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

Non-Competition and Non-Solicitation. While employed by the Company and for 12 months after termination of the Executive’s employment for any reason (the “Restricted Period”), the Executive agrees not to, directly or indirectly, in the United States or elsewhere where the any member of the Company Group (as defined below) is engaged in business, on such person’s own behalf or on the behalf of another (including as a shareholder, member, partner, joint venturer or investor of another person): (i) engage in, own, control, advise, manage, serve as a director, officer or employee of, act as a consultant to or contractor or other agent for, receive any economic benefit from or exert any influence upon, any business or activity that competes, directly or indirectly, with the business of the Company Group (a “Competitive Business”); (ii) solicit, divert or attempt to solicit or divert any person who as of the date of the Executive’s termination of employment is or was, within the one-year period prior to such date, a customer, client, supplier or other business relationship of any member of the Company Group, or within the one-year period prior to such date, was solicited to become a customer, client, supplier or other business relationship of any member of the Company Group (each, a “Company Customer”), for the purpose of attempting to persuade any such Company Customer to cease to do business or to reduce the amount of business which any such Company Customer has customarily done or contemplates doing with any member of the Company Group; or (iii) hire, employ, engage or solicit for employment or services any officer, employee or consultant of any member of the Company Group as of the date of termination of the Executive’s employment or at any time in the 12 months prior to the Executive’s termination of employment, in each case until the date that is 12 months after the date on which such officer, employee or consultant ceases to be employed by any member of the Company Group, or encourage or induce any such individual to leave his or her employment or service relationship with any member of the Company Group; provided that the term “solicit for employment or services” as used in this clause (iv) shall not be deemed to include generalized searches for employees through media advertisements of general circulation, employment search firms, open job fairs or otherwise. Notwithstanding the foregoing, if the Executive’s principal place of employment is in the State of California, this Section 6(c) shall not apply for any period following the Executive’s termination of employment for any reason.

Non-Competition and Non-Solicitation. While employed by Participant agrees to comply fully with any written agreement between the Company and the Participant which provides for 12 months after post-termination of the Executive’s employment for any reason restrictions against solicitation or competition (the “Restricted PeriodRestrictive Covenant Agreement”); provided, however, that if no such Restrictive Covenant Agreement exists, the Executive agrees Participant shall not tofor a period of [six (6)][twelve (12)][eighteen (18)] months after Participant’s voluntary termination of employment with Company or involuntary termination of employment by Company, either himself or together with other persons, directly or indirectly: (i) own, manage, operate, finance, join, control or participate in the United States ownership, management, operation, financing, or elsewhere where the any member control of the Company Group (or be connected as defined below) is engaged in businessan officer, on such person’s own behalf or on the behalf of another (including as a shareholderdirector, memberemployee, partner, joint venturer principal, agent, representative, consultant or investor of another person): (i) engage otherwise with, or have any financial interest in, own, control, advise, manage, serve as a director, officer or employee aid or assist anyone else in the conduct of, act as a consultant or use or permit Participant’s name to or contractor or other agent for, receive any economic benefit from or exert any influence uponbe used in connection with, any business engaged in the research, development, manufacture, sale, marketing or activity that competesdistribution of stainless steel, directly titanium, specialty alloys, metal powders or indirectly, metal fabricated parts or components similar to or competitive with the business of those manufactured by the Company Group (a “Competitive Competing Business”); (ii) solicit, divert or attempt to solicit or divert any person who as of the date the Participant’s employment with Company ends; provided, however, that nothing herein shall prevent the Participant from investing in the securities of any company listed on a national securities exchange, provided that Participant’s involvement with any such company is solely that of a stockholder of 5% or less of any class of the Executive’s termination of employment outstanding securities thereof; (ii) solicit or divert to any Competing Business any individual or entity that is a customer or was, within the one-year period prior to such date, a customer, client, supplier or other business relationship of any member prospective customer of the Company Groupor its subsidiaries or affiliates, or within the one-year period prior to was such date, was solicited to become a customer, client, supplier customer or other business relationship of any member of the Company Group (each, a “Company Customer”), for the purpose of attempting to persuade any such Company Customer to cease to do business or to reduce the amount of business which any such Company Customer has customarily done or contemplates doing with any member of the Company Group; or (iii) hire, employ, engage or solicit for employment or services any officer, employee or consultant of any member of the Company Group as of the date of termination of the Executive’s employment or prospective customer at any time in during the 12 eighteen (18) months prior to the Executivedate of Participant’s employment termination of employmentwith the Company; (iii) induce, in each case until the date offer, assist, encourage or suggest (A) that is 12 months after the date on which such officeranother business or enterprise offer employment to or enter into a business affiliation with any Company employee, employee agent or consultant ceases to be employed by representative, or any member individual who acted as an employee, agent or representative of the Company Groupin the previous six (6) months; or (B) that any Company employee, agent or encourage representative (or induce any such individual to leave who acted as an employee, agent or representative of the Company in the previous six (6) months) terminate his or her employment or service relationship business affiliation with the Company; or (iv) hire or participate in the hiring of any member Company employee or any person who was an employee of the Company Group; provided in the previous six (6) months, by any business, enterprise or employer. For this purpose, “prospective customer” shall mean a person or business entity that the term “solicit for employment Company has identified as a user or services” as used potential user of the Company’s products and toward which the Company plans to direct sales or marketing activities. In the event that the Company determines in this clause (iv) shall not be deemed to include generalized searches for employees through media advertisements good faith that the Participant violated the terms of general circulationany Restrictive Covenant Agreement, employment search firms, open job fairs or otherwise. Notwithstanding the foregoingor, if there is no Restrictive Covenant Agreement, the Executive’s principal place provisions of employment the preceding paragraph: (i) this Award shall be forfeited and (ii) the Participant shall be obligated to return to the Company any shares previously issued under this Award or a cash payment equal to the value of the shares at the time such shares were sold or transferred, if any or all of the Award has been issued to the Participant or such recoupment is in the State of California, this Section 6(c) shall not apply for any period following the Executive’s termination of employment for any reasonrequired by law.

Non-Competition and Non-Solicitation. While employed (a) Unless the following covenants are waived in whole or in part by the Company and in accordance with Section 7, for 12 months a period of two years after the effective date of termination of your employment with the Executive’s employment for any reason Company (the “Restricted Period”Termination Date) (irrespective of the reason for, or manner of, such termination), the Executive agrees not toyou shall not, directly or indirectly, in the United States or elsewhere where the any member of the Company Group (as defined below) is engaged in business, on such person’s own behalf or on the behalf of another (including as a shareholder, member, partner, joint venturer or investor of another person):: (i) engage insolicit, ownrecruit or hire, controlor in any manner assist in the soliciting, advise, manage, serve as a director, officer recruitment or employee of, act as a consultant to or contractor or other agent for, receive hiring of (A) any economic benefit from or exert any influence upon, any business or activity that competes, directly or indirectly, with the business of the Company Group employees of PAETEC Holding or any Subsidiary or any individuals who were employed by PAETEC Holding or any Subsidiary within 12 months before the Termination Date, or (B) any of the sales agents or independent sales agents of PAETEC Holding or any Subsidiary, or any individual or Person that was a “Competitive Business”)sales agent or independent sales agent of PAETEC Holding or any Subsidiary within 12 months before the Termination Date; (ii) solicitindividually or as an officer, director, employee, shareholder or equity owner (other than as a shareholder or other equity owner of less than 1% of the outstanding capital stock of a publicly traded company), consultant, contractor, partner, joint venturer, agent, manager, or other representative, work for, become employed by or perform services for any corporation or other Person that is competitive with the Company’s Business or that would divert business from PAETEC Holding or any Subsidiary in any geographical area in which PAETEC Holding or any Subsidiary is then conducting operations (such competitive corporation or other Person, an “Other Enterprise”), provided that you shall not be restricted from working for, becoming employed by or performing services for any Other Enterprise, even if another division, subsidiary or Affiliate of such Other Enterprise is competitive with the Company’s Business or would divert business from PAETEC Holding or any Subsidiary, so long as you do not perform any services for such division, subsidiary or Affiliate, and provided, further, that you shall not be restricted under this Section 3(b)(ii) from competing with any business of PAETEC Holding or any Subsidiary if you did not provide any services to such business of PAETEC Holding or such Subsidiary or did not possess or have knowledge of Company Confidential Information within the 24-month period before the Termination Date; (iii) solicit on behalf of any Other Enterprise, or accept on behalf of any Other Enterprise, business from any individual, business or organization that was known by you to be a customer of PAETEC Holding or any Subsidiary, or identified by PAETEC Holding or any Subsidiary as a prospective customer of PAETEC Holding or such Subsidiary, in each case as of or within 12 months before the Termination Date; or (iv) take any action to influence or attempt to solicit influence customers, prospective customers, vendors or suppliers of PAETEC Holding or any Subsidiary known to you to divert their business to any person who as Other Enterprise or take any action which is intended, or would reasonably be expected, to affect adversely PAETEC Holding or any Subsidiary, the Company’s Business, the reputation of PAETEC Holding or any Subsidiary, or the relationship of PAETEC Holding or any Subsidiary with its customers, prospective customers, vendors or suppliers. (b) The parties agree that if a court of competent jurisdiction finds that any term of this Section 3 is for any reason unenforceable because it is overly broad in scope or duration, such term shall be modified to the minimum extent necessary to make it enforceable. Further, the covenants in this Section 3 shall be deemed to be a series of separate covenants and agreements, one for each and every region of each state, territory, possession or other political division of the date United States of America and each other political division worldwide. If, in any judicial proceeding, a court of competent jurisdiction shall refuse to enforce any of the Executive’s termination of employment is or wasseparate covenants deemed included herein, within then, at the one-year period prior to such date, a customer, client, supplier or other business relationship of any member option of the Company GroupCompany, or within the one-year period prior to such date, was solicited to become a customer, client, supplier or other business relationship of any member of the Company Group (each, a “Company Customer”), wholly unenforceable covenants shall be deemed eliminated from this Section 3 for the purpose of attempting such proceeding to persuade the extent necessary to permit the remaining separate covenants to be enforced in such proceeding. In addition, if a court or other enforcement body finds that any provision of this Section 3 may not be enforced as written because of a public policy, you agree that such Company Customer court or enforcement body shall modify and construe such provision to cease permit its enforcement to do business or to reduce the amount of business which any such Company Customer has customarily done or contemplates doing with any member maximum extent permitted by law. (c) You acknowledge the highly competitive nature of the industry in which the Company Groupis involved and further as follows: (i) your services to the Company are special and unique; or (ii) your work for the Company shall allow you access to Company Confidential Information, including trade secrets, and customers; (iii) hirethe Company’s business is conducted throughout the United States and over the Internet and World Wide Web, employ, engage or solicit for employment or services any officer, employee or consultant of any member of enabling the Company Group as of the date of termination of the Executive’s employment or at any time in the 12 months prior and you to the Executive’s termination of employment, in each case until the date that is 12 months after the date on which such officer, employee or consultant ceases regularly provide services to be employed by any member of the Company Group, or encourage or induce any such individual to leave his or her employment or service relationship with any member of the Company Groupcustomers nationwide; provided that the term “solicit for employment or services” as used in this clause (iv) shall PAETEC Holding would not be deemed to include generalized searches have entered into this Agreement but for employees through media advertisements of general circulation, employment search firms, open job fairs or otherwise. Notwithstanding the foregoing, if the Executive’s principal place of employment is covenants and agreements contained in the State of California, this Section 6(c3; and (v) shall the agreements and covenants contained in this Section 3 are reasonable and are necessary and essential to protect the business, Company Confidential Information, including trade secrets, and goodwill of the Company. You further acknowledge that this Agreement does not apply for restrict your ability to be gainfully employed, and you acknowledge that the geographic boundaries, scope of prohibited activities, and duration of the covenants set forth in this Section 3 are reasonable in nature and no broader than are necessary to protect the legitimate business interests of the Company. You agree not to raise any period following objection to the Executive’s termination reasonableness of employment for this Section 3 in any reasonaction or proceeding to enforce the terms of this Agreement.

Non-Competition and Non-Solicitation. While employed by The Parties have agreed that the Company primary service area of the Employer’s operations, including lending and deposit taking functions, in which Executive will actively participate extends to an area that encompasses a thirty-five (35)-mile radius from each banking or other office location of the Employer and any Affiliates as of the Termination Date (such area, the “Restrictive Area”). Therefore, as an essential ingredient of and in consideration of this Agreement and Executive’s employment with the Employer, Executive, during Executive’s employment with the Employer and for 12 months after the Restrictive Period immediately following the termination of the Executive’s employment for any reason (reason, whether such termination occurs during the “Restricted Period”)Employment Period or thereafter, the Executive agrees shall not to, directly or indirectly, in the United States or elsewhere where the indirectly do any member of the Company Group (as defined below) is engaged in business, on such person’s own behalf or on the behalf of another (including as a shareholder, member, partner, joint venturer or investor of another person):following: (i) engage Engage or invest in, own, manage, operate, finance, control, adviseparticipate in the ownership, managemanagement, operation or control of, be employed by, associated with or in any manner connected with, serve as a director, officer or employee ofconsultant to, act as a consultant lend Executive’s name or any similar name to, lend Executive’s credit to or contractor render services or other agent foradvice to, receive in each case in the capacity that Executive provided services to the Employer or any economic benefit from or exert any influence uponAffiliate, any business or activity Financial Institution; provided, however, that competes, directly or indirectly, with the business ownership by Executive of shares of the Company Group capital stock of any Financial Institution, which shares are listed on a securities exchange or quoted on the National Association of Securities Dealers Automated Quotation System and which do not represent more than five (a “Competitive Business”)5) percent (5%) of the institution’s outstanding capital stock, shall not violate any terms of this Agreement; (ii) solicit, divert Either for Executive or any Financial Institution: (A) induce or attempt to solicit or divert induce any person who as employee of the date Employer or any of its Affiliates with whom Executive had significant contact to leave the employ of the Executive’s termination Employer or any of employment is its Affiliates; (B) in any way interfere with the relationship between the Employer or was, within any of its Affiliates and any employee of the one-year period prior Employer or any of its Affiliates with whom Executive had significant contact; or (C) induce or attempt to such date, a induce any customer, clientsupplier, supplier licensee or other business relationship of any member relation of the Company Group, Employer or within the one-year period prior to such date, was solicited to become a customer, client, supplier or other business relationship any of any member of the Company Group (each, a “Company Customer”), for the purpose of attempting to persuade any such Company Customer its Affiliates with whom Executive had significant contact to cease to do doing business with the Employer or to reduce any of its Affiliates or in any way interfere with the amount relationship between the Employer or any of its Affiliates and their respective customers, suppliers, licensees or business which any such Company Customer has customarily done or contemplates doing relations with any member of the Company Groupwhom Executive had significant contact; or (iii) hireEither for Executive or any Financial Institution, employsolicit the business of any person or entity known to Executive to be a customer of the Employer or any of its Affiliates, engage where Executive had significant contact with such person or solicit for employment entity, with respect to products, activities or services any officerthat compete in whole or in part with the products, employee activities or consultant of any member services of the Company Group as Employer or any of the date of termination of the Executive’s employment or at any time in the 12 months prior to the Executive’s termination of employment, in each case until the date that is 12 months after the date on which such officer, employee or consultant ceases to be employed by any member of the Company Group, or encourage or induce any such individual to leave his or her employment or service relationship with any member of the Company Group; provided that the term “solicit for employment or services” as used in this clause (iv) shall not be deemed to include generalized searches for employees through media advertisements of general circulation, employment search firms, open job fairs or otherwise. Notwithstanding the foregoing, if the Executive’s principal place of employment is in the State of California, this Section 6(c) shall not apply for any period following the Executive’s termination of employment for any reasonits Affiliates.

Non-Competition and Non-Solicitation. While employed by Participant agrees to comply fully with any written agreement between the Company and the Participant which provides for 12 post-termination of employment restrictions against solicitation or competition (the “Restrictive Covenant Agreement”); provided, however, that if no such Restrictive Covenant Agreement exists, the Participant shall not for a period of [six (6)] [twelve (12)] [eighteen (18)] months after termination of the Executive’s employment for any reason (the “Restricted Period”)by Company, the Executive agrees not toeither himself or together with other persons, directly or indirectly: (i) own, manage, operate, finance, join, control or participate in the United States ownership, management, operation, financing, or elsewhere where the any member control of the Company Group (or be connected as defined below) is engaged in businessan officer, on such person’s own behalf or on the behalf of another (including as a shareholderdirector, memberemployee, partner, joint venturer principal, agent, representative, consultant or investor of another person): (i) engage otherwise with, or have any financial interest in, own, control, advise, manage, serve as a director, officer or employee aid or assist anyone else in the conduct of, act as a consultant or use or permit Participant’s name to or contractor or other agent for, receive any economic benefit from or exert any influence uponbe used in connection with, any business engaged in the research, development, manufacture, sale, marketing or activity that competesdistribution of stainless steel, directly titanium, specialty alloys, metal powders or indirectly, metal fabricated parts or components similar to or competitive with the business of those manufactured by the Company Group (a “Competitive Competing Business”); (ii) solicit, divert or attempt to solicit or divert any person who as of the date the Participant’s employment with Company ends; provided, however, that nothing herein shall prevent the Participant from investing in the securities of any company listed on a national securities exchange, provided that Participant’s involvement with any such company is solely that of a stockholder of 5% or less of any class of the Executive’s termination of employment outstanding securities thereof; (ii) solicit or divert to any Competing Business any individual or entity that is a customer or was, within the one-year period prior to such date, a customer, client, supplier or other business relationship of any member prospective customer of the Company Groupor its subsidiaries or affiliates, or within was such a customer or prospective customer at any time during the one-year period three (3) years prior to such datethe date of Participant’s employment termination with the Company; (iii) induce, was solicited offer, assist, encourage or suggest (A) that another business or enterprise offer employment to become or enter into a customerbusiness affiliation with any Company employee, clientagent or representative, supplier or other business relationship of any member individual who acted as an employee, agent or representative of the Company Group in the previous six (each6) months; or (B) that any Company employee, a “Company Customer”)agent or representative (or individual who acted as an employee, for the purpose of attempting to persuade any such Company Customer to cease to do business agent or to reduce the amount of business which any such Company Customer has customarily done or contemplates doing with any member representative of the Company Group; or (iii) hire, employ, engage or solicit for employment or services any officer, employee or consultant of any member of the Company Group as of the date of termination of the Executive’s employment or at any time in the 12 months prior to the Executive’s termination of employment, in each case until the date that is 12 months after the date on which such officer, employee or consultant ceases to be employed by any member of the Company Group, or encourage or induce any such individual to leave previous six (6) months) terminate his or her employment or service relationship business affiliation with the Company; or (iv) hire or participate in the hiring of any member Company employee or any person who was an employee of the Company Group; provided in the previous six (6) months, by any business, enterprise or employer. For this purpose, “prospective customer” shall mean a person or business entity that the term “solicit for employment Company has identified as a user or services” as used potential user of the Company’s products and toward which the Company plans to direct sales or marketing activities. In the event that the Company determines in this clause (iv) shall not be deemed to include generalized searches for employees through media advertisements good faith that the Participant violated the terms of general circulationany Restrictive Covenant Agreement, employment search firms, open job fairs or otherwise. Notwithstanding the foregoingor, if there is no Restrictive Covenant Agreement, the Executive’s principal place provisions of employment the preceding paragraph: (i) this Award shall be forfeited and (ii) the Participant shall be obligated to return to the Company any shares previously issued under this Award or a cash payment equal to the value of the shares at the time such shares were sold or transferred, if any or all of the Award has been issued to the Participant or such recoupment is in the State of California, this Section 6(c) shall not apply for any period following the Executive’s termination of employment for any reasonrequired by law.

Non-Competition and Non-Solicitation. While employed (a) During the Employment Period and for a period of one (1) year thereafter (the “Non-Compete Period”), the Executive shall not engage, directly or indirectly, whether as principal, agent, employee, consultant, distributor, representative, five percent (5%) or greater stockholder or otherwise, in any business activities in the United States of America or any other jurisdiction in which the Parent or any of its direct or indirect subsidiaries operate, which are in any way competitive with the business conducted by the Company Parent or any of its direct or indirect subsidiaries during the Employment Period. (b) During the Employment Period and for 12 months after termination a period of two (2) years thereafter (the Executive’s employment for any reason (“Non-Solicitation Period” and together with the Non-Compete Period, the “Restricted Period”), the Executive agrees shall not, directly or indirectly (whether alone or jointly with another Person), (i) solicit for employment, hire, employ, or engage any Person who, at any time during the Non-Solicitation Period, is an officer or employee of the Parent or any of its direct or indirect subsidiaries, including the Company; provided, however, that the preceding sentence does not toprohibit the Executive from (A) soliciting or hiring any Person whose employment, or engagement for services, was terminated by any such Person at least twelve (12) months prior to the date of such solicitation or hire; and provided, further, that such termination was not encouraged by the Executive, or (B) engaging in any general solicitation not targeted at any employee of any such Person, including a non-directed executive search or placing general advertisements for employees in newspapers or other media of general circulation so long as such employee is not hired, directly or indirectly, in by the United States Executive or elsewhere where the any member of his controlled Affiliates or (ii) solicit business from any customer or solicit products or services from any vendor of the Company Group Parent or any of its direct or indirect subsidiaries, including the Company, that interferes with or jeopardizes the business or relationships of any such Person with any such customer or vendor. (as defined belowc) is engaged The Parties acknowledge and agree that the Executive’s obligations under Section 6, this Section 7 and the following Section 8(c) (collectively, the “Covenants”) are of a special, unique and extraordinary nature, that there may be no adequate remedy at law for any breach thereof, that any such breach may allow third parties to compete unfairly with the Parent or any of its direct or indirect parents or subsidiaries, including the Company, resulting in businessirreparable harm to any such Person, on and, therefore, upon any such person’s own behalf breach or on any threat thereof, the behalf Companies shall be entitled to preliminary and permanent, mandatory or negative injunctive relief against any breach or threatened breach by the Executive of another (including as any of the Covenants, without having to post a shareholderbond, member, partner, joint venturer or investor of another person): in addition to whatever remedies they may have at law. The Executive hereby agrees that (i) engage in, own, control, advise, manage, serve as a director, officer or employee of, act as a consultant to or contractor or other agent for, receive any economic benefit from or exert any influence upon, any business or activity that competes, directly or indirectly, with the business terms of the Company Group (a “Competitive Business”); Covenants are reasonable, (ii) solicitthe foregoing restrictions will not prevent him from obtaining gainful employment in his occupation or field of expertise or cause him undue hardship, divert or attempt to solicit or divert and (iii) in the event a court determines that any person who as of the date provisions of the Covenants are unreasonable or contrary to public policy, or invalid or unenforceable for any reason in fact, law or equity, then such provision shall be deemed to be modified to permit its enforcement to the maximum extent permitted by law. So that the Companies may enjoy the full benefits of the covenants set forth in this Section 7, the Executive further agrees that the Restricted Period shall be tolled, and shall not run, during the period of time during which the Executive is in breach of any of the covenants contained in this Section 7, after such time the Company has informed the Executive that he is so in breach. It is also agreed that each of the Parent and its direct or indirect parents or subsidiaries, including the Company, shall have the right to enforce all of the Executive’s termination of employment is or wasobligations to that Affiliate under this Agreement, within the one-year period prior including without limitation pursuant to such date, a customer, client, supplier or other business relationship of any member of the Company Group, or within the one-year period prior to such date, was solicited to become a customer, client, supplier or other business relationship of any member of the Company Group (each, a “Company Customer”), for the purpose of attempting to persuade any such Company Customer to cease to do business or to reduce the amount of business which any such Company Customer has customarily done or contemplates doing with any member of the Company Group; or (iii) hire, employ, engage or solicit for employment or services any officer, employee or consultant of any member of the Company Group as of the date of termination of the Executive’s employment or at any time in the 12 months prior to the Executive’s termination of employment, in each case until the date that is 12 months after the date on which such officer, employee or consultant ceases to be employed by any member of the Company Group, or encourage or induce any such individual to leave his or her employment or service relationship with any member of the Company Group; provided that the term “solicit for employment or services” as used in this clause (iv) shall not be deemed to include generalized searches for employees through media advertisements of general circulation, employment search firms, open job fairs or otherwise. Notwithstanding the foregoing, if the Executive’s principal place of employment is in the State of California, this Section 6(c) shall not apply for any period following the Executive’s termination of employment for any reason7.

Non-Competition and Non-Solicitation. While employed by (a) The Executive agrees and acknowledges that, in connection with the Company Executive's employment with the Employer, the Executive will be provided with access to and become familiar with confidential and proprietary information and trade secrets belonging to the Employer. Executive further acknowledges and agrees that, given the nature of this information and trade secrets, it is likely that such information and trade secrets would inevitably be used or revealed, either directly or indirectly, in any subsequent employment with a competitor of the Employer in any position comparable to the position the Executive holds with the Employer under this Agreement. Accordingly, in consideration of the Executive's employment with the Employer pursuant to this Agreement, and other good and valuable consideration, the receipt of which is hereby acknowledged, Executive agrees that, while the Executive is in the employ of the Employer and for 12 a period equal to the greater of the period during which the Executive receives any severance pursuant to this Agreement, if any, and Twelve (12) months after the termination of the Executive’s employment for any reason (the “Restricted Period”)'s employment, the Executive agrees shall not, either on the Executive's own behalf or on behalf of any third party, except on behalf of the Employer or, with the prior written agreement of the Employer (not toto be unreasonably withheld) or any affiliate of the Employer, directly or indirectly: (1) Other than through the Executive's ownership of stock of the Employer, directly or indirectly, own, manage, operate, join, control, finance or participate in the United States ownership, management, operation, control, or elsewhere where the any member of the Company Group (as defined below) is engaged in businessfinancing of, on such person’s own behalf or on the behalf of another (including be connected as a shareholder, memberproprietor, partner, joint venturer or investor of another person): (i) engage instockholder, ownofficer, control, advise, manage, serve as a director, officer principal, agent, representative, joint venturer, investor, lender, consultant or employee ofotherwise with, act as a consultant or use or permit the Executive's name to or contractor or other agent for, receive any economic benefit from or exert any influence uponbe used in connection with, any business or activity that competes, enterprise engaged directly or indirectly, indirectly in competition with the Business Conducted by the Employer (as hereinafter defined) at any time during such period, and any other business ("Other Business") engaged in by the Employer that Executive is or has been directly involved with during the Twelve (12) month period immediately preceding termination of the Executive's employment. As used in this Agreement, the term "Business Conducted by the Employer" shall mean the discovery, clinical or pre-clinical development, sale and/or manufacture of drugs or drug candidates that are known to be pharmacologically active at the delta and/or mu cell receptor(s), and the acquisition, licensing, development, manufacturing, marketing and distribution of drugs and treatments for such other conditions as the Employer is engaged in addressing during the Twelve (12) month period immediately preceding termination of the Executive's employment. The foregoing, however, shall not prevent Executive from performing services for a business engaged in the biotechnology or biopharmaceutical businesses generally which is not competitive with the Employer, or for a competitive business if such competitive business is also engaged in lines of business which do not compete with the Employer and if Executive's services are restricted to employment in such other lines of business. It is recognized by the Executive and the Employer that the Business Conducted by the Employer is and is expected to continue to be conducted throughout the United States and the world, and that more narrow geographical limitations of any nature on this non-competition covenant (and the non-solicitation provisions set forth in clauses (2) and (3) below) are therefore not appropriate. The foregoing restriction shall not be construed to prohibit the ownership by Executive as a passive investment of not more than one percent (1%) percent of any class of securities of any corporation which is engaged in any of the foregoing businesses having a class of securities registered pursuant to the Securities Exchange Act of 1934, as amended. (2) Attempt in any manner to solicit from a current client or customer of the Employer at the time of the Executive's termination, business of the Company Group (a “Competitive Business”); (ii) solicit, divert type performed by the Employer or attempt to solicit or divert any person who as of the date of the Executive’s termination of employment is or was, within the one-year period prior to such date, a customer, client, supplier or other business relationship of any member of the Company Group, or within the one-year period prior to such date, was solicited to become a customer, client, supplier or other business relationship of any member of the Company Group (each, a “Company Customer”), for the purpose of attempting to persuade any such Company Customer client of the Employer to cease to do business or change the nature of the business or to reduce the amount of business which any such Company Customer client has customarily done or actively contemplates doing with any member of the Company GroupEmployer; or (iii3) hireRecruit, employsolicit or induce, engage or solicit for employment attempt to induce, any person or services any officerentity which, employee or consultant of any member at the time of the Company Group as of the date of termination of the Executive’s 's employment or at any time in during the 12 months Twelve (12) month period prior to the Executive’s such termination of employment, in each case until the date that is 12 months after the date on which such officer, was an employee or consultant ceases to be employed by any member of the Company GroupEmployer or its affiliates, to terminate such employee's employment with, or encourage or induce any otherwise cease such individual to leave his or her employment or service employee's relationship with any member of the Company Group; provided that the term “solicit for employment Employer or services” as its affiliates. As used in this clause Agreement, an affiliate of the Employer is any person or entity that, directly or indirectly, through one or more intermediaries, controls, or is controlled by, or is under common control with, the Employer. (ivb) shall The parties agree that the relevant public policy aspects of covenants not be deemed to include generalized searches for employees through media advertisements of general circulationcompete have been discussed, employment search firmsand that every effort has been made to limit the restrictions placed upon the Executive to those that are reasonable and necessary to protect the Employer's legitimate interests. Executive acknowledges that, open job fairs or otherwise. Notwithstanding the foregoing, if based upon the Executive’s principal place 's education, experience, and training, this non-compete provision will not prevent the Executive from earning a livelihood and supporting himself and the Executive's family during the relevant time period. (c) If any restriction set forth in Section 4.3 is found by any court of employment is competent jurisdiction to be unenforceable because it extends for too long a period of time or over too great a range of activities or geographic area, it shall be interpreted to extend over the maximum period of time, range of activities or geographic areas as to which it may be enforceable. (d) The restrictions contained in 4.3 are necessary for the protection of the business and goodwill of the Employer and/or its affiliates and are considered by the Executive to be reasonable for such purposes. The Executive agrees that any material breach of Section 4.3 will cause the Employer and/or its affiliates substantial and irrevocable damage and therefore, in the State event of Californiaany such breach, in addition to such other remedies which may be available, the Employer shall have the right to seek specific performance and injunctive relief. (e) The provisions of Section 4.3 shall survive termination or expiration of this Section 6(cAgreement. (f) shall not apply for any period following the Executive’s termination of employment for any reason.EXECUTIVE HAS READ AND CAREFULLY CONSIDERED THE TERMS OF THIS AGREEMENT, HAS HAD THE OPPORTUNITY TO CONTACT EXECUTIVE'S OWN LEGAL COUNSEL TO ADVISE EXECUTIVE REGARDING THE TERMS OF THIS AGREEMENT, AND EXECUTIVE NOW AGREES THAT THE TERMS OF THIS AGREEMENT ARE FAIR AND REASONABLE AND ARE REASONABLY REQUIRED FOR THE PROTECTION OF THE INTEREST OF THE EMPLOYER. EXECUTIVE FURTHER AGREES THAT THE RESTRICTIONS AND COVENANTS OF THIS AGREEMENT WILL NOT IMPAIR THE ABILITY OF EXECUTIVE TO SECURE EMPLOYMENT SO AS TO BE ABLE TO MAKE A

Non-Competition and Non-Solicitation. While The Executive acknowledges and agrees that the nature of the Company’s confidential, proprietary, and trade secret information to which the Executive has, and will continue to have, access to derives value from the fact that it is not generally known and used by others in the highly competitive industry in which the Company competes. The Executive further acknowledges and agrees that, even in complete good faith, it would be impossible for the Executive to work in a similar capacity for a competitor of the Company without drawing upon and utilizing information gained during employment with the Company. Accordingly, at all times during the Executive’s employment with the Company and for a period of one (1) year after termination of such employment for Cause, as that term is defined in the Executive Employment Agreement effectively dated as of ________________ (the “Employment Agreement”), the Executive will not, directly or indirectly: (a) Engage in any business or enterprise (whether as owner, partner, officer, director, employee, consultant, investor, lender or otherwise, except as the holder of not more than one percent (1%) of the outstanding capital stock of a company) that directly or indirectly competes with the Company’s business or the business of any of its subsidiaries anywhere in the United States, including but not limited to any business or enterprise that develops, manufactures, markets, or sells any product or service that competes with any product or service developed, manufactured, marketed or sold, or planned to be developed, manufactured, marketed or sold, by the Company or any of its subsidiaries while the Executive was employed by the Seller or the Company; or (b) Either alone or in association with others (i) initiate the solicitation, or facilitate any organization with which the Executive is associated in initiating the solicitation of, any employee of the Company or any of its subsidiaries to leave the employ of the Company or any of its subsidiaries; (ii) solicit for employment, hire or engage as an independent contractor, or facilitate any organization with which the Executive is associated in soliciting for employment, hire or engagement as a independent contractor, any person who was employed by the Company and for 12 months after termination or any of its subsidiaries at any time during the term of the Executive’s employment for with the Seller or the Company or any reason of their respective subsidiaries (provided, that this clause (ii) shall not apply to any individual whose employment with the “Restricted Period”)Seller, the Executive agrees not toCompany or any of its subsidiaries has been terminated for a period of one year or longer); or (iii) initiate the solicitation of business from any customer, directly supplier, licensee or indirectly, in the United States or elsewhere where the any member business relation of the Seller or the Company Group (as defined below) is engaged or any of their respective subsidiaries, induce or attempt to induce, any such entity to cease doing business with the Company or any of its subsidiaries; or in business, on any way interfere with the relationship between any such person’s own behalf entity and the Company or on the behalf any of another (including as a shareholder, member, partner, joint venturer or investor of another person):its subsidiaries. (ic) engage inNotwithstanding the foregoing, ownnothing contained in this Agreement shall preclude the Executive from managing or training mixed martial arts fighters or conducting single martial arts style (e.g., control, advise, manage, serve as a director, officer kick-boxing or employee of, act as a consultant to or contractor or other agent for, receive any economic benefit from or exert any influence upon, any business or activity that competes, directly or indirectly, boxing) promotional events even if such activities are arguably competitive with the business of the Company Group (a “Competitive Business”); (ii) solicit, divert or attempt to solicit or divert any person who as of the date of the Executive’s termination of employment is or was, within the one-year period prior to such date, a customer, client, supplier or other business relationship of any member of the Company Group, or within the one-year period prior to such date, was solicited to become a customer, client, supplier or other business relationship of any member of the Company Group (each, a “Company Customer”), for the purpose of attempting to persuade any such Company Customer to cease to do business or to reduce the amount of business which any such Company Customer has customarily done or contemplates doing with any member of the Company Group; or (iii) hire, employ, engage or solicit for employment or services any officer, employee or consultant of any member of the Company Group as of the date of termination of the Executive’s employment or at any time in the 12 months prior to the Executive’s termination of employment, in each case until the date that is 12 months after the date on which such officer, employee or consultant ceases to be employed by any member of the Company Group, or encourage or induce any such individual to leave his or her employment or service relationship with any member of the Company Group; provided that the term “solicit for employment or services” as used in this clause (iv) shall not be deemed to include generalized searches for employees through media advertisements of general circulation, employment search firms, open job fairs or otherwise. Notwithstanding the foregoing, if the Executive’s principal place of employment is in the State of California, this Section 6(c) shall not apply for any period following the Executive’s termination of employment for any reasonits subsidiaries.

Non-Competition and Non-Solicitation. While employed (a) As part of the consideration for the compensation and benefits to be paid to Executive hereunder, to protect Confidential Information of the Company and its customers and clients that have been and will be entrusted to Executive, the business goodwill of the Company and its subsidiaries that will be developed in and through Executive and the business opportunities that will be disclosed or entrusted to Executive by the Company and its subsidiaries, and as an additional incentive for 12 months after termination the Company to enter into this Agreement, from the date hereof through the first anniversary of the Executive’s employment for any reason Date of Termination (the “Restricted Period”), Executive will not (other than for the Executive agrees not tobenefit of the Company pursuant to this Agreement), directly or indirectly, in the United States or elsewhere where the any member of the Company Group (as defined below) is engaged in business, on such person’s own behalf or on the behalf of another (including as a shareholder, member, partner, joint venturer or investor of another person):: (i) engage in, ownor carry on or assist, control, advise, manage, serve individually or as a principal, owner, officer, director, officer employee, shareholder, consultant, contractor, partner, member, joint venturer, agent, equity owner or employee in any other capacity whatsoever (in any such capacity, an “Investor”), any (A) any business directly competitive with the business in which the Company is engaged from time to time (“Competing Business”) or (B) Business Enterprise (as defined below) that is otherwise directly competitive with the Company within the states in which the Company conducts business; (ii) perform for any corporation, partnership, limited liability company, sole proprietorship, joint venture or other business association or entity (a “Business Enterprise”) engaged in any Competing Business any duty Executive has performed for the Company that involved Executive’s access to, or knowledge or application of, act as a consultant Confidential Information; (iii) induce or attempt to or contractor induce any customer, supplier, licensee or other agent forbusiness relation of the Company to cease doing business with the Company or in any way interfere with the relationship between any such customer, receive supplier, licensee or business relation and the Company; (iv) induce or attempt to induce any economic benefit from customer, supplier, licensee or exert other business relation of the Company with whom Executive had direct business contact in dealings during the Employment Period in the course of his employment with the Company to cease doing business with the Company or in any influence uponway interfere with the relationship between any such customer, supplier, licensee or business relation and the Company; or (v) solicit with the purpose of hiring or hire any business person who is or, within 180 days after such person ceased to be an employee of the Company, was an employee of the Company. (b) Notwithstanding the duration of the restrictions set forth in Section 10(a) above and subject to Section 10(e) below, the restrictions set forth under Sections 10(a)(i) and (ii) shall expire after (x) 180 days following the Date of Termination, if Executive terminates this Agreement under Sections 5(c) or activity that competes4(b) hereof or the Company terminates Executive’s employment without Cause under Sections 5(a) or 4(b) or (y) sixty (60) days following the Date of Termination, if Executive elects to terminate this Agreement for any other reason. (c) Notwithstanding the foregoing restrictions of this Section 10, nothing in this Section 10 shall prohibit (i) any investment by Executive, directly or indirectly, with the business in securities which are issued by a Business Enterprise involved in or conducting a Competing Business, provided that Executive, directly or indirectly, does not own more than five percent (5%) of the Company Group (a “Competitive Business”); outstanding equity or voting securities of such Business Enterprise or (ii) solicitExecutive, divert directly or attempt to solicit or divert indirectly, from owning any person who interest in any Business Enterprise which conducts a Competing Business if such interest in such Business Enterprise is owned as of the date of this Agreement and Executive does not have the Executiveright, in the case of (i) or (ii), through the ownership of a voting interest or otherwise, to direct the activities of or associated with the business of such Business Enterprise. (d) Executive acknowledges that each of the covenants of Section 10(a) are in addition to, and shall not be construed as a limitation upon, any other covenant provided in Section 10(a). Executive agrees that the geographic boundaries, scope of prohibited activities, and time duration of each of the covenants set forth in Section 10(a) are reasonable in nature and are no broader than are necessary to maintain the confidentiality and the goodwill of the Company’s termination proprietary and Confidential Information, plans and services and to protect the other legitimate business interests of employment the Company, including without limitation the goodwill developed by Executive with Company’s customers, suppliers, licensees and business relations. (e) If, during any portion of the Restricted Period, Executive is or wasnot in compliance with the terms of Section 10(a), within the one-year Company shall be entitled to, among other remedies, compliance by Executive with the terms of Section 10(a) for an additional period prior of time (i.e., in addition to the Restricted Period) that shall equal the period(s) over which such datenoncompliance occurred. (f) The parties hereto intend that the covenants contained in Section 10(a) be construed as a series of separate covenants, a customer, client, supplier or other business relationship of any member one for each defined province in each geographic area in which Executive on behalf of the Company Groupconducts business. Except for geographic coverage, or within each such separate covenant shall be deemed identical in terms to the one-year period prior to such dateapplicable covenant contained in Section 10(a). Furthermore, was solicited to become a customer, client, supplier or other business relationship of any member each of the Company Group (eachcovenants in Section 9(a) shall be deemed a separate and independent covenant, a “Company Customer”), for the purpose of attempting to persuade any such Company Customer to cease to do business or to reduce the amount of business which any such Company Customer has customarily done or contemplates doing with any member each being enforceable irrespective of the Company Group; or enforceability (iiiwith or without reformation) hire, employ, engage or solicit for employment or services any officer, employee or consultant of any member of the Company Group as of the date of termination of the Executive’s employment or at any time other covenants contained in the 12 months prior to the Executive’s termination of employment, in each case until the date that is 12 months after the date on which such officer, employee or consultant ceases to be employed by any member of the Company Group, or encourage or induce any such individual to leave his or her employment or service relationship with any member of the Company Group; provided that the term “solicit for employment or services” as used in this clause (iv) shall not be deemed to include generalized searches for employees through media advertisements of general circulation, employment search firms, open job fairs or otherwise. Notwithstanding the foregoing, if the Executive’s principal place of employment is in the State of California, this Section 6(c) shall not apply for any period following the Executive’s termination of employment for any reason10(a).

