Common use of Non Competition and Confidentiality Clause in Contracts

Non Competition and Confidentiality. (a) Employee agrees that he shall not compete with Employer as hereinafter provided for a period (the "Noncompete Period") equal to: (i) if the Employment Period is terminated pursuant to Section 3(c) or (d) hereof, one year beginning as of the first day following such termination, or (ii) if the Employment Period is terminated pursuant to Section 3(b), (e) or (f) hereof, the longer of (A) two years beginning as of the first day following such termination of the Employment Period and (B) a period commencing on such date and ending on the third anniversary of the Effective Time. (b) Employee's agreement not to compete with Employer during the Noncompete Period shall be limited to prohibiting Employee from owning a greater than 5% equity interest in, serving as a director, officer, employee or partner of, or being a consultant to or co-venturer with any business enterprise or activity that competes in North America with any line of business conducted by Employer or any of its subsidiaries at the termination of the Employment Period and accounting for more than 5% of Employer's gross revenues for its fiscal year ending immediately prior to the year in which the Employment Period ends. During the Noncompete Period, Employee agrees that he will not hire or attempt to hire any person employed by Employer or any of its subsidiaries during the 24 month period prior to the termination of the Employment Period, assist such a hiring by any other person or entity, encourage any such employee to terminate his relationship with Employer (or any such subsidiary) or solicit or encourage any customer or vendor of Employer to terminate its relationship with Employer. (c) Employee shall hold in a fiduciary capacity for the benefit of Employer all secret or confidential information, knowledge or data relating to Employer or any of its subsidiaries, and their respective businesses, which shall have been obtained by Employee during Employee's employment by Employer and which shall not be or become public knowledge (other than by acts by Employee or representatives of Employee in violation of this Agreement). After termination of Employee's employment with Employer, Employee shall not, without the prior written consent of Employer or as may otherwise be required by law or legal process, communicate or divulge any such information, knowledge or data to anyone other than Employer and those designated by it.

Non Competition and Confidentiality. (ai) Employee The Executive agrees that he shall not compete with Employer engage in Competition during the Non-Competition Period, subject to the Company’s option to waive all or any portion of the Non-Competition Period, as hereinafter more specifically provided for a period (in the "Noncompete Period") equal to: (i) if the Employment Period is terminated pursuant to Section 3(c) or (d) hereof, one year beginning as of the first day following such termination, orparagraph. (ii) As additional consideration for the covenant not to compete during the Non-Competition Period described above, the Company shall pay the Executive, on a monthly basis, the sum of 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 Employment Period is terminated two (2) 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 has the option, for any reason, to elect to waive all or any portion of the two (2) year period of Non-Competition commencing on the Termination Date, by giving the Executive written notice of such election not later than thirty (30) days following the Termination Date. In that event, the Company shall not be obligated to pay the Executive under this paragraph for any months as to which the covenant not to compete has been waived. The Company may discontinue payments being made pursuant to this paragraph at any time during the Non-Competition Period that (i) Executive is engaged in full-time employment that, in the Company’s opinion, does not violate the provisions of Section 3(b), (e) or (f9(a)(i) hereof, or (ii) Executive violates the longer provisions of (ASection 9(a)(i) two years beginning as of the first day following such termination of the Employment Period and (B) a period commencing on such date and ending on the third anniversary of the Effective Timehereof. (b) Employee's agreement not to compete with Employer The Executive acknowledges that, during the Noncompete Period course of his employment with the Company, due to the nature of the position he occupies he will have access to confidential information of the Company concerning its executives and employees, including, but not limited to, their background, experience, education, training, capabilities, and potential. He agrees, therefore, that if his employment is terminated at any time prior to a Change in Control (a) by the Company for any reason or (b) by the Executive for any reason, he shall be limited to prohibiting Employee from owning not, for a greater than 5% equity interest intwo-year period beginning on the Termination Date, serving as a directorintentionally recruit, officer, solicit or induce any employee or partner ofemployees of the Control Group to terminate their employment with, or being a consultant to or co-venturer with any business enterprise or activity that competes in North America with any line of business conducted by Employer or any of its subsidiaries at otherwise cease their relationship with, the termination former employing members of the Employment Period and accounting for more than 5% of Employer's gross revenues for its fiscal year ending immediately prior to the year in which the Employment Period ends. During the Noncompete Period, Employee agrees that he will not hire or attempt to hire any person employed by Employer or any of its subsidiaries during the 24 month period prior to the termination of the Employment Period, assist such a hiring by any other person or entity, encourage any Control Group where such employee to or employees do in fact so terminate his relationship with Employer (or any such subsidiary) or solicit or encourage any customer or vendor of Employer to terminate its relationship with Employertheir employment. (c) Employee shall hold in a fiduciary capacity for the benefit of Employer all secret or confidential information, knowledge or data relating to Employer or any of its subsidiaries, and their respective businesses, which shall have been obtained by Employee during Employee's employment by Employer and which The Executive shall not be or become public knowledge (other than by acts by Employee or representatives of Employee in violation at any time during the term of this Agreement). After termination of Employee's employment with Employer, Employee shall notor thereafter, communicate or disclose to any unauthorized person, or use for the Executive’s own account, without the prior written consent of Employer the Chief Executive Officer of the Company, nonpublic information of any kind concerning the Company or as 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 Termination Date, return all Confidential Information in his possession, in whatever form, to the Company. It is understood, however, that the obligations set forth in this paragraph shall not apply to the 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 other than by the Executive’s wrongful act or omission. (d) The Executive agrees that any breach by him of the terms of Section 9 would result in irreparable injury and damage to the Company for which the 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 provisions of Section 9, the Company shall be entitled to 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, in addition to any other remedies to which the Company may otherwise be required by entitled at law or legal processin equity. The terms of this paragraph shall not prevent the Company from pursuing any other available remedies for any breach or threatened breach hereof, communicate 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 any court of competent jurisdiction to be unenforceable because it extends for too long a period of time or divulge over too great a range of activities or in too broad a geographic area, it shall be interpreted to extend over the maximum period of time, range of activities or geographic area as to which it may be enforceable. (e) The provisions of Section 9 shall survive any such informationtermination of this Agreement and the existence of any claim or cause of action by the Executive against the Control Group, knowledge whether predicated on this Agreement or data otherwise, shall not constitute a defense to anyone other than Employer the enforcement by the Company of the covenants and those designated by itagreements of Section 9.

Non Competition and Confidentiality. (a) Employee agrees that he shall not compete with Employer as hereinafter provided for a period (the "Noncompete Period") equal to: (i) if the Employment Period is terminated pursuant to Section 3(c) or (d) hereof, one year beginning as of the first day following such termination, or (ii) if the Employment Period is terminated pursuant to Section 3(b), (e) or (f) hereof, the longer of (A) two years beginning as of the first day following such termination of the Employment Period and (B) a period commencing on such date and ending on the third anniversary of the Effective Time. (b) Employee's agreement not to compete with Employer during the Noncompete Period shall be limited to prohibiting Employee from owning a greater than 5% equity interest in, serving as a director, officer, employee or partner of, or being a consultant to or co-venturer with any business enterprise or activity that competes in North America with any line of business conducted by Employer or any of its subsidiaries at the termination of the Employment Period and accounting for more than 5% of Employer's gross revenues for its fiscal year ending immediately prior to the year in which the Employment Period ends. During the Noncompete Period, Employee agrees that he will not hire or attempt to hire any person employed by Employer or any of its subsidiaries during the 24 month period prior to the termination of the Employment Period, assist such a hiring by any other person or entity, encourage any such employee to terminate his relationship with Employer (or any such subsidiary) or solicit or encourage any customer or vendor of Employer to terminate its relationship with Employer. (c) Employee shall hold in a fiduciary capacity for the benefit of Employer all secret or confidential information, knowledge or data relating to Employer or any of its subsidiaries, and their respective businesses, which shall have been obtained by Employee during Employee's employment by Employer or any of its predecessors and which shall not be or become public knowledge (other than by acts by Employee or representatives of Employee in violation of this Agreement). After termination of Employee's employment with Employer, Employee shall not, without the prior written consent of Employer or as may otherwise be required by law or legal process, communicate or divulge any such information, knowledge or data to anyone other than Employer and those designated by it. (d) It is agreed that Employer, in addition to any other remedies available to it, shall be entitled to preliminary and permanent injunctive relief against any breach or threatened breach by Employee of any of the covenants in this Section 6. Employee and Employer further agree that, in the event that any provision of this Section 6 shall be determined by any court of competent jurisdiction to be unenforceable by reason of its being extended over too great a time, too large a geographic area or too great a range of activities, such provision shall be deemed to be modified to permit its enforcement to the maximum extent permitted by law.

