Common use of Non-Competition and Non-Solicitation Covenants Clause in Contracts

Non-Competition and Non-Solicitation Covenants. a. The Executive acknowledges that i) he will be employed as a high-level employee in an executive and managerial capacity; ii) his employment with the Company gives him access to confidential and proprietary information concerning the Company; iii) his prior employment with South West gave him access to confidential and proprietary information concerning South West; iv) the agreements and covenants contained in this Section 6 (the "Covenants") are essential to protect the business of the Company and to protect the Company's investment in South West; and v) the Executive is to receive consideration pursuant to this Agreement and the Merger Agreement. b. During the period of the Executive's employment, the Executive agrees that he will not, on behalf of anyone other than the Company, engage in any managerial, executive, sales, or marketing activities related to any business in which the Company is or becomes engaged during the Executive's employment. The Executive acknowledges the competitive nature of the business and the extensive geographic markets served by the Company. The Executive acknowledges that because of his position with the Company his duties will require him to perform, supervise, or assist in performing work throughout the markets served by the Company. The Executive further acknowledges that because of his position with the Company and the broad scope of his duties, he will be in a position to cause substantial harm to the Company were he to compete in the business of the Company or any other business in which the Company is or becomes engaged during Executive's employment in the Company's markets. Given the broad scope of Executive's duties, he acknowledges that the geographic scope of the covenants in this paragraph shall be limited to the continental United States. c. Should the Executive (i) be terminated with or without cause following the first 90 days of this Agreement, or (ii) resign from his employment or otherwise terminate this Agreement at any time, he agrees that for a twelve (12) month period following the termination of his employment with the Company, the Executive shall not hire or solicit any employee of the Company employed at the time of his termination, or encourage any such employee to leave such employment. d. If the Executive commits a material breach of, the Covenants, the Company shall have the rights and remedy (in addition to, and not in lieu of, any other rights and remedies available to the Company at law or in equity) to seek injunctive relief, including permanent injunctions; (ii) to have the Covenants specifically enforced by any court of competent jurisdiction (it being agreed that any breach or threatened breach of the Covenants would cause irreparable injury to the Company and that money damages would not provide an adequate remedy to the Company; and (iii) to cease any severance payments or benefits which the Executive or his eligible dependents may otherwise be due. e. The Executive agrees that the Covenants are necessary for the reasonable and proper protection of the Company and that the Covenants are reasonable in respect of subject matter, length of time, and geographic scope. The Executive further acknowledges that the Covenants will not unreasonably restrict him from earning a livelihood following the termination of his employment with the Company. f. If any court of competent jurisdiction determines that the Covenants, or any part thereof, are invalid or unenforceable, the remainder of the Covenants shall not thereby be affected and shall be given full effect, without regard to the invalid portions. In such event, the court shall have the power (and the parties hereto request the court) to reduce or modify the duration or scope, or any other unenforceable aspect of such provision, as the case may be, and, in its reduced or modified form, enforce such provision to the maximum extent permissible. g. The provisions of this Section 6 so far as they relate to the period after the end of the term of this Agreement shall continue to have effect and shall operate as a separate agreement between the Company and the Executive; provided, however, that the provisions of Section 6 (b) shall terminate.

