Common use of Non-Competition Agreement Clause in Contracts

Non-Competition Agreement. (a) Subject to Sections 5(d) and (f) and Section 12, Employee will not, during the period of his employment by or with the Company, and for a period of two (2) years immediately following the termination of his employment with the Company, for any reason whatsoever, directly or indirectly, for himself or on behalf of or in conjunction with any other person, company, partnership, corporation, business or entity of whatever nature: (i) engage, as an officer, director, shareholder, owner, partner, joint venturer, or in a managerial capacity, whether as an employee, independent contractor, consultant or advisor, or as a sales representative, in any business selling any products or services in direct competition with the Company, within 100 miles of (i) the principal executive offices of the Company or (ii) any place to which the Company provides products or services or in which the Company (including the subsidiaries thereof) is in the process of initiating business operations during the term of this covenant (the “Territory”); (ii) call upon, hire, attempt to hire, contact or solicit with respect to hiring (for Employee or on behalf of another) any person who is, at that time, or who has been within one (1) year prior to that time in the Territory, an employee of the Company (including the subsidiaries thereof) in a managerial or sales capacity for the purpose or with the intent of enticing such employee away from or out of the employ of the Company (including the subsidiaries thereof), provided that Employee shall be permitted to call upon and hire any member of his immediate family; (iii) call upon, solicit, divert or take away or attempt to call upon, solicit, divert or take away any person or entity which is, at that time, or which has been, within one (1) year prior to that time, a customer of the Company (including the subsidiaries thereof) within the Territory for the purpose of soliciting or selling products or services in direct competition with the Company within the Territory; (iv) call upon any prospective acquisition candidate, on Employee’s own behalf or on behalf of any competitor, which candidate was either called upon by the Company (including the subsidiaries thereof) or for which the Company made an acquisition analysis, for the purpose of acquiring such entity; or (v) disclose customers, whether in existence or proposed, of the Company (or the subsidiaries thereof) to any person, firm, partnership, corporation or business for any reason or purpose whatsoever. As used in Section 3(a), references to the business, customers, Territory, etc. of the Company refer to the status of the Company prior to any Change in Control (i.e., such breadth of business, customers, Territory, etc. shall not automatically be expanded to include those of a successor to the Company resulting from a Change in Control). Notwithstanding the above, the foregoing covenant shall not be deemed to prohibit Employee from acquiring as an investment not more than three percent (3%) of the capital stock of a competing business, whose stock is traded on a national securities exchange or over-the-counter. (b) Because of the difficulty of measuring economic losses to the Company as a result of a breach of the foregoing covenant, and because of the immediate and irreparable damage that could be caused to the Company for which it would have no other adequate remedy, Employee agrees that the foregoing covenant may be enforced by the Company in the event of breach by him by injunctions and restraining orders without the necessity of posting any bond therefor. (c) In the course of Employee’s employment with the Company, Employee will become exposed to certain of the Company’s confidential information and business relationships, which the above covenants are designed to protect and Employee agrees to keep such confidential information in the strictest confidence. It is agreed by the parties that the foregoing covenants in this Section 3 impose a reasonable restraint on Employee in light of the activities and business of the Company (including the Company’s subsidiaries) on the date of the execution of this Agreement and the current plans of the Company (including the Company’s subsidiaries); but it is also the intent of the Company and Employee that such covenants be construed and enforced in accordance with the changing activities, business and locations of the Company (including the Company’s subsidiaries) throughout the term of this covenant, whether before or after the date of termination of the employment of Employee, subject to the following paragraph. For example, if, during the Term of this Agreement, the Company (including the Company’s subsidiaries) engages in new and different activities, enters a new business or established new locations for its current activities or business in addition to or other than the activities or business enumerated under the Recitals above or the locations currently established therefor, then Employee will be precluded from soliciting the customers or employees of such new activities or business or from such new location and from directly competing with such new business within 100 miles of its then-established operating location(s) through the term of this covenant. It is further agreed by the parties hereto that, in the event that Employee shall cease to be employed hereunder, and shall enter into a business or pursue other activities not in competition with the Company (including the Company’s subsidiaries), or similar activities or business in locations the operation of which, under such circumstances, does not violate clause (i) of this Section 3, and in any event such new business, activities or location are not in violation of this Section 3 or of Employee’s obligations under this Section 3, if any, Employee shall not be chargeable with a violation of this Section 3 solely because the Company (including the Company’s subsidiaries) shall thereafter enter the same, similar or a competitive (i) business, (ii) course of activities or (iii) location, as applicable. (d) The covenants in this Section 3 are severable and separate, and the unenforceability of any specific covenant shall not affect the provisions of any other covenant. Moreover, in the event any court of competent jurisdiction shall determine that the scope, time or territorial restrictions set forth are unreasonable, then it is the intention of the parties that such restrictions be enforced to the fullest extent which the court deems reasonable, and the Agreement shall thereby be reformed to such extent. (e) All of the covenants in this Section 3 shall be construed as an agreement independent of any other provision in this Agreement, and the existence of any claim or cause of action of Employee against the Company, whether predicated on this Agreement or otherwise, shall not constitute a defense to the enforcement by the Company of such covenants. It is specifically agreed that the period of two (2) years following Employee’s employment set forth at the beginning of this Section 3, during which the agreements and covenants of Employee made in this Section 3 shall be effective, shall be computed by excluding from such computation any time during which Employee is in violation of any provision of this Section 3.