Non-Competition and Non-Solicitation. While employed (a) Unless the following covenants are waived in whole or in part by the Company and in accordance with Section 7, for 12 months a period of one (1) year after the effective date of termination of your employment with the Executive’s employment for any reason Company (the “Restricted Period”Termination Date) (irrespective of the reason for, or manner of, such termination), the Executive agrees not toyou shall not, directly or indirectly, in the United States or elsewhere where the any member of the Company Group (as defined below) is engaged in business, on such person’s own behalf or on the behalf of another (including as a shareholder, member, partner, joint venturer or investor of another person):: (i) engage insolicit, ownrecruit or hire, controlor in any manner assist in the soliciting, advise, manage, serve as a director, officer recruitment or employee of, act as a consultant to or contractor or other agent for, receive hiring of (A) any economic benefit from or exert any influence upon, any business or activity that competes, directly or indirectly, with the business of the Company Group employees of PAETEC Holding or any Subsidiary or any individuals who were employed by PAETEC Holding or any Subsidiary within 12 months before the Termination Date, or (B) any of the sales agents or independent sales agents of PAETEC Holding or any Subsidiary, or any individual or Person that was a “Competitive Business”)sales agent or independent sales agent of PAETEC Holding or any Subsidiary within 12 months before the Termination Date; (ii) solicitindividually or as an officer, director, employee, shareholder or equity owner (other than as a shareholder or other equity owner of less than 1% of the outstanding capital stock of a publicly traded company), consultant, contractor, partner, joint venturer, agent, manager, or other representative, work for, become employed by or perform services for any corporation or other Person that is competitive with the Company’s Business or that would divert business from PAETEC Holding or any Subsidiary in any geographical area in which PAETEC Holding or any Subsidiary is then conducting operations (such competitive corporation or other Person, an “Other Enterprise”), provided that you shall not be restricted from working for, becoming employed by or performing services for any Other Enterprise, even if another division, subsidiary or Affiliate of such Other Enterprise is competitive with the Company’s Business or would divert business from PAETEC Holding or any Subsidiary, so long as you do not perform any services for such division, subsidiary or Affiliate, and provided, further, that you shall not be restricted under this Section 3(b)(ii) from competing with any business of PAETEC Holding or any Subsidiary if you did not provide any services to such business of PAETEC Holding or such Subsidiary or did not possess or have knowledge of Company Confidential Information within the 24-month period before the Termination Date; (iii) solicit on behalf of any Other Enterprise, or accept on behalf of any Other Enterprise, business from any individual, business or organization that was known by you to be a customer of PAETEC Holding or any Subsidiary, or identified by PAETEC Holding or any Subsidiary as a prospective customer of PAETEC Holding or such Subsidiary, in each case as of or within 12 months before the Termination Date; or (iv) take any action to influence or attempt to solicit influence customers, prospective customers, vendors or suppliers of PAETEC Holding or any Subsidiary known to you to divert their business to any person who as Other Enterprise or take any action which is intended, or would reasonably be expected, to affect adversely PAETEC Holding or any Subsidiary, the Company’s Business, the reputation of PAETEC Holding or any Subsidiary, or the relationship of PAETEC Holding or any Subsidiary with its customers, prospective customers, vendors or suppliers. (b) The parties agree that if a court of competent jurisdiction finds that any term of this Section 3 is for any reason unenforceable because it is overly broad in scope or duration, such term shall be modified to the minimum extent necessary to make it enforceable. Further, the covenants in this Section 3 shall be deemed to be a series of separate covenants and agreements, one for each and every region of each state, territory, possession or other political division of the date United States of America and each other political division worldwide. If, in any judicial proceeding, a court of competent jurisdiction shall refuse to enforce any of the Executive’s termination of employment is or wasseparate covenants deemed included herein, within then, at the one-year period prior to such date, a customer, client, supplier or other business relationship of any member option of the Company GroupCompany, or within the one-year period prior to such date, was solicited to become a customer, client, supplier or other business relationship of any member of the Company Group (each, a “Company Customer”), wholly unenforceable covenants shall be deemed eliminated from this Section 3 for the purpose of attempting such proceeding to persuade the extent necessary to permit the remaining separate covenants to be enforced in such proceeding. In addition, if a court or other enforcement body finds that any provision of this Section 3 may not be enforced as written because of a public policy, you agree that such Company Customer court or enforcement body shall modify and construe such provision to cease permit its enforcement to do business or to reduce the amount of business which any such Company Customer has customarily done or contemplates doing with any member maximum extent permitted by law. (c) You acknowledge the highly competitive nature of the industry in which the Company Groupis involved and further as follows: (i) your services to the Company are special and unique; or (ii) your work for the Company shall allow you access to Company Confidential Information, including trade secrets, and customers; (iii) hirethe Company’s business is conducted throughout the United States and over the Internet and World Wide Web, employ, engage or solicit for employment or services any officer, employee or consultant of any member of enabling the Company Group as of the date of termination of the Executive’s employment or at any time in the 12 months prior and you to the Executive’s termination of employment, in each case until the date that is 12 months after the date on which such officer, employee or consultant ceases regularly provide services to be employed by any member of the Company Group, or encourage or induce any such individual to leave his or her employment or service relationship with any member of the Company Groupcustomers nationwide; provided that the term “solicit for employment or services” as used in this clause (iv) shall PAETEC Holding would not be deemed to include generalized searches have entered into this Agreement but for employees through media advertisements of general circulation, employment search firms, open job fairs or otherwise. Notwithstanding the foregoing, if the Executive’s principal place of employment is covenants and agreements contained in the State of California, this Section 6(c3; and (v) shall the agreements and covenants contained in this Section 3 are reasonable and are necessary and essential to protect the business, Company Confidential Information, including trade secrets, and goodwill of the Company. You further acknowledge that this Agreement does not apply for restrict your ability to be gainfully employed, and you acknowledge that the geographic boundaries, scope of prohibited activities, and duration of the covenants set forth in this Section 3 are reasonable in nature and no broader than are necessary to protect the legitimate business interests of the Company. You agree not to raise any period following objection to the Executive’s termination reasonableness of employment for this Section 3 in any reasonaction or proceeding to enforce the terms of this Agreement.

Non-Competition and Non-Solicitation. While 7.1. Each of the Consultant and the Key Person agrees and declares that, so long as it/he is a shareholder, holding shares or options (vested or non-vested) of the Company, directly or indirectly, reflecting 5% or more of the issued and outstanding share capital of the Company, director, employee (in the event that a competent court rules that the Consultant or the Key Person is employed by the Company) or advisor of the Company and for 12 a period of twelve (12) months after termination of the Executive’s employment for any reason thereafter (the “Restricted Non-Competition Period”), it/he shall not, as an owner, partner, joint venturor, stockholder (provided that this shall not preclude the Executive agrees Consultant or the Key Person from owning a stock interest not togreater than 5% in a publicly traded company), employee, broker, agent, principal, trustee, corporate officer, director, licensor or in any other capacity whatsoever engage in, become financially interested in any business venture worldwide that is engaged in any activities involving any products or technologies competing with the actual products or technologies then produced or otherwise commercialized, researched or under development by the Company or its subsidiaries. 7.2. During the Non-Competition Period the Consultant or the Key Person shall not accept from the Company’s customers any position, order, offer, work or business in any field of activity in which the Company is engaged and which is directly competitive with the Company, or approach any of the Company’s customers in connection with products or services that competes with those sold or provided by the Company. 7.3. Each of the Consultant and the Key Person undertakes, so long as it/he is director, employee (in the event that a competent court rules that the Consultant or the Key Person is employed by the Company), or advisor of the Company and for a period of twelve (12) months thereafter, not to employ or otherwise engage, directly or indirectly, in the United States or elsewhere where the any member business activity with any of the Company Group (as defined below) is engaged in businessCompany’s employees at that time, on such person’s own behalf or on the behalf of another (including as a shareholder, member, partner, joint venturer or investor of another person): (i) engage in, own, control, advise, manage, serve as a director, officer or employee of, act as a consultant to or contractor or other agent for, receive any economic benefit from or exert any influence upon, any business or activity that competes, directly or indirectly, with the business of the Company Group (a “Competitive Business”); (ii) solicit, divert or attempt to solicit or divert any person who as was employed by the Company within the preceding year. 7.4. The Consultant shall provide the Company with a written undertaking of the date Key Person to abide by the provisions of the Executive’s termination of employment is or was, within the one-year period prior to such date, a customer, client, supplier or other business relationship of any member of the Company Group, or within the one-year period prior to such date, was solicited to become a customer, client, supplier or other business relationship of any member of the Company Group (each, a “Company Customer”), for the purpose of attempting to persuade any such Company Customer to cease to do business or to reduce the amount of business which any such Company Customer has customarily done or contemplates doing with any member of the Company Group; or (iii) hire, employ, engage or solicit for employment or services any officer, employee or consultant of any member of the Company Group as of the date of termination of the Executive’s employment or at any time in the 12 months prior to the Executive’s termination of employment, in each case until the date that is 12 months after the date on which such officer, employee or consultant ceases to be employed by any member of the Company Group, or encourage or induce any such individual to leave his or her employment or service relationship with any member of the Company Group; provided that the term “solicit for employment or services” as used in this clause (iv) shall not be deemed to include generalized searches for employees through media advertisements of general circulation, employment search firms, open job fairs or otherwise. Notwithstanding the foregoing, if the Executive’s principal place of employment is in the State of California, this Section 6(c) shall not apply for any period following the Executive’s termination of employment for any reason9, as set forth in Annex A hereto.

Non-Competition and Non-Solicitation. While the Employee is employed by the Company and for 12 months a period of one (1) year after the termination or cessation of the Executive’s such employment for any reason (the “Restricted Period”)reason, the Executive agrees Employee will not to, directly or indirectly, in the United States or elsewhere where the any member of the Company Group (as defined below) is engaged in business, on such person’s own behalf or on the behalf of another (including as a shareholder, member, partner, joint venturer or investor of another person):: (i) in the geographical areas that the Company does business or has done business at the time of the Employee’s termination, engage in, own, control, advise, manage, serve as a director, officer or employee of, act as a consultant to or contractor or other agent for, receive any economic benefit from or exert any influence upon, assist others in engaging in any business or activity enterprise (whether as owner, partner, officer, director, employee, consultant, investor, lender or otherwise, except as the holder of not more than 1% of the outstanding stock of a publicly-held company) that competes, directly or indirectly, is competitive with the business of the Company Group while the Employee was employed by the Company, including but not limited to any business or enterprise that develops, manufactures, markets, licenses, sells or provides any product or service that competes with any product or service developed, manufactured, marketed, licensed, sold or provided, or planned to be developed, manufactured, marketed, licensed, sold or provided (a “Competitive Competing Business”);; or (ii) either alone or in association with others, solicit, divert or take away, or attempt to solicit divert or divert take away, the business or patronage of any person who as of the date of the Executive’s termination of employment is actual or wasprospective clients, within the one-year period prior to such datecustomers, a customer, client, supplier accounts or other business relationship of any member partners of the Company Groupwhich were contacted, solicited, or within the one-year period prior to such date, was solicited to become a customer, client, supplier or other business relationship of any member of served by the Company Group (each, a “Company Customer”), for during the purpose of attempting to persuade any such Company Customer to cease to do business or to reduce Employee’s employment with the amount of business which any such Company Customer has customarily done or contemplates doing with any member of the Company GroupCompany; or (iii) hireeither alone or in association with others (i) solicit, employinduce or attempt to induce, engage or solicit for employment or services any officer, employee or consultant of any member independent contractor of the Company Group as of Company, with whom the date of termination of Employee had prior contact while employed with the Executive’s employment or at any time in the 12 months prior Company, to the Executive’s termination of employment, in each case until the date that is 12 months after the date on which such officer, employee or consultant ceases to be employed by any member of the Company Group, or encourage or induce any such individual to leave terminate his or her employment or service relationship other engagement with the Company, or (ii) hire or recruit, or attempt to hire or recruit, or engage or attempt to engage as an independent contractor, any member person who was employed or otherwise engaged by the Company at any time during the term of the Company GroupEmployee’s employment with the Company; provided provided, that the term “solicit for employment or services” as used in this clause (ivii) shall not be deemed apply to include generalized searches the recruitment or hiring or other engagement of any individual whose employment or other engagement with the Company has been terminated for employees through media advertisements a period of six months or longer or as a result of a general circulation, employment search firms, open job fairs solicitation to which such employee or otherwisecontractor responded. Notwithstanding the foregoing, if the Executive’s principal place of employment is in the State of California, this Section 6(c1(a) shall not apply preclude the Employee from becoming an employee of, or from otherwise providing services to, a separate division or operating unit of a multi-divisional business or enterprise (a “Division”) if: (i) the Division by which the Employee is employed, or to which the Employee provides services, is not engaged in a Competing Business, (ii) the Employee does not provide services, directly or indirectly, to any other division or operating unit of such multi-divisional business or enterprise which is engaged in a Competing Business (individually, a “Competitive Division” and collectively, the “Competitive Divisions”) and (iii) the Competitive Divisions, in the aggregate, accounted for any period following less than one-third of the Executivemulti-divisional business or enterprises’ consolidated revenues for the fiscal year, and each subsequent quarterly period, prior to the Employee’s termination commencement of employment for any reasonwith the Division.

Non-Competition and Non-Solicitation. While employed by (a) The Executive covenants and agrees that during the Company Term hereof and for 12 months after a period of two (2) years following the termination of the Executive’s his employment for any reason hereunder (the “Restricted Period”), the Executive agrees not tothat he will not, directly or indirectly, in at any time during the Term and/or the Restricted Period and anywhere within the continental United States or elsewhere where the any member of the Company Group (as defined below) is engaged in business, on such person’s own behalf or on the behalf of another (including as a shareholder, member, partner, joint venturer or investor of another person):States: (i) engage inown, ownoperate, manage, join, control, adviseparticipate in the ownership, managemanagement, serve operation or control of, or be paid or employed by, or acquire any securities of, or otherwise become associated with or provide assistance to, as a an employee, consultant, director, officer officer, shareholder, partner, agent, associate, principal, representative or employee of, act as a consultant to or contractor or in any other agent for, receive any economic benefit from or exert any influence uponcapacity, any business entity which engages in any directly competitive line of business in which the Company is engaged during the Executive’s employment with the Company (including, but not limited to, the development and commercialization of therapeutic and dietary supplement products relating to myostatin inhibition); provided, however, that the foregoing shall not prevent the Executive from owning, in the aggregate, an amount not exceeding five percent (5%) of the issued and outstanding voting securities of any class of any corporation whose voting capital stock traded or activity listed on a national securities exchange or in the over-the-counter market; and (ii) solicit to employ or engage, for or on behalf of himself or any third party, any employee, vendor or agent of the Company. (b) The Executive hereby agrees that competeshe will not, directly or indirectly, with for or on behalf of himself or any third party, at any time during the business Term and/or the Restricted Period, solicit any customers of the Company Group (a “Competitive Business”and/or its successor) with respect to products or services directly competitive with products or services then being sold by the Company (and/or its successor);. (iic) solicit, divert or attempt to solicit or divert If any person who as of the date restrictions in this Section 10 shall be held by a court of competent jurisdiction to be unenforceable, illegal or invalid by reason of the Executive’s termination of employment is extent, duration or wasgeographical scope thereof or otherwise, within then the one-year period prior court making such determination shall have the right to reduce such dateextent, a customerduration, client, supplier geographical scope or other business relationship of any member of the Company Groupprovisions hereof, or within the one-year period prior to such dateand this Section 10, was solicited to become a customerin its reduced form, clientshall be remain valid, supplier or other business relationship of any member of the Company Group (each, a “Company Customer”), for the purpose of attempting to persuade any such Company Customer to cease to do business or to reduce the amount of business which any such Company Customer has customarily done or contemplates doing with any member of the Company Group; or (iii) hire, employ, engage or solicit for employment or services any officer, employee or consultant of any member of the Company Group as of the date of termination of the Executive’s employment or at any time in full force and effect and enforceable in the 12 months prior to the Executive’s termination of employment, in each case until the date that is 12 months after the date on which such officer, employee or consultant ceases to be employed by any member of the Company Group, or encourage or induce any such individual to leave his or her employment or service relationship with any member of the Company Group; provided that the term “solicit for employment or services” as used in this clause (iv) shall not be deemed to include generalized searches for employees through media advertisements of general circulation, employment search firms, open job fairs or otherwise. Notwithstanding the foregoing, if the Executive’s principal place of employment is in the State of California, this Section 6(c) shall not apply for any period following the Executive’s termination of employment for any reasonmanner contemplated hereby.

Non-Competition and Non-Solicitation. While employed by In the Company and for 12 months after event of voluntary termination of the Executive’s employment for any reason (during the “Restricted Period”), Employment Period by the Executive agrees without Good Reason (i) the Executive shall not to, directly or indirectly, engage in the United States or elsewhere where the any member of the Company Group Competition (as defined below) is engaged in business, on such person’s own behalf or on the behalf of another (including as a shareholder, member, partner, joint venturer or investor of another person): (i) engage in, own, control, advise, manage, serve as a director, officer or employee of, act as a consultant to or contractor or other agent for, receive any economic benefit from or exert any influence upon, any business or activity that competes, directly or indirectly, with the business of the Company Group (a “Competitive Business”); (ii) solicit, divert or attempt to solicit or divert any person who as of the date of the Executive’s termination of employment is or was, within during the one-year period prior to such date, a customer, client, supplier or other business relationship of any member of the Company Group, or within the one-year period prior to such date, was solicited to become a customer, client, supplier or other business relationship of any member of the Company Group (each, a “Company Customer”), for the purpose of attempting to persuade any such Company Customer to cease to do business or to reduce the amount of business which any such Company Customer has customarily done or contemplates doing with any member of the Company Group; or (iii) hire, employ, engage or solicit for employment or services any officer, employee or consultant of any member of the Company Group as of the date of termination of the Executive’s employment or at any time in the 12 months prior to the immediately following Executive’s termination of employment, and (ii) the Executive shall not engage in each case until Solicitation (as defined below) during the date two-year period immediately following Executive’s termination of employment. For purposes of this Section 5, the term Competition shall mean that Executive, without the written approval of the CEO, commences employment with, or provides consulting services to, any pharmaceutical enterprise that is 12 months after engaged in research, development, and/or sales of human and/or pharmaceutical products (unless sales from pharmaceutical products constitute less than 20% of total sales of the date on which such officer, employee or consultant ceases to be employed by any company conducting the enterprise and the consolidated affiliates of that company); provided that service solely as a member of the Company GroupBoard of Directors of a company whose annual sales are less than $100 million on a consolidated basis with all affiliated companies shall not be considered Competition. Further, the term Competition specifically excludes (i) companies whose primary purpose is to provide consulting and/or audit services so long as those companies have revenues in excess of $100 million, and (ii) law firms whose primary purpose is to provide legal services. For purposes of this Section 5, the term Solicitation shall mean that without the written approval of the CEO or encourage his delegate, the Executive, directly or induce indirectly, solicits, encourages or participates in the solicitation or hiring of, any such individual to leave his or her employment or service relationship with any member person who is currently an employee of the Company Groupor independent contractor doing business with the Company or who was an employee of the Company at any time during the last three (3) months of the Employment Period by any employer other than the Company for any position as an employee, independent contractor, consultant or otherwise; provided that the term “solicit for employment or services” as used in this clause (iv) Executive shall not be deemed considered to include generalized searches have engaged in Solicitation for employees through media advertisements purposes of general circulationthis Section 5 if an employer other than the Company solicits or hires, employment search firms, open job fairs with no participation or otherwise. Notwithstanding the foregoing, if involvement by the Executive’s principal place , any current or former employee, independent contractor or consultant of employment the Company who is in not or was not employed in, or providing direct services to, a business area of the State Company for which Executive (immediately prior to the termination of California, this Section 6(chis employment) had no direct authority or responsibility; and provided further that the term Solicitation shall not apply for any period following the Executive’s termination of employment for any reasonpreclude Executive from giving references.

Non-Competition and Non-Solicitation. While The Selling Member acknowledges and agrees that the nature of the Company’s confidential, proprietary, and trade secret information to which the Selling Member has, and will continue to have, access to derives value from the fact that it is not generally known and used by others in the highly competitive industry in which the Company competes. The Selling Member further acknowledges and agrees that, even in complete good faith, it would be impossible for the Selling Member to work in a similar capacity for a competitor of the Company without drawing upon and utilizing information gained during employment with the Company. Accordingly, at all times during the Selling Member’s employment with the Company and for a period of three (3) years after termination, for any reason, of such employment, the Selling Member will not, directly or indirectly: (a) Engage in any business or enterprise (whether as owner, partner, officer, director, employee, consultant, investor, lender or otherwise, except as the holder of not more than one percent (1%) of the outstanding capital stock of a company) that directly or indirectly competes with the Company’s business or the business of any of its subsidiaries anywhere in the United States, including but not limited to any business or enterprise that develops, manufactures, markets, or sells any product or service that competes with any product or service developed, manufactured, marketed or sold, or planned to be developed, manufactured, marketed or sold, by the Company or any of its subsidiaries while the Selling Member was employed by the Seller or the Company; or (b) Either alone or in association with others (i) solicit, or facilitate any organization with which the Selling Member is associated in soliciting, any employee of the Company or any of its subsidiaries to leave the employ of the Company or any of its subsidiaries; (ii) solicit for employment, hire or engage as an independent contractor, or facilitate any organization with which the Selling Member is associated in soliciting for employment, hire or engagement as a independent contractor, any person who was employed by the Company and for 12 months after termination or any of its subsidiaries at any time during the term of the ExecutiveSelling Member’s employment for any reason (with the “Restricted Period”), the Executive agrees not to, directly Seller or indirectly, in the United States or elsewhere where the any member of the Company Group or any of their respective subsidiaries (as defined below) is engaged in businessprovided, on such person’s own behalf or on the behalf of another (including as a shareholder, member, partner, joint venturer or investor of another person): (i) engage in, own, control, advise, manage, serve as a director, officer or employee of, act as a consultant to or contractor or other agent for, receive any economic benefit from or exert any influence upon, any business or activity that competes, directly or indirectly, with the business of the Company Group (a “Competitive Business”); this clause (ii) solicitshall not apply to any individual whose employment with the Seller, divert the Company or any of its subsidiaries has been terminated for a period of one year or longer); or (iii) solicit business from or perform services for any customer, supplier, licensee or business relation of the Seller or the Company or any of their respective subsidiaries, induce or attempt to solicit or divert induce, any person who as of the date of the Executive’s termination of employment is or was, within the one-year period prior such entity to such date, a customer, client, supplier or other cease doing business relationship of any member of with the Company Group, or within any of its subsidiaries; or in any way interfere with the one-year period prior to relationship between any such date, was solicited to become a customer, client, supplier or other business relationship of any member of entity and the Company Group (each, a “Company Customer”), for the purpose or any of attempting to persuade any such Company Customer to cease to do business or to reduce the amount of business which any such Company Customer has customarily done or contemplates doing with any member of the Company Group; orits subsidiaries. (iiic) hire, employ, engage or solicit for employment or services any officer, employee or consultant of any member of the Company Group as of the date of termination of the Executive’s employment or at any time in the 12 months prior to the Executive’s termination of employment, in each case until the date that is 12 months after the date on which such officer, employee or consultant ceases to be employed by any member of the Company Group, or encourage or induce any such individual to leave his or her employment or service relationship with any member of the Company Group; provided that the term “solicit for employment or services” as used in this clause (iv) shall not be deemed to include generalized searches for employees through media advertisements of general circulation, employment search firms, open job fairs or otherwise. Notwithstanding the foregoing, if nothing contained in this Agreement shall preclude the Executive’s principal place of employment is in the State of California, this Section 6(c) shall not apply for any period following the Executive’s termination of employment for any reasonSelling Member from training mixed martial arts fighters.

Non-Competition and Non-Solicitation. While employed by During the Company Term of the Agreement and for a period of 12 months after termination of the Executive’s employment for any reason (the “Restricted Period”)Termination Date, the Executive covenants and agrees not tothat he shall not, directly or indirectly, in without the United States or elsewhere where the any member express written consent of the Company Group (as defined below) is engaged in business, on such person’s own behalf or on the behalf of another (including as a shareholder, member, partner, joint venturer or investor of another person):Company: (ia) engage in, own, control, advise, managebe employed by, serve as a directorconsultant to, officer or employee ofotherwise assist or directly or indirectly provide services to a Competitor (defined below) if: (i) the employment, act as a consultant consulting, assistance or services that the Executive is to provide to the Competitor are the same as, or contractor or other agent for, receive any economic benefit from or exert any influence uponsubstantially similar to, any business or activity that competes, directly or indirectly, with the business of the services that the Executive provided to the Company Group or its affiliates and are or will be within the Restricted Territory (a “Competitive Business”as defined in Attachment A); ; or (ii) solicitthe Confidential Information to which the Executive had access could reasonably be expected to benefit the Competitor if the Competitor were to obtain access to such Confidential Information. For purposes of this subparagraph (a), divert services provided by others shall be deemed to have been provided by the Executive if the Executive had material supervisory responsibilities with respect to the provision of such services. (b) solicit or attempt to solicit or divert any person party who as of the date of the Executive’s termination of employment is or was, within the one-year period prior to such date, a customer, client, supplier or other business relationship of any member of the Company Groupthen, or within during the one-year 12- month period prior to such date, was solicited to become a customer, client, supplier or other business relationship of any member of the Company Group (each, a “Company Customer”), for the purpose of attempting to persuade any such Company Customer to cease to do business or to reduce the amount of business which any such Company Customer has customarily done or contemplates doing with any member of the Company Group; or (iii) hire, employ, engage or solicit for employment or services any officer, employee or consultant of any member of the Company Group as of the date of termination of the Executive’s employment or at any time in the 12 months prior to the Executive’s termination of employmentTermination Date was, in each case until the date that is 12 months after the date on which such officer, employee a customer or consultant ceases to be employed by any member supplier of the Company Group, for or encourage with whom the Executive (or induce any such individual to leave his the Executive’s subordinates) had Confidential Information or her employment or service relationship with any member contact on behalf of the Company Group; Company, provided that the term “solicit for employment or services” as used restriction in this clause subparagraph (iv) shall not be deemed to include generalized searches for employees through media advertisements of general circulation, employment search firms, open job fairs or otherwise. Notwithstanding the foregoing, if the Executive’s principal place of employment is in the State of California, this Section 6(cb) shall not apply for to any period following activity on behalf of a business that is not a Competitor. (c) solicit, entice, persuade or induce any individual who is employed by the Company or its affiliates (or was so employed within 90 days prior to the Executive’s termination of employment action and not involuntarily terminated for any reasonreason other than Cause) to terminate or refrain from renewing or extending such employment or to become employed by or enter into contractual relations with any other individual or entity other than the Company or its affiliates, and the Executive shall not approach any such employee, either in person or through electronic or social media, for any such purpose or authorize or knowingly cooperate with the taking of any such actions by any other individual or entity. (d) directly or indirectly own an equity interest in any Competitor (other than ownership of 5% or less of the outstanding stock of any corporation listed on the New York Stock Exchange or the American Stock Exchange or included in the NASDAQ System, so long as such ownership is passive in nature).

Non-Competition and Non-Solicitation. While Employee acknowledges that it may be very difficult for him to avoid using or disclosing the Confidential Information in violation of Article Three above in the event that he or she is employed by any person or entity other than the Employer in a capacity similar or related to the capacity in which he or she is employed by the Company Employer. Accordingly, Employee agrees that he or she will not, during the term of employment with Employer and for 12 months a period of one (1) year after the termination of such employment, irrespective of the Executive’s employment time, manner or cause of such termination, directly or indirectly (whether or not for compensation or profit): (1) Engage in any reason business or enterprise the nature of which is directly competitive with that of the Employer (the “Restricted Period”a "Prohibited Business"); or (2) Participate as an officer, the Executive agrees not director, creditor, promoter, proprietor, associate, agent, employee, partner, consultant, sales representative or otherwise, or promote or assist, financially or other wise, or directly or indirectly own any interest in any person or entity involved in any Prohibited Business; or (3) Canvas, call upon, solicit, entice, persuade, induce, respond to, or otherwise deal with, directly or indirectly, in any individual or entity which, during Employee's term of employment with the United States Employer, was or elsewhere where the any member is a customer or supplier, or proposed customer or supplier, of the Company Group (as defined below) is engaged in business, on such person’s own behalf Employer whom Employee called upon or on the behalf of another (including as a shareholder, member, partner, joint venturer or investor of another person): (i) engage in, own, control, advise, manage, serve as a director, officer or employee of, act as a consultant to or contractor or other agent for, receive any economic benefit from or exert any influence upon, any business or activity that competes, directly or indirectly, with the business of the Company Group (a “Competitive Business”); (ii) solicit, divert or attempt to solicit or divert any person who as of the date of the Executive’s termination of employment is or was, within the one-year period prior to such date, a customer, client, supplier or other business relationship of any member of the Company Groupdealt with, or within the one-year period prior to such date, was solicited to become a customer, client, supplier or other business relationship of any member of the Company Group (each, a “Company Customer”)whose account Employee supervised, for the following: (a) to purchase (with respect to customers) or sell (with respect to suppliers) products of the types or kinds sold by the Employer or which could be substituted for (including, but not limited to, rebuilt products), or which serve the same purpose or function as, products sold by the Employer (all of attempting which products are herein sometimes referred to, jointly and severally, as "Prohibited Products"), or (b) to persuade request or advise any such Company Customer customer or supplier to cease to do withdraw, curtail or cancel its business or to reduce with the amount of business which any such Company Customer has customarily done or contemplates doing with any member of the Company GroupEmployer; or (iii4) hireFor himself or for or through any other individual or entity call upon, employsolicit, engage entice, persuade, induce or solicit for offer any individual who, during Employee's term of employment or services any officerwith the Employer, was an employee or consultant sales representative or distributor of the Employer, employment by, or representation as sales agent or distributor for, any one other than the Employer, or request or advise any such employee or sales agent or distributor to cease employment with or representation of the Employer, and Employee shall not approach, respond to, or otherwise deal with any such employee or sales representative or distributor of Employer for any such purpose, or authorize or knowingly cooperate with the taking of any member of the Company Group as of the date of termination of the Executive’s employment or at any time in the 12 months prior to the Executive’s termination of employment, in each case until the date that is 12 months after the date on which such officer, employee or consultant ceases to be employed actions by any member of the Company Group, other individual or encourage or induce any such individual to leave his or her employment or service relationship with any member of the Company Group; provided that the term “solicit for employment or services” as used in this clause (iv) shall not be deemed to include generalized searches for employees through media advertisements of general circulation, employment search firms, open job fairs or otherwise. Notwithstanding the foregoing, if the Executive’s principal place of employment is in the State of California, this Section 6(c) shall not apply for any period following the Executive’s termination of employment for any reasonentity.

Non-Competition and Non-Solicitation. While employed by (a) The Executive agrees and acknowledges that, in connection with the Company Executive's employment with the Employer, the Executive will be provided with access to and become familiar with confidential and proprietary information and trade secrets belonging to the Employer. Executive further acknowledges and agrees that, given the nature of this information and trade secrets, it is likely that such information and trade secrets would inevitably be used or revealed, either directly or indirectly, in any subsequent employment with a competitor of the Employer in any position comparable to the position the Executive holds with the Employer under this Agreement. Accordingly, in consideration of the Executive's employment with the Employer pursuant to this Agreement, and other good and valuable consideration, the receipt of which is hereby acknowledged, Executive agrees that, while the Executive is in the employ of the Employer and for 12 a period equal to the greater of the period during which the Executive receives any severance pursuant to this Agreement, if any, and Twelve (12) months after the termination of the Executive’s employment for any reason (the “Restricted Period”)'s employment, the Executive agrees shall not, either on the Executive's own behalf or on behalf of any third party, except on behalf of the Employer or, with the prior written agreement of the Employer (not toto be unreasonably withheld) or any affiliate of the Employer, directly or indirectly: (1) Other than through the Executive's ownership of stock of the Employer, directly or indirectly, own, manage, operate, join, control, finance or participate in the United States ownership, management, operation, control, or elsewhere where the any member of the Company Group (as defined below) is engaged in businessfinancing of, on such person’s own behalf or on the behalf of another (including be connected as a shareholder, memberproprietor, partner, joint venturer or investor of another person): (i) engage instockholder, ownofficer, control, advise, manage, serve as a director, officer principal, agent, representative, joint venturer, investor, lender, consultant or employee ofotherwise with, act as a consultant or use or permit the Executive's name to or contractor or other agent for, receive any economic benefit from or exert any influence uponbe used in connection with, any business or activity that competes, enterprise engaged directly or indirectly, indirectly in competition with the Business Conducted by the Employer (as hereinafter defined) at any time during such period, and any other business ("Other Business") engaged in by the Employer that Executive is or has been directly involved with during the Twelve (12) month period immediately preceding termination of the Executive's employment. As used in this Agreement, the term "Business Conducted by the Employer" shall mean the discovery, clinical or pre-clinical development, sale and/or manufacture of drugs or drug candidates that are known to be pharmacologically active at the delta and/or mu cell receptor(s), and the acquisition, licensing, development, manufacturing, marketing and distribution of drugs and treatments for such other conditions as the Employer is engaged in addressing during the Twelve (12) month period immediately preceding termination of the Executive's employment. The foregoing, however, shall not prevent Executive from performing services for a business engaged in the biotechnology or biopharmaceutical businesses generally which is not competitive with the Employer, or for a competitive business if such competitive business is also engaged in lines of business which do not compete with the Employer and if Executive's services are restricted to employment in such other lines of business. It is recognized by the Executive and the Employer that the Business Conducted by the Employer is and is expected to continue to be conducted throughout the United States and the world, and that more narrow geographical limitations of any nature on this non-competition covenant (and the non-solicitation provisions set forth in clauses (2) and (3) below) are therefore not appropriate. The foregoing restriction shall not be construed to prohibit the ownership by Executive as a passive investment of not more than one percent (1%) percent of any class of securities of any corporation which is engaged in any of the foregoing businesses having a class of securities registered pursuant to the Securities Exchange Act of 1934, as amended. (2) Attempt in any manner to solicit from a current client or customer of the Employer at the time of the Executive's termination, business of the Company Group (a “Competitive Business”); (ii) solicit, divert type performed by the Employer or attempt to solicit or divert any person who as of the date of the Executive’s termination of employment is or was, within the one-year period prior to such date, a customer, client, supplier or other business relationship of any member of the Company Group, or within the one-year period prior to such date, was solicited to become a customer, client, supplier or other business relationship of any member of the Company Group (each, a “Company Customer”), for the purpose of attempting to persuade any such Company Customer client of the Employer to cease to do business or change the nature of the business or to reduce the amount of business which any such Company Customer client has customarily done or actively contemplates doing with any member of the Company GroupEmployer; or (iii3) hireRecruit, employsolicit or induce, engage or solicit for employment attempt to induce, any person or services any officerentity which, employee or consultant of any member at the time of the Company Group as of the date of termination of the Executive’s 's employment or at any time in during the 12 months Twelve (12) month period prior to the Executive’s such termination of employment, in each case until the date that is 12 months after the date on which such officer, was an employee or consultant ceases to be employed by any member of the Company GroupEmployer or its affiliates, to terminate such employee's employment with, or encourage or induce any otherwise cease such individual to leave his or her employment or service employee's relationship with any member of the Company Group; provided that the term “solicit for employment Employer or services” as its affiliates. As used in this clause Agreement, an affiliate of the Employer is any person or entity that, directly or indirectly, through one or more intermediaries, controls, or is controlled by, or is under common control with, the Employer. (ivb) The parties agree that the relevant public policy aspects of covenants not to compete have been discussed, and that every effort has been made to limit the restrictions placed upon the Executive to those that are reasonable and necessary to protect the Employer's legitimate interests. Executive acknowledges that, based upon the Executive's education, experience, and training, this non-compete provision will not prevent the Executive from earning a livelihood and supporting himself and the Executive's family during the relevant time period. (c) If any restriction set forth in Section 4.3 is found by any court of competent jurisdiction to be unenforceable because it extends for too long a period of time or over too great a range of activities or geographic area, it shall be interpreted to extend over the maximum period of time, range of activities or geographic areas as to which it may be enforceable. (d) The restrictions contained in 4.3 are necessary for the protection of the business and goodwill of the Employer and/or its affiliates and are considered by the Executive to be reasonable for such purposes. The Executive agrees that any material breach of Section 4.3 will cause the Employer and/or its affiliates substantial and irrevocable damage and therefore, in the event of any such breach, in addition to such other remedies which may be available, the Employer shall have the right to seek specific performance and injunctive relief. (e) The provisions of Section 4.3 shall survive termination or expiration of this Agreement. (f) EXECUTIVE HAS READ AND CAREFULLY CONSIDERED THE TERMS OF THIS AGREEMENT, HAS HAD THE OPPORTUNITY TO CONTACT EXECUTIVE'S OWN LEGAL COUNSEL TO ADVISE EXECUTIVE REGARDING THE TERMS OF THIS AGREEMENT, AND EXECUTIVE NOW AGREES THAT THE TERMS OF THIS AGREEMENT ARE FAIR AND REASONABLE AND ARE REASONABLY REQUIRED FOR THE PROTECTION OF THE INTEREST OF THE EMPLOYER. EXECUTIVE FURTHER AGREES THAT THE RESTRICTIONS AND COVENANTS OF THIS AGREEMENT WILL NOT IMPAIR THE ABILITY OF EXECUTIVE TO SECURE EMPLOYMENT SO AS TO BE ABLE TO MAKE A REASONABLE LIVING. The provisions of this Agreement shall be enforceable notwithstanding the existence of any claim or cause of action of Executive against the Employer whether predicated on this Agreement or otherwise. Failure of the Employer to enforce at any time or for any period of time any of the conditions or covenants of this Agreement shall not be deemed construed as a waiver of such provisions or of the right of the Employer to include generalized searches for employees through media advertisements enforce subsequent breaches of general circulationthe same or other conditions and covenants, employment search firms, open job fairs or otherwise. Notwithstanding unless such permanent waiver is provided to Executive in writing and signed by the foregoingPresident of the Employer or, if Executive is the President of the Employer, such writing is to be signed by the officer of the Employer designated for such purpose by the Board of Directors. (g) Notwithstanding anything herein which may be construed to the contrary, Executive shall be free to use and employ Executive’s principal place 's general skills, know-how and expertise, and to use, disclose and employ any generalized ideas, concepts, know-how, methods, techniques or skills gained or learned during the course of employment is providing the services hereunder, so long as Executive acquires and applies this information without violating the terms of this Paragraph 4.3 or the Proprietary Rights and Confidentiality Agreement executed and delivered by the Executive to the Employer in the State connection herewith. (h) The term of California, this non-competition covenant shall be tolled during any period of actual competition or breach of this Section 6(c) shall not apply for 4.3 by the Executive and/or any period following the of litigation to enforce Executive’s termination of employment for any reason's obligations under this Agreement.

