on any national securities exchange or over-the-counter market if the Executive is not a controlling person of14, or a member any part thereof, is unenforceable because of a group which controlsthe duration or geographical scope of such provision, it is the intention of the parties that the duration or scope of such provision, as the case may be, shall be reduced so that such provision becomes enforceable and, in its reduced form, such entity provision shall then be enforceable and does not, directly or indirectly, own one percent or more of any class of securities of such entity. As used in this Section 4, the term "RESTRICTED PERIOD" means the period beginning on the Commencement Date and ending: (i) if during the Employment Term the Executive's employment terminates as a result of (a) a termination for Cause under Section 5.2 or (b) the Executive's voluntary resignation, the fourth anniversary of the Commencement Date; (ii) if during the Employment Term the Executive's employment terminates as a result of (a) a termination without Cause under Section 5.3 or (b) a termination for disability under Section 5.4, the expiration of the Total Severance Benefit Period (as defined in Section 5.5); or (iii) if after the Employment Term the Executive's employment terminates for any reason, the latest to occur of (a) the fourth anniversary of the Commencement Date if he is not eligible for severance benefits under Section 5.5 or (b) the expiration of the Severance Benefit Period if the Executive is eligible for severance benefits under Section 5.5shall be enforced.

Non-Compete. During the Restricted Period, the Executive shall not (A) engage, anywhere within the Territory (as hereinafter defined), as an owner, co-owner, investor, creditor, officer, director director, employee, independent contractor, consultant, advisor, or in any other managerial capacity or as an owner, co-owner or other investor or creditor in or of, whether as an employee, independent contractor, consultant or advisor, in any business selling or providing any services which are sold or offered by that is directly competitive with the CompanyBusiness, within the territory area surrounding each office or fabrication facility (each a "FACILITY"“Facility”) at which the Executive was employed by the Company within the threetwo-year period immediately preceding the date of the Executive's ’s termination of employment (for employment. For purposes of this Section 4.1, the territory area surrounding a facility Facility shall be: (1) the city, town or village in which the facility Facility is located, (2) the county or parish in which the facility Facility is located, (3) the counties or parishes contiguous to the county or parish in which the facility Facility is located and (4) the area located within 100 150 miles of the facilityFacility, all of such locations being herein collectively called the "TERRITORY")“Territory”, or (B) call on any person or entity that at the time is, or at any time within one one-year prior to the date of termination of the Executive's ’s employment was, a customer of the Company, for the purpose of soliciting or selling any product or service which is then sold or offered within the Territory by the Company if the Executive has knowledge of that customer relationship; PROVIDEDprovided, HOWEVERhowever, that nothing in this Section 4.1.1 shall prohibit the Executive from owning, directly or indirectly, solely as an investment, securities of any entity traded on any national securities exchange or over-the-counter market if the Executive is not a controlling person of, or a member of a group which controls, controls such entity and does not, directly or indirectly, own one percent or more of any class of securities of such entity. As used in this Section 4, the term "RESTRICTED PERIOD" “Restricted Period” means the period beginning on the Commencement Date and ending: (i) if during the Employment Term the Executive's employment terminates as a result of (a) a termination for Cause under Section 5.2 or (b) the Executive's voluntary resignation, the fourth anniversary of the Commencement Date; (ii) if during the Employment Term the Executive's employment terminates as a result of (a) a termination without Cause under Section 5.3 or (b) a termination for disability under Section 5.4, the expiration of the Total Severance Benefit Period (as defined in Section 5.5); or (iii) if after the Employment Term the Executive's employment terminates for any reason, the latest to occur of (a) the fourth anniversary of the Commencement Date if he is not eligible for severance benefits under Section 5.5 or (b) the expiration of the Severance Benefit Period if the Executive is eligible for severance benefits under Section 5.5.

Non-Compete. During your employment with the Restricted PeriodCompany and its affiliates, the Executive shall not (A) engage, anywhere within the Territory (as hereinafter defined), as an officer, director or in and if your employment terminates for any other managerial capacity or as an owner, co-owner or other investor or creditor in or ofreason, whether as an employeeduring or after the Term, independent contractorincluding your voluntary resignation or retirement, consultant for a period of time equal to the Severance Period defined in Section 4.2.2 (whether or advisornot you are eligible for or receive any severance benefits under Section 4.2.2) or, in any business selling or providing any services which if you are sold or offered by the Companyemployed at will, within the territory surrounding each office or fabrication facility six (each a "FACILITY"6) at which the Executive was employed by the Company within the three-year period immediately preceding the date of the Executive's months after your termination of employment for any reason (for purposes of this Section 4.1, the territory surrounding a facility shall be: (1) the city, town or village in which the facility is located, (2) the county or parish in which the facility is located, (3) the counties or parishes contiguous to the county or parish in which the facility is located and (4) the area located within 100 miles of the facility, all of such locations being herein collectively called the "TERRITORY"“Non-compete Period”), or (B) call on any person or entity that at the time is, or at any time within one year prior to the date of termination of the Executive's employment was, a customer of the Company, for the purpose of soliciting or selling any product or service which is then sold or offered within the Territory by the Company if the Executive has knowledge of that customer relationship; PROVIDED, HOWEVER, that nothing in this Section 4.1.1 you shall prohibit the Executive from owning, directly or indirectly, solely as an investment, securities of any entity traded on any national securities exchange or over-the-counter market if the Executive is not a controlling person of, or a member of a group which controls, such entity and does not, directly or indirectly, own without the prior written consent of the Chief Executive Officer render any services to, or act in any capacity for, any Competitive Entity, or acquire any interest of any type in any Competitive Entity; provided, however, that the foregoing shall not be deemed to prohibit you from acquiring, (a) solely as an investment and through market purchases, securities of any Competitive Entity which are registered under Section 12(b) or 12(g) of the Securities Exchange Act of 1934 and which are publicly traded, so long as you are not part of any control group of such Competitive Entity and such securities, including converted securities, do not constitute more than one percent or more (1%) of the outstanding voting power of that entity and (b) securities of any class Competitive Entity that are not publicly traded, so long as you are not part of securities any control group of such Competitive Entity and such securities, including converted securities, do not constitute more than three percent (3%) of the outstanding voting power of that entity. As used in this Section 4For purposes of the foregoing, the term "RESTRICTED PERIOD" means the period beginning on the Commencement Date and ending: following shall be deemed to be a Competitive Entity: (i) if during the Employment Term the Executive's employment terminates as any United States based entity a result of (a) a termination for Cause under Section 5.2 or (b) the Executive's voluntary resignation, the fourth anniversary material portion of the Commencement Date; business of which is any line of business that comprises a material portion of the business in which the Company engages in, conducts or, to your knowledge, has definitive plans to engage in or conduct and that the Company reasonably expects will comprise a material portion of its business within the succeeding 12 months, whether that business is conducted directly by such entity or a subsidiary of such entity (a “Covered Business”); provided that, you may be employed by or provide services to an ultimate parent company that owns a subsidiary which is materially engaged in a Covered Business, so long as you demonstrate to the Company’s reasonable satisfaction (e.g. represent and warrant to the Company in writing and describe the nature of your responsibilities) that you do not and will not, directly or indirectly, provide any services or advice to, have any responsibility for, or supervision of, any subsidiary materially engaged in a Covered Business, (ii) if during any entity which has a material commercial relationship with the Employment Term Company and could reasonably derive a material unfair advantage in dealings with the Executive's employment terminates as a result Company because of (a) a termination without Cause under Section 5.3 confidential information you possess about the Company’s products, services, business strategies, financial condition, terms of agreements or (b) a termination for disability under Section 5.4other information, the expiration of the Total Severance Benefit Period (as defined in Section 5.5); or or (iii) if after any operating business that is engaged in or conducted by the Employment Term Company as to which, to your knowledge, the Executive's Company covenants, in writing, not to compete with in connection with the disposition of such business; provided that, this Section 8.4 (iii) shall only apply during your active employment terminates with the Company and its affiliates. In evaluating any requests for written consent of the Chief Executive Officer of the Company to be relieved, in whole or in part, of your obligations under this Section 8.4, the Chief Executive Officer shall consider the nature of your position with the Company, the confidential and proprietary information to which you were privy during the course of your employment with the Company, the nature of the employment and position you are seeking with a Competitive Entity, the extent to which you can perform services for any reasonsuch Competitive Entity without disclosing, the latest to occur of (a) the fourth anniversary using or putting at risk any trade secrets or confidential, proprietary information of the Commencement Date if he is not eligible for severance benefits under Section 5.5 or (b) Company, and any other relevant factors, in all instances looking to make decisions that reasonably and properly protect the expiration trade secrets and other confidential, proprietary information of the Severance Benefit Period if the Executive is eligible for severance benefits under Section 5.5Company.

Non-Compete. During The Executive hereby agrees that during the Restricted Periodterm of this Agreement and for the period of one (1) year from the termination hereof, for any reason, the Executive shall not will not: (Aa) engageOwn, anywhere within the Territory (as hereinafter defined)manage, as an officer, director operate or in any other managerial capacity or as an owner, co-owner or other investor or creditor in or of, whether as an employee, independent contractor, consultant or advisor, in control any business selling or providing any services which are sold or offered by of the Companytype and character engaged in and competitive with the digital theater, within the territory surrounding each office or fabrication facility (each a "FACILITY") at which the Executive was employed by planetarium, and related businesses of the Company within the three-year period immediately preceding the date of the Executive's termination of employment (for or any subsidiary thereof. For purposes of this Section 4.115, the territory surrounding a facility shall be: (1) the city, town or village in which the facility is located, (2) the county or parish in which the facility is located, (3) the counties or parishes contiguous to the county or parish in which the facility is located and (4) the area located within 100 miles ownership of the facility, all of such locations being herein collectively called the "TERRITORY"), or (B) call on any person or entity that at the time is, or at any time within one year prior to the date of termination of the Executive's employment was, a customer of the Company, for the purpose of soliciting or selling any product or service which is then sold or offered within the Territory by the Company if the Executive has knowledge of that customer relationship; PROVIDED, HOWEVER, that nothing in this Section 4.1.1 shall prohibit the Executive from owning, directly or indirectly, solely as an investment, securities of any entity traded on any national securities exchange or over-the-counter market if the Executive is not a controlling person of, or a member in excess of a group which controls, such entity and does not, directly or indirectly, own one five percent or more (5%) of any class of securities of such entity. As used in this Section 4, a public company shall not be considered to be competition with the term "RESTRICTED PERIOD" means the period beginning on the Commencement Date and ending: (i) if during the Employment Term the Executive's employment terminates as a result of (a) a termination for Cause under Section 5.2 Company or (b) the Executive's voluntary resignation, the fourth anniversary of the Commencement Date; (ii) if during the Employment Term the Executive's employment terminates as a result of (a) a termination without Cause under Section 5.3 or (b) a termination for disability under Section 5.4, the expiration of the Total Severance Benefit Period (as defined in Section 5.5)any subsidiary thereof; or (iiib) if after Act as, or become employed as, an officer, director, employee, consultant or agent of any business of the Employment Term type and character engaged in and competitive with the Executive's digital theater, planetarium, and related businesses of the Company or any of its subsidiaries; or (c) Solicit any similar business to that of the digital theater, planetarium, and related businesses of the Company’s for, or sell any products that are in competition with the Company’s digital theater, planetarium, and related business products to, any company which is, as of the date hereof or through the Termination Date, a customer or client of the Company or any of its subsidiaries, or was such a customer or client thereof within two years prior to the Termination Date; or (d) Solicit the employment terminates for of (i) any reasonemployee of the Company or its subsidiaries that is an employee at anytime during this term of this Agreement or during the one year period following the termination of this Agreement, or (ii) any former employee of the Company or its subsidiaries who was employed by the Company or its subsidiaries during the one (1) year period preceding the Termination Date. (e) Notwithstanding the foregoing provisions of Section 15, the latest Executive shall have no obligations under this Section 15, and the Company covenants not to occur initiate litigation or any other dispute resolution mechanism involving this Section 15 if the Company fails to satisfy, in any respect, any of (a) the fourth anniversary of the Commencement Date if he is not eligible for severance benefits its obligations under Section 5.5 or (b13. This Section 15(e) the expiration of the Severance Benefit Period does not apply if the Executive there is eligible there is no obligation for severance benefits under Section 5.5a Termination Payment.

Non-Compete. During the Restricted PeriodThe Executive will not, the Executive shall not at any time during his employment and for a period of two (A2) engage, anywhere within the Territory (as hereinafter defined), as an officer, director or in any other managerial capacity or as an owner, co-owner or other investor or creditor in or of, whether as an employee, independent contractor, consultant or advisor, in any business selling or providing any services which are sold or offered by the Company, within the territory surrounding each office or fabrication facility (each a "FACILITY") at which the Executive was employed years following termination of employment by the Company within the three-year period immediately preceding the date of the Executive's termination of employment (for purposes of this Section 4.1, the territory surrounding a facility shall be: (1) the city, town or village in which the facility is located, (2) the county or parish in which the facility is located, (3) the counties or parishes contiguous to the county or parish in which the facility is located and (4) the area located within 100 miles of the facility, all of such locations being herein collectively called the "TERRITORY")Cause, or (B) call on any person or entity that at the time is, or at any time within one year prior to the date of termination of the Executive's employment was, a customer of the Company, for the purpose of soliciting or selling any product or service which is then sold or offered within the Territory by the Company if the Executive has knowledge of that customer relationship; PROVIDEDwithout Good Reason, HOWEVER, that nothing acting alone or in this Section 4.1.1 shall prohibit the Executive from owningconjunction with others, directly or indirectly, solely engage (either as an investmentowner, investor, partner, stockholder, lender, employer, employee, consultant, advisor, member, or director) in any aspect of residential homebuilding in the Geographic Region (defined below), including, but not limited to, any land acquisition, land development, entitlements or construction, marketing, sale, financing or management of any residential home building project (the “Business”), which shall include, but not be limited to, any Residential Project. For purposes of this paragraph, the term “Residential Project” shall mean any residential building project for which the Company has invested resources, performed due diligence, planned land development, initiated real estate acquisitions and/or conducted business during the Executive’s employment with the Company. The Executive acknowledges that in light of his position, duties and responsibilities with the Company, the Executive will have access to and be familiar with the Company’s Confidential Information and trade secrets for all such Residential Projects, and that this two (2) year non-compete provision is narrowly tailored and reasonable to protect the Company’s Confidential Information and trade secrets. For purposes of this paragraph, the term “Geographic Region” shall mean (i) any and all counties in any state in which the Company has engaged in the Business in the past or in which it is currently conducting the Business, which the Executive acknowledges includes, in Colorado, Arapahoe, Adams, Jefferson, El Paso and Xxxxxxx counties, and (ii) any and all other counties in any state that the Company engages in the Business in the future during the Executive’s employment with the Company. It is agreed that the ownership of not more than five percent of the equity securities of any entity traded company having securities listed on any national securities an exchange or regularly traded in the over-the-counter market if shall not be deemed inconsistent with this Section 9. It will not be a violation of this Section 9 or of Section 9(c) below for Executive to acquire, invest, manage, construct, develop or dispose of the Executive is not a controlling person ofExecutive’s investments in apartments for-rent, or a member of a group which controlsmulti-family properties, such entity and does notnon-residential real estate, directly or indirectlydirectly, own one percent or more of in any class of securities of such entity. As used in this Section 4, the term "RESTRICTED PERIOD" means the period beginning on the Commencement Date and ending: (i) if during the Employment Term the Executive's employment terminates as a result of (a) a termination for Cause under Section 5.2 or (b) the Executive's voluntary resignation, the fourth anniversary of the Commencement Date; (ii) if during the Employment Term the Executive's employment terminates as a result of (a) a termination without Cause under Section 5.3 or (b) a termination for disability under Section 5.4, the expiration of the Total Severance Benefit Period (as defined in Section 5.5); or (iii) if after the Employment Term the Executive's employment terminates for any reason, the latest to occur of (a) the fourth anniversary of the Commencement Date if he is not eligible for severance benefits under Section 5.5 or (b) the expiration of the Severance Benefit Period if the Executive is eligible for severance benefits under Section 5.5capacity.