Non-Competition Agreement. (a) Subject to Sections 5(d) and (f) and Section 12, Employee will not, during the period of his employment by or with the Company, and for a period of two (2) years immediately following the termination of his employment with the Company, for any reason whatsoever, directly or indirectly, for himself or on behalf of or in conjunction with any other person, company, partnership, corporation, business or entity of whatever nature: (i) engage, as an officer, director, shareholder, owner, partner, joint venturer, or in a managerial capacity, whether as an employee, independent contractor, consultant or advisor, or as a sales representative, in any business selling any products or services in direct competition with the Company, within 100 miles of (i) the principal executive offices of the Company or (ii) any place to which the Company provides products or services or in which the Company (including the subsidiaries thereof) is in the process of initiating business operations during the term of this covenant (the “"Territory”"); (ii) call upon, hire, attempt to hire, contact or solicit with respect to hiring (for Employee or on behalf of another) upon any person who is, at that time, or who has been within one (1) year prior to that time in the Territory, an employee of the Company (including the subsidiaries thereof) in a managerial or sales capacity for the purpose or with the intent of enticing such employee away from or out of the employ of the Company (including the subsidiaries thereof), provided that Employee shall be permitted to call upon and hire any member of his immediate family; (iii) call upon, solicit, divert or take away or attempt to call upon, solicit, divert or take away upon any person or entity which is, at that time, or which has been, within one (1) year prior to that time, a customer of the Company (including the subsidiaries thereof) within the Territory for the purpose of soliciting or selling products or services in direct competition with the Company within the Territory; (iv) call upon any prospective acquisition candidate, on Employee’s 's own behalf or on behalf of any competitor, which candidate was either called upon by the Company (including the subsidiaries thereof) or for which the Company made an acquisition analysis, for the purpose of acquiring such entity; or (v) disclose customers, whether in existence or proposed, of the Company (or the subsidiaries thereof) to any person, firm, partnership, corporation or business for any reason or purpose whatsoever. As used in Section 3(a), references to the business, customers, Territory, etc. of the Company refer to the status of the Company prior to any Change in Control (i.e., such breadth of business, customers, Territory, etc. shall not automatically be expanded to include those of a successor to the Company resulting from a Change in Control). Notwithstanding the above, the foregoing covenant shall not be deemed to prohibit Employee from acquiring as an investment not more than three percent (3%) of the capital stock of a competing business, whose stock is traded on a national securities exchange or over-the-counter. (b) Because of the difficulty of measuring economic losses to the Company as a result of a breach of the foregoing covenant, and because of the immediate and irreparable damage that could be caused to the Company for which it would have no other adequate remedy, Employee agrees that the foregoing covenant may be enforced by the Company in the event of breach by him by injunctions and restraining orders without the necessity of posting any bond therefor. (c) In the course of Employee’s 's employment with the Company, Employee will become exposed to certain of the Company’s 's confidential information and business relationships, which the above covenants are designed to protect and Employee agrees to keep such confidential information in the strictest confidence. It is agreed by the parties that the foregoing covenants in this Section 3 impose a reasonable restraint on Employee in light of the activities and business of the Company (including the Company’s 's subsidiaries) on the date of the execution of this Agreement and the current plans of the Company (including the Company’s 's subsidiaries); but it is also the intent of the Company and Employee that such covenants be construed and enforced in accordance with the changing activities, business and locations of the Company (including the Company’s 's subsidiaries) throughout the term of this covenant, whether before or after the date of termination of the employment of Employee, subject to the following paragraph. For example, if, during the Term of this Agreement, the Company (including the Company’s 's subsidiaries) engages in new and different activities, enters a new business or established new locations for its current activities or business in addition to or other than the activities or business enumerated under the Recitals above or the locations currently established therefor, then Employee will be precluded from soliciting the customers or employees of such new activities or business or from such new location and from directly competing with such new business within 100 miles of its then-established operating location(s) through the term of this covenant. It is further agreed by the parties hereto that, in the event that Employee shall cease to be employed hereunder, and shall enter into a business or pursue other activities not in competition with the Company (including the Company’s 's subsidiaries), or similar activities or business in locations the operation of which, under such circumstances, does not violate clause (i) of this Section 3, and in any event such new business, activities or location are not in violation of this Section 3 or of Employee’s 's obligations under this Section 3, if any, Employee shall not be chargeable with a violation of this Section 3 solely because if the Company (including the Company’s 's subsidiaries) shall thereafter enter the same, similar or a competitive (i) business, (ii) course of activities or (iii) location, as applicable. (d) The covenants in this Section 3 are severable and separate, and the unenforceability of any specific covenant shall not affect the provisions of any other covenant. Moreover, in the event any court of competent jurisdiction shall determine that the scope, time or territorial restrictions set forth are unreasonable, then it is the intention of the parties that such restrictions be enforced to the fullest extent which the court deems reasonable, and the Agreement shall thereby be reformed to such extent. (e) All of the covenants in this Section 3 shall be construed as an agreement independent of any other provision in this Agreement, and the existence of any claim or cause of action of Employee against the Company, whether predicated on this Agreement or otherwise, shall not constitute a defense to the enforcement by the Company of such covenants. It is specifically agreed that the period of two (2) years following Employee’s 's employment set forth at the beginning of this Section 3, during which the agreements and covenants of Employee made in this Section 3 shall be effective, shall be computed by excluding from such computation any time during which Employee is in violation of any provision of this Section 3.

Non-Competition Agreement. (a) Subject to Sections 5(d) and (f) and Section 12, Employee will not, during the period of his employment by or with the Company, and for a period of two (2) years immediately following the termination of his employment with the Company, for any reason whatsoever, directly or indirectly, for himself or on behalf of or in conjunction with any other person, company, partnership, corporation, business or entity of whatever nature: (i) engage, as an officer, director, shareholder, owner, partner, joint venturer, or in a managerial capacity, whether as an employee, independent contractor, consultant or advisor, or as a sales representative, in any business selling any products or services in direct competition with the Company, within 100 miles of (i) the principal executive offices of the Company or (ii) any place to which the Company provides products or services or in which the Company (including the subsidiaries thereof) is in the process of initiating business operations during the term of this covenant (the “Territory”); (ii) call upon, hire, attempt to hire, contact or solicit with respect to hiring (for Employee or on behalf of another) upon any person who is, at that time, or who has been within one (1) year prior to that time in the Territory, an employee of the Company (including the subsidiaries thereof) in a managerial or sales capacity for the purpose or with the intent of enticing such employee away from or out of the employ of the Company (including the subsidiaries thereof), provided that Employee shall be permitted to call upon and hire any member of his immediate family; (iii) call upon, solicit, divert or take away or attempt to call upon, solicit, divert or take away upon any person or entity which is, at that time, or which has been, within one (1) year prior to that time, a customer of the Company (including the subsidiaries thereof) within the Territory for the purpose of soliciting or selling products or services in direct competition with the Company within the Territory; (iv) call upon any prospective acquisition candidate, on Employee’s own behalf or on behalf of