Non-Competition and Non-Solicitation. While employed by Participant agrees to comply fully with any written agreement between the Company and the Participant which provides for 12 months after post-termination of the Executive’s employment for any reason restrictions against solicitation or competition (the “Restricted PeriodRestrictive Covenant Agreement”); provided, however, that if no such Restrictive Covenant Agreement exists, the Executive agrees Participant shall not tofor a period of [six (6)] [twelve (12)] [eighteen (18)] months after Participant’s voluntary termination of employment with Company or involuntary termination of employment by Company, either himself or together with other persons, directly or indirectly: (i) own, manage, operate, finance, join, control or participate in the United States ownership, management, operation, financing, or elsewhere where the any member control of the Company Group (or be connected as defined below) is engaged in businessan officer, on such person’s own behalf or on the behalf of another (including as a shareholderdirector, memberemployee, partner, joint venturer principal, agent, representative, consultant or investor of another person): (i) engage otherwise with, or have any financial interest in, own, control, advise, manage, serve as a director, officer or employee aid or assist anyone else in the conduct of, act as a consultant or use or permit Participant’s name to or contractor or other agent for, receive any economic benefit from or exert any influence uponbe used in connection with, any business engaged in the research, development, manufacture, sale, marketing or activity that competesdistribution of stainless steel, directly titanium, specialty alloys, metal powders or indirectly, metal fabricated parts or components similar to or competitive with the business of those manufactured by the Company Group (a “Competitive Competing Business”); (ii) solicit, divert or attempt to solicit or divert any person who as of the date the Participant’s employment with Company ends; provided, however, that nothing herein shall prevent the Participant from investing in the securities of any company listed on a national securities exchange, provided that Participant’s involvement with any such company is solely that of a stockholder of 5% or less of any class of the Executive’s termination of employment outstanding securities thereof; (ii) solicit or divert to any Competing Business any individual or entity that is a customer or was, within the one-year period prior to such date, a customer, client, supplier or other business relationship of any member prospective customer of the Company Groupor its subsidiaries or affiliates, or within the one-year period prior to was such date, was solicited to become a customer, client, supplier customer or other business relationship of any member of the Company Group (each, a “Company Customer”), for the purpose of attempting to persuade any such Company Customer to cease to do business or to reduce the amount of business which any such Company Customer has customarily done or contemplates doing with any member of the Company Group; or (iii) hire, employ, engage or solicit for employment or services any officer, employee or consultant of any member of the Company Group as of the date of termination of the Executive’s employment or prospective customer at any time in during the 12 eighteen (18) months prior to the Executivedate of Participant’s employment termination of employmentwith the Company; (iii) induce, in each case until the date offer, assist, encourage or suggest (A) that is 12 months after the date on which such officeranother business or enterprise offer employment to or enter into a business affiliation with any Company employee, employee agent or consultant ceases to be employed by representative, or any member individual who acted as an employee, agent or representative of the Company Groupin the previous six (6) months; or (B) that any Company employee, agent or encourage representative (or induce any such individual to leave who acted as an employee, agent or representative of the Company in the previous six (6) months) terminate his or her employment or service relationship business affiliation with the Company; or (iv) hire or participate in the hiring of any member Company employee or any person who was an employee of the Company Group; provided in the previous six (6) months, by any business, enterprise or employer. For this purpose, “prospective customer” shall mean a person or business entity that the term “solicit for employment Company has identified as a user or services” as used potential user of the Company’s products and toward which the Company plans to direct sales or marketing activities. In the event that the Company determines in this clause (iv) shall not be deemed to include generalized searches for employees through media advertisements good faith that the Participant violated the terms of general circulationany Restrictive Covenant Agreement, employment search firms, open job fairs or otherwise. Notwithstanding the foregoingor, if there is no Restrictive Covenant Agreement, the Executive’s principal place provisions of employment the preceding paragraph: (i) this Award shall be forfeited and (ii) the Participant shall be obligated to return to the Company any shares previously issued under this Award or a cash payment equal to the value of the shares at the time such shares were sold or transferred, if any or all of the Award has been issued to the Participant or such recoupment is in the State of California, this Section 6(c) shall not apply for any period following the Executive’s termination of employment for any reasonrequired by law.

Non-Competition and Non-Solicitation. While employed (a) Subject to Section 7(b) below, in consideration of his employment hereunder and in view of the confidential position to be held by the Company Employee hereunder, during the Employment Period and for 12 months after through the two-year period commencing on the effective date of the termination of the Executive’s Employee's employment for any reason (the “Restricted Period”)hereunder, the Executive agrees not toEmployee shall not, directly or indirectly, in the United States be employed by, or elsewhere where the any member of the Company Group (as defined below) is engaged in business, on such person’s own behalf or on the behalf of another (including act as a shareholderconsultant or lender to or in association with, member, partner, joint venturer or investor of another person): (i) engage in, own, control, advise, manage, serve as a director, officer officer, employee, partner, owner, joint venturer, member or employee ofotherwise of any person, act as a consultant to or contractor firm, corporation, partnership, limited liability company, association or other agent forentity that engages in the same business as, receive any economic benefit from or exert any influence uponcompetes with, any business actually conducted by the Company or activity any or its subsidiaries (other than beneficial ownership of up to 2% of the outstanding voting stock of a publicly traded company that competesis or owns such a competitor); (b) In the event that the employee is terminated by the Company for Cause or resigns without Good Reason, during the Employment Period and through the one-year period commencing on the effective date of the termination of Employee's employment hereunder, the Employee shall not, directly or indirectly, with be employed by, or act as a consultant or lender to or in association with, or as a director, officer, employee, partner, owner, joint venturer, member or otherwise of any person, firm, corporation, partnership, limited liability company, association or other entity that engages in the same business as, or competes with, any business actually conducted by the Company or any of its subsidiaries (other than beneficial ownership of up to 2% of the Company Group (outstanding voting stock of a “Competitive Business”publicly traded company that is or owns such a competitor); (iic) solicit, divert or attempt to solicit or divert any person who as In consideration of his employment hereunder and in view of the date of confidential position to be held by the Executive’s termination of employment is or wasEmployee hereunder, within during the Employment Period and through the one-year period prior commencing on the effective date of the termination of Employee's employment hereunder, the Employee will not (i) induce or attempt to induce any employee of the Company or any of its subsidiaries to leave the employ of the Company or such datesubsidiary, a or in any way interfere with the relationship between the Company or any of it subsidiaries and any employee thereof, (ii) hire directly or indirectly any person who is then an employee of the Company or any of its subsidiaries, or (iii) induce or attempt to induce any customer, clientsupplier, supplier licensee or other business relationship of any member relation of the Company Groupor any of its subsidiaries to cease doing business with the Company or such subsidiary, or within in any way interfere with the one-year period prior to relationship between any such date, was solicited to become a customer, clientsupplier, supplier licensee or other business relationship of any member relation and the Company or such subsidiary; provided, however, that the Employee will cease to be bound by this Section 7(c) on the six-month anniversary of the Company Group (each, a “Company Customer”), for the purpose of attempting to persuade any such Company Customer to cease to do business or to reduce the amount of business which any such Company Customer has customarily done or contemplates doing with any member effective date of the Company Group; ortermination of Employee's employment hereunder if his employment is terminated without Cause; (iiid) hireThe Employee expressly agrees that the character, employ, engage or solicit for employment or services any officer, employee or consultant of any member duration and geographic scope of the Company Group as provisions of this Section 7 are reasonable in light of the circumstances, as they exist on the date hereof. If any competent court shall determine that the character, duration or geographic scope of termination such provisions is unreasonable, then it is the intention and the agreement of the Executive’s employment or at any time Employee and the Company that this Agreement shall be construed by the court in such a manner as to impose only those restrictions on the Employee's conduct that are reasonable in the 12 months prior light of the circumstances and that are necessary to assure to the Executive’s termination Company the benefits of employment, in each case until the date that is 12 months after the date on which such officer, employee or consultant ceases to be employed by any member of the Company Group, or encourage or induce any such individual to leave his or her employment or service relationship with any member of the Company Group; provided that the term “solicit for employment or services” as used in this clause (iv) shall not be deemed to include generalized searches for employees through media advertisements of general circulation, employment search firms, open job fairs or otherwise. Notwithstanding the foregoing, if the Executive’s principal place of employment is in the State of California, this Section 6(c) shall not apply for any period following the Executive’s termination of employment for any reason7.

Non-Competition and Non-Solicitation. While employed by In consideration of the PSUs granted which Participant and the Company agree is mutually agreed upon consideration, during the term of Participant’s Service and for 12 months after following the termination of the ExecutiveParticipant’s employment for any reason Service (the “Restricted Period”), the Executive agrees not to): (a) Participant will not, directly or indirectly, individually or as a consultant to, or an Participant, officer, director, manager, stockholder, partner, member or other owner or participant in any business entity (including, without limitation, any competitor of the Company), other than the Company, engage in or assist any other person or entity to engage in any business which competes with any business in which the Company is engaging or the actual or demonstrably anticipated research or development of the Company (a “Competing Business”), during the Participant’s employment, anywhere in the United States or elsewhere where anywhere else in the world in which Participant provided services for the Company or had a material presence or influence, during any member time within the last two years prior to the termination of Participant’s Service to the Company. Notwithstanding the foregoing, the Participant’s (x) discretionary ownership of less than three percent (3%) and (y) non-discretionary (for example through a mutual fund or other investment vehicle not controlled by Participant) ownership of the Company Group (as defined below) is engaged in business, on such person’s own behalf or on the behalf outstanding stock of another (including as any publicly-traded corporation shall not be deemed a shareholder, member, partner, joint venturer or investor violation of another person):this Section 5(a); (ib) engage in, own, control, advise, manage, serve as a director, officer or employee of, act as a consultant to or contractor or other agent for, receive any economic benefit from or exert any influence upon, any business or activity that competesthe Participant will not, directly or indirectly, individually or as a consultant to, or an Participant, officer, director, manager, stockholder, partner, member or other owner or participant in any business entity solicit or endeavor to entice away from the Company, endeavor to reduce the amount of business conducted with the Company by or otherwise interfere with the business relationship of the Company Group (a “Competitive Business”); (ii) solicit, divert or attempt to solicit or divert with any person or entity who as of the date of the Executive’s termination of employment is is, or was, was within the one-year period immediately prior to such datethereto, a customercustomer or client of, clientsupplier, supplier vendor or service provider to, or other party having business relations with the Company; and (c) the Participant will not, directly or indirectly, individually or as a consultant to, or an Participant, officer, director, manager, stockholder, partner, member or other owner or participant in any business entity solicit or endeavor to entice away from the Company, or offer employment or any consulting arrangement to, or otherwise interfere with the business relationship of any member of the Company Groupwith any person or entity who is, or was within the one-year period immediately prior to such datethereto, was solicited to become employed by, associated with or a customer, client, supplier or other business relationship of any member of the Company Group (each, a “Company Customer”), for the purpose of attempting to persuade any such Company Customer to cease to do business or to reduce the amount of business which any such Company Customer has customarily done or contemplates doing with any member of the Company Group; or (iii) hire, employ, engage or solicit for employment or services any officer, employee or consultant of any member of the Company Group as of the date of termination of the Executive’s employment or at any time in the 12 months prior to the Executive’s termination of employment, in each case until the date that is 12 months after the date on which such officer, employee or consultant ceases to be employed by any member of the Company Group, or encourage or induce any such individual to leave his or her employment or service relationship with any member of the Company Group; provided that the term “solicit for employment or services” as used in this clause (iv) shall not be deemed to include generalized searches for employees through media advertisements of general circulation, employment search firms, open job fairs or otherwise. Notwithstanding the foregoing, if the Executive’s principal place of employment is in the State of California, this Section 6(c) shall not apply for any period following the Executive’s termination of employment for any reasonCompany.

Non-Competition and Non-Solicitation. While employed (a) Subject to Section 7(b) below, in consideration of his employment hereunder and in view of the confidential position to be held by the Company Employee hereunder, during the Employment Period and for 12 months after through the two-year period commencing on the effective date of the termination of the Executive’s Employee's employment for any reason (the “Restricted Period”)hereunder, the Executive agrees not toEmployee shall not, directly or indirectly, in the United States be employed by, or elsewhere where the any member of the Company Group (as defined below) is engaged in business, on such person’s own behalf or on the behalf of another (including act as a shareholderconsultant or lender to or in association with, member, partner, joint venturer or investor of another person): (i) engage in, own, control, advise, manage, serve as a director, officer officer, employee, partner, owner, joint venturer, member or employee ofotherwise of any person, act as a consultant to or contractor firm, corporation, partnership, limited liability company, association or other agent forentity that engages in the same business as, receive any economic benefit from or exert any influence uponcompetes with, any business actually conducted by the Company or activity any or its subsidiaries (other than beneficial ownership of up to 2% of the outstanding voting stock of a publicly traded company that competesis or owns such a competitor); (b) In the event that the employee is terminated by the Company for Cause or resigns without Good Reason, during the Employment Period and through the one-year period commencing on the effective date of the termination of Employee's employment hereunder, the Employee shall not, directly or indirectly, with be employed by, or act as a consultant or lender to or in association with, or as a director, officer, employee, partner, owner, joint venturer, member or otherwise of any person, firm, corporation, partnership, limited liability company, association or other entity that engages in the same business as, or competes with, any business actually conducted by the Company or any of its subsidiaries (other than beneficial ownership of up to 2% of the Company Group (outstanding voting stock of a “Competitive Business”publicly traded company that is or owns such a competitor); (iic) solicit, divert or attempt to solicit or divert any person who as In consideration of his employment hereunder and in view of the date of confidential position to be held by the Executive’s termination of employment is or wasEmployee hereunder, within during the Employment Period and through the one-year period prior commencing on the effective date of the termination of Employee's employment hereunder, the Employee will not (i) induce or attempt to induce any employee of the Company or any of its subsidiaries to leave the employ of the Company or such datesubsidiary, a or in any way interfere with the relationship between the Company or any of it subsidiaries and any employee thereof, (ii) hire directly or indirectly any person who is then an employee of the Company or any of its subsidiaries, or (iii) induce or attempt to induce any customer, clientsupplier, supplier licensee or other business relationship of any member relation of the Company Groupor any of its subsidiaries to cease doing business with the Company or such subsidiary, or within in any way interfere with the one-year period prior to relationship between any such date, was solicited to become a customer, clientsupplier, supplier licensee or other business relationship of any member relation and the Company or such subsidiary; provided, however, that the Employee will cease to be bound by this Section 7(c) on the six-month anniversary of the Company Group (each, a “Company Customer”), for the purpose of attempting to persuade any such Company Customer to cease to do business or to reduce the amount of business which any such Company Customer has customarily done or contemplates doing with any member effective date of the Company Group; ortermination of Employee's employment hereunder if his employment is terminated without Cause; (iiid) hireThe Employee expressly agrees that the character, employ, engage or solicit for employment or services any officer, employee or consultant of any member duration and geographic scope of the Company Group as provisions of this Section 7 are reasonable in light of the circumstances as they exist on the date hereof. If any competent court shall determine that the character, duration or geographic scope of termination such provisions is unreasonable, then it is the intention and the agreement of the Executive’s employment or at any time Employee and the Company that this Agreement shall be construed by the court in such a manner as to impose only those restrictions on the Employee's conduct that are reasonable in the 12 months prior light of the circumstances and that are necessary to assure to the Executive’s termination Company the benefits of employment, in each case until the date that is 12 months after the date on which such officer, employee or consultant ceases to be employed by any member of the Company Group, or encourage or induce any such individual to leave his or her employment or service relationship with any member of the Company Group; provided that the term “solicit for employment or services” as used in this clause (iv) shall not be deemed to include generalized searches for employees through media advertisements of general circulation, employment search firms, open job fairs or otherwise. Notwithstanding the foregoing, if the Executive’s principal place of employment is in the State of California, this Section 6(c) shall not apply for any period following the Executive’s termination of employment for any reason7.

Non-Competition and Non-Solicitation. While employed During the Executive's employment with the Company and for a period thereafter equal to the Severance Period, the Executive shall not, for himself or herself or on behalf of or in conjunction with any other person, persons, company, firm, partnership, corporation, business, group or other entity (each, a "Person"), work in the principal line of business engaged in, or planned to be engaged in, by the Company and its affiliates at the Date of Termination within any state where the Company or its affiliates are doing business or have plans for commencing business as of the Date of Termination. The Executive's passive ownership of less than five percent (5%) of the securities of a public company shall not be treated as an action in competition with the Company and its affiliates. (a) Executive hereby acknowledges and agrees that his employment with the Company places him in a position of trust and confidence with respect to the business operations, customers, prospects and personnel of the Company and its affiliates. He agrees that, due to his position and knowledge, his engaging in any business that competes in the principal line of business as the Company will cause the Company and its affiliates significant and irreparable harm. (b) In consideration of the compensation and benefits extended to him under this Agreement, Executive agrees that, during the term of Executive's employment by the Company and for 12 months after termination of a period thereafter equal to the Executive’s employment Severance Period, the Executive shall not, for any reason (the “Restricted Period”), the Executive agrees not towhatsoever, directly or indirectly, in the United States for himself or elsewhere where the any member of the Company Group (as defined below) is engaged in business, on such person’s own behalf herself or on the behalf of another (including as a shareholder, member, partner, joint venturer or investor of another person):in conjunction with any other Person with whom the Executive works or is affiliated: (i) engage insolicit and/or hire any Person who is on the Date of Termination, ownor has been within six (6) months prior to the Date of Termination, control, advise, manage, serve as a director, officer or an employee of, act as a consultant to or contractor or other agent for, receive any economic benefit from or exert any influence upon, any business or activity that competes, directly or indirectly, with the business of the Company Group (a “Competitive Business”)or its affiliates; (ii) solicit, divert induce or attempt to solicit induce or divert hire any person Person who as is, at the Date of the date of the Executive’s termination of employment is Termination, or was, has been within the one-year period six (6) months prior to such datethe Date of Termination, a an actual customer, client, supplier or other business relationship of any member of the Company Grouppartner, or within the one-year period prior to such date, was solicited to become a prospective customer, client, supplier or other business relationship of any member partner of the Company Group (each, a “Company Customer”)or its affiliates, for the purpose or with the intent of (A) inducing or attempting to persuade any induce such Company Customer Person to cease doing business with the Company or its affiliates, (B) enticing or attempting to entice such Person to do business with Executive or to reduce any affiliate of Executive, or (C) in any way interfering with the amount of business which any relationship between such Company Customer has customarily done or contemplates doing with any member of Person and the Company Groupor its affiliates; or (iii) hiresolicit, employinduce or attempt to induce any Person who is or that is, engage or solicit for employment or services any officer, employee or consultant of any member at the time of the Company Group as Date of the date of termination of the Executive’s employment Termination, or at any time in the 12 has been within six (6) months prior to the Date of Termination, a supplier, licensee or consultant of, or provider of goods or services to the Company or its affiliates, for the purpose or with the intent of (A) inducing or attempting to induce such Person to cease doing business with the Company or its affiliates or (B) in any way interfering with the relationship between such Person and the Company or its affiliates. (c) In the event the Severance Period is less than 12 months, or in the event there is no Severance Period, the Company shall have the right, but not the obligation, to extend the period of time during which the restrictive covenants set forth in clauses (a) and (b) above shall remain in effect for up to 24 additional months following the Severance Period or the Date of Termination, as the case may be, subject to paying consideration to the Executive for such extended period in cash in an amount equal to the Executive’s termination 's Base Salary in effect on the Date of employmentTermination, payable monthly in arrears. The Company shall provide written notice to the Executive at least 60 days prior to the second anniversary of the Date of Termination of the Company's election to extend the restrictive covenants as provided herein. (d) Because of the difficulty of measuring economic losses to the Company as a result of a breach of the foregoing covenants, and because of the immediate and irreparable damage that could be caused to the Company and its affiliates for which it would have no other adequate remedy, Executive agrees that the foregoing covenants in this Section 9, in each case until addition to and not in limitation of any other rights, remedies or damages available to the date Company at law, in equity or under this Agreement, shall be enforced by the Company in the event of the breach or threatened breach by Executive, by injunctions and/or restraining orders. (e) It is agreed by the parties that is 12 months after the date covenants contained in this Section 9 impose a fair and reasonable restraint on which such officer, employee or consultant ceases to be employed by any member Executive in light of the activities and business of the Company Group, or encourage or induce any such individual to leave his or her employment or service relationship with any member and its affiliates on the date of the execution of this Agreement and the current plans of the Company Groupand its affiliates; provided but it is also the intent of the Company and Executive that such covenants be construed and enforced in accordance with the changing activities, business and locations of the Company and its affiliates throughout the term of these covenants. Executive also acknowledges that this restraint will not prevent him from earning a living in his chosen field of work. (f) The covenants in this Section 9 are severable and separate, and the unenforceability of any specific covenant shall not affect the provisions of any other covenant. Moreover, in the event any court of competent jurisdiction shall determine that the term “solicit for employment scope, time or services” as used territorial restrictions set forth herein are unreasonable, then it is the intention of the parties that such restrictions be enforced to the fullest extent that such court deems reasonable, and the Agreement shall thereby be reformed to reflect the same. (g) All of the covenants in this clause (iv) Section 9 shall be construed as an agreement independent of any other provision in this Agreement, and the existence of any claim or cause of action of Executive against the Company whether predicated on this Agreement or otherwise shall not constitute a defense to the enforcement by the Company of such covenants. It is specifically agreed that the duration of the period during which the agreements and covenants of Executive made in this Section 9 shall be deemed to include generalized searches for employees through media advertisements effective shall be computed by excluding from such computation any time during which Executive is in violation of general circulation, employment search firms, open job fairs or otherwise. any provision of this Section 9. (h) Notwithstanding any of the foregoing, if any applicable law, judicial ruling or order shall reduce the Executive’s principal place time period during which Executive shall be prohibited from engaging in any competitive activity described in Section 9 hereof, the period of employment is in time for which Executive shall be prohibited pursuant to Section 9 hereof shall be the State of California, this Section 6(c) shall not apply for any period following the Executive’s termination of employment for any reasonmaximum time permitted by law.

Non-Competition and Non-Solicitation. While employed During the period of employment by or with the Company Company, and for 12 months after a period following the termination of his employment under this Agreement equal to the Executive’s employment longer of (i) one (1) year or (ii) the period during which Employee is entitled to receive and is receiving any payment pursuant to Section 4.2(d), 4.2(e) or 4.3 hereof, Employee will not, for any reason (the “Restricted Period”), the Executive agrees not towhatsoever, directly or indirectly, for himself or on behalf of or in conjunction with any other person, persons, company, partnership, corporation or business of whatever nature: a. engage, as an officer, director, owner, partner, joint venturer, employee, independent contractor, consultant or advisor in any business selling any products or services in direct competition with the United States Company, within one hundred (100) miles of the principle executive office of the Company or elsewhere where any of the Company's affiliates or subsidiaries conduct business, including any territory serviced by the Company or any of such affiliates or subsidiaries (the "Territory"); b. call upon any person who is, at that time, within the Territory, an employee of the Company (including the affiliates and subsidiaries thereof) in a managerial capacity for the purpose or with the intent of enticing such employee away from or out of the employ of the Company (including the affiliates and subsidiaries thereof), provided that Employee shall be permitted to call upon and hire any member of his or her immediate family; c. call upon any person or entity which is, at that time, or which has been, within one (1) year prior to that time, a customer of the Company Group (as defined belowincluding the affiliates and subsidiaries thereof) is engaged within the Territory for the purpose of soliciting or selling products or services in businessdirect competition with the Company within the Territory; d. call upon any prospective acquisition candidate, on such person’s Employee's own behalf or on the behalf of another any competitor, which candidate was either called upon by the Company (including as a shareholder, member, partner, joint venturer the affiliates and subsidiaries thereof) or investor of another person): (i) engage in, own, control, advise, manage, serve as a director, officer or employee of, act as a consultant to or contractor or other agent for, receive any economic benefit from or exert any influence upon, any business or activity that competes, directly or indirectly, with the business of for which the Company Group (a “Competitive Business”); (ii) solicit, divert or attempt to solicit or divert any person who as of the date of the Executive’s termination of employment is or was, within the one-year period prior to such date, a customer, client, supplier or other business relationship of any member of the Company Group, or within the one-year period prior to such date, was solicited to become a customer, client, supplier or other business relationship of any member of the Company Group (each, a “Company Customer”)made an acquisition analysis, for the purpose of attempting to persuade any acquiring such Company Customer to cease to do business or to reduce entity, in either case, during the amount of business which any such Company Customer has customarily done or contemplates doing with any member last twelve (12) months of the Company Group; or (iii) hire, employ, engage or solicit for Employee's employment or services any officer, employee or consultant of any member of with the Company Group as of the date of termination of the Executive’s employment or at any time in the 12 months prior to the Executive’s termination of employment, in each case until the date that is 12 months after the date on which such officer, employee or consultant ceases to be employed by any member of the Company Group, or encourage or induce any such individual to leave his or her employment or service relationship with any member of the Company Group; provided that the term “solicit for employment or services” as used in this clause (iv) shall not be deemed to include generalized searches for employees through media advertisements of general circulation, employment search firms, open job fairs or otherwise. Notwithstanding the foregoing, if the Executive’s principal place of employment is in the State of California, this Section 6(c) shall not apply for any period following the Executive’s termination of employment for any reasonCompany.

Non-Competition and Non-Solicitation. While employed In consideration of Employee’s employment hereunder and the benefits derived by Employee as a result of the transactions contemplated by the Merger Agreement, Employee agrees to the following: (a) Employee hereby agrees that during the period commencing on the date hereof and ending on the date that is the later of (i) the second (2nd) anniversary of the date of the termination of Employee’s employment with the Company for any reason regardless of the circumstances thereof and (ii) in the case of a termination by the Company and without Cause or a resignation by Employee for 12 months Good Reason, if Employee receives benefits subsequent to the date twenty four (24) month after the termination of employment pursuant to Section 6(e)(iv), the Executive’s employment for any reason last day that Employee receives benefits pursuant to such Section 6(e)(iv) (the “Restricted Noncompetition Period”), Employee will not, without the Executive agrees not toexpress written consent of the Company, directly or indirectly, anywhere in the United States or elsewhere where the in any member of foreign country in which the Company Group (as defined below) is engaged in has conducted business, on such person’s own behalf is conducting business or on is presently contemplating conducting business, engage in any activity which is, or participate or invest in, or provide or facilitate the behalf provision of another financing to, or assist (including whether as a owner, part-owner, shareholder, member, partner, joint venturer or investor of another person): (i) engage in, own, control, advise, manage, serve as a director, officer officer, trustee, executive, agent or employee ofconsultant, act as a consultant to or contractor or in any other agent for, receive any economic benefit from or exert any influence uponcapacity), any business business, organization or activity that competes, directly Person other than the Company (or indirectly, with the business any subsidiary or affiliate of the Company), including any such business, organization or Person involving, or which is, a family member of Employee, whose business, activities, products or services are competitive with any of the business, activities, products or services conducted or offered or proposed to be conducted or offered by the Company Group or its subsidiaries during any period in which Employee is employed by the Company or any of its subsidiaries. Without implied limitation, the foregoing covenant shall be deemed to prohibit (other than through a “Competitive Business”); general solicitation not targeted at the Company or its subsidiaries) (iia) solicithiring or engaging or attempting to hire or engage for or on behalf of Employee or any such competitor any employee of the Company, divert Parent or attempt to solicit any of their direct and/or indirect subsidiaries, or divert any person former employee of the Company, Parent or any of their direct and/or indirect subsidiaries who as of was employed during the six (6) month period immediately preceding the date of such attempt to hire or engage, (b) encouraging for or on behalf of Employee or any such competitor any such employee to terminate his or her relationship or employment with the Executive’s termination Company, Parent or any of employment is their direct and/or indirect subsidiaries, or was(c) recruiting, within the one-year period prior to soliciting or diverting for or on behalf of Employee or any such date, a customer, client, supplier or other business relationship of competitor any member customer of the Company GroupCompany, Parent or any of their direct and/or indirect subsidiaries, or within the one-year period prior to such date, was solicited to become a customer, client, supplier or other business relationship of any member former customer of the Company Group Company, Parent or any of their direct and/or indirect subsidiaries who was a customer during the six (each6) month period immediately preceding the date of such recruitment, a “Company Customer”), solicitation or diversion for the purpose of attempting providing any business, activities, products or services the same as or substantially similar to persuade the business, activities, products or services provided or offered by the Company. Notwithstanding anything herein to the contrary, Employee may make passive investments in any enterprise the shares of which are publicly traded if such investment constitutes less than five percent (5%) of the equity of such enterprise. Employee agrees that if a court of competent jurisdiction determines that any restriction, or portion thereof, set forth in this Section 7 is overly restrictive and unenforceable, the court may reduce or modify such restrictions to those which it deems reasonable and enforceable under the circumstances, and as so reduced or modified, the parties hereto agree that the restrictions of this Section 7 shall remain in full force and effect. Employee further agrees that if a court of competent jurisdiction determines that any provision of this Section 7 is unenforceable, the remaining provisions of this Section 7 and the remainder of this Agreement shall not be affected thereby, and shall remain in full force and effect. Employee acknowledges that the restrictions contained in this paragraph in view of the nature of the Company’s business, are reasonable and necessary to protect the Company’s legitimate business interests and that any violation of this paragraph would result in irreparable injury to the Company, and that monetary damages may not be sufficient to compensate the Company Customer for any economic loss which may be incurred by reason of breach of the foregoing restrictive covenants. In the event of a breach or a threatened breach by Employee of any provision in this paragraph, the Company shall be entitled to cease a temporary restraining order and injunctive relief restraining Employee from the commission of any breach, and to do business recover the Company’s attorneys’ fees, costs and expenses related to the breach or threatened breach. Nothing contained in this paragraph shall be construed as prohibiting the Company from pursuing any other remedies available to reduce it for any breach or threatened breach, including, without limitation, the amount recovery of business money damages, attorneys’ fees and costs. The restrictions in this paragraph shall each be construed as independent of any other provisions in this Agreement, and the existence of any claim or cause of action by Employee against the Company, whether predicated on this Agreement or otherwise, shall not constitute a defense to the enforcement of this Agreement. If Employee violates any of the restrictions contained in this Section, the restrictive period will be suspended and will not run in favor of Employee from the time of the commencement of any violation until the time when Employee cures the violation to the Company’s reasonable satisfaction. (b) During and after Employee’s employment, Employee shall cooperate fully with the Company in the defense or prosecution of any claims or actions now in existence or which any such Company Customer has customarily done may be brought in the future against or contemplates doing with any member on behalf of the Company Group; or (iii) hirethat relate to events or occurrences that transpired while Employee was employed by the Company. Employee’s full cooperation in connection with such claims or actions shall include, employbut not be limited to, engage being available to meet with counsel to prepare for discovery or solicit for employment or services any officer, employee or consultant of any member trial and to act as a witness on behalf of the Company Group as of the date of termination of the Executive’s employment or at any time in the 12 months prior to the Executive’s termination of employment, in each case until the date that is 12 months mutually convenient times. During and after the date on which Employment, Employee also shall cooperate fully with the Company in connection with any investigation or review of any federal, state or local regulatory authority as any such officer, employee investigation or consultant ceases review relates to be events or occurrences that transpired while Employee was employed by the Company. Subject to Section 17(d), the Company shall reimburse Employee for any member reasonable fees and reasonable out-of-pocket expenses incurred in connection with Employee’s performance of obligations pursuant to this Section 7(b) and such cooperation shall be at reasonable times and upon reasonable advance notice. (c) Employee agrees, while he is employed by the Company, to offer or otherwise make known or available to it, as directed by the Board of the Company Groupand without additional compensation or consideration, any business prospects, contracts or encourage other business opportunities that Employee may discover, find, develop or induce otherwise have available to Employee in the Company’s general industry and further agrees that any such individual to leave his prospects, contacts or her employment or service relationship with any member other business opportunities shall be the property of the Company Group; provided that the term “solicit for employment or services” as used in this clause (iv) shall not be deemed to include generalized searches for employees through media advertisements of general circulation, employment search firms, open job fairs or otherwise. Notwithstanding the foregoing, if the Executive’s principal place of employment is in the State of California, this Section 6(c) shall not apply for any period following the Executive’s termination of employment for any reasonCompany.

Non-Competition and Non-Solicitation. While employed by (i) During the Company and for 12 months after termination of the Executive’s employment for any reason (the “Restricted Non-Compete Period”), the Executive agrees not toSellers shall not, directly or indirectly, in the United States or elsewhere where the any member of the Company Group (as defined below) is engaged in business, whether on such person’s their own behalf or on the behalf of another (including as a shareholder, member, partner, joint venturer or investor of another person): (i) engage in, own, control, advise, manage, serve as a director, officer or employee of, act as a consultant to or contractor or other agent for, receive in conjunction with any economic benefit from or exert any influence upon, any business or activity that competesPerson, directly or indirectlyindirectly solicit or assist in soliciting, in competition with the Business within the geographic regions in which the Company or any of the Company Subsidiaries then engage in such Business, any Person: (A) with whom the applicable Seller had personal contact or dealings on behalf of the Company or any of the Company Subsidiaries during the two-year period immediately preceding the Closing Date; (B) with whom employees directly reporting to the applicable Seller have had personal contact or dealings with on behalf of the Company or any of the Company Subsidiaries during the two-year period immediately preceding the Closing Date; or (C) for whom the applicable Seller had direct or indirect supervisory responsibility during the two-year period immediately preceding the Closing Date. (ii) During the Non-Compete Period (and, except with respect to the business of the Company Group Company, during the period between the date hereof and the Closing), the Sellers shall not, directly, or indirectly: (A) Engage in the business of marketing or selling beauty, nutritional, or lifestyle products (a “Competitive Business”); (iiB) solicit, divert or attempt to solicit or divert any person who as of enter the date of the Executive’s termination of employment is or was, within the one-year period prior to such date, a customer, client, supplier or other business relationship of any member of the Company Groupemploy of, or within the one-year period prior to such daterender any services to, was solicited to any Competitive Business; (C) acquire a financial interest in, or otherwise become a customeractively involved with, clientany Competitive Business, supplier directly or other business relationship of any member of the Company Group (eachindirectly, a “Company Customer”)as an individual, for the purpose of attempting to persuade any such Company Customer to cease to do business partner, shareholder, officer, director, principal, agent, trustee, or to reduce the amount of business which any such Company Customer has customarily done or contemplates doing with any member of the Company Groupconsultant; or (D) interfere with, or attempt to interfere with, business relationships between the Company or any of its Affiliates or Subsidiaries and their customers, suppliers, manufacturers, licensors, vendors, lessors, or investors. (iii) hireNotwithstanding anything to the contrary in this Agreement, employthe Sellers may, engage directly or solicit for employment or services any officerindirectly, employee or consultant own, solely as a passive investment, securities of any Person engaged in the Business that are listed on a national securities exchange or publicly traded on the over-the-counter market if such Seller (i) is not an Affiliate of or a member of a group which controls such Person; and (ii) does not, directly or indirectly, own five percent or more of any class of securities of such Person. (iv) During the Non-Compete Period, the Sellers shall not, whether on their own behalf or on behalf of any Person, directly or indirectly, solicit or encourage any employee of the Company Group or any of the Company Subsidiaries or its Affiliates or their respective successors or assigns to leave such employment; provided, however, that this restriction shall not be prohibitive of any general solicitation that is not specifically targeted at such persons. (v) During the Non-Compete Period, the Sellers shall not, whether on their own behalf or on behalf of or in conjunction with any Person, directly or indirectly, hire any employee who was employed by the Company or any of the Company Subsidiaries or its Affiliates as of the date of termination Closing Date or who left the employment of the Executive’s employment Company or at any time in of the 12 Company Subsidiaries or its Affiliates within six months prior to the Executive’s termination Closing Date, unless the Company has terminated the employment of employmentsuch Person subsequent to the Closing Date. (vi) During the Non-Compete Period, in each case until the date that is 12 months after Sellers shall not, directly or indirectly, request or encourage any consultant then under contract with the date on which such officer, employee Company or consultant ceases to be employed by any member of the Company Group, Subsidiaries or encourage or induce any such individual its Affiliates to leave his or her employment or service relationship cease to work with any member of the Company Groupor any of the Company Subsidiaries or its Affiliates; provided or publicly disparage by any means (whether written or oral) the Company or any of the Company Subsidiaries or any aspect of the Company’s or any Company Subsidiary’s management, policies, operations, products, services or practices in a manner that has or would reasonably have a material and adverse effect on the Company or any Company Subsidiary. (vii) In the event a Seller violates any of the provisions contained in this Section 5.12(a), the Sellers understand and agree that the term “solicit breaching Seller will be liable to Parent, the Company or their Affiliates for employment any damage caused by such Seller’s violation, including attorney fees and expenses. In addition to any other relief available to the Company in event of a breach, the Company may obtain equitable relief in the form of temporary and permanent injunction and, where applicable, damages at law. Such damages may be set-off against amounts otherwise due to such Seller from any of Parent, the Company or services” as used their Subsidiaries or their Affiliates or their respective successor and assigns. (viii) If any court of competent jurisdiction finds that any restriction contained in this clause (iv) shall Agreement is unenforceable, and such restriction cannot be deemed amended so as to include generalized searches for employees through media advertisements make it enforceable, such finding will not affect the enforceability of general circulation, employment search firms, open job fairs or otherwise. Notwithstanding any of the foregoing, if the Executive’s principal place of employment is in the State of California, this Section 6(c) shall not apply for any period following the Executive’s termination of employment for any reasonother restrictions contained herein.