Non-Compete. During For a period commencing on the Commencement Date and ending (i) if this Agreement is terminated pursuant to its Section 5.3, on the date which is one year from the effective date of the Executive's termination or (ii) otherwise, on the third anniversary of the date this Agreement is otherwise terminated (the "Restricted Period"), the Executive shall not (A) engage, anywhere within the Territory (as hereinafter defined), as an officer, director or in any other managerial capacity or as an owner, co-owner or other investor of or creditor in or ofin, whether as an employee, independent contractor, consultant or advisor, or as a sales or manufacturer's representative or distributor of any kind, in any business selling any products or providing any services which are sold or offered by the Company, or any of its then current vendors or suppliers, on the date the Executive's employment is terminated, within the any territory surrounding each any sales office or fabrication facility regional center (each a "FACILITYfacility") at in which the Executive Company was employed by the Company within the three-year period engaged in business immediately preceding prior to the date of the Executive's termination of employment (for purposes of this Section 4.1, the territory surrounding a facility shall be: (1A) the city, town or village in which the facility is located, (2B) the county or parish in which the facility is located, (3C) the counties or parishes contiguous to the county or parish in which the facility is located and located, (4D) the area located within 100 miles of the facilityfacility and (E) the area in which the facility regularly makes sales or provides services, all of such locations being herein collectively called the "TERRITORYTerritory"), or (B) call on any person or entity that at the time is, or at any time within one year prior to the date of termination of the Executive's employment was, a customer of the CompanyCompany within the Territory, for the purpose of soliciting or selling any product or service which is then sold or offered within the Territory by the Company or any of its then current vendors or suppliers, if the Executive has knowledge of that customer relationship; PROVIDEDprovided, HOWEVERhowever, that nothing in this Section 4.1.1 shall prohibit the Executive from owning, directly or indirectly, solely as an investment, securities of any entity traded on any national securities exchange or over-the-counter market if the Executive is not a controlling person of, or a member of a group which controls, such entity and does not, directly or indirectly, own one five percent or more of any class of securities of such entity. As used in this Section 4, the term "RESTRICTED PERIOD" means the period beginning on the Commencement Date and ending: (i) if during the Employment Term the Executive's employment terminates as a result of (a) a termination for Cause under Section 5.2 or (b) the Executive's voluntary resignation, the fourth anniversary of the Commencement Date; (ii) if during the Employment Term the Executive's employment terminates as a result of (a) a termination without Cause under Section 5.3 or (b) a termination for disability under Section 5.4, the expiration of the Total Severance Benefit Period (as defined in Section 5.5); or (iii) if after the Employment Term the Executive's employment terminates for any reason, the latest to occur of (a) the fourth anniversary of the Commencement Date if he is not eligible for severance benefits under Section 5.5 or (b) the expiration of the Severance Benefit Period if the Executive is eligible for severance benefits under Section 5.5.

Non-Compete. During your employment with the Restricted PeriodCompany and its affiliates, the Executive shall not (A) engage, anywhere within the Territory (as hereinafter defined), as an officer, director or in and if your employment terminates for any other managerial capacity or as an owner, co-owner or other investor or creditor in or ofreason, whether as an employeeduring or after the Term, independent contractorincluding your voluntary resignation or retirement, consultant for a period of time equal to the Severance Period defined in Section 4.2.2 (whether or advisornot you are eligible for or receive any severance benefits under Section 4.2.2) or, in any business selling or providing any services which if you are sold or offered by the Companyemployed at will, within the territory surrounding each office or fabrication facility (each a "FACILITY") at which the Executive was employed by the Company within the three-year period immediately preceding the date of the Executive's 12 months after your termination of employment for any reason (for purposes of this Section 4.1, the territory surrounding a facility shall be: (1) the city, town or village in which the facility is located, (2) the county or parish in which the facility is located, (3) the counties or parishes contiguous to the county or parish in which the facility is located and (4) the area located within 100 miles of the facility, all of such locations being herein collectively called the "TERRITORY"“Non-compete Period”), or (B) call on any person or entity that at the time is, or at any time within one year prior to the date of termination of the Executive's employment was, a customer of the Company, for the purpose of soliciting or selling any product or service which is then sold or offered within the Territory by the Company if the Executive has knowledge of that customer relationship; PROVIDED, HOWEVER, that nothing in this Section 4.1.1 you shall prohibit the Executive from owning, directly or indirectly, solely as an investment, securities of any entity traded on any national securities exchange or over-the-counter market if the Executive is not a controlling person of, or a member of a group which controls, such entity and does not, directly or indirectly, own without the prior written consent of the Chief Executive Officer, render any services to, or act in any capacity for, any Competitive Entity, or acquire any interest of any type in any Competitive Entity; provided, however, that the foregoing shall not be deemed to prohibit you from acquiring, (a) solely as an investment and through market purchases, securities of any Competitive Entity which are registered under Section 12(b) or 12(g) of the Securities Exchange Act of 1934 and which are publicly traded, so long as you are not part of any control group of such Competitive Entity and such securities, including converted securities, do not constitute more than one percent or more (1%) of the outstanding voting power of that entity and (b) securities of any class Competitive Entity that are not publicly traded, so long as you are not part of securities any control group of such Competitive Entity and such securities, including converted securities, do not constitute more than three percent (3%) of the outstanding voting power of that entity. As used in this Section 4For purposes of the foregoing, the term "RESTRICTED PERIOD" means the period beginning on the Commencement Date and ending: following shall be deemed to be a Competitive Entity: (i) if during the Employment Term the Executive's employment terminates as any United States based entity a result of (a) a termination for Cause under Section 5.2 or (b) the Executive's voluntary resignation, the fourth anniversary material portion of the Commencement Date; business of which is any line of business that comprises a material portion of the business in which the Company engages in, conducts or, to your knowledge, has definitive plans to engage in or conduct and that the Company reasonably expects will comprise a material portion of its business within the succeeding 12 months, whether that business is conducted directly by such entity or a subsidiary of such entity (a “Covered Business”); provided that, you may be employed by or provide services to an ultimate parent company that owns a subsidiary which is materially engaged in a Covered Business, so long as you demonstrate to the Company’s reasonable satisfaction (e.g. represent and warrant to the Company in writing and describe the nature of your responsibilities) that you do not and will not, directly or indirectly, provide any services or advice to, have any responsibility for, or supervision of, any subsidiary materially engaged in a Covered Business, (ii) if during any entity which has a material commercial relationship with the Employment Term Company and could reasonably derive a material unfair advantage in dealings with the Executive's employment terminates as a result Company because of (a) a termination without Cause under Section 5.3 confidential information you possess about the Company’s products, services, business strategies, financial condition, terms of agreements or (b) a termination for disability under Section 5.4other information, the expiration of the Total Severance Benefit Period (as defined in Section 5.5); or or (iii) if after any operating business that is engaged in or conducted by the Employment Term Company as to which, to your knowledge, the Executive's Company covenants, in writing, not to compete with in connection with the disposition of such business; provided that, this Section 8.4 (iii) shall only apply during your active employment terminates with the Company and its affiliates. In evaluating any requests for written consent of the Chief Executive Officer of the Company to be relieved, in whole or in part, of your obligations under this Section 8.4, the Chief Executive Officer shall consider the nature of your position with the Company, the confidential and proprietary information to which you were privy during the course of your employment with the Company, the nature of the employment and position you are seeking with a Competitive Entity, the extent to which you can perform services for any reasonsuch Competitive Entity without disclosing, the latest to occur of (a) the fourth anniversary using or putting at risk any trade secrets or confidential, proprietary information of the Commencement Date if he is not eligible for severance benefits under Section 5.5 or (b) Company, and any other relevant factors, in all instances looking to make decisions that reasonably and properly protect the expiration trade secrets and other confidential, proprietary information of the Severance Benefit Period if the Executive is eligible for severance benefits under Section 5.5Company.

Non-Compete. During (a) The Corporation and the Restricted PeriodExecutive acknowledge that: (i) the Corporation has a special interest in and derives significant benefit from the unique skills and experience of the Executive; (ii) the Executive will use and have access to proprietary and valuable Confidential Information (as defined in Section 3.2 hereof) during the course of the Executive’s employment; and (iii) the agreements and covenants contained herein are essential to protect the business and goodwill of the Corporation or any of its subsidiaries, affiliates or licensees. Accordingly, except as hereinafter noted, or as consented to by the Corporation in writing, the Executive covenants and agrees that during the Term, and for the period of one (1) year following the termination of Executive’s employment for any reason, the Executive shall not provide any labor, work, services or assistance (A) engage, anywhere within the Territory (as hereinafter defined), whether as an officer, director or in any other managerial capacity or as an director, employee, partner, agent, owner, co-owner or other investor or creditor in or of, whether as an employee, independent contractor, consultant consultant, stockholder or advisorotherwise) to a “Competing Business.” For purposes hereof, “Competing Business” shall mean any business engaged in the designing, marketing or distribution of premium lifestyle products, including but not limited to apparel, home, accessories and fragrance products, which competes in any business selling material respects with the Corporation or providing any services which are sold of its subsidiaries, affiliates or offered by licensees (in the Companycase of licensees to the extent related to the Corporation’s products or marks). Thus, within the territory surrounding each office or fabrication facility (each a "FACILITY") at which the Executive was specifically acknowledges that Executive understands that she may not become employed by any Competing Business in any capacity for the Company within the three-year period immediately preceding the date of the Executive's termination of employment (for purposes of this Section 4.1, the territory surrounding a facility shall be: one (1) year following the city, town or village in which the facility is located, (2) the county or parish in which the facility is located, (3) the counties or parishes contiguous to the county or parish in which the facility is located and (4) the area located within 100 miles of the facility, all of such locations being herein collectively called the "TERRITORY"), or (B) call on any person or entity that at the time is, or at any time within one year prior to the date of termination of the Executive's her employment wasfor any reason, a customer of the Company, for the purpose of soliciting or selling any product or service which is then sold or offered within the Territory by the Company if provided that the Executive has knowledge of that customer relationship; PROVIDED, HOWEVER, that nothing in this Section 4.1.1 shall prohibit the Executive from owning, directly or indirectlymay (i) own, solely as an investment, securities of any entity which are traded on any a national securities exchange or over-the-counter market if the Executive is not a controlling person of, or a member of a group which controls, that controls such entity and does not, directly or indirectly, own one percent 2% or more of any class of securities of such entityentity and (ii) own and invest up to 2% of any hedge funds, private equity funds or other pooled investment vehicles so long as she is not actively involved with them. As used in this Section 4For the avoidance of doubt, the term "RESTRICTED PERIOD" means Executive shall not violate this provision by providing services to a private equity firm (or one of its portfolio companies) which invests in a Competing Business so long as the period beginning on the Commencement Date and ending:Executive is not providing services directly or indirectly to such Competing Business. (i) if during the Employment Term the Executive's employment terminates as a result of (a) a termination for Cause under Section 5.2 or (b) It is acknowledged by the Executive's voluntary resignation, Executive that the fourth anniversary Corporation has determined to relieve the Executive from any obligation of the Commencement Date; (ii) if during the Employment Term the Executive's employment terminates as a result of (a) a termination without Cause under Section 5.3 or (b) a termination for disability under Section 5.4, non-competition upon the expiration of the Total Severance Benefit Period (as defined in Section 5.5); or (iii) if after one year period following the Employment Term the termination of Executive's employment terminates for any reason. In consideration of that, the latest to occur and in consideration of (a) the fourth anniversary all of the Commencement Date if he is not eligible compensation provisions in this Agreement (including the potential for severance benefits the award of equity grants that may be made to the Executive), Executive agrees to the provisions of Section 3.1 and also agrees that the non-competition obligations imposed herein are fair and reasonable under Section 5.5 or (b) all the expiration of the Severance Benefit Period if the Executive is eligible for severance benefits under Section 5.5circumstances.