any competitor, which candidate was either called upon by the Company (including the subsidiaries thereof) or for which the Company made an acquisition analysis, for the purpose of acquiring such entity; or (v) disclose customers, whether in existence or proposed, of the Company (or the subsidiaries thereof) to any person, firm, partnership, corporation or business for any reason or purpose whatsoever. As used in Section 3(a), references to the business, customers, Territory, etc. of the Company refer to the status of the Company prior to any Change in Control (i.e., such breadth of business, customers, Territory, etc. shall not automatically be expanded to include those of a successor to the Company resulting from a Change in Control). Notwithstanding the above, the foregoing covenant shall not be deemed to prohibit Employee from acquiring as an investment not more than three percent (3%) of the capital stock of a competing business, whose stock is traded on a national securities exchange or over-the-counter. (b) Because of the difficulty of measuring economic losses to the Company as a result of a breach of the foregoing covenant, and because of the immediate and irreparable damage that could be caused to the Company for which it would have no other adequate remedy, Employee agrees that the foregoing covenant may be enforced by the Company in the event of breach by him by injunctions and restraining orders without the necessity of posting any bond therefor. (c) In the course of Employee’s employment with the Company, Employee will become exposed to certain of the Company’s confidential information and business relationships, which the above covenants are designed to protect and Employee agrees to keep such confidential information in the strictest confidence. It is agreed by the parties that the foregoing covenants in this Section 3 impose a reasonable restraint on Employee in light of the activities and business of the Company (including the Company’s subsidiaries) on the date of the execution of this Agreement and the current plans of the Company (including the Company’s subsidiaries); but it is also the intent of the Company and Employee that such covenants be construed and enforced in accordance with the changing activities, business and locations of the Company (including the Company’s subsidiaries) throughout the term of this covenant, whether before or after the date of termination of the employment of Employee, subject to the following paragraph. For example, if, during the Term of this Agreement, the Company (including the Company’s subsidiaries) engages in new and different activities, enters a new business or established new locations for its current activities or business in addition to or other than the activities or business enumerated under the Recitals above or the locations currently established therefor, then Employee will be precluded from soliciting the customers or employees of such new activities or business or from such new location and from directly competing with such new business within 100 miles of its then-established operating location(s) through the term of this covenant. It is further agreed by the parties hereto that, in the event that Employee shall cease to be employed hereunder, and shall enter into a business or pursue other activities not in competition with the Company (including the Company’s subsidiaries), or similar activities or business in locations the operation of which, under such circumstances, does not violate clause (i) of this Section 3, and in any event such new business, activities or location are not in violation of this Section 3 or of Employee’s obligations under this Section 3, if any, Employee shall not be chargeable with a violation of this Section 3 solely because if the Company (including the Company’s subsidiaries) shall thereafter enter the same, similar or a competitive (i) business, (ii) course of activities or (iii) location, as applicable. (d) The covenants in this Section 3 are severable and separate, and the unenforceability of any specific covenant shall not affect the provisions of any other covenant. Moreover, in the event any court of competent jurisdiction shall determine that the scope, time or territorial restrictions set forth are unreasonable, then it is the intention of the parties that such restrictions be enforced to the fullest extent which the court deems reasonable, and the Agreement shall thereby be reformed to such extent. (e) All of the covenants in this Section 3 shall be construed as an agreement independent of any other provision in this Agreement, and the existence of any claim or cause of action of Employee against the Company, whether predicated on this Agreement or otherwise, shall not constitute a defense to the enforcement by the Company of such covenants. It is specifically agreed that the period of two (2) years following Employee’s employment set forth at the beginning of this Section 3, during which the agreements and covenants of Employee made in this Section 3 shall be effective, shall be computed by excluding from such computation any time during which Employee is in violation of any provision of this Section 3.

Non-Competition Agreement. (a) Subject to Sections 5(d) and (f) and Section 123(a), Employee will not, during the period of his employment by or with the Company, and for a period of two (2) years immediately following the termination of his employment with the Companyunder this Agreement, for any reason whatsoever, directly or indirectly, for himself or on behalf of or in conjunction with any other person, company, partnership, corporation, business or entity of whatever nature: (i) engage, as an officer, director, shareholder, owner, partner, joint venturer, or in a managerial capacity, whether as an employee, independent contractor, consultant or advisor, or as a sales representative, in any business selling any products or services in direct competition with the Company, within 100 miles of (i) the principal executive offices of the Company or (ii) any place to which the Company provides products or services or in which the Company (including the subsidiaries thereof) is in the process of initiating business operations during the term of this covenant (the “"Territory”"); (ii) call upon, hire, attempt to hire, contact or solicit with respect to hiring (for Employee or on behalf of another) upon any person who is, at that time, or who has been within one (1) year prior to that time in the Territory, an employee of the Company (including the subsidiaries thereof) in a managerial or sales capacity for the purpose or with the intent of enticing such employee away from or out of the employ of the Company (including the subsidiaries thereof), provided that Employee shall be permitted to call upon and hire any member of his immediate family; (iii) call upon, solicit, divert or take away or attempt to call upon, solicit, divert or take away upon any person or entity which is, at that time, or which has been, within one (1) year prior to that time, a customer of the Company (including the subsidiaries thereof) within the Territory for the purpose of soliciting or selling products or services in direct competition with the Company within the Territory; (iv) call upon any prospective acquisition candidate, on Employee’s 's own behalf or on behalf of any competitor, which candidate was either called upon by the Company (including the subsidiaries thereof) or for which the Company made an acquisition analysis, for the purpose of acquiring such entity; or (v) disclose customers, whether in existence or proposed, of the Company (or the subsidiaries thereof) to any person, firm, partnership, corporation or business for any reason or purpose whatsoever. As used in Section 3(a), references to the business, customers, Territory, etc. of the Company refer to the status of the Company prior to any Change in Control (i.e., such breadth of business, customers, Territory, etc. shall not automatically be expanded to include those of a successor to the Company resulting from a Change in Control). Notwithstanding the above, the foregoing covenant shall not be deemed to prohibit Employee from acquiring as an investment not more than three percent (3%) of the capital stock of a competing business, whose stock is traded on a national securities exchange or over-the-counter. (b) Because of the difficulty of measuring economic losses to the Company as a result of a breach of the foregoing covenant, and because of the immediate and irreparable damage that could be caused to the Company for which it would have no other adequate remedy, Employee agrees that the foregoing covenant may be enforced by the Company in the event of breach by him by injunctions and restraining orders without the necessity of posting any bond therefor. (c) In the course of Employee’s employment with the Company, Employee will become exposed to certain of the Company’s confidential information and business relationships, which the above covenants are designed to protect and Employee agrees to keep such confidential information in the strictest confidence. It is agreed by the parties that the foregoing covenants in this Section paragraph 3 impose a reasonable restraint on Employee in light of the activities and business of the Company (including the Company’s 's subsidiaries) on the date of the execution of this Agreement and the current plans of the Company (including the Company’s 's subsidiaries); but it is also