Non-Competition and Non-Solicitation Covenants. a. The Executive acknowledges that i) he will be employed as a high-level employee in an executive and managerial capacity; ii) his employment with the Company gives him access to confidential and proprietary information concerning the Company; iii) his prior employment with South West gave him access to confidential and proprietary information concerning South West; iv) the agreements and covenants contained in this Section 6 (the "Covenants") are essential to protect the business of the Company and to protect the Company's investment in South West; and v) the Executive is to receive consideration pursuant to this Agreement and the Merger Agreement. b. During the period of the Executive's employment, the Executive agrees that he will not, on behalf of anyone other than the Company, engage in any managerial, executive, sales, or marketing activities related to any business in which the Company is or becomes engaged during the Executive's employment. The Executive acknowledges the competitive nature of the business and the extensive geographic markets served by the Company. The Executive acknowledges that because of his position with the Company his duties will require him to perform, supervise, or assist in performing work throughout the markets served by the Company. The Executive further acknowledges that because of his position with the Company and the broad scope of his duties, he will be in a position to cause substantial harm to the Company were he to compete in the business of the Company or any other business in which the Company is or becomes engaged during Executive's employment in the Company's markets. Given the broad scope of Executive's duties, he acknowledges that the geographic scope of the covenants in this paragraph shall be limited to the continental United States. c. Should the Executive (i) be terminated with or without cause following the first 90 days of this Agreement, or (ii) resign from his employment or otherwise terminate this Agreement at any time, he agrees that for a twelve (12) month period following the termination of his employment with the Company, the Executive shall not hire or solicit any employee of the Company employed at the time of his termination, or encourage any such employee to leave such employment. d. If the Executive commits a material breach of, the Covenants, the Company shall have the rights and remedy (in addition to, and not in lieu of, any other rights and remedies available to the Company at law or in equity) to seek injunctive relief, including permanent injunctions; (ii) to have the Covenants specifically enforced by any court of competent jurisdiction (it being agreed that any breach or threatened breach of the Covenants would cause irreparable injury to the Company and that money damages would not provide an adequate remedy to the Company; and (iii) to cease any severance payments or benefits which the Executive or his eligible dependents may otherwise be due. e. The Executive agrees that the Covenants are necessary for the reasonable and proper protection of the Company and that the Covenants are reasonable in respect of subject matter, length of time, and geographic scope. The Executive further acknowledges that the Covenants will not unreasonably restrict him from earning a livelihood following the termination of his employment with the Company. f. If any court of competent jurisdiction determines that the Covenants, or any part thereof, are invalid or unenforceable, the remainder of the Covenants shall not thereby be affected and shall be given full effect, without regard to the invalid portions. In such event, the court shall have the power (and the parties hereto request the court) to reduce or modify the duration or scope, or any other unenforceable aspect of such provision, as the case may be, and, in its reduced or modified form, enforce such provision to the maximum extent permissible. g. The provisions of this Section 6 so far as they relate to the period after the end of the term of this Agreement shall continue to have effect and shall operate as a separate agreement between the Company and the Executive; , provided, however, that the provisions of Section 6 (b) shall terminate.

Non-Competition and Non-Solicitation Covenants. a. The Executive acknowledges that i) he will be employed as a highA. Non-level employee in an executive and managerial capacity; ii) his employment with the Company gives him access to confidential and proprietary information concerning the Company; iii) his prior employment with South West gave him access to confidential and proprietary information concerning South West; iv) the agreements and covenants contained in this Section 6 (the "Covenants") are essential to protect the business of the Company and to protect the Company's investment in South West; and v) the Executive is to receive consideration pursuant to this Agreement and the Merger Agreement. b. During the period of the Executive's employment, the Executive agrees that he will Competition. Each SMD shall not, on behalf of anyone other than the Companydirectly or indirectly, engage in any managerialduring such SMD’s service with Blackstone, executive, sales, or marketing activities related to any business in which the Company is or becomes engaged during the Executive's employment. The Executive acknowledges the competitive nature of the business and the extensive geographic markets served by the Company. The Executive acknowledges that because of his position with the Company his duties will require him to perform, supervise, or assist in performing work throughout the markets served by the Company. The Executive further acknowledges that because of his position with the Company and the broad scope of his duties, he will be in for a position to cause substantial harm to the Company were he to compete in the business of the Company or any other business in which the Company is or becomes engaged during Executive's employment in the Company's markets. Given the broad scope of Executive's duties, he acknowledges that the geographic scope of the covenants in this paragraph shall be limited to the continental