Non-Compete. During The Employee and the Company agree that the Employee is being employed or is employed in an important fiduciary and managerial capacity with the Company and that the Company is engaged in a highly competitive business. The Employee and the Company further agree that it is appropriate to place reasonable limits as set forth in this Agreement on the Employee’s ability to compete with the Company to protect and preserve the legitimate business interest and goodwill of the Company. Accordingly, the Employee agrees that, during the Term and for a time of two (2) years after termination of the Employee’s employment and/or this Agreement (the “Restricted Period”), the Executive Employee shall not (A) engagenot, anywhere within the Territory (as hereinafter defined)directly or indirectly, as an owner, partner, joint venture, stock holder, Employee, broker, agent, principal, trustee, corporate officer, director director, licensor, or in any other managerial capacity whatsoever, engage in, become financially interested in, be employed by, render any consultation or as an ownerbusiness advice with respect to, co-owner or other investor or creditor in or of, whether as an employee, independent contractor, consultant or advisor, in any business selling or providing provide any services which are sold to, any person, firm, corporation, partnership, or offered by business that competes with the Company in the research, development, testing, design, manufacture, sale, lease, marketing, utilization or exploitation of any products or services of the Company, within the territory surrounding each office or fabrication facility (each a "FACILITY") at which the Executive was employed by the Company within the three-year period immediately preceding the date of the Executive's . Upon termination of employment (for purposes of this Section 4.1Agreement or the employee’s employment, this covenant shall restrict the territory surrounding a facility shall be: (1) the cityEmployee’s conduct within any geographic area where, town or village in which the facility is located, (2) the county or parish in which the facility is located, (3) the counties or parishes contiguous to the county or parish in which the facility is located and (4) the area located within 100 miles of the facility, all of such locations being herein collectively called the "TERRITORY"), or (B) call on any person or entity that at the time is, or at any time within one year prior to of the date of termination of the Executive's Agreement and/or Employee’s employment washereunder, a customer the business of the CompanyCompany was being conducted. Provided, for the purpose of soliciting or selling any product or service which is then sold or offered within the Territory by the Company if the Executive has knowledge of that customer relationship; PROVIDED, HOWEVERhowever, that nothing in this Section 4.1.1 shall prohibit the Executive from owningEmployee may own, directly or indirectly, solely as an investment, securities of any entity business which are traded on any national securities exchange or over-the-counter market if the Executive Employee (i) is not a controlling person of, or a member of a group which controls, such entity and business, or (ii) does not, directly or indirectly, own one percent or more than 1% of any class of securities of such entity. As used in this Section 4, the term "RESTRICTED PERIOD" means the period beginning on the Commencement Date and ending: business ((i) if during the Employment Term the Executive's employment terminates as a result of (a) a termination for Cause under Section 5.2 or (b) the Executive's voluntary resignation, the fourth anniversary of the Commencement Date; and (ii) if during the Employment Term the Executive's employment terminates as together a result “Permitted Investment”). Such a Permitted Investment shall not constitute a violation of (a) a termination without Cause under Section 5.3 or (b) a termination for disability under Section 5.4, the expiration of the Total Severance Benefit Period (as defined in Section 5.5); or (iii) if after the Employment Term the Executive's employment terminates for any reason, the latest to occur of (a) the fourth anniversary of the Commencement Date if he is not eligible for severance benefits under Section 5.5 or (b) the expiration of the Severance Benefit Period if the Executive is eligible for severance benefits under Section 5.5this Agreement.

Non-Compete. During Employee hereby agrees that during the Restricted PeriodEmployment Period and through the period ending with the first anniversary of the last day of the Employment Period (collectively, the Executive "RESTRICTIVE PERIOD"), she shall not (A) engage, anywhere within except on behalf of the Territory (as hereinafter definedCompany during the Employment Period), for any reason whatsoever, directly or indirectly, whether individually or as an officer, director or in any other managerial capacity or as an director, shareholder, owner, co-owner or other investor or creditor in or ofpartner, whether as an joint venturer, employee, independent contractor, consultant or advisoradvisor to or of any entity, or in any other capacity: (i) engage, participate or invest in any business that derives more than fifty percent (50%) of its revenues from the provision of outsourced business services on a national basis focusing on direct mail and accounts receivable management services anywhere in the United States of 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 widely-traded and listed on a 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 provided further that nothing contained herein shall be construed to prevent Employee from providing services to or otherwise working for or in a law firm or financial services company. (ii) sell or provide any products or services that are directly competitive to products or services sold or provided by the Business to, or solicit for the purpose of selling or providing any such products or services which are sold or offered by the Companyto, within the territory surrounding each office or fabrication facility (each a "FACILITY") at which the Executive was employed by the Company within the three-year period immediately preceding the date of the Executive's termination of employment (for purposes of this Section 4.1, the territory surrounding a facility shall be: (1) the city, town or village in which the facility is located, (2) the county or parish in which the facility is located, (3) the counties or parishes contiguous to the county or parish in which the facility is located and (4) the area located within 100 miles of the facility, all of such locations being herein collectively called the "TERRITORY"), or (B) call on any person or entity that at the time is, or at any time within one year prior to the date of termination of the Executive's employment was, was a customer of the Company at any time during the one-year period ending on the Termination Date or that was actively being solicited by the Company to become a customer of the Company at any time during such 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 her immediate family, or (iv) enter into, or call upon or request non-public information for the purpose of soliciting or selling entering into, an Acquisition Transaction with any product or service entity with respect to which is then sold or offered within the Territory by the Company if the Executive has knowledge of that customer relationship; PROVIDED, HOWEVER, that nothing in this Section 4.1.1 shall prohibit the Executive from owning, directly made an offer or indirectly, solely as an investment, securities of any entity traded on any national securities exchange or over-the-counter market if the Executive is not a controlling person ofproposal for, or entered into discussions or negotiations for, or evaluated with the intent of making a member of a group which controls, such entity and does not, directly or indirectly, own one percent or more of any class of securities of such entity. As used in this Section 4, the term "RESTRICTED PERIOD" means the period beginning on the Commencement Date and ending: (i) if during the Employment Term the Executive's employment terminates as a result of (a) a termination for Cause under Section 5.2 or (b) the Executive's voluntary resignation, the fourth anniversary of the Commencement Date; (ii) if during the Employment Term the Executive's employment terminates as a result of (a) a termination without Cause under Section 5.3 or (b) a termination for disability under Section 5.4, the expiration of the Total Severance Benefit Period (as defined in Section 5.5); or (iii) if after the Employment Term the Executive's employment terminates for any reason, the latest to occur of (a) the fourth anniversary of the Commencement Date if he is not eligible for severance benefits under Section 5.5 or (b) the expiration of the Severance Benefit Period if the Executive is eligible for severance benefits under Section 5.5.proposal

Non-Compete. During your employment with the Restricted PeriodCompany and its affiliates, the Executive shall not (A) engage, anywhere within the Territory (as hereinafter defined), as an officer, director or in and if your employment terminates for any other managerial capacity or as an owner, co-owner or other investor or creditor in or ofreason, whether as an employeeduring or after the Term, independent contractorincluding your voluntary resignation or retirement, consultant for a period of time equal to the Severance Period defined in Section 4.2.2 (whether or advisornot you are eligible for or receive any severance benefits under Section 4.2.2) or, in any business selling or providing any services which if you are sold or offered by the Companyemployed at will, within the territory surrounding each office or fabrication facility (each a "FACILITY") at which the Executive was employed by the Company within the three-year period immediately preceding the date of the Executive's 12 months after your termination of employment for any reason (for purposes of this Section 4.1, the territory surrounding a facility shall be: (1) the city, town or village in which the facility is located, (2) the county or parish in which the facility is located, (3) the counties or parishes contiguous to the county or parish in which the facility is located and (4) the area located within 100 miles of the facility, all of such locations being herein collectively called the "TERRITORY"“Non-compete Period”), or (B) call on any person or entity that at the time is, or at any time within one year prior to the date of termination of the Executive's employment was, a customer of the Company, for the purpose of soliciting or selling any product or service which is then sold or offered within the Territory by the Company if the Executive has knowledge of that customer relationship; PROVIDED, HOWEVER, that nothing in this Section 4.1.1 you shall prohibit the Executive from owning, directly or indirectly, solely as an investment, securities of any entity traded on any national securities exchange or over-the-counter market if the Executive is not a controlling person of, or a member of a group which controls, such entity and does not, directly or indirectly, own without the prior written consent of the CEO, render any services to, or act in any capacity for, any Competitive Entity, or acquire any interest of any type in any Competitive Entity; provided, however, that the foregoing shall not be deemed to prohibit you from acquiring, (a) solely as an investment and through market purchases, securities of any Competitive Entity which are registered under Section 12(b) or 12(g) of the Securities Exchange Act of 1934 and which are publicly traded, so long as you are not part of any control group of such Competitive Entity and such securities, including converted securities, do not constitute more than one percent or more (1%) of the outstanding voting power of that entity and (b) securities of any class Competitive Entity that are not publicly traded, so long as you are not part of securities any control group of such Competitive Entity and such securities, including converted securities, do not constitute more than three percent (3%) of the outstanding voting power of that entity. As used in this Section 4For purposes of the foregoing, the term "RESTRICTED PERIOD" means the period beginning on the Commencement Date and ending: following shall be deemed to be a Competitive Entity: (i) if during the Employment Term the Executive's employment terminates as any United States based entity a result of (a) a termination for Cause under Section 5.2 or (b) the Executive's voluntary resignation, the fourth anniversary material portion of the Commencement Date; business of which is any line of business that comprises a material portion of the business in which the Company engages in, conducts or, to your knowledge, has definitive plans to engage in or conduct and that the Company reasonably expects will comprise a material portion of its business within the succeeding 12 months, whether that business is conducted directly by such entity or a subsidiary of such entity (a “Covered Business”); provided that, you may be employed by or provide services to an ultimate parent company that owns a subsidiary which is materially engaged in a Covered Business, so long as you demonstrate to the Company’s reasonable satisfaction (e.g. represent and warrant to the Company in writing and describe the nature of your responsibilities) that you do not and will not, directly or indirectly, provide any services or advice to, have any responsibility for, or supervision of, any subsidiary materially engaged in a Covered Business, (ii) if during any entity which has a material commercial relationship with the Employment Term Company and could reasonably derive a material unfair advantage in dealings with the Executive's employment terminates as a result Company because of (a) a termination without Cause under Section 5.3 confidential information you possess about the Company’s products, services, business strategies, financial condition, terms of agreements or (b) a termination for disability under Section 5.4other information, the expiration of the Total Severance Benefit Period (as defined in Section 5.5); or or (iii) if after any operating business that is engaged in or conducted by the Employment Term Company as to which, to your knowledge, the Executive's Company covenants, in writing, not to compete with in connection with the disposition of such business; provided that, this Section 8.4 (iii) shall only apply during your active employment terminates with the Company and its affiliates. In evaluating any requests for written consent of the CEO to be relieved, in whole or in part, of your obligations under this Section 8.4, the CEO shall consider the nature of your position with the Company, the confidential and proprietary information to which you were privy during the course of your employment with the Company, the nature of the employment and position you are seeking with a Competitive Entity, the extent to which you can perform services for any reasonsuch Competitive Entity without disclosing, the latest to occur of (a) the fourth anniversary using or putting at risk any trade secrets or confidential, proprietary information of the Commencement Date if he is not eligible for severance benefits under Section 5.5 or (b) Company, and any other relevant factors, in all instances looking to make decisions that reasonably and properly protect the expiration trade secrets and other confidential, proprietary information of the Severance Benefit Period if the Executive is eligible for severance benefits under Section 5.5Company.

Non-Compete. During the Restricted term of employment and through the end of the Advisory Period or the Severance Period, the Executive as applicable, you shall not (A) engage, anywhere within the Territory (as hereinafter defined), as an officer, director or in any other managerial capacity or as an owner, co-owner or other investor or creditor in or of, whether as an employee, independent contractor, consultant or advisor, in any business selling or providing any services which are sold or offered by the Company, within the territory surrounding each office or fabrication facility (each a "FACILITY") at which the Executive was employed by the Company within the three-year period immediately preceding the date of the Executive's termination of employment (for purposes of this Section 4.1, the territory surrounding a facility shall be: (1) the city, town or village in which the facility is located, (2) the county or parish in which the facility is located, (3) the counties or parishes contiguous to the county or parish in which the facility is located and (4) the area located within 100 miles of the facility, all of such locations being herein collectively called the "TERRITORY"), or (B) call on any person or entity that at the time is, or at any time within one year prior to the date of termination of the Executive's employment was, a customer of the Company, for the purpose of soliciting or selling any product or service which is then sold or offered within the Territory by the Company if the Executive has knowledge of that customer relationship; PROVIDED, HOWEVER, that nothing in this Section 4.1.1 shall prohibit the Executive from owning, directly or indirectly, solely as an investment, securities of any entity traded on any national securities exchange or over-the-counter market if the Executive is not a controlling person of, or a member of a group which controls, such entity and does not, directly or indirectly, own without the prior written consent of the Chairman, the Chief Executive Officer or the Chief Operating Officer of AOLTW, render any services to, or act in any capacity for, any Competitive Entity, or acquire any interest of any type in any Competitive Entity; provided, however, that the foregoing shall not be deemed to prohibit you from acquiring, (a) solely as an investment and through market purchases, securities of any Competitive Entity which are registered under Section 12(b) or 12(g) of the Securities Exchange Act of 1934 and which are publicly traded, so long as you are not part of any control group of such Competitive Entity and such securities, including converted securities, do not constitute more than one percent or more (1%) of the outstanding voting power of that entity and (b) securities of any class Competitive Entity that are not publicly traded, so long as you are not part of securities any control group of such Competitive Entity and such securities, including converted securities, do not constitute more than three percent (3%) of the outstanding voting power of that entity. As used in this Section 4For purposes of the foregoing, the term "RESTRICTED PERIOD" means following shall be deemed to be a Competitive Entity: (x) during the period beginning on that you are actively employed with the Commencement Date and ending: Company, any person or entity that engages in any line of business that is substantially the same as either (i) if during any line of business which the Employment Term the Executive's employment terminates as a result of (a) a termination for Cause under Section 5.2 Company engages in, conducts or, to your knowledge, has definitive plans to engage in or (b) the Executive's voluntary resignation, the fourth anniversary of the Commencement Date; conduct or (ii) if any operating business that is engaged in or conducted by the Company as to which, to your knowledge, the Company covenants, in writing, not to compete with in connection with the disposition of such business, and (y) during the Employment Term Advisory Period or the Executive's employment terminates as a result of (a) a termination without Cause under period you are receiving severance from the Company pursuant to Section 5.3 or (b) a termination for disability under Section 5.44.2.2 hereof, the expiration any of the Total Severance Benefit Period (as defined in Section 5.5); or (iii) if after the Employment Term the Executive's employment terminates for following magazines or businesses: Business Week, Conde Nast, ESPN, Forbes, Gruner & Jahr, Hearst, Meredith, Newsweek, Primedia, U.S. News & Worxx Xxxort xxx Wxxxxx Xxxxx, xxx any reason, the latest successor to occur of (a) the fourth anniversary a substantial portion of the Commencement Date if he is not eligible for severance benefits under Section 5.5 or (b) the expiration publxxxxxx business of any of the Severance Benefit Period if the Executive is eligible for severance benefits under Section 5.5foregoing.