Non Competition and Confidentiality. (a) Employee agrees that he shall not compete with Employer as hereinafter provided for a period (the "“Noncompete Period"”) equal to: (i) if the Employment Period is terminated pursuant to Section 3(c) or (d) hereof, one year beginning as of the first day following such termination, or (ii) if the Employment Period is terminated pursuant to Section 3(b), (e) or (f) hereof, the longer of (A) two years beginning as of the first day following such termination of the Employment Period and (B) a period commencing on such date and ending on the third anniversary of the Effective Time. (b) Employee's ’s agreement not to compete with Employer during the Noncompete Period shall be limited to prohibiting Employee from owning a greater than 5% equity interest in, serving as a director, officer, employee or partner of, or being a consultant to or co-venturer with any business enterprise or activity that competes in North America with any line of business conducted by Employer or any of its subsidiaries at the termination of the Employment Period and accounting for more than 5% of Employer's ’s gross revenues for its fiscal year ending immediately prior to the year in which the Employment Period ends. During the Noncompete Period, Employee agrees that he will not hire or attempt to hire any person employed by Employer or any of its subsidiaries during the 24 month period prior to the termination of the Employment Period, assist such a hiring by any other person or entity, encourage any such employee to terminate his relationship with Employer (or any such subsidiary) or solicit or encourage any customer or vendor of Employer to terminate its relationship with Employer. (c) Employee shall hold in a fiduciary capacity for the benefit of Employer all secret or confidential information, knowledge or data relating to Employer or any of its subsidiaries, and their respective businesses, which shall have been obtained by Employee during Employee's ’s employment by Employer or any of its predecessors and which shall not be or become public knowledge (other than by acts by Employee or representatives of Employee in violation of this Agreement). After termination of Employee's ’s employment with Employer, Employee shall not, without the prior written consent of Employer or as may otherwise be required by law or legal process, communicate or divulge any such information, knowledge or data to anyone other than Employer and those designated by it. (d) It is agreed that Employer, in addition to any other remedies available to it, shall be entitled to preliminary and permanent injunctive relief against any breach or threatened breach by Employee of any of the covenants in this Section 6. Employee and Employer further agree that, in the event that any provision of this Section 6 shall be determined by any court of competent jurisdiction to be unenforceable by reason of its being extended over too great a time, too large a geographic area or too great a range of activities, such provision shall be deemed to be modified to permit its enforcement to the maximum extent permitted by law.

Non Competition and Confidentiality. (a) Employee In consideration of the Purchase Price and Purchaser's covenants set forth in this Agreement the Seller agrees that he shall not compete with Employer as hereinafter provided that, for a the period beginning on the Closing Date and ending five (5) years thereafter (the "Noncompete Covenant Period") equal to), it will not: (i) if directly or indirectly, for its own account or as an agent, trustee, consultant or member, partner, shareholder or other equity holder of any corporation, firm, company, partnership or other entity (other than as an owner of 1% or less of any class of publicly traded securities), or otherwise, anywhere in the Employment Period world, design, manufacture, sell, distribute or market or attempt to sell, distribute or market any product or service that is terminated pursuant to Section 3(c) competitive, directly or indirectly, with the Business (d) hereofthe "Restricted Activity"), one year beginning as or call on or solicit business from any current customer of the first day following such termination, orBusiness or any customer who has purchased products or services from the Business within 12 months prior to the date of this Agreement for any Restricted Activity. (ii) employ or solicit the employment of any person who was employed by Seller (or by any of Seller's Affiliates if in connection with the Employment Period is terminated pursuant Business) on the date of this Agreement or within six (6) months prior to Section 3(bsuch date. In the event of a breach by Seller or its Affiliates of any covenant set forth in Subsections 6.8(a)(i) or 6.8(a)(ii), (e) or (f) hereof, the longer term of (A) two years beginning as such covenant will be extended by the period of the first day following duration of such termination of the Employment Period and (B) a period commencing on such date and ending on the third anniversary of the Effective Timebreach. (b) Employee's agreement Seller has had access to and has gained knowledge with respect to the Business, including trade secrets, financial results and information, processes and techniques, cost data, methods of doing business and information concerning customers and suppliers and other valuable and confidential information relating to the Business (the "Confidential Information"). Seller acknowledges that unauthorized disclosure or misuse of the Confidential Information, whether before or after Closing, will cause irreparable damage to Purchaser subsequent to the Closing. Seller agrees that covenants by it not to compete with Employer during the Noncompete Period shall be limited to prohibiting Employee from owning a greater than 5% equity interest in, serving as a director, officer, employee or partner of, or being a consultant to or co-venturer with any business enterprise or activity that competes in North America with any line of business conducted by Employer or any of its subsidiaries at the termination make unauthorized disclosures of the Employment Period and accounting for more than 5% of Employer's gross revenues for its fiscal year ending immediately prior Confidential Information are essential to the year in which growth and stability of the Employment Period endsBusiness. During the Noncompete PeriodAccordingly, Employee Seller agrees that he it will not hire use or attempt to hire disclose any person employed by Employer or any Confidential Information of its subsidiaries during the 24 month period prior Business, other than information generally available to the termination of the Employment Period, assist such a hiring by any other person or entity, encourage any such employee to terminate his relationship with Employer (or any such subsidiary) or solicit or encourage any customer or vendor of Employer to terminate its relationship with Employer. (c) Employee shall hold in a fiduciary capacity for the benefit of Employer all secret or confidential information, knowledge or data relating to Employer or any of its subsidiaries, and their respective businesses, which shall have been obtained by Employee during Employee's employment by Employer and which shall not be or become public knowledge (through sources other than by acts by Employee or representatives of Employee in violation of this Agreement). After termination of Employee's employment with Employer, Employee shall not, without the prior written consent of Employer or as may otherwise be required by law or legal process, communicate or divulge any such information, knowledge or data to anyone other than Employer Seller and those designated by itits Members.