United States. c. Should the Executive period ending twelve months following (i) be terminated with the termination by Blackstone of such SMD’s service pursuant to Sections 5(a) or without cause following 5(b) of the first 90 days of this SMD Agreement, or (ii) resign from his employment the commencement of such SMD’s Garden Leave Period pursuant to Section 5(d) of the SMD Agreement, associate (including but not limited to association as a sole proprietor, owner, employer, principal, investor, joint venturer, shareholder, associate, employee, member, consultant, contractor or otherwise terminate otherwise) with any Competitive Business or any of the affiliates, related entities, successors or assigns of any Competitive Business; provided however that with respect to the equity of any Competitive Business which is or becomes publicly traded, such SMD’s ownership as a passive investor of less than 3% of the outstanding publicly traded stock of a Competitive Business shall not be deemed a violation of this Agreement at Non-Competition Agreement; provided further that if such SMD’s service with Blackstone is terminated without Cause by Blackstone, then the foregoing period of time will be reduced to 90 days rather than twelve months. For purposes of this Non-Competition Agreement, “Competitive Business” means any timebusiness, he agrees in any geographical or market area where Blackstone conducts business or provides products or services, that for a twelve (12) month period following the termination of his employment competes with the Companybusiness of Blackstone, including any business in which Blackstone engaged during the Executive shall not hire or solicit term of such SMD’s service and any employee of the Company employed business that Blackstone was actively considering conducting at the time of his terminationsuch SMD’s termination of service and of which such SMD has, or encourage any such employee to leave such employmentreasonably should have, knowledge. d. If the Executive commits a material breach ofB. Non-Solicitation of Clients/Investors. Each SMD shall not, the Covenantsdirectly or indirectly, the Company shall have the rights and remedy (in addition toduring such SMD’s service with Blackstone, and not in lieu offor a period ending twelve months following (i) the termination by Blackstone of such SMD’s service pursuant to Sections 5(a) or 5(b) of the SMD Agreement, any other rights and remedies available to the Company at law or in equity) to seek injunctive relief, including permanent injunctions; (ii) the commencement of such SMD’s Garden Leave Period pursuant to have the Covenants specifically enforced by any court of competent jurisdiction (it being agreed that any breach or threatened breach Section 5(d) of the Covenants would cause irreparable injury SMD Agreement, (a) solicit, or assist any other individual, person, firm or other entity in soliciting, the business of any Client or Prospective Client for or on behalf of an existing or prospective Competitive Business; (b) perform, provide or assist any other individual, person, firm or other entity in performing or providing, services similar to the Company and that money damages would not provide an adequate remedy those provided by Blackstone, for any Client or Prospective Client; or (c) impede or otherwise interfere with or damage (or attempt to the Company; impede or otherwise interfere with or damage) any business relationship and/or agreement between Blackstone and (iiii) to cease a Client or Prospective Client or (ii) any severance payments or benefits which the Executive or his eligible dependents may otherwise be duesupplier. e. The Executive agrees that the Covenants are necessary 1. For purposes of this Non-Competition Agreement, “Client” shall mean any person, firm, corporation or other organization whatsoever for the reasonable and proper protection whom Blackstone provided services (including without limitation any investor in any Blackstone fund, any portfolio company of the Company and that the Covenants are reasonable in respect a Blackstone fund, any client of subject matter, length of time, and geographic scope. The Executive further acknowledges that the Covenants will not unreasonably restrict him from earning a livelihood following the termination of his employment with the Company. f. If any court of competent jurisdiction determines that the Covenants, or any part thereof, are invalid or unenforceable, the remainder of the Covenants shall not thereby be affected and shall be given full effect, without regard to the invalid portions. In such event, the court shall have the power (and the parties hereto request the court) to reduce or modify the duration or scope, Blackstone business group or any other unenforceable aspect person for whom Blackstone renders any service) with respect to whom each SMD, individuals reporting to such SMD or individuals over whom such SMD had direct or indirect responsibility, had personal contact or dealings on Blackstone’s behalf during the three-year period immediately preceding such SMD’s termination of service. “Prospective Client” shall mean any person, firm, corporation or other organization whatsoever with whom Blackstone has had any negotiations or discussions regarding the possible engagement of business, investment in a Blackstone fund, investment in or provision of services to any portfolio company of a Blackstone fund, or the performance of business services within the eighteen months preceding such provisionSMD’s termination of service with Blackstone with respect to whom such SMD, as the case may beindividuals reporting to such SMD or individuals over whom such SMD had direct or indirect responsibility, and, in its reduced had personal contact or modified form, enforce dealing on Blackstone’s behalf during such provision to the maximum extent permissibleeighteen-month period. g. The provisions of this Section 6 so far as they relate to the period after the end of the term of this Agreement shall continue to have effect and shall operate as a separate agreement between the Company and the Executive; provided, however, that the provisions of Section 6 (b) shall terminate.