Non-Compete. During the Restricted Period, the The Executive shall not (A) engagenot, anywhere within directly or indirectly, without the Territory (as hereinafter defined)prior consent of a majority of the members of the Company's Board of Directors, as an officer, director or in any other managerial capacity or as an owner, co-owner or other investor or creditor in or of, whether as an employee, independent contractor, consultant or advisor, in any business selling or providing render any services which are sold or offered by the Company, within the territory surrounding each office or fabrication facility (each a "FACILITY") at which the Executive was employed by the Company within the three-year period immediately preceding the date of the Executive's termination of employment (for purposes of this Section 4.1, the territory surrounding a facility shall be: (1) the city, town or village in which the facility is located, (2) the county or parish in which the facility is located, (3) the counties or parishes contiguous to the county or parish in which the facility is located and (4) the area located within 100 miles of the facility, all of such locations being herein collectively called the "TERRITORY"), or (B) call on any person or entity Entity or acquire any interest of any type in any Entity, that at the time is, or at any time within one year prior to the date of termination of the Executive's employment was, a customer of might be deemed in competition with the Company; provided, for the purpose of soliciting or selling any product or service which is then sold or offered within the Territory by the Company if the Executive has knowledge of that customer relationship; PROVIDED, HOWEVERhowever, that nothing in this Section 4.1.1 the foregoing shall not be deemed to prohibit the Executive from owning(a) acquiring, directly solely as an investment and through market purchases, securities of any Entity which are registered under Section 12(b) or indirectly12(g) of the Securities Exchange Act of 1934 and which are publicly traded, so long as he is not part of any control group of such Entity and such securities, if converted, do not constitute more than one percent (1%) of the outstanding voting power of that Entity, (b) acquiring, solely as an investment, any securities of any entity traded on any national an Entity (other than an Entity that has outstanding securities exchange or over-the-counter market if covered by the Executive is not preceding clause (a)) so long as he remains a controlling person of, or a member of a group which controls, passive investor in such entity Entity and does not become part of any control group thereof and so long as such Entity is not, directly or indirectly, own one percent or more in competition with the Company, (c) serving as a director of any class Entity that is not in competition with the Company or (d) during the Advisory Period, being a partner in or of securities counsel to a law firm that represents any person or Entity that is in competition with the Company so long as the Executive does not personally provide or assist in the provision of services to any such entityperson or Entity. As used For purposes of the foregoing, a person or Entity shall be deemed to be in this Section 4, competition with the term "RESTRICTED PERIOD" means Company if such person or it engages in any line of business that is substantially the period beginning on the Commencement Date and ending: same as either (i) if during any line of operating business which the Employment Term Company engages in, conducts or, to the knowledge of the Executive's employment terminates as a result of (a) a termination for Cause under Section 5.2 , has definitive plans to engage in or (b) the Executive's voluntary resignation, the fourth anniversary of the Commencement Date; conduct or (ii) if during any operating business that is engaged in or conducted by the Employment Term Company and as to which, to the knowledge of the Executive's employment terminates as a result of (a) a termination without Cause under Section 5.3 or (b) a termination for disability under Section 5.4, the expiration Company covenants in writing, in connection with the disposition of the Total Severance Benefit Period (as defined in Section 5.5); or (iii) if after the Employment Term the Executive's employment terminates for any reasonsuch business, the latest to occur of (a) the fourth anniversary of the Commencement Date if he is not eligible for severance benefits under Section 5.5 or (b) the expiration of the Severance Benefit Period if the Executive is eligible for severance benefits under Section 5.5.to

Non-Compete. During (a) Executive hereby acknowledges and recognizes the Restricted highly competitive nature of the business of the Corporation. Accordingly, Executive agrees that if a Change of Control occurs and provided that Executive receives the payments described in Section 8(a) or (b), whichever is appropriate, of this Agreement, then in consideration of this benefit during and for two (2) year(s) following termination of Executive's employment with Corporation, or, if applicable, with the Change Entity ("Non-Competition Period, the ") Executive shall not not: (Ai) engageProvide financial or executive assistance to any person, anywhere within the Territory (as hereinafter defined)firm, as an officer, director corporation or enterprise engaged in any other managerial capacity or as an owner, co-owner or other investor or creditor in or of, whether as an employee, independent contractor, consultant or advisor, in any business selling or providing any services which are sold or offered by the Company, within the territory surrounding each office or fabrication facility (each a "FACILITY") at which the Executive was employed by the Company within the three-year period immediately preceding the date of the Executive's termination of employment (for purposes of this Section 4.1, the territory surrounding a facility shall be: (1) the city, town banking or village in which the facility is located, financial services industry (2) the county or parish in which the facility is located, (3) the counties or parishes contiguous to the county or parish in which the facility is located and (4) the area located within 100 miles of the facility, all of such locations being herein collectively called the "TERRITORY"including bank holding company), or (B2) call any other activity in which Corporation engaged on the Date of the Change of Control, within fifty (50) miles of the Corporation's Main Office (the "Non-Competition Area"); or (ii) Directly or indirectly contact, solicit or induce any person person, corporation or other entity that at who or which is a customer or referral source of Corporation during the time is, term of Executive's employment or at any time within one year prior to on the date of termination of the Executive's employment wasemployment, to become a customer of the Companyor referral source for any person or entity other than Corporation or, for the purpose of soliciting or selling any product or service which is then sold or offered within the Territory by the Company if the Executive has knowledge of that customer relationship; PROVIDED, HOWEVER, that nothing in this Section 4.1.1 shall prohibit the Executive from owning, directly or indirectly, solely as an investment, securities of any entity traded on any national securities exchange or over-the-counter market if the Executive is not a controlling person of, or a member of a group which controls, such entity and does not, directly or indirectly, own one percent or more of any class of securities of such entity. As used in this Section 4applicable, the term "RESTRICTED PERIOD" means the period beginning on the Commencement Date and ending: (i) if during the Employment Term the Executive's employment terminates as a result of (a) a termination for Cause under Section 5.2 or (b) the Executive's voluntary resignation, the fourth anniversary of the Commencement Date; (ii) if during the Employment Term the Executive's employment terminates as a result of (a) a termination without Cause under Section 5.3 or (b) a termination for disability under Section 5.4, the expiration of the Total Severance Benefit Period (as defined in Section 5.5)Change Entity; or (iii) Directly or indirectly solicit, induce or encourage any employee of Corporation or its subsidiaries or, if after applicable, the Employment Term Change Entity or its subsidiaries, who is employed during the term of Executive's employment terminates for any reasonor on the date of termination of Executive's employment, to leave the employ of Corporation or its subsidiaries or, if applicable, the latest Change Entity or its subsidiaries or to occur of (a) seek, obtain or accept employment with any person or entity other than Corporation or its subsidiaries or, if applicable, the fourth anniversary of the Commencement Date if he is not eligible for severance benefits under Section 5.5 Change Entity or its subsidiaries. (b) It is expressly understood and agreed that, although Executive and RFC consider the expiration restrictions contained in Section 9(a) reasonable for the purpose of preserving for Corporation and, if applicable, the Change Entity, its good will and other proprietary rights, if a final judicial determination is made by a court having jurisdiction that the Non-Competition Area, the Non-Competition Period or any other restriction contained in Section 9 is an unreasonable or otherwise unenforceable restriction against Executive, the provisions of Section 9 shall not be rendered void, but shall be deemed amended to apply as to such maximum time and territory and to such other extent as such court may judicially determine or indicate to be reasonable. (c) The existence of any immaterial claim or cause of action of the Severance Benefit Period Executive against Corporation or, if applicable, the Change Entity, whether predicated on this Agreement or otherwise, shall not constitute a defense to the enforcement by Corporation of this covenant. The Executive is eligible agrees that any breach of the restrictions set forth in this Section 9 will result in irreparable injury to Corporation or, if applicable, the Change Entity, for severance benefits which it will have no adequate remedy at law and the Corporation or, if applicable, the Change Entity, shall be entitled to injunctive relief in order to enforce the provisions hereof and/or seek specific performance and damages. Prior to the application of Section 10, the Corporation and/or the Change Entity will make reasonable efforts to allocate to value the undertaking described in this section and to allocate to that calculation the maximum amount due under Section 5.58.

Non-Compete. During your employment with the Restricted PeriodCompany and its affiliates, the Executive shall not (A) engage, anywhere within the Territory (as hereinafter defined), as an officer, director or in and if your employment terminates for any other managerial capacity or as an owner, co-owner or other investor or creditor in or ofreason, whether as an employeeduring or after the Term, independent contractorincluding your voluntary resignation or retirement, consultant for a period of time equal to the Severance Period defined in Section 4.2.2 (whether or advisornot you are eligible for or receive any severance benefits under Section 4.2.2) or, in any business selling or providing any services which if you are sold or offered by the Companyemployed at will, within the territory surrounding each office or fabrication facility six (each a "FACILITY"6) at which the Executive was employed by the Company within the three-year period immediately preceding the date of the Executive's months after your termination of employment for any reason (for purposes of this Section 4.1, the territory surrounding a facility shall be: (1) the city, town or village in which the facility is located, (2) the county or parish in which the facility is located, (3) the counties or parishes contiguous to the county or parish in which the facility is located and (4) the area located within 100 miles of the facility, all of such locations being herein collectively called the "TERRITORY"“Non-compete Period”), or (B) call on any person or entity that at the time is, or at any time within one year prior to the date of termination of the Executive's employment was, a customer of the Company, for the purpose of soliciting or selling any product or service which is then sold or offered within the Territory by the Company if the Executive has knowledge of that customer relationship; PROVIDED, HOWEVER, that nothing in this Section 4.1.1 you shall prohibit the Executive from owning, directly or indirectly, solely as an investment, securities of any entity traded on any national securities exchange or over-the-counter market if the Executive is not a controlling person of, or a member of a group which controls, such entity and does not, directly or indirectly, own without the prior written consent of the CEO, render any services to, or act in any capacity for, any Competitive Entity, or acquire any interest of any type in any Competitive Entity; provided, however, that the foregoing shall not be deemed to prohibit you from acquiring, (a) solely as an investment and through market purchases, securities of any Competitive Entity which are registered under Section 12(b) or 12(g) of the Securities Exchange Act of 1934 and which are publicly traded, so long as you are not part of any control group of such Competitive Entity and such securities, including converted securities, do not constitute more than one percent or more (1%) of the outstanding voting power of that entity and (b) securities of any class Competitive Entity that are not publicly traded, so long as you are not part of securities any control group of such Competitive Entity and such securities, including converted securities, do not constitute more than three percent (3%) of the outstanding voting power of that entity. As used in this Section 4For purposes of the foregoing, the term "RESTRICTED PERIOD" means the period beginning on the Commencement Date and ending: following shall be deemed to be a Competitive Entity: (i) if during the Employment Term the Executive's employment terminates as any United States based entity a result of (a) a termination for Cause under Section 5.2 or (b) the Executive's voluntary resignation, the fourth anniversary material portion of the Commencement Date; business of which is any line of business that comprises a material portion of the business in which the Company engages in, conducts or, to your knowledge, has definitive plans to engage in or conduct and that the Company reasonably expects will comprise a material portion of its business within the succeeding 12 months, whether that business is conducted directly by such entity or a subsidiary of such entity (a “Covered Business”); provided that, you may be employed by or provide services to an ultimate parent company that owns a subsidiary which is materially engaged in a Covered Business, so long as you demonstrate to the Company’s reasonable satisfaction (e.g. represent and warrant to the Company in writing and describe the nature of your responsibilities) that you do not and will not, directly or indirectly, provide any services or advice to, have any responsibility for, or supervision of, any subsidiary materially engaged in a Covered Business, (ii) if during any entity which has a material commercial relationship with the Employment Term Company and could reasonably derive a material unfair advantage in dealings with the Executive's employment terminates as a result Company because of (a) a termination without Cause under Section 5.3 confidential information you possess about the Company’s products, services, business strategies, financial condition, terms of agreements or (b) a termination for disability under Section 5.4other information, the expiration of the Total Severance Benefit Period (as defined in Section 5.5); or or (iii) if after any operating business that is engaged in or conducted by the Employment Term Company as to which, to your knowledge, the Executive's Company covenants, in writing, not to compete with in connection with the disposition of such business; provided that, this Section 8.4 (iii) shall only apply during your active employment terminates with the Company and its affiliates. In evaluating any requests for written consent of the CEO of the Company to be relieved, in whole or in part, of your obligations under this Section 8.4, the CEO shall consider the nature of your position with the Company, the confidential and proprietary information to which you were privy during the course of your employment with the Company, the nature of the employment and position you are seeking with a Competitive Entity, the extent to which you can perform services for any reasonsuch Competitive Entity without disclosing, the latest to occur of (a) the fourth anniversary using or putting at risk any trade secrets or confidential, proprietary information of the Commencement Date if he is not eligible for severance benefits under Section 5.5 or (b) Company, and any other relevant factors, in all instances looking to make decisions that reasonably and properly protect the expiration trade secrets and other confidential, proprietary information of the Severance Benefit Period if the Executive is eligible for severance benefits under Section 5.5Company.

Non-Compete. During (a) The Corporation and the Restricted PeriodExecutive acknowledge that: (i) the Corporation has a special interest in and derives significant benefit from the unique skills and experience of the Executive; (ii) the Executive will use and have access to proprietary and valuable Confidential Information (as defined in Section 3.2 hereof) during the course of the Executive’s employment; and (iii) the agreements and covenants contained herein are essential to protect the business and goodwill of the Corporation or any of its subsidiaries, affiliates or licensees. Accordingly, except as hereinafter noted, the Executive covenants and agrees that during the Term, and for the period of six (6) months following the termination of Executive’s employment, or for the remainder of such Term following the termination of Executive’s employment, whichever is greater, the Executive shall not provide any labor, work, services or assistance (A) engage, anywhere within the Territory (as hereinafter defined), whether as an officer, director or in any other managerial capacity or as an director, employee, partner, agent, owner, co-owner or other investor or creditor in or of, whether as an employee, independent contractor, consultant consultant, stockholder or advisorotherwise) to a “Competing Business.” For purposes hereof, “Competing Business” shall mean any business engaged in the designing, marketing or distribution of premium lifestyle products, including but not limited to apparel, home, accessories and fragrance products, which competes in any business selling material respects with the Corporation or providing any services which are sold of its subsidiaries, affiliates or offered by licensees, and shall include, without limitation, those brands and companies that the Company, within the territory surrounding each office or fabrication facility (each a "FACILITY") at which Corporation and the Executive was have jointly designated in writing on the date hereof, which is incorporated herein by reference and which is attached as Schedule A, as being in competition with the Corporation or any of its subsidiaries, affiliates or licensees as of the date hereof. Thus, Executive specifically acknowledges that Executive understands that, except as provided in Section 3.1(b), he may not become employed by any Competing Business in any capacity during the Company within the three-year period immediately preceding the date of the Executive's termination of employment (for purposes of this Section 4.1, the territory surrounding a facility shall be: (1) the city, town or village time periods in which the facility he is locatedrestricted herein, (2) the county or parish in which the facility is located, (3) the counties or parishes contiguous to the county or parish in which the facility is located and (4) the area located within 100 miles of the facility, all of such locations being herein collectively called the "TERRITORY"), or (B) call on any person or entity provided that at the time is, or at any time within one year prior to the date of termination of the Executive's employment was, a customer of the Company, for the purpose of soliciting or selling any product or service which is then sold or offered within the Territory by the Company if the Executive has knowledge of that customer relationship; PROVIDED, HOWEVER, that nothing in this Section 4.1.1 shall prohibit the Executive from owning, directly or indirectlymay own, solely as an investment, securities of any entity which are traded on any a national securities exchange or over-the-counter market if the Executive is not a controlling person of, or a member of a group which controls, that controls such entity and does not, directly or indirectly, own one percent 2% or more of any class of securities of such entity. As used in this Section 4, the term "RESTRICTED PERIOD" means the period beginning on the Commencement Date and ending:. (i) if during the Employment Term the Executive's employment terminates as a result of (a) a termination for Cause under Section 5.2 or (b) If the Executive is notified pursuant to Section 2.1(a) hereof that his services will no longer be required during the Term or if the Executive terminates his employment during the Term for Good Reason pursuant to Section 2.1(e), then Executive's voluntary resignation, ’s obligation of non-competition under Section 3.1(a) shall only govern his conduct for a period of six (6) months following the fourth anniversary of the Commencement Date;date that his employment is terminated in accordance with this Section 3.1(b). (iic) if during It is acknowledged by the Employment Term Executive that the Executive's employment terminates as a result Corporation has determined to relieve the Executive from any obligation of (a) a termination without Cause under Section 5.3 or (b) a termination for disability under Section 5.4, non-competition upon the expiration of (6) months or the Total Severance Benefit Period (as defined in Section 5.5); or (iii) remainder of the Term following the termination of Executive’s employment, whichever is greater. It is further acknowledged by the Executive that if after the Employment Term Corporation terminates the Executive's ’s employment terminates for any reason, the latest to occur of (a) the fourth anniversary of the Commencement Date if he is not eligible for severance benefits under Section 5.5 2.1(a) or (b) the expiration of the Severance Benefit Period if the Executive is eligible has terminated his employment for Good Reason pursuant to Section 2.1(e), that the obligation of non-competition shall only be in force for a period of six (6) months. In consideration of that, and in consideration of all of the compensation provisions in this Agreement (including the potential for the award of restricted shares and/or other equity awards and severance benefits payments that may be provided to the Executive), Executive agrees to the provisions of Section 3.1 and also agrees that the non-competition obligations imposed herein are fair and reasonable under Section 5.5all the circumstances.