the intent of the Company and Employee that such covenants be construed and enforced in accordance with the changing activities, business and locations of the Company (including the Company’s 's subsidiaries) throughout the term of this covenant, whether before or after the date of termination of the employment of Employee, subject to the following paragraph. For example, if, during the Term of this Agreement, the Company (including the Company’s 's subsidiaries) engages in new and different activities, enters a new business or established new locations for its current activities or business in addition to or other than the activities or business enumerated under the Recitals above or the locations currently established therefor, then Employee will be precluded from soliciting the customers or employees of such new activities or business or from such new location and from directly competing with such new business within 100 miles of its then-established operating location(s) through the term of this covenant. It is further agreed by the parties hereto that, in the event that Employee shall cease to be employed hereunder, and shall enter into a business or pursue other activities not in competition with the Company (including the Company’s 's subsidiaries), or similar activities or business in locations the operation of which, under such circumstances, does not violate clause (i) of this Section paragraph 3, and in any event such new business, activities or location are not in violation of this Section paragraph 3 or of Employee’s 's obligations under this Section paragraph 3, if any, Employee shall not be chargeable with a violation of this Section paragraph 3 solely because if the Company (including the Company’s 's subsidiaries) shall thereafter enter the same, similar or a competitive (i) business, (ii) course of activities or (iii) location, as applicable. (d) The covenants in this Section paragraph 3 are severable and separate, and the unenforceability of any specific covenant shall not affect the provisions of any other covenant. Moreover, in the event any court of competent jurisdiction shall determine that the scope, time or territorial restrictions set forth are unreasonable, then it is the intention of the parties that such restrictions be enforced to the fullest extent which the court deems reasonable, and the Agreement shall thereby be reformed to such extent. (e) All of the covenants in this Section paragraph 3 shall be construed as an agreement independent of any other provision in this Agreement, and the existence of any claim or cause of action of Employee against the Company, whether predicated on this Agreement or otherwise, shall not constitute a defense to the enforcement by the Company of such covenants. It is specifically agreed that the period of two (2) years following Employee’s 's employment set forth at the beginning of this Section paragraph 3, during which the agreements and covenants of Employee made in this Section paragraph 3 shall be effective, shall be computed by excluding from such computation any time during which Employee is in violation of any provision of this Section paragraph 3.

Non-Competition Agreement. (a) Subject to Sections 5(d) and (f) and Section 12, Employee Xxxxxx will not, during the period of his Xxxxxx'x employment by or with the Company, and for a period of two one (21) years year immediately following the termination of his Xxxxxx'x employment with the Companyunder this Agreement, for any reason whatsoever, directly or indirectly, for himself Xxxxxx or on behalf of or in conjunction with any other person, persons, company, partnership, corporation, corporation or business or entity of whatever nature: (i) engage, as an officer, director, shareholderstockholder, owner, partner, joint venturer, or in a managerial managerial, consulting or advisory capacity, whether as an employee, independent contractor, consultant or advisor, or as a sales representative, in any business selling which offers any services or products or services in direct competition with Company within the Company, within 100 miles of (i) the principal executive offices of the Company or (ii) any place to which the Company provides products or services or in which the Company (including the subsidiaries thereof) is in the process of initiating business operations during the term of this covenant (the “Territory”); (ii) call upon, hire, attempt to hire, contact or solicit with respect to hiring (for Employee or on behalf of another) upon any person who is, at that time, or who has been within one (1) year prior to that time in the Territory, an employee of the Company (including the subsidiaries thereof) in a managerial or sales capacity for the purpose or with the intent of enticing such employee away from or out of the employ of the Company (including the subsidiaries thereof), provided that Employee shall be permitted to call upon and hire any member of his immediate familyCompany; (iii) call upon, solicit, divert or take away or attempt to call upon, solicit, divert or take away upon any person or entity which is, at that time, or which has been, within one (1) year prior to that time, a customer client of the Company (including the subsidiaries thereof) within the Territory for the purpose of soliciting or selling products or services in direct competition with the Company within the Territory; (iv) call upon any prospective acquisition candidate, on Employee’s Xxxxxx'x own behalf or on behalf of any competitor, which candidate was was, to Xxxxxx'x actual knowledge after due inquiry, either called upon by the Company (including the subsidiaries thereof) or for which the Company made an acquisition analysis, for the purpose of acquiring such entity; or (v) disclose customersinduce or attempt to induce any person known by Xxxxxx to be a customer, whether in existence supplier, or proposed, business relation of the Company (to cease doing business with the Company or in any way interfere with the subsidiaries thereof) relationship between the Company and any person known by Xxxxxx to any personbe a customer, firmsupplier, partnershiplicensee, corporation or business for any reason or purpose whatsoever. As used in Section 3(a), references to the business, customers, Territory, etc. relation of the Company refer to the status of the Company prior to any Change in Control (i.e., such breadth of business, customers, Territory, etc. shall not automatically be expanded to include those of a successor to the Company resulting from a Change in Control)Company. Notwithstanding the above, the foregoing covenant covenants shall not be deemed to prohibit Employee Xxxxxx from acquiring as an investment not more than three five percent (35%) of the capital stock of a competing business, whose stock is traded on a national securities exchange or over-the-counter. (b) Because of the difficulty of measuring economic losses to the Company as a result of a breach of the foregoing covenantcovenants, and because of the immediate and irreparable damage that could be caused to the Company for which it Company would have no other adequate remedy, Employee Xxxxxx agrees that the foregoing covenant covenants may be enforced by the Company in the event of breach by him Xxxxxx, by injunctions and restraining orders without the necessity of posting any bond therefororders. (c) In the course of Employee’s employment with the Company, Employee will become exposed to certain of the Company’s confidential information and business relationships, which the above covenants are designed to protect and Employee agrees to keep such confidential information in the strictest confidence. It is agreed by the parties that the foregoing covenants in this Section 3 impose a reasonable restraint on Employee in light of the activities and business of the Company (including the Company’s subsidiaries) on the date of the execution of this Agreement and the current plans of the Company (including the Company’s subsidiaries); but it is also the intent of the Company and Employee that such covenants be construed and enforced in accordance with the changing activities, business and locations of the Company (including the Company’s subsidiaries) throughout the term of this covenant, whether before or after the date of termination of the employment of Employee, subject to the following paragraph. For example, if, during the Term of this Agreement, the Company (including the Company’s subsidiaries) engages in new and different activities, enters a new business or established new locations for its current activities or business in addition to or other than the activities or business enumerated under the Recitals above or the locations currently established therefor, then Employee will be precluded from soliciting the customers or employees of such new activities or business or from such new location and from directly competing with such new business within 100 miles of its then-established operating location(s) through the term of this covenant. It is further agreed by the parties hereto that, in the event that Employee shall cease to be employed hereunder, and shall enter into a business or pursue other activities not in competition with the Company (including the Company’s subsidiaries), or similar activities or business in locations the operation of which, under such circumstances, does not violate clause (i) of this Section 3, and in any event such new business, activities or location are not in