Non-Competition and Non-Solicitation. While employed (a) In consideration of the provisions hereof, for the period commencing on the date hereof and ending on the first anniversary of the termination of this Agreement by the Company and for 12 months after termination of with Cause pursuant to Section 7(a) or by the Executive’s employment for any reason (the “Restricted Period”Employee without Good Reason pursuant to Section 8(b), the Executive agrees not toEmployee will not, except as specifically provided below, anywhere in any county in any state in which the Company is engaged in business as of such termination date, directly or indirectly, in acting individually or as the United States or elsewhere where the any member of the Company Group (as defined below) is engaged in businessowner, on such person’s own behalf or on the behalf of another (including as a shareholder, memberpartner or 11 management employee of any entity, partner, joint venturer or investor of another person): (i) engage inin the operation of a solid waste collection, owntransporting or disposal business, controltransfer facility, adviserecycling facility, manage, serve materials recovery facility or solid waste landfill; (ii) enter the employ as a director, officer or employee manager of, act as a consultant or render any personal services to or contractor for the benefit of, or other agent assist in or facilitate the solicitation of customers for, or receive any economic benefit from remuneration in the form of management salary, commissions or exert any influence uponotherwise from, any business engaged in such activities in such counties; or activity (iii) receive or purchase a financial interest in, make a loan to, or make a gift in support of, any such business in any capacity, including without limitation, as a sole proprietor, partner, shareholder, officer, director, principal agent or trustee; provided, however, that competesthe Employee may own, directly or indirectly, solely as an investment, securities of any business traded on any national securities exchange or quoted on any NASDAQ market, provided the Employee is not a controlling person of, or a member of a group which controls, such business and further provided that the Employee does not, in the aggregate, directly or indirectly, own two percent (2%) or more of any class of securities of such business. (b) After termination of this Agreement by the Company with Cause pursuant to Section 7(a) or by the business Employee without Good Reason pursuant to Section 8(b), the Employee shall not (i) solicit any residential or commercial customer of the Company Group (to whom the Company provides service pursuant to a “Competitive Business”); franchise agreement with a public entity in any county in any state in which the Company is engaged in business as of such termination date, (ii) solicit, divert solicit any residential or attempt to solicit or divert any person who as of the date of the Executive’s termination of employment is or was, within the one-year period prior to such date, a customer, client, supplier or other business relationship of any member commercial customer of the Company Group, or within the one-year period prior to such date, was solicited to become enter into a customer, client, supplier or other business solid waste collection account relationship of any member with a competitor of the Company Group (each, a “Company Customer”), for the purpose of attempting to persuade in any such Company Customer to cease to do business or to reduce the amount of business which any such Company Customer has customarily done or contemplates doing with any member of the Company Group; or county, (iii) hiresolicit any such public entity to enter into a franchise agreement with any such competitor, employ, engage or (iv) solicit for employment or services any officer, employee or consultant of any member contractor of the Company Group as to enter into an employment or contractor agreement with a competitor of the date Company or otherwise interfere in any such relationship, or (v) solicit on behalf of termination a competitor of the Executive’s employment Company any prospective customer of the Company that the Employee called on or at any time was involved in soliciting on behalf of the 12 months prior to Company during the Executive’s termination of employmentTerm, in each case until the second anniversary of the date of such termination, unless otherwise permitted to do so by Section 12(a). (c) If the final judgment of a court of competent jurisdiction declares that any term or provision of this Section 12 is invalid or unenforceable, the parties agree that the court making the determination of invalidity or unenforceability shall have the power to reduce the scope, duration or area of the term or provision, to delete specified words or phrases or to replace any invalid or unenforceable term or provision with a term or provision that is 12 months valid and enforceable and that comes closest to expressing the intention of the invalid or unenforceable term or provision, and this Agreement shall be enforceable as so modified after the date on which such officer, employee or consultant ceases to be employed by any member expiration of the Company Group, or encourage or induce any such individual to leave his or her employment or service relationship with any member of time within which the Company Group; provided that the term “solicit for employment or services” as used in this clause (iv) shall not judgment may be deemed to include generalized searches for employees through media advertisements of general circulation, employment search firms, open job fairs or otherwise. Notwithstanding the foregoing, if the Executive’s principal place of employment is in the State of California, this Section 6(c) shall not apply for any period following the Executive’s termination of employment for any reasonappealed.

Non-Competition and Non-Solicitation. While employed by (a) During the Company Employment Period and for 12 months after termination a period of the Executive’s employment for any reason one (1) year thereafter (the “Restricted Non-Compete Period”), the Executive agrees shall not toengage, directly or indirectly, whether as principal, agent, employee, consultant, distributor, representative, five percent (5%) or greater stockholder or otherwise, in the business of manufacturing and/or distributing pool equipment anywhere in the United States or elsewhere where any other jurisdiction in which the any member Companies operate during the Employment Period or, with respect to the portion of the Company Group Non-Compete Period that follows the Employment Period, as of the conclusion of the Employment Period (as defined belowa “Competing Business”). Notwithstanding the foregoing, nothing contained herein shall prohibit the Executive from providing services for or with respect to any division, subsidiary or affiliate (each, a “Unit”) of an entity (other than Pentair plc or any of its Affiliates) if that Unit is not engaged in businessa Competing Business, on irrespective of whether some other Unit of such person’s own behalf entity engages in a Competing Business (so long as the Executive does not directly or on indirectly provide services for the behalf competing Unit). (b) During the Employment Period and for a period of two (2) years thereafter (the “Non-Solicit Period”), the Executive shall not, directly or indirectly (whether alone or jointly with another (including as a shareholderPerson), member, partner, joint venturer or investor of another person): (i) solicit for employment, hire, employ, or engage inany Person who, ownat any time during the Non-Solicit Period, control, advise, manage, serve as a director, is an officer or employee ofof the Parent or any of its direct or indirect subsidiaries, act as including the Company; provided, however, that the preceding sentence does not prohibit the Executive from (A) soliciting or hiring any Person whose employment, or engagement for services, was terminated by any such Person at least twelve (12) months prior to the date of such solicitation or hire; and provided, further, that such termination was not encouraged by the Executive, or (B) engaging in any general solicitation not targeted at any employee of any such Person, including a consultant to non-directed executive search or contractor placing general advertisements for employees in newspapers or other agent for, receive any economic benefit from or exert any influence upon, any business or activity that competesmedia of general circulation so long as such employee is not hired, directly or indirectly, with by the business Executive or any of the Company Group (a “Competitive Business”); his controlled Affiliates or (ii) solicit, divert solicit business from any customer or attempt to solicit products or divert services from any person who as vendor of the date Parent or any of its direct or indirect subsidiaries, including the Company, that interferes with or jeopardizes the business or relationships of any such Person with any such customer or vendor. (c) The Parties acknowledge and agree that the Executive’s obligations under Section 6, this Section 7 and the following Section 8 (collectively, the “Covenants”) are of a special, unique and extraordinary nature, that there may be no adequate remedy at law for any breach thereof, that any such breach may allow third parties to compete unfairly with the Parent or any of its direct or indirect parents or subsidiaries, including the Company, resulting in irreparable harm to any such Person, and, therefore, upon any such breach or any threat thereof, the Companies shall be entitled to preliminary and permanent, mandatory or negative injunctive relief against any breach or threatened breach by the Executive of any of the Covenants, without having to post a bond, in addition to whatever remedies they may have at law. The Executive hereby agrees that (i) the terms of the Covenants are reasonable, (ii) the foregoing restrictions will not prevent him from obtaining gainful employment in his occupation or field of expertise or cause him undue hardship, and (iii) in the event a court determines that any of the provisions of the Covenants are unreasonable or contrary to public policy, or invalid or unenforceable for any reason in fact, law or equity, then such provision shall be deemed to be modified to permit its enforcement to the maximum extent permitted by law. So that the Companies may enjoy the full benefits of the covenants set forth in this Section 7, the Executive further agrees that the Non-Compete Period or Non-Solicit Period, as applicable, shall be tolled, and shall not run, during the period of time during which the Executive is in breach of any of the covenants contained in this Section 7, after such time the Company has informed the Executive that he is so in breach. It is also agreed that each of the Parent and its direct or indirect parents or subsidiaries, including the Company, shall have the right to enforce all of the Executive’s termination of employment is or wasobligations to that Affiliate under this Agreement, within the one-year period prior including without limitation pursuant to such date, a customer, client, supplier or other business relationship of any member of the Company Group, or within the one-year period prior to such date, was solicited to become a customer, client, supplier or other business relationship of any member of the Company Group (each, a “Company Customer”), for the purpose of attempting to persuade any such Company Customer to cease to do business or to reduce the amount of business which any such Company Customer has customarily done or contemplates doing with any member of the Company Group; or (iii) hire, employ, engage or solicit for employment or services any officer, employee or consultant of any member of the Company Group as of the date of termination of the Executive’s employment or at any time in the 12 months prior to the Executive’s termination of employment, in each case until the date that is 12 months after the date on which such officer, employee or consultant ceases to be employed by any member of the Company Group, or encourage or induce any such individual to leave his or her employment or service relationship with any member of the Company Group; provided that the term “solicit for employment or services” as used in this clause (iv) shall not be deemed to include generalized searches for employees through media advertisements of general circulation, employment search firms, open job fairs or otherwise. Notwithstanding the foregoing, if the Executive’s principal place of employment is in the State of California, this Section 6(c) shall not apply for any period following the Executive’s termination of employment for any reason7.

Non-Competition and Non-Solicitation. While employed by (a) You will not at any time, without the prior written consent of the Company, during your employment with the Company and for 12 months a period of one (1) year after the termination of the Executive’s employment for your employment, either individually or in partnership, jointly or in conjunction with any reason (the “Restricted Period”)person or persons, the Executive agrees not tofirm, association, syndicate, corporation or company, whether as agent, shareholder, employee, consultant, or in any manner whatsoever, directly or indirectly, in the United States or elsewhere where the any member of the Company Group (as defined below) is engaged in business, on such person’s own behalf or on the behalf of another (including as a shareholder, member, partner, joint venturer or investor of another person):: (i) anywhere in the Territory, engage in, own, controlcarry on or otherwise have any interest in, advise, managelend money to, serve as a director, officer guarantee the debts or employee obligations of, act as a consultant permit your name to or contractor or other agent for, receive any economic benefit from or exert any influence upon, be used in connection with any business or activity that competes, directly or indirectly, with the business of which is competitive to the Company Group (a “Competitive Business”)or which provides the same or substantially similar services as the Company; (ii) for the purpose, or with the effect, of competing with any business of the Company, solicit, divert interfere with, accept any business from or attempt render any services to solicit anyone who is a client or divert any person who as of the date of the Executive’s termination of employment is or was, within the one-year period prior to such date, a customer, client, supplier or other business relationship of any member prospective client of the Company Group, or within any Affiliate at the one-year period prior time you ceased to such date, was solicited to become a customer, client, supplier or other business relationship of any member of be employed by the Company Group or who was a client during the twelve (each, a “Company Customer”), for the purpose of attempting to persuade any 12) months immediately preceding such Company Customer to cease to do business or to reduce the amount of business which any such Company Customer has customarily done or contemplates doing with any member of the Company Group; ortime; (iii) hiresolicit or offer employment to any person employed or engaged by the Company or any Affiliate at the time you ceased to be employed by the Company or who was an employee during the 12-month period immediately preceding such time. (b) Nothing in this Offer Letter shall prevent you from owning, employin the aggregate, engage five percent (5%) or solicit for employment or services any officer, employee or consultant of any member less of the Company Group as outstanding equity interests of the date of termination of the Executive’s employment a company whose securities are traded on a national security exchange or on an over-the-counter market. (c) If you are at any time in the 12 months prior violation of any provision of this Section 7.4, then each time limitation set forth in this Section 7.4 shall be extended for a period of time equal to the Executive’s termination period of employment, in each case until the date that is 12 months after the date on time during which such officerviolation or violations occur. If the Company seeks injunctive relief from any such violation, employee or consultant ceases then the covenants set forth shall be extended for a period of time equal to be employed by any member the pendency of the Company Groupproceeding in which relief is sought, or encourage or induce any such individual to leave his or her employment or service relationship with any member of the Company Group; provided that the term “solicit for employment or services” as used in this clause (iv) shall not be deemed to include generalized searches for employees through media advertisements of general circulation, employment search firms, open job fairs or otherwise. Notwithstanding the foregoing, if the Executive’s principal place of employment is in the State of California, this Section 6(c) shall not apply for any period following the Executive’s termination of employment for any reasonincluding all appeals therefrom.

Non-Competition and Non-Solicitation. While employed by (a) Subject to the Company and for 12 months after termination Section 7(b) hereof, each Seller acknowledges that in order to assure Buyer that it will retain the value of KP as a "going concern," such Seller agrees not to utilize its special knowledge of the Executive’s employment for business of KP and its relationship with customers, suppliers and others to compete with KP. For the period beginning on the Closing Date and ending on the third anniversary thereof, no Seller (or any reason (the “Restricted Period”)of his or her employees, the Executive agrees not toagents or others under his or her control, directly or indirectly, in the United States on his or elsewhere where the any member of the Company Group (as defined below) is engaged in business, on such person’s own her behalf or on the behalf of another any other Person) shall (including A) engage anywhere in the States of Connecticut, New York, New Jersey and Pennsylvania, alone or in association with others, as a shareholderprincipal, memberofficer, agent, employee, director, partner, joint venturer stockholder, or investor through the investment of another person): (i) engage incapital, ownlending of money or property, controlrendering of services or otherwise, advise, manage, serve as a director, officer or employee of, act as a consultant to or contractor or other agent for, receive any economic benefit from or exert any influence upon, in any business that competes with KP in the sale of international calling cards and handsets (the "Calling Card Business"); provided, that the fulfillment of the Master Vendor Agreement by each Seller shall not be deemed a violation of the terms hereof, (B) accept business from, or activity that competes, directly or indirectly, with solicit the business of any Person who is, or who had been at any time during the Company Group (one year preceding the date hereof was, a “Competitive Business”); (ii) solicitcustomer of KP, or otherwise divert or attempt to divert any Calling Card Business from KP; or (C) recruit or otherwise solicit or divert induce any person who as of the date of the Executive’s termination of employment is or was, within the one-year period prior to such date, a customer, client, supplier or other business relationship of any member of the Company Groupan employee of, or within the one-year period prior otherwise engaged by KP to such date, was solicited to become a customer, client, supplier or other business relationship of any member of the Company Group (each, a “Company Customer”), for the purpose of attempting to persuade any such Company Customer to cease to do business or to reduce the amount of business which any such Company Customer has customarily done or contemplates doing with any member of the Company Group; or (iii) hire, employ, engage or solicit for employment or services any officer, employee or consultant of any member of the Company Group as of the date of termination of the Executive’s employment or at any time in the 12 months prior to the Executive’s termination of employment, in each case until the date that is 12 months after the date on which such officer, employee or consultant ceases to be employed by any member of the Company Group, or encourage or induce any such individual to leave terminate his or her employment or service other relationship with KP, or hire any member person who has left the employ of KP during the Company Group; provided that one year preceding the term “solicit date hereof. (b) Notwithstanding anything to the contrary herein, if a Seller's employment with KP, as the case may be, pursuant to an Employment Agreement is terminated without Cause (as defined therein) or for Disability by KP, the provisions of subsections (A), (B) and (C) above shall not apply to such Seller after any and all Severance Payments (as defined in the Employment Agreement) have been paid by KP to such Seller. Furthermore, notwithstanding anything to the contrary herein, if a Seller validly terminates his or her employment under the Employment Agreement (if applicable) as a Coordinated Termination (as defined therein), the provisions of subsections (A), (B) and (C) above shall not apply to such Seller upon the effective date of such Coordinated Termination. The providing of self-labeled calling cards to KP by a Seller or services” as used in this clause (iv) an affiliate thereof shall not be deemed a violation of Subsection (A) above if both the Buyer and such Seller consent in writing thereto. (c) The restrictions set forth in this Section 7 are considered by the parties to include generalized searches be reasonable for employees through media advertisements the purposes of general circulationprotecting the value of the business and goodwill of KP. It is the desire and intent of the parties that the provisions of this Section 7 be enforced to the fullest extent permissible under the laws and public policies of each jurisdiction in which enforcement is sought. If any provisions of this Section 7 relating to the time period, employment search firmsscope of activities or geographic area of restrictions is declared by a court of competent jurisdiction to exceed the maximum permissible time period, open job fairs scope of activities or otherwisegeographic area, the maximum time period, scope of activities or geographic area, as the case may be, shall be reduced to the maximum which such court deems enforceable. Notwithstanding the foregoing, if the Executive’s principal place If any provisions of employment is this Section 7 other than those described in the State preceding sentence are adjudicated to be invalid or unenforceable, the invalid or unenforceable provisions shall be deemed amended (with respect only to the jurisdiction in which such adjudication is made) in such manner as to render them enforceable and to effectuate as nearly as possible the original intentions and agreement of California, this Section 6(c) shall not apply for any period following the Executive’s termination of employment for any reasonparties.

Non-Competition and Non-Solicitation. While employed by (a) Throughout the Company and for 12 months after period from the Grant Date to the Vesting Date or, if earlier, to the first anniversary of the Participant’s termination of the Executive’s employment for any reason (the “Restricted Non-Compete Period”), the Executive Participant agrees not tothat he will not, except on behalf of the Company or any Subsidiary (collectively, the “Control Group”) or with the written consent of a member the Control Group: (a) engage in any business activity, directly or indirectly, in the United States on his own behalf or elsewhere where the any member as a partner, stockholder (except by ownership of less than 1% of the Company Group (as defined below) outstanding stock of a publicly held corporation), director, trustee, principal, agent, employee, consultant or otherwise of any person, firm or corporation, which is engaged in business, on such person’s own behalf any activity in which the Control Group is engaged at the time; or on (b) allow the behalf use of another (including as a shareholder, member, partner, joint venturer his name by or investor of another person):in connection with any business that is competitive with any activity in which the Control Group is engaged. (ib) engage in, own, control, advise, manage, serve as a director, officer or employee of, act as a consultant Throughout the period from the Grant Date to or contractor or other agent for, receive any economic benefit from or exert any influence upon, any business or activity that competes, directly or indirectly, with the business first anniversary of the Company Group (a “Competitive Business”); (ii) solicit, divert or attempt to solicit or divert any person who as of the date of the Executive’s termination of employment is or was, within the one-year period prior to such date, a customer, client, supplier or other business relationship of any member of the Company Group, or within the one-year period prior to such date, was solicited to become a customer, client, supplier or other business relationship of any member of the Company Group (each, a “Company Customer”), for the purpose of attempting to persuade any such Company Customer to cease to do business or to reduce the amount of business which any such Company Customer has customarily done or contemplates doing with any member of the Company Group; or (iii) hire, employ, engage or solicit for employment or services any officer, employee or consultant of any member of the Company Group as of the date of termination of the Executive’s employment or at any time in the 12 months prior to the Executive’s termination of employment, in each case until the date that is 12 months after the date on which such officer, employee or consultant ceases to be employed by any member of the Company Group, or encourage or induce any such individual to leave his or her employment or service relationship with any member of the Company Group; provided that the term “solicit for employment or services” as used in this clause (iv) shall not be deemed to include generalized searches for employees through media advertisements of general circulation, employment search firms, open job fairs or otherwise. Notwithstanding the foregoing, if the Executive’s principal place of employment is in the State of California, this Section 6(c) shall not apply for any period following the ExecutiveParticipant’s termination of employment for any reasonreason (the “Non-Solicit Period”), the Participant agrees that he will not, except on behalf of the Control Group or with the written consent of a member of the Control Group, offer employment to or employ, for himself or on behalf of any competitor of the Control Group, any person who at any time within the prior three years shall have been employed by the Control Group. (c) In the event that the Participant violates any of these restrictive covenants, (i) the Award (whether or not vested) will be cancelled and forfeited in its entirety; and (ii) to the extent the Award has vested, the Participant shall pay to the Company within 90 days of the Company’s request an amount equal to the Fair Market Value of the Shares. The parties acknowledge that this Section 7 is fair and reasonable under the circumstances. It is the desire and intent of the parties that the provisions of this Section 7 shall be enforced to the fullest extent permitted by law. Accordingly, if any particular portion of this Section 7 shall be adjudicated to be invalid or unenforceable, this Section 7 shall be deemed amended to: (1) reform the particular portion to provide for such maximum restrictions as will be valid and enforceable, or if that is not possible, (2) delete the portion found invalid or unenforceable, such reformation or deletion to apply only with respect to the operation of this Section 7 in the particular jurisdiction in which such adjudication is made. During the Participant’s employment, the covenants contained in this Section 7 shall apply without regard to geographic location. Upon the termination of the Participant’s employment, the covenants contained in this Section 7 shall be limited to a twenty-five (25) mile radius of any office of the Control Group.

Non-Competition and Non-Solicitation. While employed (a) As part of the consideration for the compensation and benefits to be paid to Executive hereunder, to protect Confidential Information of the Company and its customers and clients that have been and will be entrusted to Executive, the business goodwill of the Company and its subsidiaries that will be developed in and through Executive and the business opportunities that will be disclosed or entrusted to Executive by the Company and its subsidiaries, and as an additional incentive for 12 months after the Company to enter into this Agreement, if termination is (x) as a result of Executive’s voluntary termination under Section 8(a) or (y) by the Company for Cause under Section 8(b), from the date hereof through the first anniversary of the Executive’s employment for any reason Date of Termination (the “Restricted Period”), Executive will not (other than for the Executive agrees not tobenefit of the Company pursuant to this Agreement), directly or indirectly, in the United States or elsewhere where the any member of the Company Group (as defined below) is engaged in business, on such person’s own behalf or on the behalf of another (including as a shareholder, member, partner, joint venturer or investor of another person):: (i) engage in, ownor carry on or assist, control, advise, manage, serve individually or as a principal, owner, officer, director, officer employee, shareholder, consultant, contractor, partner, member, joint venturer, agent, equity owner or employee in any other capacity whatsoever (in any such capacity, an “Investor”), any (1) any business directly competitive with the business in which the Company is engaged from time to time (“Competing Business”) or (2) Business Enterprise (as defined below) that is otherwise directly competitive with the Company within the States of Tennessee and Kentucky; (ii) perform for any corporation, partnership, limited liability company, sole proprietorship, joint venture or other business association or entity (a “Business Enterprise”) engaged in any Competing Business any duty Executive has performed for the Company that involved Executive’s access to, or knowledge or application of, act as a consultant Confidential Information; (iii) induce or attempt to or contractor induce any customer, supplier, licensee or other agent forbusiness relation of the Company to cease doing business with the Company or in any way interfere with the relationship between any such customer, receive supplier, licensee or business relation and the Company; (iv) induce or attempt to induce any economic benefit from customer, supplier, licensee or exert other business relation of the Company with whom Executive had direct business contact in dealings during the Employment Period in the course of his employment with the Company to cease doing business with the Company or in any influence uponway interfere with the relationship between any such customer, supplier, licensee or business relation and the Company; or (v) solicit with the purpose of hiring or hire any business or activity that competesperson who is or, within 180 days after such person ceased to be an employee of the Company, was an employee of the Company. (b) Notwithstanding the foregoing restrictions of this Section 15, nothing in this Section 15 shall prohibit (A) any investment by Executive, directly or indirectly, with the business in securities which are issued by a Business Enterprise involved in or conducting a Competing Business, provided that Executive, directly or indirectly, does not own more than 5% of the Company Group outstanding equity or voting securities of such Business Enterprise or (B) Executive, directly or indirectly, from owning any interest in any Business Enterprise which conducts a “Competitive Business”); (ii) solicit, divert or attempt to solicit or divert any person who Competing Business if such interest in such Business Enterprise is owned as of the date of this Agreement and Executive does not have the Executiveright, in the case of (A) or (B), through the ownership of a voting interest or otherwise, to direct the activities of or associated with the business of such Business Enterprise. (c) Executive acknowledges that each of the covenants of Section 15(a) are in addition to, and shall not be construed as a limitation upon, any other covenant provided in Section 15(a). Executive agrees that the geographic boundaries, scope of prohibited activities, and time duration of each of the covenants set forth in Section 15(a) are reasonable in nature and are no broader than are necessary to maintain the confidentiality and the goodwill of the Company’s termination proprietary and Confidential Information, plans and services and to protect the other legitimate business interests of employment the Company, including without limitation the goodwill developed by Executive with Company’s customers, suppliers, licensees and business relations. (d) If, during any portion of the Restricted Period, Executive is or wasnot in compliance with the terms of Section 15(a), within the one-year Company shall be entitled to, among other remedies, compliance by Executive with the terms of Section 15(a) for an additional period prior of time (i.e., in addition to the Restricted Period) that shall equal the period(s) over which such datenoncompliance occurred. (e) The parties hereto intend that the covenants contained in Section 15(a) be construed as a series of separate covenants, a customer, client, supplier or other business relationship of any member one for each defined province in each geographic area in which Executive on behalf of the Company Groupconducts business. Except for geographic coverage, or within each such separate covenant shall be deemed identical in terms to the one-year period prior to such dateapplicable covenant contained in Section 15(a). Furthermore, was solicited to become a customer, client, supplier or other business relationship of any member each of the Company Group (eachcovenants in Section 14(a) shall be deemed a separate and independent covenant, a “Company Customer”), for the purpose of attempting to persuade any such Company Customer to cease to do business or to reduce the amount of business which any such Company Customer has customarily done or contemplates doing with any member each being enforceable irrespective of the Company Group; or enforceability (iiiwith or without reformation) hire, employ, engage or solicit for employment or services any officer, employee or consultant of any member of the Company Group as of the date of termination of the Executive’s employment or at any time other covenants contained in the 12 months prior to the Executive’s termination of employment, in each case until the date that is 12 months after the date on which such officer, employee or consultant ceases to be employed by any member of the Company Group, or encourage or induce any such individual to leave his or her employment or service relationship with any member of the Company Group; provided that the term “solicit for employment or services” as used in this clause (iv) shall not be deemed to include generalized searches for employees through media advertisements of general circulation, employment search firms, open job fairs or otherwise. Notwithstanding the foregoing, if the Executive’s principal place of employment is in the State of California, this Section 6(c) shall not apply for any period following the Executive’s termination of employment for any reason15(a).

Non-Competition and Non-Solicitation. While employed by (a) The parties acknowledge that as prime consideration for the obligations of the Company hereunder, the Employee has agreed and represented that for 12 months after and during the duration of his employment, and during a period of one (1) year from the date of his termination of the Executive’s employment for any reason (the “Restricted Period”)whatsoever, the Executive agrees he will not to, directly or indirectly, in the United States or elsewhere where the any member of the Company Group (as defined below) is engaged in business, on such person’s own behalf or on the behalf of another (including as a shareholder, member, partner, joint venturer or investor of another person):: (i) engage inProvide services to, own, control, advise, manage, serve operate, control or participate in the ownership, management or control of, or be connected as a an officer, employee, partner, director, officer or employee otherwise with, or have any financial interest in, or aid or assist anyone else in the conduct of, act as a consultant to any entity or contractor or other agent for, receive any economic benefit from or exert any influence upon, any business or activity (existing on the date that competes, directly or indirectly, Employee’s employment with the business of the Company Group (a “Competitive Business”); (ii) solicit, divert or attempt to solicit or divert any person who as of the date of the Executive’s termination of employment is or was, within terminates and/or during the one-year period prior thereafter) that is or has current plans to such date, a customer, client, supplier or other business relationship of any member of be in competition with the Company Group, or any of its subsidiaries or affiliates within the one-year period prior to such date, was solicited to become a customer, client, supplier or other business relationship of any member of area in which the Company Group (each, a “Company Customer”), for the purpose of attempting to persuade any such Company Customer to cease to do conducts its business or to reduce the amount of business which any such Company Customer has customarily done or contemplates doing with any member of the Company Group; or (iii) hire, employ, engage or solicit for employment or services any officer, employee or consultant of any member of the Company Group as of the date of termination of the Executive’s employment or at any time in the 12 months prior to the Executive’s termination of employment, in each case until on the date that is 12 months after the date on which such officer, employee or consultant ceases to be employed by any member of Employee’s employment with the Company Group, or encourage or induce any such individual to leave his or her employment or service relationship with any member of the Company Group; provided that the term “solicit for employment or services” as used in this clause (iv) shall not be deemed to include generalized searches for employees through media advertisements of general circulation, employment search firms, open job fairs or otherwiseterminates. Notwithstanding the foregoing, if Employee’s ownership of securities of a public company engaged in competition with the ExecutiveCompany not in excess of two percent (2%) of any class of such securities shall not be considered a breach of the covenants set forth herein; or (ii) Contact, call upon, communicate, solicit or sell or attempt to contact, call upon, communicate, solicit or sell any services or products which are provided by or dealt in by, the Company to any of the present customers of the Company, to any past customers of the Company who were customers during the period of the Employee’s principal place employment or to any prospective customers of employment the Company’s whom the Employee solicited during the period of his employment. It is the intent of the Employee and the Company to preserve the exclusivity of the Company’s customer relations, special knowledge, trade secrets and experience gained or to be gained in the State future by the Employee during his association with the Company, recognizing that if such customer relations, experience, knowledge and trade secrets were made available to competitors of Californiathe Company, this Section 6(c) shall not apply for any period following it would irreparably damage the ExecutiveCompany’s termination of employment for any reasonbusiness.

Non-Competition and Non-Solicitation. While employed by In consideration of the promises contained herein and the Grantee’s access and exposure to Confidential and Proprietary Information provided to him/her, and other good and valuable consideration, the receipt and sufficiency of which are acknowledged, the Grantee agrees that during his/her employment with the Company and for 12 a period of twelve months after following the termination of his/her employment with the Executive’s employment Company for any reason reason, he/she shall not, on behalf of the Grantee him/herself or on behalf of or in conjunction with any other person, entity or organization other than the Company, whether as an agent or otherwise: (the “Restricted Period”)a) Contact, the Executive agrees not call on, provide advice to, solicit, take away business, divert business, and/or influence or attempt to influence, either directly or indirectly, any customers, clients, and/or patrons or prospective customers, clients and/or patrons of the Company with whom the Grantee directly performed any services or had any direct business contact; (b) Contact, call on, provide advice to, solicit, take away business, divert business, and/or influence or attempt to influence, either directly or indirectly, any customers, clients, and/or patrons or prospective customers, clients and/or patrons of the Company whose entity- or other customer-specific information the Grantee discovered or gained access to as a result of the Grantee’s access to Company Confidential and Proprietary Information; (c) Utilize the Company’s Confidential and Proprietary Information to solicit, take away business, divert business, and/or influence or attempt to influence, either directly or indirectly, any customers, clients, and/or patrons or prospective customers, clients and/or patrons of the Company; (d) Solicit or induce, either directly or indirectly, any employee of the Company to leave the employ of the Company or become employed with or otherwise engaged by any person, entity or organization other than the Company; or take any action to assist any subsequent employer or any other person, entity or organization, either directly or indirectly, in soliciting or inducing any Company employee to leave the United States or elsewhere where the any member employ of the Company Group (as defined below) is or become employed with or otherwise engaged by any person, entity or organization other than the Company; or hire or employ, or assist in business, on such person’s own behalf the hiring or on the behalf of another (including as a shareholder, member, partner, joint venturer or investor of another person): (i) engage in, own, control, advise, manage, serve as a director, officer or employee employment of, act as a consultant to or contractor or other agent for, receive any economic benefit from or exert any influence upon, any business or activity that competes, either directly or indirectly, any individual employed by the Company within sixty days preceding that individual’s hire by the Grantee or his/her subsequent employer; and/or (e) Become employed by, render services to or directly or indirectly (whether for compensation or otherwise, and whether as an employee, employer, consultant, agent, principal, partner, stockholder, lender, investor, corporate officer, board member, director, or in any other individual or representative capacity), own or hold a proprietary interest in, manage, operate, or control, or join or participate in the ownership, management, operation or control of, or furnish any capital to or be connected in any manner with, any Competing Enterprise. For purposes of this subsection (e), a “Competing Enterprise” means any entity, organization or person engaged, or planning to become engaged, in substantially the same or similar business to that being conducted or actively and specifically planned to be conducted during the Grantee’s employment with the Company or within six months after the Grantee’s termination of employment with the Company or its subsidiaries, owned or controlled. It includes, without limitation: (i) the business of developing, managing, operating, marketing, processing, financing, or otherwise being involved in providing any products or services relating to transaction or payment processing, including those for the Company Group (a “Competitive Business”); benefit of fleets; travel; healthcare; education; payroll; or, benefits through charge cards, credit cards, procurement cards or any other form of payment services or electronic commerce; (ii) solicitthe sale, divert distribution or attempt publication of petroleum product pricing or management information or other products or services currently sold or to solicit the best of his/her knowledge contemplated to be sold by the Company or divert any person who of its owned or controlled subsidiaries, and (iii) the business of developing, managing, operating, marketing, processing, financing, or otherwise being involved in providing commercial travel, entertainment and purchasing credit cards. The restrictions in this Paragraph 5 shall be effective and binding only to the extent permissible under Rule 5.6 of the Maine Rules of Professional Conduct or any similar rule governing the practice of law that is applicable to the Grantee. The restrictions in this Paragraph shall not be construed to prevent the Grantee from, following the termination of his/her employment with the Company, working for a business entity that does not compete with the Company or its subsidiaries simply because the entity is affiliated with a Competing Enterprise, so long as the entity is operationally separate and distinct from the Competing Enterprise and the Grantee’s job responsibilities at that entity are unrelated to the Competing Enterprise. The restrictions in this Paragraph will not apply to employment by or the rendering of services to businesses that sell fuel or convenience items if those businesses are not directly competing with the Company or its subsidiaries, owned or controlled. The restrictions in this Paragraph shall also not be deemed to prohibit the Grantee from owning not more than one percent (1%) of the total shares of all classes of stock of any publicly held company. The Grantee acknowledges that the Company’s and its subsidiaries’ businesses are conducted internationally and agrees that the provisions in this Paragraph shall operate in any country in which the Company conducts business while the Grantee is/was employed by the Company. The Company has previously entered into agreements with certain executives and employees that contain restrictive covenants (“Restrictions”). For the avoidance of doubt, if the Grantee is party to an employment or other agreement containing Restrictions on (a) confidentiality, (b) solicitation of customers, clients, and/or patrons or prospective customers, clients and/or patrons of the Company, (c) solicitation or hire of Company employees, and/or (d) competition (collectively, “Existing Restrictions”), any such Existing Restrictions will remain in effect and the Grantee shall remain bound by such Existing Restrictions. To the extent the restrictions contained in Paragraphs 4 or 5 of this Agreement conflict in any way with any Existing Restriction(s), such conflict shall be resolved by giving effect to the provision that provides the greatest protection to the Company that is enforceable under applicable law. The Grantee agrees and acknowledges that the period of time, geographical scope, activity and subject of the above-noted restrictive covenants imposed by this Agreement are fair, and reasonable and necessary under the circumstances and are reasonably required for the protection of the Company. The Grantee also acknowledges that in the event he/she breaches any part of Paragraphs 4 or 5 of this Agreement, the damages to the Company would be irreparable. Therefore, in addition to monetary damages and/or reasonable attorney fees, the Company shall have the right to seek injunctive and/or other equitable relief in any court of competent jurisdiction to enforce the restrictive covenants contained in this Agreement. Further, the Grantee consents to the issuance of a temporary restraining order or preliminary injunction to maintain the status quo pending the outcome of any proceeding. The Grantee further understands and agrees that if he/she breaches any covenant set forth in Paragraph 5, the duration of any covenant so breached shall, to the fullest extent permitted by law, automatically be tolled from the date of the Executive’s termination of employment is or was, within the one-year period prior to such date, a customer, client, supplier or other business relationship of any member of the Company Group, or within the one-year period prior to such date, was solicited to become a customer, client, supplier or other business relationship of any member of the Company Group (each, a “Company Customer”), for the purpose of attempting to persuade any such Company Customer to cease to do business or to reduce the amount of business which any such Company Customer has customarily done or contemplates doing with any member of the Company Group; or (iii) hire, employ, engage or solicit for employment or services any officer, employee or consultant of any member of the Company Group as of the date of termination of the Executive’s employment or at any time in the 12 months prior to the Executive’s termination of employment, in each case first breach until the date judicial relief providing effective remedy for such breach or breaches is obtained by the Company, or until the Company states in writing that is 12 months after the date on which it will seek no judicial relief for such officer, employee breach. If any one or consultant ceases more provisions of Paragraphs 4 or 5 shall for any reason be held to be employed excessively broad as to time, geographical scope, activity or subject, it shall be construed, by limiting and reducing it, so as to be enforceable to the greatest extent compatible with applicable law as it shall then appear, and the parties expressly agree that any member of the Company Groupprovisions of Paragraphs 4 or 5 may be reformed, modified, revised, edited or encourage blue-penciled to make such provision enforceable, to the fullest extent permitted by law, and the parties consent to the enforcement of such provision as so reformed, modified, revised, edited or induce any such individual to leave his or her employment or service relationship with any member blue-penciled. Mindful of the Company Group; provided that the term “solicit for employment or services” as used obligations set forth in this clause (iv) shall not be deemed to include generalized searches for employees through media advertisements of general circulationParagraphs 4 and 5, employment search firms, open job fairs or otherwise. Notwithstanding the foregoing, if the Executive’s principal place of employment is in the State of California, this Section 6(c) shall not apply for any period following the Executive’s upon termination of employment for any reasonhis/her employment, the Grantee shall promptly sign and deliver the Certificate of Compliance Post Termination in a form reasonably satisfactory to the Company.