Non Competition and Confidentiality. (ai) Employee The Executive agrees that he shall not compete with Employer engage in Competition during the Non-Competition Period, subject to the Company's option to waive all or any portion of the Non-Competition Period, as hereinafter more specifically provided for a period (in the "Noncompete Period") equal to: (i) if the Employment Period is terminated pursuant to Section 3(c) or (d) hereof, one year beginning as of the first day following such termination, orparagraph. (ii) As additional consideration for the covenant not to compete during the Non-Competition Period described above, the Company shall pay the Executive, on a monthly basis, the sum of 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 Employment Period is terminated 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 12. The Company has the option, for any reason, to elect to waive all or any portion of the one (1) year period of Non-Competition commencing on the Termination Date, by giving the Executive written notice of such election not later than thirty (30) days following the Termination Date. In that event, the Company shall not be obligated to pay the Executive under this paragraph for any months as to which the covenant not to compete has been waived. The Company may discontinue payments being made pursuant to this paragraph at any time during the Non-Competition Period that (i) Executive is engaged in full-time employment that, in the Company's opinion, does not violate the provisions of Section 3(b), (e) or (f9(a)(i) hereof, or (ii) Executive violates the longer provisions of (ASection 9(a)(i) two years beginning as of the first day following such termination of the Employment Period and (B) a period commencing on such date and ending on the third anniversary of the Effective Timehereof. (b) Employee's agreement not to compete with Employer The Executive acknowledges that, during the Noncompete Period course of his employment with the Company, due to the nature of the position he occupies he will have access to confidential information of the Company concerning its executives and employees, including, but not limited to, their background, experience, education, training, capabilities, and potential. He agrees, therefore, that if his employment is terminated at any time prior to a Change in Control (a) by the Company for any reason or (b) by the Executive for any reason, he shall be limited to prohibiting Employee from owning not, for a greater than 5% equity interest inone-year period beginning on the Termination Date, serving as a directorintentionally recruit, officer, solicit or induce any employee or partner ofemployees of the Control Group to terminate their employment with, or being a consultant to or co-venturer with any business enterprise or activity that competes in North America with any line of business conducted by Employer or any of its subsidiaries at otherwise cease their relationship with, the termination former employing members of the Employment Period and accounting for more than 5% of Employer's gross revenues for its fiscal year ending immediately prior to the year in which the Employment Period ends. During the Noncompete Period, Employee agrees that he will not hire or attempt to hire any person employed by Employer or any of its subsidiaries during the 24 month period prior to the termination of the Employment Period, assist such a hiring by any other person or entity, encourage any Control Group where such employee to or employees do in fact so terminate his relationship with Employer (or any such subsidiary) or solicit or encourage any customer or vendor of Employer to terminate its relationship with Employertheir employment. (c) Employee shall hold in a fiduciary capacity for the benefit of Employer all secret or confidential information, knowledge or data relating to Employer or any of its subsidiaries, and their respective businesses, which shall have been obtained by Employee during Employee's employment by Employer and which The Executive shall not be or become public knowledge (other than by acts by Employee or representatives of Employee in violation at any time during the term of this Agreement). After termination of Employee, or thereafter, communicate or disclose to any unauthorized person, or use for the Executive's employment with Employer, Employee shall notown account, without the prior written consent of Employer the Chief Executive Officer of the Company, nonpublic information of any kind concerning the Company or as 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 Termination Date, return all Confidential Information in his possession, in whatever form, to the Company. It is understood, however, that the obligations set forth in this paragraph shall not apply to the 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 other than by the Executive's wrongful act or omission. (d) The Executive agrees that any breach by him of the terms of Section 9 would result in irreparable injury and damage to the Company for which the 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 provisions of Section 9, the Company shall be entitled to 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, in addition to any other remedies to which the Company may otherwise be required by entitled at law or legal processin equity. The terms of this paragraph shall not prevent the Company from pursuing any other available remedies for any breach or threatened breach hereof, communicate 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 any court of competent jurisdiction to be unenforceable because it extends for too long a period of time or divulge over too great a range of activities or in too broad a geographic area, it shall be interpreted to extend over the maximum period of time, range of activities or geographic area as to which it may be enforceable. (e) The provisions of Section 9 shall survive any such informationtermination of this Agreement and the existence of any claim or cause of action by the Executive against the Control Group, knowledge whether predicated on this Agreement or data otherwise, shall not constitute a defense to anyone other than Employer the enforcement by the Company of the covenants and those designated by itagreements of Section 9.

Non Competition and Confidentiality. (ai) Employee The Executive agrees that he shall not compete with Employer engage in Competition during the Non-Competition Period, subject to the Company’s option to waive all or any portion of the Non-Competition Period, as hereinafter more specifically provided for a period (in the "Noncompete Period") equal to: (i) if the Employment Period is terminated pursuant to Section 3(c) or (d) hereof, one year beginning as of the first day following such termination, orparagraph. (ii) As additional consideration for the covenant not to compete during the Non-Competition Period described above, the Company shall pay the Executive, on a monthly basis, the sum of 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 Employment Period is terminated two (2) 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 12. The Company has the option, for any reason, to elect to waive all or any portion of the two (2) year period of Non-Competition commencing on the Termination Date, by giving the Executive written notice of such election not later than thirty (30) days following the Termination Date. In that event, the Company shall not be obligated to pay the Executive under this paragraph for any months as to which the covenant not to compete has been waived. The Company may discontinue payments being made pursuant to this paragraph at any time during the Non-Competition Period that (i) Executive is engaged in full-time employment that, in the Company’s opinion, does not violate the provisions of Section 3(b), (e) or (f9(a)(i) hereof, or (ii) Executive violates the longer provisions of (ASection 9(a)(i) two years beginning as of the first day following such termination of the Employment Period and (B) a period commencing on such date and ending on the third anniversary of the Effective Timehereof. (b) Employee's agreement not to compete with Employer The Executive acknowledges that, during the Noncompete Period course of his employment with the Company, due to the nature of the position he occupies he will have access to confidential information of the Company concerning its executives and employees, including, but not limited to, their background, experience, education, training, capabilities, and potential. He agrees, therefore, that if his employment is terminated at any time prior to a Change in Control (a) by the Company for any reason or (b) by the Executive for any reason, he shall be limited to prohibiting Employee from owning not, for a greater than 5% equity interest intwo-year period beginning on the Termination Date, serving as a directorintentionally recruit, officer, solicit or induce any employee or partner ofemployees of the Control Group to terminate their employment with, or being a consultant to or co-venturer with any business enterprise or activity that competes in North America with any line of business conducted by Employer or any of its subsidiaries at otherwise cease their relationship with, the termination former employing members of the Employment Period and accounting for more than 5% of Employer's gross revenues for its fiscal year ending immediately prior to the year in which the Employment Period ends. During the Noncompete Period, Employee agrees that he will not hire or attempt to hire any person employed by Employer or any of its subsidiaries during the 24 month period prior to the termination of the Employment Period, assist such a hiring by any other person or entity, encourage any Control Group where such employee to or employees do in fact so terminate his relationship with Employer (or any such subsidiary) or solicit or encourage any customer or vendor of Employer to terminate its relationship with Employertheir employment. (c) Employee shall hold in a fiduciary capacity for the benefit of Employer all secret or confidential information, knowledge or data relating to Employer or any of its subsidiaries, and their respective businesses, which shall have been obtained by Employee during Employee's employment by Employer and which The Executive shall not be or become public knowledge (other than by acts by Employee or representatives of Employee in violation at any time during the term of this Agreement). After termination of Employee's employment with Employer, Employee shall notor thereafter, communicate or disclose to any unauthorized person, or use for the Executive’s own account, without the prior written consent of Employer the Chief Executive Officer of the Company, nonpublic information of any kind concerning the Company or as 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 Termination Date, return all Confidential Information in his possession, in whatever form, to the Company. It is understood, however, that the obligations set forth in this paragraph shall not apply to the 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 other than by the Executive’s wrongful act or omission. (d) The Executive agrees that any breach by him of the terms of Section 9 would result in irreparable injury and damage to the Company for which the 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 provisions of Section 9, the Company shall be entitled to 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, in addition to any other remedies to which the Company may otherwise be required by entitled at law or legal processin equity. The terms of this paragraph shall not prevent the Company from pursuing any other available remedies for any breach or threatened breach hereof, communicate 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 any court of competent jurisdiction to be unenforceable because it extends for too long a period of time or divulge over too great a range of activities or in too broad a geographic area, it shall be interpreted to extend over the maximum period of time, range of activities or geographic area as to which it may be enforceable. (e) The provisions of Section 9 shall survive any such informationtermination of this Agreement and the existence of any claim or cause of action by the Executive against the Control Group, knowledge whether predicated on this Agreement or data otherwise, shall not constitute a defense to anyone other than Employer the enforcement by the Company of the covenants and those designated by itagreements of Section 9.