violation of this Section 3 or of Employee’s obligations under this Section 3, if any, Employee shall not be chargeable with a violation of this Section 3 solely because the Company (including the Company’s subsidiaries) shall thereafter enter the same, similar or a competitive (i) business, (ii) course of activities or (iii) location, as applicable. (d) The covenants in this Section 3 4 are severable and separate, and the unenforceability of any specific covenant shall not affect the provisions of any other covenant. Moreover, in the event any court of competent jurisdiction shall determine that the scope, time or territorial restrictions set forth are unreasonable, then it is the intention of the parties that such restrictions be enforced to the fullest extent which the court deems reasonable, and the this Agreement shall thereby be reformed reformed. (d) Xxxxxx acknowledges that the covenants in this Section 4 (i) are agreed to such extentby Xxxxxx as an inducement for and in consideration of the Company's entering into this Agreement, and (ii) contain limitations as to time, geographic area and scope of activity to be restrained that are reasonable and do not impose a greater restraint than is necessary to protect the goodwill or other business interests of Company. (e) All Xxxxxx agrees that all of the covenants in this Section 3 4 shall be construed as an agreement independent of any other provision in this Agreement, that Company shall be the beneficiary of and have the right to enforce such covenants, and that the existence of any claim or cause of action of Employee Xxxxxx against the Company, whether predicated on this Agreement or otherwise, shall not constitute a defense to the enforcement by the Company of such covenants. It is specifically agreed that the period of two one (21) years year following Employee’s termination of employment set forth stated at the beginning of this Section 34, during which the agreements and covenants of Employee Xxxxxx made in this Section 3 4 shall be effective, shall be computed by excluding from such computation any time during which Employee Xxxxxx is in violation of any provision of this Section 34.

Non-Competition Agreement. (a) Subject to Sections 5(d) and (f) and Section 12, Employee will not, during the period of his employment by or with the Company, and for a period of two one (21) years year immediately following the termination of his employment with the Company, for any reason whatsoever, directly or indirectly, for himself or on behalf of or in conjunction with any other person, company, partnership, corporation, business or entity of whatever nature: (i) engage, as an officer, director, shareholder, owner, partner, joint venturer, or in a managerial capacity, whether as an employee, independent contractor, consultant or advisor, or as a sales representative, in any business selling any products or services in direct competition with the Company, within 100 miles of (i) the principal executive offices of the Company or (ii) any place to which the Company provides products or services or in which the Company (including the subsidiaries thereof) is in the process of initiating business operations during the term of this covenant (the “Territory”); (ii) call upon, hire, attempt to hire, contact or solicit with respect to hiring (for Employee or on behalf of another) any person who is, at that time, or who has been within one (1) year prior to that time in the Territory, an employee of the Company (including the subsidiaries thereof) in a managerial or sales capacity for the purpose or with the intent of enticing such employee away from or out of the employ of the Company (including the subsidiaries thereof), provided that Employee shall be permitted to call upon and hire any member of his immediate family; (iii) call upon, solicit, divert or take away or attempt to call upon, solicit, divert or take away any person or entity which is, at that time, or which has been, within one (1) year prior to that time, a customer of the Company (including the subsidiaries thereof) within the Territory for the purpose of soliciting or selling products or services in direct competition with the Company within the Territory; (iv) call upon any prospective acquisition candidate, on Employee’s own behalf or on behalf of any competitor, which candidate was either called upon by the Company (including the subsidiaries thereof) or for which the Company made an acquisition analysis, for the purpose of acquiring such entity; or (v) disclose customers, whether in existence or proposed, of the Company (or the subsidiaries thereof) to any person, firm, partnership, corporation or business for any reason or purpose whatsoever. As used in Section 3(a), references to the business, customers, Territory, etc. of the Company refer to the status of the Company prior to any Change in Control (i.e., such breadth of business, customers, Territory, etc. shall not automatically be expanded to include those of a successor to the Company resulting from a Change in Control). Notwithstanding the above, the foregoing covenant shall not be deemed to prohibit Employee from acquiring as an investment not more than three percent (3%) of the capital stock of a competing business, whose stock is traded on a national securities exchange or over-the-counter. (b) Because of the difficulty of measuring economic losses to the Company as a result of a breach of the foregoing covenant, and because of the immediate and irreparable damage that could be caused to the Company for which it would have no other adequate remedy, Employee agrees that the foregoing covenant may be enforced by the Company in the event of breach by him by injunctions and restraining orders without the necessity of posting any bond therefor. (c) In the course of Employee’s employment with the Company, Employee will become exposed to certain of the Company’s confidential information and business relationships, which the above covenants are designed to protect and Employee agrees to keep such confidential information in the strictest confidence. It is agreed by the parties that the foregoing covenants in this Section 3 impose a reasonable restraint on Employee in light of the activities and business of the Company (including the Company’s subsidiaries) on the date of the execution of this Agreement and the current plans of the Company (including the Company’s subsidiaries); but it is also the intent of the Company and Employee that such covenants be construed and enforced in accordance with the changing activities, business and locations of the Company (including the Company’s subsidiaries) throughout the term of this covenant, whether before or after the date of termination of the employment of Employee, subject to the following paragraph. For example, if, during the Term of this Agreement, the Company (including the Company’s subsidiaries) engages in new and different activities, enters a new business or established new locations for its current activities or business in addition to or other than the activities or business enumerated under the Recitals above or the locations currently established therefor, then Employee will be precluded from soliciting the customers or employees of such new activities or business or from such new location and from directly competing with such new business within 100 miles of its then-established operating location(s) through the term of this covenant. It is further agreed by the parties hereto that, in the event that Employee shall cease to be employed hereunder, and shall enter into a business or pursue other activities not in competition with the Company (including the Company’s subsidiaries), or similar activities or business in locations the operation of which, under such circumstances, does not violate clause (i) of this Section 3, and in any event such new business, activities or location are not in violation of this Section 3 or of Employee’s obligations under this Section 3, if any, Employee shall not be chargeable with a violation of this Section 3 solely because the Company (including the Company’s subsidiaries) shall thereafter enter the same, similar or a competitive (i) business, (ii) course of activities or (iii) location, as applicable. (d) The covenants in this Section 3 are severable and separate, and the unenforceability of any specific covenant shall not affect the provisions of any other covenant. Moreover, in the event any court of competent jurisdiction shall determine that the scope, time or territorial restrictions set forth are unreasonable, then it is the intention of the parties that such restrictions be enforced to the fullest extent which the court deems reasonable, and the Agreement shall thereby be reformed to such extent. (e) All of the covenants in this Section 3 shall be construed as an agreement independent of any other provision in this Agreement, and the existence of any claim or cause of action of Employee against the Company, whether predicated on this Agreement or otherwise, shall not constitute a defense to the enforcement by the Company of such covenants. It is specifically agreed that the period of two one (21) years year following Employee’s employment set forth at the beginning of this Section 3, during which the agreements and covenants of Employee made in this Section 3 shall be effective, shall be computed by excluding from such computation any time during which Employee is in violation of any provision of this Section 3.