Non-Competition and Non-Solicitation Covenants. a. The Executive acknowledges that i) he will be employed as a high-level employee in an executive and managerial capacity; ii) During his employment with the Company gives him access to confidential and proprietary information concerning for a period of one (1) year thereafter (the “Restricted Period”), except in the case of termination without Cause or resignation for Good Reason, whatever the reason for Executive’s termination of employment, unless Executive receives the Company; iii) his prior employment with South West gave him access to confidential and proprietary information concerning South West; iv) the agreements and covenants contained in this Section 6 (the "Covenants") are essential to protect the business of the Company and to protect the Company's investment in South West; and v) the ’s advance written waiver, Executive is to receive consideration pursuant to this Agreement and the Merger Agreement. b. During the period of the Executive's employment, the Executive agrees that he will shall not, either directly or indirectly, either on his own behalf or on behalf of anyone other than the Companyanother business, engage in any managerial, executive, sales, or marketing activities related to assist others in the following activities: (a) Hiring for any business in which the Company is or becomes engaged during the Executive's employment. The Executive acknowledges the competitive nature of the business and the extensive geographic markets served by competes with the Company. The Executive acknowledges that because of his position with the Company his duties will require him to perform, supervise, or assist in performing work throughout the markets served by the Company. The Executive further acknowledges that because of his position with the Company and the broad scope of his duties, he will be in a position to cause substantial harm to the Company were he to compete in the business of the Company or ’s Business (as defined below) any other business in which the Company is or becomes engaged during Executive's employment in the Company's markets. Given the broad scope of Executive's duties, he acknowledges that the geographic scope of the covenants in this paragraph shall be limited to the continental United States. c. Should the Executive person (i) be terminated with or without cause following who was employed by the first 90 days of this AgreementCompany at any time during Executive’s employment, or and (ii) resign from his employment who is employed by the Company at the time of, or otherwise terminate this Agreement at any time, he agrees that for a was so employed during the twelve (12) month period following months immediately prior to, the Executive’s hiring of such person; (b) Soliciting for any business which competes with the Company’s Business, any competitive business from any person or entity that was a Company customer during the twelve (12) months immediately prior to Executive’s termination of his employment, or from specific prospective customers solicited by the Company during the six (6) months immediately prior to Executive’s termination of employment, in each case where such customer or prospective customer was known to the Executive; (c) Entering into, engaging in, being employed by, consulting, or rendering services for, any business which competes with the Company’s Business or business known to Executive to be conducted by the Company or planned to be conducted by the Company at the time of Executive’s separation from employment with the Company, in each case in the capacity of Chief Executive Officer or other title performing functions substantially similar to those performed by Executive as Chief Executive Officer of the Company. This provision shall not hire or solicit any employee restrict Executive from owning a passive investment interest of the outstanding equity ownership or share in an organization represented by securities publicly traded on a recognized national securities exchange for exchange. For purposes of this Agreement, “Company’s Business” shall mean the operation of a publicly-owned real estate investment trust (REIT) in the hotel industry where the majority of the hotels owned by the REIT are located in the Market Area and are of the same general type as the majority of the hotels owned by the Company employed at the time of his terminationExecutive’s separation from employment. “Market Area” shall be defined as Savannah, Georgia; Atlanta, Georgia; Raleigh, North Carolina; Wilmington, North Carolina; Jacksonville, Florida; Tampa, Florida; Hollywood, Florida; Louisville, Kentucky; Philadelphia, Pennsylvania; Laurel, Maryland; Arlington, Virginia; Houston, Texas; and any other city or encourage any such employee to leave such employment. d. If metropolitan area within the Executive commits United States in which a material breach of, the Covenants, hotel owned by the Company shall have the rights and remedy (in addition to, and not in lieu of, any other rights and remedies available or with respect to which the Company at law or in equity) to seek injunctive relief, including permanent injunctions; (ii) to have the Covenants specifically enforced by any court of competent jurisdiction (it being agreed that any breach or threatened breach an affiliate has an ownership interest is located as of the Covenants would cause irreparable injury to the Company and that money damages would not provide an adequate remedy to the Company; and (iii) to cease any severance payments or benefits which the Executive or his eligible dependents may otherwise be due. e. The Executive agrees that the Covenants are necessary for the reasonable and proper protection date of the Company and that the Covenants are reasonable in respect of subject matter, length of time, and geographic scope. The Executive further acknowledges that the Covenants will not unreasonably restrict him Executive’s separation from earning a livelihood following the termination of his employment with the Company. f. If any court . For the avoidance of competent jurisdiction determines that the Covenants, or any part thereof, are invalid or unenforceabledoubt, the remainder of the Covenants shall not thereby be affected and shall be given full effect, without regard to the invalid portions. In such event, the court shall have the power (and the parties hereto request the court) to reduce or modify the duration or scope, or any other unenforceable aspect of such provision, as the case may be, and, restrictions set forth in its reduced or modified form, enforce such provision to the maximum extent permissible. g. The provisions of this Section 6 so far as they relate to the period after the end of the term 8 of this Agreement shall continue to have effect and shall operate as a separate agreement between not apply in the event that the Company and the terminates Executive; provided’s employment without Cause, howeveror Executive resigns his employment for Good Reason, that the provisions of Section 6 (b) shall terminateboth as defined herein.