Non Competition and Confidentiality. (ai) Employee During the period the Executive is employed by the Control Group, the Executive agrees that he shall not compete with Employer engage in Competition. Beginning January 1, 2001, the Executive agrees that he shall not engage in Competition during the Non-Competition Period, subject to the Company's option to waive all or any portion of the Non-Competition Period, as hereinafter more specifically provided for a period (in the "Noncompete Period") equal to: (i) if the Employment Period is terminated pursuant to Section 3(c) or (d) hereof, one year beginning as of the first day following such termination, orparagraph. (ii) As additional consideration for the covenant not to compete during the Non-Competition Period described above, the Company shall pay the Executive, on a monthly basis, the sum of 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 Employment Period is terminated 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 has the option, for any reason, to elect to waive all or any portion of the one (1) year period of Non-Competition commencing on the Termination Date, by giving the Executive written notice of such election not less than thirty (30) days following the Termination Date. In that event, the Company shall not be obligated to pay the Executive under this paragraph for any months as to which the covenant not to compete has been waived. The Company may discontinue payments being made pursuant to this paragraph at any time during the Non-Competition Period that (i) Executive is engaged in full-time employment that, in the Company's opinion, does not violate the provisions of Section 3(b), (e) or (f9(a)(i) hereof, or (ii) Executive violates the longer provisions of (ASection 9(a)(i) two years beginning as of the first day following such termination of the Employment Period and (B) a period commencing on such date and ending on the third anniversary of the Effective Timehereof. (b) Employee's agreement The Executive shall not to compete with Employer at any time during the Noncompete Period shall be limited to prohibiting Employee from owning a greater than 5% equity interest in, serving as a director, officer, employee or partner of, or being a consultant to or co-venturer with any business enterprise or activity that competes in North America with any line of business conducted by Employer or any of its subsidiaries at the termination of the Employment Period and accounting for more than 5% of Employer's gross revenues for its fiscal year ending immediately prior to the year in which the Employment Period ends. During the Noncompete Period, Employee agrees that he will not hire or attempt to hire any person employed by Employer or any of its subsidiaries during the 24 month period prior to the termination of the Employment Period, assist such a hiring by any other person or entity, encourage any such employee to terminate his relationship with Employer (or any such subsidiary) or solicit or encourage any customer or vendor of Employer to terminate its relationship with Employer. (c) Employee shall hold in a fiduciary capacity for the benefit of Employer all secret or confidential information, knowledge or data relating to Employer or any of its subsidiaries, and their respective businesses, which shall have been obtained by Employee during Employee's employment by Employer and which shall not be or become public knowledge (other than by acts by Employee or representatives of Employee in violation term of this Agreement). After termination of Employee, or thereafter, communicate or disclose to any unauthorized person, or use for the Executive's employment with Employer, Employee shall notown account, without the prior written consent of Employer the Chief Executive Officer of the Company, nonpublic information of any kind concerning the Company or as may otherwise be required by law any of its subsidiaries or legal processaffiliates, communicate or divulge any such informationincluding, knowledge or data to anyone other than Employer and those designated by it.but not limited to,

Non Competition and Confidentiality. 4.1 During Executive's employment with the Company and for a period as determined by the restrictive covenant defined below, whatever the reason for Executive's termination of employment, Executive shall not, either directly or indirectly, either on his own behalf or on behalf of another business, engage in the following activities, or assist others in such activities: (a) Employee agrees that he shall not compete hiring, recruiting, or attempting to recruit for any entity which competes with Employer as hereinafter provided for a period the Company in the areas of radio-based communications, studio automation and/or webcasting (the "Noncompete PeriodCompeting Areas") equal to: (i) if the Employment Period is terminated pursuant to Section 3(c) or (d) hereof, one year beginning as of the first day following such termination, or (ii) if the Employment Period is terminated pursuant to Section 3(b), (e) or (f) hereofotherwise becoming associated in any such business with, the longer of (A) two years beginning as of the first day following such termination of the Employment Period and (B) a period commencing on such date and ending on the third anniversary of the Effective Time. (b) Employee's agreement not to compete with Employer during the Noncompete Period shall be limited to prohibiting Employee from owning a greater than 5% equity interest in, serving as a director, officer, employee or partner of, or being a consultant to or co-venturer with any business enterprise or activity that competes in North America with any line of business conducted by Employer or any of its subsidiaries at the termination of the Employment Period and accounting for more than 5% of Employer's gross revenues for its fiscal year ending immediately prior to the year in which the Employment Period ends. During the Noncompete Period, Employee agrees that he will not hire or attempt to hire any person employed by Employer the Company, at any time during the previous twelve (12) months; (b) soliciting or accepting any business in any of the Competing Areas (on behalf of anyone other than the Company) from any of the Company's current, former or prospective accounts (a prospective account defined as any entity the Company has actively solicited, planned to solicit, or provided services to, during Executive's employment with the Company); or (c) entering into, engaging in, being employed by, being connected to, or consulting for, any entity which competes with the Company in any of the Competing Areas. The term of the above restrictive covenant shall be calculated based on the total of the following: (a) additional salary, bonus, incentive compensation or any other payment which Executive receives above the amount of its subsidiaries his base salary during the 24 12 month period prior to immediately preceding the termination of his employment or within 10 working days thereafter, (b) gains from exercise of any options to purchase shares of the Employment PeriodCompany which is realized during the 12 month period immediately preceding the termination of his employment, assist such a hiring by any other person or entity, encourage any such employee to terminate his relationship with Employer (or any such subsidiary) or solicit or encourage any customer or vendor of Employer to terminate its relationship with Employer. and (c) Employee the value of share options available for Executive to exercise on the date of the termination of Executive's employment based on the option price and the quoted price per share at the close of that date. The total of all of the foregoing shall hold in a fiduciary capacity be termed herein "Excess Compensation". The term of the above restrictive covenant shall be as follows: 1 year if Excess Compensation exceeds 2 times Executive's ending base salary, 2 years if Excess Compensation exceeds 3 times Executive's ending base salary, and 5 years if Excess Compensation exceeds 5 times Executive's ending annual base salary. Upon the termination of Executive's employment, the Company has the option of paying Executive monies to include as Excess Compensation for the benefit purpose of Employer determining the term of the restrictive covenant as an advance against potential gains Executive may realize as a result of his subsequent exercise of share options; such monies can be paid in cash or in registered shares of the Company's publicly traded stock which Executive agrees after receipt of shares to sell in the stock market as quickly as possible but not more shares than are equal to 10% of the average daily trading volume of the prior 10 trading days to receiving the shares of stock, the Company agrees to pay the Executive the difference in cash should there be a shortfall of what the Executive realizes in selling the stock in the open market. If the Company pays such an advance, and Executive subsequently exercises share options which realizes a gain above whatever Executive could have realized if he had exercised his options at the close of the date of the termination of his employment, Executive must repay to the Company the amount of the advance or this gain, whichever is less. In the event that the Company chooses to issue registered shares of its stock to cover all secret or confidential informationpart of the Excess Compensation requirement(s) for the restrictive covenant as defined in this section, knowledge or data relating the registered shares shall be delivered as a tradable security to Employer the Executive no later than one hundred and twenty (120) days after the executive's last day of employment by the Company. 4.2 The parties to this Agreement recognize that irreparable harm would result from any breach by Executive of the covenants of this Agreement and that monetary damages alone would not provide adequate relief for any such breach. Accordingly, in addition to any other remedy which may be available to the Company, if Executive breaches a restrictive covenant in this Agreement, the parties acknowledge that injunctive relief in favor of the Company is proper. 4.3 If Executive breaches a covenant containing a specified term, the term shall be extended by the period of time between Executive's termination of employment with the Company and the date a court of competent jurisdiction enters an injunction restraining further breach of the covenant. 4.4 If a court of competent jurisdiction determines that any of the restrictions in this Agreement are overbroad, Executive shall agree to modification of the affected restriction(s) to permit enforcement to the maximum extent allowed by law. 4.5 A waiver of any of Executive's obligations under this Agreement or any other modification of its subsidiariesthis Agreement shall be ineffective unless it is set forth in writing and signed by the Company's CEO. 4.6 The parties acknowledge that the restrictive covenants in this Agreement are essential independent elements of this Agreement and that but for Executive agreeing to comply with them, the Company would not have employed or have continued to employ Executive. Accordingly, the existence of any claim by Executive against the Company, whether based on this Agreement or otherwise, shall not operate as a defense to the Company's enforcement of any restrictive covenant against Executive. 4.7 Executive shall abide by paragraphs 1-7, 11-13 and their respective businesses15 of the Company's current Employee Agreement, a copy of which is attached hereto, which shall have been obtained by Employee during Employee's employment by Employer and which shall not be or become public knowledge (other than by acts by Employee or representatives of Employee paragraphs are hereby incorporated into this Agreement in violation of this Agreement). After termination of Employee's employment with Employer, Employee shall not, without the prior written consent of Employer or as may otherwise be required by law or legal process, communicate or divulge any such information, knowledge or data to anyone other than Employer and those designated by ittheir entirety.

