Common use of Non Competition and Confidentiality Clause in Contracts

Non Competition and Confidentiality. (a) Notwithstanding any provision to the contrary set forth elsewhere herein, the RSUs, the shares of common stock of the Company underlying the RSUs, or any proceeds received by the Key Person upon the sale of shares of common stock of the Company underlying the RSUs shall be forfeited by the Key Person to the Company without any consideration therefore, if the Key Person is not in compliance, at any time during the period commencing on the date of this Agreement and ending nine months following the termination of the Key Person’s affiliation with the Company and/or its subsidiaries, with all applicable provisions of the Plan and with the following conditions: (i) the Key Person shall not directly or indirectly (1) be employed by, engage or have any interest in any business which is or becomes competitive with the Company or its subsidiaries or is or becomes otherwise prejudicial to or in conflict with the interests of the Company or its subsidiaries, (2) induce any customer of the Company or its subsidiaries to patronize such competitive business or otherwise request or advise any such customer to withdraw, curtail or cancel any of its business with the Company or its subsidiaries, or (3) solicit for employment any person employed by the Company or its subsidiaries; provided, however, that this restriction shall not prevent the Key Person from acquiring and holding up to two percent of the outstanding shares of capital stock of any corporation which is or becomes competitive with the Company or is or becomes otherwise prejudicial to or in conflict with the interests of the Company if such shares are available to the general public on a national securities exchange or in the over-the-counter market; and (ii) the Key Person shall not use or disclose, except for the sole benefit of or with the written consent of the Company, any confidential information relating to the business, processes or products of the Company. (b) The Company shall notify in writing the Key Person of any violation by the Key Person of this Section 16. The forfeiture shall be effective as of the date of the occurrence of any of the activities set forth in (a) above. If the shares of common stock of the Company underlying the RSUs have been sold, the Key Person shall promptly pay to the Company the amount of the proceeds from such sale. The Key Person hereby consents to a deduction from any amounts owed by the Company to the Key Person from time to time (including amounts owed as wages or other compensation, fringe benefits or vacation pay) to the extent of the amounts owed by the Key Person to the Company under this Section 16. Whether or not the Company elects to make any set-off in whole or in part, the Key Person agrees to timely pay any amounts due under this Section 16. In addition, the Company shall be entitled to injunctive relief for any violation by the Key Person of subsection (a)(ii) of this Section 16.

Non Competition and Confidentiality. (a) Notwithstanding any provision to the contrary set forth elsewhere herein, the RSUsPSUs, the shares of common stock of the Company Shares underlying the RSUsPSUs, or and any proceeds received by the Key Person upon the sale of shares of common stock of the Company Shares underlying the RSUs PSUs shall be forfeited by the Key Person to the Company without any consideration therefore, if the Key Person is not in compliance, at any time during the period commencing on the date of this Agreement Grant Date and ending nine months following the termination of the Key Person’s affiliation with Separation from Service (or, if continued vesting applies under Section 4, for the Company and/or its subsidiariesduration of the continued vesting period, if longer than nine months), with all applicable provisions of the Plan and with the following conditions: (i) the Key Person shall not directly or indirectly (1) be employed by, engage or have any interest in any business which is or becomes competitive with the Company or its subsidiaries Subsidiaries or is or becomes otherwise prejudicial to or in conflict with the interests of the Company or its subsidiariesSubsidiaries, (2) induce any customer of the Company or its subsidiaries Subsidiaries to patronize such competitive business or otherwise request or advise any such customer to withdraw, curtail or cancel any of its business with the Company or its subsidiariesSubsidiaries, or (3) hire or solicit for employment any person employed by the Company or its subsidiariesSubsidiaries or hire any person who was employed by the Company or its Subsidiaries at any time within nine months of such hire; provided, however, that this restriction shall not prevent the Key Person from acquiring and holding up to two percent of the outstanding shares of capital stock of any corporation which is or becomes competitive with the Company or is or becomes otherwise prejudicial to or in conflict with the interests of the Company if such shares are available to the general public on a national securities exchange or in the over-the-counter market; and (ii) the Key Person shall not use or disclose, except for the sole benefit of or with the written consent of the Company, any confidential information relating to the business, processes or products of the Company. Nothing in this Agreement, however, prohibits the Key Employee from reporting violations of law or regulation to any U.S. federal, state or local governmental or law enforcement branch, agency or entity (collectively, a “Governmental Entity”), or from cooperating with any Governmental Entity, including the EEOC, the Securities and Exchange Commission or the Department of Justice. (b) The Company shall notify in writing the Key Person of any violation by the Key Person of this Section 1617. The forfeiture shall be effective as of the date of the occurrence of any of the activities set forth in (aSection 17(a) above. If the shares of common stock of the Company Shares underlying the RSUs PSUs have been sold, the Key Person shall promptly pay to the Company the amount of the proceeds from such sale. The Key Person hereby consents to a deduction from any amounts owed by the Company to the Key Person from time to time (including amounts owed as wages or other compensation, fringe benefits or vacation pay) to the extent of the amounts owed by the Key Person to the Company under this Section 1617. Whether or not the Company elects to make any set-off in whole or in part, the Key Person agrees to timely pay any amounts due under this Section 1617. In addition, the Company shall be entitled to injunctive relief for any violation by the Key Person of subsection this Section 17. (a)(iic) Notwithstanding any provision of this Agreement to the contrary, the Key Person shall be entitled to communicate, cooperate and file a complaint with any Governmental Entity concerning possible violations of any U.S. federal, state or local law or regulation, and to otherwise make disclosures to any Governmental Entity, in each case, that are protected under the whistleblower provisions of any such law or regulation, as long as in each case the communications and disclosures are consistent with applicable law. The Key Person shall not forfeit any PSUs, Shares held in connection with any PSUs or proceeds from the sale of such Shares as a result of exercising any rights under this Section 17(c). (d) The obligations of this Section 1617 shall survive the Key Person’s Separation from Service.

Non Competition and Confidentiality. (a) Notwithstanding any provision to During employment with the contrary set forth elsewhere herein----------------------------------- Company and for one year after termination thereof, the RSUsEmployee will not, the shares of common stock directly or indirectly, as a principal, officer, director, employee or in any other capacity whatsoever, without prior written consent of the Company underlying the RSUsCompany, engage in any activity with, or provide services to, any proceeds received person or entity engaged in, or about to engage in, any business activity that is competitive with the business then engaged in by the Key Person upon Company, in any geographic area in which the sale of shares of common stock of the Company underlying the RSUs shall be forfeited by the Key Person to the Company without any consideration therefore, if the Key Person Company's business is not in compliance, at any time then conducted or has been conducted during the period commencing on the date of this Agreement and ending nine twelve months following preceding the termination of the Key Person’s affiliation Employee's employment with the Company; provided that, if the scope of employment of the Employee during the twelve months preceding the termination of the Employee's employment with the Company and/or its subsidiaries, with all applicable provisions of the Plan and with the following conditions: (i) the Key Person shall not directly or indirectly (1) be employed by, engage or have any interest in any related solely to business which is or becomes competitive with the Company or its subsidiaries or is or becomes otherwise prejudicial to or in conflict with the interests of the Company or its subsidiaries, (2) induce any customer of the Company or its subsidiaries to patronize such competitive business or otherwise request or advise any such customer to withdraw, curtail or cancel any of its business with the Company or its subsidiaries, or (3) solicit for employment any person employed conducted by the Company in a specific geographic area or its subsidiaries; providedareas, however, that then following such termination the scope of this restriction non- compete provision shall not prevent the Key Person from acquiring and holding up to two percent of the outstanding shares of capital stock of any corporation which is or becomes competitive with the Company or is or becomes otherwise prejudicial to or in conflict with the interests of the Company if such shares are available be limited to the general public same geographic area or areas. The Employee may make or hold any investment in securities of a competitive business traded on a national securities exchange or traded in the over-the-over the counter market; and (ii) , provided the Key Person shall investment does not use or disclose, except for the sole benefit of or with the written consent exceed 1% of the Company, any confidential information relating to the business, processes or products issued and outstanding stock of the Companycompetitive business. (b) The Unless otherwise required by law or judicial process, the Employee shall retain in the strictest confidence all confidential matters of the Company, including, without limitation, "know how", trade secrets, customer lists, pricing policies, operational methods, technical processes, formulae, inventions and research projects and other business affairs of the Company learned by the Employee heretofore or hereafter and shall notify not disclose them to anyone outside of the Company, either during or after the Employee's employment with the Company, except in writing the Key Person course of performing the Employee's duties as an employee of the Company or with the Company's express written consent; provided, that the Employee shall provide notice to the Company in advance of any violation disclosure required by law or judicial process in a timely manner to permit the Key Person Company to oppose such compelled disclosure. (c) The Employee agrees that, if any provision of this Section 16. The forfeiture shall be effective as of the date of the occurrence of any of the activities set forth in paragraphs (a) above. If the shares of common stock of the Company underlying the RSUs have been sold, the Key Person shall promptly pay to the Company the amount of the proceeds from such sale. The Key Person hereby consents to a deduction from any amounts owed by the Company to the Key Person from time to time or (including amounts owed as wages or other compensation, fringe benefits or vacation pay) to the extent of the amounts owed by the Key Person to the Company under this Section 16. Whether or not the Company elects to make any set-off in whole or in part, the Key Person agrees to timely pay any amounts due under this Section 16. In addition, the Company shall be entitled to injunctive relief for any violation by the Key Person of subsection (a)(iib) of this Section 16is breached, monetary damages would be difficult, if not impossible, to calculate and that injunctive relief is the only appropriate remedy. If a breach of any provision of paragraphs (a) or (b) of this Section is alleged to have occurred, the Employee by his or her execution of this Agreement agrees to the entry of a temporary restraining order against him or her in regard to this Section until such time that a determination is made as to whether a breach has occurred. The Employee further agrees that, if a court of competent jurisdiction determines or if a stipulation is entered into that the Employee has breached any provision of paragraphs (a) or (b) of this Section, a permanent injunction shall issue prohibiting the Employee from any further breach thereof. The Employee agrees that the Company may refuse to allow the exercise of any otherwise vested Options in the event of an alleged breach by the Employee of any provision of paragraphs (a) or (b) of this Section, that these Options will be terminated and canceled upon determination of a breach and that the Company is not liable for the gain or loss by the Employee due to the increase or decrease of the fair market value of the Common Stock during any period in which the Company may have refused to accept exercise instructions pending final determination of the Employee's breach of this Agreement.

Non Competition and Confidentiality. (a) Notwithstanding any provision to the contrary set forth elsewhere herein, the RSUs, the shares of common stock In consideration of the Company underlying premises contained herein and the RSUsconsideration to be received hereunder, or any proceeds received and in consideration of, and as an inducement to Purchaser to consummate the transactions contemplated by the Key Person upon the sale of shares of common stock of the Company underlying the RSUs shall be forfeited by the Key Person to the Company without any consideration thereforethis Agreement, if the Key Person is not in compliance, at any time during the period commencing on from the date of this Agreement until three (3) years after the date of this Agreement (the "Non-Compete Period"), Superfly and ending nine months following Seller shall not, and they shall not permit their Affiliates to, whether as an agent, consultant, advisor, representative, stockholder, member, manager, partner or joint venturer, directly or indirectly, own, manage, control, participate in, consult with, render services for, or in any manner engage in or represent any business anywhere in the termination world that is competitive with the Business or any product of the Key Person’s affiliation with the Company and/or its subsidiaries, with all applicable provisions Business as such Business is conducted as of the Plan date of this Agreement. Superfly and Seller specifically agree that this covenant is an integral part of the inducement of Purchaser to enter into this Agreement, and absent this covenant Purchaser would not enter into this Agreement and that Purchaser shall be entitled to injunctive relief in addition to all other legal and equitable rights and remedies available to it in connection with any breach by such Person or its applicable Affiliates of any provision of this and that, notwithstanding the following conditions:foregoing, no right, power, or remedy conferred upon or reserved or exercised by Purchaser in this is intended to be exclusive of any other right, power or remedy, each and every one of which (now or hereafter existing at law, in equity, by statute or otherwise) shall be cumulative and concurrent. (b) Nothing herein shall prohibit Superfly, Seller or their Affiliates from being a passive owner of not more than 5% of the outstanding stock of any class of a corporation which is publicly traded, other than Lenco, so long as Superfly, Seller or their Affiliates has no active participation in the business of such corporation. (c) During the Non-Compete Period, Superfly and Seller shall not and shall not permit their Affiliates to, directly or indirectly through another Person: (i) induce or attempt to induce any employee of Lenco, Purchaser or any of their Affiliates to leave the Key Person shall not directly employ of Lenco, Purchaser or indirectly any such Affiliate or in any way interfere with the relationship between Lenco, Purchaser or any such Affiliate, on the one hand, and any employee thereof, on the other hand; (ii) hire any person who was an employee of Lenco, Purchaser or any of their Affiliates until one (1) be employed byyear after such individual's employment relationship with Lenco, engage Purchaser or have such Affiliate has ended; or (iii) induce or attempt to induce any interest customer, supplier, distributor, vendor, licensee or other business relation of the Business to cease doing business with Lenco, Purchaser or their Affiliate, or in any business which is or becomes competitive way interfere with the Company relationship between any such customer, supplier, distributor, vendor, licensee or its subsidiaries business relation, on the one hand, and Lenco, Purchaser or is or becomes otherwise prejudicial such Affiliate, on the other hand. (d) Superfly and Seller acknowledge and agree that they have received and will receive sufficient consideration and other benefits as provided hereunder to or clearly justify the restrictions contained in conflict with this . Superfly and Seller has carefully considered the interests nature and extent of the Company restrictions placed upon them by this Agreement, and hereby acknowledge and agree that the same are reasonable in time, scope and territory, do not confer a benefit upon Purchaser or its subsidiaries, (2) induce any customer of the Company or its subsidiaries to patronize such competitive business or otherwise request or advise any such customer to withdraw, curtail or cancel any of its business with Affiliates disproportionate to the Company detriment of Superfly or Seller, are reasonable and necessary for the protection of Purchaser and its Affiliates and are an essential inducement to Purchaser to consummate the transactions contemplated by this Agreement. (e) If, at the time of enforcement of this , a court or arbitrator holds that the restrictions stated herein are unreasonable under the circumstances then existing, the Parties agree that the maximum period, scope or geographical area reasonable under such circumstances shall be substituted for the stated period, scope or area determined to be reasonable under the circumstances by such court or arbitrator, as applicable. (f) Superfly and Seller, on behalf of themselves and their Affiliates, covenant and agree that they will not seek to challenge the enforceability of the covenants contained in this , nor will they assert as a defense to any action seeking enforcement of the provisions contained in this (including an action seeking injunctive relief) that such provisions are not enforceable due to lack of sufficient consideration received by Superfly or Seller. The Parties hereto agree and acknowledge that money damages would not be an inadequate remedy for any breach of this . Therefore, in the event of a breach or threatened breach by Superfly or Seller of this , Purchaser or its subsidiariessuccessors or assigns may, in addition to other rights and remedies existing in their favor, apply to any court of competent jurisdiction for specific performance and/or injunctive or other relief in order to enforce, or prevent any violations of, the provisions of this (3without posting a bond or other security). (g) solicit Both before and after the Closing, the Parties shall not use or disclose to any Person, nor shall they permit their Affiliates to use or disclose to any Person, except as required by applicable Law or Order (and in such situation, after giving Purchaser prior written notice of the. proposed disclosure), any confidential or proprietary information of the other Party, for employment any person employed by reason or purpose whatsoever, and shall not make use of any of the Company confidential or proprietary information for their own purposes or for the benefit of any Person except the applicable Party or any of its subsidiariesAffiliates; provided, however, that this restriction the foregoing shall not prevent the Key Person from acquiring and holding up apply to two percent of the outstanding shares of capital stock of any corporation which is Purchaser or becomes competitive Lenco with the Company or is or becomes otherwise prejudicial to or in conflict with the interests of the Company if such shares are available respect to the general public on a national securities exchange or in Business following the over-the-counter market; and (ii) the Key Person shall not use or disclose, except for the sole benefit of or with the written consent of the Company, any confidential information relating to the business, processes or products of the CompanyClosing. (b) The Company shall notify in writing the Key Person of any violation by the Key Person of this Section 16. The forfeiture shall be effective as of the date of the occurrence of any of the activities set forth in (a) above. If the shares of common stock of the Company underlying the RSUs have been sold, the Key Person shall promptly pay to the Company the amount of the proceeds from such sale. The Key Person hereby consents to a deduction from any amounts owed by the Company to the Key Person from time to time (including amounts owed as wages or other compensation, fringe benefits or vacation pay) to the extent of the amounts owed by the Key Person to the Company under this Section 16. Whether or not the Company elects to make any set-off in whole or in part, the Key Person agrees to timely pay any amounts due under this Section 16. In addition, the Company shall be entitled to injunctive relief for any violation by the Key Person of subsection (a)(ii) of this Section 16.

Non Competition and Confidentiality. Consultant agrees that: (a) Notwithstanding During the five year period that initially comprises the Term (notwithstanding any provision to the contrary set forth elsewhere herein, the RSUs, the shares of common stock of the Company underlying the RSUs, or any proceeds received by the Key Person upon the sale of shares of common stock of the Company underlying the RSUs shall be forfeited by the Key Person to the Company without any consideration therefore, if the Key Person is not in compliance, at any time during the period commencing on the date of this Agreement and ending nine months following the earlier termination of the Key Person’s affiliation Term in accordance with paragraph 1 hereof), the Company and/or its subsidiaries, with all applicable provisions of the Plan and with the following conditions: Consultant shall not (i) the Key Person shall not directly or indirectly (1) engage in, represent, furnish consulting services to, be employed by, engage by or have any interest in (whether as owner, principal, lender, director, officer, partner, agent, consultant, shareholder, member or otherwise) any business which is or becomes would be competitive with any business conducted by the Company or its subsidiaries or is or becomes otherwise prejudicial Company, provided, however, that the Consultant may acquire and hold an aggregate of up to or in conflict with the interests two percent of the Company or its subsidiariesoutstanding shares of any corporation engaged in any such business if such shares are publicly traded in an established securities market, (2ii) induce any customer of the Company or its subsidiaries to patronize any such competitive business or otherwise request or advise any such customer to withdraw, curtail or cancel any of its business with the Company or its subsidiaries, or (3iii) solicit for employment employment, or assist any other person in soliciting for employment, any person employed by the Company or any of its subsidiaries; providedaffiliates, however, that this restriction shall not prevent the Key Person from acquiring and holding up to two percent of the outstanding shares of capital stock of any corporation which is or becomes competitive with the Company or is or becomes otherwise prejudicial to or in conflict with the interests of the Company if such shares are available to the general public on a national securities exchange or in the over-the-counter market; and (iiiv) the Key Person shall not use or disclose, except for the sole benefit of or with the written consent of the Company, any confidential information relating to the business, processes or products of the Company. (b) The Company If any provision of Section 4(a), as applied to any party or to any circumstances, is adjudged by a court to be invalid or unenforceable, the same shall notify in writing no way affect any other provision or any other part of this Agreement, the Key Person application of such provision in any other circumstances or the validity or enforceability of this Agreement. If any such provision, or any part thereof, is held to be unenforceable because of the duration of such provision or the area covered thereby, the parties agree that the court making such determination shall have the power to reduce the duration and/or area of such provision, and/or to delete specific words or phrases, and in its reduced form such provision shall then be enforceable. Upon breach of any violation by the Key Person provision of this Section 16. The forfeiture shall be effective as of the date of the occurrence of any of the activities set forth in (a) above. If the shares of common stock of the Company underlying the RSUs have been sold, the Key Person shall promptly pay to the Company the amount of the proceeds from such sale. The Key Person hereby consents to a deduction from any amounts owed by the Company to the Key Person from time to time (including amounts owed as wages or other compensation, fringe benefits or vacation pay) to the extent of the amounts owed by the Key Person to the Company under this Section 16. Whether or not the Company elects to make any set-off in whole or in part, the Key Person agrees to timely pay any amounts due under this Section 16. In addition4(a), the Company and Consultant shall be entitled to injunctive relief for any violation relief, since the remedy at law would be inadequate and insufficient. In addition, they shall be entitled to such damages as they can show they have sustained by the Key Person reason of subsection (a)(ii) of this Section 16such breach.