Non-Competition Agreement. (a) Subject Consultant recognizes that the Company's willingness to Sections 5(denter into (i) this Agreement, including the compensation arrangements set forth in Section 2, and (fii) that certain Merger Agreement dated as of February ___, 1999 (the "Merger Agreement") by and among the Company, Sterling Bancorporation, Inc. and B.O.A., is based in material part on Consultant's agreement to the provisions of this Section 12, Employee 5 and that Consultant's breach of any of the provisions of this Section 5 could materially damage the Sterling Companies. Consultant will not, during the period Term of his employment by or with the Companythis Agreement, and for a period of two (2) five years immediately following the termination of his employment with the Company, for any reason whatsoeversuch Term, directly or indirectly, for himself or on behalf of or in conjunction with any other person, company, partnership, corporation, corporation or business or entity of whatever nature: (i) engage, as an officer, director, shareholder, owner, partner, joint venturer, or in a managerial capacity, whether as an employee, independent contractor, consultant or advisor, whether paid or as a sales representativeunpaid, in any business selling any products or services in direct competition with the any Sterling Company, within 100 miles of (i) the principal executive offices any location where any of the Company Sterling Companies now conducts, or (ii) any place to which the Company provides products or services or in which the Company (including the subsidiaries thereof) is in the process of initiating business operations shall conduct during the term of this covenant (the “Territory”)term, its Business; (ii) call upon, hire, attempt to hire, contact or solicit with respect to hiring (for Employee or on behalf of another) upon any person who is, at that time, or who has been within one (1) year prior to that time in the Territory, an employee of the any Sterling Company (including the subsidiaries thereof) in a managerial or sales capacity for the purpose or with the intent of enticing such employee away from or out of the employ of the Company (including the subsidiaries thereof), provided that Employee shall be permitted to call upon and hire any member of his immediate familya Sterling Company; (iii) call upon, solicit, divert or take away or attempt to call upon, solicit, divert or take away upon any person or business entity which is, at that time, or which has been, within one two (12) year years prior to that time, a customer of the Company (including the subsidiaries thereof) within the Territory any Sterling Company, for the purpose of soliciting or selling products or services in direct competition with any of the Company within the TerritorySterling Companies; (iv) call upon any prospective acquisition candidate, on Employee’s Consultant's own behalf or on behalf of any competitor, which candidate was was, to Consultant's knowledge after due inquiry, either called upon by the a Sterling Company (including the subsidiaries thereof) or for which the Company has made an acquisition analysis, for the purpose of acquiring such entity; or (v) disclose customers, whether voluntarily testify as an expert witness in existence banking or proposed, of the Company (or the subsidiaries thereof) financial service matters for an adverse party to any person, firm, partnership, corporation Sterling Company in litigation or business for any reason or purpose whatsoever. As used in Section 3(a), references to the business, customers, Territory, etc. of the Company refer to the status of the Company prior to any Change in Control (i.e., such breadth of business, customers, Territory, etc. shall not automatically be expanded to include those of a successor to the Company resulting from a Change in Control)arbitration. Notwithstanding the above, the foregoing covenant shall not be deemed to prohibit Employee Consultant from acquiring as an investment not more than three five percent (35%) of the capital stock of a competing business, whose stock is traded on a national securities exchange or over-the-counteron the Nasdaq Stock Market. (b) Because of the difficulty of measuring economic losses to the Company as a result of a breach of the foregoing covenant, and because of the immediate and irreparable damage that could be caused to the Company Sterling Companies for which it they would have no other adequate remedy, Employee Consultant agrees that the foregoing covenant may be enforced by the Company Company, in the event of breach by him Consultant, by injunctions and injunctions, restraining orders without and orders of specific performance issued by a court. Consultant further agrees to waive any requirement for the necessity Company's securing or posting of posting any bond thereforin connection with such remedies. (c) In the course of Employee’s employment with the Company, Employee will become exposed to certain of the Company’s confidential information and business relationships, which the above covenants are designed to protect and Employee agrees to keep such confidential information in the strictest confidence. It is agreed by the The parties agree that the foregoing covenants in this Section 3 5 impose a reasonable restraint on Employee Consultant in light of the activities and business Business of the Company (including the Company’s subsidiaries) Sterling Companies on the date of the execution of this Agreement hereof and the current plans of the Company (including the Company’s subsidiaries); but it Sterling Companies. It is also the intent of the Company and Employee Consultant that such covenants be construed and enforced in accordance with the changing activities, business Business and locations of the Company (including the Company’s subsidiaries) Sterling Companies throughout the term Term of this covenant, whether before or after the date of termination of the employment of Employee, subject to the following paragraphAgreement. For example, if, during the Term of this Agreement, the a Sterling Company (including the Company’s subsidiaries) engages in new and different activities, enters a new business or established establishes new locations for its current activities or business in addition to or other than the activities or business the Business enumerated under the Recitals above or the locations currently established therefor, then Employee Consultant will be precluded from soliciting the customers or employees of such new activities or and business or from such new location and from directly competing with such new activities or business within 100 one hundred (100) miles of its then-established operating location(s) locations through the term Term of this covenant. It is further agreed by the parties hereto that, in the event that Employee If Consultant shall cease to be employed hereunder, consult on behalf of the Company and shall enter into a business or pursue other activities not in competition with the Company (including the a Sterling Company’s subsidiaries), or shall engage in similar activities or business in locations the operation proximity and activities of which, under such circumstances, does which do not violate clause (ia) of this Section 35, and in any event such new business, activities or location are not in violation of this Section 3 or of Employee’s obligations under this Section 3, if any, Employee Consultant shall not be chargeable with a violation of this Section 3 solely because the 5 if a Sterling Company (including the Company’s subsidiaries) shall thereafter enter the same, similar or a competitive (i) business, (ii) course of activities or (iii) location, as applicable. (d) The covenants in this Section 3 5 are severable and separate, and the unenforceability of any specific covenant shall not affect the provisions of any other covenant. Moreover, in the event any court of competent jurisdiction shall determine that the scope, time or territorial restrictions set forth herein are unreasonable, then it is the intention of the parties that such restrictions be enforced to the fullest extent which the court deems reasonable, and the this Agreement shall thereby be reformed to such extentreformed. (e) All of the covenants in this Section 3 5 shall be construed as an agreement independent of any other provision in this Agreement, and the existence of any claim or cause of action of Employee Consultant against the a Sterling Company, whether predicated on this Agreement or otherwise, shall not constitute a defense to the enforcement by the Company of such covenants. It is specifically agreed that the period of two (2) five years following Employee’s employment set forth at the beginning of this Section 3, during which the agreements and covenants of Employee Consultant made in this Section 3 5 shall be effective, shall be computed by excluding from such computation any time during which Employee Consultant is in violation of any provision of this Section 35.