Non-Competition and Non-Solicitation. While employed by Participant agrees to comply fully with any written agreement between the Company and the Participant which provides for 12 months after post-termination of the Executive’s employment for any reason restrictions against solicitation or competition (the “Restricted PeriodRestrictive Covenant Agreement”); provided, however, that if no such Restrictive Covenant Agreement exists, the Executive agrees Participant shall not tofor a period of [six (6)][twelve (12)][eighteen (18)] months after Participant’s voluntary termination of employment with Company or involuntary termination of employment by Company, either himself or together with other persons, directly or indirectly: (i) own, manage, operate, finance, join, control or participate in the United States ownership, management, operation, financing, or elsewhere where the any member control of the Company Group (or be connected as defined below) is engaged in businessan officer, on such person’s own behalf or on the behalf of another (including as a shareholderdirector, memberemployee, partner, joint venturer principal, agent, representative, consultant or investor of another person): (i) engage otherwise with, or have any financial interest in, own, control, advise, manage, serve as a director, officer or employee aid or assist anyone else in the conduct of, act as a consultant or use or permit Participant’s name to or contractor or other agent for, receive any economic benefit from or exert any influence uponbe used in connection with, any business engaged in the research, development, manufacture, sale, marketing or activity that competesdistribution of stainless steel, directly titanium, specialty alloys, metal powders or indirectly, metal fabricated parts or components similar to or competitive with the business of those manufactured by the Company Group (a “Competitive Competing Business”); (ii) solicit, divert or attempt to solicit or divert any person who as of the date the Participant’s employment with Company ends; provided, however, that nothing herein shall prevent the Participant from investing in the securities of any company listed on a national securities exchange, provided that Participant’s involvement with any such company is solely that of a stockholder of 5% or less of any class of the Executive’s termination of employment outstanding securities thereof; (ii) solicit or divert to any Competing Business any individual or entity that is a customer or was, within the one-year period prior to such date, a customer, client, supplier or other business relationship of any member prospective customer of the Company Groupor its subsidiaries or affiliates, or within the one-year period prior to was such date, was solicited to become a customer, client, supplier customer or other business relationship of any member of the Company Group (each, a “Company Customer”), for the purpose of attempting to persuade any such Company Customer to cease to do business or to reduce the amount of business which any such Company Customer has customarily done or contemplates doing with any member of the Company Group; or (iii) hire, employ, engage or solicit for employment or services any officer, employee or consultant of any member of the Company Group as of the date of termination of the Executive’s employment or prospective customer at any time in during the 12 eighteen (18) months prior to the Executivedate of Participant’s employment termination of employmentwith the Company; (iii) induce, in each case until the date that is 12 months after the date on which such officeroffer, employee or consultant ceases to be employed by any member of the Company Groupassist, or encourage or induce any such individual to leave his or her employment or service relationship with any member of the Company Group; provided suggest (A) that the term “solicit for employment or services” as used in this clause (iv) shall not be deemed to include generalized searches for employees through media advertisements of general circulation, employment search firms, open job fairs or otherwise. Notwithstanding the foregoing, if the Executive’s principal place of employment is in the State of California, this Section 6(c) shall not apply for any period following the Executive’s termination of employment for any reason.another business

Non-Competition and Non-Solicitation. While (a) In consideration for the benefits the Restricted Parties will, directly or indirectly, receive in connection with the transactions contemplated under the Purchase Agreement, which benefits each of the Restricted Parties hereby expressly acknowledges, as a condition to the transactions contemplated under the Purchase Agreement, each Restricted Party hereby covenants and agrees that such Restricted Party will not, anywhere in the Restricted Territory, directly or indirectly: (i) for the duration of four (4) years from the Closing, (A) operate, develop or own any interest in, or be involved in or manage, any Competing Business; (B) consult with, advise (whether formally or informally) or be employed by, serve as a director or manager to, be an observer on the board of directors or similar body of, any business which directly or indirectly owns, manages or operates a Competing Business; or (C) interfere with, solicit, disrupt or attempt to disrupt any past, present or prospective relationship, contractual or otherwise, with any retailer, supplier or customer of the Business; provided, however, that such Restricted Party is not prohibited from being employed by the Company and or providing consulting services for 12 months after termination a division of the Executive’s employment for any reason (the “Restricted Period”)a business that is engaged in multiple business lines, the Executive agrees including a Competing Business, if such division is not toengaged, directly or indirectly, in the United States any Competing Business and such Restricted Party does not, directly or elsewhere where the any member of the Company Group (as defined below) is engaged in business, on such person’s own behalf or on the behalf of another (including as a shareholder, member, partner, joint venturer or investor of another person): (i) indirectly engage in, ownassist, controlor aid in any work related to any Competing Business engaged in by other divisions of such business, adviseand provided, managefurther, serve as a directorthat such Restricted Party may own shares of capital stock of any publicly traded company if such Restricted Party, officer or employee oftogether with any of such Restricted Party’s Affiliates, act as a consultant to or contractor or other agent for, receive any economic benefit from or exert any influence upon, any business or activity that competes, owns beneficially (directly or indirectly, with the business ) less than two percent (2%) of the Company Group (a “Competitive Business”);total number of shares of such company’s issued and outstanding capital stock; or (ii) solicitfor the duration of four (4) years from the Closing, divert (A) solicit any past, present or attempt to solicit or divert any person who as prospective employee (including all officers and managers) of the date Business (other than through general solicitations that do not directly target employees of the Executive’s termination of employment is or was, within the one-year period prior to such date, a customer, client, supplier or other business relationship of any member of the Company Group, or within the one-year period prior to such date, was solicited to become a customer, client, supplier or other business relationship of any member of the Company Group (each, a “Company Customer”), for the purpose of attempting to persuade any such Company Customer to cease to do business or to reduce the amount of business which any such Company Customer has customarily done or contemplates doing with any member of the Company Group; or (iiiBusiness) hire, employ, engage or solicit for employment or services any officer, employee or consultant of any member of the Company Group as of the date of termination of the Executive’s employment or at any time in the 12 months prior to the Executive’s termination of employment, in each case until the date that is 12 months after the date on which such officer, employee or consultant ceases to be employed by any member of the Company Group, or encourage or induce any such individual to leave his or her employment with the Purchaser or service relationship with any member of its Affiliates; or (B) employ or attempt to employ any past, present or prospective employee (including all officers and managers) of the Company Group; provided Business, provided, however, that the term “such Restricted Party may solicit for employment or services” as used employ any then former employee of the Business on or after the six (6) month anniversary of such former employee’s separation from employment with the Purchaser or any of its Affiliates; (the activities in sub-sections (i)-(ii) being collectively the “Prohibited Activities”). (b) Each Restricted Party acknowledges and agrees that the Prohibited Activities substantially cover the activities that comprise the market in which the Business is conducted. Each Restricted Party acknowledges and agrees that none of the restrictions in this clause Section 2, including with respect to the geographic scope, duration or limitations on activities, will impair any Restricted Party’s ability to, as applicable, make a living or operate its businesses. Each Restricted Party further acknowledges that its agreements not to engage in the Prohibited Activities for the period of time provided herein are manifestly reasonable on their face and that they are reasonable as to time and no greater than is required for the reasonable protection of each Covered Party with respect to the Business in light of the substantial harm that such Covered Party would suffer with respect to the Business should any Restricted Party breach any of the provisions of this Section 2. Each Restricted Party further agrees that the nature, kind and character of the Prohibited Activities are reasonably necessary to protect the interests of each Covered Party with respect to the Business. (c) Each Restricted Party covenants and agrees that, for the duration of four (4) years from the Closing, such Restricted Party will not, anywhere in the Restricted Territory, individually or on behalf of any other Person: (i) encourage, induce, attempt to induce, solicit, or otherwise cause any Covered Customer to (A) cease being a client or customer of or to not become a client or customer of the Business, or (B) divert any business from or reduce the amount of business of such Covered Customer with the Business, or otherwise to discontinue or alter, in a manner adverse to any Covered Party with respect to the Business, such business relationship; (ii) otherwise interfere with, disrupt or attempt to interfere with, reduce or disrupt, the contractual relationship with respect to the Business between any Covered Party and any Covered Customer, including without limitation influencing or attempting to influence any Covered Customer to terminate or modify any written or oral agreement with respect to the Business with a Covered Party; (iii) solicit for business, provide services to, engage in or do business with, any Covered Customer for products or services that are the same as or substantially similar to the Business; or (iv) shall not be deemed with respect to include generalized searches the Business, interfere with, disrupt, solicit, influence or attempt to influence, or arrange to have any other Person interfere with, disrupt, solicit, influence or attempt to influence, any Person that was a vendor, supplier, distributor, agent or other service provider of the Business and had a business relationship with the Business within the two (2) year period prior to the Closing Date, for employees through media advertisements of general circulation, employment search firms, open job fairs or otherwise. Notwithstanding a purpose competitive with the foregoing, if the Executive’s principal place of employment is in the State of California, this Section 6(c) shall not apply for any period following the Executive’s termination of employment for any reasonBusiness.

Non-Competition and Non-Solicitation. While The Executive acknowledges and agrees that the nature of the Company’s confidential, proprietary, and trade secret information to which the Executive has, and will continue to have, access to derives value from the fact that it is not generally known and used by others in the highly competitive industry in which the Company competes. The Executive further acknowledges and agrees that, even in complete good faith, it would be impossible for the Executive to work in a similar capacity for a competitor of the Company without drawing upon and utilizing information gained during employment with the Company. Accordingly, at all times during the Executive’s employment with the Company and for a period of two (2) years after termination of such employment, other than for termination without Cause, the Executive will not, directly or indirectly: (a) Engage in any business or enterprise (whether as owner, partner, officer, director, employee, consultant, investor, lender or otherwise, except as the holder of not more than one percent (1%) of the outstanding capital stock of a company) that directly or indirectly competes with the Company’s business or the business of any of its subsidiaries anywhere in the United States, including but not limited to any business or enterprise that develops, manufactures, markets, or sells any product or service that competes with any product or service developed, manufactured, marketed or sold, or planned to be developed, manufactured, marketed or sold, by the Company or any of its subsidiaries while the Executive was employed by the Seller or the Company; or (b) Either alone or in association with others (i) solicit, or facilitate any organization with which the Executive is associated in soliciting, any employee of the Company or any of its subsidiaries to leave the employ of the Company or any of its subsidiaries; (ii) solicit for employment, hire or engage as an independent contractor, or facilitate any organization with which the Executive is associated in soliciting for employment, hire or engagement as a independent contractor, any person who was employed by the Company and for 12 months after termination or any of its subsidiaries at any time during the term of the Executive’s employment with the Seller or the Company or any of their respective subsidiaries (provided, that this clause (ii) shall not apply to any individual whose employment with the Seller, the Company or any of its subsidiaries has been terminated for a period of one year or longer); or (iii) solicit business from or perform services for any reason customer, supplier, licensee or business relation of the Seller or the Company or any of their respective subsidiaries, induce or attempt to induce, any such entity to cease doing business with the Company or any of its subsidiaries; or in any way interfere with the relationship between any such entity and the Company or any of its subsidiaries. (c) Notwithstanding the “Restricted Period”)foregoing, nothing contained in this Agreement shall preclude the Executive agrees not tofrom managing or training mixed martial arts fighters or conducting single martial arts style (e.g., directly kick-boxing or indirectly, in the United States or elsewhere where the any member of the Company Group (as defined belowboxing) is engaged in business, on promotional events even if such person’s own behalf or on the behalf of another (including as a shareholder, member, partner, joint venturer or investor of another person): (i) engage in, own, control, advise, manage, serve as a director, officer or employee of, act as a consultant to or contractor or other agent for, receive any economic benefit from or exert any influence upon, any business or activity that competes, directly or indirectly, activities are arguably competitive with the business of the Company Group (a “Competitive Business”); (ii) solicit, divert or attempt to solicit or divert any person who as of the date of the Executive’s termination of employment is or was, within the one-year period prior to such date, a customer, client, supplier or other business relationship of any member of the Company Group, or within the one-year period prior to such date, was solicited to become a customer, client, supplier or other business relationship of any member of the Company Group (each, a “Company Customer”), for the purpose of attempting to persuade any such Company Customer to cease to do business or to reduce the amount of business which any such Company Customer has customarily done or contemplates doing with any member of the Company Group; or (iii) hire, employ, engage or solicit for employment or services any officer, employee or consultant of any member of the Company Group as of the date of termination of the Executive’s employment or at any time in the 12 months prior to the Executive’s termination of employment, in each case until the date that is 12 months after the date on which such officer, employee or consultant ceases to be employed by any member of the Company Group, or encourage or induce any such individual to leave his or her employment or service relationship with any member of the Company Group; provided that the term “solicit for employment or services” as used in this clause (iv) shall not be deemed to include generalized searches for employees through media advertisements of general circulation, employment search firms, open job fairs or otherwiseits subsidiaries. Notwithstanding the foregoing, if nothing in contained in this Agreement, shall preclude the Executive’s principal place of employment is in Executive from continuing to own and operate the State of California, this Section 6(c) shall not apply for any period following Gym Business and the Executive’s termination of employment for any reasonTraining Business.

Non-Competition and Non-Solicitation. While employed by a. During the Company time of Employee’s employment with Celanese and for 12 months after the Restricted Period thereafter, Employee shall not, whether on Employee’s own behalf or on behalf of or in conjunction with any person, directly or indirectly solicit or assist in soliciting in competition with Celanese, the business of any customer, prospective customer, client or prospective client: (i) with whom Employee had personal contact or dealings on behalf of Celanese during the one year period preceding the termination of Employee’s employment; (ii) with whom employees directly or indirectly reporting to Employee have had personal contact or dealings on behalf of Celanese during the Executiveone-year immediately preceding the termination of Employee’s employment; or (iii) for whom Employee had direct or indirect responsibility during the one year period immediately preceding the termination of Employee’s employment. b. During the time of Employee’s employment with Celanese and for the Restricted Period thereafter, Employee shall not directly or indirectly: (i) engage in any reason Competitive Business, (ii) enter the “Restricted Period”)employ of, the Executive agrees not or render any services to, any person (or any division or controlled or controlling affiliate of any person) who or which engages in a Competitive Business, (iii) acquire a financial interest in, or otherwise become actively involved with, any Competitive Business, directly or indirectly, as an individual, partner, stockholder, officer, director, principal, agent, trustee or consultant, or (iv) interfere with, or attempt to interfere with, business relationships between Celanese and customers, clients, suppliers partners, members or investors of Celanese. Notwithstanding the foregoing, Employee may directly or indirectly own, solely as an investment, securities of any person engaged in the United States business of Celanese which are publicly traded on a national or elsewhere where the any member of the Company Group (as defined below) is engaged in business, on such person’s own behalf regional stock exchange or on the behalf of another over-the-counter market if Employee (including as x) is not a shareholder, member, partner, joint venturer or investor of another person): (i) engage in, own, control, advise, manage, serve as a director, officer or employee controlling person of, act as or a consultant to or contractor or other agent formember of a group which controls, receive any economic benefit from or exert any influence upon, any business or activity that competessuch person and (y) does not, directly or indirectly, with the business of the Company Group (a “Competitive Business”); (ii) solicit, divert own 5% or attempt to solicit or divert any person who as of the date of the Executive’s termination of employment is or was, within the one-year period prior to such date, a customer, client, supplier or other business relationship more of any member class of the Company Group, or within the one-year period prior to securities of such date, was solicited to become a customer, client, supplier or other business relationship of any member of the Company Group (each, a “Company Customer”), for the purpose of attempting to persuade any such Company Customer to cease to do business or to reduce the amount of business which any such Company Customer has customarily done or contemplates doing with any member of the Company Group; or (iii) hire, employ, engage or solicit for employment or services any officer, employee or consultant of any member of the Company Group as of the date of termination of the Executive’s employment or at any time in the 12 months prior to the Executive’s termination of employment, in each case until the date that is 12 months after the date on which such officer, employee or consultant ceases to be employed by any member of the Company Group, or encourage or induce any such individual to leave his or her employment or service relationship with any member of the Company Group; provided that the term “solicit for employment or services” as used in this clause (iv) shall not be deemed to include generalized searches for employees through media advertisements of general circulation, employment search firms, open job fairs or otherwise. Notwithstanding the foregoing, if the Executive’s principal place of employment is in the State of California, this Section 6(c) shall not apply for any period following the Executive’s termination of employment for any reasonperson.

Non-Competition and Non-Solicitation. While employed by Participant agrees to comply fully with any written agreement between the Company and the Participant which provides for 12 months after post-termination of the Executive’s employment for any reason restrictions against solicitation or competition (the “Restricted PeriodRestrictive Covenant Agreement”); provided, however, that if no such Restrictive Covenant Agreement exists, the Executive agrees Participant shall not tofor a period of [six (6)][twelve (12)][eighteen (18)] months after Participant’s voluntary termination of employment with Company or involuntary termination of employment by Company, either himself or together with other persons, directly or indirectly: (i) own, manage, operate, finance, join, control or participate in the United States ownership, management, operation, financing, or elsewhere where the any member control of the Company Group (or be connected as defined below) is engaged in businessan officer, on such person’s own behalf or on the behalf of another (including as a shareholderdirector, memberemployee, partner, joint venturer principal, agent, representative, consultant or investor of another person): (i) engage otherwise with, or have any financial interest in, own, control, advise, manage, serve as a director, officer or employee aid or assist anyone else in the conduct of, act as a consultant or use or permit Participant’s name to or contractor or other agent for, receive any economic benefit from or exert any influence uponbe used in connection with, any business engaged in the research, development, manufacture, sale, marketing or activity that competesdistribution of stainless steel, directly titanium, specialty alloys, metal powders or indirectly, metal fabricated parts or components similar to or competitive with the business of those manufactured by the Company Group (a “Competitive Competing Business”); (ii) solicit, divert or attempt to solicit or divert any person who as of the date the Participant’s employment with Company ends; provided, however, that nothing herein shall prevent the Participant from investing in the securities of any company listed on a national securities exchange, provided that Participant’s involvement with any such company is solely that of a stockholder of five percent (5%) or less of any class of the Executive’s termination of employment outstanding securities thereof; (ii) solicit or divert to any Competing Business any individual or entity that is a customer or was, within the one-year period prior to such date, a customer, client, supplier or other business relationship of any member prospective customer of the Company Groupor its subsidiaries or affiliates, or within the one-year period prior to was such date, was solicited to become a customer, client, supplier customer or other business relationship of any member of the Company Group (each, a “Company Customer”), for the purpose of attempting to persuade any such Company Customer to cease to do business or to reduce the amount of business which any such Company Customer has customarily done or contemplates doing with any member of the Company Group; or (iii) hire, employ, engage or solicit for employment or services any officer, employee or consultant of any member of the Company Group as of the date of termination of the Executive’s employment or prospective customer at any time in during the 12 eighteen (18) months prior to the Executivedate of Participant’s employment termination of employmentwith the Company; (iii) induce, in each case until the date offer, assist, encourage or suggest (A) that is 12 months after the date on which such officeranother business or enterprise offer employment to or enter into a business affiliation with any Company employee, employee agent or consultant ceases to be employed by representative, or any member individual who acted as an employee, agent or representative of the Company Groupin the previous six (6) months; or (B) that any Company employee, agent or encourage representative (or induce any such individual to leave who acted as an employee, agent or representative of the Company in the previous six (6) months) terminate his or her employment or service relationship business affiliation with the Company; or (iv) hire or participate in the hiring of any member Company employee or any person who was an employee of the Company Group; provided in the previous six (6) months, by any business, enterprise or employer. For this purpose, “prospective customer” shall mean a person or business entity that the term “solicit for employment Company has identified as a user or services” as used potential user of the Company’s products and toward which the Company plans to direct sales or marketing activities. In the event that the Company determines in this clause (iv) shall not be deemed to include generalized searches for employees through media advertisements good faith that the Participant violated the terms of general circulationany Restrictive Covenant Agreement, employment search firms, open job fairs or otherwise. Notwithstanding the foregoingor, if there is no Restrictive Covenant Agreement, the Executive’s principal place provisions of employment the preceding paragraph: (A) this Award shall be forfeited and (B) the Participant shall be obligated to return to the Company any shares previously issued under this Award or a cash payment equal to the value of the shares at the time such shares were sold or transferred, if any or all of the Award has been issued to the Participant or such recoupment is in the State of California, this Section 6(c) shall not apply for any period following the Executive’s termination of employment for any reasonrequired by law.

Non-Competition and Non-Solicitation. While employed by Executive acknowledges and recognizes the highly competitive nature of the businesses of the Company and for 12 months after its Affiliates, the valuable confidential business information in Executive’s possession and the customer goodwill associated with the ongoing business practice of the Company, and accordingly agrees as follows: (i) For a period ending on the expiration of one year following the termination of the Executive’s employment for any reason (the “Restricted Period”), Executive will not directly or indirectly, (A) engage in any business for Executive’s own account that competes with the Executive agrees not business of the Company, (B) enter the employ of, or render any services to, any person engaged in any business that competes with the business of the Company, (C) acquire a financial interest in, or otherwise become actively involved with, any person engaged in any business that competes with the business of the Company, directly or indirectly, as an individual, partner, shareholder, officer, director, principal, agent, trustee or consultant, or (D) interfere with business relationships (whether formed before or after the date of this Agreement) between the Company or any of its Affiliates that are engaged in a business similar to the United States or elsewhere where the any member business of the Company Group (the “Company Affiliates”) and customers or suppliers of the Company or the Company Affiliates. (ii) Notwithstanding anything to the contrary in this Agreement, Executive may directly or indirectly own, solely as defined below) is a passive investment, securities of any person engaged in business, the business of the Company which are publicly traded on such person’s own behalf a national or regional stock exchange or on the behalf of another over-the-counter market if Executive (including as A) is not a shareholder, member, partner, joint venturer or investor of another person): (i) engage in, own, control, advise, manage, serve as a director, officer or employee controlling person of, act as or a consultant to or contractor or other agent formember of a group which controls, receive any economic benefit from or exert any influence upon, any business or activity that competessuch person and (B) does not, directly or indirectly, with the business of the Company Group own one percent (a “Competitive Business”); (ii1%) solicit, divert or attempt to solicit or divert any person who as of the date of the Executive’s termination of employment is or was, within the one-year period prior to such date, a customer, client, supplier or other business relationship more of any member class of the Company Group, or within the one-year period prior to securities of such date, was solicited to become a customer, client, supplier or other business relationship of any member of the Company Group (each, a “Company Customer”), for the purpose of attempting to persuade any such Company Customer to cease to do business or to reduce the amount of business which any such Company Customer has customarily done or contemplates doing with any member of the Company Group; orperson. (iii) hireDuring the Restricted Period, employand for an additional one year after the end of the Restricted Period, engage Executive shall not, directly or indirectly, (A) without the written consent of the Company, solicit for employment or services encourage any officer, employee or consultant of any member of the Company Group as of or the date of termination of Company Affiliates to leave the Executive’s employment or at any time in the 12 months prior to the Executive’s termination of employment, in each case until the date that is 12 months after the date on which such officer, employee or consultant ceases to be employed by any member of the Company Groupor the Company Affiliates, or encourage or induce any such individual to leave his or her employment or service relationship with any member (B) without the written consent of the Company Group; provided that (which shall not be unreasonably withheld), hire any such employee who has left the term “solicit for employment of the Company or services” the Company Affiliates (other than as used in this clause a result of the termination of such employment by the Company or the Company Affiliates) within one year after the termination of such employee’s employment with the Company or the Company Affiliates. (iv) shall not be deemed During the Restricted Period, Executive will not, directly or indirectly, solicit or encourage to include generalized searches for employees through media advertisements of general circulation, employment search firms, open job fairs cease to work with the Company or otherwise. Notwithstanding the foregoing, if Company Affiliates any consultant then under contract with the Executive’s principal place of employment is in Company or the State of California, this Section 6(c) shall not apply for any period following the Executive’s termination of employment for any reasonCompany Affiliates.

Non-Competition and Non-Solicitation. While employed by Executive agrees that, without the Company and for 12 months after termination prior express written consent of the ExecutiveChairman (which consent may be granted or withheld in the Chairman’s employment for any reason (the “Restricted Period”sole and absolute discretion), the Executive agrees not toshall not, directly or indirectly, prior to the expiration of one (1) year after Executive ceases to be employed by the Company (or any of the Affiliated Entities) for any reason, on his own account, or as an employee, consultant, adviser, partner, member, co-venturer, owner, manager, officer, director, or stockholder, of any other person or other entity: (A) conduct, engage in, have any interest in, or aid or assist anyone else to conduct, engage in, or have an interest in, the Business within a seventy-five (75) mile radius of the Company’s Headquarters; (B) with regard to the Business, call on, solicit, or, accept business, employment, or engagement from, or provide services to, any of the clients of the Companies who Executive learned or developed Confidential Information regarding, or provided services to on behalf of any of the Companies, at any time during the twelve (12) month period prior to the termination of Executive’s employment with the Company for any reason, unless the Executive can demonstrate that Executive had a previous business relationship in the United States Business with such client prior to and independent of Executive’s employment with the Company; and (i) solicit for employment or elsewhere where the engagement any member of the Company Group Current Employee (as defined below) is engaged in business, on such person’s own behalf or on the behalf of another (including as a shareholder, member, partner, joint venturer or investor of another person): (i) engage in, own, control, advise, manage, serve as a director, officer or employee of, act as a consultant to or contractor or other agent for, receive any economic benefit from or exert any influence upon, any business or activity that competes, directly or indirectly, with the business of the Company Group (a “Competitive Business”); Companies, (ii) solicit, divert or attempt to solicit or divert any person who as of the date of the Executive’s termination of employment is or was, within the one-year period prior to such date, a customer, client, supplier or other business relationship of any member of the Company Group, or within the one-year period prior to such date, was solicited to become a customer, client, supplier or other business relationship of any member of the Company Group (each, a “Company Customer”), for the purpose of attempting to persuade any such Company Customer to cease to do business or to reduce the amount of business which any such Company Customer has customarily done or contemplates doing with any member of the Company Group; or (iii) hire, employ, or engage any Current Employee of any of the Companies, or solicit for (iii) induce or influence, or seek to induce or influence, any Current Employee of any of the Companies to terminate his, her, or its employment or services engagement with any officer, employee or consultant of the Companies for any reason; provided that nothing in this Section 10 will prevent Executive from owning in the aggregate not more than two percent (2%) of the outstanding stock of any member class of a corporation which is publicly traded, so long as Executive has no participation in the management of such corporation. As used in this Agreement, a “Current Employee” is a person who, at the time of the solicitation, employment, engagement, inducement or influence, is employed by the Company, a person who was employed by the Company Group as of the date of termination of the Executive’s employment or at any time in during the 12 six (6) months prior to the Executive’s termination of employmenttime in question, or, at the time in each case until the date that question, is 12 months after the date on which such officer, employee or consultant ceases to be employed by any member of a third party and assigned to work more than twenty (20) hours per week for the Company Group, or encourage or induce any such individual to leave his or her employment or service relationship with any member of the Company Group; provided that the term “solicit for employment or services” as used in this clause (iv) shall not be deemed to include generalized searches for employees through media advertisements of general circulation, employment search firms, open job fairs or otherwise. Notwithstanding the foregoing, if the Executive’s principal place of employment is in the State of California, this Section 6(c) shall not apply for any period following the Executive’s termination of employment for any reasonCompany.

Non-Competition and Non-Solicitation. While employed by (a) As of the Company Effective Time and for 12 months after termination three (3) years thereafter, neither Stockholder nor any of the Executive’s employment for any reason his or her respective Affiliates (which Stockholder shall use his or her best efforts to cause to comply with Section 2 and Section 3 hereof) (collectively, the “Restricted PeriodParties”), the Executive agrees not to) shall, directly or indirectly, whether alone or in the United States or elsewhere where the concert with others, and in whatever capacity, for any member of the Company Group (as defined below) is engaged in business, on such person’s own behalf them or on the behalf of another (including as a shareholder, member, partner, joint venturer or investor of another person):in conjunction with any other Person: (i) engage inin any Competing Business Purpose anywhere in North America or in any other territory where the Company or its subsidiaries conducts its business (the “Restricted Territory”), own, control, advise, manage, serve as a director, officer or employee of, act as a consultant to or contractor or other agent for, receive except that (A) the Restricted Parties may own not more than an aggregate of one percent (1%) of the outstanding voting securities of any economic benefit from or exert any influence upon, any business or activity publicly held Person that competes, directly or indirectly, with the business Company, as long as none of the Company Group Restricted Parties participates in the management, direction or operations of any such publicly held Person and (a “Competitive Business”)B) Stockholder may own voting securities of, be employed by, and participate in the management, direction and operations of, Parent; (ii) solicit, solicit or divert away or attempt to solicit or divert away any person who as customer served or solicited by Parent or the Company or any of the date of the Executive’s termination of employment is their Affiliates in an effort to provide services or was, within the one-year period prior products to such date, a customer, client, supplier or other business relationship of any member of customer which compete with those provided by the Company Groupor any of its Affiliates or currently planned to be provided by the Company or any of its Affiliates in the future, or within the one-year period prior to such dateotherwise induce any customer of Parent, was solicited to become a customer, client, supplier or other business relationship of any member of the Company Group (eachor any of their Affiliates to curtail or cease doing business with Parent, a “Company Customer”), for the purpose of attempting to persuade any such Company Customer to cease to do business or to reduce the amount of business which any such Company Customer has customarily done or contemplates doing with any member of the Company Groupor any of their Affiliates; or (iii) hireencourage, employinduce, engage attempt to induce, solicit, or attempt to solicit for employment or services any officer, employee or consultant of any member of the Company Group as of the date of termination of the Executive’s Employees to terminate his or her employment or at any time in the 12 months prior to the Executive’s termination of employmentwith Parent, in each case until the date that is 12 months after the date on which such officer, employee or consultant ceases to be employed by any member of the Company Groupor any of their Affiliates, or employ or establish a business with any Company Employee or solicit or encourage or induce any such individual Company Employee to leave his or her employment or service terminate his or her relationship with Parent, the Company or any member of their Affiliates. (b) If any provision contained in this Section 2 shall for any reason be held invalid, illegal or unenforceable in any respect, such invalidity, illegality or unenforceability shall not affect any other provisions of this Section 2, which shall remain in full force and effect. The covenants contained in Section 2 hereof shall be construed as a series of separate covenants, one for each country, province, state, city or other political subdivision of the Company Group; provided Restricted Territory. Except for geographic coverage, each such separate covenant shall be deemed identical in terms to the covenant contained in Section 2 hereof. If, in any judicial proceeding, an arbitrator or a court refuses to enforce any of such separate covenants (or any part thereof), then such unenforceable covenant (or such part) shall be eliminated from this Agreement to the extent necessary to permit the remaining separate covenants (or portions thereof) to be enforced. In the unlikely event that any of the term “solicit terms, provisions, or covenants of this Section 1 are deemed by an arbitrator or a court of competent jurisdiction to exceed the time, geographic or scope limitations permitted by applicable law, the arbitrator or court shall limit the application of any such term, provision or covenant, or modify such term, provision or covenant to the maximum time, geographic or scope limitations, as the case may be, and proceed to enforce those terms as so limited or modified. (c) Stockholder acknowledges that Parent would be irreparably harmed by any breach of this Section 2 and that there would be no adequate remedy at law or in damages to compensate Parent for employment any such breach. Accordingly, in the event of a breach or services” as used threatened breach of this Section 2, Stockholder agrees that Parent shall be entitled to temporary, preliminary, and permanent injunctive relief, without the necessity of proving actual damages or posting a bond therefore, requiring specific performance by Stockholder of this Section 2, and Stockholder consents to the entry or enforcement thereof. Stockholder shall be responsible for all violations of any of the covenants in this clause Section 2 by any of the Restricted Parties. (ivd) Stockholder’s obligations under this Agreement shall not remain in effect if Stockholder’s employment with Parent is terminated for any or no reason. (g) Nothing in this Agreement shall be deemed or construed to include generalized searches for employees through media advertisements of general circulation, create or alter any employment search firms, open job fairs relationship between Parent or otherwise. Notwithstanding the foregoing, if the Executive’s principal place of employment is in the State of California, this Section 6(c) shall not apply for any period following the Executive’s termination of employment for any reasonCompany and Stockholder.

Non-Competition and Non-Solicitation. While employed by the Company and for 12 months after termination In consideration of the Executive’s employment for any reason Rollover Consideration and the transactions contemplated hereby, the Major Stockholder agrees to the following: (a) During the period commencing on the date hereof and ending on the fifth anniversary of the date hereof (the “Restricted Noncompetition Period”), the Executive agrees not toMajor Stockholder will not, without the express written consent of the Company, directly or indirectly, anywhere in the United States or elsewhere where the in any member of foreign country in which the Company Group (as defined below) is engaged in or its Subsidiaries or affiliates have conducted business, on such person’s own behalf are conducting business or on are presently contemplating conducting business, engage in any activity which is, or participate or invest in, or provide or facilitate the behalf provision of another financing to, or assist (including whether as a owner, part-owner, shareholder, member, partner, joint venturer director, officer, trustee, executive, agent or investor consultant, or in any other capacity), any business, organization or person other than the Company (or any Subsidiary or affiliate of another person): the Company), including any such business, organization or person involving, or which is, a family member of the Major Stockholder, whose business, activities, products or services are competitive with any of the business, activities, products or services conducted or offered or proposed to be conducted or offered by the Company or its subsidiaries or affiliates during any period in which the Major Stockholder is employed by the Company or any of its subsidiaries or affiliates. Without implied limitation, the foregoing covenant shall be deemed to prohibit (i) hiring or engaging or attempting to hire or engage in, own, control, advise, manage, serve as a director, officer for or on behalf of the Major Stockholder or any such competitor any employee of, act as a consultant to or contractor or other agent for, receive any economic benefit from or exert any influence upon, any business or activity that competes, directly or indirectly, with the business of the Company Group or any of its Subsidiaries and affiliates, or any former employee of the Company and any of its Subsidiaries and affiliates who was employed during the six (a “Competitive Business”); (ii6) solicit, divert or attempt to solicit or divert any person who as of month period immediately preceding the date of such attempt to hire or engage, (b) encouraging for or on behalf of the Executive’s termination Major Stockholder or any such competitor any such employee to terminate his or her relationship or employment with the Company or any of employment is its Subsidiaries and affiliates, (c) recruiting or was, within soliciting for or on behalf of the one-year period prior to Major Stockholder or any such date, a customer, client, supplier or other business relationship of competitor any member customer of the Company Groupor any of its Subsidiaries and affiliates, or within the one-year period prior to such date, was solicited to become a customer, client, supplier or other business relationship of any member former customer of the Company Group or any of its Subsidiaries and affiliates who was a customer during the six (each, a “Company Customer”), for 6) month period immediately preceding the purpose date of attempting such solicitation and (d) diverting to persuade any such Company Customer to cease to do person (as hereinafter defined) any customer or business or to reduce the amount of business which any such Company Customer has customarily done or contemplates doing with any member opportunity of the Company Group; oror any of any of its Subsidiaries and affiliates. (iiib) hireNotwithstanding anything herein to the contrary, employ, engage or solicit for employment or services the Major Stockholder may make passive investments in any officer, employee or consultant enterprise the shares of any member which are publicly traded if such investment constitutes less than five percent (5%) of the Company Group as equity of the date such enterprise. (c) The Major Stockholder agrees that if a court of termination of the Executive’s employment or at competent jurisdiction determines that any time in the 12 months prior to the Executive’s termination of employment, in each case until the date that is 12 months after the date on which such officer, employee or consultant ceases to be employed by any member of the Company Grouprestriction, or encourage portion thereof, set forth in this Section 8 is overly restrictive and unenforceable, the court may reduce or induce any modify such individual restrictions to leave his those which it deems reasonable and enforceable under the circumstances, and as so reduced or her employment or service relationship with any member of modified, the Company Group; provided parties hereto agree that the term “solicit for employment or services” as used restrictions of this Section 8 shall remain in full force and effect. The Major Stockholder further agrees that if a court of competent jurisdiction determines that any provision of this clause (iv) Section 8 is unenforceable, the remaining provisions of this Section 8 shall not be deemed to include generalized searches for employees through media advertisements affected thereby, and shall remain in full force and effect. (d) If the Major Stockholder violates any of general circulation, employment search firms, open job fairs or otherwise. Notwithstanding the foregoing, if the Executive’s principal place of employment is restrictions contained in the State of California, this Section 6(c) shall 8, the restrictive period will be suspended and will not apply for run in favor of the Major Stockholder from the time of the commencement of any period following violation until the Executivetime when the Major Stockholder cures the violation to the Company’s termination of employment for any reasonreasonable satisfaction.

Non-Competition and Non-Solicitation. While employed (a) In consideration of CSI Confidential Information acquired by the Company and for 12 months after termination the Partnership Group and the other Confidential Information being provided, and which the Company herein agrees to provide in the future, to the Employee as stated in Section 5.1 hereof, and other good and valuable new consideration as stated in this Agreement and as provided to the Employee as of the Executive’s Effective Date, including, without limitation, employment for any reason with the Company, the Phantom Units being granted by the Partnership pursuant to Section 3.3(a), and the business relationships, Partnership Group goodwill, work experience, client, customer and/or vendor relationships and other benefits of employment that the Employee will have the opportunity to obtain, use and develop under this Agreement, the Employee agrees to the restrictive covenants stated in this Section 5.3. (b) During the “Employment Period and until the end of the Restricted Period”), the Executive Employee agrees not tothat the Employee will not, directly or indirectly, in on the United States or elsewhere where the any member of the Company Group (as defined below) is engaged in business, on such personEmployee’s own behalf or on the behalf of another (including as a shareholderany other Person, member, partner, joint venturer or investor of another person):within the Restricted Area: (i) engage inin a Competing Business, ownincluding, controlwithout limitation, adviseby owning, managemanaging, serve as a directoroperating, officer or employee ofcontrolling, act being employed by, providing services as a consultant or independent contractor to or contractor participating in the ownership, management, operation or other agent for, receive control of any economic benefit from or exert any influence upon, any business or activity that competes, directly or indirectly, with the business of the Company Group (a “Competitive Competing Business”); (ii) solicit, divert induce or attempt to solicit or divert induce any person who as of the date of the Executive’s termination of employment is or was, within the one-year period prior to such date, a customer, clientvendor, supplier supplier, licensor or other Person in a current or previous business relationship of any member of the Company Group, or within the one-year period prior to such date, was solicited to become a customer, client, supplier or other business relationship of any member of the Company Group (each, a “Company Customer”), for the purpose of attempting to persuade any such Company Customer to cease to do business or to reduce the amount of business which any such Company Customer has customarily done or contemplates doing with any member of the Company Partnership Group, (A) to do business with a Competing Business or (B) to cease, restrict, terminate or otherwise reduce business with any member of the Partnership Group, in each case regardless of whether the Employee initiates contact; or (iii) hire(A) solicit, employrecruit, engage persuade, influence or solicit for employment induce, or services any officerattempt to solicit, employee recruit, persuade, influence or consultant of any member of the Company Group as of the date of termination of the Executive’s employment or at any time in the 12 months prior to the Executive’s termination of employment, in each case until the date that is 12 months after the date on which such officer, employee or consultant ceases to be induce anyone employed by any member of the Company GroupPartnership Group (including any former employees of CSI who are employed by any member of the Partnership Group as part of the Transaction), to cease or encourage or induce any such individual to leave his or her their employment or service relationship with any member of the Partnership Group or (B) hire, employ or otherwise attempt to establish, for any Person, any employment, consulting, independent contractor or other business relationship with any Person who is or was during the prior twelve (12) months employed by any member of the Partnership Group (including any former employees of CSI who are employed by any member of the Partnership Group as part of the Transaction); provided, however, the Employee may, directly or indirectly, on the Employee’s own behalf or on behalf of any other Person, hire any former employee of the Company or the Partnership Group whose employment with the Company or Partnership Group had terminated not less than three (3) months prior to the date of hire and (i) who is not specifically solicited for employment by the Employee, either directly or indirectly, but who on his or her own initiative seeks employment with Employee or any other Person with whom the Employee is affiliated, or (ii) who responds to a general ad for employment published by Employee, or any other Person with whom the Employee is affiliated, that is not specifically targeted to employees of the Partnership Group. (c) The parties hereto acknowledge and agree that, notwithstanding anything in Section 5.3(b)(i) hereof, the Employee may own or hold, solely as passive investments, securities of Persons engaged in any business that would otherwise be included in Section 5.3(b)(i), as long as with respect to each such investment the securities held by the Employee do not exceed one percent (1%) of the outstanding securities of such Person and such securities are publicly traded and registered under Section 12 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”); provided provided, however, that the term “solicit Employee shall not be permitted to, directly or indirectly, participate in, or attempt to influence, the management, direction or policies of (other than through the exercise of any voting rights held by the Employee in connection with such securities), or lend the Employee’s name to, any such Persons. (d) The Employee acknowledges and agrees that, for employment purposes of this Section 5.3, indirect acts by the Employee shall include, without limitation, an act by any entity directly or services” indirectly controlled by the Employee. Employee may not avoid the purpose and intent of this Section 5.3 by engaging in the restricted conduct within the Restricted Area from a remote location through means such as used telecommunications, written correspondence, computer generated or assisted communications including, without limitation, email or the internet, or other similar methods. (e) The Employee acknowledges that (i) the restrictive covenants contained in this clause Section 5.3 hereof are ancillary to and part of an otherwise enforceable agreement, such being the agreements concerning Confidential Information and other consideration as stated in this Agreement, (ii) at the time that these restrictive covenants are made, the limitations as to time, geographic scope and activity to be restrained, as described herein, are reasonable and do not impose a greater restraint than necessary to protect the goodwill and other legitimate business interests of the Partnership Group, including without limitation, Confidential Information (including trade secrets), client, customer and/or vendor relationships, client and/or customer goodwill and business productivity, (iii) in the event of termination of the Employee’s employment, the Employee’s experiences and capabilities are such that the Employee can obtain gainful employment without violating this Agreement and without the Employee incurring undue hardship, (iv) based on the relevant benefits and other new consideration provided for in this Agreement, including, without limitation, the disclosure and use of Confidential Information, the restrictive covenants of this Section 5.3, as applicable according to their terms, shall not be deemed to include generalized searches for employees through media advertisements of general circulation, employment search firms, open job fairs or otherwise. Notwithstanding the foregoing, if the Executive’s principal place of employment is remain in full force and effect even in the State event of Californiathe Employee’s involuntary termination from employment, with or without Cause, (v) the Employee has carefully read this Agreement and has given careful consideration to the restraints imposed upon the Employee by this Agreement and consents to the terms of the restrictive covenants in this Section 6(c5.3, with the knowledge that this Agreement may be terminated at any time in accordance with the provisions hereof and (vi) shall not apply for any period following the Executiverestrictions set forth in this Section 5.3 are fair and reasonable in light of the nature and wide geographic scope of the Partnership Group’s termination operations, which occur throughout the Restricted Area and the Employee’s level of employment for any reasoncontrol over, contact with, and association, with the Partnership Group’s business throughout the Restricted Area.