Non Competition and Confidentiality. (a) Notwithstanding any provision The Executive acknowledges and agrees that during the course of his employment by the Company he will obtain access to certain information, know-how, designs, formulas, processes, technology or other matters relating to the contrary set forth elsewhere hereinCompany's business, research, design activities, development, products, or its production, marketing, accounting or processing methods, not generally known by the RSUspublic or in the relevant industry ("Confidential Information") and that because of such access, the shares of common stock of competition by him with the Company underlying the RSUs, or any proceeds received by the Key Person upon the sale of shares of common stock of the Company underlying the RSUs shall be forfeited by the Key Person could result in material damage to the Company without any consideration therefore, if the Key Person is not in compliance, at any time and might cause it to suffer irreparable damage. Executive agrees that during the period commencing on Term of Employment (whether or not his employment continues through the date end of this Agreement and ending nine months following the termination of the Key Person’s affiliation with the Company and/or its subsidiariessuch period), with all applicable provisions of the Plan and with the following conditions: (i) the Key Person that he shall not directly or indirectly (1) be employed byindirectly, alone or as an employee, independent contractor or consultant of any type, an owner, partner, employee, stockholder, or holder of any option or right to become a stockholder in or owner of any entity or organization, officer or director of any firm or business entity, engage or have any interest in any business activity in the Martinsville/Hxxxx County area which is the same as or becomes competitive with similar to the Company or its subsidiaries or is or becomes otherwise prejudicial to or in conflict with the interests business of the Company or its subsidiariesany division, (2) induce affiliate or subsidiary thereof, nor will Executive, without the prior written approval of the Company's Board of Directors, for himself or on behalf of any customer other person, firm, partnership or corporation, actively seek to persuade any director, officer, or employee of the Company to discontinue that individual's status or its subsidiaries to patronize such competitive business or otherwise request or advise any such customer to withdraw, curtail or cancel any of its business employment with the Company in order to become employed in any activities similar to or its subsidiariescompetitive with the business of the Company, nor will Executive solicit any such person for such purpose. To the extent provided in Paragraph 3 above, this provision shall not be construed to prevent Executive from personally and or (3) solicit for his own account and benefit, trading in stocks, bonds, securities, real estate, commodities or other forms of investment. Executive also agrees that at all times, whether after termination of his employment any person employed by the Company or its subsidiaries; providedotherwise, however, that this restriction shall he will keep in confidence and not prevent the Key Person from acquiring and holding up disclose to two percent of the outstanding shares of capital stock anyone or make any use of any corporation which is or becomes competitive with Confidential Information without the Company's prior written consent, except as he reasonably believes may be necessary in the ordinary course of performing duties for the Company or unless such Confidential Information becomes public knowledge through no fault of Executive. Executive acknowledges and agrees that the observance by him of his covenants contained in this Paragraph 8 is or becomes otherwise prejudicial so important to or in conflict with the interests continued success of the business of the Company if such shares are available to the general public on a national securities exchange or that in the over-the-counter market; and (ii) the Key Person shall not use event of a breach or disclose, except for the sole benefit threatened breach by Executive of or with the written consent of the Company, any confidential information relating to the business, processes or products of the Company. (b) The Company shall notify in writing the Key Person of any violation by the Key Person of this Section 16. The forfeiture shall be effective as of the date of the occurrence of any of the activities set forth in (a) above. If the shares of common stock of such covenants the Company underlying the RSUs will not have been soldan adequate remedy at law, the Key Person shall promptly pay to the Company the amount of the proceeds from such sale. The Key Person hereby consents to a deduction from any amounts owed by the Company to the Key Person from time to time (including amounts owed as wages or other compensation, fringe benefits or vacation pay) to the extent of the amounts owed by the Key Person to the Company under this Section 16. Whether or not the Company elects to make any set-off in whole or in part, the Key Person agrees to timely pay any amounts due under this Section 16. In addition, the Company and accordingly shall be entitled to injunctive relief for any violation proceed in equity to obtain specific enforcement of such covenants, including but not limited to injunctions restraining Executive from breaching such covenants; provided that this sentence shall not be construed as a waiver by the Key Person Company of subsection (a)(ii) any other remedies available to it for such breach or threatened breach, including, but not limited to the recovery of damages from Executive. On termination of employment, Executive will deliver to the Company all records, reports, data, memoranda and notes of any nature that are in his possession or under his control and that are prepared or acquired in the course of his employment relationship with the Company and will not knowingly take with him any of the foregoing or any reproduction thereof or of any Confidential Information. The prohibitions of this Section 16Paragraph 8 and any of its provisions are severable, and a finding by any court that any provision of this Paragraph 8 is unenforceable shall not affect the validity of any other covenant set forth herein. Additionally, should any court find that the provisions of this Paragraph 8 are unenforceable, Executive and the Company agree that the court may modify the restrictions contained herein and prohibit Executive from engaging in such activities as the court finds necessary to protect the Company's interests.

Non Competition and Confidentiality. (a) Notwithstanding any provision to the contrary set forth elsewhere herein, the RSUs, the shares of common stock of the Company underlying the RSUs, or any proceeds received by the Key Person upon the sale of shares of common stock of the Company underlying the RSUs shall be forfeited by the Key Person to the Company without any consideration thereforetherefor, if the Key Person is not in compliance, at any time during the period commencing on the date of this Agreement and ending nine months following one year after the termination date that all of the Key Person’s affiliation with the Company and/or its subsidiariesRSUs have become vested, with all applicable provisions of the Plan and with the following conditions: (i) the Key Person shall not directly or indirectly (1) be employed by, engage or have any interest in any business which is or becomes competitive with the Company or its subsidiaries or is or becomes otherwise prejudicial to or in conflict with the interests of the Company or its subsidiaries, (2) induce any customer of the Company or its subsidiaries to patronize such competitive business or otherwise request or advise any such customer to withdraw, curtail or cancel any of its business with the Company or its subsidiaries, or (3) solicit for employment any person employed by the Company or its subsidiaries; provided, however, that this restriction shall not prevent the Key Person from acquiring and holding up to two percent of the outstanding shares of capital stock of any corporation which is or becomes competitive with the Company or is or becomes otherwise prejudicial to or in conflict with the interests of the Company if such shares are available to the general public on a national securities exchange or in the over-the-counter market; and (ii) the Key Person shall not use or disclose, except for the sole benefit of or with the written consent of the Company, any confidential information relating to the business, processes or products of the Company. (b) The Company shall notify in writing the Key Person of any violation by the Key Person of this Section 16. The forfeiture shall be effective as of the date of the occurrence of any of the activities set forth in (a) above. If the shares of common stock of the Company underlying the RSUs have been sold, the Key Person shall promptly pay to the Company the amount of the proceeds from such sale. The Key Person hereby consents to a deduction from any amounts owed by the Company to the Key Person from time to time (including amounts owed as wages or other compensation, fringe benefits or vacation pay) to the extent of the amounts owed by the Key Person to the Company under this Section 16. Whether or not the Company elects to make any set-off in whole or in part, the Key Person agrees to timely pay any amounts due under this Section 16. In addition, the Company shall be entitled to injunctive relief for any violation by the Key Person of subsection (a)(ii) of this Section 16.

Non Competition and Confidentiality. (a) Notwithstanding any provision to the contrary set forth elsewhere herein, the RSUsPerformance Units, the shares of common stock of the Company underlying the RSUsPerformance Units, or any proceeds received by the Key Person upon the sale of shares of common stock of the Company underlying the RSUs Performance Units shall be forfeited by the Key Person to the Company without any consideration therefore, if the Key Person is not in compliance, at any time during the period commencing on the date of this Agreement and ending nine months following the termination of the Key Person’s affiliation with the Company and/or its subsidiaries, with all applicable provisions of the Plan and with the following conditions: (i) the Key Person shall not directly or indirectly (1) be employed by, engage or have any interest in any business which is or becomes competitive with the Company or its subsidiaries or is or becomes otherwise prejudicial to or in conflict with the interests of the Company or its subsidiaries, (2) induce any customer of the Company or its subsidiaries to patronize such competitive business or otherwise request or advise any such customer to withdraw, curtail or cancel any of its business with the Company or its subsidiaries, or (3) solicit for employment any person employed by the Company or its subsidiaries; provided, however, that this restriction shall not prevent the Key Person from acquiring and holding up to two percent of the outstanding shares of capital stock of any corporation which is or becomes competitive with the Company or is or becomes otherwise prejudicial to or in conflict with the interests of the Company if such shares are available to the general public on a national securities exchange or in the over-the-counter market; and (ii) the Key Person shall not use or disclose, except for the sole benefit of or with the written consent of the Company, any confidential information relating to the business, processes or products of the Company. (b) The Company shall notify in writing the Key Person of any violation by the Key Person of this Section 16. The forfeiture shall be effective as of the date of the occurrence of any of the activities set forth in (a) above. If the shares of common stock of the Company underlying the RSUs Performance Units have been sold, the Key Person shall promptly pay to the Company the amount of the proceeds from such sale. The Key Person hereby consents to a deduction from any amounts owed by the Company to the Key Person from time to time (including amounts owed as wages or other compensation, fringe benefits or vacation pay) to the extent of the amounts owed by the Key Person to the Company under this Section 16. Whether or not the Company elects to make any set-off in whole or in part, the Key Person agrees to timely pay any amounts due under this Section 16. In addition, the Company shall be entitled to injunctive relief for any violation by the Key Person of subsection (a)(ii) of this Section 16.

Non Competition and Confidentiality. (a) Notwithstanding any provision to the contrary set forth elsewhere herein, the RSUs, the shares of common stock of the Company Shares underlying the RSUs, or and any proceeds received by the Key Person upon the sale of shares of common stock of the Company Shares underlying the RSUs shall be forfeited by the Key Person to the Company without any consideration therefore, if the Key Person is not in compliance, at any time during the period commencing on the date of this Agreement Grant Date and ending nine months following the termination of the Key Person’s affiliation with the Company and/or its subsidiariesSeparation from Service, with all applicable provisions of the Plan and with the following conditions: (i) the Key Person shall not directly or indirectly (1) be employed by, engage or have any interest in any business which is or becomes competitive with the Company or its subsidiaries Subsidiaries or is or becomes otherwise prejudicial to or in conflict with the interests of the Company or its subsidiariesSubsidiaries, (2) induce any customer of the Company or its subsidiaries Subsidiaries to patronize such competitive business or otherwise request or advise any such customer to withdraw, curtail or cancel any of its business with the Company or its subsidiariesSubsidiaries, or (3) hire or solicit for employment any person employed by the Company or its subsidiariesSubsidiaries or hire any person who was employed by the Company or its Subsidiaries at any time within nine months of such hire; provided, however, that this restriction shall not prevent the Key Person from acquiring and holding up to two percent of the outstanding shares of capital stock of any corporation which is or becomes competitive with the Company or is or becomes otherwise prejudicial to or in conflict with the interests of the Company if such shares are available to the general public on a national securities exchange or in the over-the-counter market; and (ii) the Key Person shall not use or disclose, except for the sole benefit of or with the written consent of the Company, any confidential information relating to the business, processes or products of the Company. Nothing in this Agreement, however, prohibits the Key Employee from reporting violations of law or regulation to any U.S. federal, state or local governmental or law enforcement branch, agency or entity (collectively, a “Governmental Entity”), or from cooperating with any Governmental Entity, including the EEOC, the Securities and Exchange Commission or the Department of Justice. (b) The Company shall notify in writing the Key Person of any violation by the Key Person of this Section 16. The forfeiture shall be effective as of the date of the occurrence of any of the activities set forth in (aSection 16(a) above. If the shares of common stock of the Company Shares underlying the RSUs have been sold, the Key Person shall promptly pay to the Company the amount of the proceeds from such sale. The Key Person hereby consents to a deduction from any amounts owed by the Company to the Key Person from time to time (including amounts owed as wages or other compensation, fringe benefits or vacation pay) to the extent of the amounts owed by the Key Person to the Company under this Section 16. Whether or not the Company elects to make any set-off in whole or in part, the Key Person agrees to timely pay any amounts due under this Section 16. In addition, the Company shall be entitled to injunctive relief for any violation by the Key Person of subsection (a)(ii) of this Section 16. (c) Notwithstanding any provision of this Agreement to the contrary, the Key Person shall be entitled to communicate, cooperate and file a complaint with any Governmental Entity concerning possible violations of any U.S. federal, state or local law or regulation, and to otherwise make disclosures to any Governmental Entity, in each case, that are protected under the whistleblower provisions of any such law or regulation, as long as in each case the communications and disclosures are consistent with applicable law. The Key Person shall not forfeit any RSUs, Shares held in connection with any RSUs or proceeds from the sale of such Shares as a result of exercising any rights under this Section 16(c).

Non Competition and Confidentiality. (a) Notwithstanding any provision to the contrary set forth elsewhere herein, the RSUs, the shares of common stock of the Company underlying the RSUs, or any proceeds received by the Key Person upon the sale of shares of common stock of the Company underlying the RSUs shall be forfeited by the Key Person to the Company without any consideration therefore, if the Key Person is not in compliance, at any time 12.1 The Licensee covenants and agrees that during the period commencing on the date term of this Agreement and ending nine months following until the termination expiry of the Key Person’s affiliation period of two years thereafter, it shall not, directly or indirectly, individually or as a partner, joint venture, agent, employee, officer, consultant, investor, lender, shareholder or otherwise in any manner whatsoever: 12.1.1 enter into any business or engage in any business in the Territory that competes with the Company and/or its subsidiaries, Licensor; and 12.1.2 competes in any way with all applicable provisions of the Plan and with the following conditions: (i) the Key Person shall not directly or indirectly (1) be employed by, engage or have any a financial interest in any business entity which is competes directly or becomes competitive indirectly with the Company or its subsidiaries or is or becomes otherwise prejudicial to or in conflict with the interests business of the Company or its subsidiaries, (2) induce Licensor. 12.2 Any information which shall have been communicated by any customer of the Company or its subsidiaries party to patronize such competitive business or otherwise request or advise any such customer to withdraw, curtail or cancel any of its business with the Company or its subsidiariesanother party in confidence under this Agreement, or (3) solicit for employment any person employed which by its nature ought to be regarded as confidential, shall be treated by the Company or its subsidiaries; provided, however, that this restriction shall not prevent the Key Person from acquiring recipient as confidential unless and holding up to two percent of the outstanding shares of capital stock of any corporation which is or becomes competitive with the Company or is or becomes otherwise prejudicial to or in conflict with the interests of the Company if such shares are available to the general public on a national securities exchange or in the over-the-counter market; and (ii) the Key Person shall not use or disclose, except for the sole benefit of or with the written consent of the Company, any confidential information relating to the business, processes or products of the Company. (b) The Company shall notify in writing the Key Person of any violation by the Key Person of this Section 16. The forfeiture shall be effective as of the date of the occurrence of until any of the activities set forth following events or circumstances shall occur: 12.2.1 such information is published by the communicating party; 12.2.2 such information is contained in (a) abovea published patent specifications, or is in the public domain or become generally known in the relevant industry; 12.2.3 such information is required to be disclosed by any government or regulatory authority; 12.2.4 such information is reasonable required to be disclosed by the Licensee in order to raise financing for its business or in order for the Licensee to pursue a public listing of its shares, directly or indirectly, on any stock exchange. 12.3 The parties agree that any violation of the foregoing covenants may cause irreparable injury to the other or their affiliates and each party shall be entitled, in addition to any other rights and remedies it may have at law or in equity, to an injunction enjoining and restraining the other from doing or continuing to do any such act and any other violations or threatened violations of such covenants. 12.4 Each provision of the foregoing covenants is declared to constitute a separate and distinct covenant and to be severable from all other such separate and distinct covenants. If the shares of common stock any of the Company underlying the RSUs have been soldcapacities or activities specified in this section l3 are considered by a court of competent jurisdiction as being unreasonable, the Key Person parties agree that the said court shall promptly pay have authority to limit such capacities and activities as the Company court deems proper in the amount of the proceeds from such sale. The Key Person hereby consents circumstances. 12.5 If any covenant or provision in this Agreement is determined to a deduction from any amounts owed by the Company to the Key Person from time to time (including amounts owed as wages be void or other compensation, fringe benefits or vacation pay) to the extent of the amounts owed by the Key Person to the Company under this Section 16. Whether or not the Company elects to make any set-off unenforceable in whole or in part, it will not be deemed to affect or impair the Key Person agrees to timely pay enforceability or validity of any amounts due under this Section 16. In addition, the Company shall be entitled to injunctive relief for any violation by the Key Person of subsection (a)(ii) other covenant or provision of this Section 16section l3, or any part thereof.

Non Competition and Confidentiality. (a) Notwithstanding any provision to the contrary set forth elsewhere herein, the RSUsPerformance Units, the shares of common stock of the Company underlying the RSUsPerformance Units, or any proceeds received by the Key Person upon the sale of shares of common stock of the Company underlying the RSUs Performance Units shall be forfeited by the Key Person to the Company without any consideration therefore, if the Key Person is not in compliance, at any time during the period commencing on the date of this Agreement Grant Date and ending nine months following the termination of the Key Person’s affiliation with the Company and/or its subsidiariesSubsidiaries, with all applicable provisions of the Plan and with the following conditions: (i) the Key Person shall not directly or indirectly (1) be employed by, engage or have any interest in any business which is or becomes competitive with the Company or its subsidiaries Subsidiaries or is or becomes otherwise prejudicial to or in conflict with the interests of the Company or its subsidiariesSubsidiaries, (2) induce any customer of the Company or its subsidiaries Subsidiaries to patronize such competitive business or otherwise request or advise any such customer to withdraw, curtail or cancel any of its business with the Company or its subsidiariesSubsidiaries, or (3) solicit for employment any person employed by the Company or its subsidiariesSubsidiaries or hire any person who was employed by the Company or its subsidiaries at any time within nine months of such hire; provided, however, that this restriction shall not prevent the Key Person from acquiring and holding up to two percent of the outstanding shares of capital stock of any corporation which is or becomes competitive with the Company or is or becomes otherwise prejudicial to or in conflict with the interests of the Company if such shares are available to the general public on a national securities exchange or in the over-the-counter market; and (ii) the Key Person shall not use or disclose, except for the sole benefit of or with the written consent of the Company, any confidential information relating to the business, processes or products of the Company. Nothing in this Agreement, however, prohibits Employee from reporting violations of law or regulation to any government agency, or cooperating with the EEOC, the Securities and Exchange Commission, the Department of Justice, or any other government agency. (b) The Company shall notify in writing the Key Person of any violation by the Key Person of this Section 16. The forfeiture shall be effective as of the date of the occurrence of any of the activities set forth in (a) above. If the shares of common stock of the Company underlying the RSUs Performance Units have been sold, the Key Person shall promptly pay to the Company the amount of the proceeds from such sale. The Key Person hereby consents to a deduction from any amounts owed by the Company to the Key Person from time to time (including amounts owed as wages or other compensation, fringe benefits or vacation pay) to the extent of the amounts owed by the Key Person to the Company under this Section 16. Whether or not the Company elects to make any set-off in whole or in part, the Key Person agrees to timely pay any amounts due under this Section 16. In addition, the Company shall be entitled to injunctive relief for any violation by the Key Person of subsection (a)(ii) of this Section 16.

Non Competition and Confidentiality. (a) Notwithstanding any provision to the contrary set forth elsewhere herein, the RSUs, the shares of common stock of the Company underlying the RSUs, Restricted Shares or any proceeds received gain realized by the Key Person upon the sale of shares of common stock of the Company underlying the RSUs Restricted Shares shall be forfeited by the Key Person to the Company without any consideration thereforetherefor, if the Key Person is not in compliance, at any time during the period commencing on the date of this Agreement and ending nine months following one year after the termination date that all of the Key Person’s affiliation with the Company and/or its subsidiariesRestricted Shares have become vested, with all applicable provisions of the Plan and with the following conditions: (i) the Key Person shall not directly or indirectly (1) be employed by, engage or have any interest in any business which is or becomes competitive with the Company or its subsidiaries or is or becomes otherwise prejudicial to or in conflict with the interests of the Company or its subsidiaries, (2) induce any customer of the Company or its subsidiaries to patronize such competitive business or otherwise request or advise any such customer to withdraw, curtail or cancel any of its business with the Company or its subsidiaries, or (3) solicit for employment any person employed by the Company or its subsidiaries; provided, however, that this restriction shall not prevent the Key Person from acquiring and holding up to two percent of the outstanding shares of capital stock of any corporation which is or becomes competitive with the Company or is or becomes otherwise prejudicial to or in conflict with the interests of the Company if such shares are available to the general public on a national securities exchange or in the over-the-counter market; and (ii) the Key Person shall not use or disclose, except for the sole benefit of or with the written consent of the Company, any confidential information relating to the business, processes or products of the Company. (b) The Company shall notify in writing the Key Person of any violation by the Key Person of this Section 16. The forfeiture shall be effective as of the date of the occurrence of any of the activities set forth in (a) above. If the shares of common stock of the Company underlying the RSUs Restricted Shares have been sold, the Key Person shall promptly pay to the Company the amount of any gain realized upon the proceeds from such salesale of the Restricted Shares. The Key Person hereby consents to a deduction from any amounts owed by the Company to the Key Person from time to time (including amounts owed as wages or other compensation, fringe benefits or vacation pay) to the extent of the amounts owed by the Key Person to the Company under this Section 16. Whether or not the Company elects to make any set-off in whole or in part, the Key Person agrees to timely pay any amounts due under this Section 16. In addition, the Company shall be entitled to injunctive relief for any violation by the Key Person of subsection (a)(ii) of this Section 16.

Non Competition and Confidentiality. The Vendor undertakes with the Purchaser that, except with the consent in writing of the Purchaser it shall not, and it shall use its best endeavours to procure that no member of the Vendor's Group or any Affiliate of the Vendor's Group, shall: (a) Notwithstanding any provision subject to the contrary set forth elsewhere hereinprovisions of Section 14.2, for the RSUsperiod of five (5) years after the Closing Date, anywhere in North America, either on their own account or in conjunction with or on behalf of any other person, carry on or be engaged, concerned or interested, directly or indirectly, whether as shareholder, partner, agent or otherwise in carrying on the shares Restricted Business; (b) for the period of common stock five (5) years after the Closing Date, either on their own account or in conjunction with or on behalf of any other person, solicit or entice away or attempt to solicit or entice away from the Company underlying Purchaser the RSUs, or customer of any proceeds received by the Key Person upon the sale of shares of common stock of the Company underlying the RSUs who shall be forfeited by the Key Person to the Company without any consideration therefore, if the Key Person is not in compliance, at any time during within the year preceding the date hereof have been a customer or identified prospective customer of the Vendor with respect to the Restricted Business; (c) for the period commencing on the date of this Agreement and ending nine months following the termination of the Key Person’s affiliation with the Company and/or its subsidiaries, with all applicable provisions of the Plan and with the following conditions: (i) the Key Person shall not directly or indirectly (1) be employed by, engage or have any interest in any business which is or becomes competitive with the Company or its subsidiaries or is or becomes otherwise prejudicial to or in conflict with the interests of the Company or its subsidiaries, two (2) induce years after the Closing Date, either on their own account or in conjunction with or on behalf of any customer other person enter into discussions with, invite applications from or make any offers of employment to or otherwise retain the services of the Company or its subsidiaries to patronize such competitive business or otherwise request or advise any such customer to withdraw, curtail or cancel any of its business with the Company or its subsidiariesemployees of, or (3) solicit for employment any person employed by consultants to, the Company Vendor or its subsidiaries; provided, however, that this restriction shall not prevent the Key Person from acquiring and holding up to two percent of the outstanding shares of capital stock of any corporation which is or becomes competitive with the Company or is or becomes otherwise prejudicial to or in conflict with the interests of the Company if such shares are available to the general public on a national securities exchange or in the over-the-counter marketPurchaser; and (iid) the Key Person shall not at any time hereafter make use or disclose, except for the sole benefit of or with the written consent disclose or divulge to any person (other than to officers or employees of the Company, Vendor's Group whose province it is to know the same) any confidential information (other than any information available to the public or disclosed or divulged pursuant to an order of a court of competent jurisdiction) relating to the business, processes or products identity of the Company. (b) The Company customers of the Business and suppliers, its products, finance, contractual arrangements, business or methods of business and the Vendor shall notify in writing use reasonable endeavours to prevent the Key Person publication or disclosure of any violation by the Key Person of this Section 16. The forfeiture shall be effective as of the date of the occurrence of any of the activities set forth in (a) above. If the shares of common stock of the Company underlying the RSUs have been sold, the Key Person shall promptly pay to the Company the amount of the proceeds from such sale. The Key Person hereby consents to a deduction from any amounts owed by the Company to the Key Person from time to time (including amounts owed as wages or other compensation, fringe benefits or vacation pay) to the extent of the amounts owed by the Key Person to the Company under this Section 16. Whether or not the Company elects to make any set-off in whole or in part, the Key Person agrees to timely pay any amounts due under this Section 16. In addition, the Company shall be entitled to injunctive relief for any violation by the Key Person of subsection (a)(ii) of this Section 16confidential information.