Non-Compete. During the Restricted Period, the The Executive shall not (A) engagenot, anywhere within directly or indirectly, without the Territory (as hereinafter defined)prior consent of a majority of the members of the Company's Board of Directors, as an officer, director or in any other managerial capacity or as an owner, co-owner or other investor or creditor in or of, whether as an employee, independent contractor, consultant or advisor, in any business selling or providing render any services which are sold or offered by the Company, within the territory surrounding each office or fabrication facility (each a "FACILITY") at which the Executive was employed by the Company within the three-year period immediately preceding the date of the Executive's termination of employment (for purposes of this Section 4.1, the territory surrounding a facility shall be: (1) the city, town or village in which the facility is located, (2) the county or parish in which the facility is located, (3) the counties or parishes contiguous to the county or parish in which the facility is located and (4) the area located within 100 miles of the facility, all of such locations being herein collectively called the "TERRITORY"), or (B) call on any person or entity Entity or acquire any interest of any type in any Entity, that at the time is, or at any time within one year prior to the date of termination of the Executive's employment was, a customer of might be deemed in competition with the Company; provided, for the purpose of soliciting or selling any product or service which is then sold or offered within the Territory by the Company if the Executive has knowledge of that customer relationship; PROVIDED, HOWEVERhowever, that nothing in this Section 4.1.1 the foregoing shall not be deemed to prohibit the Executive from owning(a) acquiring, directly solely as an investment and through market purchases, securities of any Entity which are registered under Section 12(b) or indirectly12(g) of the Securities Exchange Act of 1934 and which are publicly traded, so long as he is not part of any control group of such Entity and such securities, if converted, do not constitute more than one percent (1%) of the outstanding voting power of that Entity, (b) acquiring, solely as an investment, any securities of any entity traded on any national an Entity (other than an Entity that has outstanding securities exchange or over-the-counter market if covered by the Executive is not preceding clause (a)) so long as he remains a controlling person of, or a member of a group which controls, passive investor in such entity Entity and does not become part of any control group thereof and so long as such Entity is not, directly or indirectly, own one percent or more in competition with the Company, (c) serving as a director of any class Entity that is not in competition with the Company or (d) during the Advisory Period, being a partner in or of securities counsel to a law firm that represents any person or Entity that is in competition with the Company so long as the Executive does not personally provide or assist in the provision of services to any such entityperson or Entity. As used For purposes of the foregoing, a person or Entity shall be deemed to be in this Section 4, competition with the term "RESTRICTED PERIOD" means Company if such person or it engages in any line of business that is substantially the period beginning on the Commencement Date and ending: same as either (i) if during any line of operating business which the Employment Term Company engages in, conducts or, to the knowledge of the Executive's employment terminates as a result of (a) a termination for Cause under Section 5.2 , has definitive plans to engage in or (b) the Executive's voluntary resignation, the fourth anniversary of the Commencement Date; conduct or (ii) if during any operating business that is engaged in or conducted by the Employment Term Company and as to which, to the knowledge of the Executive's employment terminates as a result of (a) a termination without Cause under Section 5.3 or (b) a termination for disability under Section 5.4, the expiration Company covenants in writing, in connection with the disposition of the Total Severance Benefit Period (as defined in Section 5.5); or (iii) if after the Employment Term the Executive's employment terminates for any reasonsuch business, the latest not to occur of (a) the fourth anniversary of the Commencement Date if he is not eligible for severance benefits under Section 5.5 or (b) the expiration of the Severance Benefit Period if the Executive is eligible for severance benefits under Section 5.5.compete

Non-Compete. During In further consideration of the Restricted compensation to be paid to Executive hereunder, Executive acknowledges that during the course of his employment with the Company he has and shall become familiar with Acadia’s and the Subsidiaries’ trade secrets and with other Confidential Information concerning Acadia and the Subsidiaries and that his services have been and shall be of special, unique and extraordinary value to Acadia and the Subsidiaries, and, therefore, Executive agrees that, during the Employment Period and for a period thereafter of twelve (12) months (the “Noncompete Period”), the Executive he shall not (Ai) engagedirectly or indirectly own any interest in, anywhere within the Territory (as hereinafter defined)manage, as an officercontrol, director participate in, consult with, render services for, or in any other managerial capacity or as an owner, co-owner or other investor or creditor in or of, whether as an employee, independent contractor, consultant or advisor, manner engage in any business selling or that derives at least 25% of its gross revenue from the business of providing any behavioral healthcare and/or related services which are sold or offered by the Company, within the territory surrounding each office or fabrication facility (each a "FACILITY") at which the Executive was employed by the Company within the three-year period immediately preceding the date of the Executive's termination of employment (for purposes of this Section 4.1, the territory surrounding a facility shall be: (1) the city, town or village in which the facility is located, (2) the county or parish in which the facility is located, (3) the counties or parishes contiguous to the county or parish in which the facility is located and (4) the area located within 100 miles of the facility, all of such locations being herein collectively called the "TERRITORY"), or (Bii) call on directly or indirectly manage, control, participate in, consult with or render services specifically with respect to any person unit, division, segment or entity subsidiary of any other business that at the time is, engages in or at any time within one year prior to the date of termination of the Executive's employment was, a customer of the Company, otherwise competes with (or was organized for the purpose of soliciting engaging in or selling competing with) the business of providing behavioral healthcare and/or related services (provided that, this clause (ii) shall not be construed to prohibit Executive from directly or indirectly owning any product interest in, managing, controlling, participating in, consulting with, rendering services for, or service in any manner engaging in any business activities with or for such business generally and, for the avoidance of doubt, not specifically with respect to such unit, division, segment or subsidiary), in each case, within any geographical area in which Acadia and the Subsidiaries engage in such businesses; provided that Executive shall not be subject to the restrictions set forth in this Section 7(a) if the Employment Period is then sold or offered within the Territory terminated by the Company if without Cause or by Executive with Good Reason and for–so long as the Executive has knowledge Company is in breach of that customer relationship; PROVIDEDits obligations under Section 4(b) and such breach is not the subject of a good faith dispute between the Company and Executive. For purposes of this Agreement, HOWEVERthe term “participate in” shall include, that nothing without limitation, having any direct or indirect interest in this Section 4.1.1 any Person, whether as a sole proprietor, owner, stockholder, partner, joint venturer, creditor or otherwise, or rendering any direct or indirect service or assistance to any individual, corporation, partnership, joint venture and other business entity (whether as a director, officer, manager, supervisor, employee, agent, consultant or otherwise). Nothing herein shall prohibit the Executive from owning, directly or indirectly, solely as an investment, securities being a passive owner of any entity traded on any national securities exchange or over-the-counter market if not more than 2% of the Executive is not a controlling person of, or a member of a group which controls, such entity and does not, directly or indirectly, own one percent or more outstanding stock of any class of securities a corporation which is publicly traded, so long as Executive has no active participation in the business of such entity. As used in this Section 4, the term "RESTRICTED PERIOD" means the period beginning on the Commencement Date and ending: (i) if during the Employment Term the Executive's employment terminates as a result of (a) a termination for Cause under Section 5.2 or (b) the Executive's voluntary resignation, the fourth anniversary of the Commencement Date; (ii) if during the Employment Term the Executive's employment terminates as a result of (a) a termination without Cause under Section 5.3 or (b) a termination for disability under Section 5.4, the expiration of the Total Severance Benefit Period (as defined in Section 5.5); or (iii) if after the Employment Term the Executive's employment terminates for any reason, the latest to occur of (a) the fourth anniversary of the Commencement Date if he is not eligible for severance benefits under Section 5.5 or (b) the expiration of the Severance Benefit Period if the Executive is eligible for severance benefits under Section 5.5corporation.

Non-Compete. During the Restricted Period, the The Executive shall not (A) engagenot, anywhere within directly or indirectly, without the Territory (as hereinafter defined)prior consent of a majority of the members of the Company's Board of Directors, as an officer, director or in any other managerial capacity or as an owner, co-owner or other investor or creditor in or of, whether as an employee, independent contractor, consultant or advisor, in any business selling or providing render any services which are sold or offered by the Company, within the territory surrounding each office or fabrication facility (each a "FACILITY") at which the Executive was employed by the Company within the three-year period immediately preceding the date of the Executive's termination of employment (for purposes of this Section 4.1, the territory surrounding a facility shall be: (1) the city, town or village in which the facility is located, (2) the county or parish in which the facility is located, (3) the counties or parishes contiguous to the county or parish in which the facility is located and (4) the area located within 100 miles of the facility, all of such locations being herein collectively called the "TERRITORY"), or (B) call on any person or entity Entity or acquire any interest of any type in any Entity, that at the time is, or at any time within one year prior to the date of termination of the Executive's employment was, a customer of might be deemed in competition with the Company; provided, for the purpose of soliciting or selling any product or service which is then sold or offered within the Territory by the Company if the Executive has knowledge of that customer relationship; PROVIDED, HOWEVERhowever, that nothing in this Section 4.1.1 the foregoing shall not be deemed to prohibit the Executive from owning(a) acquiring, directly solely as an investment and through market purchases, securities of any Entity which are registered under Section 12(b) or indirectly12(g) of the Securities Exchange Act of 1934 and which are publicly traded, so long as he is not part of any control group of such Entity and such securities, if converted, do not constitute more than one percent (1%) of the outstanding voting power of that Entity, (b) acquiring, solely as an investment, any securities of any entity traded on any national an Entity (other than an Entity that has outstanding securities exchange or over-the-counter market if covered by the Executive is not preceding clause (a)) so long as he remains a controlling person of, or a member of a group which controls, passive investor in such entity Entity and does not become part of any control group thereof and so long as such Entity is not, directly or indirectly, own one percent or more in competition with the Company, (c) serving as a director of any class Entity that is not in competition with the Company or (d) during the Advisory Period, being a partner in or of securities counsel to a law firm that represents any person or Entity that is in competition with the Company so long as the Executive does not personally provide or assist in the provision of services to any such entityperson or Entity. As used For purposes of the foregoing, a person or Entity shall be deemed to be in this Section 4, competition with the term "RESTRICTED PERIOD" means Company if such person or it engages in any line of business that is substantially the period beginning on the Commencement Date and ending: same as either (i) if during any line of operating business which the Employment Term Company engages in, conducts or, to the knowledge of the Executive's employment terminates as a result of (a) a termination for Cause under Section 5.2 , has definitive plans to engage in or (b) the Executive's voluntary resignation, the fourth anniversary of the Commencement Date; conduct or (ii) if during any operating business that is engaged in or conducted by the Employment Term Company and as to which, to the knowledge of the Executive's employment terminates as a result of (a) a termination without Cause under Section 5.3 or (b) a termination for disability under Section 5.4, the expiration Company covenants in writing, in connection with the disposition of the Total Severance Benefit Period (as defined in Section 5.5); or (iii) if after the Employment Term the Executive's employment terminates for any reasonsuch business, the latest not to occur of (a) the fourth anniversary of the Commencement Date if he is not eligible for severance benefits under Section 5.5 or (b) the expiration of the Severance Benefit Period if the Executive is eligible for severance benefits under Section 5.5compete therewith.