Non-Competition Agreement. (a) Subject to Sections 5(d) and (f) and Section 12, Employee will not, during the period of his employment by or with the CompanyFYI, and for a period of two (2) years immediately following the termination of his employment with the Companyunder this Agreement, for any reason whatsoever, directly or indirectly, for himself or on behalf of or in conjunction with any other person, companypersons, Company, partnership, corporation, corporation or business or entity of whatever nature: (i) engage, as an officer, director, shareholder, owner, partner, joint venturer, or in a managerial capacity, whether as an employee, independent contractor, consultant or advisor, or as a sales representative, in any business selling any products or services in direct competition with the CompanyFYI, within 100 miles of (i) the principal executive offices FYI or where any of the Company its subsidiaries conducts business, including any territory serviced by FYI or (ii) any place to which the Company provides products or services or in which the Company (including the of its subsidiaries thereof) is in the process of initiating business operations during the term of this covenant (the “"Territory”"); (ii) call upon, hire, attempt to hire, contact or solicit with respect to hiring (for Employee or on behalf of another) upon any person who is, at that time, or who has been within one (1) year prior to that time in the Territory, an employee of the Company FYI (including the subsidiaries thereofits subsidiaries) in a managerial or sales capacity for the purpose or with the intent of enticing such employee away from or out of the employ of the Company FYI (including the subsidiaries thereofits subsidiaries), provided that Employee shall be permitted to call upon and hire any member of his immediate family; (iii) call upon, solicit, divert or take away or attempt to call upon, solicit, divert or take away upon any person or entity which is, at that time, or which has been, within one (1) year prior to that time, a customer of the Company FYI (including the subsidiaries thereofits subsidiaries) within the Territory for the purpose of soliciting or selling products or services in direct competition with the Company FYI within the Territory;; or (iv) call upon any prospective acquisition candidate, on Employee’s his own behalf or on behalf of any competitorcompetitor of FYI, which candidate was either called upon by the Company (including the subsidiaries thereof) FYI or for which the Company FYI made an acquisition analysis, for the purpose of acquiring such entity; or (v) disclose customers, whether in existence or proposed, of the Company (or the subsidiaries thereof) to any person, firm, partnership, corporation or business for any reason or purpose whatsoever. As used in Section 3(a), references to the business, customers, Territory, etc. of the Company refer to the status of the Company prior to any Change in Control (i.e., such breadth of business, customers, Territory, etc. shall not automatically be expanded to include those of a successor to the Company resulting from a Change in Control). Notwithstanding the above, the foregoing covenant shall not be deemed to prohibit Employee from acquiring as an investment not more than three one percent (31%) of the capital stock of a competing business, whose stock is traded on a national securities exchange or in the over-the-countercounter market. (b) Because of the difficulty of measuring economic losses to the Company FYI as a result of a breach of the foregoing covenant, and because of the immediate and irreparable damage that could be caused to the Company FYI for which it would have no other adequate remedy, Employee agrees that the foregoing covenant may be enforced by the Company FYI in the event of breach by him by injunctions and restraining orders, which injunctions and restraining orders without the necessity of posting may be obtained from any bond thereforcourt with appropriate jurisdiction. (c) In the course of Employee’s employment with the Company, Employee will become exposed to certain of the Company’s confidential information and business relationships, which the above covenants are designed to protect and Employee agrees to keep such confidential information in the strictest confidence. It is agreed by the parties that the foregoing covenants in this Section paragraph 3 impose a reasonable restraint on Employee in light of the activities and business of the Company (including the Company’s subsidiaries) FYI on the date of the execution of this Agreement and the current plans of the Company (including the Company’s subsidiaries)FYI; but it is also the intent of the Company FYI and Employee that such covenants be construed and enforced in accordance with the changing activities, activities and business and locations of the Company (including the Company’s subsidiaries) FYI throughout the term of this covenant, whether before or after the date of termination of the employment of Employee, subject to the following paragraph. For example, if, during the Term term of this Agreement, the Company (including the Company’s subsidiaries) engages in FYI enters a new and different activities, enters a new business or established new locations for its current activities or business in addition to or other than the activities or business that enumerated under the Recitals above or the locations currently established thereforabove, then Employee will be precluded from soliciting the customers or employees of such new activities or business or from such new location and from directly competing with such new business within 100 miles of its then-established operating location(s) through the term of this covenant. It is further agreed by the parties hereto that, in the event that Employee shall cease to be employed hereunder, and shall enter into a business or pursue other activities not in competition with the Company (including the Company’s subsidiaries), or similar activities or business in locations the operation of which, under such circumstances, does not violate clause (i) of this Section 3, and in any event such new business, activities or location are not in violation of this Section 3 or of Employee’s obligations under this Section 3, if any, Employee shall not be chargeable with a violation of this Section 3 solely because the Company (including the Company’s subsidiaries) shall thereafter enter the same, similar or a competitive (i) business, (ii) course of activities or (iii) location, as applicable. (d) The covenants in this Section paragraph 3 are severable and separate, and the unenforceability of any specific covenant shall not affect the provisions of any other covenant. Moreover, in the event any court of competent jurisdiction shall determine that the scope, time or territorial restrictions set forth are unreasonable, then it is the intention of the parties that such restrictions be enforced to the fullest extent which the court deems reasonable, and the Agreement shall thereby be reformed to such extentreformed. (e) All of the covenants in this Section paragraph 3 shall be construed as an agreement independent of any other provision in this Agreement, and the existence of any claim or cause of action of Employee against the CompanyFYI, whether predicated on this Agreement or otherwise, shall not constitute a defense to the enforcement by the Company FYI of such covenants. It is specifically agreed that the period of two (2) years following Employee’s employment set forth stated at the beginning of this Section paragraph 3, during which the agreements and covenants of Employee made in this Section paragraph 3 shall be effective, shall be computed by excluding from such computation any time during which Employee is in violation of any provision of this Section 3paragraph 3 even if there is pending in a court of competent jurisdiction an action (including any appeal from any final judgment) brought by any person, whether or not a party to this Agreement, in which such person contests the validity of such agreements and covenants or their enforceability or seeks to avoid their performance or enforcement.