Non Competition and Confidentiality. (ai) Employee The Executive agrees that he shall not compete with Employer engage in Competition during the Non-Competition Period, subject to the Company's option to waive all or any portion of the Non-Competition Period, as hereinafter more specifically provided for a period (in the "Noncompete Period") equal to: (i) if the Employment Period is terminated pursuant to Section 3(c) or (d) hereof, one year beginning as of the first day following such termination, orparagraph. (ii) As additional consideration for the covenant not to compete during the Non-Competition Period described above, the Company shall pay the Executive, on a monthly basis, the sum of 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 Employment Period is terminated two (2) 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 12. The Company has the option, for any reason, to elect to waive all or any portion of the two (2) year period of Non-Competition commencing on the Termination Date, by giving the Executive written notice of such election not later than thirty (30) days following the Termination Date. In that event, the Company shall not be obligated to pay the Executive under this paragraph for any months as to which the covenant not to compete has been waived. The Company may discontinue payments being made pursuant to this paragraph at any time during the Non-Competition Period that (i) Executive is engaged in full-time employment that, in the Company's opinion, does not violate the provisions of Section 3(b), (e) or (f9(a)(i) hereof, or (ii) Executive violates the longer provisions of (ASection 9(a)(i) two years beginning as of the first day following such termination of the Employment Period and (B) a period commencing on such date and ending on the third anniversary of the Effective Timehereof. (b) Employee's agreement not to compete with Employer The Executive acknowledges that, during the Noncompete Period course of his employment with the Company, due to the nature of the position he occupies he will have access to confidential information of the Company concerning its executives and employees, including, but not limited to, their background, experience, education, training, capabilities, and potential. He agrees, therefore, that if his employment is terminated at any time prior to a Change in Control (a) by the Company for any reason or (b) by the Executive for any reason, he shall be limited to prohibiting Employee from owning not, for a greater than 5% equity interest intwo-year period beginning on the Termination Date, serving as a directorintentionally recruit, officer, solicit or induce any employee or partner ofemployees of the Control Group to terminate their employment with, or being a consultant to or co-venturer with any business enterprise or activity that competes in North America with any line of business conducted by Employer or any of its subsidiaries at otherwise cease their relationship with, the termination former employing members of the Employment Period and accounting for more than 5% of Employer's gross revenues for its fiscal year ending immediately prior to the year in which the Employment Period ends. During the Noncompete Period, Employee agrees that he will not hire or attempt to hire any person employed by Employer or any of its subsidiaries during the 24 month period prior to the termination of the Employment Period, assist such a hiring by any other person or entity, encourage any Control Group where such employee to or employees do in fact so terminate his relationship with Employer (or any such subsidiary) or solicit or encourage any customer or vendor of Employer to terminate its relationship with Employertheir employment. (c) Employee shall hold in a fiduciary capacity for the benefit of Employer all secret or confidential information, knowledge or data relating to Employer or any of its subsidiaries, and their respective businesses, which shall have been obtained by Employee during Employee's employment by Employer and which The Executive shall not be or become public knowledge (other than by acts by Employee or representatives of Employee in violation at any time during the term of this Agreement). After termination of Employee, or thereafter, communicate or disclose to any unauthorized person, or use for the Executive's employment with Employer, Employee shall notown account, without the prior written consent of Employer the Chief Executive Officer of the Company, nonpublic information of any kind concerning the Company or as 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 Termination Date, return all Confidential Information in his possession, in whatever form, to the Company. It is understood, however, that the obligations set forth in this paragraph shall not apply to the 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 other than by the Executive's wrongful act or omission. (d) The Executive agrees that any breach by him of the terms of Section 9 would result in irreparable injury and damage to the Company for which the 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 provisions of Section 9, the Company shall be entitled to 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, in addition to any other remedies to which the Company may otherwise be required by entitled at law or legal processin equity. The terms of this paragraph shall not prevent the Company from pursuing any other available remedies for any breach or threatened breach hereof, communicate 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 any court of competent jurisdiction to be unenforceable because it extends for too long a period of time or divulge over too great a range of activities or in too broad a geographic area, it shall be interpreted to extend over the maximum period of time, range of activities or geographic area as to which it may be enforceable. (e) The provisions of Section 9 shall survive any such informationtermination of this Agreement and the existence of any claim or cause of action by the Executive against the Control Group, knowledge whether predicated on this Agreement or data otherwise, shall not constitute a defense to anyone other than Employer the enforcement by the Company of the covenants and those designated by itagreements of Section 9.