Non-Competition and Non-Solicitation. While employed (a) Executive acknowledges that the services to be performed by him under this Agreement are of a special, unique, unusual, extraordinary and intellectual character, and the Company provisions of this Section 7 are reasonable and necessary to protect the Business. (b) In consideration of the foregoing acknowledgments by Executive, and in consideration of the compensation and benefits to be paid or provided to Executive by THK, Executive covenants that he will not, during the term of this Agreement and for 12 months after termination a period of the Executive’s employment for any reason one (the “Restricted Period”), the Executive agrees not to1) year thereafter, directly or indirectly, : (1) except in the United States course of his employment hereunder, and except as permitted by Section 3 above, engage or elsewhere where the any member of the Company Group (as defined below) is engaged in business, on such person’s own behalf or on the behalf of another (including as a shareholder, member, partner, joint venturer or investor of another person): (i) engage invest in, own, manage, operate, finance, control, adviseor participate in the ownership, managemanagement, serve as a directoroperation, officer financing, or employee control of, act as a consultant to be employed by, associated with, or contractor or other agent for, receive in any economic benefit from or exert any influence uponmanner connected with, any business whose products or activity that competes, directly services compete in whole or indirectly, in part with the products or services of THK or any THK Affiliate; provided, however, that Executive may purchase or otherwise acquire up to (but not more than) one percent (1%) of any class of securities of any enterprise (but without otherwise participating in the activities of such enterprise) if such securities are listed on any national or regional securities exchange or have been registered under Section 12(g) of the Securities Exchange Act of 1934; (2) whether for Executive’s own account or for the account of any other person, solicit business of the Company Group (same or similar type of business then being carried on by THK or any THK Affiliate, from any person or entity known by Executive to be a “Competitive Business”)customer of THK or any THK Affiliate, whether or not Executive had personal contact with such person or entity during and by reason of Executive’s employment with THK; (ii3) whether for Executive’s own account or the account of any other person (i) solicit, divert employ or otherwise engage as an employee, independent contractor or otherwise, any person who is or was an employee of THK or any THK Affiliate at any time during the term of this Agreement or in any manner induce or attempt to solicit induce any employee of THK or divert any THK Affiliate to terminate his employment with THK or the THK Affiliate, or (ii) interfere with THK’s or any THK Affiliate relationship with any person or entity, including any person or entity who as at any time during the term of the date of the Executive’s termination of employment is or wasthis Agreement was an employee, within the one-year period prior to such date, a customer, clientcontractor, supplier or other business relationship customer of THK or any member of the Company Group, or within the one-year period prior to such date, was solicited to become a customer, client, supplier or other business relationship of any member of the Company Group (each, a “Company Customer”), for the purpose of attempting to persuade any such Company Customer to cease to do business or to reduce the amount of business which any such Company Customer has customarily done or contemplates doing with any member of the Company GroupTHK Affiliate; or (iii4) hire, employ, engage or solicit for employment or services any officer, employee or consultant of any member of the Company Group as of the date of termination of the Executive’s employment or at any time in the 12 months prior to the Executive’s termination of employment, in each case until the date that is 12 months during or after the date on which such officerterm of this Agreement, employee disparage THK or consultant ceases any THK Affiliate, or any of their respective shareholders, directors, officers, employees or agents. (c) If any covenant of this Section 7 is held to be unreasonable, arbitrary or against public policy, such covenant will be considered to be divisible with respect to scope, time and geographic area, and such lesser scope, time or geographic area, or all of them, as a court of competent jurisdiction may determine to be reasonable, not arbitrary and not against public policy, will be effective, binding and enforceable against Executive. (d) Executive acknowledges and agrees that should Executive transfer between or among THK and any of its affiliated companies including, without limitation, any parent, subsidiary or other corporately related entity (a “THK Affiliate”) wherever situated, or otherwise become employed by any member of the Company GroupTHK Affiliate, or encourage should he be promoted or induce any such individual reassigned to leave his or her employment or service relationship with any member of functions other than the Company Group; provided that the term “solicit for employment or services” as used duties set forth in this clause (iv) shall not be deemed to include generalized searches for employees through media advertisements of general circulationAgreement, employment search firms, open job fairs or otherwise. Notwithstanding the foregoing, if the should Executive’s principal place compensation and benefit package change (either higher or lower), the terms of employment is in the State of California, this Section 6(c7 shall continue to apply with full force. (e) shall Executive agrees and acknowledges that THK does not apply have an adequate remedy at law for any period following the Executive’s termination breach or threatened breach by Executive of employment for any reasonthis Section 7 and agrees that THK may, in addition to the other remedies which may be available to it under this Agreement, file suit in equity to enjoin Executive from such breach or threatened breach.

Non-Competition and Non-Solicitation. While employed by (a) From and after the Company and for 12 Effective Time until the date which is twelve (12) months after termination of the Executive’s employment for any reason Effective Time (the “Restricted Covenant Period”), the Executive agrees not toShareholder shall not, directly or indirectly, in the United States or elsewhere where the any member of the Company Group (as defined below) is engaged in business, on such person’s own behalf or on the behalf of another (including as a shareholder, member, partner, joint venturer or investor of another person):: (i) engage in, own, control, advise, manage, serve as a directormember of the board of directors (including any advisory board) of any financial institution, officer or employee of, act as a consultant to the direct or contractor indirect holding company or other agent for, receive any economic benefit from subsidiary of such financial institution or exert any influence upon, any business or activity that competes, directly or indirectlyholding company, with an office or branch located within a 35-mile radius of any office or branch of Parent, NBB, FCB, or any subsidiary or affiliate thereof, at the business of date hereof or the Company Group Effective Time (a the “Competitive BusinessCovered Area”);; or (ii) solicit, divert serve on the board of any company with an office or attempt to solicit or divert branch in the Covered Area that provides any person who as of the products or services provided at the date of hereof or the Executive’s termination of employment is or wasEffective Time by Parent, within the one-year period prior to such dateNBB, a customer, client, supplier or other business relationship of any member of the Company GroupFCB, or within the one-year period prior to such date, was solicited to become a customer, client, supplier any subsidiary or other business relationship of any member of the Company Group (each, a “Company Customer”), for the purpose of attempting to persuade any such Company Customer to cease to do business or to reduce the amount of business which any such Company Customer has customarily done or contemplates doing with any member of the Company Groupaffiliate thereof; or (iii) hiresolicit to employ or engage the services of any of the officers or employees of Parent or NBB (including former employees of FCB) (other than such officers or employees who have been terminated by Parent, employNBB or FCB prior to such solicitation or engagement by the Shareholder), engage or initiate or maintain contact with any officer, director or employee of Parent or NBB (including former employees of FCB) regarding the business, operations, prospects or finances of Parent or NBB, except for conversations with employees of Parent or NBB that are necessary to conduct routine banking business or transactions; or (iv) solicit for employment customers of Parent or NBB or any subsidiary or affiliate thereof by or on behalf of any bank or provider of any of the products or services offered by Parent or NBB or any subsidiary or affiliate thereof. (b) The restrictions set forth in Section 4(a) of this Agreement shall not apply to service as a director, officer, employee or consultant of any member of an advisory board of Parent or NBB. (c) In the Company Group as event of a breach or violation of Section 4(a) of this Agreement by the Shareholder, the running of the date Covenant Period shall be tolled during the continuance of termination such breach or violation, and the Covenant Period shall be extended by the period of the Executive’s employment time for which such breach or at any time in the 12 months prior violation was continuing. Notwithstanding anything to the Executive’s termination of employmentcontrary contained herein, in each case until the date that is 12 months after the date on which such officer, employee or consultant ceases to be employed by any member of the Company Group, or encourage or induce any such individual to leave his or her employment or service relationship with any member of the Company Group; provided that the term “solicit for employment or services” as used covenants and agreements contained in this clause (iv) Section 4 shall not be deemed to include generalized searches for employees through media advertisements of general circulation, employment search firms, open job fairs or otherwise. Notwithstanding survive the foregoing, if the Executive’s principal place of employment is in the State of California, this Section 6(c) shall not apply for any period following the Executive’s termination of employment for any reasonEffective Time.

Non-Competition and Non-Solicitation. While employed (a) In consideration of the provisions hereof, for the period commencing on the date hereof and ending on the later of the first anniversary of the termination of this Agreement, or one year after receipt by the Company and for 12 months after termination Employee of the Executive’s employment for any reason (the “Restricted Period”)all compensation owed under this Agreement, the Executive agrees not toEmployee will not, except as specifically provided below, anywhere in any county in any state in which the Company is engaged in business as of such termination date, directly or indirectly, acting individually or as the owner, shareholder, partner or management employee in any entity,{i)engage in the United States operation of a solid waste collection, transporting or elsewhere where disposal business, transfer facility. recycling facility. materials recovery facility or solid waste landfill;(ii) enter the employ as a manager of, or tender any member personal services to or for the benefit of, or assist in or facilitate the solicitation of customers for, or receive remuneration in the Company Group (as defined below) is form of management salary, commissions or otherwise from, any business engaged in businesssuch activities in such counties; or (iii)receive or purchase a financial interest in, on make a loan to, or make a gift in support of, any such person’s own behalf or on the behalf of another (business in any capacity, including without limitation, as a shareholder, membersole proprietor, partner, joint venturer or investor of another person): (i) engage inshareholder, ownofficer, control, advise, manage, serve as a director, officer principal agent or employee oftrustee; provided, act as a consultant to or contractor or other agent forhowever, receive any economic benefit from or exert any influence upon, any business or activity that competesthe Employee may own, directly or indirectly, with solely as an investment, securities of any business traded on any national securities exchange or quoted on any NASDAQ market, provided the Employee is not a controlling person of, or a member of a group which controls; such business and further provided that the Employee does not, in the aggregate, directly or indirectly, own two percent(2%)or more of any class of securities of such business. (b) After termination of this Agreement, the Employee shall not (i) solicit any residential or commercial customer of the Company Group (to whom the Company provides service pursuant to a “Competitive Business”); franchise agreement with a public entity in any county in any state in which the Company is engaged in business as of such termination date, (ii) solicit, divert solicit any residential or attempt to solicit or divert any person who as of the date of the Executive’s termination of employment is or was, within the one-year period prior to such date, a customer, client, supplier or other business relationship of any member commercial customer of the Company Group, or within the one-year period prior to such date, was solicited to become enter into a customer, client, supplier or other business solid waste ool1ection account relationship of any member with a competitor of the Company Group (each, a “Company Customer”), for the purpose of attempting to persuade in any such Company Customer to cease to do business or to reduce the amount of business which county,(iii) solicit any such Company Customer has customarily done or contemplates doing public entity to enter into a franchise agreement with any member of the Company Group; or (iii) hire, employ, engage or solicit for employment or services any officer, employee or consultant of any member of the Company Group as of the date of termination of the Executive’s employment or at any time in the 12 months prior to the Executive’s termination of employment, in each case until the date that is 12 months after the date on which such officer, employee or consultant ceases to be employed by any member of the Company Group, or encourage or induce any such individual to leave his or her employment or service relationship with any member of the Company Group; provided that the term “solicit for employment or services” as used in this clause (iv) shall not be deemed to include generalized searches for employees through media advertisements of general circulation, employment search firms, open job fairs or otherwise. Notwithstanding the foregoing, if the Executive’s principal place of employment is in the State of California, this Section 6(c) shall not apply for any period following the Executive’s termination of employment for any reasoncompetitor.

Non-Competition and Non-Solicitation. While employed During the Executive's employment with the Trust and for a period of eighteen (18) months following the Executive's Date of Termination, the Executive shall not, without the prior written consent of the Trust, for himself or on behalf of or in conjunction with any other person, persons, company, firm, partnership, corporation, business, group or other entity (each, a "Person"), work within a 100 mile radius of any location where the Trust is doing business or has plans for commencing business at of the Date of Termination, in the principal line of business engaged in, or planned to be engaged in, by the Company Trust at the Date of Termination. The Executive's passive ownership of less than five percent (5%) of the securities of a company shall not be treated as an action in competition with the Trust. (a) During the term of Executive's employment by the Trust, and for 12 the eighteen (18) months after termination following the Date of Termination, the Executive’s employment Executive shall not, for any reason (the “Restricted Period”), the Executive agrees not towhatsoever, directly or indirectly, in the United States or elsewhere where the any member of the Company Group (as defined below) is engaged in business, on such person’s own behalf for himself or on the behalf of another (including as a shareholder, member, partner, joint venturer or investor of another person):in conjunction with any other Person: (i) engage insolicit and/or hire any Person who is on the Date of Termination, ownor has been within twelve (12) months prior to the Date of Termination, control, advise, manage, serve as a director, an officer or manager level employee ofof the Trust or its affiliates, act as a consultant to for the purpose or contractor or other agent for, receive any economic benefit with the intent of enticing such Person away from or exert any influence upon, any business or activity that competes, directly or indirectly, with the business out of the Company Group (a “Competitive Business”)employ of the Trust or its affiliates; (ii) in order to protect the Confidential Information and proprietary rights of Trust, solicit, divert induce or attempt to solicit induce any Person who is, at the Date of Termination, or divert any person who as of the date of the Executive’s termination of employment is or was, has been within the one-year period twelve (12) months prior to such datethe Date of Termination, an actual customer, borrower, client, business partner, or a prospective customer, borrower, client, business partner (i.e., a customer, clientborrower, supplier client or other business relationship partner who is party to a written proposal or letter of any member intent with Trust, in each case written less than six (6) months prior to the Date of Termination) of the Company Group, or within the one-year period prior to such date, was solicited to become a customer, client, supplier or other business relationship of any member of the Company Group (each, a “Company Customer”)Trust, for the purpose or with the intent of (A) inducing or attempting to persuade any induce such Company Customer Person to cease doing business with Trust or its affiliates, (B) enticing or attempting to entice such Person to do business with Executive or to reduce any affiliate of Executive, or (C) in any way interfering with the amount of business which any relationship between such Company Customer has customarily done Person and Trust or contemplates doing with any member of the Company Groupits affiliates; or (iii) hiresolicit, employinduce or attempt to induce any Person who is or that is, engage at the time of the Date of Termination, or solicit for employment has been within twelve (12) prior to the Date of Termination, a supplier, licensee or consultant of, or provider of goods or services to Trust or its affiliates, for the purpose or with the intent of (A) inducing or attempting to induce such Person to cease doing business with Trust or its affiliates or (B) in any officerway interfering with the relationship between such Person and Trust or its affiliates. (b) Because of the difficulty of measuring economic losses to Trust as a result of a breach of the foregoing covenants, employee or consultant and because of the immediate and irreparable damage that could be caused to Trust for which it would have no other adequate remedy, Executive agrees that the foregoing covenants in this Section 10, in addition to and not in limitation of any member other rights, remedies or damages available to Trust at law, in equity or under this Agreement, may be enforced by Trust in the event of the Company Group breach or threatened breach by Executive, by injunctions and/or restraining orders. (c) It is agreed by the parties that the covenants contained in this Section 10 impose a fair and reasonable restraint on Executive in light of the activities and business of Trust on the date of the execution of this Agreement and the current plans of Trust; but it is also the intent of Trust and Executive that such covenants be construed and enforced in accordance with the changing activities, business and locations of Trust and its affiliates throughout the term of these covenants. (d) It is further agreed by the parties hereto that, in the event that Executive shall cease to be employed hereunder, and enters into a business or pursues other activities within twelve months from such Date of Termination that, at such time, are not in competition with the Trust or its affiliates or with any business or activity which the Trust or its affiliates contemplated pursuing, as of the date Date of termination of the Executive’s employment or at any time in the 12 months prior to the Executive’s termination of employment, in each case until the date that is 12 months after the date on which such officer, employee or consultant ceases to be employed by any member of the Company GroupTermination, or encourage similar activities or induce business in locations the operation of which, under such circumstances, does not violate this Section 10 or any such individual to leave his or her employment or service relationship with any member of the Company Group; provided that the term “solicit for employment or services” as used in Executive's obligations under this clause (iv) Section 10, Executive shall not be deemed chargeable with a violation of this Section 10 if the Trust or its affiliates subsequently enter the same (or a similar) competitive business, course of activities or location, as applicable (except as to include generalized searches for employees through media advertisements business or activities actively contemplated by the Trust at the Date of general circulationTermination). (e) The covenants in this Section 10 are severable and separate, employment search firmsand the unenforceability of any specific covenant shall not affect the provisions of any other covenant. Moreover, open job fairs in the event any court of competent jurisdiction shall determine that the scope, time or otherwiseterritorial restrictions set forth herein are unreasonable, then it is the intention of the parties that such restrictions be enforced to the fullest extent that such court deems reasonable, and the Agreement shall thereby be reformed to reflect the same. (f) All of the covenants in this Section 10 shall be construed as an agreement independent of any other provision in this Agreement, and the existence of any claim or cause of action of Executive against Trust whether predicated on this Agreement or otherwise shall not constitute a defense to the enforcement by Trust of such covenants. It is specifically agreed that the duration of the period during which the agreements and covenants of Executive made in this Section 10 shall be effective shall be computed by excluding from such computation any time during which Executive is in violation of any provision of this Section 10. (g) Notwithstanding any of the foregoing, if any applicable law, judicial ruling or order shall reduce the Executive’s principal place time period during which Executive shall be prohibited from engaging in any competitive activity described in Section 10 hereof, the period of employment is in time for which Executive shall be prohibited pursuant to Section 10 hereof shall be the State of California, this Section 6(c) shall not apply for any period following the Executive’s termination of employment for any reasonmaximum time permitted by law.

Non-Competition and Non-Solicitation. While (i) In view of the unique and valuable services it is expected Executive has rendered and will continue to render to the Company and its affiliates, the relationship Executive has and will have with the customers of the Company and its affiliates, Executive's knowledge of the customers, trade secrets, and other proprietary information relating to the business of the Company and its affiliates and their customers, suppliers and licensees and similar knowledge regarding the Company and its affiliates which Executive has obtained and will continue to obtain, and in consideration of the rights granted to Executive under this Agreement, Executive agrees that Executive will not during the period Executive is employed by the Company or any of its affiliates Participate In (as herein defined) any other business or organization, whether or not such business or organization now is or shall then be competing with or of a nature similar to the business of the Company or any of its affiliates or their licensees. Nothing herein shall prevent Executive from owning publicly traded securities representing less than 1 % of the equity of a publicly traded company. (ii) Executive further agrees that while Executive is employed by the Company or any of its affiliates and thereafter (notwithstanding the reason or basis for 12 months after the termination of Executive's employment with the Executive’s employment Company or its affiliates) for any reason (the “Restricted Period”)a period of 24 months, the Executive agrees not toshall not, directly or indirectly, in the United States hire, engage or elsewhere where the retain, or aid or assist any member other person or entity to hire, engage, or retain (A) (x) any designers of the Company Group or its affiliates, (y) any person who held the position of Director or any equivalent or more senior position at the Company or any of its affiliates, or (z) any licensee of Company or any person who acted as defined belowone of the Company's or its affiliates' outside consultants, in each instance at the time of termination of Executive's employment or within the six-month period prior thereto, (B) is engaged in business, on such person’s own behalf or on the behalf of another (including as any person employed by a shareholder, member, partner, joint venturer or investor of another person): (i) engage in, own, control, advise, manage, serve as a director, officer or employee of, act as a consultant to or contractor or other agent for, receive any economic benefit from or exert any influence upon, any business or activity that competes, directly or indirectly, with the business licensee of the Company Group or its affiliates who worked on the Company's brands at the time of termination of Executive's employment or within the six-month period prior thereto, or (a “Competitive Business”); (iiC) solicit, divert or attempt to solicit or divert any person who as or entity that supplied piece goods or designs to, or that manufactured or sold apparel to, the Company or any of its affiliates during the date of the Executive’s termination of employment is or was, within the onesix-year month period prior to such date, a customer, client, supplier or other business relationship of any member of the Company Group, or within the one-year period prior to such date, was solicited to become a customer, client, supplier or other business relationship of any member of the Company Group (each, a “Company Customer”), for the purpose of attempting to persuade any such Company Customer to cease to do business or to reduce the amount of business which any such Company Customer has customarily done or contemplates doing with any member of the Company Group; or (iii) hire, employ, engage or solicit for employment or services any officer, employee or consultant of any member of the Company Group as of the date of termination of the Executive’s employment or at any time in the 12 months prior to the Executive’s termination of employment, in each case until the date that is 12 months after the date on which such officer, employee or consultant ceases to be employed by any member of the Company Group, or encourage or induce any such individual to leave his or her employment or service relationship with any member of the Company Group; provided that the term “solicit for employment or services” as used in this clause (iv) shall not be deemed to include generalized searches for employees through media advertisements of general circulation, employment search firms, open job fairs or otherwise. Notwithstanding the foregoing, if the Executive’s principal place of employment is in the State of California, this Section 6(c) shall not apply for any period following the Executive’s termination of employment for any reasontermination.

Non-Competition and Non-Solicitation. While employed (a) During the period from the date hereof to Closing and for a period of three years after Closing-provided, that if this Agreement is terminated pursuant to Section 9.1, this Section 6.9(a) shall be of no force or effect each Shareholder will not engage, either directly or indirectly through any of its Affiliates, whether as owner, principal, shareholder, Employee, consultant or in any other capacity, in any business that may be reasonably considered as competing with the Business anywhere in the world, except as a customer or authorized distributor of Buyer, or for the benefit of Buyer or otherwise with Buyer’s consent (which may be withheld in Buyer’s sole discretion). Shareholders acknowledge and agree that the current market for the products and services developed, marketed or distributed by the Company and for 12 months after termination of the Executive’s employment for any reason (Subsidiaries, extends throughout the “Restricted Period”), the Executive agrees not to, directly or indirectly, entire world and that it is therefore reasonable to prohibit them from competing with Buyer in such business anywhere in the United States world. (b) During the period from the date hereof to Closing and for a period of 2 years after Closing-provided, that if this Agreement is terminated pursuant to Section 9.1, this Section 6.9(b) shall be of no force or elsewhere where effect- without the prior written consent of Buyer, no Shareholder nor any member Affiliate of the Company Group (as defined below) is engaged in business, on such person’s own behalf or on the behalf of another (including as a shareholder, member, partner, joint venturer or investor of another person):Shareholder will: (i) engage in, own, control, advise, manage, serve as a director, officer induce or employee of, act as a consultant to or contractor or other agent for, receive encourage any economic benefit from or exert any influence upon, any business or activity that competes, directly or indirectlyEmployee, with the business of knowledge that such person is an Employee, to discontinue, cancel or refrain from any employment, consulting or similar relationship with the Company Group (a “Competitive Business”)or any Subsidiary; (ii) solicit, divert hire an Employee (or attempt to solicit or divert any person who as was an Employee at any time during the period of the date of the Executive’s termination of employment is or was, within the one-year period three months prior to such date, a customer, client, supplier attempted hiring) or other business relationship retain an Employee (or any person who was an Employee at any time during the period of any member of the Company Group, or within the one-year period three months prior to such dateretention), in each case with the knowledge that such person is or was solicited to become an Employee during such period, as a customer, client, supplier consultant or other business relationship of any member of the Company Group (each, a “Company Customer”), for the purpose of attempting to persuade any such Company Customer to cease to do business or to reduce the amount of business which any such Company Customer has customarily done or contemplates doing with any member of the Company Group; oradvisor. (iii) hireThe limitations in this Section will not apply to inducement, employencouragement, engage hiring or solicit for employment retention of an Employee (or services of a person who was an Employee at any officertime during the period of three months prior to such retention) if such inducement, employee encouragement, hiring or consultant retention resulted from a general solicitation or engagement of any member a recruitment firm outside the jurisdiction of the Company Group as or of the date Subsidiary by which the Employee was employed, as the case may be, for a non-targeted search. (c) If any Governmental Entity of termination of competent jurisdiction determines that the Executive’s employment or at any time restrictive covenant contained in the 12 months prior to the Executive’s termination of employment, in each case until the date that is 12 months after the date on which such officer, employee or consultant ceases to be employed by any member of the Company Groupthis Section, or encourage any part thereof, is invalid or induce any such individual to leave his or her employment or service relationship with any member of the Company Group; provided that the term “solicit for employment or services” as used in this clause (iv) shall not be deemed to include generalized searches for employees through media advertisements of general circulation, employment search firms, open job fairs or otherwise. Notwithstanding the foregoing, if the Executive’s principal place of employment is in the State of California, this Section 6(c) shall not apply for any period following the Executive’s termination of employment unenforceable for any reason, the remainder of the restrictive covenant will not thereby be affected and will be given full force and effect, without regard to the invalid portion or portions. If any such Governmental Entity determines that the restrictive covenant contained in this Section, or any part thereof, is unenforceable because of the duration or scope of such covenant, such Governmental Entity will have the power to reduce such duration or scope and, in its reduced form, such covenant will then be enforceable and will be given full force and effect. (d) Shareholders acknowledge and agree that the provisions of this Section 6.9, as they apply to each of them, are reasonable and supported by adequate consideration, that Buyer would not have entered into this Agreement without having received the benefit thereof, that the value of the Shares being purchased hereunder would be substantially diminished without the protections afforded Buyer thereby, and that any breach thereof would result in substantial and irreparable harm to Buyer and its Affiliates and, therefore, that Buyer will be entitled to seek an injunction to prohibit any such breach or anticipated breach, without the necessity of posting a bond, cash or otherwise, in addition to all of their other legal and equitable remedies, including the remedies provided by Article X.

Non-Competition and Non-Solicitation. While employed by 5.1 The Employee, in his capacity as an employee of the Company Corporation, covenants and for 12 months after agrees that, except with the prior written approval of the Corporation, the Employee will not at any time within the period of one (1) year days following the earlier of the expiration of the Term of this Agreement or any termination of the Executive’s Employee's employment for hereunder: (a) either individually or in partnership or jointly or in conjunction with any reason person or persons as principal, agent, consultant, shareholder (except as a shareholder holding not more that five (5) percent of the “Restricted Period”)outstanding shares from time to time from any class of shares of a publicly traded corporation) or in any other manner whatsoever carry on or be engaged in or concerned with or interested in, the Executive agrees not or advise, lend money to, guarantee the debts of or obligations of, or permit his name or any part thereof to be used or employed by or associated with, any person or persons engaged in or concerned with or interested in, any business that is the same or similar to or competitive with the business or any other business now or at any time during the course of employment of the Employee hereunder carried on by the Corporation within any territory where the Corporation is carrying on business at the time of the termination of the Employee's employment hereunder; (b) either directly or indirectly, by any means or in any capacity, approach, solicit or contact in the United States course of being engaged in a business competitive with the Corporation any person solicited, serviced, or elsewhere where contacted by the any member Employee on behalf of the Company Group (as defined below) is engaged in businessCorporation during the Employee's employment or any person known by the Employee to have been a supplier, on such person’s own behalf client or on customer of the behalf Corporation during the term of another (including as a shareholder, member, partner, joint venturer or investor of another person):the Employee's employment; and (ic) engage in, own, control, advise, manage, serve as a director, officer or employee of, act as a consultant to or contractor or other agent for, receive any economic benefit from or exert any influence upon, any business or activity that competes, directly or indirectly, interfere with the business employment arrangements between the Corporation or any of its employees and will not in any way solicit, recruit, hire, assist others in recruiting or hiring, or discuss employment or similar arrangements with any employees of the Company Group (a “Competitive Business”);Corporation. (ii) solicit, divert 5.2 If any covenant or attempt to solicit or divert any person who as of the date of the Executive’s termination of employment provision herein is or was, within the one-year period prior to such date, a customer, client, supplier or other business relationship of any member of the Company Group, or within the one-year period prior to such date, was solicited to become a customer, client, supplier or other business relationship of any member of the Company Group (each, a “Company Customer”), for the purpose of attempting to persuade any such Company Customer to cease to do business or to reduce the amount of business which any such Company Customer has customarily done or contemplates doing with any member of the Company Group; or (iii) hire, employ, engage or solicit for employment or services any officer, employee or consultant of any member of the Company Group as of the date of termination of the Executive’s employment or at any time in the 12 months prior to the Executive’s termination of employment, in each case until the date that is 12 months after the date on which such officer, employee or consultant ceases determined to be employed by any member of the Company Groupvoid or unenforceable in whole or in part, or encourage or induce any such individual to leave his or her employment or service relationship with any member of the Company Group; provided that the term “solicit for employment or services” as used in this clause (iv) it shall not be deemed to include generalized searches for employees through media advertisements affect or impair the validity of general circulationany other covenant or provision and subsections 5.1(a), (b) and (c) are each declared to be separate and distinct covenants. 5.3 The Employee agrees that all restrictions contained in Section 5.1 are reasonable and valid and all defences to the strict enforcement thereof by the Corporation are hereby waived by the Employee. The Employee agrees that the covenants in Section 5.1 shall not terminate upon the termination of the Employee's employment search firmshereunder. The Employee acknowledges that a violation of any of the provisions of Section 5.1 will result in immediate and irreparable damage to the Corporation and agrees that in the event of such violation the Corporation, open job fairs in addition to any other right of relief, shall be entitled to equitable relief by way of a temporary or otherwisepermanent injunction and to such other relief that any court of competent jurisdiction may deem just and proper. Notwithstanding If the foregoing, if the Executive’s principal place of employment Employee is in breach of any such restrictions, the State running of Californiathe period of such restrictions shall be stayed and shall recommence upon the date the Employee ceases to be in breach thereof, this Section 6(c) shall not apply for any period following the Executive’s termination of employment for any reasonwhether voluntarily or by injunction.

Non-Competition and Non-Solicitation. While As consideration for and to induce the engagement of the Consultant by the Company, the Consultant hereby covenants and agrees that he will not: (a) during the term of this Agreement and for a period of one (1) year from the date the Consulting Period is terminated, alone or as a partner, joint venturer, officer, director, employee, consultant, agent, independent contractor or stockholder of any company or business, engage in any business activity which is in competition with the business conducted by the Company or any of its subsidiaries or affiliates, including without limitation those related to the business of the Company, provided, however, that the beneficial ownership of less than five percent (5%) of the shares of stock of any corporation having a class of equity securities actively traded on a national securities exchange or over-the-counter market shall not be deemed, in and of itself, to violate the prohibitions of this Section; (b) during the term of this Agreement and for a period of one (1) year from the date the Consulting Period is terminated: (i) induce any person or entity which is a customer of the Company or any of its subsidiaries or affiliates to patronize any business directly or indirectly in competition with the business conducted by the Company or any of its subsidiaries, affiliates, and/or distributors; (ii) canvass, solicit or accept from any person or entity which is a customer of the Company or any of its subsidiaries or affiliates any such competitive business; or (iii) request or advise any person or entity which has a business relationship with the Company or any of its subsidiaries or affiliates to withdraw, curtail or cancel any business with such entity; or (c) during the term of this Agreement and for a period of one (1) year from the date the Consulting Period is terminated, employ or knowingly permit any company or business directly or indirectly controlled by it to employ, any person who was employed by the Company and for 12 months after termination or any of the Executive’s employment for any reason (the “Restricted Period”)its subsidiaries, the Executive agrees not to, directly or indirectly, in the United States or elsewhere where the any member of the Company Group (as defined below) is engaged in business, on such person’s own behalf or on the behalf of another (including as a shareholder, member, partner, joint venturer or investor of another person): (i) engage in, own, control, advise, manage, serve as a director, officer or employee of, act as a consultant to or contractor or other agent for, receive any economic benefit from or exert any influence upon, any business or activity that competes, directly or indirectly, with the business of the Company Group (a “Competitive Business”); (ii) solicit, divert or attempt to solicit or divert any person who as of the date of the Executive’s termination of employment is or was, within the one-year period prior to such date, a customer, client, supplier or other business relationship of any member of the Company Group, affiliates at or within the one-year period prior to such date, was solicited to become a customer, client, supplier or other business relationship of any member of the Company Group six (each, a “Company Customer”), for the purpose of attempting to persuade any such Company Customer to cease to do business or to reduce the amount of business which any such Company Customer has customarily done or contemplates doing with any member of the Company Group; or (iii6) hire, employ, engage or solicit for employment or services any officer, employee or consultant of any member of the Company Group as of the date of termination of the Executive’s employment or at any time in the 12 months prior to the Executive’s termination of employment, in each case until the date that is 12 months after the date on which such officer, employee or consultant ceases to be employed by any member of the Company Groupmonths, or encourage or in any manner seek to induce any such individual person to leave his or her employment or service relationship with any member of the Company Group; provided that the term “solicit for employment or services” as used in this clause (iv) shall not be deemed to include generalized searches for employees through media advertisements of general circulation, employment search firms, open job fairs or otherwise. Notwithstanding the foregoing, if the Executive’s principal place of employment is in the State of California, this Section 6(c) shall not apply for any period following the Executive’s termination of employment for any reasonemployment.

Non-Competition and Non-Solicitation. While employed by the Company (a) Each of Rxxxxx Xxxxxxx, Axxx Xxxxxxxx, Bxxxx Xxxxxx, Rxxxxxx Xxxxxxx, and for 12 months after termination of the Executive’s employment for any reason Txxxxxx Xxxxxxx (the each a “Restricted PeriodExecutive”), the Executive covenants and agrees not to, for a period of four (4) years after the Closing Date and within the Restricted Area, engage in any activity which is competitive with the businesses of the Company, directly or indirectly, in the United States or elsewhere where the any member of the Company Group (as defined below) is engaged in business, on such person’s own behalf or on the behalf of another (including as a shareholder, member, partner, owner, joint venturer venture, investor, lender or investor in any other capacity whatsoever (other than as an employee or service provider of another person): (i) engage inthe Company, Parent or an Affiliate of Parent). Notwithstanding the foregoing, the Restricted Executives may own, control, advise, manage, serve as a director, officer or employee of, act as a consultant to or contractor or other agent for, receive any economic benefit from or exert any influence upon, any business or activity that competes, directly or indirectly, with solely as an investment, securities of any Person traded on any national securities exchange such Restricted Executive is not a controlling Person of, or a member of a group which controls, such Person and does not, directly or indirectly, own two percent (2%) or more of any class of securities of such Person. (b) Each Restricted Executive hereby covenants and agrees not to, for a period of four (4) years after the business Closing Date and within the Restricted Area, (i) directly or indirectly solicit or knowingly induce, or attempt to induce for employment by such Restricted Executive, any Person who is an employee of the Company Group (a “Competitive Business”); Company, or (ii) solicit, divert knowingly induce, or attempt to solicit or divert induce any person who as customer of the date of the Executive’s termination of employment is Company or wasits business, within the one-year period prior to such date, a or any customer, client, supplier Consultant, independent contractor, vendor, supplier, or other business relationship of any member partner of the Company Groupor its business, to terminate, diminish, or within materially alter in a manner harmful to Parent, any of Parent’s Affiliates or the one-year period Company, its relationship or their relationships with Parent, any of Parent’s Affiliates, or the Company (including, without limitation, by making any disparaging statements or communications regarding Parent, its Affiliates, or the Company); provided that the foregoing restrictions shall not apply to general solicitations that are not specifically directed to customers, clients, consultants, independent contractors, vendors, suppliers or partners of Parent, the Company or its Affiliates; provided further, that the Restricted Executives shall not be prevented from soliciting or inducing (x) any employee whose employment has been terminated by the Company, and who is not employed by Parent or any of its Affiliates, prior to such dateany solicitation, was solicited to become a customer, client, supplier inducement or other business relationship of any member of the Company Group (each, a “Company Customer”), for the purpose of attempting to persuade attempted inducement by any such Company Customer to cease to do business Restricted Executive or to reduce the amount of business which any such Company Customer has customarily done or contemplates doing with any member of the Company Group; or (iiiy) hire, employ, engage or solicit for employment or services any officer, employee or consultant of any member of the Company Group as of after one hundred and eighty (180) days from the date of termination of the Executive’s employment or at any time in the 12 months prior to the Executive’s termination of employment, any employee whose employment was voluntarily terminated by the employee. (c) The Restricted Executives hereby acknowledge and confirm that (i) the provisions of this Section 5.10 are reasonable and necessary to protect the interests of Parent and the Company, (ii) any violation of this Section 5.10 will result in each case until an immediate, irreparable injury to Parent and the date that is 12 months after the date on which such officerCompany, employee (iii) damages at law would not be reasonable or consultant ceases adequate compensation to be employed by any member of Parent and the Company Groupfor violation of this Section 5.10, or encourage or induce any such individual to leave his or her employment or service relationship with any member of the Company Group; provided that the term “solicit for employment or services” as used in this clause and (iv) in addition to any other available remedies, Parent and the Company shall not be entitled to seek to have the provisions of this Section 5.10 specifically enforced by preliminary and permanent injunctive relief without the necessity of proving actual damages or posting a bond or other security. In the event that the provisions of this Section 5.10 (Non-Competition and Non-Solicitation) shall ever be deemed to include generalized searches for employees through media advertisements of general circulationexceed the time, employment search firmsgeographic scope or other limitations permitted by applicable Law, open job fairs or otherwise. Notwithstanding then the foregoing, if provisions shall be deemed reformed to the Executive’s principal place of employment is in the State of California, this Section 6(c) shall not apply for any period following the Executive’s termination of employment for any reasonmaximum extent permitted by applicable Law.