Non-Competition Agreement. (a) Subject to Sections 5(d) and (f) and Section 12, Employee will not, during the period of his employment by or with the Company, and for a period of two (2) years immediately following the termination of his employment with the Company, for any reason whatsoever, directly or indirectly, for himself or on behalf of or in conjunction with any other person, company, partnership, corporation, business or entity of whatever nature: (i) engage, as an officer, director, shareholder, owner, partner, joint venturer, or in a managerial capacity, whether as an employee, independent contractor, consultant or advisor, or as a sales representative, in any business selling any products or services in direct competition with the Company, within 100 miles of (i) the principal executive offices of the Company or (ii) any place to which the Company provides products or services or in which the Company (including the subsidiaries thereof) is in the process of initiating business operations during the term of this covenant (the “Territory”); (ii) call upon, hire, attempt to hire, contact or solicit with respect to hiring (for Employee or on behalf of another) any person who is, at that time, or who has been within one (1) year prior to that time in the Territory, an employee of the Company (including the subsidiaries thereof) in a managerial or sales capacity for the purpose or with the intent of enticing such employee away from or out of the employ of the Company (including the subsidiaries thereof), provided that Employee shall be permitted to call upon and hire any member of his immediate family; (iii) call upon, solicit, divert or take away or attempt to call upon, solicit, divert or take away any person or entity which is, at that time, or which has been, within one (1) year prior to that time, a customer of the Company (including the subsidiaries thereof) within the Territory for the purpose of soliciting or selling products or services in direct competition with the Company within the Territory; (iv) call upon any prospective acquisition candidate, on Employee’s own behalf or on behalf of any competitor, which candidate was either called upon by the Company (including the subsidiaries thereof) or for which the Company made an acquisition analysis, for the purpose of acquiring such entity; or (v) disclose customers, whether in existence or proposed, of the Company (or the subsidiaries thereof) to any person, firm, partnership, corporation or business for any reason or purpose whatsoever. As used in Section 3(a), references to the business, customers, Territory, etc. of the Company refer to the status of the Company prior to any Change in Control (i.e., such breadth of business, customers, Territory, etc. shall not automatically be expanded to include those of a successor to the Company resulting from a Change in Control). Notwithstanding the above, the foregoing covenant shall not be deemed to prohibit Employee from acquiring as an investment not more than three percent (3%) of the capital stock of a competing business, whose stock is traded on a national securities exchange or over-the-counter. (b) Because of the difficulty of measuring economic losses to the Company as a result of a breach of the foregoing covenant, and because of the immediate and irreparable damage that could be caused to the Company for which it would have no other adequate remedy, Employee agrees that the foregoing covenant may be enforced by the Company in the event of breach by him by injunctions and restraining orders without the necessity of posting any bond therefor. (c) In the course of Employee’s employment with the Company, Employee will become exposed to certain of the Company’s confidential information and business relationships, which the above covenants are designed to protect and Employee agrees to keep such confidential information in the strictest confidence. It is agreed by the parties that the foregoing covenants in this Section 3 impose a reasonable restraint on Employee in light of the activities and business of the Company (including the Company’s subsidiaries) on the date of the execution of this Agreement and the current plans of the Company (including the Company’s subsidiaries); but it is also the intent of the Company and Employee that such covenants be construed and enforced in accordance with the changing activities, business and locations of the Company (including the Company’s subsidiaries) throughout the term of this covenant, whether before or after the date of termination of the employment of Employee, subject to the following paragraph. For example, if, during the Term of this Agreement, the Company (including the Company’s subsidiaries) engages in new and different activities, enters a new business or established new locations for its current activities or business in addition to or other than the activities or business enumerated under the Recitals above or the locations currently established therefor, then Employee will be precluded from soliciting the customers or employees of such new activities or business or from such new location and from directly competing with such new business within 100 miles of its then-established operating location(s) through the term of this covenant. It is further agreed by the parties hereto that, in the event that Employee shall cease to be employed hereunder, and shall enter into a business or pursue other activities not in competition with the Company (including the Company’s subsidiaries), or similar activities or business in locations the operation of which, under such circumstances, does not violate clause (i) of this Section 3, and in any event such new business, activities or location are not in violation of this Section 3 or of Employee’s obligations under this Section 3, if any, Employee shall not be chargeable with a violation of this Section 3 solely because the Company (including the Company’s subsidiaries) shall thereafter enter the same, similar or a competitive (i) business, (ii) course of activities or (iii) location, as applicable. (d) The covenants in this Section 3 are severable and separate, and the unenforceability of any specific covenant shall not affect the provisions of any other covenant. Moreover, in the event any court of competent jurisdiction shall determine that the scope, time or territorial restrictions set forth are unreasonable, then it is the intention of the parties that such restrictions be enforced to the fullest extent which the court deems reasonable, and the Agreement shall thereby be reformed to such extent. (e) All of the covenants in this Section 3 shall be construed as an agreement independent of any other provision in this Agreement, and the existence of any claim or cause of action of Employee against the Company, whether predicated on this Agreement or otherwise, shall not constitute a defense to the enforcement by the Company of such covenants. It is specifically agreed that the period of two (2) years following Employee’s employment set forth at the beginning of this Section 3, during which the agreements and covenants of Employee made in this Section 3 shall be effective, shall be computed by excluding from such computation any time during which Employee is in violation of any provision of this Section 3.