Non Competition and Confidentiality. (a) Notwithstanding Employee agrees that, so long as he remains employed by Athersys in any provision to capacity and for a period of eighteen (18) months after the contrary set forth elsewhere herein, the RSUs, the shares of common stock of the Company underlying the RSUs, or any proceeds received by the Key Person upon the sale of shares of common stock of the Company underlying the RSUs shall be forfeited by the Key Person to the Company without any consideration therefore, if the Key Person is not in compliance, at any time during the period commencing on the effective date of this Agreement and ending nine months following the termination of the Key Person’s affiliation with the Company and/or its subsidiaries, with all applicable provisions said employment by Athersys or Employee. Employee shall not do or suffer any of the Plan and with the following conditionsfollowing: (i) Own, control or manage, or participate in the Key Person shall not directly ownership, control or indirectly (1) management of, render consulting services to, or be employed byby any corporation, engage partnership or have other entity that is engaged in the business of researching, developing, marketing or selling any technology relating to the field of gene therapy, including, without limitation, synthetic microchromosomal technologies, gene activation technologies, centromere technologies or any other type of technology, which is substantially similar to that researched, developed, marketed or sold or contemplated to be researched, developed, marketed or sold by Athersys prior to the Termination Effective Date in any geographic areas in the United States or any countries outside the United States where Athersys has researched, developed, marketed or sold such technologies prior to the Termination Effective Date. For the purposes of this subsection (i), the term “ownership” shall be defined as holding five percent (5%) or more ownership interest or voting control interest in any business which is or becomes competitive with the Company or its subsidiaries or is or becomes otherwise prejudicial to or entity in conflict with the interests of the Company or its subsidiaries, (2) induce any customer of the Company or its subsidiaries to patronize such competitive business or otherwise request or advise any such customer to withdraw, curtail or cancel any of its business with the Company or its subsidiaries, or (3) solicit for employment any person employed by the Company or its subsidiaries; provided, however, that this restriction shall not prevent the Key Person from acquiring and holding up to two percent of the outstanding shares of capital stock of any corporation which is or becomes competitive with the Company or is or becomes otherwise prejudicial to or in conflict with the interests of the Company if such shares are available to the general public on a national securities exchange or in the over-the-counter market; andissue; (ii) the Key Person shall not use Knowingly attempt to employ or discloseemploy, except for the sole benefit of attempt to assist in employing or assist in employing, or otherwise interfere with the written consent employment of, any employee or officer of Athersys; or (iii) Solicit, divert or attempt to divert any customer, sponsor, investor, research collaborator or other business relations of Athersys from associating, collaborating or otherwise doing business with Athersys. Notwithstanding the foregoing, the provisions of this Section 1(a) shall terminate on the date that Employee ceases to receive the termination compensation from Athersys pursuant to Section 8(c) of the Company, any confidential information relating to the business, processes or products of the CompanyEmployment Agreement. (b) The Company shall notify in writing the Key Person of any violation by the Key Person of this Section 16. The forfeiture shall be effective as of Employee agrees that from and after the date of this Agreement, Employee shall not disclose, divulge, discuss, copy or otherwise use or suffer to be used any item of confidential information of Athersys, including, without limitation, technologies, product development procedures, new products, customer lists, client lists, sales methods, pricing or cost data, software or software documentation, methods, product research or engineering data, documents, instruments, drawings, or designs (“Confidential Information”). The term “Confidential Information” shall include, by way of example not limitation, any information which, in the occurrence of any good faith opinion of the activities set forth Board of Directors, constitutes “trade secrets” of Athersys, as such term is defined in (a) above. If the shares of common stock of the Company underlying the RSUs have been sold, the Key Person shall promptly pay to the Company the amount of the proceeds from such sale. The Key Person hereby consents to a deduction from any amounts owed by the Company to the Key Person from time to time (including amounts owed as wages or other compensation, fringe benefits or vacation pay) to the extent of the amounts owed by the Key Person to the Company under this Ohio Revised Code Section 16. Whether or not the Company elects to make any set-off in whole or in part, the Key Person agrees to timely pay any amounts due under this Section 16. In addition, the Company shall be entitled to injunctive relief for any violation by the Key Person of subsection (a)(ii) of this Section 161333.51.

Non Competition and Confidentiality. (a) Notwithstanding any provision to 7.1. For the contrary set forth elsewhere hereinpurposes of Sections 7.2 and 7.3 hereof, the RSUs, the shares of common stock of the Company underlying the RSUs, or any proceeds received by the Key Person upon the sale of shares of common stock of the Company underlying the RSUs “Restrictive Period” shall be forfeited by the Key Person to the Company without any consideration therefore, if the Key Person is not in compliance, at any time during mean the period commencing on the date of this Agreement Closing Date and ending nine months following five years thereafter and shall not concern any business activities concerning the termination Corporation. 7.2. During the Restrictive Period, the Vendors shall not, on their own behalf or on behalf of or in conjunction with or through any other Person, directly or indirectly, in any capacity whatsoever, carry on, be engaged in, have any financial or other interest in or be otherwise commercially involved in any activity, business or other endeavour which competes directly with all or any substantial part of the Key Business (each, a “Competitive Activity”) in any province or territory in which the Corporation or its successors or assigns have significant operations related to the Business (the “Territory”). 7.3. During the Restrictive Period, the Vendors shall not, on their own behalf or on behalf of or in conjunction with or through any other Person’s affiliation with , directly or indirectly, in any capacity whatsoever: 7.3.1. solicit or employ, engage, offer employment or engagement to, or otherwise entice away from the Company and/or Corporation or its subsidiariessuccessors or assigns, with all applicable provisions any employees, contractors or other representatives of the Plan and with the following conditions: (i) the Key Person shall not directly or indirectly (1) be employed by, engage or have any interest in any business which is or becomes competitive with the Company Corporation or its subsidiaries successors or is assigns; or 7.3.2. solicit or becomes otherwise prejudicial to accept, or in conflict with procure or assist the interests soliciting or acceptance, of the Company or its subsidiaries, (2) induce business of any customer of the Company or its subsidiaries Business with respect to patronize such competitive business or otherwise request or advise any such customer to withdraw, curtail or cancel any of its business with the Company or its subsidiaries, or (3) solicit for employment any person employed by the Company or its subsidiaries; provided, however, that this restriction a Competitive Activity. 7.4. The Vendors shall not prevent the Key Person from acquiring and be in breach under Section 7.2 or 7.3 hereof solely by virtue of their holding up to two percent as passive investors of no more than 5% (including shares held by any affiliates or other Persons acting jointly or in concert therewith) of the issued and outstanding shares of capital stock any class of any corporation Person listed on a recognized stock exchange, the business of which is or becomes competitive with the Company or is or becomes otherwise prejudicial to or in conflict with the interests of the Company if such shares are available to the general public on a national securities exchange or in the over-the-counter market; and (ii) the Key Person shall not use or discloseCompetitive Activity, except for the sole benefit of or with the written consent of the Company, any confidential information relating to the business, processes or products of the Company. (b) The Company shall notify in writing the Key Person of any violation by the Key Person of this Section 16. The forfeiture shall be effective as of the date of the occurrence of any of the activities set forth in (a) above. If the shares of common stock of the Company underlying the RSUs have been sold, the Key Person shall promptly pay to the Company the amount of the proceeds from such sale. The Key Person hereby consents to a deduction from any amounts owed by the Company to the Key Person from time to time (including amounts owed as wages or other compensation, fringe benefits or vacation pay) to the extent of the amounts owed by the Key Person to the Company under this Section 16. Whether or not the Company elects to make any set-off in whole or in part. 7.5. The Vendors shall (and shall cause their directors, officers, agents and other representatives to) maintain the confidentiality of all confidential information relating to or concerning the Corporation or the Business to which they may have had access directly or indirectly until the Closing Date as shareholders, directors, officers, Employees or otherwise, at all times hereafter. For the purposes hereof, confidential information specifically excludes any information acquired through legitimate sources outside of the Business, as well as any information which is or becomes part of the public domain through legitimate sources, or that is required to be disclosed by a Vendors under any Law or legal process. Notwithstanding the foregoing, the Key Person agrees Vendors may confidentially disclose any such confidential information (including copies of any Books and Records) to their professional advisors in connection with any Claims made against the Vendors by any taxation authority or other Governmental Authority in any jurisdiction. To the extent necessary to legitimately assist the Vendors to respond to any inquiry and/or Claim from any Governmental Authority, the Purchaser shall provide the Vendors and their advisors with reasonable and timely pay any amounts due under access to the Books and Records solely for purposes of responding to such inquiry or Claim. 7.6. The Vendors expressly acknowledge that the covenants contained in this Section 167.6 are necessary for the Purchaser to fully benefit from the goodwill of the Business and that this Section 7.6 is reasonable and valid in all respects, and the Vendors both irrevocably waive (and irrevocably agree not to raise as a defense) any issue of reasonableness (including the reasonableness of the Territory or the duration and scope of this Section 7.6) in any proceeding to enforce any provision hereof. 7.7. In additionthe event of a violation, contravention, breach or threatened breach of this Section 7.7 by the Vendors, the Company Purchaser or its successors or assigns shall be entitled to seek both temporary and permanent injunctive relief. The right of the Purchaser or its successors or assigns to seek injunctive relief for shall be in addition to any violation and all other remedies available to them and shall not be construed to prevent them from pursuing, either consecutively or concurrently, any and all other legal or equitable remedies available to it including the recovery of monetary damages, it being acknowledged by the Key Person Vendors that any such claim for monetary amount shall strictly cover the damages effectively suffered consequently to the corresponding breach, and that a recourse in injunction or other mandatory recourse shall rather cover the protection of subsection the Purchaser or its successors or assigns from any such breach in the future. 7.8. Each Vendor, the Corporation and the Purchaser agree that the non-competition covenants in this Article 7 (a)(iicollectively, the “Covenants”) provided by each of this Section 16the Vendors in favor of the Purchaser are integral to the Agreement and the Covenants are granted to preserve the fair market value of the goodwill of the Purchased Shares and the Business purchased by the Purchaser from the Vendors hereunder.

Non Competition and Confidentiality. (a) Notwithstanding any provision to the contrary set forth elsewhere herein, the RSUs, the shares of common stock of the Company underlying the RSUs, or any proceeds received by the Key Person upon the sale of shares of common stock of the Company underlying the RSUs shall be forfeited by the Key Person to the Company without any consideration therefore, if the Key Person is not in compliance, at any time during the period commencing on the date of this Agreement The Employee acknowledges and ending nine months following the termination of the Key Person’s affiliation with the Company and/or its subsidiaries, with all applicable provisions of the Plan and with the following conditionsagrees as follows: (i) For purposes hereof, all information about documents pertaining to the Key Person business, operations, activities and affairs of the Company and/or its affiliates and any of their respective customers and suppliers obtained by the Employee during his employment by the Company constitute “Confidential Information.” The Employee acknowledges that he will have access to Confidential Information and that improper use or disclosure of the same could cause serious injury to the business and business relationships of the Company, its affiliates and others. Accordingly, the Employee agrees to keep confidential all Confidential Information which shall have come or shall hereafter come into his possession, that he will not use the same for his own benefit or directly or indirectly (1) be employed byfor the benefit of others, engage and that he will not disclose such Confidential Information to any other person without the Company’s prior written consent, in each case, whether during or have after termination of the Employment Period. For purposes hereof, “Confidential Information” shall not include any interest in any business information which is or becomes competitive with the Company or its subsidiaries or is or becomes otherwise prejudicial to or in conflict with the interests of the Company or its subsidiaries, (2) induce any customer of the Company or its subsidiaries to patronize such competitive business or otherwise request or advise any such customer to withdraw, curtail or cancel any of its business with the Company or its subsidiaries, or (3) solicit for employment any person employed by the Company or its subsidiaries; provided, however, that this restriction shall not prevent the Key Person from acquiring and holding up to two percent of the outstanding shares of capital stock of any corporation which is or becomes competitive with the Company or is or becomes otherwise prejudicial to or in conflict with the interests of the Company if such shares are generally available to the general public on a national securities exchange or in the over-the-counter market; and (ii) the Key Person shall not use or disclose, except for the sole benefit of or with the written consent through no fault of the Company, any confidential information relating Employee. Nothing contained herein shall preclude disclosure of Confidential Information to the businessextent required by legal process, processes provided the Employee notifies the Company in writing a reasonable time prior to such disclosure and cooperate in obtaining a protective order or products of other appropriate remedy, as determined by the Company. (bii) The Company shall notify in writing the Key Person of any violation by the Key Person of this Section 16. The forfeiture shall be effective as of the date of the occurrence of any of the activities set forth in (a) above. If the shares of common stock Employee recognizes that he may possess confidential information and trade secrets about other employees of the Company underlying and/or its affiliates relating to their education, experience, skills, abilities, salary and benefits, and interpersonal relationships with customers, shareholders and suppliers of the RSUs have been soldCompany and/or its affiliates. The Employee further recognizes that such information is not generally known, the Key Person shall promptly pay is of substantial value to the Company and/or its affiliates in securing and retaining customers, shareholders and suppliers, and will be acquired by the amount Employee because of his employment. Accordingly, the proceeds from such sale. The Key Person hereby consents Employee shall not, directly or indirectly, solicit or induce any person who is, or was within six months prior to a deduction from any amounts owed contemplated solicitation or inducement, employed by the Company and/or any of its affiliates to leave such employment or to enter the Key Person from time to time (including amounts owed as wages employment of any other person or other compensation, fringe benefits or vacation pay) to the extent of the amounts owed by the Key Person to the Company under this Section 16. Whether or not the Company elects to make any set-off in whole or in part, the Key Person agrees to timely pay any amounts due under this Section 16. In addition, the Company shall be entitled to injunctive relief for any violation by the Key Person of subsection (a)(ii) of this Section 16entity.

Non Competition and Confidentiality. (a) Notwithstanding any provision to the contrary set forth elsewhere herein, the RSUs, the shares of common stock of the Company underlying the RSUs, or any proceeds received by the Key Person upon the sale of shares of common stock of the Company underlying the RSUs shall be forfeited by the Key Person to the Company without any consideration therefore, if the Key Person is not in compliance, at any time during the period commencing on the date of this Agreement and ending nine months following the termination of the Key Person’s affiliation with the Company and/or its subsidiaries, with all applicable provisions of the Plan and with the following conditions: (i) the Key Person shall not directly or indirectly (1) be employed by, engage or have any interest in any business which is or becomes competitive with the Company or its subsidiaries or is or becomes otherwise prejudicial to or in conflict with the interests of the Company or its subsidiaries, (2) induce any customer of the Company or its subsidiaries to patronize such competitive business or otherwise request or advise any such customer to withdraw, curtail or cancel any of its business with the Company or its subsidiaries, or (3) solicit for employment any person employed by the Company or its subsidiaries; provided, however, that this restriction shall not prevent the Key Person from acquiring and holding up to two percent of the outstanding shares of capital stock of any corporation which is or becomes competitive with the Company or is or becomes otherwise prejudicial to or in conflict with the interests of the Company if such shares are available to the general public on a national securities exchange or in the over-the-counter market; and (ii) the Key Person shall not use or disclose, except for the sole benefit of or with the written consent of the Company, any confidential information relating to the business, processes or products of the Company. (b) The Company shall notify in writing the Key Person of any violation by the Key Person of this Section 16. The forfeiture shall be effective as of the date of the occurrence of any of the activities set forth in (a) above. If the shares of common stock of the Company underlying the RSUs have been sold, the Key Person shall promptly pay to the Company the amount of the proceeds from such sale. The Key Person hereby consents to a deduction from any amounts owed by the Company to the Key Person from time to time (including amounts owed as wages or other compensation, fringe benefits or vacation pay) to the extent of the amounts owed by the Key Person to the Company under this Section 16. Whether or not the Company elects to make any set-off in whole or in part, the Key Person agrees to timely pay any amounts due under this Section 16. In addition, the Company shall be entitled to injunctive relief for any violation by the Key Person of subsection (a)(ii) of this Section 16.

Non Competition and Confidentiality. (a) Notwithstanding any provision to the contrary set forth elsewhere hereinExecutive agrees that, the RSUsas a condition of receiving benefits under this Agreement, the shares of common stock of the Company underlying the RSUs, or any proceeds received by the Key Person upon the sale of shares of common stock of the Company underlying the RSUs shall be forfeited by the Key Person to the Company without any consideration therefore, if the Key Person is he will not in compliance, at any time during the period commencing on the date of this Agreement and ending nine months following the termination of the Key Person’s affiliation with the Company and/or its subsidiaries, with all applicable provisions of the Plan and with the following conditions: (i) the Key Person shall not render services directly or indirectly (1) be employed by, engage or have to any interest competing organization located in any market in which MTS is doing business as of Executive's Date of Termination for the period of time during which Executive is receiving benefits under this Agreement or any other Agreement containing Change in Control provisions, in connection with the design, implementation, development, manufacture, marketing, sale, merchandising, leasing, servicing or promotion of any "Conflicting Product" which as used herein means any product, process, system or service of any person, firm, corporation, organization other than MTS, in existence or under development, which is the same as or becomes competitive with the Company or its subsidiaries or is or becomes otherwise prejudicial similar to or competes with, or has a usage allied to, a product, process, system, or service produced, developed, or used by MTS. MTS agrees that it will respond in conflict with the interests of the Company or its subsidiaries, (2) induce any customer of the Company or its subsidiaries writing to patronize such competitive business or otherwise request or advise any such customer to withdraw, curtail or cancel any Executive within 15 days of its business with receipt of Executive's written inquiry to the Company or Board as to whether an activity proposed by him would constitute competition under this subparagraph. If MTS fails to respond to Executive as set forth in the preceding sentence, Executive's proposed activity shall be deemed not to constitute competition under this subparagraph. MTS agrees that its subsidiaries, or (3) solicit for employment any person employed approval of such proposed activity by the Company or its subsidiaries; provided, however, that this restriction Executive shall not prevent the Key Person from acquiring be unreasonably withheld. Executive agrees that violation of this covenant not to compete with MTS shall result in immediate cessation of all benefits hereunder, other than insurance benefits, which Executive may continue where permitted under federal and holding up to two percent of the outstanding shares of capital stock of any corporation which is or becomes competitive with the Company or is or becomes otherwise prejudicial to or in conflict with the interests of the Company if such shares are available to the general public on a national securities exchange or in the over-the-counter market; and (ii) the Key Person shall not use or disclose, except for the sole benefit of or with the written consent of the Company, any confidential information relating to the business, processes or products of the Companystate law at his own expense. (b) The Company shall notify in writing Executive further agrees and acknowledges his existing obligation that, at all times during and subsequent to his employment with MTS, he will not divulge or appropriate to his own use or the Key Person uses of others any violation by secret or confidential information pertaining to the Key Person business of this Section 16. The forfeiture shall be effective as of the date of the occurrence of MTS, or any of the activities set forth in (a) above. If the shares its subsidiaries, obtained during his employment by MTS or any of common stock of the Company underlying the RSUs have been sold, the Key Person shall promptly pay to the Company the amount of the proceeds from such sale. The Key Person hereby consents to a deduction from any amounts owed by the Company to the Key Person from time to time (including amounts owed as wages or other compensation, fringe benefits or vacation pay) to the extent of the amounts owed by the Key Person to the Company under this Section 16. Whether or not the Company elects to make any set-off in whole or in part, the Key Person agrees to timely pay any amounts due under this Section 16. In addition, the Company shall be entitled to injunctive relief for any violation by the Key Person of subsection (a)(ii) of this Section 16its subsidiaries.