Non-Competition and Non-Solicitation. While employed by (a) Parent and the Company and Seller agree that for 12 months a period of three (3) years after termination of the Executive’s employment for any reason Closing (the “Restricted Period”), neither Parent nor any Person that is at the Executive agrees not totime in question a direct or indirect subsidiary of Parent (the “Restricted Parties”) shall, directly or indirectly, compete with the Company (in a business conducted by the United States or elsewhere where the any member Company as of the Company Group (as defined below) is engaged in businessClosing Date), on such person’s or own behalf or on the behalf of another (including as a shareholder, member, partner, joint venturer or investor of another person): (i) engage an interest in, own, control, advise, manage, serve operate, join, control or participate in the ownership, management, operation or control of, or act as a director, officer officer, employee, partner or employee of, act as a consultant to or contractor or other agent for, receive any economic benefit from or exert any influence uponwith, any profit or non-profit business or activity organization, which competes with the Company (in a business conducted by the Company as of the Closing Date) anywhere in the world; provided, that competesownership of less than five percent (5%) of the outstanding stock of any publicly traded entity shall not be deemed to violate the foregoing restriction set forth in this Section 5.08(a). The time period during which the restrictions set forth in this Section 5.08(a) apply shall be extended by the length of time during which the Seller, or any controlled Affiliate of the Seller, violates these restrictions in any respect. (b) During the Restricted Period, none of the Restricted Parties shall, directly or indirectly, with the business (i) recruit, offer employment, employ or engage as a consultant any employee of the Company Group (a “Competitive Business”); or its Affiliates or (ii) solicit, divert knowingly persuade or attempt to solicit or divert induce any person who as of the date of the Executive’s termination of employment is or was, within the one-year period prior to such date, a customer, client, supplier or other business relationship of any member employee of the Company Group, or within the one-year period prior its Affiliates to such date, was solicited to become a customer, client, supplier or other business relationship of any member of the Company Group (each, a “Company Customer”), for the purpose of attempting to persuade any such Company Customer to cease to do business or to reduce the amount of business which any such Company Customer has customarily done or contemplates doing with any member of the Company Group; or (iii) hire, employ, engage or solicit for employment or services any officer, employee or consultant of any member of the Company Group as of the date of termination of the Executive’s employment or at any time in the 12 months prior to the Executive’s termination of employment, in each case until the date that is 12 months after the date on which such officer, employee or consultant ceases to be employed by any member of the Company Group, or encourage or induce any such individual to leave terminate his or her employment or service relationship with any member of the Company Groupor its Affiliates; provided that the term “solicit foregoing restriction set forth in this Section 5.08(b) does not apply to general advertisements or other solicitations for employment distributed publicly and not directed at, or services” in communication with, any particular employee or group of employees. (c) During the Restricted Period, none of the Restricted Parties shall directly or indirectly solicit, knowingly persuade or induce any proprietor, lender, joint venturer, lessor, customer, supplier or vendor which has a business relationship with the Company, to discontinue, reduce or modify in a manner adverse to the Company such business relationship with the Company. Subject to the foregoing sentence, Seller and its Affiliates may have a business relationship with such proprietors, lenders, joint venturers, lessors, customers, suppliers or vendors that is unrelated to the business conducted by the Company as used of the Closing Date or not competitive with the business conducted by the Company as of the Closing Date. (d) In the event that the covenants in this clause Section 5.08 shall be determined by any court of competent jurisdiction to be unenforceable by reason of its extending for too great of time or over too great a geographical areas or by reason of its being too extensive in any other respect, it shall be interpreted to extend only over the maximum period of time for which it may be enforceable and/or over the maximum geographical area as to which it may be enforceable and/or to the maximum extent in all other respects as to which it may be enforceable, all as determined by such court in such action. (ive) shall not be deemed to include generalized searches for employees through media advertisements Seller acknowledges that a breach of general circulation, employment search firms, open job fairs or otherwise. Notwithstanding the foregoing, if the Executive’s principal place of employment is covenants contained in the State of California, this Section 6(c) shall not apply 5.08 may cause irreparable damage to the Buyer and the Company, the exact amount which will be difficult to ascertain, and that remedies at law for any period following such breach may be inadequate. Accordingly, the Executive’s termination Seller agrees that if it or any of employment for its Affiliates breach any reasonof the covenants contained in this Section 5.08, in addition to any other remedy which may be available at law or in equity, Buyer shall be entitled to specific performance and injunctive relief, without posting bond or any other security.

Non-Competition and Non-Solicitation. While employed by (a) Subject to the Company terms of Sections 9.13(b) and for 12 months after termination of (c) below, Xxxxxx and Seller Parent each covenants and agrees that, commencing on the Executive’s employment for any reason Closing Date and ending on the third (3rd) anniversary thereof (the “Restricted Period”), the Executive agrees Seller and Seller Parent shall not, and shall not permit any of their respective Affiliates to, directly or indirectly, in the United States or elsewhere where the any member of the Company Group (as defined below) is engaged in business, on such person’s own behalf or on the behalf of another (including as a shareholder, member, partner, joint venturer or investor of another person):: (i) engage or participate in, own, controlacquire, adviseoperate, managebe employed by, serve as a director, officer or employee of, act as a consultant to or contractor or other agent consult for, receive lend money to, invest in or otherwise have a financial interest in any economic benefit from Competitive Business within the Commonwealth of Massachusetts or exert any influence upon, any business or activity that competes, directly or indirectly, with (y) the business geographic territory included within a twenty-five mile radius of the Company Group Company’s present office location in Knoxville, Tennessee (a such activities within the specified territory, the “Competitive BusinessProhibited Activities”), provided, however, that the foregoing shall not preclude the Seller or any of its Affiliates from owning less than one percent (1%) of the issued and outstanding equity securities of any company engaged in Prohibited Activities; (ii) solicit, divert entice, encourage, intentionally influence, hire, employ, or attempt to solicit solicit, entice, encourage, intentionally influence, hire or divert employ any natural person who is at that time employed by Xxxxx, the Company or any of their respective Affiliates to leave Buyer’s, the Company’s or any of their respective Affiliates’ employment or to otherwise reduce, disrupt or alter their employment relationship with Buyer, the Company or any of their respective Affiliates; provided the foregoing shall not prohibit Seller, Seller Parent or any of their respective Affiliates from (x) conducting general solicitations of employment not targeted at the employees of Buyer, the Company or any of their respective Affiliates, or (y) hiring or offering to hire any such person (a) who has been involuntarily terminated by Buyer, the Company or any of their respective Affiliates, or (b) whose employment with Buyer, the Company or any of their respective Affiliates ceased at least six (6) months prior to such solicitation or hiring; (iii) (A) solicit, entice, encourage or influence, or attempt to solicit, entice, encourage or influence, any current or prospective patient, referral source, partner, affiliate, governmental health care program, health plan, health insurer, health care provider, payor, service provider, contractor, customer, supplier, vendor, licensee, licensor, or other business relation of Buyer or any of the Company or any of their respective Affiliates (individually a “Business Relation” and collectively “Business Relations”), whether such person is a Business Relation as of the Closing Date or at any other time during the Restricted Period, to conduct or engage in a Prohibited Activity or (B) solicit, entice, encourage or influence, or attempt to solicit, entice, encourage or influence, any Business Relation with the intention of causing such Business Relation to (x) cease or materially reduce doing business with Buyer, the Company or any of their respective Affiliates or (y) materially alter the terms and conditions of their business with Buyer, the Company or any of their respective Affiliates; provided, however, for the avoidance of doubt, the foregoing shall not prohibit or limit the ability of Seller, Seller Parent or any of their respective Affiliates to solicit, entice, encourage or influence, or attempt to solicit, entice, encourage or influence any Business Relation in connection with their respective home health, hospice, and/or palliative care operations, their high acuity programs provided through Amedisys’ Contessa division, their “Hospital-in-the-home and SNF@Home” programs, or any other operations that do not constitute Prohibited Activities. (b) Notwithstanding anything herein to the contrary, the Seller and its Affiliates may acquire, merge or consolidate with or into any other Person engaged in Prohibited Activities (the “Acquired Business”) if the Prohibited Activities represent an insubstantial portion of the Acquired Business (any such acquisition, merger or consolidation, a “Permitted Acquisition”); provided, however, during the Restricted Period, the Seller shall not permit the expansion of such Prohibited Activities except for organic growth and expansion occurring in the ordinary course of business that does not exceed twenty percent (20%) of the total revenues of such Acquired Business unless otherwise consented to in writing by Xxxxx. For purposes of this subsection, the Prohibited Activities shall constitute an “insubstantial portion” of the Acquired Business if the revenues of the Acquired Business from the Prohibited Activities in the twelve-month period preceding the Permitted Acquisition constitute less than twenty percent (20%) of the total revenues of the Acquired Business during such period. (c) For the avoidance of doubt, nothing herein shall prohibit or limit the Seller and its Affiliates from providing health care services rendered by home health aide, certified nursing assistant or other paraprofessional care givers through home health, hospice, skilled nursing facility at home, hospital at home, palliative care or other bundled reimbursement programs (which services are hereby expressly excluded from Prohibited Activities). (d) Each party covenants and agrees that, during the Restricted Period, no party shall make publicly any negative or disparaging statements or communications regarding any other party or any Affiliate of any other party that is intended to adversely affect such other party; provided, however, nothing in this Section 9.13(d) is intended to or shall be interpreted to: (x) restrict or otherwise interfere with a party’s obligation to testify truthfully in any forum; (y) restrict or otherwise interfere with a party’s obligation to provide information to any Governmental Authority; or (z) restrict or otherwise interfere with a party’s enforcement of any right or remedy under this Agreement or the Transaction Documents. (e) Each party acknowledges that a breach or threatened breach of this Section 9.13 may give rise to irreparable harm to the other parties, for which monetary damages would not be an adequate remedy, and hereby agrees that in the event of a breach or a threatened breach by a party of any such obligations, each other party shall, in addition to any and all other rights and remedies that may be available to he or it in respect of such breach, be entitled to seek equitable relief, including a temporary restraining order, an injunction, specific performance and any other relief that may be available from a court of competent jurisdiction (without any requirement to post bond). (f) The time period during which the prohibitions set forth in this Section 9.13 shall apply shall be tolled and suspended for a period equal to the aggregate time during which the related party violates such prohibitions in any respect (not to exceed the number of days between the date of initial violation and the end of the Restricted Period). (g) The parties agree that this Section 9.13 imposes a reasonable restraint on the parties in light of the activities and business of Seller on the date hereof and the current business plans of Buyer. (h) The covenants in this Section 9.13 are severable and separate, and the unenforceability of any specific covenant in this Section 9.13 is not intended by any party hereto to, and will not, affect the provisions of any other covenant in this Section 9.13 or elsewhere in this Agreement. If any court of competent jurisdiction determines that the scope, time or territorial restrictions of this Section 9.13 are unreasonable as applied to any party, the parties hereto, respectively acknowledge their mutual intention and agreement that those restrictions be enforced to the fullest extent the court deems reasonable, and thereby will be reformed to that extent as applied to such party. (i) All the covenants in this Section 9.13 are intended by each party hereto to, and will, be construed as an agreement independent of any other provision in this Agreement, and the existence of any claim or cause of action of a party against another party, whether predicated on this Agreement or otherwise, will not constitute a defense to the enforcement by such other party of any covenant in this Section 9.13. The covenants in this Section 9.13 will not be affected by any other party’s breach of any other provision of this Agreement. (j) The parties acknowledge that this Section 9.13 is a material and substantial part of the transactions contemplated hereby. (k) For purposes of this Section 9.13, “Competitive Business” shall mean the business of the Company as currently conducted as of the date hereof, including the business of the Executive’s termination of employment is providing any personal care or was, within the one-year period prior to such date, a customer, client, supplier or other business relationship of any member of the Company Group, or within the one-year period prior to such date, was solicited to become a customer, client, supplier or other business relationship of any member of the Company Group (each, a “Company Customer”), for the purpose of attempting to persuade any such Company Customer to cease to do business or to reduce the amount of business which any such Company Customer has customarily done or contemplates doing with any member of the Company Group; or (iii) hire, employ, engage or solicit for employment or services any officer, employee or consultant of any member of the Company Group as of the date of termination of the Executive’s employment or at any time in the 12 months prior to the Executive’s termination of employment, in each case until the date that is 12 months after the date on which such officer, employee or consultant ceases to be employed by any member of the Company Group, or encourage or induce any such individual to leave his or her employment or service relationship with any member of the Company Group; provided that the term “solicit for employment or private pay services” as used in this clause (iv) shall not be deemed to include generalized searches for employees through media advertisements of general circulation, employment search firms, open job fairs or otherwise. Notwithstanding the foregoing, if the Executive’s principal place of employment is in the State of California, this Section 6(c) shall not apply for any period following the Executive’s termination of employment for any reason.

Non-Competition and Non-Solicitation. While employed by You agree that you shall not, at any time during your employment with the Company and for 12 months after termination or any of its Affiliates or during the Executive’s employment for any reason two-year period following the Separation Date, directly or indirectly engage in a Detrimental Activity. For purposes of this Agreement, “Detrimental Activity” shall mean (the “Restricted Period”), the Executive agrees not toi) your engaging in an activity, directly or indirectly, whether as an employee, consultant, partner, principal, agent, distributor, representative, stockholder (except as a less than one percent stockholder of a publicly traded company or a less than five percent stockholder of a privately held company) or otherwise, that is competitive with the financial guaranty insurance business (including, without limitation, providing credit protection or reinsurance) or asset management business (including, without limitation, any activities involving investing, trading, or providing advisory, operational, or risk management services with respect to financial products or instruments similar to those in which the United States Company or elsewhere where the any member of its Affiliates invests or trades) of the Company Group or any of its Affiliates as then conducted; or (as defined belowii) is engaged your engaging in business, on such person’s own behalf or on the behalf of another (including as a shareholder, member, partner, joint venturer or investor of another person): (i) engage in, own, control, advise, manage, serve as a director, officer or employee of, act as a consultant to or contractor or other agent for, receive any economic benefit from or exert any influence upon, any business or activity that competesactivity, directly or indirectly, with the business whether on behalf of yourself or any other person or entity (x) to solicit any client and/or customer of the Company Group or any Affiliate or (a “Competitive Business”); (iiy) solicit, divert to hire any employee or attempt to solicit or divert any person who as of the date of the Executive’s termination of employment is or was, within the one-year period prior to such date, a customer, client, supplier or other business relationship of any member former employee of the Company Group, or within the one-year period prior to such date, was solicited to become a customer, client, supplier any present or other business relationship of any member former Affiliate of the Company Group (each, a “Company Customer”), for the purpose of attempting to persuade or encourage any such Company Customer to cease to do business or to reduce the amount of business which any such Company Customer has customarily done or contemplates doing with any member employee of the Company Group; or (iii) hire, employ, engage or solicit for employment or services any officer, employee or consultant of any member Affiliate to leave the employ of the Company Group as of the date of termination of the Executive’s employment or at any time in the 12 months prior to the Executive’s termination of employment, in each case until the date that is 12 months after the date on which such officer, employee or consultant ceases to be employed by any member of the Company Group, or encourage or induce any such individual to leave his or her employment or service relationship with any member of the Company Group; Affiliate (provided that the term “solicit for employment or services” as used in this sub-clause (iv) shall not be deemed to include generalized searches for employees through media advertisements of general circulation, employment search firms, open job fairs or otherwise. Notwithstanding the foregoing, if the Executive’s principal place of employment is in the State of California, this Section 6(cy) shall not apply to the hiring of former employees of the Company or any present or former Affiliate who have not been employed by such employer for more than two years); or (iii) you, without the prior written consent of the Company or any period following Affiliate, using, or disclosing to any person (other than an employee of the Executive’s termination Company or an Affiliate or other person to whom disclosure is necessary to the performance of employment for your duties in the employ of the Company or an Affiliate), any reasonconfidential or proprietary information about the Company or any Affiliate or their business, unless and until such information has become known to the public generally (other than as a result of the unauthorized disclosure by you) (provided that nothing in this clause prohibits you from reporting possible violations of applicable law or regulation to any governmental agency or entity or making other disclosures that are protected under the whistleblower provisions of any applicable law or regulation).

Non-Competition and Non-Solicitation. While Employee agrees that, so long as he is employed by the Company pursuant to this Agreement, and for 12 a period of twenty-four (24) months after following expiration of the term or termination of this Agreement, other than termination by Employee upon the Executive’s employment for any reason (occurrence of an event of default by the “Restricted Period”)Company, the Executive agrees not tohe will not, directly or indirectly, as a sole proprietor, member of a partnership, stockholder, investor, officer or director of a corporation, or as an employee, agent, associate, consultant or material creditor of any person, partnership, corporation, joint venture, trust, business trust, association, firm, business organization or other entity of any kind or nature (hereinafter collectively referred to as Entity ) other than the Company or in any other capacity do any of the following: (a) Employee will not, in any manner or way whatsoever, own, manage, operate, finance, join, control, participate in the United States ownership, management, operation or elsewhere where be connected with, in any manner or way whatsoever, perform services for or otherwise carry on a business anywhere in the world which performs any member of the services provided at any time by, or which utilizes or sells any of the products, software or tools developed, sold or owned at any time by, the Company or engages in business similar to the business of the Company Group (as defined below) is engaged in business, on such person’s own behalf or on at any time during the behalf term of another (including as a shareholder, member, partner, joint venturer or investor of another person):this Agreement; (ib) engage in, own, control, advise, manage, serve as a director, officer or employee of, act as a consultant to or contractor or other agent for, receive any economic benefit from or exert any influence upon, any business or activity that competesEmployee will not, directly or indirectly, induce or attempt to persuade any employee of Company to terminate such employment relationship in order to enter into any relationship with such person or to enter into any such relationship on behalf of any Entity whether or not such Entity is in competition with Company or any of its affiliates; (c) Employee will not, directly or indirectly, solicit any business related to the business conducted by Company from any clients, agencies of clients, customers, or agencies of clients or customers of Company; and (d) Employee will not, directly or indirectly, perform services of any kind or nature for any Entity which engages in or conducts any business that competes with the business of the Company Group Company. For the purposes of this Agreement, the words directly or indirectly as used in Section 7.1 herein shall include, but not be limited to, (a “Competitive Business”); i) acting as an agent, officer, director, representative, consultant, independent contractor, or employee of any Entity or enterprise, and (ii) solicit, divert or attempt to solicit or divert any person who as of the date of the Executive’s termination of employment is or was, within the one-year period prior to such date, a customer, client, supplier or other business relationship of any member of the Company Group, or within the one-year period prior to such date, was solicited to become a customer, client, supplier or other business relationship of any member of the Company Group (each, a “Company Customer”), for the purpose of attempting to persuade participating in any such Company Customer to cease to do business competing Entity or to reduce the amount of business which any such Company Customer has customarily done enterprise as an owner, partner, limited partner, member, joint venturer, material creditor or contemplates doing with any member of the Company Group; or stockholder (iiiexcept as a stockholder holding less than five percent (5%) hire, employ, engage interest in a corporation whose shares are traded on a national securities exchange or solicit for employment or services any officer, employee or consultant of any member of the Company Group as of the date of termination of the Executive’s employment or at any time in the 12 months prior to the Executive’s termination of employmentover-the-counter market unless Employee controls such corporation, in each case until the date that is 12 months after the date on which such officer, employee either alone or consultant ceases to be employed by any member of the Company Group, or encourage or induce any such individual to leave his or her employment or service relationship with any member of the Company Group; provided that the term “solicit for employment or services” as used in this clause (iv) shall not be deemed to include generalized searches for employees through media advertisements of general circulation, employment search firms, open job fairs or otherwise. Notwithstanding the foregoing, if the Executive’s principal place of employment is in the State of California, this Section 6(c) shall not apply for any period following the Executive’s termination of employment for any reasonothers).

Non-Competition and Non-Solicitation. While employed by 3.1. During the Company and for 12 months after Participant’s Service and, solely to the extent such act or activity involves the use of Confidential Information, during the twenty-four (24)-month period immediately following the termination of the ExecutiveParticipant’s employment for any reason Service (in the aggregate, the “Non-Compete Restricted Period”), the Executive agrees not toParticipant shall not, directly or indirectly, whether as owner, partner, investor, consultant, agent, employee, co-venturer or otherwise, compete with the Company or any of its Affiliates in any geographic area in which the Company or any of its Affiliates does business or is actively planning to do business during the Participant’s Service or, with respect to the portion of the Non-Compete Restricted Period that follows the termination of the Participant’s Service, at the time the Participant’s Service terminates (the “Restricted Area”), or undertake any planning for any business competitive with the Company or any of its Affiliates in the United States Restricted Area. 3.2. During the Participant’s Service and, solely to the extent such act or elsewhere where activity involves the use of Confidential Information, during the twenty-four (24)-month period immediately following the termination of the Participant’s Service (in the aggregate, the “Business Partner Non-Solicit Restricted Period”), the Participant will not directly or indirectly (i) solicit or encourage any member customer (other than a retail consumer who is a natural person), vendor, supplier, manufacturer or other business partner (collectively “Business Partners” and each, a “Business Partner”) of the Company Group or any of its Affiliates to terminate or diminish its relationship with them; or (as defined belowii) is engaged in businessseek to persuade any such Business Partner, on such person’s own behalf or on any prospective Business Partner of the behalf Company or any of another (including as a shareholderits Affiliates, member, partner, joint venturer or investor of another person): (i) engage in, own, control, advise, manage, serve as a director, officer or employee of, act as a consultant to or contractor or other agent for, receive any economic benefit from or exert any influence upon, conduct with anyone else any business or activity which such Business Partner or such prospective Business Partner conducts or could conduct with the Company or any of its Affiliates; provided, however, that competesthese restrictions shall apply (y) only with respect to those Persons who are or have been a Business Partner of the Company or any of its Affiliates at any time within the two (2)-year period immediately preceding the activity restricted by this Section 3.2 or whose business has been solicited on behalf of the Company or any of the Affiliates by any of their officers, employees or agents within such two (2)-year period, other than by form letter, blanket mailing or published advertisement, and (z) only if the Participant has performed work for such Person during the Participant’s Service with the Company or any of its Affiliates or been introduced to, or otherwise had contact with, such Person as a result of the Participant’s Service or other associations with the Company or any of its Affiliates or has had access to Confidential Information which would assist in the Participant’s solicitation of such Person. 3.3. During the Participant’s Service and during the twenty-four (24) month period immediately following the termination of the Participant’s Service (in the aggregate, the “Non-Solicit Restricted Period”), the Participant will not, directly or indirectly, with the business of the Company Group (a “Competitive Business”); (iii) solicit, divert or attempt to solicit or divert any person who as of the date of the Executive’s termination of employment is or was, within the one-year period prior to such date, a customer, client, supplier or other business relationship of any member of the Company Group, or within the one-year period prior to such date, was solicited to become a customer, client, supplier or other business relationship of any member of the Company Group (each, a “Company Customer”), for the purpose of attempting to persuade any such Company Customer to cease to do business or to reduce the amount of business which any such Company Customer has customarily done or contemplates doing with any member of the Company Group; or (iii) hire, employ, engage or solicit for employment or services engagement any officerPerson who was employed by the Company or any of its Affiliates at any time during the Participant’s Service or, employee or consultant of any member with respect to the portion of the Company Group as Non-Solicit Restricted Period that follows termination of the Participant’s Service, within the twelve (12)-month period immediately preceding the date of termination of the Executive’s employment termination, or at (ii) solicit or encourage any time in the 12 months prior independent contractor providing services to the Executive’s termination Company or any of employment, in each case until the date that is 12 months after the date on which such officer, employee its Affiliates to terminate or consultant ceases to be employed by any member of the Company Group, or encourage or induce any such individual to leave his or her employment or service diminish its relationship with any member of the Company Groupthem; provided provided, however, that the term “solicit for employment or services” as used in this clause (iv) shall not be deemed to include generalized searches for employees through media advertisements of general circulation, employment search firms, open job fairs or otherwise. Notwithstanding the foregoing, if the Executive’s principal place of employment is in the State of California, this Section 6(c) foregoing shall not apply with respect to the Participant (a) soliciting any such Person who has not been employed or engaged by the Company or any of its Affiliates for at least twelve (12) months or (b) causing to be placed any period following general advertisements in newspapers and/or other media of general circulation (including advertisements posted on the Executive’s termination of employment for Internet or social media) that are not targeted specifically at any reasonsuch Persons.

Non-Competition and Non-Solicitation. While employed by In consideration of the promises contained herein and the Grantee’s access and exposure to Confidential and Proprietary Information provided to him/her, and other good and valuable consideration, the receipt and sufficiency of which are acknowledged, the Grantee agrees that during his/her employment with the Company and/or its subsidiaries and for 12 months after the Restraint Period following the termination of his/her employment with the Executive’s employment Company and/or its subsidiaries for any reason reason, he/she shall not, on behalf of the Grantee him/herself or on behalf of or in conjunction with any other person, entity or organization other than the Company, whether as an agent or otherwise: (the “Restricted Period”)a) Contact, the Executive agrees not call on, provide advice to, solicit, take away business, divert business, and/or influence or attempt to influence, either directly or indirectly, any customers, clients, and/or patrons or prospective customers, clients and/or patrons of the Company and/or its subsidiaries with whom the Grantee directly performed any services or had any direct business contact; ActiveUS 180190900v.5 Form of WEX Inc. 2020 Special Business Continuity and Outperformance Grant, Performance-Based Restricted Stock Unit Award Agreement. (b) Contact, call on, provide advice to, solicit, take away business, divert business, and/or influence or attempt to influence, either directly or indirectly, any customers, clients, and/or patrons or prospective customers, clients and/or patrons of the Company and/or its subsidiaries whose entity- or other customer-specific information the Grantee discovered or gained access to as a result of the Grantee’s access to Company Confidential and Proprietary Information; (c) Utilize the Company’s Confidential and Proprietary Information to solicit, take away business, divert business, and/or influence or attempt to influence, either directly or indirectly, any customers, clients, and/or patrons or prospective customers, clients and/or patrons of the Company and/or its subsidiaries; (d) Solicit or induce, either directly or indirectly, any employee of the Company and/or its subsidiaries to leave the employ of the Company and/or its subsidiaries or become employed with or otherwise engaged by any person, entity or organization other than the Company and/or its subsidiaries; or take any action to assist any subsequent employer or any other person, entity or organization, either directly or indirectly, in soliciting or inducing any Company employee to leave the United States or elsewhere where the any member employ of the Company Group (as defined below) is and/or its subsidiaries become employed with or otherwise engaged by any person, entity or organization other than the Company and/or its subsidiaries; or hire or employ, or assist in business, on such person’s own behalf the hiring or on the behalf of another (including as a shareholder, member, partner, joint venturer or investor of another person): (i) engage in, own, control, advise, manage, serve as a director, officer or employee employment of, act as a consultant to or contractor or other agent for, receive any economic benefit from or exert any influence upon, any business or activity that competes, either directly or indirectly, any individual employed by the Company and/or its subsidiaries; and/or (e) In the Restraint Area, become employed by, render services to or directly or indirectly (whether for compensation or otherwise, and whether as an employee, employer, consultant, agent, principal, partner, stockholder, lender, investor, corporate officer, board member, director, or in any other individual or representative capacity) own or hold a proprietary interest in, manage, operate, or control, or join or participate in the ownership, management, operation or control of, or furnish any capital to or be connected in any manner with, any Competing Enterprise. For purposes of this subsection (e), a “Competing Enterprise” means any entity, organization or person engaged, or planning to become engaged, in substantially the same or similar business to that being conducted or actively and specifically planned to be conducted during the Grantee’s employment with the business of Company, or its subsidiaries, or within six months after the Company Group (a “Competitive Business”); (ii) solicit, divert or attempt to solicit or divert any person who as of the date of the ExecutiveGrantee’s termination of employment is with the Company or wasits subsidiaries, within owned or controlled. It includes, without limitation: (i) the one-year period prior business of developing, managing, operating, marketing, processing, financing, or otherwise being involved in providing any products or services relating to such datetransaction or payment processing, a customerincluding those for the benefit of fleets; travel; healthcare; education; payroll; or, clientbenefits through charge cards, supplier credit cards, procurement cards or any other form of payment services or electronic commerce; (ii) the sale, distribution or publication of petroleum product pricing or management information or other business relationship products or services currently sold or to the best of any member of his/her knowledge contemplated to be sold by the Company Groupor any of its owned or controlled subsidiaries, or within the one-year period prior to such date, was solicited to become a customer, client, supplier or other business relationship of any member of the Company Group (each, a “Company Customer”), for the purpose of attempting to persuade any such Company Customer to cease to do business or to reduce the amount of business which any such Company Customer has customarily done or contemplates doing with any member of the Company Group; or and (iii) hirethe business of developing, employmanaging, engage operating, marketing, processing, financing, or solicit for otherwise being involved in providing commercial travel, entertainment and purchasing credit cards. Furthermore, the restrictions in this Paragraph shall not be construed to prevent the Grantee from, following the termination of his/her employment or services any officer, employee or consultant of any member of with the Company Group and/or its subsidiaries, working for a business entity that does not compete with the Company or its subsidiaries simply because the entity is affiliated with a Competing Enterprise, so long as of the date of termination of entity is operationally separate and distinct from the ExecutiveCompeting Enterprise and the Grantee’s employment or job responsibilities at any time in the 12 months prior that entity are unrelated to the Executive’s termination Competing Enterprise. The restrictions in this Paragraph will not apply to employment by or the rendering of employmentservices to businesses that sell fuel or convenience items if those ActiveUS 180190900v.5 Form of WEX Inc. 2020 Special Business Continuity and Outperformance Grant, in each case until the date that is 12 months after the date on which such officer, employee or consultant ceases to be employed by any member of Performance-Based Restricted Stock Unit Award Agreement. businesses are not directly competing with the Company Groupor its subsidiaries, owned or encourage or induce any such individual to leave his or her employment or service relationship with any member of the Company Group; provided that the term “solicit for employment or services” as used controlled. The restrictions in this clause (iv) Paragraph shall also not be deemed to include generalized searches for employees through media advertisements prohibit the Grantee from owning not more than one percent (1%) of general circulation, employment search firms, open job fairs or otherwise. Notwithstanding the foregoing, if the Executive’s principal place total shares of employment is in the State all classes of California, this Section 6(c) shall not apply for stock of any period following the Executive’s termination of employment for any reasonpublicly held company.

Non-Competition and Non-Solicitation. While (a) During the Original Term and for a period of six months thereafter, the Executive Management Parties and their Affiliates shall not, directly or indirectly whether as an employee, consultant, partner, principal, agent, distributor, representative, stockholder or otherwise (except that collectively they may be a stockholder of not more than a 5% equity interest in a public company) (except when acting on behalf of the Company), engage in any activities in any country worldwide in which the Company or any Subsidiary then conducts business that are in competition with the Existing Business of the Company or any Subsidiary. (b) During the Original Term and for a period of six months thereafter, the Executive Management Parties shall not directly or indirectly (i) solicit any customer of the Company or any Subsidiary as a customer of a business competitive to an Existing Business or (ii) solicit any Person who is employed by the Company and for 12 months after termination or any Subsidiary of the Executive’s Company, other than (A) persons previously known to the Executive Management Parties and/or (B) a secretary/administrative assistant who is employed by the Company or an Executive Management Party, or any of their respective Subsidiaries, to accept employment for with any reason Executive Management Party or any entity controlled, owned or operated by any Executive Management Party. (c) The Executive Management Parties each acknowledge that the “Restricted Period”Company has no adequate remedy at law and would be irreparably harmed if any Executive Management Party breaches or threatens to breach any of the provisions of Section 20, Sections 21(a) or (b), or Section 22, and therefore the Executive agrees not toManagement Parties each agree that the Company or any Subsidiary, directly as the case may be, shall be entitled to temporary or indirectlypermanent mandatory or injunctive relief, to terminate or forestall any breach or threatened breach of any of those provisions and to specific performance of the terms of each of such provisions without the need to demonstrate irreparable injury or post bond or other security. The Executive Management Parties each further agree that they shall not, in any proceeding seeking injunctive or other equitable relief to enforce the United States provisions of Section 20, Sections 21(a) or elsewhere where (b) or Section 22, raise the any member of defense that the Company Group (as defined below) is engaged in business, on such person’s own behalf or on the behalf of another (including as a shareholder, member, partner, joint venturer or investor of another person): (i) engage in, own, control, advise, manage, serve as a director, officer or employee of, act as a consultant to or contractor or other agent for, receive any economic benefit from or exert any influence upon, any business or activity that competes, directly or indirectly, with the business of the Company Group (a “Competitive Business”); (ii) solicit, divert or attempt to solicit or divert any person who as of the date of the Executive’s termination of employment is or was, within the one-year period prior to such date, a customer, client, supplier or other business relationship of any member of the Company Group, or within the one-year period prior to such date, was solicited to become a customer, client, supplier or other business relationship of any member of the Company Group (each, a “Company Customer”), for the purpose of attempting to persuade any such Company Customer to cease to do business or to reduce the amount of business which any such Company Customer Subsidiary has customarily done or contemplates doing with any member of the Company Group; or (iii) hire, employ, engage or solicit for employment or services any officer, employee or consultant of any member of the Company Group as of the date of termination of the Executive’s employment or an adequate remedy at any time in the 12 months prior to the Executive’s termination of employment, in each case until the date that is 12 months after the date on which such officer, employee or consultant ceases to be employed by any member of the Company Group, or encourage or induce any such individual to leave his or her employment or service relationship with any member of the Company Group; provided that the term “solicit for employment or services” as used in this clause (iv) shall not be deemed to include generalized searches for employees through media advertisements of general circulation, employment search firms, open job fairs or otherwise. Notwithstanding the foregoing, if the Executive’s principal place of employment is in the State of California, this Section 6(c) shall not apply for any period following the Executive’s termination of employment for any reasonlaw.

Non-Competition and Non-Solicitation. While employed by (a) The Executive agrees and acknowledges that, in connection with her employment with the Company, she has been and will continue to be provided with access to and become familiar with confidential and proprietary information and trade secrets belonging to the Company and for 12 months after termination its Affiliates. The Executive further acknowledges and agrees that, given the nature of the Executive’s employment for any reason (the “Restricted Period”)this information and trade secrets, the Executive agrees not toit is likely that such information and trade secrets would inevitably be used or revealed, either directly or indirectly, in any subsequent employment with a Competitive Business in any position comparable to the United States or elsewhere where position she will hold with the any member Company under this Agreement. Accordingly, in consideration of her employment with the Company pursuant to this Agreement, and other good and valuable consideration, the receipt of which is hereby acknowledged, the Executive agrees that, while she is in the employ of the Company Group and for two (as defined below2) is engaged in businessyears after the date that the Executive ceases to be an Executive of the Company, on such person’s Executive will not, without the prior written consent of Company, for her own behalf account or jointly with another, for or on the behalf of another (including any person, as a principal, agent, shareholder, memberparticipant, partner, joint venturer promoter, director, officer, manager, Executive, consultant, sales representative or investor of another person):otherwise: (i) engage in, own, control, advise, manage, serve provide services the same as a director, officer or employee of, act as a consultant substantially similar to or contractor or other agent for, receive any economic benefit from or exert any influence upon, those Executive provided while employed by Company to any business engaged, or activity which she reasonably knows is undertaking to become engaged, in a business that competes, directly or indirectly, is in competition with the business Business of the Company Group or its Affiliates (a “Competitive Business”) in any jurisdiction in the world where the Company does business; provided that Executive may purchase or otherwise acquire up to (but not in excess of) 2% of any class of securities of any Person, including a Competitive Business (but without otherwise participating in the activities of such Person), if such securities are listed on any national or regional securities exchange; (ii) directly or indirectly solicit, divert or attempt assist in the solicitation of, any Person or entity to solicit whom the Company or divert any person who as of Affiliate sold or licensed or provided any products or services on, or during the two (2) year period prior to, the date of the Executive’s termination of employment is or was, within the one-year period prior to such date, a customer, client, supplier or other business relationship of any member of the Company Group, or within the one-year period prior to such date, was solicited to become a customer, client, supplier or other business relationship of any member of the Company Group (each, a “Company Customer”)employment, for the purpose of attempting to persuade obtaining the patronage of such Person for the purchase of any such Company Customer to cease to do business competitive products or to reduce the amount of business which any such Company Customer has customarily done or contemplates doing with any member of the Company Group; orservices; (iii) hiredirectly or indirectly solicit, employinterfere with, engage disturb, or solicit for employment attempt to solicit, interfere with or services disturb, directly or indirectly, the relationship (contractual or otherwise) with any officerPerson who is, employee or consultant of any member of the Company Group as of the date of termination of the Executive’s employment employment, or at any time in the 12 months was within two (2) years prior to the Executive’s date of termination of employment, in each case until the date that is 12 months after the date on which such officer, employee or consultant ceases to be employed by any member a supplier of the Company Groupor any Affiliate, or encourage or induce including any such individual to leave his or her employment or service relationship with any member actively sought prospective supplier of the Company Groupor any Affiliate, for the purpose of inducing such supplier to cease doing business with the Company or any Affiliate; provided that the term “solicit for employment or services” as used in this clause or (iv) directly or indirectly recruit solicit, encourage or assist in the solicitation of, for the purpose of offering employment to or hiring, any Person employed by the Company or any Affiliate (as an Executive, independent contractor or otherwise) unless, prior to any such solicitation, such person is no longer employed or engaged by the Company or any Affiliate. (b) The parties agree that the relevant public policy aspects of covenants not to compete and not to solicit have been discussed, and that every effort has been made to limit the restrictions placed upon the Executive to those that are reasonable and necessary to protect the Company’s legitimate interests. The Executive acknowledges that, based upon her education, experience, and training, these non-compete and non-solicit provisions will not prevent her from earning a livelihood and supporting himself and her family during the relevant time period. The Executive further acknowledges that a narrower geographic limitation on the restrictive covenants than that set forth above would not adequately protect the Company’s legitimate business interests. (c) If any provision of this Section 3.1, or the application of such provision to any Person or circumstance is held invalid, illegal or unenforceable in any respect by a court or other tribunal of competent jurisdiction, such provision will, without any actions on the part of the parties to this Agreement, be modified to the least extent necessary to cause such provision to conform to the law as determined by such court or other tribunal, and such invalidity, illegality or unenforceability will not affect any other provision of this Agreement. (d) The restrictions contained in Section 3.1 are necessary for the protection of the business, goodwill and Confidential Information of the Company and its Affiliates and are considered by the Executive to be reasonable for such purposes. The Executive agrees that any material breach of Section 3.1 will cause the Company and its Affiliates substantial and irrevocable damage and therefore, in the event of any such breach, in addition to such other remedies which may be available, the Company shall have the right to seek specific performance and injunctive relief, cease any severance payments being made to the Executive, and/or recover severance payments already made. (e) The existence of a claim, charge, or cause of action by the Executive against the Company shall not be deemed constitute a defense to include generalized searches the enforcement by the Company of the foregoing restrictive covenants. (f) The provisions of this Section 3.1 shall survive termination of this Agreement and apply regardless of the reason for employees through media advertisements the termination of general circulation, employment search firms, open job fairs or otherwise. Notwithstanding the foregoing, if the Executive’s principal place of employment is in the State of California, this Section 6(c) shall not apply for any period following the Executive’s termination of employment for any reasonemployment.