Non-Competition and Non-Solicitation Covenants. a. The Executive acknowledges that i) he will be employed as a highA. Non-level employee in an executive and managerial capacity; ii) his employment with the Company gives him access to confidential and proprietary information concerning the Company; iii) his prior employment with South West gave him access to confidential and proprietary information concerning South West; iv) the agreements and covenants contained in this Section 6 (the "Covenants") are essential to protect the business of the Company and to protect the Company's investment in South West; and v) the Executive is to receive consideration pursuant to this Agreement and the Merger Agreement. b. During the period of the Executive's employment, the Executive agrees that he will Competition. Each SMD shall not, on behalf of anyone other than the Companydirectly or indirectly, engage in any managerialduring such SMD’s service with Blackstone, executive, sales, or marketing activities related to any business in which the Company is or becomes engaged during the Executive's employment. The Executive acknowledges the competitive nature of the business and the extensive geographic markets served by the Company. The Executive acknowledges that because of his position with the Company his duties will require him to perform, supervise, or assist in performing work throughout the markets served by the Company. The Executive further acknowledges that because of his position with the Company and the broad scope of his duties, he will be in for a position to cause substantial harm to the Company were he to compete in the business of the Company or any other business in which the Company is or becomes engaged during Executive's employment in the Company's markets. Given the broad scope of Executive's duties, he acknowledges that the geographic scope of the covenants in this paragraph shall be limited to the continental United States. c. Should the Executive period ending twelve months following (i) be terminated with the termination by Blackstone of such SMD’s service pursuant to Section 5(a) or without cause following 5(b) of the first 90 days of this SMD Agreement, or (ii) resign from his employment or otherwise terminate this Agreement at any time, he agrees that for a twelve (12the commencement of such SMD’s Garden Leave Period pursuant to Section 5(d) month period following the termination of his employment with the Company, the Executive shall not hire or solicit any employee of the Company employed at the time of his terminationSMD Agreement, or encourage any such employee to leave such employment. d. If the Executive commits a material breach ofassociate (including, the Covenants, the Company shall have the rights and remedy (in addition but not limited to, and not in lieu ofassociation as a sole proprietor, owner, employer, principal, investor, joint venturer, shareholder, associate, employee, member, consultant, contractor or otherwise) with any other rights and remedies available to the Company at law Competitive Business or in equity) to seek injunctive relief, including permanent injunctions; (ii) to have the Covenants specifically enforced by any court of competent jurisdiction (it being agreed that any breach or threatened breach of the Covenants would cause irreparable injury to the Company and that money damages would not provide an adequate remedy to the Company; and (iii) to cease affiliates, related entities, successors or assigns of any severance payments or benefits which the Executive or his eligible dependents may otherwise be due. e. The Executive agrees that the Covenants are necessary for the reasonable and proper protection of the Company and that the Covenants are reasonable in respect of subject matter, length of time, and geographic scope. The Executive further acknowledges that the Covenants will not unreasonably restrict him from earning a livelihood following the termination of his employment with the Company. f. If any court of competent jurisdiction determines that the Covenants, or any part thereof, are invalid or unenforceable, the remainder of the Covenants shall not thereby be affected and shall be given full effect, without regard to the invalid portions. In such event, the court shall have the power (and the parties hereto request the court) to reduce or modify the duration or scope, or any other unenforceable aspect of such provision, as the case may be, and, in its reduced or modified form, enforce such provision to the maximum extent permissible. g. The provisions of this Section 6 so far as they relate to the period after the end of the term of this Agreement shall continue to have effect and shall operate as a separate agreement between the Company and the ExecutiveCompetitive Business; provided, however, that with respect to the provisions equity of any Competitive Business which is or becomes publicly traded, such SMD’s ownership as a passive investor of less than 3% of the outstanding publicly traded stock of a Competitive Business shall not be deemed a violation of this Non-Competition Agreement; B-1 provided further that if such SMD’s service with Blackstone is terminated without Cause by