Non Competition and Confidentiality. In consideration for the payments and benefits to be provided to Executive under this Agreement, Executive agrees to comply with the following requirements: (a) Notwithstanding Agreement Not to Compete. Executive agrees that, on or before the first anniversary of the date Executive's employment under this Agreement terminates under Section 3.1, he will not, unless he receives the prior written approval of the Chief Executive Officer of the Company, directly or indirectly engage in any provision to of the contrary set forth elsewhere hereinfollowing actions: (1) Own an interest in (except as provided below), the RSUsmanage, the shares of common stock operate, join, control, lend money or render financial or other assistance to, or participate in or be connected with, as an officer, director, employee, partner, stockholder, consultant or otherwise, any entity that is a competitor of the Company underlying if the RSUsamount of competition is significant, i.e., the competition is in a line of business or any proceeds received by the Key Person upon the sale of shares of common stock products that constitute more than five percent of the Company underlying the RSUs shall be forfeited by the Key Person to gross revenues of both the Company without any consideration thereforeand its consolidated subsidiaries and the competitor. However, if the Key Person is not nothing in compliance, at any time during the period commencing on the date of this Agreement and ending nine months following the termination of the Key Person’s affiliation with the Company and/or its subsidiaries, with all applicable provisions of the Plan and with the following conditions: subsection (a) shall preclude Executive from (i) the Key Person shall not directly or indirectly (1) be employed by, engage or have any interest in any business which is or becomes competitive with the Company or its subsidiaries or is or becomes otherwise prejudicial to or in conflict with the interests of the Company or its subsidiaries, (2) induce any customer of the Company or its subsidiaries to patronize such competitive business or otherwise request or advise any such customer to withdraw, curtail or cancel any of its business with the Company or its subsidiaries, or (3) solicit for employment any person employed by the Company or its subsidiaries; provided, however, that this restriction shall not prevent the Key Person from acquiring and holding up to two less than one percent of the outstanding shares of capital stock of any corporation which is or becomes competitive required to file periodic reports with the Company Securities and Exchange Commission under Section 13 or is or becomes otherwise prejudicial to or in conflict with the interests 15(d) of the Company if such shares Securities Exchange Act of 1934, as amended, the securities of which are available to listed on any securities exchange, quoted on the general public on a national securities exchange National Association of Securities Dealers Automated Quotation System or traded in the over-the-counter market; and market or (ii) continuing to engage in any activities or investments that the Key Person shall Executive participated in prior to his termination of employment if such activities or investments did not use violate Company policy. (2) Intentionally solicit, endeavor to entice away from the Parent or disclose, except for the sole benefit of or with the written consent of the Company, or any confidential information relating to of their subsidiaries, or otherwise interfere with the business, processes or products relationship of the Parent or the Company. , or any of their subsidiaries with, any person who is employed by or otherwise engaged to perform services for the Parent or the Company, or any of their subsidiaries (b) The Company shall notify in writing including, but not limited to, any independent sales representatives or organizations), or any persons or entity who is, or was within the Key Person then most recent 12-month period, a customer or client of the Parent or the Company, or any of their subsidiaries, whether for Executive's own account or for the account of any violation by the Key Person of this Section 16. The forfeiture shall be effective as of the date of the occurrence of any of the activities set forth in (a) aboveother individual, partnership, firm, corporation or other business organization. If the shares of common stock scope of the Company underlying the RSUs have been soldrestrictions in this subsection are determined by a court of competent jurisdiction to be too broad to permit enforcement of such restrictions to their full extent, the Key Person then such restrictions shall promptly pay be construed or rewritten (blue-lined) so as to be enforceable to the Company the amount of the proceeds from such sale. The Key Person maximum extent permitted by law, and Executive hereby consents to a deduction from any amounts owed by the Company to the Key Person from time to time (including amounts owed as wages or other compensationconsents, fringe benefits or vacation pay) to the extent he may lawfully do so, to the judicial modification of the amounts owed by the Key Person scope of such restrictions in any proceeding brought to the Company under this Section 16. Whether or not the Company elects to make any set-off in whole or in part, the Key Person agrees to timely pay any amounts due under this Section 16. In addition, the Company shall be entitled to injunctive relief for any violation by the Key Person of subsection (a)(ii) of this Section 16enforce them.

Non Competition and Confidentiality. (a) Notwithstanding any provision to the contrary set forth elsewhere herein, the RSUsPerformance Units, the shares of common stock of the Company underlying the RSUsPerformance Units, or any proceeds received by the Key Person upon the sale of shares of common stock of the Company underlying the RSUs Performance Units shall be forfeited by the Key Person to the Company without any consideration therefore, if the Key Person is not in compliance, at any time during the period commencing on the date of this Agreement and ending nine months following the termination of the Key Person’s affiliation with the Company and/or its subsidiaries, with all applicable provisions of the Plan and with the following conditions: (i) the Key Person shall not directly or indirectly (1) be employed by, engage or have any interest in any business which is or becomes competitive with the Company or its subsidiaries or is or becomes otherwise prejudicial to or in conflict with the interests of the Company or its subsidiaries, (2) induce any customer of the Company or its subsidiaries to patronize such competitive business or otherwise request or advise any such customer to withdraw, curtail or cancel any of its business with the Company or its subsidiaries, or (3) solicit for employment any person employed by the Company or its subsidiariessubsidiaries or hire any person who was employed by the Company or its subsidiaries at any time within nine months of such hire; provided, however, that this restriction shall not prevent the Key Person from acquiring and holding up to two percent of the outstanding shares of capital stock of any corporation which is or becomes competitive with the Company or is or becomes otherwise prejudicial to or in conflict with the interests of the Company if such shares are available to the general public on a national securities exchange or in the over-the-counter market; and (ii) the Key Person shall not use or disclose, except for the sole benefit of or with the written consent of the Company, any confidential information relating to the business, processes or products of the Company. (b) The Company shall notify in writing the Key Person of any violation by the Key Person of this Section 16. The forfeiture shall be effective as of the date of the occurrence of any of the activities set forth in (a) above. If the shares of common stock of the Company underlying the RSUs Performance Units have been sold, the Key Person shall promptly pay to the Company the amount of the proceeds from such sale. The Key Person hereby consents to a deduction from any amounts owed by the Company to the Key Person from time to time (including amounts owed as wages or other compensation, fringe benefits or vacation pay) to the extent of the amounts owed by the Key Person to the Company under this Section 16. Whether or not the Company elects to make any set-off in whole or in part, the Key Person agrees to timely pay any amounts due under this Section 16. In addition, the Company shall be entitled to injunctive relief for any violation by the Key Person of subsection (a)(ii) of this Section 16.

Non Competition and Confidentiality. (a) For a period of five years from the Closing, CBS shall not, and shall cause each of the other Sellers and its other Affiliates not to, directly or indirectly, engage in any business that is in competition with the Business. Notwithstanding any provision anything to the contrary set forth elsewhere hereincontained in this Section 5.19, Purchaser hereby agrees that the RSUs, the shares foregoing covenant shall not be deemed breached as a result of common stock of the Company underlying the RSUs, or any proceeds received by the Key Person upon the sale of shares of common stock of the Company underlying the RSUs shall be forfeited by the Key Person to the Company without any consideration therefore, if the Key Person is not in compliance, at any time during the period commencing on the date of this Agreement and ending nine months following the termination of the Key Person’s affiliation with the Company and/or its subsidiaries, with all applicable provisions of the Plan and with the following conditions: (i) the Key Person shall not directly ownership by CBS or indirectly (1) be employed by, engage or have any interest in Affiliate of CBS of less than an aggregate of 5% of any business which is or becomes competitive with the Company or its subsidiaries or is or becomes otherwise prejudicial to or in conflict with the interests of the Company or its subsidiaries, (2) induce any customer of the Company or its subsidiaries to patronize such competitive business or otherwise request or advise any such customer to withdraw, curtail or cancel any of its business with the Company or its subsidiaries, or (3) solicit for employment any person employed by the Company or its subsidiaries; provided, however, that this restriction shall not prevent the Key Person from acquiring and holding up to two percent of the outstanding shares class of capital stock of any corporation which a person engaged, directly or indirectly, in a business that is or becomes competitive in competition with the Company Business or less than 10% in value of any instrument of indebtedness of a person engaged, directly or indirectly, in a business that is or becomes otherwise prejudicial to or in conflict competition with the interests of the Company if such shares are available to the general public on a national securities exchange or in the over-the-counter market; and Business, (ii) the Key Person shall not use retention and conduct by CBS of the Process Control Business, the Power Generation Business and any other business in which it is currently engaged, (iii) any action taken by CBS or discloseany of its Affiliates pursuant to this Agreement or a Seller Ancillary Document, except for (iv) any action taken by CBS or any of its Affiliates or by any third party at the sole benefit direction of CBS in connection with discharging its obligations under any guarantees (including guarantees of performance under contracts or agreements), assumption of obligations, letters of credit or other similar arrangements, including surety and performance bonds, in effect at the Closing Date or (v) the acquisition by CBS or any Affiliate of CBS of any person (A) which derives less than $10,000,000 in revenues from businesses in competition with the written consent Business or (B) the predominant business of which is not in competition with the Company, any confidential information relating Business if after such acquisition CBS or its Affiliates uses reasonable best efforts to divest the business of such Person that is in competition with the Business within 270 days after the acquisition of such business, processes or products of the Company. (b) The Company shall notify in writing For a period of ten years after the Key Person of any violation by the Key Person of this Section 16. The forfeiture shall be effective as Closing, CBS agrees to, and to cause each of the date other Sellers and its other Affiliates to, maintain the confidentiality of all confidential information with respect to the occurrence Business and the Acquired Assets, or learned by CBS or any Seller directly or indirectly from Purchaser, including information with respect to (A) prospective business activities, (B) sales figures, (C) profit or loss, gross margin or similar information, and (D) customers, clients, suppliers, sources of supply and customer lists (the "Confidential Information"), and shall not disclose any Confidential Information, except (i) in the event CBS or any of the activities set forth in its Affiliates is required to disclose any of such information pursuant to applicable Law or by applicable legal process, (a) above. If the shares of common stock of the Company underlying the RSUs have been sold, the Key Person shall promptly pay to the Company the amount of the proceeds from such sale. The Key Person hereby consents to a deduction from any amounts owed by the Company to the Key Person from time to time (including amounts owed as wages or other compensation, fringe benefits or vacation payii) to the extent of the amounts owed by the Key Person such information becomes generally available to the Company under this Section 16. Whether public other than as a result of a disclosure by CBS or not its Affiliates, (iii) to the Company elects extent such information was available to make any setCBS or its Affiliates on a non-off in whole confidential basis prior to its disclosure to CBS or in partits Affiliates, or (iv) to the Key Person agrees extent such information becomes available to timely pay any amounts due under this Section 16. In addition, the Company shall be entitled to injunctive relief for any violation by the Key Person of subsection (a)(ii) of this Section 16.CBS or its Subsidiaries on a non-confidential basis from

Non Competition and Confidentiality. (a) Notwithstanding any provision to the contrary set forth elsewhere herein, the RSUs, the shares of common stock of the Company Shares underlying the RSUs, or RSUs and any proceeds received by the Key Person upon the sale of shares of common stock of the Company Shares underlying the RSUs shall be forfeited by the Key Person to the Company without any consideration therefore, if the Key Person is not in compliance, at any time during the period commencing on the date of this Agreement Grant Date and ending nine months following the termination of the Key Person’s affiliation with the Company and/or its subsidiariesSeparation from Service, with all applicable provisions of the Plan and with the following conditions: (i) the Key Person shall not directly or indirectly (1) be employed by, engage or have any interest in any business which is or becomes competitive with the Company or its subsidiaries Subsidiaries or is or becomes otherwise prejudicial to or in conflict with the interests of the Company or its subsidiariesSubsidiaries, (2) induce any customer of the Company or its subsidiaries Subsidiaries to patronize such competitive business or otherwise request or advise any such customer to withdraw, curtail or cancel any of its business with the Company or its subsidiaries, Subsidiaries or (3) hire or solicit for employment any person employed by the Company or its subsidiariesSubsidiaries or hire any person who was employed by the Company or its Subsidiaries at any time within nine months of such hire; provided, however, that this restriction shall not prevent the Key Person from acquiring and holding up to two percent of the outstanding shares of capital stock of any corporation which is or becomes competitive with the Company or is or becomes otherwise prejudicial to or in conflict with the interests of the Company if such shares are available to the general public on a national securities exchange or in the over-the-counter market; and (ii) the Key Person shall not use or disclose, except for the sole benefit of or with the written consent of the Company, any confidential information relating to the business, processes or products of the Company. Nothing in this Agreement, however, prohibits the Key Employee from reporting violations of law or regulation to any U.S. federal, state or local governmental or law enforcement branch, agency or entity (collectively, a “Governmental Entity”), or from cooperating with any Governmental Entity, including the EEOC, the Securities and Exchange Commission or the Department of Justice. (b) The Company shall notify in writing the Key Person of any violation by the Key Person of this Section 1617. The forfeiture shall be effective as of the date of the occurrence of any of the activities set forth in (aSection 17(a) above. If the shares of common stock of the Company Shares underlying the RSUs have been sold, the Key Person shall promptly pay to the Company the amount of the proceeds from such sale. The Key Person hereby consents to a deduction from any amounts owed by the Company to the Key Person from time to time (including amounts owed as wages or other compensation, fringe benefits or vacation pay) to the extent of the amounts owed by the Key Person to the Company under this Section 1617. Whether or not the Company elects to make any set-off in whole or in part, the Key Person agrees to timely pay any amounts due under this Section 1617. In addition, the Company shall be entitled to injunctive relief for any violation by the Key Person of subsection this Section 17. (a)(iic) Notwithstanding any provision of this Agreement to the contrary, the Key Person shall be entitled to communicate, cooperate and file a complaint with any Governmental Entity concerning possible violations of any U.S. federal, state or local law or regulation, and to otherwise make disclosures to any Governmental Entity, in each case, that are protected under the whistleblower provisions of any such law or regulation, as long as in each case the communications and disclosures are consistent with applicable law. The Key Person shall not forfeit any RSUs, Shares held in connection with any RSUs or proceeds from the sale of such Shares as a result of exercising any rights under this Section 1617(c).

Non Competition and Confidentiality. (a) Notwithstanding any provision to the contrary set forth elsewhere herein, the RSUs, the shares of common stock of the Company Shares underlying the RSUs, or and any proceeds received by the Key Person upon the sale of shares of common stock of the Company Shares underlying the RSUs shall be forfeited by the Key Person to the Company without any consideration therefore, if the Key Person is not in compliance, at any time during the period commencing on the date of this Agreement Grant Date and ending nine months following the termination of the Key Person’s affiliation with the Company and/or its subsidiariesSeparation from Service, with all applicable provisions of the Plan and with the following conditions: (i) the Key Person shall not directly or indirectly (1) be employed by, engage or have any interest in any business which is or becomes competitive with the Company or its subsidiaries Subsidiaries or is or becomes otherwise prejudicial to or in conflict with the interests of the Company or its subsidiariesSubsidiaries, (2) induce any customer of the Company or its subsidiaries Subsidiaries to patronize such competitive business or otherwise request or advise any such customer to withdraw, curtail or 3 cancel any of its business with the Company or its subsidiariesSubsidiaries, or (3) hire or solicit for employment any person employed by the Company or its subsidiariesSubsidiaries or hire any person who was employed by the Company or its Subsidiaries at any time within nine months of such hire; provided, however, that this restriction shall not prevent the Key Person from acquiring and holding up to two percent of the outstanding shares of capital stock of any corporation which is or becomes competitive with the Company or is or becomes otherwise prejudicial to or in conflict with the interests of the Company if such shares are available to the general public on a national securities exchange or in the over-the-counter market; and (ii) the Key Person shall not use or disclose, except for the sole benefit of or with the written consent of the Company, any confidential information relating to the business, processes or products of the Company. Nothing in this Agreement, however, prohibits the Key Employee from reporting violations of law or regulation to any U.S. federal, state or local governmental or law enforcement branch, agency or entity (collectively, a “Governmental Entity”), or from cooperating with any Governmental Entity, including the EEOC, the Securities and Exchange Commission or the Department of Justice. (b) The Company shall notify in writing the Key Person of any violation by the Key Person of this Section 16. The forfeiture shall be effective as of the date of the occurrence of any of the activities set forth in (aSection 16(a) above. If the shares of common stock of the Company Shares underlying the RSUs have been sold, the Key Person shall promptly pay to the Company the amount of the proceeds from such sale. The Key Person hereby consents to a deduction from any amounts owed by the Company to the Key Person from time to time (including amounts owed as wages or other compensation, fringe benefits or vacation pay) to the extent of the amounts owed by the Key Person to the Company under this Section 16. Whether or not the Company elects to make any set-off in whole or in part, the Key Person agrees to timely pay any amounts due under this Section 16. In addition, the Company shall be entitled to injunctive relief for any violation by the Key Person of subsection (a)(ii) of this Section 16. (c) Notwithstanding any provision of this Agreement to the contrary, the Key Person shall be entitled to communicate, cooperate and file a complaint with any Governmental Entity concerning possible violations of any U.S. federal, state or local law or regulation, and to otherwise make disclosures to any Governmental Entity, in each case, that are protected under the whistleblower provisions of any such law or regulation, as long as in each case the communications and disclosures are consistent with applicable law. The Key Person shall not forfeit any RSUs, Shares held in connection with any RSUs or proceeds from the sale of such Shares as a result of exercising any rights under this Section 16(c). (d) The obligations of this Section 16 shall survive the Key Person’s Separation from Service.

Non Competition and Confidentiality. (a) Notwithstanding During the period beginning on the Closing Date and ending on the second anniversary thereof (the "Non-Competition Period"), no Seller Party or Affiliate of any provision to Seller Party (each, a "Restricted Party") shall, directly or indirectly, in any capacity, own, manage, operate, finance, join, control or participate in the contrary set forth elsewhere hereinownership, the RSUsmanagement, the shares of common stock of the Company underlying the RSUsfinancing, operation or control of, or any proceeds received by the Key Person upon the sale of shares of common stock of the Company underlying the RSUs shall be forfeited by the Key Person to the Company without any consideration thereforeconnected as an officer, if the Key Person is not in complianceemployee, at any time during the period commencing on the date of this Agreement and ending nine months following the termination of the Key Person’s affiliation with the Company and/or its subsidiariespartner or otherwise, with all applicable provisions of the Plan and with the following conditions: (i) the Key Person shall not directly or indirectly (1) be employed byrender services, engage or have any a financial interest in in, any business which is or becomes that shall both: (i) be competitive with the Company Business, and (ii) provide services to, or its subsidiaries otherwise have as a customer, any Person listed on Exhibit C hereto. In addition, no --------- Restricted Party shall solicit any employee of the Business for the purposes of having any such employee terminate his or is or becomes otherwise prejudicial to or in conflict her employment with the interests of Business. If a court determines that the Company or its subsidiaries, (2) induce any customer of the Company or its subsidiaries to patronize such competitive business foregoing restrictions are too broad or otherwise request unreasonable under applicable law, including with respect to time or advise any such customer to withdrawspace, curtail or cancel any of its business with the Company or its subsidiaries, or (3) solicit for employment any person employed court is hereby requested and authorized by the Company or its subsidiaries; providedparties hereto to revise the foregoing restriction to include the maximum restrictions allowable under applicable law. Each Restricted Party acknowledges, however, that this restriction shall not prevent Section 6.6 has been negotiated by the Key Person from acquiring Parties and holding up to two percent that the geographical and time limitations, as well as the limitation on activities, are reasonable in light of the outstanding shares of capital stock of any corporation which is or becomes competitive with the Company or is or becomes otherwise prejudicial to or in conflict with the interests of the Company if such shares are available circumstances pertaining to the general public on a national securities exchange or in the over-the-counter market; and (ii) the Key Person shall not use or disclose, except for the sole benefit of or with the written consent of the Company, any confidential information relating to the business, processes or products of the CompanyBusiness. (b) Each Seller Party recognizes and acknowledges that by reason of its or his involvement with or employment in the Business, it or he has had access to Trade Secrets relating to the Business. Each Seller Party acknowledges that such Trade Secrets are a valuable and unique asset and covenants that it or he will not disclose any such Trade Secrets to any Person for any reason whatsoever, unless such information (a) is in the public domain through no wrongful act of such Seller Party, (b) has been rightfully received from a third party without restriction and without breach of this Agreement or (c) except as may be required by law. (c) The Company shall notify in writing the Key Person of any violation by the Key Person terms of this Section 16. The forfeiture 6.6 shall apply to each Seller Party and to any other Person controlled by any Seller Party and any of their respective Affiliates that it or he controls to the same extent as if they were parties hereto, and each such party shall take whatever actions may be necessary to cause any such party or Affiliate to adhere to the terms of this Section 6.6. (d) In the event of any breach or threatened breach by any Restricted Party of any provision of Section 6.6, Buyer shall be effective as of the date of the occurrence of any of the activities set forth in (a) above. If the shares of common stock of the Company underlying the RSUs have been sold, the Key Person shall promptly pay entitled to the Company the amount of the proceeds from such sale. The Key Person hereby consents to a deduction from any amounts owed by the Company to the Key Person from time to time (including amounts owed as wages injunctive or other compensationequitable relief, fringe benefits restraining such party from using or vacation pay) to the extent of the amounts owed by the Key Person to the Company under this Section 16. Whether or not the Company elects to make disclosing any set-off Trade Secrets in whole or in part, or from engaging in conduct that would constitute a breach of the Key Person agrees to timely pay any amounts due obligations of a Restricted Party under this Section 166.6. In addition, the Company Such relief shall be entitled in addition to injunctive relief and not in lieu of any other remedies that may be available, including an action for any violation by the Key Person recovery of subsection (a)(ii) Damages, all of which may be sought only in accordance with the arbitration provisions of this Section 16Agreement.