Non Competition and Confidentiality. (a) Employee agrees During employment with the Company or a Subsidiary and for one year after termination thereof, the Grantee will not, directly or indirectly, as a principal, officer, director, employee or in any other capacity whatsoever, without prior written consent of the Company, engage in any activity with, or provide services to, any person or entity engaged in, or about to engage in, any business activity that he shall not compete is competitive with Employer as hereinafter provided for the business then engaged in by the Company or a period Subsidiary (collectively, the "Noncompete PeriodCompany Business") equal to: (i) ), in any geographic area in which the Company Business is then conducted or has been conducted during the twelve months preceding the termination of the Grantee's employment with the Company or a Subsidiary; provided that, if the Employment Period is terminated pursuant to Section 3(c) or (d) hereof, one year beginning as scope of employment of the first day following such termination, or (ii) if Grantee during the Employment Period is terminated pursuant to Section 3(b), (e) or (f) hereof, twelve months preceding the longer of (A) two years beginning as termination of the first day Grantee's employment with the Company or a Subsidiary related solely to Company Business conducted in a specific geographic area or areas, then following such termination the scope of this non-compete provision shall be limited to the same geographic area or areas. The Grantee may make or hold any investment in securities of a competitive business traded on a national securities exchange or traded in the over the counter market, provided the investment does not exceed 1% of the Employment Period issued and (B) a period commencing on such date and ending outstanding stock of the competitive business. To the extent limitations or restrictions on the third anniversary Grantee's employment or business activities contained in this subsection 14(a) conflict or are inconsistent with the provisions of any other agreement between the Effective TimeCompany or Subsidiary and Grantee, the provisions of this subsection 14(a) shall govern. (b) Employee's agreement not to compete with Employer during Unless otherwise required by law or judicial process, the Noncompete Period shall be limited to prohibiting Employee from owning Grantee shall, for a greater than 5% equity interest in, serving as a director, officer, employee or partner of, or being a consultant to or co-venturer with any business enterprise or activity that competes in North America with any line period of business conducted by Employer or any of its subsidiaries at the three (3) years following termination of employment with the Employment Period Company or a Subsidiary, retain in the strictest confidence all confidential matters of the Company and accounting for more than 5% its Subsidiaries, 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 Employerthe Company and its Subsidiaries (collectively "Confidential Information") learned by the Grantee heretofore or hereafter and shall not disclose such Confidential Information to anyone outside of the Company and its Subsidiaries, either during or after the Grantee's gross revenues for its fiscal year ending immediately prior employment with the Company or a Subsidiary, except in the course of performing the Grantee's duties as an employee of the Company or a Subsidiary or with the Company's or Subsidiary's express written consent; provided, that the Grantee shall provide notice to the year Company or its Subsidiary in which advance of any disclosure required by law or judicial process in a timely manner to permit the Employment Period endsCompany or Subsidiary to oppose such compelled disclosure. During the Noncompete Period, Employee agrees that he will The limitation on disclosure contained herein shall not hire or attempt apply to hire any person employed by Employer or any of its subsidiaries during the 24 month period prior to the termination portion of the Employment PeriodConfidential Information that (i) is or becomes part of the public domain through no fault of Grantee, assist (ii) is obtained from a third party whom Grantee has no reason to believe, following reasonable inquiry, is breaching a confidentiality or other contractual undertaking by disclosing such information or (iii) is otherwise disclosed to a hiring third party by the Company or a Subsidiary on a non-confidential basis. To the extent limitations or restrictions on Grantee's disclosure of Confidential Information ("Restrictions") contained in this subsection 14(b) conflict or are inconsistent with Restrictions contained in any other person agreement between the Company or entitya Subsidiary and Grantee, encourage any such employee to terminate his relationship with Employer (or any such subsidiary) or solicit or encourage any customer or vendor of Employer to terminate its relationship with Employerthe Restrictions contained herein shall govern. (c) Employee The Grantee agrees that, if any provision of subsections 14(a) or (b) is 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 subsections 14(a) or (b) is alleged to have occurred, the Grantee by execution of this Agreement agrees to the entry of a temporary restraining order against Grantee in regard to this Section 14 until such time that a determination is made as to whether a breach has occurred. The Grantee further agrees that, if a court of competent jurisdiction determines or if a stipulation is entered into that the Grantee has breached any provision of subsections 14(a) or (b), a permanent injunction shall hold issue prohibiting the Grantee from any further breach thereof. The Grantee agrees that the Company may refuse to allow the exercise of any otherwise vested Options in the event of an alleged breach by the Grantee of any provision of subsections 14(a) or (b), that these Options will be terminated and canceled upon determination of a fiduciary capacity breach and that the Company is not liable for the benefit gain or loss by the Grantee due to the increase or decrease of Employer all secret or confidential information, knowledge or data relating the fair market value of the Common Stock during any period in which the Company may have refused to Employer or any accept exercise instructions pending final determination of its subsidiaries, and their respective businesses, which shall have been obtained by Employee during Employeethe Grantee's employment by Employer and which shall not be or become public knowledge (other than by acts by Employee or representatives of Employee in violation breach of this Agreement). After termination of Employee's employment with Employer, Employee shall not, without the prior written consent of Employer or as may otherwise be required by law or legal process, communicate or divulge any such information, knowledge or data to anyone other than Employer and those designated by it.

Non Competition and Confidentiality. (ai) Employee The Executive agrees that he shall not compete with Employer engage in Competition during the Non-Competition Period, subject to the Company's option to waive all or any portion of the Non-Competition Period, as hereinafter more specifically provided for a period (in the "Noncompete Period") equal to: (i) if the Employment Period is terminated pursuant to Section 3(c) or (d) hereof, one year beginning as of the first day following such termination, orparagraph. (ii) As additional consideration for the covenant not to compete during the Non-Competition Period described above, the Company shall pay the Executive, on a monthly basis, the sum of 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 Employment Period is terminated two (2) 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 has the option, for any reason, to elect to waive all or any portion of the two (2) year period of Non-Competition commencing on the Termination Date, by giving the Executive written notice of such election not later than thirty (30) days following the Termination Date. In that event, the Company shall not be obligated to pay the Executive under this paragraph for any months as to which the covenant not to compete has been waived. The Company may discontinue payments being made pursuant to this paragraph at any time during the Non-Competition Period that (i) Executive is engaged in full-time employment that, in the Company's opinion, does not violate the provisions of Section 3(b), (e) or (f9(a)(i) hereof, or (ii) Executive violates the longer provisions of (ASection 9(a)(i) two years beginning as of the first day following such termination of the Employment Period and (B) a period commencing on such date and ending on the third anniversary of the Effective Timehereof. (b) Employee's agreement not to compete with Employer The Executive acknowledges that, during the Noncompete Period course of his employment with the Company, due to the nature of the position he occupies he will have access to confidential information of the Company concerning its executives and employees, including, but not limited to, their background, experience, education, training, capabilities, and potential. He agrees, therefore, that if his employment is terminated at any time prior to a Change in Control (a) by the Company for any reason or (b) by the Executive for any reason, he shall be limited to prohibiting Employee from owning not, for a greater than 5% equity interest intwo-year period beginning on the Termination Date, serving as a directorintentionally recruit, officer, solicit or induce any employee or partner ofemployees of the Control Group to terminate their employment with, or being a consultant to or co-venturer with any business enterprise or activity that competes in North America with any line of business conducted by Employer or any of its subsidiaries at otherwise cease their relationship with, the termination former employing members of the Employment Period and accounting for more than 5% of Employer's gross revenues for its fiscal year ending immediately prior to the year in which the Employment Period ends. During the Noncompete Period, Employee agrees that he will not hire or attempt to hire any person employed by Employer or any of its subsidiaries during the 24 month period prior to the termination of the Employment Period, assist such a hiring by any other person or entity, encourage any Control Group where such employee to or employees do in fact so terminate his relationship with Employer (or any such subsidiary) or solicit or encourage any customer or vendor of Employer to terminate its relationship with Employertheir employment. (c) Employee shall hold in a fiduciary capacity for the benefit of Employer all secret or confidential information, knowledge or data relating to Employer or any of its subsidiaries, and their respective businesses, which shall have been obtained by Employee during Employee's employment by Employer and which The Executive shall not be or become public knowledge (other than by acts by Employee or representatives of Employee in violation at any time during the term of this Agreement). After termination of Employee, or thereafter, communicate or disclose to any unauthorized person, or use for the Executive's employment with Employer, Employee shall notown account, without the prior written consent of Employer the Chief Executive Officer of the Company, nonpublic information of any kind concerning the Company or as 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 Termination Date, return all Confidential Information in his possession, in whatever form, to the Company. It is understood, however, that the obligations set forth in this paragraph shall not apply to the 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 other than by the Executive's wrongful act or omission. (d) The Executive agrees that any breach by him of the terms of Section 9 would result in irreparable injury and damage to the Company for which the 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 provisions of Section 9, the Company shall be entitled to 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, in addition to any other remedies to which the Company may otherwise be required by entitled at law or legal processin equity. The terms of this paragraph shall not prevent the Company from pursuing any other available remedies for any breach or threatened breach hereof, communicate 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 any court of competent jurisdiction to be unenforceable because it extends for too long a period of time or divulge over too great a range of activities or in too broad a geographic area, it shall be interpreted to extend over the maximum period of time, range of activities or geographic area as to which it may be enforceable. (e) The provisions of Section 9 shall survive any such informationtermination of this Agreement and the existence of any claim or cause of action by the Executive against the Control Group, knowledge whether predicated on this Agreement or data otherwise, shall not constitute a defense to anyone other than Employer the enforcement by the Company of the covenants and those designated by itagreements of Section 9.