Non-Compete. During the Restricted Period, the The Executive shall not (A) engage, anywhere within during the Territory Restricted Period (as hereinafter defineddefined below) in the United States, Canada or any other place where the Company and its affiliates conduct substantial manufacturing operations related to the Company Business, directly or indirectly (except in the Executive's capacity as an officer of the Company or any of its affiliates), (a) engage or participate in the Company Business; (b) enter the employ of, or render any other services to, any person engaged in the Company Business; or (c) become interested in any such person in any capacity, including, without limitation, as an individual partner, shareholder, lender, officer, director director, principal, agent or in any other managerial capacity or as an ownertrustee; provided, co-owner or other investor or creditor in or ofhowever, whether as an employee, independent contractor, consultant or advisor, in any business selling or providing any services which are sold or offered by the Company, within the territory surrounding each office or fabrication facility (each a "FACILITY") at which that the Executive was employed by the Company within the three-year period immediately preceding the date of the Executive's termination of employment (for purposes of this Section 4.1, the territory surrounding a facility shall be: (1) the city, town or village in which the facility is located, (2) the county or parish in which the facility is located, (3) the counties or parishes contiguous to the county or parish in which the facility is located and (4) the area located within 100 miles of the facility, all of such locations being herein collectively called the "TERRITORY"), or (B) call on any person or entity that at the time is, or at any time within one year prior to the date of termination of the Executive's employment was, a customer of the Company, for the purpose of soliciting or selling any product or service which is then sold or offered within the Territory by the Company if the Executive has knowledge of that customer relationship; PROVIDED, HOWEVER, that nothing in this Section 4.1.1 shall prohibit the Executive from owningmay own, directly or indirectly, solely as an investment, securities of any entity traded on any national securities exchange or over-the-counter market listed on the National Association of Securities Dealers Automated Quotation System if the Executive is not a controlling person of, or a member of a group which controls, such entity and the Executive does not, directly or indirectly, own one five percent (5%) or more of any class of equity securities, or securities convertible into or exercisable or exchangeable for five percent (5%) or more of any class of equity securities, of such entity. As used in this Section 4herein, the term "RESTRICTED PERIODRestricted Period" means shall mean a period commencing on December 31, 1992 and terminating upon the period beginning first to occur of (w) the date on which the Commencement Date and ending: (i) if during the Employment Term Company terminates the Executive's employment without Cause, (x) the date on which the Executive terminates as a result his employment for Good Reason, (y) the date of (a) a termination for Cause under Section 5.2 of this Agreement, or (bz) the Executive's voluntary resignation, the fourth anniversary date on which a Change of the Commencement Date; (ii) if during the Employment Term the Executive's employment terminates as a result of (a) a termination without Cause under Section 5.3 or (b) a termination for disability under Section 5.4, the expiration of the Total Severance Benefit Period Control (as defined in Section 5.5)9, below) occurs; or (iii) provided, however, that if after the Employment Term Company shall have terminated the Executive's employment terminates with the Company for any reason, the latest to occur of (a) the fourth anniversary of the Commencement Date if he is not eligible for severance benefits under Section 5.5 Cause or (b) the expiration of the Severance Benefit Period if the Executive is eligible for severance benefits under Section 5.5shall have terminated his employment with the Company without Good Reason, the Restricted Period shall end on the first anniversary of such termination of employment.

Non-Compete. During the Restricted Period, the Executive shall not (A) engage, anywhere within the Territory (as hereinafter defined), as an officer, director or in any other managerial capacity or as an owner, co-owner or other investor or creditor in or of, whether as an employee, independent contractor, consultant or advisor, in any business selling or providing any services which are sold or offered by the Company, within the territory surrounding each office or fabrication facility (each a "FACILITY") at which the Executive was employed by the Company within the three-year period immediately preceding the date of the Executive's termination of employment (for purposes of this Section 4.1, the territory surrounding a facility shall be: (1A) the city, town or village in which the facility is located, (2B) the county or parish in which the facility is located, (3C) the counties or parishes contiguous to the county or parish in which the facility is located and located, (4D) the area located within 100 miles of the facilityfacility and (E) the area in which the facility regularly makes sales or provides services, all of such locations being herein collectively called the "TERRITORY"), or (B) call on any person or entity that at the time is, or at any time within one year prior to the date of termination of the Executive's employment was, a customer of the Company, for the purpose of soliciting or selling any product or service which is then sold or offered within the Territory by the Company if the Executive has knowledge of that customer relationship; PROVIDED, HOWEVER, that nothing in this Section 4.1.1 shall prohibit the Executive from owning, directly or indirectly, solely as an investment, securities of any entity traded on any national securities exchange or over-the-counter market if the Executive is not a controlling person of, or a member of a group which controls, such entity and does not, directly or indirectly, own one percent or more of any class of securities of such entity. As used in this Section 4, the term "RESTRICTED PERIOD" means the period beginning on the Commencement Date and ending: (i) if during the Employment Term the Executive's employment terminates as a result of (a) a termination for Cause under Section 5.2 or (b) the Executive's voluntary resignation, the fourth anniversary of the Commencement Date; (ii) if during the Employment Term the Executive's employment terminates as a result of (a) a termination without Cause under Section 5.3 or (b) a termination for disability under Section 5.45.3, the latest to occur of (a) expiration of the Total Severance Benefit Period (as defined in Section 5.5)5.4) or (b) the third anniversary of the Commencement Date; or (iii) if after the Employment Term the Executive's employment terminates for any reason, the latest later to occur of (a) the fourth anniversary of the Commencement Date if he is not eligible for severance benefits under Section 5.5 5.4 or (b) the expiration of the Severance Benefit Period if the Executive is eligible for severance benefits under Section 5.55.4.

Non-Compete. During As an independent covenant, and in order to enforce the Restricted Periodprovisions of Sections 3.1.3 and 3.1.5 hereof and the other provisions of this Agreement, the Executive agrees that he shall not (A) engage, anywhere within during the Territory Restricted Period (as hereinafter defined) within a fifty (50) mile radius of the Company's principal office, directly or indirectly (except in the Executive's capacity as an officer of the Company), (i) engage or participate in the Company Business; (ii) enter the employ of, or render any other services to, any person engaged in the Company Business except as permitted hereunder; or (iii) become interested in any such person in any capacity, including, without limitation, as an individual, partner, shareholder, lender, officer, director director, principal, agent or in any other managerial capacity or trustee except as an ownerpermitted hereunder; provided, co-owner or other investor or creditor in or ofhowever, whether as an employee, independent contractor, consultant or advisor, in any business selling or providing any services which are sold or offered by the Company, within the territory surrounding each office or fabrication facility (each a "FACILITY") at which that the Executive was employed by the Company within the three-year period immediately preceding the date of the Executive's termination of employment (for purposes of this Section 4.1, the territory surrounding a facility shall be: (1) the city, town or village in which the facility is located, (2) the county or parish in which the facility is located, (3) the counties or parishes contiguous to the county or parish in which the facility is located and (4) the area located within 100 miles of the facility, all of such locations being herein collectively called the "TERRITORY"), or (B) call on any person or entity that at the time is, or at any time within one year prior to the date of termination of the Executive's employment was, a customer of the Company, for the purpose of soliciting or selling any product or service which is then sold or offered within the Territory by the Company if the Executive has knowledge of that customer relationship; PROVIDED, HOWEVER, that nothing in this Section 4.1.1 shall prohibit the Executive from owningmay own, directly or indirectly, solely as an investment, securities of any entity person traded on any national securities exchange or over-the-counter market listed on the National Association of Securities Dealers Automated Quotation System if the Executive is not a controlling person of, or a member of a group which controls, such entity person and the Executive does not, 4 directly or indirectly, own one percent 5% or more of any class of equity securities, or securities convertible into or exercisable or exchangeable for 5% or more of any class of equity securities, of such entityperson. As used in this Section 4herein, the term "RESTRICTED PERIODRestricted Period" means the shall mean a period beginning commencing on the Commencement Date date hereof and ending: (i) if during terminating upon the Employment Term the Executive's employment terminates as a result of (a) a termination for Cause under Section 5.2 or (b) the Executive's voluntary resignation, the fourth anniversary of the Commencement Date; (ii) if during the Employment Term the Executive's employment terminates as a result of (a) a termination without Cause under Section 5.3 or (b) a termination for disability under Section 5.4, the expiration of the Total Severance Benefit Period (as defined in Section 5.5); or (iii) if after the Employment Term the Executive's employment terminates for any reason, the latest first to occur of (a) the fourth anniversary of date on which the Commencement Date if he Company terminates or is not eligible for severance benefits under Section 5.5 or deemed to terminate the Executive's employment without Cause (as hereinafter defined), (b) the expiration date the Executive terminates or is deemed to terminate his employment pursuant to Section 4.6 hereof or (c) the date of termination of this Agreement; provided, however, that if the Severance Benefit Period Company shall have terminated the Executive's employment for Cause and such Cause in fact exists or if the Executive is eligible for severance benefits under Section 5.5shall have terminated his employment with the Company in breach of the terms of this Agreement, the Restricted Period shall end one (1) year following the termination of the Executive's employment hereunder.

Non-Compete. During The Executive hereby covenants and agrees that during the Restricted PeriodEmployment Term and for a period of one year following the Expiration Date, the Executive shall not (A) engagewill not, anywhere within without the Territory (as hereinafter defined), as an officer, director or in any other managerial capacity or as an owner, co-owner or other investor or creditor in or of, whether as an employee, independent contractor, consultant or advisor, in any business selling or providing any services which are sold or offered by the Company, within the territory surrounding each office or fabrication facility (each a "FACILITY") at which the Executive was employed by the Company within the three-year period immediately preceding the date of the Executive's termination of employment (for purposes of this Section 4.1, the territory surrounding a facility shall be: (1) the city, town or village in which the facility is located, (2) the county or parish in which the facility is located, (3) the counties or parishes contiguous to the county or parish in which the facility is located and (4) the area located within 100 miles of the facility, all of such locations being herein collectively called the "TERRITORY"), or (B) call on any person or entity that at the time is, or at any time within one year prior to the date of termination of the Executive's employment was, a customer written consent of the Company, for the purpose of soliciting or selling any product or service which is then sold or offered within the Territory by the Company if the Executive has knowledge of that customer relationship; PROVIDED, HOWEVER, that nothing in this Section 4.1.1 shall prohibit the Executive from owning, directly or indirectly, solely on his own behalf or in the service or on behalf of others, whether or not for compensation, engage in any business activity, or have any interest in any person, firm, corporation or business, through a subsidiary or parent entity or other entity (whether as an investmenta shareholder, agent, joint venturer, security holder, trustee, partner, executive, creditor lending credit or money for the purpose of establishing or operating any such business, partner or otherwise) with any Competing Business in the Covered Area. For the purpose of this Section 15(a), (i) “Competing Business” means any pharmaceutical, bio-pharmaceutical or biotechnology company, any contract manufacturer, any research laboratory or other company or entity (whether or not organized for profit) that engages in any business which competes with any portion of the Business (as defined below) of the Company and (ii) “Covered Area” means all geographical areas of the United States and other foreign jurisdictions where Company then has offices and/or sells its products directly or indirectly through distributors and/or other sales agents. Notwithstanding the foregoing, the Executive may (A) own shares of companies whose securities are publicly traded, so long as ownership of such securities do not constitute more than one percent (1%) of the outstanding securities of any entity traded on any national securities exchange or over-the-counter market if the Executive is not a controlling person ofsuch company and/or (B) become employed by, or otherwise engaged to perform services for a member subsidiary or division of an enterprise (such enterprise, a group which controls“Parent Organization”) that does not engage in a Competing Business (and receiving remuneration in the form of equity or otherwise in connection with such employment or services) notwithstanding that such Parent Organization has other subsidiaries or divisions that engage in a Competing Business, such entity and does not, directly provided that Executive has no direct or indirectly, own one percent indirect involvement in the management or more of any class of securities operation of such entityParent Organization or such other subsidiaries or divisions that engage in a Competing Business (the “Competing Portion”), (ii) the subsidiary or division of the Parent Organization of which Executive becomes employed, or provides services to, is discrete and readily distinguishable from the Competing Portion, and (iii) the Competing Portion does not generate more than thirty percent (30%) of the total revenue of the Parent Organization and all subsidiaries and divisions. As used in this Section 4The term “Business” shall mean the business of the Company, as such business may be expanded or altered by the term "RESTRICTED PERIOD" means the period beginning on the Commencement Date and ending: (i) if Company during the Employment Term the Executive's employment terminates as a result of (a) a termination for Cause under Section 5.2 or (b) the Executive's voluntary resignation, the fourth anniversary of the Commencement Date; (ii) if during the Employment Term the Executive's employment terminates as a result of (a) a termination without Cause under Section 5.3 or (b) a termination for disability under Section 5.4, the expiration of the Total Severance Benefit Period (as defined in Section 5.5); or (iii) if after the Employment Term the Executive's employment terminates for any reason, the latest to occur of (a) the fourth anniversary of the Commencement Date if he is not eligible for severance benefits under Section 5.5 or (b) the expiration of the Severance Benefit Period if the Executive is eligible for severance benefits under Section 5.5.Term

Non-Compete. During the Restricted Period, the The Executive shall not (A) engagenot, anywhere within directly or indirectly, without the Territory (as hereinafter defined)prior consent of a majority of the members of the Company's Board of Directors, as an officer, director or in any other managerial capacity or as an owner, co-owner or other investor or creditor in or of, whether as an employee, independent contractor, consultant or advisor, in any business selling or providing render any services which are sold or offered by the Company, within the territory surrounding each office or fabrication facility (each a "FACILITY") at which the Executive was employed by the Company within the three-year period immediately preceding the date of the Executive's termination of employment (for purposes of this Section 4.1, the territory surrounding a facility shall be: (1) the city, town or village in which the facility is located, (2) the county or parish in which the facility is located, (3) the counties or parishes contiguous to the county or parish in which the facility is located and (4) the area located within 100 miles of the facility, all of such locations being herein collectively called the "TERRITORY"), or (B) call on any person or entity Entity or acquire any interest of any type in any Entity, that at the time is, or at any time within one year prior to the date of termination of the Executive's employment was, a customer of might be deemed in competition with the Company; provided, for the purpose of soliciting or selling any product or service which is then sold or offered within the Territory by the Company if the Executive has knowledge of that customer relationship; PROVIDED, HOWEVERhowever, that nothing in this Section 4.1.1 the forego ing shall not be deemed to prohibit the Executive from owning(a) acquiring, directly solely as an investment and through market purchases, securities of any Entity which are registered under Section 12(b) or indirectly12(g) of the Securities Exchange Act of 1934 and which are publicly traded, so long as he is not part of any control group of such Entity and such securities, if converted, do not constitute more than one percent (1%) of the outstanding voting power of that Entity, (b) acquiring, solely as an investment, any securities of any entity traded on any national an Entity (other than an Entity that has outstanding securities exchange or over-the-counter market if covered by the Executive is not preceding clause (a)) so long as he remains a controlling person of, or a member of a group which controls, passive investor in such entity Entity and does not become part of any control group thereof and so long as such Entity is not, directly or indirectly, own one percent or more in competition with the Company, (c) serving as a director of any class Entity that is not in competition with the Company or (d) during the Advisory Period, being a partner in or of securities counsel to a law firm that represents any person or Entity that is in competition with the Company so long as the Executive does not personally provide or assist in the provision of services to any such entityperson or Entity. As used For purposes of the foregoing, a person or Entity shall be deemed to be in this Section 4, competition with the term "RESTRICTED PERIOD" means Company if such person or it engages in any line of business that is substantially the period beginning on the Commencement Date and ending: same as either (i) if during any line of operating business which the Employment Term Company engages in, conducts or, to the knowledge of the Executive's employment terminates as a result of (a) a termination for Cause under Section 5.2 , has definitive plans to engage in or (b) the Executive's voluntary resignation, the fourth anniversary of the Commencement Date; conduct or (ii) if during any operating business that is engaged in or conducted by the Employment Term Company and as to which, to the knowledge of the Executive's employment terminates as a result of (a) a termination without Cause under Section 5.3 or (b) a termination for disability under Section 5.4, the expiration Company covenants in writing, in connection with the disposition of the Total Severance Benefit Period (as defined in Section 5.5); or (iii) if after the Employment Term the Executive's employment terminates for any reasonsuch business, the latest not to occur of (a) the fourth anniversary of the Commencement Date if he is not eligible for severance benefits under Section 5.5 or (b) the expiration of the Severance Benefit Period if the Executive is eligible for severance benefits under Section 5.5compete therewith.