Non Competition and Confidentiality. (ai) Notwithstanding any provision The Executive agrees that he shall not engage in Competition during the Non-Competition Period, subject to the contrary set forth elsewhere hereinCompany's option to waive all or any portion of the Non-Competition Period, as more specifically provided for in the following paragraph. (ii) As additional consideration for the covenant not to compete during the Non-Competition Period described above, the RSUsCompany shall pay the Executive, on a monthly basis, the shares sum of common stock 25 percent of the Executive's monthly Salary, less the amount of the Executive's "Monthly Severance Benefit," if any. This additional consideration shall be payable for the one (1) year period commencing on the Termination Date and shall be payable on the first day of each month. For purposes of this provision, the "Monthly Severance Benefit" shall be equal to the Severance Benefit divided by the number of months in the Severance Period. The Company underlying has the RSUsoption, for any reason, to elect to waive all or any proceeds received by the Key Person upon the sale portion of shares of common stock of the Company underlying the RSUs the (b) The Executive shall be forfeited by the Key Person to the Company without any consideration therefore, if the Key Person is not in compliance, at any time during the period commencing on the date term of this Agreement and ending nine months following Agreement, or thereafter, communicate or disclose to any unauthorized person, or use for the Executive's own account, without the prior written consent of the Chief Executive Officer of the Company, nonpublic information of any kind concerning the Company or any of its subsidiaries or affiliates, including, but not limited to, nonpublic information concerning finances, financial plans, accounting methods, strategic plans, operations, personnel, organizational structure, methods of distribution, suppliers, customers, client relationships, marketing strategies, real estate strategies or the like. In the event of the termination of Executive's employment, Executive shall, on or before the Key Person’s affiliation with Termination Date, return all Confidential Information in his possession, in whatever form, to the Company and/or its subsidiaries, with all applicable provisions of the Plan and with the following conditions: (i) the Key Person shall not directly or indirectly (1) be employed by, engage or have any interest in any business which Company. It is or becomes competitive with the Company or its subsidiaries or is or becomes otherwise prejudicial to or in conflict with the interests of the Company or its subsidiaries, (2) induce any customer of the Company or its subsidiaries to patronize such competitive business or otherwise request or advise any such customer to withdraw, curtail or cancel any of its business with the Company or its subsidiaries, or (3) solicit for employment any person employed by the Company or its subsidiaries; providedunderstood, however, that the obligations set forth in this restriction paragraph shall not prevent the Key Person from acquiring and holding up to two percent of the outstanding shares of capital stock of any corporation which is or becomes competitive with the Company or is or becomes otherwise prejudicial to or in conflict with the interests of the Company if such shares are available apply to the general extent that the aforesaid matters (a) are disclosed in circumstances in which the Executive is legally required to do so or (b) become generally known to and available for use by the public on a national securities exchange other than by the Executive's wrongful act or in the over-the-counter market; and (ii) the Key Person shall not use or disclose, except for the sole benefit of or with the written consent of the Company, any confidential information relating to the business, processes or products of the Companyomission. (bc) The Company shall notify in writing the Key Person of Executive agrees that any violation by the Key Person of this Section 16. The forfeiture shall be effective as breach of the date terms of the occurrence of any of the activities set forth Sections 9(a) or 9(b) would result in (a) above. If the shares of common stock of the Company underlying the RSUs have been sold, the Key Person shall promptly pay irreparable injury and damage to the Company for which the amount Company would have no adequate remedy at law; the Executive therefore agrees that in the event of a breach or threatened breach by the Executive of the proceeds from such sale. The Key Person hereby consents to a deduction from any amounts owed by the Company to the Key Person from time to time (including amounts owed as wages provisions of Sections 9(a) or other compensation, fringe benefits or vacation pay) to the extent of the amounts owed by the Key Person to the Company under this Section 16. Whether or not the Company elects to make any set-off in whole or in part, the Key Person agrees to timely pay any amounts due under this Section 16. In addition9(b), the Company shall be entitled to injunctive relief an immediate injunction and restraining order to prevent such breach or threatened breach or continued breach by the Executive, including any and all persons and entities acting for or with the Executive, without having to prove damages, and to all costs and expenses, including reasonable attorneys' fees and costs, in addition to any other remedies to which the Company may be entitled at law or in equity. The terms of this paragraph shall not prevent the Company from pursuing any other available remedies for any violation breach or threatened breach hereof, including but not limited to the recovery of damages from the Executive. The Executive and the Company further agree that the provisions of the covenant not to compete are reasonable and that the Company would not have entered into this Agreement but for the inclusion of such covenant herein. If any provision of the covenants set forth in Section 9 is found by the Key Person any court of subsection (a)(ii) competent jurisdiction to be unenforceable because it extends for too long a period of this Section 16.time or

Non Competition and Confidentiality. Consultant agrees that: (a) Notwithstanding During the five year period that initially comprises the Term (notwithstanding any provision to the contrary set forth elsewhere herein, the RSUs, the shares of common stock of the Company underlying the RSUs, or any proceeds received by the Key Person upon the sale of shares of common stock of the Company underlying the RSUs shall be forfeited by the Key Person to the Company without any consideration therefore, if the Key Person is not in compliance, at any time during the period commencing on the date of this Agreement and ending nine months following the earlier termination of the Key Person’s affiliation Term in accordance with paragraph 1 hereof), the Company and/or its subsidiaries, with all applicable provisions of the Plan and with the following conditions: Consultant shall not (i) the Key Person shall not directly or indirectly (1) engage in, represent, furnish consulting services to, be employed by, engage by or have any interest in (whether as owner, principal, director, officer, partner, agent, consultant, shareholder, member or otherwise) any business which is or becomes would be competitive with any business conducted by the Company or its subsidiaries or is or becomes otherwise prejudicial Company, provided, however, that the Consultant may acquire and hold an aggregate of up to or in conflict with the interests two percent of the Company or its subsidiariesoutstanding shares of any corporation engaged in any such business if such shares are publicly traded in an established securities market, (2ii) induce any customer of the Company or its subsidiaries to patronize any such competitive business or otherwise request or advise any such customer to withdraw, curtail or cancel any of its business with the Company or its subsidiaries, or (3iii) solicit for employment employment, or assist any other person in soliciting for employment, any person employed by the Company or any of its subsidiaries; providedaffiliates, however, that this restriction shall not prevent the Key Person from acquiring and holding up to two percent of the outstanding shares of capital stock of any corporation which is or becomes competitive with the Company or is or becomes otherwise prejudicial to or in conflict with the interests of the Company if such shares are available to the general public on a national securities exchange or in the over-the-counter market; and (iiiv) the Key Person shall not use or disclose, except for the sole benefit of or with the written consent of the Company, any confidential information relating to the business, processes or products of the Company. (b) The Company If any provision of Section 4(a), as applied to any party or to any circumstances, is adjudged by a court to be invalid or unenforceable, the same shall notify in writing no way affect any other provision or any other part of this Agreement, the Key Person application of such provision in any other circumstances or the validity or enforceability of this Agreement. If any such provision, or any part thereof, is held to be unenforceable because of the duration of such provision or the area covered thereby, the parties agree that the court making such determination shall have the power to reduce the duration and/or area of such provision, and/or to delete specific words or phrases, and in its reduced form such provision shall then be enforceable. Upon breach of any violation by the Key Person provision of this Section 16. The forfeiture shall be effective as of the date of the occurrence of any of the activities set forth in (a) above. If the shares of common stock of the Company underlying the RSUs have been sold, the Key Person shall promptly pay to the Company the amount of the proceeds from such sale. The Key Person hereby consents to a deduction from any amounts owed by the Company to the Key Person from time to time (including amounts owed as wages or other compensation, fringe benefits or vacation pay) to the extent of the amounts owed by the Key Person to the Company under this Section 16. Whether or not the Company elects to make any set-off in whole or in part, the Key Person agrees to timely pay any amounts due under this Section 16. In addition4(a), the Company and the Consultant shall be entitled to injunctive relief for any violation relief, since the remedy at law would be inadequate and insufficient. In addition, they shall be entitled to such damages as they can show they have sustained by the Key Person reason of subsection (a)(ii) of this Section 16such breach.

Non Competition and Confidentiality. (a) Notwithstanding any provision to the contrary set forth elsewhere herein, the RSUsPerformance Units, the shares of common stock of the Company Shares underlying the RSUsPerformance Units, or and any proceeds received by the Key Person upon the sale of shares of common stock of the Company Shares underlying the RSUs Performance Units shall be forfeited by the Key Person to the Company without any consideration therefore, if the Key Person is not in compliance, at any time during the period commencing on the date of this Agreement Grant Date and ending nine months following the termination of the Key Person’s affiliation with the Company and/or its subsidiariesSeparation from Service, with all applicable provisions of the Plan and with the following conditions: (i) the Key Person shall not directly or indirectly (1) be employed by, engage or have any interest in any business which is or becomes competitive with the Company or its subsidiaries Subsidiaries or is or becomes otherwise prejudicial to or in conflict with the interests of the Company or its subsidiariesSubsidiaries, (2) induce any customer of the Company or its subsidiaries Subsidiaries to patronize such competitive business or otherwise request or advise any such customer to withdraw, curtail or cancel any of its business with the Company or its subsidiariesSubsidiaries, or (3) solicit for employment any person employed by the Company or its subsidiariesSubsidiaries or hire any person who was employed by the Company or its Subsidiaries at any time within nine months of such hire; provided, however, that this restriction shall not prevent the Key Person from acquiring and holding up to two percent of the outstanding shares of capital stock of any corporation which is or becomes competitive with the Company or is or becomes otherwise prejudicial to or in conflict with the interests of the Company if such shares are available to the general public on a national securities exchange or in the over-the-counter market; and (ii) the Key Person shall not use or disclose, except for the sole benefit of or with the written consent of the Company, any confidential information relating to the business, processes or products of the Company. (b) The Company shall notify in writing the Key Person of any violation by the Key Person of this Section 16. The forfeiture shall be effective as of the date of the occurrence of any of the activities set forth in (a) above. If the shares of common stock of the Company Shares underlying the RSUs Performance Units have been sold, the Key Person shall promptly pay to the Company the amount of the proceeds from such sale. The Key Person hereby consents to a deduction from any amounts owed by the Company to the Key Person from time to time (including amounts owed as wages or other compensation, fringe benefits or vacation pay) to the extent of the amounts owed by the Key Person to the Company under this Section 16. Whether or not the Company elects to make any set-off in whole or in part, the Key Person agrees to timely pay any amounts due under this Section 16. In addition, the Company shall be entitled to injunctive relief for any violation by the Key Person of subsection (a)(ii) of this Section 16. (c) Notwithstanding any provision of this Agreement to the contrary, the Key Person shall be entitled to communicate, cooperate and file a complaint with any U.S. federal, state or local governmental or law enforcement branch, agency or entity (collectively, a “Governmental Entity”) concerning possible violations of any U.S. federal, state or local law or regulation, and to otherwise make disclosures to any Governmental Entity, in each case, that are protected under the whistleblower provisions of any such law or regulation, as long as in each case the communications and disclosures are consistent with applicable law. The Key Person shall not forfeit any Performance Units, Shares held in connection with any Performance Units or proceeds from the sale of such Shares as a result of exercising any rights under this paragraph (c).

Non Competition and Confidentiality. (a) Notwithstanding any provision Consultant recognizes and acknowledges that he will derive substantial benefit from the consummation of the transactions contemplated by this Agreement. Consultant further recognizes and acknowledges that The Company is making a substantial investment pursuant to this Agreement and that certain Asset Purchase Agreement (the contrary set forth elsewhere herein, "Purchase Agreement") of even date herewith in reliance upon the RSUs, fact that the shares knowledge and expertise developed by Consultant and his management of common stock the affairs of the business of the Company underlying (the RSUs, or any proceeds received "Business") will be preserved and will not be used in competition with the Business purchased by the Key Person upon Company. Consultant hereby agrees that the sale of shares of common stock covenants contained herein are reasonable and necessary for the protection of the Company underlying and the RSUs shall Business to be forfeited purchased by the Key Person Company, and that Consultant agrees to take all necessary actions to assure that Consultant will not, directly or indirectly, except for the benefit of the Company without or with the prior written consent of the Company, which consent may be granted or withheld at the Company's sole discretion: (i) Own, manage, engage in, control, be employed by, participate in or be connected with, in any consideration thereforemanner whatsoever, if the Key Person is not in complianceownership, management, operation or control of any business which sells, promotes or distributes products or services, which are reasonably like and which may reasonably compete or which otherwise performs services, which are reasonably like and which may reasonably compete with those products or services previously offered by Consultant's Business and/or the Web site (but specifically excluding any existing non-eye product or service Website of Consultant) at any time during the term of this Agreement; (ii) Canvas, solicit or accept business from "Customers of the Company" after effective date hereof (except on behalf of the Company) which, for purposes of this Agreement, shall mean any person or entity which has been contacted by Consultant or his affiliates or subsidiaries, or has engaged in business with Consultant or any of his affiliates or subsidiaries, during the two (2) year period commencing prior to the effective date of this Agreement; (iii) Directly or indirectly request or advise any Customer of the Company to withdraw, curtail or cancel such Customer's business with the Company, or otherwise interfere with the business relationship between such Customers and the Company, or any of his affiliates or subsidiaries; (iv) Otherwise aid, consult or assist anyone engaged in any business which is competitive with the "Business of the Company," which "Business of the Company" shall include all business activities in which the Company or any of his affiliates or subsidiaries is engaged at any time after the date of Closing (including, but not limited to, the publication of one or more eye-related web sites, sales therefore, sales and acquisitions of such types of business) or in which the Company or any of his affiliates or subsidiaries plans to engage after the date of Closing; or (v) communicate to any person or entity any trade secrets, customer lists, information (financial or otherwise), strategies, systems, methods or any other business data or secrets of the Company, any of the Company's affiliates or subsidiaries. (b) Consultant's covenants against competition as set forth in subparagraph (a) above shall commence on the date of this Agreement and ending nine months following the termination shall continue for a period of the Key Person’s affiliation with the Company and/or its subsidiaries, with all applicable provisions of the Plan and with the following conditions: (i) the Key Person shall not directly or indirectly (1) be employed by, engage or have any interest in any business which is or becomes competitive with the Company or its subsidiaries or is or becomes otherwise prejudicial to or in conflict with the interests of the Company or its subsidiaries, two (2) induce years after the date of Closing of this Agreement. The restraints against competition imposed on and agreed to by each Consultant hereunder shall apply to, and be enforceable in, the State of Hawaii, and/or an area within fifty (50) miles of any customer of location where the Company Company, or its subsidiaries to patronize such competitive business or otherwise request or advise any such customer to withdraw, curtail or cancel any of its business with the Company affiliates or its subsidiaries, or (3) solicit for employment any person employed by the Company or its subsidiaries; provided, however, that this restriction shall not prevent the Key Person from acquiring and holding up to two percent of the outstanding shares of capital stock of any corporation which subsidiaries is or becomes competitive with the Company or is or becomes otherwise prejudicial to or in conflict with the interests of the Company if such shares are available to the general public on a national securities exchange or in the over-the-counter market; and (ii) the Key Person shall not use or disclose, except for the sole benefit of or with the written consent of the Company, any confidential information relating to the doing business, processes or products of the Company. (b) The Company shall notify in writing the Key Person of any violation by the Key Person of this Section 16. The forfeiture shall be effective as of the date of the occurrence of any of the activities set forth in (a) above. If the shares of common stock of the Company underlying the RSUs have been sold, the Key Person shall promptly pay to the Company the amount of the proceeds from such sale. The Key Person hereby consents to a deduction from any amounts owed by the Company to the Key Person from time to time (including amounts owed as wages or other compensation, fringe benefits or vacation pay) to the extent of the amounts owed by the Key Person to the Company under this Section 16. Whether or not the Company elects to make any set-off in whole or in part, the Key Person agrees to timely pay any amounts due under this Section 16. In addition, the Company shall be entitled to injunctive relief for any violation by the Key Person of subsection (a)(ii) of this Section 16.

Non Competition and Confidentiality. (a) Notwithstanding any provision to the contrary set forth elsewhere herein, the RSUsPerformance Units, the shares of common stock of the Company Shares underlying the RSUs, or Performance Units and any proceeds received by the Key Person upon the sale of shares of common stock of the Company Shares underlying the RSUs Performance Units shall be forfeited by the Key Person to the Company without any consideration therefore, if the Key Person is not in compliance, at any time during the period commencing on the date of this Agreement Grant Date and ending nine months following the termination of the Key Person’s affiliation with the Company and/or its subsidiariesSeparation from Service, with all applicable provisions of the Plan and with the following conditions: (i) the Key Person shall not directly or indirectly (1) be employed by, engage or have any interest in any business which is or becomes competitive with the Company or its subsidiaries Subsidiaries or is or becomes otherwise prejudicial to or in conflict with the interests of the Company or its subsidiariesSubsidiaries, (2) induce any customer of the Company or its subsidiaries Subsidiaries to patronize such competitive business or otherwise request or advise any such customer to withdraw, curtail or cancel any of its business with the Company or its subsidiaries, Subsidiaries or (3) hire or solicit for employment any person employed by the Company or its subsidiariesSubsidiaries or hire any person who was employed by the Company or its Subsidiaries at any time within nine months of such hire; provided, however, that this restriction shall not prevent the Key Person from acquiring and holding up to two percent of the outstanding shares of capital stock of any corporation which is or becomes competitive with the Company or is or becomes otherwise prejudicial to or in conflict with the interests of the Company if such shares are available to the general public on a national securities exchange or in the over-the-counter market; and (ii) the Key Person shall not use or disclose, except for the sole benefit of or with the written consent of the Company, any confidential information relating to the business, processes or products of the Company. Nothing in this Agreement, however, prohibits the Key Employee from reporting violations of law or regulation to any U.S. federal, state or local governmental or law enforcement branch, agency or entity (collectively, a “Governmental Entity”), or from cooperating with any Governmental Entity, including the EEOC, the Securities and Exchange Commission or the Department of Justice. (b) The Company shall notify in writing the Key Person of any violation by the Key Person of this Section 1617. The forfeiture shall be effective as of the date of the occurrence of any of the activities set forth in (aSection 17(a) above. If the shares of common stock of the Company Shares underlying the RSUs Performance Units have been sold, the Key Person shall promptly pay to the Company the amount of the proceeds from such sale. The Key Person hereby consents to a deduction from any amounts owed by the Company to the Key Person from time to time (including amounts owed as wages or other compensation, fringe benefits or vacation pay) to the extent of the amounts owed by the Key Person to the Company under this Section 1617. Whether or not the Company elects to make any set-off in whole or in part, the Key Person agrees to timely pay any amounts due under this Section 1617. In addition, the Company shall be entitled to injunctive relief for any violation by the Key Person of subsection this Section 17. (a)(iic) Notwithstanding any provision of this Agreement to the contrary, the Key Person shall be entitled to communicate, cooperate and file a complaint with any Governmental Entity concerning possible violations of any U.S. federal, state or local law or regulation, and to otherwise make disclosures to any Governmental Entity, in each case, that are protected under the whistleblower provisions of any such law or regulation, as long as in each case the communications and disclosures are consistent with applicable law. The Key Person shall not forfeit any Performance Units, Shares held in connection with any Performance Units or proceeds from the sale of such Shares as a result of exercising any rights under this Section 1617(c).

Non Competition and Confidentiality. (a) Notwithstanding any provision to Knewco agrees that, for a period of five years after the contrary set forth elsewhere hereinDivestiture Date, it shall not, anywhere in France, Germany, Spain, the RSUsUnited Kingdom, Belgium, The Netherlands or Italy, elsewhere in Europe or elsewhere in the shares world outside the Knewco Territory (or for such lesser area or such lesser period as may be determined by a court of common stock of the Company underlying the RSUs, or any proceeds received by the Key Person upon the sale of shares of common stock of the Company underlying the RSUs shall competent jurisdiction to be forfeited by the Key Person to the Company without any consideration therefore, if the Key Person is not in compliance, at any time during the period commencing a reasonable limitation on the date competitive activity of this Agreement and ending nine months following the termination of the Key Person’s affiliation with the Company and/or its subsidiariesKnewco), with all applicable provisions of the Plan and with the following conditionsdirectly or indirectly: (i) the Key Person shall not directly market, distribute, sell, lease, install, service or indirectly maintain any electronic article surveillance systems, including re-usable tags, disposable labels and accessory products used in such systems, closed circuit television systems and products, and other products to deter and detect shoplifting and employee theft (1collectively, "Loss Prevention Products") be employed bymanufactured, engage marketed, sold or have any interest in any business which is or becomes competitive with leased by the Company prior to the Divestiture Date, or its subsidiaries any improvements or is successors thereto (or becomes license any Contributed Intellectual Property); (ii) otherwise prejudicial engage in the business of or activities relating to manufacturing, marketing, distributing, selling, leasing, servicing or in conflict with the interests maintaining, or licensing, any Loss Prevention Products whatsoever; (iii) solicit or attempt to solicit business of any customers of the Company or its subsidiariesany Acquired Subsidiary (including prospective customers solicited by the Company or any Acquired Subsidiary) for Loss Prevention Products or related services the same or similar to those offered, sold, produced or under development by the Company or any Acquired Subsidiary as of the date hereof; (2iv) induce otherwise divert or attempt to divert from any customer Acquired Subsidiary any business whatsoever; (v) solicit or attempt to solicit for any business endeavor any employee of the Company or its subsidiaries to patronize such competitive any Acquired Subsidiary or any former employee of the Company or any Acquired Subsidiary who becomes an employee of Sensormatic by virtue of the Merger; (vi) interfere with any business relationship between the Company or any Acquired Subsidiary or Sensormatic, on the one hand, and any other person, on the other hand; or (vii) have any interest as a stockholder, partner, lender or otherwise request in, any person which is engaged in activities which, if performed by Knewco, would violate this Section 10, or advise any such customer to withdraw, curtail permit or cancel encourage any of its business with the Company employees or its subsidiaries, or (3) solicit for employment employees to engage in any person employed by the Company or its subsidiariessuch activity; provided, however, that this restriction the foregoing shall not prevent the Key Person Knewco from acquiring and holding purchasing or owing up to two percent 2% of the outstanding shares of capital stock voting securities of any corporation corporation, the securities of which is or becomes competitive are publicly traded, that may be deemed to be in competition with the Company or is or becomes otherwise prejudicial to or in conflict with the interests Sensormatic outside of the Company if such shares are available to the general public on a national securities exchange or in the over-the-counter market; and (ii) the Key Person shall not use or disclose, except for the sole benefit of or with the written consent of the Company, any confidential information relating to the business, processes or products of the Company. (b) The Company shall notify in writing the Key Person of any violation by the Key Person of this Section 16. The forfeiture shall be effective as of the date of the occurrence of any of the activities set forth in (a) above. If the shares of common stock of the Company underlying the RSUs have been sold, the Key Person shall promptly pay to the Company the amount of the proceeds from such sale. The Key Person hereby consents to a deduction from any amounts owed by the Company to the Key Person from time to time (including amounts owed as wages or other compensation, fringe benefits or vacation pay) to the extent of the amounts owed by the Key Person to the Company under this Section 16. Whether or not the Company elects to make any set-off in whole or in part, the Key Person agrees to timely pay any amounts due under this Section 16Knewco Territory. In addition, at no time (either before or after the Company term hereinabove set forth) shall Knewco, or any successor thereto, do business under the "Knogo" name or a name similar thereto outside the Knewco Territory, or utilize the Company's other trademarks or trade names outside the Knewco Territory. In the event of a "Change of Control" of Knewco, either pursuant to a Knewco Sale or following the date of this Agreement, the obligations of Knewco under this Section 10(a) shall continue with respect to Knewco's then existing trademarks, trade names and products, and products subsequently developed which utilize any of the Contributed Intellectual Property, but shall not be entitled construed to injunctive relief for any violation limit the activities of the acquiring person with respect to its names and products, or new products developed by the Key Person combined entity which do not utilize any of subsection (a)(ii) of this Section 16the Contributed Intellectual Property.