Non Competition and Confidentiality. (a) Employee agrees that he shall not compete with Employer as hereinafter provided for a During the period (beginning on the "Noncompete Period") equal to: (i) if the Employment Period is terminated pursuant to Section 3(c) or (d) hereof, one year beginning as of the first day following such termination, or (ii) if the Employment Period is terminated pursuant to Section 3(b), (e) or (f) hereof, the longer of (A) two years beginning as of the first day following such termination of the Employment Period and (B) a period commencing on such date Closing Date and ending on the third anniversary thereof, no Principal Stockholder shall directly or indirectly, own, manage, operate, finance, join, control or otherwise participate in the ownership management, operation, financing or control of, or in any way be connected as an officer, employee, partner, principal, agent, representative, or consultant, or otherwise with, any business or enterprise engaged anywhere in the world (i) in any business in which the Company was engaged on the date hereof, including but not limited to the business of owning or operating industrial trade communities or portal sites on the Internet specializing in training or education or education reselling (the "Business"), (ii) in the ownership or operation of industrial trade communities or portal sites on the Internet which are competitive with any industrial trade communities operated or planned by Buyer (provided, however that the Principal Stockholder must have knowledge of such Buyer's planned communities), or (iii) in any business that competes with Buyer, including but not limited to those business entities listed on Schedule 6.4(a), nor shall any Principal Stockholder assist any Person that shall be engaged in any such business activities, including by making available to any such Person any information related to the Business. The foregoing restriction, however, shall not restrict a Principal Stockholder's ability to own, as a passive investment, up to 2% of any entity whose equity securities are traded on NASDAQ or on a national securities exchange nor shall such restriction be deemed to require the Employee, and Employee shall not be required by any term of this Agreement, to divest himself of any investment (provided that investment is passive) held by the Employee on the date hereof or acquired by the Employee after the date hereof, if, at the time of such acquisition, such business or enterprise in which the interest is acquired does not compete with the Company. In addition, no Principal Stockholder shall solicit any employee of the Effective TimeCompany or the Buyer for the purposes of having any such employee terminate his or her employment with the Company or the Buyer. If a court determines that the foregoing restrictions are too broad or otherwise unreasonable under applicable law, including with respect to time or space, the court is hereby requested and authorized by the parties hereto to revise the foregoing restriction to include the maximum restrictions allowable under applicable law. Each Stockholder acknowledges, however, that this Section 6.4(a) has been negotiated by the parties. (b) Employee's agreement not Each Principal Stockholder acknowledges and understands that (i) Buyer is and will be relying upon the covenants made by such Principal Stockholder in Section 6.4(a) in entering into this Agreement and consummating the transactions contemplated hereby; (ii) the restrictions contained in Section 6.4(a) are reasonable and necessary to compete with Employer during protect the Noncompete Period shall legitimate interests of Buyer, and that any violation will result in irreparable injury to Buyer; (iii) that the covenants contained in Section 6.4(a) are reasonable as to geographic and temporal scope and that such restrictions are intended solely to protect the legitimate interests of Buyer, rather than to prevent such Principal Stockholder from earning a livelihood; (iv) that Buyer competes for the industrial trade community market on the Internet and the Trade Secrets and Confidential Information known by the Principal Stockholders makes it necessary for Buyer to restrict the Principal Stockholders' activities in all markets where Buyer competes and where the Principal Stockholders' access to Trade Secrets and Confidential Information and other proprietary information could be limited used to prohibiting Employee from owning the detriment of Buyer; and (v) that each Principal Stockholder has the skills and training to be able to continue to earn a greater than 5% equity interest in, serving as a director, officer, employee or partner of, or being a consultant to or co-venturer with any business enterprise or activity that competes in North America with any line of business conducted by Employer or any of its subsidiaries at livelihood without violating the termination terms of the Employment Period and accounting for more than 5% of Employer's gross revenues for its fiscal year ending immediately prior to the year covenants contained in which the Employment Period ends. During the Noncompete Period, Employee agrees that he will not hire or attempt to hire any person employed by Employer or any of its subsidiaries during the 24 month period prior to the termination of the Employment Period, assist such a hiring by any other person or entity, encourage any such employee to terminate his relationship with Employer (or any such subsidiary) or solicit or encourage any customer or vendor of Employer to terminate its relationship with EmployerSection 6.4(a). (c) Employee Each Principal Stockholder recognizes and acknowledges that by reason of his involvement with or employment in the Business, he has had access to Confidential Information and Trade Secrets relating to the Company and the Business. Each Principal Stockholder acknowledges that such Confidential Information and Trade Secrets are a valuable and unique asset and covenants that he will not disclose any such Confidential Information and Trade Secrets to any Person for any reason whatsoever, unless such information (i) is in the public domain through no wrongful act of such Principal Stockholder, (ii) has been rightfully received from a third party without restriction and without breach of this Agreement or (iii) except as may be required by law. (d) The terms of this Section 6.4 shall hold apply to each Principal Stockholder and to any other Person controlled by any such Principal Stockholder 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 to adhere to the terms of this Section 6.4. (e) Each Principal Stockholder agrees that Buyer shall be entitled to preliminary and permanent injunctive relief, without the necessity of proving actual damages, as well as to an equitable accounting of all earnings, profits and other benefits arising from any violation, or threatened violation, of Section 6.4, which rights shall be cumulative and in a fiduciary capacity addition to any other rights or remedies to which Buyer may be entitled. Any relief granted pursuant to this Section 6.4(e) shall be in addition to and not in lieu of any other remedies that may be available, including an action for the benefit recovery of Employer Damages, all secret or confidential information, knowledge or data relating to Employer or any of its subsidiaries, and their respective businesses, which shall have been obtained by Employee during Employee's employment by Employer and which shall not may be or become public knowledge (other than by acts by Employee or representatives of Employee sought only in violation accordance with the arbitration provisions of this Agreement). After termination of Employee's employment with Employer, Employee shall not, without the prior written consent of Employer or as may otherwise be required by law or legal process, communicate or divulge any such information, knowledge or data to anyone other than Employer and those designated by it.

Non Competition and Confidentiality. (a) Employee agrees that that, so long as he shall not compete with Employer as hereinafter provided remains employed by Athersys in any capacity, and for a period of six (6) months after the "Noncompete Period") equal toeffective date of the termination of said employment by Athersys or Employee, Employee shall not do or suffer any of the following: (i) if Own, control or manage, or participate in the Employment Period ownership, control or management of, render consulting services to, or be employed by any corporation, partnership or other entity that is terminated pursuant engaged in the business of researching, developing, marketing or selling any technology relating to Section 3(cthe 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 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 (d) hereof, one year beginning as of more ownership interest or voting control interest in the first day following such termination, orentity in issue; (ii) if Knowingly attempt to employ or employ, attempt to assist in employing or assist in employing, or otherwise interfere with the Employment Period is terminated 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 3(b), (e5(c) or (f) hereof, the longer of (A) two years beginning as of the first day following such termination of the Employment Period and (B) a period commencing on such date and ending on the third anniversary of the Effective TimeAgreement. (b) Employee's agreement not to compete with Employer during the Noncompete Period shall be limited to prohibiting Employee from owning a greater than 5% equity interest in, serving as a director, officer, employee or partner of, or being a consultant to or co-venturer with any business enterprise or activity that competes in North America with any line of business conducted by Employer or any of its subsidiaries at the termination of the Employment Period and accounting for more than 5% of Employer's gross revenues for its fiscal year ending immediately prior to the year in which the Employment Period ends. During the Noncompete Period, Employee agrees that he will not hire or attempt to hire any person employed by Employer or any of its subsidiaries during from and after the 24 month period prior to the termination of the Employment Period, assist such a hiring by any other person or entity, encourage any such employee to terminate his relationship with Employer (or any such subsidiary) or solicit or encourage any customer or vendor of Employer to terminate its relationship with Employer. (c) Employee shall hold in a fiduciary capacity for the benefit of Employer all secret or confidential information, knowledge or data relating to Employer or any of its subsidiaries, and their respective businesses, which shall have been obtained by Employee during Employee's employment by Employer and which shall not be or become public knowledge (other than by acts by Employee or representatives of Employee in violation date of this Agreement). After termination of Employee's employment with Employer, Employee shall notnot disclose, divulge, discuss, copy or otherwise use or suffer to be used any item of confidential information of Athersys, including, without the prior written consent 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 Employer or as may otherwise be required by law or legal processexample not limitation, communicate or divulge any such information, knowledge or data to anyone other than Employer and those designated by itwhich, in the good faith opinion of the Board of Directors, constitutes “trade secrets” of Athersys, as such term is defined in Ohio Revised Code Section 1333.51.