Non-Compete. During As a material inducement to Buyer to enter into and perform its obligations under this Agreement, Seller and the Formans, for themselves and on behalf of their Affiliates (collectively, the “Selling Parties”), hereby agree that from and after the Closing Date and continuing for five (5) years from the Closing Date (the “Restricted Period, the Executive shall not (A) engage, anywhere within the Territory (as hereinafter defined”), as an officer, director or in any other managerial capacity or as an owner, co-owner or other investor or creditor in or of, whether as an employee, independent contractor, consultant or advisor, in any business selling or providing any services which are sold or offered by the Company, within the territory surrounding each office or fabrication facility (each a "FACILITY") at which the Executive was employed by the Company within the three-year period immediately preceding the date of the Executive's termination of employment (for purposes of this Section 4.1, the territory surrounding a facility they shall be: (1) the city, town or village in which the facility is located, (2) the county or parish in which the facility is located, (3) the counties or parishes contiguous to the county or parish in which the facility is located and (4) the area located within 100 miles of the facility, all of such locations being herein collectively called the "TERRITORY"), or (B) call on any person or entity that at the time is, or at any time within one year prior to the date of termination of the Executive's employment was, a customer of the Company, for the purpose of soliciting or selling any product or service which is then sold or offered within the Territory by the Company if the Executive has knowledge of that customer relationship; PROVIDED, HOWEVER, that nothing in this Section 4.1.1 shall prohibit the Executive from owningnot, directly or indirectly, solely as an investmentemployee, agent, consultant, director, equityholder, manager, or in any other individual or representative capacity, own, operate, manage, control, engage in, invest in, be employed by or participate in any manner in, render services for, or otherwise assist any Person that engages in or owns, invests in, operates, manages or controls any venture or enterprise that directly or indirectly engages in the development, ownership or operation of movie theaters in the “Territory” (as defined in Article 12 below) (collectively, “Competitive Activities”); provided, however, that nothing contained herein shall be construed to prevent any of the Selling Parties from engaging in, directly or indirectly, any of the following activities (collectively, the “Permitted Competitive Activities”): (a) investing in the securities of any entity traded engaged in Competitive Activities whose equity securities are listed on any a national securities exchange or traded in the over-the-counter market if so long as such Selling Party does not own more than five percent (5%) of the Executive is not a controlling person of, or a member of a group which controls, such entity and does not, directly or indirectly, own one percent or more of any class of securities outstanding equity of such entity. As used in this Section 4, the term "RESTRICTED PERIOD" means the period beginning on the Commencement Date and ending: (i) if during the Employment Term the Executive's employment terminates as a result of (a) a termination for Cause under Section 5.2 or ; (b) investing in the Executive's voluntary resignationsecurities of Buyer or any of its Affiliates; (c) engaging in Competitive Activities within the Territory as provided in Section 7.10 below; or (d) directly or indirectly engaging in the ownership, the fourth anniversary investment, operation, management, development, construction or control of any retail development or shopping center that contains a movie theater, provided that such movie theater is not owned, managed or operated by any of the Commencement Date; Selling Parties (ii) if during a “Non-Affiliated Theater Owner”), provided, further, that the Employment Term obligation to pay, or the Executive's employment terminates as a result of (a) a termination without Cause under Section 5.3 or (b) a termination for disability under Section 5.4payment of, the expiration percentage rent to any of the Total Severance Benefit Period (as defined in Section 5.5); or (iii) if after Selling Parties by any such Non-Affiliated Theater Owner shall not be deemed the Employment Term the Executive's employment terminates for ownership or operation of such movie theater by any reason, the latest to occur of (a) the fourth anniversary of the Commencement Date if he is not eligible for severance benefits under Section 5.5 or (b) the expiration of the Severance Benefit Period if the Executive is eligible for severance benefits under Section 5.5such Selling Parties.

Non-Compete. During the Restricted PeriodSo long as this Master Agreement shall remain in effect, the Executive shall not Manager agrees that neither Manager nor its affiliates will compete with Client by (Aa) engageperforming, anywhere offering to perform or soliciting timberland portfolio investment services for Plans and Endowments investing in timberlands within the Territory Continental United States or Canada; (as hereinafter defined), as an officer, director b) soliciting or in any other managerial capacity or as an owner, co-owner or other investor or creditor in or of, whether as an employee, independent contractor, consultant or advisor, in any business selling or providing any services which are sold or offered by the Company, attempting to raise timberland investment capital from Plans and Endowments for timberland investments within the territory surrounding each office Continental United States or fabrication facility Canada; or (each c) managing timberland properties in the Continental United States or Canada owned or managed for Plans and Endowments. In addition, recognizing Client’s need to protect its legitimate business interests, and as a "FACILITY") at which further inducement to Client to continue to enter into this Master Agreement, Manager hereby covenants and agrees with Client that during the Executive was employed by the Company within the three-year period immediately preceding the date of the Executive's termination of employment (for purposes term of this Section 4.1Master Agreement, the territory surrounding a facility shall be: (1) the city, town or village in which the facility is located, (2) the county or parish in which the facility is located, (3) the counties or parishes contiguous to the county or parish in which the facility is located and (4) the area located within 100 miles of the facility, all of such locations being herein collectively called the "TERRITORY"), or (B) call on any person or entity that at the time is, or at any time within one year prior to the date of termination of the Executive's employment was, a customer of the Company, for the purpose of soliciting or selling any product or service which is then sold or offered within the Territory by the Company if the Executive has knowledge of that customer relationship; PROVIDED, HOWEVER, that nothing in this Section 4.1.1 shall prohibit the Executive from owning, directly or indirectly, solely as an investment, securities of any entity traded on any national securities exchange or over-the-counter market if the Executive is not a controlling person of, or a member of a group which controls, such entity and does Manager will not, directly or indirectly, own one percent for itself or more any other person, business or entity: (x) have any ownership interest in any Competing Business (other than passive ownership of publicly-traded securities constituting less than a 1% interest), provided that Manager’s continuing ownership of any class of securities of ownership interest in an entity that was not a Competing Business when such entity. As used in this Section 4investment was made, the term "RESTRICTED PERIOD" means the period beginning on the Commencement Date and ending: (i) if during the Employment Term the Executive's employment terminates but subsequently becomes a Competing Business as a result of a sale of an interest therein to a Plan or Endowment by a person or entity not controlled by Manager, shall not constitute a breach of this clause (x) as long as Manager neither manages or operates such entity, nor owns more than 5% of the entity from and after the date that it becomes a Competing Business, unless otherwise agreed in writing by Client; or (y) attempt to employ or recruit, or assist any other person or entity in employing or recruiting, for or on behalf of any Competing Business, any employee who is employed by Client. Manager represents and warrants that neither it nor any of its affiliates presently conducts any of the activities described in clauses (a), (b), (c) a termination for Cause under Section 5.2 or (bx) of this Section 4.02, except insofar as the Executive's voluntary resignationunits of interest in Xxxx Resources, A Delaware Limited Partnership (“Xxxx”) are publicly traded. Xxxx and Manager or its other affiliates may be deemed to provide timberland portfolio investment services for, or to manage timberlands beneficially owned by, Plans or Endowments that purchase such, units. Notwithstanding the fourth anniversary foregoing, Manager covenants and agrees that, so long as this Master Agreement shall remain in effect, neither Manager nor any of its affiliates will issue any new interests that are publicly traded in the United States which constitute an interest in any entity that owns or manages timberlands located in the Continental United States of Canada; except for the issuance of new interests in conjunction with any option, incentive or compensation programs of Manager or its affiliates for the benefit of its officers, directors, employees, or agents. Nothing in this Section 4.02 shall be deemed to apply to the issued units of Xxxx existing as of the Commencement Date; effective date of this Master Agreement. For purposes of this Section 4.02, “affiliate” shall mean any person or entity (whether now existing or hereafter created) that is controlled by, in control of, or under common control with Manager, and shall in any event include Xxxx. Notwithstanding any other provision of this Section 4.02, it is understood and agreed that nothing herein shall prohibit Manager or its affiliates from advertising, soliciting, marketing for sale, or selling or conveying any timberland or other property now or hereafter owned by Manager or its affiliates to a Plan or Endowment, provided that neither Manager nor its affiliates shall provide management services for any timberland conveyed to such Plan or Endowment after closing. In conjunction with any such sale, an affiliate of Manager may create or cause to be created a publicly traded vehicle to facilitate the sale. The provisions of this Section 4.02 shall survive termination of this Master Agreement for a period of (i) twenty-four calendar months with respect to each Plan and Endowment that is invested in an Ultimate Client Portfolio managed by Client and (ii) if during twelve calendar months with respect to any other Plan or Endowment. Manager and Client hereby expressly agree that damages may not compensate Client adequately for a breach of this `Section 4.02, and acknowledge that absent this Section 4.02 Client would not have entered into this Master Agreement. Therefore, to the Employment Term maximum extend permitted by law, upon establishment of a breach of this Section 4.02, the Executive's employment terminates parties hereby specifically agree that Client shall be entitled to specific performance of the provisions of this Section 4.02, and in the event that Client brings any action for specific performance of this Section 4.02 Manager waives any objection or right to object to the suitability or availability of specific performance as a result remedy for breach of (a) a termination this Section 4.02, including without Cause under Section 5.3 limitation any objection based on the adequacy of damages or (b) a termination for disability under Section 5.4, the expiration irreparable nature of the Total Severance Benefit Period (as defined injury claimed by Client. The foregoing, however, shall not be deemed to constitute a waiver by Manager of its right to participate in the litigation, to dispute whether a breach of this Section 5.5); or (iii) if after 4.02 occurred or whether the Employment Term the Executive's employment terminates for any reason, the latest to occur of (a) the fourth anniversary scope of the Commencement Date if he equitable relief requested by Client is not eligible for severance benefits under Section 5.5 or (b) appropriate and consistent with the expiration strict enforcement of the Severance Benefit Period if provisions of this Section 4.02. For purposes of this Section 4.02 the Executive is eligible for severance benefits under Section 5.5.following terms shall have the corresponding meanings ascribed below:

Non-Compete. During As an inducement for Buyer to enter into this Agreement and to consummate the Restricted transactions contemplated by this Agreement, each Seller hereby covenants and agrees that during the Restrictive Period, the Executive : (i) such Seller shall not (A) engage, anywhere within the Territory (as hereinafter definedand shall cause its Affiliates not to), as an officer, director or in any other managerial capacity or as an owner, co-owner or other investor or creditor in or of, whether as an employee, independent contractor, consultant or advisor, in any business selling or providing any services which are sold or offered by the Company, within the territory surrounding each office or fabrication facility (each a "FACILITY") at which the Executive was employed by the Company within the three-year period immediately preceding the date of the Executive's termination of employment (for purposes of this Section 4.1, the territory surrounding a facility shall be: (1) the city, town or village in which the facility is located, (2) the county or parish in which the facility is located, (3) the counties or parishes contiguous to the county or parish in which the facility is located and (4) the area located within 100 miles of the facility, all of such locations being herein collectively called the "TERRITORY"), or (B) call on any person or entity that at the time is, or at any time within one year prior to the date of termination of the Executive's employment was, a customer of the Company, for the purpose of soliciting or selling any product or service which is then sold or offered within the Territory by the Company if the Executive has knowledge of that customer relationship; PROVIDED, HOWEVER, that nothing in this Section 4.1.1 shall prohibit the Executive from owning, directly or indirectly, solely engage or have a financial interest in, manage, control, participate in (whether as an investmentofficer, director, employee, partner, manager, member, agent, representative or otherwise), consult with or render services to, any Person or business that cultivates, grows, produces, distributes, markets, sells or licenses cannabis, or otherwise provides any cannabis products or services, in each case, in the United States of America (the “Territory”). Nothing herein shall prohibit a Seller (or any of its Affiliates) from (i) being a passive owner of not more than 1% of the outstanding securities of any entity traded on class of a company which is publicly traded, so long as such Seller (or any national securities exchange of its Affiliates) has no active participation in the business of such company, (ii) having a financial interest in, managing, controlling, participating in (whether as an officer, director, employee, partner, manager, member, agent, representative or overotherwise), consulting with or rendering services to any non-the-counter market if plant touching businesses that do not provide products or services that compete with any products or services of Parent, Buyer or any of their Affiliates (including, for the Executive is not a controlling person ofavoidance of doubt, the Companies and their Subsidiaries), (iii) any competitive activity resulting from ownership of Sellers in MotaWorks, or a member DellockDigitl, LLC, to the extent such assets or interests are acquired by Sellers from Parent after the Closing Date and (iv) any competitive activity resulting from ownership and operation of a group which controls, and its subsidiaries in the State of Illinois until such entity time as it is acquired by or another Third Party. (ii) such Seller shall not (and does notshall cause its Affiliates not to), directly or indirectly, own one percent actively engage, manage, control or more participate in any business that competes with any Company or any Subsidiary of any class of securities of such entitya Company in the Territory. As used in this Section 4, Each Seller acknowledges that the term "RESTRICTED PERIOD" means geographic restrictions set forth above are reasonable and necessary to protect the period beginning on the Commencement Date and ending: (i) if during the Employment Term the Executive's employment terminates as a result of (a) a termination for Cause under Section 5.2 or (b) the Executive's voluntary resignation, the fourth anniversary goodwill of the Commencement Date; (ii) if during Companies’ businesses being sold by the Employment Term the Executive's employment terminates as a result of (a) a termination without Cause under Section 5.3 or (b) a termination for disability under Section 5.4, the expiration of the Total Severance Benefit Period (as defined in Section 5.5); or (iii) if after the Employment Term the Executive's employment terminates for any reason, the latest Sellers pursuant to occur of (a) the fourth anniversary of the Commencement Date if he is not eligible for severance benefits under Section 5.5 or (b) the expiration of the Severance Benefit Period if the Executive is eligible for severance benefits under Section 5.5this Agreement.