Non Competition and Confidentiality. (a) Notwithstanding any provision to the contrary set forth elsewhere herein, the RSUs, the shares of common stock of the Company Shares underlying the RSUs, or and any proceeds received by the Key Person upon the sale of shares of common stock of the Company Shares underlying the RSUs shall be forfeited by the Key Person to the Company without any consideration therefore, if the Key Person is not in compliance, at any time during the period commencing on the date of this Agreement Grant Date and ending nine months following the termination of the Key Person’s affiliation with the Company and/or its subsidiariesSeparation from Service, with all applicable provisions of the Plan and with the following conditions: (i) the Key Person shall not directly or indirectly (1) be employed by, engage or have any interest in any business which is or becomes competitive with the Company or its subsidiaries Subsidiaries or is or becomes otherwise prejudicial to or in conflict with the interests of the Company or its subsidiariesSubsidiaries, (2) induce any customer of the Company or its subsidiaries Subsidiaries to patronize such competitive business or otherwise request or advise any such customer to withdraw, curtail or cancel any of its business with the Company or its subsidiariesSubsidiaries, or (3) hire or solicit for employment any person employed by the Company or its subsidiariesSubsidiaries or hire any person who was employed by the Company or its Subsidiaries at any time within nine months of such hire; provided, however, that this restriction shall not prevent the Key Person from acquiring and holding up to two percent of the outstanding shares of capital stock of any corporation which is or becomes competitive with the Company or is or becomes otherwise prejudicial to or in conflict with the interests of the Company if such shares are available to the general public on a national securities exchange or in the over-the-counter market; and (ii) the Key Person shall not use or disclose, except for the sole benefit of or with the written consent of the Company, any confidential information relating to the business, processes or products of the Company. Nothing in this Agreement, however, prohibits the Key Employee from reporting violations of law or regulation to any U.S. federal, state or local governmental or law enforcement branch, agency or entity (collectively, a “Governmental Entity”), or from cooperating with any Governmental Entity, including the EEOC, the Securities and Exchange Commission or the Department of Justice. (b) The Company shall notify in writing the Key Person of any violation by the Key Person of this Section 1617. The forfeiture shall be effective as of the date of the occurrence of any of the activities set forth in (aSection 17(a) above. If the shares of common stock of the Company Shares underlying the RSUs have been sold, the Key Person shall promptly pay to the Company the amount of the proceeds from such sale. The Key Person hereby consents to a deduction from any amounts owed by the Company to the Key Person from time to time (including amounts owed as wages or other compensation, fringe benefits or vacation pay) to the extent of the amounts owed by the Key Person to the Company under this Section 1617. Whether or not the Company elects to make any set-off in whole or in part, the Key Person agrees to timely pay any amounts due under this Section 1617. In addition, the Company shall be entitled to injunctive relief for any violation by the Key Person of subsection this Section 17. (a)(iic) Notwithstanding any provision of this Agreement to the contrary, the Key Person shall be entitled to communicate, cooperate and file a complaint with any Governmental Entity concerning possible violations of any U.S. federal, state or local law or regulation, and to otherwise make disclosures to any Governmental Entity, in each case, that are protected under the whistleblower provisions of any such law or regulation, as long as in each case the communications and disclosures are consistent with applicable law. The Key Person shall not forfeit any RSUs, Shares held in connection with any RSUs or proceeds from the sale of such Shares as a result of exercising any rights under this Section 1617(c).

Non Competition and Confidentiality. (a) Notwithstanding any provision to the contrary set forth elsewhere herein, the RSUs, the shares of common stock of the Company underlying the RSUs, or any proceeds received by the Key Person upon the sale of shares of common stock of the Company underlying the RSUs shall be forfeited by the Key Person to the Company without any consideration therefore, if the Key Person is not in compliance, at any time during the period commencing on the date of this Agreement Grant Date and ending nine months following the termination of the Key Person’s affiliation with the Company and/or its subsidiariesSubsidiaries, with all applicable provisions of the Plan and with the following conditions: (i) the Key Person shall not directly or indirectly (1) be employed by, engage or have any interest in any business which is or becomes competitive with the Company or its subsidiaries Subsidiaries or is or becomes otherwise prejudicial to or in conflict with the interests of the Company or its subsidiariesSubsidiaries, (2) induce any customer of the Company or its subsidiaries Subsidiaries to patronize such competitive business or otherwise request or advise any such customer to withdraw, curtail or cancel any of its business with the Company or its subsidiariesSubsidiaries, or (3) hire or solicit for employment any person employed by the Company or its subsidiariesSubsidiaries; provided, however, that this restriction shall not prevent the Key Person from acquiring and holding up to two percent of the outstanding shares of capital stock of any corporation which is or becomes competitive with the Company or is or becomes otherwise prejudicial to or in conflict with the interests of the Company if such shares are available to the general public on a national securities exchange or in the over-the-counter market; and (ii) the Key Person shall not use or disclose, except for the sole benefit of or with the written consent of the Company, any confidential information relating to the business, processes or products of the Company. Nothing in this Agreement, however, prohibits Employee from reporting violations of law or regulation to any government agency, or cooperating with the EEOC, the Securities and Exchange Commission, the Department of Justice, or any other government agency. (b) The Company shall notify in writing the Key Person of any violation by the Key Person of this Section 1617. The forfeiture shall be effective as of the date of the occurrence of any of the activities set forth in (a) above. If the shares of common stock of the Company underlying the RSUs have been sold, the Key Person shall promptly pay to the Company the amount of the proceeds from such sale. The Key Person hereby consents to a deduction from any amounts owed by the Company to the Key Person from time to time (including amounts owed as wages or other compensation, fringe benefits or vacation pay) to the extent of the amounts owed by the Key Person to the Company under this Section 1617. Whether or not the Company elects to make any set-off in whole or in part, the Key Person agrees to timely pay any amounts due under this Section 1617. In addition, the Company shall be entitled to injunctive relief for any violation by the Key Person of subsection (a)(iia)(i) or (ii) of this Section 1617.

Non Competition and Confidentiality. (a) Notwithstanding any provision to the contrary set forth elsewhere herein, the RSUs, the shares of common stock In consideration of the Company underlying the RSUs, or any proceeds received by the Key Person upon the sale of shares of common stock of the Company underlying the RSUs shall be forfeited by the Key Person to the Company without any consideration therefore, if the Key Person is not in compliance, at any time during the period commencing on the date of Company’s entering into this Agreement and ending nine months following the as an inducement for it to do so, Xx. Xxxxxxx agrees that for a period of two years after termination of his employment for any reason, he will not, without the Key PersonCompany’s affiliation with the Company and/or its subsidiariesprior written consent, with all applicable provisions of the Plan and with the following conditions: directly or indirectly, (i) the Key Person shall not directly solicit for employment with himself or indirectly (1) be employed byany firm or entity with which he is associated, engage or have any interest in any business which is or becomes competitive with the Company or its subsidiaries or is or becomes otherwise prejudicial to or in conflict with the interests employee of the Company or otherwise disrupt, impair, damage or interfere with the Company’s relationship with its subsidiariesemployees; (ii) solicit for his own behalf or on behalf of any other person(s), (2) induce any customer of the Company or its subsidiaries to patronize such competitive business or otherwise request or advise any such customer to withdraw, curtail or cancel any of its business with that has purchased goods from the Company at any time in the twelve (12) months preceding his date of termination or its subsidiariesthat the Company is actively soliciting or has known plans to solicit, for the purpose of marketing or (3) solicit for employment distributing any person employed product, pricing or service competitive with any product, pricing or service then offered by the Company or its subsidiaries; providedwhich the Company has known plans to solicit, however(iii) further develop, that this restriction shall not prevent the Key Person from acquiring and holding up to two percent of the outstanding shares of capital stock on behalf of any corporation which is or becomes competitive person in competition with the Company, any product or pricing which the Company is in the process of developing on the date of termination of Xx. Xxxxxxx’x employment, or is (iv) serve, directly or becomes otherwise prejudicial to indirectly, as an agent, employee, officer, director, manager, consultant, contractor, representative or in conflict with the interests any other capacity of any Prohibited Company (as hereinafter defined) or any Affiliate thereof. At all times, Xx. Xxxxxxx (i) will keep all confidential, nonpublic and/or proprietary information (including, for example, trade secrets, financial information, customer information and business and strategic plans) of the Company if (regardless of when he became aware of such shares are available to the general public on a national securities exchange or information) in the over-the-counter market; and strict confidence and (ii) the Key Person shall not will not, directly or indirectly, use or disclosedisclose to any person in any manner any of such information, except for to the sole benefit extent directly related to and required by his performance of the duties assigned to him by the Company. Xx. Xxxxxxx will take all appropriate steps to safeguard such information and to protect it against unauthorized disclosure, misuse, loss or with theft. Upon termination of his employment, he will promptly return to the Company, without retaining any copies, all written consent or computer readable material containing any of such information, as well as all other property and records of the Company, any confidential information relating to the business, processes in his possession or products of the Companycontrol. (b) The Company shall notify in writing the Key Person of any violation by the Key Person of this Section 16. The forfeiture shall be effective as of the date of the occurrence of any of the activities set forth in (a) above. If the shares of common stock of the Company underlying the RSUs have been sold, the Key Person shall promptly pay to the Company the amount of the proceeds from such sale. The Key Person hereby consents to a deduction from any amounts owed by the Company to the Key Person from time to time (including amounts owed as wages or other compensation, fringe benefits or vacation pay) to the extent of the amounts owed by the Key Person to the Company under this Section 16. Whether or not the Company elects to make any set-off in whole or in part, the Key Person agrees to timely pay any amounts due under this Section 16. In addition, the Company shall be entitled to injunctive relief for any violation by the Key Person of subsection (a)(ii) of this Section 16.

Non Competition and Confidentiality. (a) Notwithstanding Employee agrees that, so long as he remains employed by Athersys in any provision to capacity and for a period of eighteen (18) months after the contrary set forth elsewhere herein, the RSUs, the shares of common stock of the Company underlying the RSUs, or any proceeds received by the Key Person upon the sale of shares of common stock of the Company underlying the RSUs shall be forfeited by the Key Person to the Company without any consideration therefore, if the Key Person is not in compliance, at any time during the period commencing on the effective date of this Agreement and ending nine months following the termination of the Key Person’s affiliation with the Company and/or its subsidiariessaid employment by Athersys or Employee, with all applicable provisions Employee shall not do or suffer any of the Plan and with the following conditionsfollowing: (i) Own, control or manage, or participate in the Key Person shall not directly ownership, control or indirectly (1) management of, render consulting services to, or be employed byby any corporation, engage partnership or have other entity that is engaged in the business of researching, developing, marketing or selling any technology relating to the field of gene therapy, including, without limitation, synthetic microchromosomal technologies, gene activation technologies, centromere technologies or any other type of technology, which is substantially similar to that researched, developed, marketed or sold or contemplated to be researched, developed, marketed or sold by Athersys prior to the Termination Effective Date in any geographic areas in the United States or any countries outside the United States where Athersys has researched, developed, marketed or sold such technologies prior to the Termination Effective Date. For the purposes of this subsection (i), the term “ownership” shall be defined as holding five percent (5%) or more ownership interest or voting control interest in any business which is or becomes competitive with the Company or its subsidiaries or is or becomes otherwise prejudicial to or entity in conflict with the interests of the Company or its subsidiaries, (2) induce any customer of the Company or its subsidiaries to patronize such competitive business or otherwise request or advise any such customer to withdraw, curtail or cancel any of its business with the Company or its subsidiaries, or (3) solicit for employment any person employed by the Company or its subsidiaries; provided, however, that this restriction shall not prevent the Key Person from acquiring and holding up to two percent of the outstanding shares of capital stock of any corporation which is or becomes competitive with the Company or is or becomes otherwise prejudicial to or in conflict with the interests of the Company if such shares are available to the general public on a national securities exchange or in the over-the-counter market; andissue; (ii) the Key Person shall not use Knowingly attempt to employ or discloseemploy, except for the sole benefit of attempt to assist in employing or assist in employing, or otherwise interfere with the written consent employment of, any employee or officer of Athersys; or (iii) Solicit, divert or attempt to divert any customer, sponsor, investor, research collaborator or other business relations of Athersys from associating, collaborating or otherwise doing business with Athersys. Notwithstanding the foregoing, the provisions of this Section 1(a) shall terminate on the date that Employee ceases to receive the termination compensation from Athersys pursuant to Section 8(c) of the Company, any confidential information relating to the business, processes or products of the CompanyEmployment Agreement. (b) The Company shall notify in writing the Key Person of any violation by the Key Person of this Section 16. The forfeiture shall be effective as of Employee agrees that from and after the date of this Agreement, Employee shall not disclose, divulge, discuss, copy or otherwise use or suffer to be used any item of confidential information of Athersys, including, without limitation, technologies, product development procedures, new products, customer lists, client lists, sales methods, pricing or cost data, software or software documentation, methods, product research or engineering data, documents, instruments, drawings, or designs (“Confidential Information”). The term “Confidential Information” shall include, by way of example not limitation, any information which, in the occurrence of any good faith opinion of the activities set forth Board of Directors, constitutes “trade secrets” of Athersys, as such term is defined in (a) above. If the shares of common stock of the Company underlying the RSUs have been sold, the Key Person shall promptly pay to the Company the amount of the proceeds from such sale. The Key Person hereby consents to a deduction from any amounts owed by the Company to the Key Person from time to time (including amounts owed as wages or other compensation, fringe benefits or vacation pay) to the extent of the amounts owed by the Key Person to the Company under this Ohio Revised Code Section 16. Whether or not the Company elects to make any set-off in whole or in part, the Key Person agrees to timely pay any amounts due under this Section 16. In addition, the Company shall be entitled to injunctive relief for any violation by the Key Person of subsection (a)(ii) of this Section 161333.51.

Non Competition and Confidentiality. (a) Notwithstanding any provision to the contrary set forth elsewhere herein, the RSUs, the shares of common stock In consideration of the Company underlying the RSUs, or any proceeds received by the Key Person upon the sale of shares of common stock of the Company underlying the RSUs shall be forfeited by the Key Person to the Company without any consideration therefore, if the Key Person is not in compliance, at any time during the period commencing on the date of Companies entering into this Agreement and ending nine months following the as an inducement for them to do so, Executive agrees that for a period of two years after termination of his employment for any reason, he will not, without the Key Person’s affiliation with the Company and/or its subsidiariesCompanies’ prior written consent, with all applicable provisions of the Plan and with the following conditions: directly or indirectly, (i) the Key Person shall not directly participate or indirectly (1) be employed by, engage or have any interest interested in any business (aa) which is engaged in Ohio, Indiana, Kentucky, Michigan and/or Pennsylvania in providing (as a public utility or becomes competitive otherwise) electric power or services on a retail and/or wholesale basis or in providing energy marketing, aggregation and/or procurement services, or (bb) which is engaged in any other business being conducted or proposed to be conducted by the Companies; (ii) solicit for employment with himself or any firm or entity with which he is associated, any employee of the Companies or otherwise disrupt, impair, damage or interfere with the Company Companies’ relationship with their employees; (iii) solicit for his own behalf or its subsidiaries or is or becomes otherwise prejudicial to or in conflict with the interests on behalf of the Company or its subsidiariesany other person(s), (2) induce any customer of the Company Companies that has purchased products or its subsidiaries services from the Companies at any time in the twelve (12) months preceding his Date of Termination or that the Companies are actively soliciting or have known plans to patronize such solicit, for the purpose of marketing or distributing any product, pricing or service competitive business with any product, pricing or otherwise request service then offered by the companies or advise any such customer which the Companies have known plans to withdraw, curtail or cancel any of its business with the Company or its subsidiaries, offer; or (3iv) solicit engage or be affiliated with any person(s), in the development or marketing, including but not limited to the establishment of product or service prices, of any product or service which will compete with any product or service the Companies are then developing or marketing in any geographic market where the Companies are doing or preparing to do business. At all times, Executive (i) will keep all confidential, nonpublic and/or proprietary information (including, for employment any person employed by the Company or its subsidiaries; providedexample, howevertrade secrets, that this restriction shall not prevent the Key Person from acquiring financial information, customer information and holding up to two percent business and strategic plans) of the outstanding shares Companies (regardless of capital stock when he became aware of any corporation which is or becomes competitive with the Company or is or becomes otherwise prejudicial to or such information) in conflict with the interests of the Company if such shares are available to the general public on a national securities exchange or in the over-the-counter market; and strict confidence and (ii) the Key Person shall not will not, directly or indirectly, use or disclosedisclose to any person in any manner any of such information, except for the sole benefit of or with the written consent of the Company, any confidential information relating to the business, processes or products of the Company. (b) The Company shall notify in writing the Key Person of any violation by the Key Person of this Section 16. The forfeiture shall be effective as of the date of the occurrence of any of the activities set forth in (a) above. If the shares of common stock of the Company underlying the RSUs have been sold, the Key Person shall promptly pay to the Company the amount of the proceeds from such sale. The Key Person hereby consents to a deduction from any amounts owed by the Company to the Key Person from time to time (including amounts owed as wages or other compensation, fringe benefits or vacation pay) to the extent directly related to and required by his performance of the amounts owed duties assigned to him by the Key Person Companies. Executive will take all appropriate steps to safeguard such information and to protect it against unauthorized disclosure, misuse, loss or theft. Upon termination of his employment, he will promptly return to the Company under this Section 16. Whether Companies, without retaining any copies, all written or not computer readable material containing any of such information, as well as all other property and records of the Company elects to make any set-off Companies, in whole his possession or in part, the Key Person agrees to timely pay any amounts due under this Section 16. In addition, the Company shall be entitled to injunctive relief for any violation by the Key Person of subsection (a)(ii) of this Section 16control.

Non Competition and Confidentiality. (a) Notwithstanding any provision to the contrary set forth elsewhere herein, the RSUs, the shares of common stock In consideration of the Company underlying the RSUs, or any proceeds received by the Key Person upon the sale of shares of common stock of the Company underlying the RSUs shall be forfeited by the Key Person to the Company without any consideration therefore, if the Key Person is not in compliance, at any time during the period commencing on the date of Companies’ entering into this Agreement and ending nine months following as an inducement for them to do so, and in consideration of the Companies’ agreement to pay Executive the amount set forth under Section 10(b) hereof, in the event and only in the event that he receives the payment under Section 10(b) hereof, Executive agrees as follows: for a period of two years after termination of his employment for any reason, he will not, without the Key Person’s affiliation with the Company and/or its subsidiariesCompanies’ prior written consent, with all applicable provisions of the Plan and with the following conditions: directly or indirectly, (i) the Key Person shall not directly participate or indirectly (1) be employed by, engage or have any interest interested in any business (aa) which is engaged in Ohio, Indiana, Kentucky, Michigan and/or Pennsylvania in providing (as a public utility or becomes competitive otherwise) electric power or services on a retail and/or wholesale basis or in providing energy marketing, aggregation and/or procurement services, or (bb) which is engaged in any other business being conducted or proposed to be conducted by the Companies; (ii) solicit for employment with himself or any firm or entity with which he is associated, any employee of the Companies or otherwise disrupt, impair, damage or interfere with the Company Companies’ relationship with their employees; (iii) solicit for his own behalf or its subsidiaries or is or becomes otherwise prejudicial to or in conflict with the interests on behalf of the Company or its subsidiariesany other person(s), (2) induce any customer of the Company Companies that has purchased products or its subsidiaries services from the Companies at any time in the twelve (12) months preceding his Date of Termination or that the Companies are actively soliciting or have known plans to patronize such solicit, for the purpose of marketing or distributing any product, pricing or service competitive business with any product, pricing or otherwise request service then offered by the companies or advise any such customer which the Companies have known plans to withdraw, curtail or cancel any of its business with the Company or its subsidiaries, offer; or (3iv) solicit for employment engage or be affiliated with any person employed by person(s), in the Company development or its subsidiaries; providedmarketing, howeverincluding but not limited to the establishment of product or service prices, that this restriction shall not prevent the Key Person from acquiring and holding up to two percent of the outstanding shares of capital stock of any corporation product or service which is will compete with any product or becomes competitive with service the Company Companies are then developing or is marketing in any geographic market where the Companies are doing or becomes otherwise prejudicial preparing to or in conflict with the interests of the Company if such shares are available to the general public on a national securities exchange or in the over-the-counter market; and (ii) the Key Person shall not use or disclose, except for the sole benefit of or with the written consent of the Company, any confidential information relating to the do business, processes or products of the Company. (b) The Company shall notify in writing the Key Person of any violation by the Key Person of this Section 16. The forfeiture shall be effective as At all times, Executive (i) will keep all confidential, nonpublic and/or proprietary information (including, for example, trade secrets, financial information, customer information and business and strategic plans) of the date Companies (regardless of the occurrence when he became aware of such information) in strict confidence and (ii) will not, directly or indirectly, use or disclose to any person in any manner any of the activities set forth in (a) above. If the shares of common stock of the Company underlying the RSUs have been soldsuch information, the Key Person shall promptly pay to the Company the amount of the proceeds from such sale. The Key Person hereby consents to a deduction from any amounts owed by the Company to the Key Person from time to time (including amounts owed as wages or other compensation, fringe benefits or vacation pay) except to the extent directly related to and required by his performance of the amounts owed duties assigned to him by the Key Person Companies. Executive will take all appropriate steps to safeguard such information and to protect it against unauthorized disclosure, misuse, loss or theft. Upon termination of his employment, he will promptly return to the Company under this Section 16. Whether Companies, without retaining any copies, all written or not computer readable material containing any of such information, as well as all other property and records of the Company elects to make any set-off Companies, in whole his possession or in part, the Key Person agrees to timely pay any amounts due under this Section 16. In addition, the Company shall be entitled to injunctive relief for any violation by the Key Person of subsection (a)(ii) of this Section 16control.