Non Competition and Confidentiality. (a) Employee agrees that that, so long as he shall not compete with Employer as hereinafter provided remains employed by Athersys in any capacity, and for a period of six (6) months after the "Noncompete Period") equal toeffective date of the termination of said employment by Athersys or Employee, Employee shall not do or suffer any of the following: (i) if Own, control or manage, or participate in the Employment Period ownership, control or management of, render consulting services to, or be employed by any corporation, partnership or other entity that is terminated pursuant engaged in the business of researching, developing, marketing or selling any technology relating to Section 3(cthe 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 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 (d) hereof, one year beginning as of more ownership interest or voting control interest in the first day following such termination, orentity in issue; (ii) if Knowingly attempt to employ or employ, attempt to assist in employing or assist in employing, or otherwise interfere with the Employment Period is terminated 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 3(b), (e5(c) or (f) hereof, the longer of (A) two years beginning as of the first day following such termination of the Employment Period and (B) a period commencing on such date and ending on the third anniversary of the Effective TimeAgreement. (b) Employee's agreement not to compete with Employer during the Noncompete Period shall be limited to prohibiting Employee from owning a greater than 5% equity interest in, serving as a director, officer, employee or partner of, or being a consultant to or co-venturer with any business enterprise or activity that competes in North America with any line of business conducted by Employer or any of its subsidiaries at the termination of the Employment Period and accounting for more than 5% of Employer's gross revenues for its fiscal year ending immediately prior to the year in which the Employment Period ends. During the Noncompete Period, Employee agrees that he will not hire or attempt to hire any person employed by Employer or any of its subsidiaries during from and after the 24 month period prior to the termination of the Employment Period, assist such a hiring by any other person or entity, encourage any such employee to terminate his relationship with Employer (or any such subsidiary) or solicit or encourage any customer or vendor of Employer to terminate its relationship with Employer. (c) Employee shall hold in a fiduciary capacity for the benefit of Employer all secret or confidential information, knowledge or data relating to Employer or any of its subsidiaries, and their respective businesses, which shall have been obtained by Employee during Employee's employment by Employer and which shall not be or become public knowledge (other than by acts by Employee or representatives of Employee in violation date of this Agreement). After termination of Employee's employment with Employer, Employee shall notnot 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 prior written consent good faith opinion of Employer or the Board of Directors, constitutes “trade secrets” of Athersys, as may otherwise be required by law or legal process, communicate or divulge any such information, knowledge or data to anyone other than Employer and those designated by itterm is defined in Ohio Revised Code Section 1333.51.

Non Competition and Confidentiality. (ai) Employee The Executive agrees that he shall not compete with Employer engage in Competition during the Non-Competition Period, subject to the Company's option to waive all or any portion of the Non-Competition Period, as hereinafter more specifically provided for a period (in the "Noncompete Period") equal to: (i) if the Employment Period is terminated pursuant to Section 3(c) or (d) hereof, one year beginning as of the first day following such termination, orparagraph. (ii) As additional consideration for the covenant not to compete during the Non-Competition Period described above, the Company shall pay the Executive, on a monthly basis, the sum of 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 Employment Period is terminated two (2) 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 has the option, for any reason, to elect to waive all or any portion of the two (2) year period of Non-Competition commencing on the Termination Date, by giving the Executive written notice of such election not later than thirty (30) days following the Termination Date. In that event, the Company shall not be obligated to pay the Executive under this paragraph for any months as to which the covenant not to compete has been waived. The Company may discontinue payments being made pursuant to this paragraph at any time during the Non-Competition Period that (i) Executive is engaged in full-time employment that, in the Company's opinion, does not violate the provisions of Section 3(b), (e) or (f9(a)(i) hereof, or (ii) Executive violates the longer provisions of (ASection 9(a)(i) two years beginning as of the first day following such termination of the Employment Period and (B) a period commencing on such date and ending on the third anniversary of the Effective Timehereof. (b) Employee's agreement not to compete with Employer The Executive acknowledges that, during the Noncompete Period course of his employment with the Company, due to the nature of the position he occupies he will have access to confidential information of the Company concerning its executives and employees, including, but not limited to, their background, experience, education, training, capabilities, and potential. He agrees, therefore, that if his employment is terminated at any time prior to a Change in Control (a) by the Company for any reason or (b) by the Executive for any reason, he shall be limited to prohibiting Employee from owning not, for a greater than 5% equity interest intwo-year period beginning on the Termination Date, serving as a directorintentionally recruit, officer, solicit or induce any employee or partner ofemployees of the Control Group to terminate their employment with, or being a consultant to or co-venturer with any business enterprise or activity that competes in North America with any line of business conducted by Employer or any of its subsidiaries at otherwise cease their relationship with, the termination former employing members of the Employment Period and accounting for more than 5% of Employer's gross revenues for its fiscal year ending immediately prior to the year in which the Employment Period ends. During the Noncompete Period, Employee agrees that he will not hire or attempt to hire any person employed by Employer or any of its subsidiaries during the 24 month period prior to the termination of the Employment Period, assist such a hiring by any other person or entity, encourage any Control Group where such employee to or employees do in fact so terminate his relationship with Employer (or any such subsidiary) or solicit or encourage any customer or vendor of Employer to terminate its relationship with Employertheir employment. (c) Employee shall hold in a fiduciary capacity for the benefit of Employer all secret or confidential information, knowledge or data relating to Employer or any of its subsidiaries, and their respective businesses, which shall have been obtained by Employee during Employee's employment by Employer and which The Executive shall not be or become public knowledge (other than by acts by Employee or representatives of Employee in violation at any time during the term of this Agreement). After termination of Employee, or thereafter, communicate or disclose to any unauthorized person, or use for the Executive's employment with Employer, Employee shall notown account, without the prior written consent of Employer the Chief Executive Officer of the Company, nonpublic information of any kind concerning the Company or as 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 Termination Date, return all Confidential Information in his possession, in whatever form, to the Company. It is understood, however, that the obligations set forth in this paragraph shall not apply to the 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 other than by the Executive's wrongful act or omission. (d) The Executive agrees that any breach by him of the terms of Section 9 would result in irreparable injury and damage to the Company for which the 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 provisions of Section 9, the Company shall be entitled to 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, in addition to any other remedies to which the Company may otherwise be required by entitled at law or legal processin equity. The terms of this paragraph shall not prevent the Company from pursuing any other available remedies for any breach or threatened breach hereof, communicate 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 any court of competent jurisdiction to be unenforceable because it extends for too long a period of time or divulge over too great a range of activities or in too broad a geographic area, it shall be interpreted to extend over the maximum period of time, range of activities or geographic area as to which it may be enforceable. (e) The provisions of Section 9 shall survive any such informationtermination of this Agreement and the existence of any claim or cause of action by the Executive against the Control Group, knowledge whether predicated on this Agreement or data otherwise, shall not constitute a defense to anyone other than Employer the enforcement by the Company of the covenants and those designated by itagreements of Section 9.