Blackstone, then the foregoing period of time will be reduced to 90 days rather than twelve months. For purposes of this Non-Competition Agreement, “Competitive Business” means any business, in any geographical or market area where Blackstone conducts business or provides products or services, that competes with the business of Blackstone, including any business in which Blackstone engaged during the term of such SMD’s service and any business that Blackstone was actively considering conducting at the time of such SMD’s termination of service and of which such SMD has, or reasonably should have, knowledge, B. Non-solicitation of Clients/Investors. Each SMD shall not, directly or indirectly, during such SMD’s service with Blackstone, and for a period ending twelve months following (i) the termination by Blackstone of such SMD’s service pursuant to Sections 5(a) or 5(b) of the SMD Agreement, or (ii) the commencement of such SMD’s Garden Leave Period pursuant to Section 6 5(d) of the SMD Agreement, (a) solicit, or assist any other individual, person, firm or other entity in soliciting, the business of any Client or Prospective Client for or on behalf of an existing or prospective Competitive Business; (b) perform, provide or assist any other individual, person, firm or other entity in performing or providing, services similar to those provided by Blackstone, for any Client or Prospective Client; or (c) impede or otherwise interfere with or damage (or attempt to impede or otherwise interfere with or damage) any business relationship and/or agreement between Blackstone and (i) a Client or Prospective Client or (ii) any supplier. (1) For purposes of this Non-Competition Agreement, “Client” shall terminatemean any person, firm, corporation or other organization whatsoever for whom Blackstone provided services (including, without limitation, any investor in any Blackstone fund, any portfolio company) of a Blackstone fund, any client of any Blackstone business group or any other person for whom Blackstone renders any service) with respect to whom cash SMD, individuals reporting to such SMD or individuals over whom such SMD had direct or indirect responsibility, had personal contact or dealings on Blackstone’s behalf during the three-year period immediately preceding such SMD’s termination of service. “Prospective Client” shall mean any person, firm, corporation or other organization whatsoever with whom Blackstone has had any negotiations or discussions regarding the possible engagement of business, investment in a Blackstone fund, investment in or provision of services to any portfolio company of a Blackstone fund, or the performance of business services within the eighteen months preceding such SMD’s termination of service with Blackstone with respect to whom such SMD, individuals reporting to such SMD or individuals over whom such SMD had direct or indirect responsibility, had personal contact or dealing on Blackstone’s behalf during such eighteen-month period.

Non-Competition and Non-Solicitation Covenants. a. The Executive (a) In order to maximize and protect the value of the goodwill, proprietary information and relationships and other intangible assets of the business associated with the Class A Units being Exchanged by each of Pell and Younes in connection with the issuance of Class A Shares by the Corporation pursuant to an Exchange, each of Pell and Younes hereby covenants and agrees that he shall not, during the period commencing on the date hereof and ending on the second anniversary of the date upon which such Principal ceases to be employed by the Corporation or any of its Controlled Affiliates, without the prior written consent of the Corporation: (i) either alone or in concert or association with others, engage in any Prohibited Competition Activity; (ii) directly or indirectly (A) solicit or induce any Person for the purpose of causing any funds or accounts with respect to which the Corporation or any of its Controlled Affiliates provides Investment Management Services to be withdrawn from the Corporation or any such Controlled Affiliates or (B) solicit or induce any employee or agent of, or consultant to, the Corporation or any of its Controlled Affiliates to terminate its, his or her relationship with the Corporation or any such Controlled Affiliates; and/or (iii) hire any employee or agent of, or consultant to, the Corporation or any of its Controlled Affiliates (other than clerks, secretaries and executive assistants) or any Person who was such an employee, agent or consultant (other than clerks, secretaries and executive assistants) at any time during the one-year period preceding a termination of the Employment Term (as defined in Pell’s or Younes’s Employment Agreement, as applicable). (b) Each of Pell and Younes acknowledges that his covenants under this Article 4 are a condition precedent to the delivery of Class A Shares under Article 2 and such Class A Shares would not have been delivered in the absence of his covenants. In addition, in light of each of Pell’s and Younes’s education, skills, abilities and financial resources, he agrees that he will not assert, and it should not be considered, that any provision of