Non Competition and Confidentiality. (a) Notwithstanding In consideration of the premises contained herein and the consideration to be received hereunder, and in consideration of, and as an inducement to the Purchaser to consummate the transactions contemplated by this Agreement, from the Closing Date until three (3) years after the Closing Date (the “Non-Compete Period”), the Parent and Sellers shall not, and they shall not permit their Affiliates to, whether as an agent, consultant, advisor, representative, shareholder, member, manager, partner or joint venturer, directly or indirectly, own, manage, control, participate in, consult with, render services for, or in any manner engage in or represent any business anywhere in the world that is competitive with the Business or any product of the Business as such Business is conducted as of the Closing Date. The Parent and Sellers specifically agree that this covenant is an integral part of the inducement of the Purchaser to enter into this Agreement, and absent this covenant Purchaser would not enter into this Agreement and that Purchaser shall be entitled to injunctive relief in addition to all other legal and equitable rights and remedies available to it in connection with any breach by such Person or its applicable Affiliates of any provision of this Section 7.10 and that, notwithstanding the foregoing, no right, power, or remedy conferred upon or reserved or exercised by the Purchaser in this Section 7.10 is intended to be exclusive of any other right, power or remedy, each and every one of which (now or hereafter existing at law, in equity, by statute or otherwise) shall be cumulative and concurrent. (b) Nothing herein shall prohibit the Parent or the Sellers from being a passive owner of not more than 2% of the outstanding stock of any class of a corporation which is publicly traded, other than Morlex, so long as the Parent or the Sellers have no active participation in the business of such corporation. (c) During the Non-Compete Period, the Parent and Sellers shall not and shall not permit their Affiliates to, directly or indirectly through another Person: (i) induce or attempt to induce any employee of Morlex, the Purchaser or any of their Affiliates to leave the employ of Morlex, the Purchaser or any such Affiliate or in any way interfere with the relationship between Morlex, the Purchaser or any such Affiliate, on the one hand, and any employee thereof, on the other hand; (ii) hire any person who was an employee of Morlex, the Purchaser or any of their Affiliates until one (1) year after such individual’s employment relationship with Morlex, the Purchaser or such Affiliate has ended; or (iii) induce or attempt to induce any customer, supplier, distributor, vendor, licensee or other business relation of the Business to cease doing business with Morlex, the Purchaser or their Affiliate, or in any way interfere with the relationship between any such customer, supplier, distributor, vendor, licensee or business relation, on the one hand, and Morlex, the Purchaser or such Affiliate, on the other hand. (d) The Parent and Sellers acknowledge and agree that they have received and will receive sufficient consideration and other benefits as provided hereunder to clearly justify the restrictions contained in this Section 7.10. The Parent and Sellers have carefully considered the nature and extent of the restrictions placed upon them by this Agreement, and hereby acknowledge and agree that the same are reasonable in time, scope and territory, do not confer a benefit upon the Purchaser or any of its Affiliates disproportionate to the contrary set forth elsewhere hereindetriment of the Parent or any Seller, are reasonable and necessary for the protection of the Purchaser and its Affiliates and are an essential inducement to the Purchaser to consummate the transactions contemplated by this Agreement. (e) If, at the time of enforcement of this Section 7.10, a court or arbitrator holds that the restrictions stated herein are unreasonable under the circumstances then existing, the RSUsParties agree that the maximum period, scope or geographical area reasonable under such circumstances shall be substituted for the shares of common stock stated period, scope or area determined to be reasonable under the circumstances by such court or arbitrator, as applicable. (f) The Parent and Sellers covenant and agree that they will not seek to challenge the enforceability of the Company underlying covenants contained in this Section 7.10, nor will they assert as a defense to any action seeking enforcement of the RSUs, or any proceeds provisions contained in this Section 7.10 (including an action seeking injunctive relief) that such provisions are not enforceable due to lack of sufficient consideration received by the Key Person upon Parent or Sellers. The Parties hereto agree and acknowledge that money damages would not be an inadequate remedy for any breach of this Section 7.10. Therefore, in the sale event of shares a breach or threatened breach by the Parent or any Seller of common stock this Section 7.10, the Purchaser or its successors or assigns may, in addition to other rights and remedies existing in their favor, apply to any court of competent jurisdiction for specific performance and/or injunctive or other relief in order to enforce, or prevent any violations of, the provisions of this Section 7.10 (without posting a bond or other security). (g) Both before and after the Closing, the Parties shall not use or disclose to any Person, nor shall they permit their Affiliates to use or disclose to any Person, except as required by applicable Law or Order (and in such situation, after giving the Purchaser prior written notice of the Company underlying the RSUs shall be forfeited by the Key Person to the Company without proposed disclosure), any consideration therefore, if the Key Person is not in compliance, at any time during the period commencing on the date of this Agreement and ending nine months following the termination confidential or proprietary information of the Key Person’s affiliation with the Company and/or its subsidiariesother Party, with all applicable provisions for any reason or purpose whatsoever, and shall not make use of any of the Plan and with confidential or proprietary information for their own purposes or for the following conditions: (i) benefit of any Person except the Key Person shall not directly applicable Party or indirectly (1) be employed by, engage or have any interest in any business which is or becomes competitive with the Company or its subsidiaries or is or becomes otherwise prejudicial to or in conflict with the interests of the Company or its subsidiaries, (2) induce any customer of the Company or its subsidiaries to patronize such competitive business or otherwise request or advise any such customer to withdraw, curtail or cancel any of its business with the Company or its subsidiaries, or (3) solicit for employment any person employed by the Company or its subsidiariesAffiliates; provided, however, that this restriction the foregoing shall not prevent the Key Person from acquiring and holding up to two percent of the outstanding shares of capital stock of any corporation which is or becomes competitive with the Company or is or becomes otherwise prejudicial to or in conflict with the interests of the Company if such shares are available apply to the general public on a national securities exchange Purchaser or in the over-the-counter market; and (ii) the Key Person shall not use or disclose, except for the sole benefit of or Morlex with the written consent of the Company, any confidential information relating respect to the business, processes or products of Business following the CompanyClosing. (b) The Company shall notify in writing the Key Person of any violation by the Key Person of this Section 16. The forfeiture shall be effective as of the date of the occurrence of any of the activities set forth in (a) above. If the shares of common stock of the Company underlying the RSUs have been sold, the Key Person shall promptly pay to the Company the amount of the proceeds from such sale. The Key Person hereby consents to a deduction from any amounts owed by the Company to the Key Person from time to time (including amounts owed as wages or other compensation, fringe benefits or vacation pay) to the extent of the amounts owed by the Key Person to the Company under this Section 16. Whether or not the Company elects to make any set-off in whole or in part, the Key Person agrees to timely pay any amounts due under this Section 16. In addition, the Company shall be entitled to injunctive relief for any violation by the Key Person of subsection (a)(ii) of this Section 16.

Non Competition and Confidentiality. (a) Notwithstanding any provision to the contrary set forth elsewhere herein, the RSUs, the shares of common stock of the Company Shares underlying the RSUs, or and any proceeds received by the Key Person upon the sale of shares of common stock of the Company Shares underlying the RSUs shall be forfeited by the Key Person to the Company without any consideration therefore, if the Key Person is not in compliance, at any time during the period commencing on the date of this Agreement Grant Date and ending nine months following the termination of the Key Person’s affiliation with the Company and/or its subsidiariesSeparation from Service, with all applicable provisions of the Plan and with the following conditions: (ia) the Key Person shall not directly or indirectly (1) be employed by, engage or have any interest in any business which is or becomes competitive with the Company or its subsidiaries Subsidiaries or is or becomes otherwise prejudicial to or in conflict with the interests of the Company or its subsidiariesSubsidiaries, (2) induce any customer of the Company or its subsidiaries Subsidiaries to patronize such competitive business or otherwise request or advise any such customer to withdraw, curtail or cancel any of its business with the Company or its subsidiariesSubsidiaries, or (3) hire or solicit for employment any person employed by the Company or its subsidiariesSubsidiaries or hire any person who was employed by the Company or its Subsidiaries at any time within nine months of such hire; provided, however, that this restriction shall not prevent the Key Person from acquiring and holding up to two percent of the outstanding shares of capital stock of any corporation which is or becomes competitive with the Company or is or becomes otherwise prejudicial to or in conflict with the interests of the Company if such shares are available to the general public on a national securities exchange or in the over-the-counter market; and (iib) the Key Person shall not use or disclose, except for the sole benefit of or with the written consent of the Company, any confidential information relating to the business, processes or products of the Company. Nothing in this Agreement, however, prohibits the Key Employee from reporting violations of law or regulation to any U.S. federal, state or local governmental or law enforcement branch, agency or entity (collectively, a “Governmental Entity”), or from cooperating with any Governmental Entity, including the EEOC, the Securities and Exchange Commission or the Department of Justice. (b) The Company shall notify in writing the Key Person of any violation by the Key Person of this Section 16. The forfeiture shall be effective as of the date of the occurrence of any of the activities set forth in (aSection 16(a) above. If the shares of common stock of the Company Shares underlying the RSUs have been sold, the Key Person shall promptly pay to the Company the amount of the proceeds from such sale. The Key Person hereby consents to a deduction from any amounts owed by the Company to the Key Person from time to time (including amounts owed as wages or other compensation, fringe benefits or vacation pay) to the extent of the amounts owed by the Key Person to the Company under this Section 16. Whether or not the Company elects to make any set-off in whole or in part, the Key Person agrees to timely pay any amounts due under this Section 16. In addition, the Company shall be entitled to injunctive relief for any violation by the Key Person of subsection (a)(ii) of this Section 16. (c) Notwithstanding any provision of this Agreement to the contrary, the Key Person shall be entitled to communicate, cooperate and file a complaint with any Governmental Entity concerning possible violations of any U.S. federal, state or local law or regulation, and to otherwise make disclosures to any Governmental Entity, in each case, that are protected under the whistleblower provisions of any such law or regulation, as long as in each case the communications and disclosures are consistent with applicable law. The Key Person shall not forfeit any RSUs, Shares held in connection with any RSUs or proceeds from the sale of such Shares as a result of exercising any rights under this Section 16(c). (d) The obligations of this Section 16 shall survive the Key Person’s Separation from Service.

Non Competition and Confidentiality. (a) For a period of five years from the Closing, CBS shall not, and shall cause each of the other Sellers and its other Affiliates not to, directly or indirectly, engage in any business that is in competition with the Business. Notwithstanding any provision anything to the contrary set forth elsewhere hereincontained in this Section 5.19, Purchaser hereby agrees that the foregoing covenant shall not be deemed breached as a result of (i) the ownership by CBS or any Affiliate of CBS of less than an aggregate of 5% of any class of capital stock of a person engaged, directly or indirectly, in a business that is in competition with the Business or less than 10% in value of any instrument of indebtedness of a person engaged, directly or indirectly, in a business that is in competition with the Business, (ii) the retention and conduct by CBS of the Process Control Business, the RSUsPower Generation Business and any other business in which it is currently engaged, the shares of common stock of the Company underlying the RSUs, (iii) any action taken by CBS or any proceeds received of its Affiliates pursuant to this Agreement or a Seller Ancillary Document, (iv) any action taken by CBS or any of its Affiliates or by any third party at the Key Person upon direction of CBS in connection with discharging its obligations under any guarantees (including guarantees of performance under contracts or agreements), assumption of obligations, letters of credit or other similar arrangements, including surety and performance bonds, in effect at the sale Closing Date or (v) the acquisition by CBS or any Affiliate of shares CBS of common stock any person (A) which derives less than $10,000,000 in revenues from businesses in competition with the Business or (B) the predominant business of the Company underlying the RSUs shall be forfeited by the Key Person to the Company without any consideration therefore, if the Key Person which is not in compliancecompetition with the Business if after such acquisition CBS or its Affiliates uses reasonable best efforts to divest the business of such Person that is in competition with the Business within 270 days after the acquisition of such business. (b) For a period of ten years after the Closing, at any time during the period commencing on the date of this Agreement CBS agrees to, and ending nine months following the termination to cause each of the Key Person’s affiliation other Sellers and its other Affiliates to, maintain the confidentiality of all confidential information with respect to the Company and/or Business and the Acquired Assets, or learned by CBS or any Seller directly or indirectly from Purchaser, including information with respect to (A) prospective business activities, (B) sales figures, (C) profit or loss, gross margin or similar information, and (D) customers, clients, suppliers, sources of supply and customer lists (the "Confidential Information"), and shall not disclose any ------------------------ Confidential Information, except (i) in the event CBS or any of its subsidiariesAffiliates is required to disclose any of such information pursuant to applicable Law or by applicable legal process, (ii) to the extent such information becomes generally available to the public other than as a result of a disclosure by CBS or its Affiliates, (iii) to the extent such information was available to CBS or its Affiliates on a non-confidential basis prior to its disclosure to CBS or its Affiliates, or (iv) to the extent such information becomes available to CBS or its Subsidiaries on a non-confidential basis from a source other than CBS or its Affiliates, provided that such source is not prohibited from disclosing such information by a contractual, legal or fiduciary obligation. In the event CBS or any of its Subsidiaries is required to disclose any of such information pursuant to applicable Law or by applicable legal process, CBS or its respective Subsidiary shall, to the extent practicable under the circumstances, inform Purchaser sufficiently in advance of such disclosure to afford Purchaser the opportunity to resist disclosure and shall use its reasonable commercial efforts to cooperate with all applicable Purchaser in efforts to minimize the amount of information to be disclosed and to seek to prevent its disclosure to third parties. (c) For a period of five years after the Closing, neither CBS nor Purchaser shall, directly or indirectly, knowingly solicit or encourage to leave the employment of CBS or Purchaser, any employee of Purchaser or the WELCO divisions of CBS, as the case may be. (d) If CBS or any other Seller breaches, or threatens to commit a breach of, any of the provisions of Section 5.19(a), (b) or (c) (the Plan and with "Restrictive Covenants"), Purchaser shall have the following conditionsrights and remedies ---------------------- (upon compliance with any necessary prerequisites imposed by law upon the availability of such remedies) , each of which rights and remedies shall be independent of the other and severally enforceable and shall not be affected by the provisions of Article VIII, and all of which rights and remedies shall be in addition to, and not in lieu of, any other rights and remedies available to Purchaser under Law or in equity: (i) The right to have the Key Person shall Restrictive Covenants specifically enforced (without posting any bond) by any court having equity jurisdiction, including the right to an entry against CBS of restraining orders and injunctions (preliminary, mandatory, temporary and permanent) against violations, threatened or actual, and whether or not directly or indirectly (1) be employed bythen continuing, engage or have any interest in any business which is or becomes competitive with the Company or its subsidiaries or is or becomes otherwise prejudicial to or in conflict with the interests of the Company or its subsidiariessuch covenants, (2) induce any customer of the Company or its subsidiaries to patronize such competitive business or otherwise request or advise it being acknowledged and agreed that any such customer breach or threatened breach may cause irreparable injury to withdraw, curtail or cancel any of its business with the Company or its subsidiaries, or (3) solicit for employment any person employed by the Company or its subsidiaries; provided, however, Purchaser and that this restriction shall money damages may not prevent the Key Person from acquiring and holding up provide adequate remedy to two percent of the outstanding shares of capital stock of any corporation which is or becomes competitive with the Company or is or becomes otherwise prejudicial to or in conflict with the interests of the Company if such shares are available to the general public on a national securities exchange or in the over-the-counter market; andPurchaser. (ii) the Key Person shall not use The right and remedy to require CBS to account for and pay over to Purchaser all compensation, profits, monies, accruals, increments or disclose, except for the sole benefit of other benefits derived or with the written consent of the Company, any confidential information relating to the business, processes or products of the Company. (b) The Company shall notify in writing the Key Person received by such person as a result of any violation by the Key Person of this Section 16. The forfeiture shall be effective as of the date of the occurrence transactions constituting a breach of any of the activities set forth in Restrictive Covenants, and such person shall account for and pay over such benefits to Purchaser. (ae) above. If the shares of common stock any court determines that any of the Company underlying the RSUs have been soldRestrictive Covenants, or any part thereof, is invalid or unenforceable, the Key Person remainder of the Restrictive Covenants shall promptly pay not thereby be affected and shall be given full effect, without regard to the Company invalid portions. (f) Notwithstanding the amount foregoing, nothing contained in the Agreement shall impair, impede, prevent, inhibit, limit or restrict CBS or any of its Affiliates (or any successor or assign of any of them) in any manner or respect whatsoever from (i) the continuing operation of (x) the Power Generation Business, or (y) the Process Control Business, provided the scope of each of such businesses is primarily related to the goods and services which it has typically provided under (x) and (y) or (ii) selling or otherwise transferring the Power Generation Business or the Process Control Business or any portion thereof to any Person, whether or not such Person or any of its Affiliates is engaged in a business competitive with the Business. (g) If any court determines that any of the proceeds from such sale. The Key Person hereby consents to a deduction from Restrictive Covenants, or any amounts owed by the Company to the Key Person from time to time (including amounts owed as wages or other compensationpart thereof, fringe benefits or vacation pay) to the extent is unenforceable because of the amounts owed by duration of such provision or the Key Person area covered thereby, such court shall have the power to reduce the Company under this Section 16. Whether duration or not the Company elects to make any set-off area of such provisions and, in whole or in partits reduced form, the Key Person agrees to timely pay any amounts due under this Section 16. In addition, the Company such provision shall then be enforceable and shall be entitled to injunctive relief for any violation by the Key Person of subsection (a)(ii) of this Section 16enforced.

Non Competition and Confidentiality. (a) Notwithstanding any provision to the contrary set forth elsewhere herein, the RSUs, the shares of common stock of the Company Shares underlying the RSUs, or and any proceeds received by the Key Person upon the sale of shares of common stock of the Company Shares underlying the RSUs shall be forfeited by the Key Person to the Company without any consideration therefore, if the Key Person is not in compliance, at any time during the period commencing on the date of this Agreement Grant Date and ending nine months following the termination of the Key Person’s affiliation with the Company and/or its subsidiariesSeparation from Service, with all applicable provisions of the Plan and with the following conditions: (i) the Key Person shall not directly or indirectly (1) be employed by, engage or have any interest in any business which is or becomes competitive with the Company or its subsidiaries Subsidiaries or is or becomes otherwise prejudicial to or in conflict with the interests of the Company or its subsidiariesSubsidiaries, (2) induce any customer of the Company or its subsidiaries Subsidiaries to patronize such competitive business or otherwise request or advise any such customer to withdraw, curtail or cancel any of its business with the Company or its subsidiariesSubsidiaries, or (3) hire or solicit for employment any person employed by the Company or its subsidiariesSubsidiaries or hire any person who was employed by the Company or its Subsidiaries at any time within nine months of such hire; provided, however, that this restriction shall not prevent the Key Person from acquiring and holding up to two percent of the outstanding shares of capital stock of any corporation which is or becomes competitive with the Company or is or becomes otherwise prejudicial to or in conflict with the interests of the Company if such shares are available to the general public on a national securities exchange or in the over-the-counter market; and (ii) the Key Person shall not use or disclose, except for the sole benefit of or with the written consent of the Company, any confidential information relating to the business, processes or products of the Company. Nothing in this Agreement, however, prohibits the Key Employee from reporting violations of law or regulation to any U.S. federal, state or local governmental or law enforcement branch, agency or entity (collectively, a “Governmental Entity”), or from cooperating with any Governmental Entity, including the EEOC, the Securities and Exchange Commission or the Department of Justice. (b) The Company shall notify in writing the Key Person of any violation by the Key Person of this Section 16. The forfeiture shall be effective as of the date of the occurrence of any of the activities set forth in (aSection 16(a) above. If the shares of common stock of the Company Shares underlying the RSUs have been sold, the Key Person shall promptly pay to the Company the amount of the proceeds from such sale. The Key Person hereby consents to a deduction from any amounts owed by the Company to the Key Person from time to time (including amounts owed as wages or other compensation, fringe benefits or vacation pay) to the extent of the amounts owed by the Key Person to the Company under this Section 16. Whether or not the Company elects to make any set-off in whole or in part, the Key Person agrees to timely pay any amounts due under this Section 16. In addition, the Company shall be entitled to injunctive relief for any violation by the Key Person of subsection (a)(ii) of this Section 16. (c) Notwithstanding any provision of this Agreement to the contrary, the Key Person shall be entitled to communicate, cooperate and file a complaint with any Governmental Entity concerning possible violations of any U.S. federal, state or local law or regulation, and to otherwise make disclosures to any Governmental Entity, in each case, that are protected under the whistleblower provisions of any such law or regulation, as long as in each case the communications and disclosures are consistent with applicable law. The Key Person shall not forfeit any RSUs, Shares held in connection with any RSUs or proceeds from the sale of such Shares as a result of exercising any rights under this Section 16(c). (d) The obligations of this Section 16 shall survive the Key Person’s Separation from Service.

Non Competition and Confidentiality. In consideration for the payments and benefits to be provided to Executive under this Agreement, Executive agrees to comply with the following requirements: (a) Notwithstanding Agreement Not to Compete. Executive agrees that, on or before the first anniversary of the date Executive's employment under this Agreement terminates under Section 3.1, he will not, unless he receives the prior written approval of the Chairman of the Board of the Parent, directly or indirectly engage in any provision to of the contrary set forth elsewhere hereinfollowing actions: (1) Own an interest in (except as provided below), the RSUsmanage, the shares of common stock operate, join, control, lend money or render financial or other assistance to, or participate in or be connected with, as an officer, director, employee, partner, stockholder, consultant or otherwise, any entity that is a competitor of the Company underlying if the RSUsamount of competition is significant, i.e., the competition is in a line of business or any proceeds received by the Key Person upon the sale of shares of common stock products that constitute more than five percent of the Company underlying the RSUs shall be forfeited by the Key Person to gross revenues of both the Company without any consideration thereforeand its consolidated subsidiaries and the competitor. However, if the Key Person is not nothing in compliance, at any time during the period commencing on the date of this Agreement and ending nine months following the termination of the Key Person’s affiliation with the Company and/or its subsidiaries, with all applicable provisions of the Plan and with the following conditions: subsection (a) shall preclude Executive from (i) the Key Person shall not directly or indirectly (1) be employed by, engage or have any interest in any business which is or becomes competitive with the Company or its subsidiaries or is or becomes otherwise prejudicial to or in conflict with the interests of the Company or its subsidiaries, (2) induce any customer of the Company or its subsidiaries to patronize such competitive business or otherwise request or advise any such customer to withdraw, curtail or cancel any of its business with the Company or its subsidiaries, or (3) solicit for employment any person employed by the Company or its subsidiaries; provided, however, that this restriction shall not prevent the Key Person from acquiring and holding up to two less than one percent of the outstanding shares of capital stock of any corporation which is or becomes competitive required to file periodic reports with the Company Securities and Exchange Commission under Section 13 or is or becomes otherwise prejudicial to or in conflict with the interests 15(d) of the Company if such shares Securities Exchange Act of 1934, as amended, the securities of which are available to listed on any securities exchange, quoted on the general public on a national securities exchange National Association of Securities Dealers Automated Quotation System or traded in the over-the-counter market; and market or (ii) continuing to engage in any activities or investments that the Key Person shall Executive participated in prior to his termination of employment if such activities or investments did not use violate Company policy. (2) Intentionally solicit, endeavor to entice away from the Parent or disclose, except for the sole benefit of or with the written consent of the Company, or any confidential information relating to of their subsidiaries, or otherwise interfere with the business, processes or products relationship of the Parent or the Company. , or any of their subsidiaries with, any person who is employed by or otherwise engaged to perform services for the Parent or the Company, or any of their subsidiaries (b) The Company shall notify in writing including, but not limited to, any independent sales representatives or organizations), or any persons or entity who is, or was within the Key Person then most recent 12-month period, a customer or client of the Parent or the Company, or any of their subsidiaries, whether for Executive's own account or for the account of any violation by the Key Person of this Section 16. The forfeiture shall be effective as of the date of the occurrence of any of the activities set forth in (a) aboveother individual, partnership, firm corporation or other business organization. If the shares of common stock scope of the Company underlying the RSUs have been soldrestrictions in this subsection are determined by a court of competent jurisdiction to be too broad to permit enforcement of such restrictions to their full extent, the Key Person then such restrictions shall promptly pay be construed or rewritten (blue-lined) so as to be enforceable to the Company the amount of the proceeds from such sale. The Key Person maximum extent permitted by law, and Executive hereby consents to a deduction from any amounts owed by the Company to the Key Person from time to time (including amounts owed as wages or other compensationconsents, fringe benefits or vacation pay) to the extent he may lawfully do so, to the judicial modification of the amounts owed by the Key Person scope of such restrictions in any proceeding brought to the Company under this Section 16. Whether or not the Company elects to make any set-off in whole or in part, the Key Person agrees to timely pay any amounts due under this Section 16. In addition, the Company shall be entitled to injunctive relief for any violation by the Key Person of subsection (a)(ii) of this Section 16enforce them.