Non-Compete. During Consultant covenants, promises and agrees that, at no time during the Restricted Periodterm of this Agreement, or for a period of two (2) years immediately following the Executive shall not (A) engagetermination of this agreement, anywhere within regardless of who initiated the Territory (as hereinafter defined)termination, as an officerwill Consultant, director for itself or in on behalf of any other managerial capacity person, firm, partnership, or as an owner, co-owner or other investor or creditor in or of, whether as an employee, independent contractor, consultant or advisor, in any business selling or providing any services which are sold or offered by the Company, within the territory surrounding each office or fabrication facility (each a "FACILITY") at which the Executive was employed by the Company within the three-year period immediately preceding the date of the Executive's termination of employment (for purposes of this Section 4.1, the territory surrounding a facility shall be: corporation: (1) make known to any person, firm, partnership, or corporation, either directly or indirectly the citynames and/or addresses of any such customers or clients of CLIENT or any information relating in any manner or way to CLIENT’s trade or business relationship with such customers or clients. All books, town records and accounts relating to any matter relating to CLIENT’s customers, whether prepared by Consultant or village in which otherwise, coming into Consultant’s possession, shall be the facility is locatedexclusive property of CLIENT, and shall be returned immediately to CLIENT on termination of this agreement or on CLIENT’s request made at any time. (2) divulge, disclose or communicate to any person, firm, partnership, or corporation in any manner whatsoever any information concerning any matters affecting or relating to the county business of CLIENT, including, without limiting the generality of the foregoing, any of its customers, the prices it obtains or parish in has obtained from the sale of, or at which it sells or has sold, its products or services, or any other information concerning the facility is locatedbusiness of CLIENT, its manner of operation, its plans, processes or other data without regard to whether all of the foregoing matters will be deemed confidential, material or important, the parties hereto stipulating that, as between them, the same are important, material and gravely affect the effective and successful conduct of the business of CLIENT and CLIENT’s good will, and that any breach of the terms of this paragraph shall be a material breach of this Agreement. (3) induce or attempt to induce any employee of CLIENT to quit employment with CLIENT or to become employed by or with any other person or entity. Consultant covenants, promises and agrees that, at no time during the counties term of this Agreement, or parishes contiguous for the period that the Consultant receives commissions, regardless of who initiated the termination, will Consultant, for itself or on behalf of any other person, firm, partnership, or corporation: perform, or agree to perform, any services that are similar to the county Services for any third party that develops, manufactures, markets, sells, licenses, distributes, or parish provides products or services that are similar to the current products or current services developed, manufactured, marketed, sold, licensed, distributed, or provided by CLIENT. Consultant further covenants and agrees that the restrictive covenant set forth in this paragraph is reasonable as to duration, terms, and geographical area and that the same protects the legitimate interest of CLIENT, imposes no undue hardship on Consultant, and is not injurious to the public. It is the desire and intent of the parties that the provisions of this paragraph be enforced to the fullest extent permissible under the laws and public policies applied in each jurisdiction in which enforcement is sought. Accordingly, if any particular portion of paragraph shall be adjudicated to be invalid or unenforceable, this paragraph shall be deemed amended to apply in the facility is located broadest allowable manner and (4) to delete herefrom the area located within 100 miles of the facilityportion adjudicated to be invalid or unenforceable, all of such locations being herein collectively called the "TERRITORY"), or (B) call on any person or entity that at the time is, or at any time within one year prior amendment and deletion to apply only with respect to the date operation of termination of paragraph in the Executive's employment was, a customer of the Company, for the purpose of soliciting or selling any product or service particular jurisdiction in which that adjudication is then sold or offered within the Territory by the Company if the Executive has knowledge of that customer relationship; PROVIDED, HOWEVER, that nothing in this Section 4.1.1 shall prohibit the Executive from owning, directly or indirectly, solely as an investment, securities of any entity traded on any national securities exchange or over-the-counter market if the Executive is not a controlling person of, or a member of a group which controls, such entity and does not, directly or indirectly, own one percent or more of any class of securities of such entity. As used in this Section 4, the term "RESTRICTED PERIOD" means the period beginning on the Commencement Date and ending: (i) if during the Employment Term the Executive's employment terminates as a result of (a) a termination for Cause under Section 5.2 or (b) the Executive's voluntary resignation, the fourth anniversary of the Commencement Date; (ii) if during the Employment Term the Executive's employment terminates as a result of (a) a termination without Cause under Section 5.3 or (b) a termination for disability under Section 5.4, the expiration of the Total Severance Benefit Period (as defined in Section 5.5); or (iii) if after the Employment Term the Executive's employment terminates for any reason, the latest to occur of (a) the fourth anniversary of the Commencement Date if he is not eligible for severance benefits under Section 5.5 or (b) the expiration of the Severance Benefit Period if the Executive is eligible for severance benefits under Section 5.5made.

Non-Compete. During the Restricted Period, the Executive shall not (A) engage, anywhere within the Territory (as hereinafter defined), as an owner, co-owner, investor, creditor, officer, director director, employee, independent contractor, consultant, advisor, or in any other managerial capacity or as an owner, co-owner or other investor or creditor in or of, whether as an employee, independent contractor, consultant or advisor, in any business selling or providing any services which are sold or offered by that is directly competitive with the CompanyBusiness, within the territory area surrounding each office or fabrication facility (each a "FACILITY"“Facility”) at which the Executive was employed by the Company within the threetwo-year period immediately preceding the date of the Executive's termination of employment (for employment. For purposes of this Section 4.1, the territory area surrounding a facility Facility shall be: (1) the city, town or village in which the facility Facility is located, (2) the county or parish in which the facility Facility is located, (3) the counties or parishes contiguous to the county or parish in which the facility Facility is located and (4) the area located within 100 150 miles of the facilityFacility, all of such locations being herein collectively called the "TERRITORY")“Territory”, or (B) call on any person or entity that at the time is, or at any time within one one-year prior to the date of termination of the Executive's employment was, a customer of the Company, for the purpose of soliciting or selling any product or service which is then sold or offered within the Territory by the Company if the Executive has knowledge of that customer relationship; PROVIDEDprovided, HOWEVERhowever, that nothing in this Section 4.1.1 shall prohibit the Executive from owning, directly or indirectly, solely as an investment, securities of any entity traded on any national securities exchange or over-the-counter market if the Executive is not a controlling person of, or a member of a group which controls, controls such entity and does not, directly or indirectly, own one percent or more of any class of securities of such entity. As used in this Section 4, the term "RESTRICTED PERIOD" “Restricted Period” means the period beginning on the Commencement Date and ending: (i) if during the Employment Term the Executive's employment terminates as a result of (a) a termination for Cause under Section 5.2 or (b) the Executive's voluntary resignation, the fourth anniversary of the Commencement Date; (ii) if during the Employment Term the Executive's employment terminates as a result of (a) a termination without Cause under Section 5.3 or (b) a termination for disability under Section 5.4, the expiration of the Total Severance Benefit Period (as defined in Section 5.5); or (iii) if after the Employment Term the Executive's employment terminates for any reason, the latest to occur of (a) the fourth anniversary of the Commencement Date if he is not eligible for severance benefits under Section 5.5 or (b) the expiration of the Severance Benefit Period if the Executive is eligible for severance benefits under Section 5.5.

Non-Compete. During (a) The Corporation and the Restricted PeriodExecutive acknowledge that: (i) the Corporation has a special interest in and derives significant benefit from the unique skills and experience of the Executive; (ii) the Executive will use and have access to proprietary and valuable Confidential Information (as defined in Section 3.2 hereof) during the course of the Executive’s employment; and (iii) the agreements and covenants contained herein are essential to protect the business and goodwill of the Corporation or any of its subsidiaries, affiliates or licensees. Accordingly, except as hereinafter noted, the Executive covenants and agrees that during the Term, and for the period of six (6) months following the termination of Executive’s employment, or for the remainder of such Term following the termination of Executive’s employment, whichever is greater, the Executive shall not provide any labor, work, services or assistance (A) engage, anywhere within the Territory (as hereinafter defined), whether as an officer, director or in any other managerial capacity or as an director, employee, partner, agent, owner, co-owner or other investor or creditor in or of, whether as an employee, independent contractor, consultant consultant, stockholder or advisorotherwise) to a “Competing Business.” For purposes hereof, “Competing Business” shall mean any business engaged in the designing, marketing or distribution of premium lifestyle products, including but not limited to apparel, home, accessories and fragrance products, which competes in any business selling material respects with the Corporation or providing any services which are sold of its subsidiaries, affiliates or offered by licensees, and shall include, without limitation, those brands and companies that the Company, within the territory surrounding each office or fabrication facility (each a "FACILITY") at which Corporation and the Executive was have jointly designated in writing on the date hereof, which is incorporated herein by reference and which is attached as Schedule A, as being in competition with the Corporation or any of its subsidiaries, affiliates or licensees as of the date hereof. Thus, Executive specifically acknowledges that Executive understands that, except as provided in Section 3.1(b), he may not become employed by any Competing Business in any capacity during the Company within the three-year period immediately preceding the date of the Executive's termination of employment (for purposes of this Section 4.1, the territory surrounding a facility shall be: (1) the city, town or village time periods in which the facility he is locatedrestricted herein, (2) the county or parish in which the facility is located, (3) the counties or parishes contiguous to the county or parish in which the facility is located and (4) the area located within 100 miles of the facility, all of such locations being herein collectively called the "TERRITORY"), or (B) call on any person or entity provided that at the time is, or at any time within one year prior to the date of termination of the Executive's employment was, a customer of the Company, for the purpose of soliciting or selling any product or service which is then sold or offered within the Territory by the Company if the Executive has knowledge of that customer relationship; PROVIDED, HOWEVER, that nothing in this Section 4.1.1 shall prohibit the Executive from owning, directly or indirectlymay own, solely as an investment, securities of any entity which are traded on any a national securities exchange or over-the-counter market if the Executive is not a controlling person of, or a member of a group which controls, that controls such entity and does not, directly or indirectly, own one percent 2% or more of any class of securities of such entity. As used in this Section 4, the term "RESTRICTED PERIOD" means the period beginning on the Commencement Date and ending:. (i) if during the Employment Term the Executive's employment terminates as a result of (a) a termination for Cause under Section 5.2 or (b) If the Executive is notified pursuant to Section 2.1(a) hereof that his services will no longer be required during the Term or if the Executive terminates his employment during the Term for Good Reason pursuant to Section 2.1(e), then Executive's voluntary resignation, ’s obligation of non-competition under Section 3.1(a) shall only govern his conduct for a period of six (6) months following the fourth anniversary of the Commencement Date;date that his employment is terminated in accordance with this Section 3.1(b). (iic) if during It is acknowledged by the Employment Term Executive that the Executive's employment terminates as a result Corporation has determined to relieve the Executive from any obligation of (a) a termination without Cause under Section 5.3 or (b) a termination for disability under Section 5.4, non-competition upon the expiration of (6) months or the Total Severance Benefit Period (as defined in Section 5.5); or (iii) remainder of the Term following the termination of Executive’s employment, whichever is greater. It is further acknowledged by the Executive that if after the Employment Term Corporation terminates the Executive's ’s employment terminates for any reason, the latest to occur of (a) the fourth anniversary of the Commencement Date if he is not eligible for severance benefits under Section 5.5 2.1(a) or (b) the expiration of the Severance Benefit Period if the Executive is eligible has terminated his employment for Good Reason pursuant to Section 2.1(e), that the obligation of non-competition shall only be in force for a period of six (6) months. In consideration of that, and in consideration of all of the compensation provisions in this Agreement (including the potential for the award of stock options, restricted shares and/or RPSUs and severance benefits payments that may be provided to the Executive), Executive agrees to the provisions of Section 3.1 and also agrees that the non-competition obligations imposed herein are fair and reasonable under Section 5.5all the circumstances.

Non-Compete. During the Restricted Period, the The Executive shall not (A) engage, anywhere within during the Territory Restricted Period (as hereinafter defineddefined below) in the United States, Canada or any other place where the Company and its affiliates conduct substantial manufacturing operations related to the Company Business, directly or indirectly (except in the Executive's capacity as an officer of the Company or any of its affiliates), (a) engage or participate in the Company Business; (b) enter the employ of, or render any other services to, any person engaged in the Company Business; or (c) become interested in any such person in any capacity, including, without limitation, as an individual partner, shareholder, lender, officer, director director, principal, agent or in any other managerial capacity or as an ownertrustee; provided, co-owner or other investor or creditor in or ofhowever, whether as an employee, independent contractor, consultant or advisor, in any business selling or providing any services which are sold or offered by the Company, within the territory surrounding each office or fabrication facility (each a "FACILITY") at which that the Executive was employed by the Company within the three-year period immediately preceding the date of the Executive's termination of employment (for purposes of this Section 4.1, the territory surrounding a facility shall be: (1) the city, town or village in which the facility is located, (2) the county or parish in which the facility is located, (3) the counties or parishes contiguous to the county or parish in which the facility is located and (4) the area located within 100 miles of the facility, all of such locations being herein collectively called the "TERRITORY"), or (B) call on any person or entity that at the time is, or at any time within one year prior to the date of termination of the Executive's employment was, a customer of the Company, for the purpose of soliciting or selling any product or service which is then sold or offered within the Territory by the Company if the Executive has knowledge of that customer relationship; PROVIDED, HOWEVER, that nothing in this Section 4.1.1 shall prohibit the Executive from owningmay own, directly or indirectly, solely as an investment, securities of any entity traded on any national securities exchange or over-the-counter market listed on the National Association of Securities Dealers Automated Quotation System if the Executive is not a controlling person of, or a member of a group which controls, such entity and the Executive does not, directly or indirectly, own one five percent (5%) or more of any class of equity securities, or securities convertible into or exercisable or exchangeable for five percent (5%) or more of any class of equity securities, of such entity. As used in this Section 4herein, the term "RESTRICTED PERIODRestricted Period" means shall mean a period commencing on January 28, 1991 and terminating upon the period beginning first to occur of (w) the date on which the Commencement Date and ending: (i) if during the Employment Term Company terminates the Executive's employment without Cause, (x) the date on which the Executive terminates as a result his employment for Good Reason, (y) the date of (a) a termination for Cause under Section 5.2 of this Agreement, or (bz) the Executive's voluntary resignation, the fourth anniversary date on which a Change of the Commencement Date; (ii) if during the Employment Term the Executive's employment terminates as a result of (a) a termination without Cause under Section 5.3 or (b) a termination for disability under Section 5.4, the expiration of the Total Severance Benefit Period Control (as defined in Section 5.5)10, below) occurs; or (iii) provided, however, that if after the Employment Term Company shall have terminated the Executive's employment terminates with the Company for any reason, the latest to occur of (a) the fourth anniversary of the Commencement Date if he is not eligible for severance benefits under Section 5.5 Cause or (b) the expiration of the Severance Benefit Period if the Executive is eligible for severance benefits under Section 5.5shall have terminated his employment with the Company without Good Reason, the Restricted Period shall end on the first anniversary of such termination of employment.