this Article 4 prevents him from earning a living or otherwise are void, voidable or unenforceable or should be voided or held unenforceable. (i) The limitations set forth in Section 4.01(a) shall immediately terminate with respect to each of Pell and Younes upon the cessation of his employment with the Corporation following a Change of Control if his employment with the Corporation is terminated without Cause or he will be employed as a high-level employee resigns with Good Reason. (ii) The limitations set forth in an executive Section 4.01(a) also shall immediately terminate with respect to each of Pell and managerial capacity; iiYounes if (A) his employment with the Company gives him access to confidential and proprietary information concerning Corporation ceases following a Potential Change of Control as the Company; iii) his prior employment with South West gave him access to confidential and proprietary information concerning South West; iv) the agreements and covenants contained in this Section 6 (the "Covenants") are essential to protect the business result of the Company and to protect the Company's investment in South West; and v) the Executive is to receive consideration pursuant to this Agreement and the Merger Agreement. b. During the period of the Executive's employment, the Executive agrees that he will not, on behalf of anyone other than the Company, engage in any managerial, executive, sales, or marketing activities related to any business in which the Company is or becomes engaged during the Executive's employment. The Executive acknowledges the competitive nature of the business and the extensive geographic markets served a termination by the Company. The Executive acknowledges that because Corporation without Cause or a resignation by him for Good Reason, and (B) such cessation of employment was not preceded by his position with the Company failure to reasonably cooperate (in his duties will require him to perform, supervise, or assist in performing work throughout the markets served by the Company. The Executive further acknowledges that because of his position with the Company and the broad scope of his duties, he will be in a position to cause substantial harm to the Company were he to compete in the business of the Company or any other business in which the Company is or becomes engaged during Executive's employment in the Company's markets. Given the broad scope of Executive's duties, he acknowledges that the geographic scope of the covenants in this paragraph shall be limited to the continental United States. c. Should the Executive (i) be terminated with or without cause following the first 90 days of this Agreement, or (ii) resign from his employment or otherwise terminate this Agreement at any time, he agrees that for a twelve (12) month period following the termination of his employment with the Company, the Executive shall not hire or solicit any capacity as an employee of the Company employed at the time of his termination, or encourage any such employee to leave such employment. d. If the Executive commits a material breach of, the Covenants, the Company shall have the rights and remedy (in addition toCorporation, and not in lieu ofhis capacity as a director or stockholder of the Corporation) with any strategic initiatives that, any other rights and remedies available at or prior to the Company at law time of such cessation of employment, had the affirmative support or in equity) to seek injunctive relief, including permanent injunctions; (ii) to have the Covenants specifically enforced by any court of competent jurisdiction (it being agreed that any breach or threatened breach consent of the Covenants would cause irreparable injury to the Company and that money damages would not provide an adequate remedy to the Company; and (iii) to cease Board or any severance payments or benefits which the Executive or his eligible dependents may otherwise be due. e. The Executive agrees that the Covenants are necessary for the reasonable and proper protection authorized committee of the Company and that the Covenants are reasonable in respect of subject matter, length of time, and geographic scope. The Executive further acknowledges that the Covenants will not unreasonably restrict him from earning a livelihood following the termination of his employment with the CompanyBoard. f. If any court of competent jurisdiction determines that the Covenants, or any part thereof, are invalid or unenforceable, the remainder of the Covenants shall not thereby be affected and shall be given full effect, without regard to the invalid portions. In such event, the court shall have the power (and the parties hereto request the court) to reduce or modify the duration or scope, or any other unenforceable aspect of such provision, as the case may be, and, in its reduced or modified form, enforce such provision to the maximum extent permissible. g. The provisions of this Section 6 so far as they relate to the period after the end of the term of this Agreement shall continue to have effect and shall operate as a separate agreement between the Company and the Executive; provided, however, that the provisions of Section 6 (b) shall terminate.