Non Competition and Confidentiality. (a) For a period of five years from the Closing, CBS shall not, and shall cause each of the other Sellers and its other Affiliates not to, directly or indirectly, engage in any business that is in competition with the Business. Notwithstanding any provision anything to the contrary set forth elsewhere hereincontained in this Section 5.19, Purchaser hereby agrees that the foregoing covenant shall not be deemed breached as a result of (i) the ownership by CBS or any Affiliate of CBS of less than an aggregate of 5% of any class of capital stock of a person engaged, directly or indirectly, in a business that is in competition with the Business or less than 10% in value of any instrument of indebtedness of a person engaged, directly or indirectly, in a business that is in competition with the Business, (ii) the retention and conduct by CBS of the Process Control Business, the RSUsPower Generation Business and any other business in which it is currently engaged, the shares of common stock of the Company underlying the RSUs, (iii) any action taken by CBS or any proceeds received of its Affiliates pursuant to this Agreement or a Seller Ancillary Document, (iv) any action taken by CBS or any of its Affiliates or by any third party at the Key Person upon direction of CBS in connection with discharging its obligations under any guarantees (including guarantees of performance under contracts or agreements), assumption of obligations, letters of credit or other similar arrangements, including surety and performance bonds, in effect at the sale Closing Date or (v) the acquisition by CBS or any Affiliate of shares CBS of common stock any person (A) which derives less than $10,000,000 in revenues from businesses in competition with the Business or (B) the predominant business of the Company underlying the RSUs shall be forfeited by the Key Person to the Company without any consideration therefore, if the Key Person which is not in compliancecompetition with the Business if after such acquisition CBS or its Affiliates uses reasonable best efforts to divest the business of such Person that is in competition with the Business within 270 days after the acquisition of such business. (b) For a period of ten years after the Closing, at any time during the period commencing on the date of this Agreement CBS agrees to, and ending nine months following the termination to cause each of the Key Person’s affiliation other Sellers and its other Affiliates to, maintain the confidentiality of all confidential information with respect to the Company and/or Business and the Acquired Assets, or learned by CBS or any Seller directly or indirectly from Purchaser, including information with respect to (A) prospective business activities, (B) sales figures, (C) profit or loss, gross margin or similar information, and (D) customers, clients, suppliers, sources of supply and customer lists (the "Confidential Information"), and shall ------------------------ not disclose any Confidential Information, except (i) in the event CBS or any of its subsidiariesAffiliates is required to disclose any of such information pursuant to applicable Law or by applicable legal process, (ii) to the extent such information becomes generally available to the public other than as a result of a disclosure by CBS or its Affiliates, (iii) to the extent such information was available to CBS or its Affiliates on a non-confidential basis prior to its disclosure to CBS or its Affiliates, or (iv) to the extent such information becomes available to CBS or its Subsidiaries on a non-confidential basis from a source other than CBS or its Affiliates, provided that such source is not prohibited from disclosing such information by a contractual, legal or fiduciary obligation. In the event CBS or any of its Subsidiaries is required to disclose any of such information pursuant to applicable Law or by applicable legal process, CBS or its respective Subsidiary shall, to the extent practicable under the circumstances, inform Purchaser sufficiently in advance of such disclosure to afford Purchaser the opportunity to resist disclosure and shall use its reasonable commercial efforts to cooperate with all applicable Purchaser in efforts to minimize the amount of information to be disclosed and to seek to prevent its disclosure to third parties. (c) For a period of five years after the Closing, neither CBS nor Purchaser shall, directly or indirectly, knowingly solicit or encourage to leave the employment of CBS or Purchaser, any employee of Purchaser or the WELCO divisions of CBS, as the case may be. (d) If CBS or any other Seller breaches, or threatens to commit a breach of, any of the provisions of Section 5.19(a), (b) or (c) (the Plan and with "Restrictive Covenants"), Purchaser shall have the following conditionsrights and remedies --------------------- (upon compliance with any necessary prerequisites imposed by law upon the availability of such remedies), each of which rights and remedies shall be independent of the other and severally enforceable and shall not be affected by the provisions of Article VIII, and all of which rights and remedies shall be in addition to, and not in lieu of, any other rights and remedies available to Purchaser under Law or in equity: (i) The right to have the Key Person shall Restrictive Covenants specifically enforced (without posting any bond) by any court having equity jurisdiction, including the right to an entry against CBS of restraining orders and injunctions (preliminary, mandatory, temporary and permanent) against violations, threatened or actual, and whether or not directly or indirectly (1) be employed bythen continuing, engage or have any interest in any business which is or becomes competitive with the Company or its subsidiaries or is or becomes otherwise prejudicial to or in conflict with the interests of the Company or its subsidiariessuch covenants, (2) induce any customer of the Company or its subsidiaries to patronize such competitive business or otherwise request or advise it being acknowledged and agreed that any such customer breach or threatened breach may cause irreparable injury to withdraw, curtail or cancel any of its business with the Company or its subsidiaries, or (3) solicit for employment any person employed by the Company or its subsidiaries; provided, however, Purchaser and that this restriction shall money damages may not prevent the Key Person from acquiring and holding up provide adequate remedy to two percent of the outstanding shares of capital stock of any corporation which is or becomes competitive with the Company or is or becomes otherwise prejudicial to or in conflict with the interests of the Company if such shares are available to the general public on a national securities exchange or in the over-the-counter market; andPurchaser. (ii) the Key Person shall not use The right and remedy to require CBS to account for and pay over to Purchaser all compensation, profits, monies, accruals, increments or disclose, except for the sole benefit of other benefits derived or with the written consent of the Company, any confidential information relating to the business, processes or products of the Company. (b) The Company shall notify in writing the Key Person received by such person as a result of any violation by the Key Person of this Section 16. The forfeiture shall be effective as of the date of the occurrence transactions constituting a breach of any of the activities set forth in Restrictive Covenants, and such person shall account for and pay over such benefits to Purchaser. (ae) above. If the shares of common stock any court determines that any of the Company underlying the RSUs have been soldRestrictive Covenants, or any part thereof, is invalid or unenforceable, the Key Person remainder of the Restrictive Covenants shall promptly pay not thereby be affected and shall be given full effect, without regard to the Company invalid portions. (f) Notwithstanding the amount foregoing, nothing contained in the Agreement shall impair, impede, prevent, inhibit, limit or restrict CBS or any of its Affiliates (or any successor or assign of any of them) in any manner or respect whatsoever from (i) the continuing operation of (x) the Power Generation Business, or (y) the Process Control Business, provided the scope of each of such businesses is primarily related to the goods and services which it has typically provided under (x) and (y) or (ii) selling or otherwise transferring the Power Generation Business or the Process Control Business or any portion thereof to any Person, whether or not such Person or any of its Affiliates is engaged in a business competitive with the Business. (g) If any court determines that any of the proceeds from such sale. The Key Person hereby consents to a deduction from Restrictive Covenants, or any amounts owed by the Company to the Key Person from time to time (including amounts owed as wages or other compensationpart thereof, fringe benefits or vacation pay) to the extent is unenforceable because of the amounts owed by duration of such provision or the Key Person area covered thereby, such court shall have the power to reduce the Company under this Section 16. Whether duration or not the Company elects to make any set-off area of such provisions and, in whole or in partits reduced form, the Key Person agrees to timely pay any amounts due under this Section 16. In addition, the Company such provision shall then be enforceable and shall be entitled to injunctive relief for any violation by the Key Person of subsection (a)(ii) of this Section 16enforced.

Non Competition and Confidentiality. (a) Notwithstanding In consideration of the premises contained herein and the consideration to be received hereunder, and in consideration of, and as an inducement to the Purchaser to consummate the transactions contemplated by this Agreement, from the Closing Date until three (3) years after the Closing Date (the “Non-Compete Period”), the Parent and Sellers shall not, and they shall not permit their Affiliates to, whether as an agent, consultant, advisor, representative, shareholder, member, manager, partner or joint venturer, directly or indirectly, own, manage, control, participate in, consult with, render services for, or in any manner engage in or represent any business anywhere in the world that is competitive with the Business or any product of the Business as such Business is conducted as of the Closing Date. The Parent and Sellers specifically agree that this covenant is an integral part of the inducement of the Purchaser to enter into this Agreement, and absent this covenant Purchaser would not enter into this Agreement and that Purchaser shall be entitled to injunctive relief in addition to all other legal and equitable rights and remedies available to it in connection with any breach by such Person or its applicable Affiliates of any provision of this Section 7.10 and that, notwithstanding the foregoing, no right, power, or remedy conferred upon or reserved or exercised by the Purchaser in this Section 7.10 is intended to be exclusive of any other right, power or remedy, each and every one of which (now or hereafter existing at law, in equity, by statute or otherwise) shall be cumulative and concurrent. (b) Nothing herein shall prohibit the Parent or the Sellers from being a passive owner of not more than 2% of the outstanding stock of any class of a corporation which is publicly traded, other than Superfly Parent, so long as the Parent or the Sellers have no active participation in the business of such corporation. (c) During the Non-Compete Period, the Parent and Sellers shall not and shall not permit their Affiliates to, directly or indirectly through another Person: (i) induce or attempt to induce any employee of Superfly Parent, the Purchaser or any of their Affiliates to leave the employ of Superfly Parent, the Purchaser or any such Affiliate or in any way interfere with the relationship between Superfly Parent, the Purchaser or any such Affiliate, on the one hand, and any employee thereof, on the other hand; (ii) hire any person who was an employee of Superfly Parent, the Purchaser or any of their Affiliates until one (1) year after such individual’s employment relationship with Superfly Parent, the Purchaser or such Affiliate has ended; or (iii) induce or attempt to induce any customer, supplier, distributor, vendor, licensee or other business relation of the Business to cease doing business with Superfly Parent, the Purchaser or their Affiliate, or in any way interfere with the relationship between any such customer, supplier, distributor, vendor, licensee or business relation, on the one hand, and Superfly Parent, the Purchaser or such Affiliate, on the other hand. (d) The Parent and Sellers acknowledge and agree that they have received and will receive sufficient consideration and other benefits as provided hereunder to clearly justify the restrictions contained in this Section 7.10. The Parent and Sellers have carefully considered the nature and extent of the restrictions placed upon them by this Agreement, and hereby acknowledge and agree that the same are reasonable in time, scope and territory, do not confer a benefit upon the Purchaser or any of its Affiliates disproportionate to the contrary set forth elsewhere hereindetriment of the Parent or any Seller, are reasonable and necessary for the protection of the Purchaser and its Affiliates and are an essential inducement to the Purchaser to consummate the transactions contemplated by this Agreement. (e) If, at the time of enforcement of this Section 7.10, a court or arbitrator holds that the restrictions stated herein are unreasonable under the circumstances then existing, the RSUsParties agree that the maximum period, scope or geographical area reasonable under such circumstances shall be substituted for the shares of common stock stated period, scope or area determined to be reasonable under the circumstances by such court or arbitrator, as applicable. (f) The Parent and Sellers covenant and agree that they will not seek to challenge the enforceability of the Company underlying covenants contained in this Section 7.10, nor will they assert as a defense to any action seeking enforcement of the RSUs, or any proceeds provisions contained in this Section 7.10 (including an action seeking injunctive relief) that such provisions are not enforceable due to lack of sufficient consideration received by the Key Person upon Parent or Sellers. The Parties hereto agree and acknowledge that money damages would not be an inadequate remedy for any breach of this Section 7.10. Therefore, in the sale event of shares a breach or threatened breach by the Parent or any Seller of common stock this Section 7.10, the Purchaser or its successors or assigns may, in addition to other rights and remedies existing in their favor, apply to any court of competent jurisdiction for specific performance and/or injunctive or other relief in order to enforce, or prevent any violations of, the provisions of this Section 7.10 (without posting a bond or other security). (g) Both before and after the Closing, the Parties shall not use or disclose to any Person, nor shall they permit their Affiliates to use or disclose to any Person, except as required by applicable Law or Order (and in such situation, after giving the Purchaser prior written notice of the Company underlying the RSUs shall be forfeited by the Key Person to the Company without proposed disclosure), any consideration therefore, if the Key Person is not in compliance, at any time during the period commencing on the date of this Agreement and ending nine months following the termination confidential or proprietary information of the Key Person’s affiliation with the Company and/or its subsidiariesother Party, with all applicable provisions for any reason or purpose whatsoever, and shall not make use of any of the Plan and with confidential or proprietary information for their own purposes or for the following conditions: (i) benefit of any Person except the Key Person shall not directly applicable Party or indirectly (1) be employed by, engage or have any interest in any business which is or becomes competitive with the Company or its subsidiaries or is or becomes otherwise prejudicial to or in conflict with the interests of the Company or its subsidiaries, (2) induce any customer of the Company or its subsidiaries to patronize such competitive business or otherwise request or advise any such customer to withdraw, curtail or cancel any of its business with the Company or its subsidiaries, or (3) solicit for employment any person employed by the Company or its subsidiariesAffiliates; provided, however, that this restriction the foregoing shall not prevent the Key Person from acquiring and holding up to two percent of the outstanding shares of capital stock of any corporation which is or becomes competitive with the Company or is or becomes otherwise prejudicial to or in conflict with the interests of the Company if such shares are available apply to the general public on a national securities exchange Purchaser or in the over-the-counter market; and (ii) the Key Person shall not use or disclose, except for the sole benefit of or Superfly Parent with the written consent of the Company, any confidential information relating respect to the business, processes or products of Business following the CompanyClosing. (b) The Company shall notify in writing the Key Person of any violation by the Key Person of this Section 16. The forfeiture shall be effective as of the date of the occurrence of any of the activities set forth in (a) above. If the shares of common stock of the Company underlying the RSUs have been sold, the Key Person shall promptly pay to the Company the amount of the proceeds from such sale. The Key Person hereby consents to a deduction from any amounts owed by the Company to the Key Person from time to time (including amounts owed as wages or other compensation, fringe benefits or vacation pay) to the extent of the amounts owed by the Key Person to the Company under this Section 16. Whether or not the Company elects to make any set-off in whole or in part, the Key Person agrees to timely pay any amounts due under this Section 16. In addition, the Company shall be entitled to injunctive relief for any violation by the Key Person of subsection (a)(ii) of this Section 16.

Non Competition and Confidentiality. (a) Notwithstanding any provision to the contrary set forth elsewhere herein, the RSUs, the shares of common stock of the Company underlying the RSUs, or any proceeds received by the Key Person upon the sale of shares of common stock of the Company underlying the RSUs shall be forfeited by the Key Person to the Company without any consideration therefore, if the Key Person is not in compliance, at any time during the period commencing on the date of this Agreement and ending nine months following the termination of the Key Person’s affiliation with the Company and/or its subsidiaries, with all applicable provisions of the Plan and with the following conditions: (i) i. the Key Person shall not directly or indirectly (1) be employed by, engage or have any interest in any business which is or becomes competitive with the Company or its subsidiaries or is or becomes otherwise prejudicial to or in conflict with the interests of the Company or its subsidiaries, (2) induce any customer of the Company or its subsidiaries to patronize such competitive business or otherwise request or advise any such customer to withdraw, curtail or cancel any of its business with the Company or its subsidiaries, or (3) solicit for employment any person employed by the Company or its subsidiaries; provided, however, that this restriction shall not prevent the Key Person from acquiring and holding up to two percent of the outstanding shares of capital stock of any corporation which is or becomes competitive with the Company or is or becomes otherwise prejudicial to or in conflict with the interests of the Company if such shares are available to the general public on a national securities exchange or in the over-the-counter market; and (ii) . the Key Person shall not use or disclose, except for the sole benefit of or with the written consent of the Company, any confidential information relating to the business, processes or products of the Company. (b) The Company shall notify in writing the Key Person of any violation by the Key Person of this Section 16. The forfeiture shall be effective as of the date of the occurrence of any of the activities set forth in (a) above. If the shares of common stock of the Company underlying the RSUs have been sold, the Key Person shall promptly pay to the Company the amount of the proceeds from such sale. The Key Person hereby consents to a deduction from any amounts owed by the Company to the Key Person from time to time (including amounts owed as wages or other compensation, fringe benefits or vacation pay) to the extent of the amounts owed by the Key Person to the Company under this Section 16. Whether or not the Company elects to make any set-off in whole or in part, the Key Person agrees to timely pay any amounts due under this Section 16. In addition, the Company shall be entitled to injunctive relief for any violation by the Key Person of subsection (a)(ii) of this Section 16.

Non Competition and Confidentiality. (a) Notwithstanding Employee agrees that, so long as he remains employed by Athersys in any provision to capacity, and for a period of six (6) months after the contrary set forth elsewhere herein, the RSUs, the shares of common stock of the Company underlying the RSUs, or any proceeds received by the Key Person upon the sale of shares of common stock of the Company underlying the RSUs shall be forfeited by the Key Person to the Company without any consideration therefore, if the Key Person is not in compliance, at any time during the period commencing on the effective date of this Agreement and ending nine months following the termination of the Key Person’s affiliation with the Company and/or its subsidiariessaid employment by Athersys or Employee, with all applicable provisions Employee shall not do or suffer any of the Plan and with the following conditionsfollowing: (i) Own, control or manage, or participate in the Key Person shall not directly ownership, control or indirectly (1) management of, render consulting services to, or be employed byby any corporation, engage partnership or have other entity that is engaged in the business of researching, developing, marketing or selling any technology relating to the field of cell therapy, tissue engineering, or gene therapy, including, without limitation, adult or embryonic stem cell technologies, synthetic microchromosomal technologies, gene activation technologies, or any other type of technology, which is substantially similar to that researched, developed, marketed or sold or contemplated to be researched, developed, marketed or sold by Athersys prior to the Employee’s effective date of termination in any geographic areas in the United States or any countries outside the United States where Athersys has researched, developed, marketed or sold such technologies prior to the Employee’s effective date of termination. For the purposes of this subsection (i), the term “ownership” shall be defined as holding five percent (5%) or more ownership interest or voting control interest in any business which is or becomes competitive with the Company or its subsidiaries or is or becomes otherwise prejudicial to or entity in conflict with the interests of the Company or its subsidiaries, (2) induce any customer of the Company or its subsidiaries to patronize such competitive business or otherwise request or advise any such customer to withdraw, curtail or cancel any of its business with the Company or its subsidiaries, or (3) solicit for employment any person employed by the Company or its subsidiaries; provided, however, that this restriction shall not prevent the Key Person from acquiring and holding up to two percent of the outstanding shares of capital stock of any corporation which is or becomes competitive with the Company or is or becomes otherwise prejudicial to or in conflict with the interests of the Company if such shares are available to the general public on a national securities exchange or in the over-the-counter market; andissue; (ii) the Key Person shall not use Knowingly attempt to employ or discloseemploy, except for the sole benefit of attempt to assist in employing or assist in employing, or otherwise interfere with the written consent employment of, any employee or officer of Athersys; or (iii) Solicit, divert or attempt to divert any customer, sponsor, investor, research collaborator or other business relations of Athersys from associating, collaborating or otherwise doing business with Athersys. Notwithstanding the foregoing, the provisions of this Section 1(a) shall terminate on the date that Employee ceases to receive the termination compensation from Athersys pursuant to Section 5(c) of the Company, any confidential information relating to the business, processes or products of the CompanyEmployment Agreement. (b) The Company shall notify in writing the Key Person of any violation by the Key Person of this Section 16. The forfeiture shall be effective as of Employee agrees that from and after the date of this Agreement, Employee shall not disclose, divulge, discuss, copy or otherwise use or suffer to be used any item of confidential information of Athersys, including, without limitation, technologies, product development procedures, new products, customer lists, client lists, sales methods, pricing or cost data, software or software documentation, methods, product research or engineering data, documents, instruments, drawings, or designs (“Confidential Information”). The term “Confidential Information” shall include, by way of example not limitation, any information, which, in the occurrence of any good faith opinion of the activities set forth Board of Directors, constitutes “trade secrets” of Athersys, as such term is defined in (a) above. If the shares of common stock of the Company underlying the RSUs have been sold, the Key Person shall promptly pay to the Company the amount of the proceeds from such sale. The Key Person hereby consents to a deduction from any amounts owed by the Company to the Key Person from time to time (including amounts owed as wages or other compensation, fringe benefits or vacation pay) to the extent of the amounts owed by the Key Person to the Company under this Ohio Revised Code Section 16. Whether or not the Company elects to make any set-off in whole or in part, the Key Person agrees to timely pay any amounts due under this Section 16. In addition, the Company shall be entitled to injunctive relief for any violation by the Key Person of subsection (a)(ii) of this Section 161333.51.