Non-Competition and Non-Solicitation. While employed by (a) Executive acknowledges and recognizes the Company highly competitive nature of the businesses of Universal and its subsidiaries and accordingly agrees as follows: (1) During the Employment Term and for 12 a period of twenty-four (24) months after following Executive’s termination of the Executive’s employment for any reason (the “Restricted Period”), the Executive agrees not towill not, directly or indirectly, in the United States or elsewhere where the any member of the Company Group (as defined below) is engaged in business, on such person’s own behalf or on the behalf of another (including as a shareholder, member, partner, joint venturer or investor of another person): (i) engage in, own, control, advise, manage, serve as a director, officer or employee of, act as a consultant to or contractor or other agent for, receive any economic benefit from or exert any influence upon, in any business or activity that competes, directly or indirectly, is in Competition with the business of the Company Group or its subsidiaries (a “Competitive Business”including, without limitation, businesses which the Company or its subsidiaries have specific plans to conduct in the future and as to which Executive is aware of such planning); , (ii) solicitrender any services, divert as an employee or attempt otherwise, to solicit any business in Competition with the business of the Company or divert its subsidiaries, (iii) acquire a financial interest in any person who or entity engaged in any business that is in Competition with the business of the Company or its subsidiaries, as of an individual, partner, shareholder, officer, director, principal, agent, trustee or consultant, (iv) interfere with business relationships (whether formed before or after the date of this Agreement) between the Executive’s termination Company or any of employment is or wasits affiliates and their customers (including, within the one-year period prior to such datewithout limitation, a customer, client, supplier or other business relationship of any member of the Company Groupor its subsidiaries) and suppliers, or within (v) solicit, raid, entice or induce any person or entity that currently or at any time during the one-year period prior to such dateEmployment Term is a customer (including, was solicited to become a customerwithout limitation, client, supplier or other business relationship of any member of the Company Group or its subsidiaries) or supplier (eachor actively pursued as a potential customer or supplier), of Universal or its affiliates, to become a customer or supplier of any person or entity (other than Universal or its affiliates) for products or services the same as, or in Competition with, those products and services as from time to time shall be provided by the Company or its affiliates. For purposes of this Section 9, a business shall be deemed to be in “Company Customer”), for Competition” with the purpose of attempting to persuade any such Company Customer to cease to do business or to reduce the amount of business which any such Company Customer has customarily done or contemplates doing with any member of the Company Group; or or its subsidiaries if such business substantially involves (iiii) hire, employ, engage or solicit for employment or services any officer, employee or consultant the provision of any member services or products provided by the Company or its subsidiaries as a material part of the business of the Company Group or any of its subsidiaries or (ii) the purchase or sale of any property (other than securities purchased for investment) purchased or sold by the Company or any of its subsidiaries as a material part of the date of termination of the Executive’s employment or at any time in the 12 months prior to the Executive’s termination of employment, in each case until the date that is 12 months after the date on which such officer, employee or consultant ceases to be employed by any member business of the Company Groupor any of its subsidiaries. For the avoidance of doubt, or encourage or induce Executive shall not be prohibited from rendering any services to any company (even if such individual to leave his or her employment or service relationship company is engaged in a business which is in Competition with any member the business of the Company Group; provided or any of its subsidiaries) if such services relate to a business of the company that is not in Competition with the business of the Company or any of its subsidiaries. For purposes of this Agreement, (x) a “subsidiary” of the Company means any person or entity that, directly or indirectly, through one or more intermediaries, is controlled by the Company, including, without limitation, SelectCare of Texas, LLC, Golden Triangle Physician Alliance and Heritage Physician Networks and (y) the term “solicit for employment members” shall mean those employees or services” as used members and their dependents who have elected to receive health care services from participating providers that have contracted with the Company or any of its subsidiaries. (2) Notwithstanding anything to the contrary in this clause (iv) shall not be deemed to include generalized searches for employees through media advertisements Agreement, Executive may, directly or indirectly, own securities of general circulation, employment search firms, open job fairs or otherwise. Notwithstanding the foregoing, if the Executive’s principal place of employment is any person engaged in the State business of CaliforniaUniversal or its affiliates which are publicly traded on a national or regional stock exchange or on the over-the-counter market if Executive (i) is not a controlling person of, this Section 6(cor a member of a group which controls, such person and (ii) shall not apply for does not, directly or indirectly, own three percent (3%) or more of any period class of securities of such person. (3) During the Restricted Period, Executive will not, directly or indirectly, solicit or encourage any employee of Universal or its subsidiaries (including, without limitation, any providers of the Company or its affiliates) to leave the employment of Universal or its subsidiaries. During the Restricted Period, Executive will not, directly or indirectly hire any employee of Universal or its subsidiaries or former employee of Universal or its subsidiaries within six (6) months following the Executivesuch former employee’s termination of employment for from Universal or such subsidiary. (b) It is expressly understood and agreed that although Executive and the Company consider the restrictions contained in this Section 9 to be reasonable, if a final judicial determination is made by a court of competent jurisdiction that the time or territory or any reasonother restriction contained in this Agreement is an unenforceable restriction against Executive, the provisions of this Agreement shall not be rendered void but shall be deemed amended to apply as to such maximum time and territory and to such maximum extent as such court may judicially determine or indicate to be enforceable. Alternatively, if any court of competent jurisdiction finds that any restriction contained in this Agreement is unenforceable, and such restriction cannot be amended so as to make it enforceable, such finding shall not affect the enforceability of any of the other restrictions contained herein.

Non-Competition and Non-Solicitation. While employed by (a) For a period of five (5) years commencing on the Company and for 12 months after termination of the Executive’s employment for any reason Closing Date (the “Restricted PeriodPeriod For Toys”), Seller shall not, nor permit any of its affiliates to, directly or indirectly: (i) engage in or assist others in engaging in the Executive agrees business of designing, manufacturing, marketing, importing, selling or distributing toys, including developmental and bath toys (the "Toy Business"), in any capacity, including as a partner, shareholder, member, employee, principal, agent, trustee or consultant, in any geographic area served by the Business as of the Closing Date (the “Restricted Territory For Toys”); (ii) have a direct or indirect financial interest in any Person that engages in the Toy Business in the Restricted Territory For Toys; or (iii) intentionally induce or encourage, or intentionally cause, any actual or prospective client, customer, supplier or licensor of the Seller's Toy Business (including any existing or former client or customer of Seller and any Person that becomes a client or customer of such business following Purchaser's acquisition of the Purchased Assets as contemplated by this Agreement), or any other Person who has a business relationship with the Seller's Toy Business, to terminate or modify any such actual or prospective relationship. (b) For a period of two (2) years commencing on the Closing Date, Seller shall not, nor permit any of its affiliates to, directly or indirectly: (i) engage in or assist in engaging in the business of designing, manufacturing, marketing, importing, selling or distributing any product set forth on Schedule 4.5(b) (the “Products Business”), in any capacity, including as a partner, shareholder, member, employee, principal, agent, trustee or consultant, in the United States of America (the “Restricted Territory”); (ii) have a direct or indirect financial interest in any Person that engages in the Products Business in the Restricted Territory; or (iii) intentionally induce or encourage, or intentionally cause, any actual or prospective client, customer, supplier or licensor of the Seller’s Products Business (including any existing or former client or customer of Seller and any Person that becomes a client or customer of such business following Purchaser’s acquisition of the Purchased Assets as contemplated by this Agreement), or any other Person who has a business relationship with the Seller's Products Business, to terminate or modify any such actual or prospective relationship. (c) Notwithstanding the foregoing, (i) Seller or any of its affiliates may own, directly or indirectly, solely as an investment, less than five percent (5%) of any class of securities of any Person traded on any national securities exchange, provided Seller or any such affiliate is not a controlling Person of, or a member of a group which controls, any such Person and (ii) Seller and its affiliates may continue to design, manufacture, market, import, sell and distribute Seller’s and its affiliates’ “Angelcare” line of baby bath products and its or its affiliates’ baby monitor products, diaper pail products and any other products in its or its affiliates’ other lines of business, except that the designing, manufacturing, marketing, importing, selling or distributing of Seller’s affiliates’ playmat product is prohibited in the Restricted Territory. (d) During the Restricted Period For Toys, Seller shall not, nor permit any of its affiliates to, directly or indirectly, in the United States hire or elsewhere where the solicit any member employee of the Company Group (as defined below) Business who is engaged in business, on such person’s own behalf or on the behalf of another (including as a shareholder, member, partner, joint venturer or investor of another person): (i) engage in, own, control, advise, manage, serve as a director, officer or employee of, act as a consultant to or contractor or other agent for, receive any economic benefit from or exert any influence upon, any business or activity that competes, directly or indirectly, offered employment by Purchaser concurrently with the business of the Company Group (a “Competitive Business”); (ii) solicit, divert or attempt to solicit or divert any person who as of the date of the Executive’s termination of employment is or was, within the one-year period prior to such date, a customer, client, supplier or other business relationship of any member of the Company Group, or within the one-year period prior to such date, was solicited to become a customer, client, supplier or other business relationship of any member of the Company Group (each, a “Company Customer”), for the purpose of attempting to persuade any such Company Customer to cease to do business or to reduce the amount of business which any such Company Customer has customarily done or contemplates doing with any member of the Company Group; or (iii) hire, employ, engage or solicit for employment or services any officer, employee or consultant of any member of the Company Group as of the date of termination of the Executive’s employment or at any time in the 12 months prior to the Executive’s termination of employment, in each case until the date that is 12 months after the date on which such officer, employee or consultant ceases to be employed by any member of the Company GroupClosing, or encourage or induce any such individual employee to leave his or her such employment or service relationship with hire any member such employee who has left such employment, except pursuant to a general advertisement or solicitation which is not directed specifically to any such employees, including advertisements or solicitations through newspapers, trade publications, job boards, periodicals, radio or internet database, or efforts by any recruiting or employment agencies. (e) Seller acknowledges that a breach or threatened breach of this Section 4.5 would give rise to irreparable harm to Purchaser, for which monetary damages would not be an adequate remedy, and Seller hereby agrees that, in the Company Group; provided event of a breach or a threatened breach by Seller or any of its affiliates of any such obligations, Purchaser shall, in addition to any and all other rights and remedies that may be available to it in respect of such breach, be entitled to equitable relief, including a temporary restraining order, an injunction, specific performance and any other relief that may be available from a court of competent jurisdiction. (f) Seller acknowledges that the term “solicit for employment or services” as used restrictions contained in this clause (iv) Section 4.5 are reasonable and necessary to protect the legitimate interests of Purchaser and constitute a material inducement to Purchaser to enter into this Agreement and consummate the transactions contemplated by this Agreement. In the event that any covenant contained in this Section 4.5 should ever be adjudicated to exceed the time, geographic, product or service or other limitations permitted by applicable Law in any jurisdiction, then any court is expressly empowered to reform such covenant, and such covenant shall be deemed reformed, in such jurisdiction to the maximum time, geographic, product or service or other limitations permitted by applicable Law. The covenants contained in this Section 4.5 and each provision hereof are severable and distinct covenants and provisions. The invalidity or unenforceability of any such covenant or provision as written shall not be deemed to include generalized searches for employees through media advertisements of general circulationinvalidate or render unenforceable the remaining covenants or provisions hereof, employment search firms, open job fairs and any such invalidity or otherwise. Notwithstanding the foregoing, if the Executive’s principal place of employment is unenforceability in the State of California, this Section 6(c) any jurisdiction shall not apply for invalidate or render unenforceable such covenant or provision in any period following the Executive’s termination of employment for any reasonother jurisdiction.

Non-Competition and Non-Solicitation. While employed (a) Subject to Section 7(b) below, in consideration of his employment hereunder and in view of the confidential position to be held by the Company Employee hereunder, during the Employment Period and for 12 months after through the two-year period commencing on the effective date of the termination of the Executive’s Employee's employment for any reason (the “Restricted Period”)hereunder, the Executive agrees not toEmployee shall not, directly or indirectly, in the United States be employed by, or elsewhere where the any member of the Company Group (as defined below) is engaged in business, on such person’s own behalf or on the behalf of another (including act as a shareholderconsultant or lender to or in association with, member, partner, joint venturer or investor of another person): (i) engage in, own, control, advise, manage, serve as a director, officer officer, employee, partner, owner, joint venturer, member or employee ofotherwise of any person, act as a consultant to or contractor firm, corporation, partnership, limited liability company, association or other agent forentity that engages in the same business as, receive any economic benefit from or exert any influence uponcompetes with, any business actually conducted by the Company or activity any or its subsidiaries (other than beneficial ownership of up to 2% of the outstanding voting stock of a publicly traded company that competesis or owns such a competitor); (b) In the event that the employee is terminated by the Company for Cause or resigns without Good Reason, during the Employment Period and through the one-year period commencing on the effective date of the termination of Employee's employment hereunder, the Employee shall not, directly or indirectly, with be employed by, or act as a consultant or lender to or in association with, or as a director, officer, employee, partner, owner, joint venturer, member or otherwise of any person, firm, corporation, partnership, limited liability company, association or other entity that engages in the same business as, or competes with, any business actually conducted by the Company or any of its subsidiaries (other than beneficial ownership of up to 2% of the Company Group (outstanding voting stock of a “Competitive Business”publicly traded company that is or owns such a competitor); (iic) solicit, divert or attempt to solicit or divert any person who as In consideration of his employment hereunder and in view of the date of confidential position to be held by the Executive’s termination of employment is or wasEmployee hereunder, within during the Employment Period and through the one-year period prior commencing on the effective date of the termination of Employee's employment hereunder, the Employee will not (i) induce or attempt to induce any employee of the Company or any of its subsidiaries to leave the employ of the Company or such datesubsidiary, a or in any way interfere with the relationship between the Company or any of it subsidiaries and any employee thereof, (ii) hire directly or indirectly any person who is then an employee of the Company or any of its subsidiaries, or (iii) induce or attempt to induce any customer, clientsupplier, supplier licensee or other business relationship of any member relation of the Company Groupor any of its subsidiaries to cease doing business with the Company or such subsidiary, or within in any way interfere with the one-year period prior to relationship between any such date, was solicited to become a customer, clientsupplier, supplier licensee or other business relationship relation and the Company or such subsidiary; provided, however, that the Employee will cease to be bound by this Section 7(c) on the six-month anniversary of the effective date of the termination of Employee's employment hereunder if his employment is terminated without Cause; (d) The Employee expressly agrees that the character, duration and geographic scope of the provisions of this Section 7 are reasonable in light of the circumstances as they exist on the date hereof. If any competent court shall determine that the character, duration or geographic scope of such provisions is unreasonable, then it is the intention and the agreement of the Employee and the Company that this Agreement shall be construed by the court in such a manner as to impose only those restrictions on the Employee's conduct that are reasonable in the light of the circumstances and that are necessary to assure to the Company the benefits of this Section 7. The Employee agrees that any breach of this Section 7 will cause the Company substantial and irrevocable damage and therefore in the event of any member of such breach, in addition to all other remedies which may be available, the Company Group (each, a “Company Customer”), for shall have the purpose of attempting right to persuade any such Company Customer to cease to do business or to reduce the amount of business which any such Company Customer has customarily done or contemplates doing with any member of the Company Group; or (iii) hire, employ, engage or solicit for employment or services any officer, employee or consultant of any member of the Company Group as of the date of termination of the Executive’s employment or at any time in the 12 months prior to the Executive’s termination of employment, in each case until the date that is 12 months after the date on which such officer, employee or consultant ceases to be employed by any member of the Company Group, or encourage or induce any such individual to leave his or her employment or service relationship with any member of the Company Group; provided that the term “solicit for employment or services” as used in this clause (iv) shall not be deemed to include generalized searches for employees through media advertisements of general circulation, employment search firms, open job fairs or otherwise. Notwithstanding the foregoing, if the Executive’s principal place of employment is in the State of California, this Section 6(c) shall not apply for any period following the Executive’s termination of employment for any reasonseek specific performance and injunctive relief.

Non-Competition and Non-Solicitation. While employed by In consideration of the Restricted Stock Units granted which Participant and the Company agree is mutually agreed upon consideration, during the term of Participant’s Service and for 12 months after following the termination of the ExecutiveParticipant’s employment for any reason Service (the “Restricted Period”), the Executive agrees not to): (a) Participant will not, directly or indirectly, individually or as a consultant to, or an Participant, officer, director, manager, stockholder, partner, member or other owner or participant in any business entity (including, without limitation, any competitor of the Company), other than the Company, engage in or assist any other person or entity to engage in any business which competes with any business in which the Company is engaging or the actual or demonstrably anticipated research or development of the Company (a “Competing Business”), during the Participant’s employment, anywhere in the United States or elsewhere where anywhere else in the world in which Participant provided services for the Company or had a material presence or influence, during any member time within the last two years prior to the termination of Participant’s service to the Company. Notwithstanding the foregoing, the Participant’s (x) discretionary ownership of less than three percent (3%) and (y) non-discretionary (for example through a mutual fund or other investment vehicle not controlled by Participant) ownership of the Company Group (as defined below) is engaged in business, on such person’s own behalf or on the behalf outstanding stock of another (including as any publicly-traded corporation shall not be deemed a shareholder, member, partner, joint venturer or investor violation of another person):this Section 5(a); (ib) engage in, own, control, advise, manage, serve as a director, officer or employee of, act as a consultant to or contractor or other agent for, receive any economic benefit from or exert any influence upon, any business or activity that competesthe Participant will not, directly or indirectly, individually or as a consultant to, or an Participant, officer, director, manager, stockholder, partner, member or other owner or participant in any business entity solicit or endeavor to entice away from the Company, endeavor to reduce the amount of business conducted with the Company by or otherwise interfere with the business relationship of the Company Group (a “Competitive Business”); (ii) solicit, divert or attempt to solicit or divert with any person or entity who as of the date of the Executive’s termination of employment is is, or was, was within the one-year period immediately prior to such datethereto, a customercustomer or client of, clientsupplier, supplier vendor or service provider to, or other party having business relations with the Company; and (c) the Participant will not, directly or indirectly, individually or as a consultant to, or an Participant, officer, director, manager, stockholder, partner, member or other owner or participant in any business entity solicit or endeavor to entice away from the Company, or offer employment or any consulting arrangement to, or otherwise interfere with the business relationship of any member of the Company Groupwith any person or entity who is, or was within the one-year period immediately prior to such datethereto, was solicited to become employed by, associated with or a customer, client, supplier or other business relationship of any member of the Company Group (each, a “Company Customer”), for the purpose of attempting to persuade any such Company Customer to cease to do business or to reduce the amount of business which any such Company Customer has customarily done or contemplates doing with any member of the Company Group; or (iii) hire, employ, engage or solicit for employment or services any officer, employee or consultant of any member of the Company Group as of the date of termination of the Executive’s employment or at any time in the 12 months prior to the Executive’s termination of employment, in each case until the date that is 12 months after the date on which such officer, employee or consultant ceases to be employed by any member of the Company Group, or encourage or induce any such individual to leave his or her employment or service relationship with any member of the Company Group; provided that the term “solicit for employment or services” as used in this clause (iv) shall not be deemed to include generalized searches for employees through media advertisements of general circulation, employment search firms, open job fairs or otherwise. Notwithstanding the foregoing, if the Executive’s principal place of employment is in the State of California, this Section 6(c) shall not apply for any period following the Executive’s termination of employment for any reasonCompany.

Non-Competition and Non-Solicitation. While employed by (a) Employee acknowledges that during the course of Employee's employment Employee will receive confidential and proprietary information from and concerning the Company. Employee also acknowledges that the Company will make substantial investments in the development of the Company's goodwill and in Employee's professional development. The capital expended to develop this goodwill directly benefits Employee and should continue to do so in the event that the relationship between the Company and Employee is terminated. Likewise, the Company has conferred and will confer a direct economic benefit on Employee. Employee agrees that the Company is entitled to protect these business interests and investments and to prevent Employee from using or taking advantage of the foregoing economic benefits to the Company's detriment. (b) Employee agrees that, except for 12 months after services and duties performed for or on behalf of the Company according to this Agreement, Employee will not, during the period of Employee's employment with the Company, and for a period (the "Restricted Period") of one (1) years immediately following the termination of the Executive’s Employee's employment under this Agreement, for any reason (the “Restricted Period”), the Executive agrees not towhatsoever, directly or indirectly, in the United States or elsewhere where the any member of the Company Group (as defined below) is engaged in business, on such person’s own behalf for himself or on the behalf of another or in conjunction with any other person, persons, company, partnership, corporation, association, enterprise, venture or business of whatever nature: (including i) engage, as a an officer, director, shareholder, memberowner, partner, joint venturer venturer, lender or investor of another person): (i) engage inin a managerial capacity, ownwhether as an employee, controlindependent contractor, adviseagent, manage, serve consultant or advisor or as a directorsales representative, officer or employee of, act as a consultant to or contractor or other agent for, receive any economic benefit from or exert any influence upon, any similar business or activity that competes, directly or indirectly, in direct competition with those aspects of the business of the Company Group or any subsidiary of the Company, with which Employee has had any involvement, within United States of America, Canada and all other countries in which customers of the Company have access to the world wide web (a “Competitive Business”the "Territory"); (ii) solicit, divert or attempt to solicit or divert any person who as is, at that time, or who has been within one (1) year prior to that time, an employee of the date Company for the purpose or with the intent of enticing such employee away from or out of the Executive’s termination employ of employment is the Company; (iii) solicit any person or wasentity which is, at that time, or which has been within the one-one (1) year period prior to such datethat time, a customer, clientdoctor, service provider or supplier or other business relationship of any member of the Company Group, for the purpose of soliciting or within selling products or services in direct competition with those aspects of the one-year period prior to such date, was solicited to become a customer, client, supplier or other business relationship of any member of the Company Group or any subsidiary of the Company with which Employee has had any involvement, within the Territory; or (eachiv) solicit any prospective acquisition candidate, a “on Employee's own behalf or on behalf of any competitor or potential competitor, which candidate was, to Employee's knowledge, either called upon by the Company Customer”)or for which the Company made an acquisition analysis, for the purpose of attempting acquiring such entity. Notwithstanding the above, the foregoing covenant shall not be deemed to persuade any prohibit Employee from acquiring as an investment not more than five percent (5%) of the capital stock of a competing business, whose stock is traded on a national securities exchange or over-the-counter. (c) In recognition of the substantial nature of such potential damages and the difficulty of measuring economic losses to the Company Customer as a result of a breach of the foregoing covenants, and because of the immediate and irreparable damage that could be caused to cease the Company for which they would have no other adequate remedy, Employee agrees that in the event of breach by Employee of the foregoing covenant, the Company shall be entitled to do specific performance of this provision and co-injunctive and other equitable relief. (d) It is agreed by the parties that the foregoing covenants in this paragraph 4 impose a reasonable restraint on Employee in light of the activities and business or to reduce the amount of business which any such Company Customer has customarily done or contemplates doing with any member of the Company Group; or (iii) hire, employ, engage or solicit for employment or services any officer, employee or consultant on the date of any member the execution of this Agreement and the current plans of the Company Group as and Employee that such covenants be construed and enforced in accordance with the changing activities, business and locations of the Company throughout the term of this Agreement, whether before or after the date of termination of the Executive’s employment of Employee. (e) All of the covenants in this paragraph 4 shall be construed as an agreement independent of any other provision in this Agreement, and the existence of any claim or at any time in cause of action of Employee against the 12 months prior Company, whether predicated on this Agreement or otherwise, shall not constitute a defense to the Executive’s enforcement by the Company of such covenants. Further, this paragraph 4 shall survive the termination of employment, in each case until this Agreement and the date that termination of Employee's employment with the Company. It is 12 months after the date on which such officer, employee or consultant ceases to be employed by any member of the Company Group, or encourage or induce any such individual to leave his or her employment or service relationship with any member of the Company Group; provided specifically agreed that the term “solicit for employment or services” as used in this clause period of two (iv2) shall not be deemed to include generalized searches for employees through media advertisements of general circulation, employment search firms, open job fairs or otherwise. Notwithstanding the foregoing, if the Executive’s principal place of employment is in the State of California, this Section 6(c) shall not apply for any period years following the Executive’s termination of employment for stated at the beginning of this paragraph 4, during which the agreements and covenants of Employee made in this paragraph 4 shall be effective, shall be computed by excluding from such computation any reasontime during which Employee is in violation of any provision of this paragraph 4, and that such period shall terminate upon Company’s failure to pay its obligation pursuant to Section 5 below (which obligations shall remain payable regardless of the termination of this paragraph 4).

Non-Competition and Non-Solicitation. While employed (a) As part of the consideration for the compensation and benefits to be paid to Executive hereunder and the covenants made by the Company in Sections 2(a)(iv) and 4(e), to protect the trade secrets and Confidential Information of the Company and its customers and clients that have been and will be entrusted to Executive immediately upon commencement of the Employment Period and thereafter, the business goodwill of the Company and its subsidiaries and affiliates that will be developed in and through Executive and/or the business opportunities that will be disclosed or entrusted to Executive by the Company and for 12 months after termination its subsidiaries and affiliates immediately upon commencement of the Executive’s employment Employment Period and thereafter, and as an additional incentive for any reason the Company to enter into this Agreement, Executive will not (other than for the “Restricted Period”benefit of the Company pursuant to this Agreement), and will not permit any member of the Executive agrees not Restricted Party Group to, directly or indirectly, individually or as an officer, director, employee, shareholder, consultant, contractor, partner, joint venturer, agent, equity owner or in the United States or elsewhere where the any capacity whatsoever (including without limitation assisting any other member of the Company Restricted Party Group to): (i) during the Employment Period and for a period of one year following the Date of Termination (the "Non-Competition Period"), conduct, engage in, carry on or assist any other Person in conducting, engaging in or carrying on, individually or as a principal, owner, officer, director, employee, shareholder, contractor, partner, member, joint venturer, agent, equity owner or in any other capacity whatsoever, any (A) Competing Business or (B) Business Enterprise (as defined below) that is otherwise directly competitive with the Company and the affiliates of the Company directly or indirectly controlled by the Partnership (collectively with the Partnership, the "Controlled Affiliates") on or with respect to the Lands; (ii) during the Non-Competition Period, perform for any corporation, partnership, limited liability company, sole proprietorship, joint venture or other business association or entity (a "Business Enterprise") engaged in businessa Competing Business any duty that Executive performed for the Company or any of the Controlled Affiliates that involved Executive's access to, on such person’s own behalf or on the behalf of another (including as a shareholderknowledge or application of, member, partner, joint venturer or investor of another person):Confidential Information; (iiii) engage induring the Employment Period and for a period of six months following the Date of Termination (the "Customer Non-Solicitation Period"), owninduce or attempt to induce any customer, controlsupplier, advise, manage, serve as a director, officer or employee of, act as a consultant to or contractor licensee or other agent forbusiness relation of the Company or any of the Controlled Affiliates to cease doing business with the Company or any of the Controlled Affiliates or take any action with the intent of interfering with the relationship between any such customer, receive supplier, licensee or business relation and the Company or any economic benefit from of the Controlled Affiliates; (iv) during the Customer Non-Solicitation Period, induce or exert attempt to induce any influence uponcustomer, supplier, licensee or other business relation of the Company or any of the Controlled Affiliates with whom such member of the Restricted Party Group has had direct business or activity that competes, directly or indirectly, contact in dealings during the Employment Term in the course of his employment with the business of the Company, to cease doing business with the Company Group (a “Competitive Business”)or any of the Controlled Affiliates, or in any way interfere with the relationship between any such customer, supplier, licensee or business relation and the Company or any of the Controlled Affiliates; (iiv) solicitduring the Non-Competition Period, divert individually or as a principal, owner, officer, director, employee, shareholder, contractor, partner, member, joint venturer, agent, equity owner or in any other capacity whatsoever with or in any Business Enterprise, own, acquire, attempt to acquire or solicit the acquisition of (or assist any Person or Business Enterprise to own, acquire, attempt to acquire or solicit the acquisition of), any equity interest in any (A) Competing Business or (B) Business Enterprise that is otherwise directly competitive with the Controlled Affiliates on or with respect to the Lands; (vi) during the Non-Competition Period, hire, attempt to hire or contact or solicit with respect to hiring any Person who was an employee of the Company or any of its subsidiaries within one year after such Person ceased to be an employee of the Company or any subsidiary thereof; provided, however, that the foregoing clause shall not prohibit (A) any general advertisement or solicitation by Executive that is not directed towards any such employee or group of employees of the Company or any subsidiary thereof or (B) Executive from hiring any Person who responds to such general advertisement or solicitation, so long as such Person is not an employee of the Company or any subsidiary thereof at the time such Person responds to such general advertisement or solicitation; or (vii) during the Non-Competition Period, cause, influence, induce, encourage or attempt to solicit persuade any Person employed by the Company or divert any person who subsidiary thereof as of the Date of Termination and/or during the immediately subsequent year to terminate his or her employment relationship with the Company or any subsidiary thereof. (b) Nothing in this Section 9 shall prohibit (A) Executive from serving as a bona fide independent consultant (and not in any other capacity or office) to any Business Enterprise engaged in a Competing Business, (B) any investment by Executive or any other member of the Restricted Party Group in securities of any class of the capital stock of a Business Enterprise involved in or conducting a Competing Business, the securities of which are regularly traded or quoted on a national securities exchange or an inter-dealer quotation system, provided that the Restricted Party Group directly or indirectly collectively owns no more than 2 percent (2%) of such class of securities, or (C) any member of the Restricted Party Group from owning any interest in any Business Enterprise involved in or conducting a Competing Business if such interest is owned as of the date of this Agreement and described on Exhibit D hereto, and, in the Executive’s termination case of employment is or waseach of (B) and (C), within the one-year period prior to such date, a customer, client, supplier or other business relationship of any no member of the Company GroupRestricted Party Group has the right, through the ownership of an Equity Interest, voting securities or within otherwise, to direct the one-year period prior to such date, was solicited to become a customer, client, supplier or other business relationship of any member activities of the Company Group Competing Business of such Business Enterprise. (each, a “Company Customer”), for the purpose of attempting to persuade any such Company Customer to cease to do business or to reduce the amount of business which any such Company Customer has customarily done or contemplates doing with any member c) Executive acknowledges that each of the Company Group; or covenants of Sections 9(a)(i) through (iiivii) hireare in addition to, employ, engage or solicit for employment or services any officer, employee or consultant of any member of the Company Group as of the date of termination of the Executive’s employment or at any time in the 12 months prior to the Executive’s termination of employment, in each case until the date that is 12 months after the date on which such officer, employee or consultant ceases to be employed by any member of the Company Group, or encourage or induce any such individual to leave his or her employment or service relationship with any member of the Company Group; provided that the term “solicit for employment or services” as used in this clause (iv) and shall not be construed as a limitation upon, any other covenant provided in Section 9(a). Executive agrees that the geographic boundaries, scope of prohibited activities, and time duration of each of the covenants set forth in Sections 9(a)(i) through (vii) are reasonable in nature and are no broader than are necessary to maintain the confidentiality and the goodwill of the Company's proprietary and Confidential Information, plans and services and to protect the other legitimate business interests of the Company, including without limitation the goodwill developed by Executive with the Company's customers, suppliers, licensees and business partners. Executive further acknowledges that, during the Employment Period, Executive's engagement hereunder shall necessitate, and the Company will provide, access to or the disclosure of Confidential Information to Executive and/or that Executive's responsibilities shall include the development of the Company's goodwill through Executive's contacts with the Company's customers, suppliers, licensees and business relations. (d) The parties hereto intend that the covenants contained in each of Sections 9(a)(i) and (vii) be construed as a series of separate covenants, one for each county or other defined province in each geographic area in which the Company conducts its business. Except for geographic coverage, each such separate covenant shall be deemed identical in terms to include generalized searches for employees the applicable covenant contained in Sections 9(a)(i) and (vii). Furthermore, each of the covenants in Sections 9(a)(i) through media advertisements (vii) hereof shall be deemed a separate and independent covenant, each being enforceable irrespective of general circulation, employment search firms, open job fairs the enforceability (with or otherwise. Notwithstanding without reformation) of the foregoing, if the other covenants contained in Sections 9(a)(i) through (vii) hereof. (e) Executive hereby agrees that payment of any amounts specified in Section 4(a)(i)(2) is inseparably conditioned upon Executive’s principal place of employment is in the State of California, 's compliance with this Section 6(c9. In the event of Executive's breach of this Section 9, the Company's obligation to pay all, or portions of, such amounts, depending on the materiality of the breach, shall end. The parties expressly agree that any determination to reduce or eliminate the Company's obligations to pay amounts set forth in Section 4(a)(i)(2) shall is not apply for any period following a penalty, but rather represents a calculation of some or all of the Company's damages, depending on the materiality of Executive’s termination 's breach of employment for any reasonthis Section 9, as determined in accordance with Section 12(h). (f) For purposes of this Agreement:

Non-Competition and Non-Solicitation. While a. Upon termination of this Agreement the Executive agrees that for a period of two (2) years she will not directly or indirectly solicit any business from individuals or entities that are customers at the time of the termination of this Agreement of the Company, any of its subsidiaries or affiliates, without the prior written consent of the CEO. b. For a period of two (2) years from the date of termination of this Agreement without the prior written consent of the CEO, the Executive shall not employ, offer to employ, or in any way directly or indirectly solicit or seek to obtain or achieve the employment by a business or entity which directly or indirectly competes with the Company or any of its affiliates of any person employed by either the Company and for 12 months after termination Company, its subsidiaries, affiliates, or any successors or assigns thereof (except with respect to the Executive’s personal assistant) now or during a two (2) year period from the date of the Executive’s employment termination of employment, except for those employees who have left the Company, its subsidiaries, affiliates, or any reason successors or assigns thereof more than one (the “Restricted Period”), the Executive agrees not to, directly or indirectly, in the United States or elsewhere where the any member of the Company Group (as defined below1) is engaged in business, on such person’s own behalf or on the behalf of another (including as a shareholder, member, partner, joint venturer or investor of another person): (i) engage in, own, control, advise, manage, serve as a director, officer or employee of, act as a consultant year prior to or contractor or other agent for, receive any economic benefit from or exert any influence upon, any business or activity that competes, directly or indirectly, with the business of the Company Group (a “Competitive Business”); (ii) solicit, divert or attempt to solicit or divert any person who as of the date of the Executive’s termination of employment is or waswith the Company, within provided, however, that (i) an employee recruited by the one-year period prior Company at the specific request of the Executive and (ii) used to work with the Executive in the past, will not be subject to such date, limitation. c. For a customer, client, supplier or other business relationship period of any member of the Company Group, or within the one-year period prior to such date, was solicited to become a customer, client, supplier or other business relationship of any member of the Company Group two (each, a “Company Customer”), for the purpose of attempting to persuade any such Company Customer to cease to do business or to reduce the amount of business which any such Company Customer has customarily done or contemplates doing with any member of the Company Group; or (iii2) hire, employ, engage or solicit for employment or services any officer, employee or consultant of any member of the Company Group as of years from the date of termination of this Agreement, without the prior written consent of the CEO, the Executive shall not participate, directly or indirectly whether for her own account or as advisor, principal, agent, partner, officer, director, joint venture, employee, stockholder, associate or consultant of, in any Business Entity (except for an interest of less than 5% in any entity whose securities are traded in any stock exchange market). For purposes of this paragraph 10 (c), the term “Business Entity” shall mean any person, partnership, corporation or other business entity that at the time of the Executive’s employment involvement with the Company is involved in any competition with any business carried on by the Company or at any time in the 12 months its affiliates or subsidiaries prior to the Executive’s termination date of employment, in each case until the date that is 12 months after the date on which such officer, employee this Agreement or consultant ceases to be employed hereafter conducted by any member of the Company Group, or encourage its affiliates or induce any such individual to leave his or her employment or service relationship with any member of the Company Group; provided that subsidiaries during the term “solicit for employment or services” as used in of this clause (iv) shall not be deemed to include generalized searches for employees through media advertisements of general circulation, employment search firms, open job fairs or otherwise. Notwithstanding the foregoing, if the Executive’s principal place of employment is Agreement anywhere in the State of California, this Section 6(c) shall not apply for any period following the Executive’s termination of employment for any reasonworld.

Non-Competition and Non-Solicitation. While employed by (a) The Executive covenants and agrees that during the Company Term hereof and for 12 months after a period of two (2) years following the termination of the Executive’s his employment for any reason hereunder (the “Restricted Period”), the Executive agrees not tothat he will not, directly or indirectly, in at any time during the Term and/or the Restricted Period and anywhere within the continental United States or elsewhere where the any member of the Company Group (as defined below) is engaged in business, on such person’s own behalf or on the behalf of another (including as a shareholder, member, partner, joint venturer or investor of another person):States: (i) engage inown, ownoperate, manage, join, control, adviseparticipate in the ownership, managemanagement, serve operation or control of, or be paid or employed by, or acquire any securities of, or otherwise become associated with or provide assistance to, as a an employee, consultant, director, officer officer, shareholder, partner, agent, associate, principal, representative or employee of, act as a consultant to or contractor or in any other agent for, receive any economic benefit from or exert any influence uponcapacity, any business entity which engages in any directly competitive line of business in which the Company is engaged during the Executive’s employment with the Company; provided, however, that the foregoing shall not prevent the Executive from owning, in the aggregate, an amount not exceeding five percent (5%) of the issued and outstanding voting securities of any class of any corporation whose voting capital stock traded or activity listed on a national securities exchange or in the over-the-counter market; and (ii) solicit to employ or engage, for or on behalf of himself or any third party, any employee, vendor or agent of the Company. (b) The Executive hereby agrees that competeshe will not, directly or indirectly, with for or on behalf of himself or any third party, at any time during the business Term and/or the Restricted Period, solicit any customers of the Company Group (a “Competitive Business”and/or its successor) with respect to products or services directly competitive with products or services then being sold by the Company (and/or its successor);. (iic) solicit, divert or attempt to solicit or divert If any person who as of the date restrictions in this Section 10 shall be held by a court of competent jurisdiction to be unenforceable, illegal or invalid by reason of the Executive’s termination of employment is extent, duration or wasgeographical scope thereof or otherwise, within then the one-year period prior court making such determination shall have the right to reduce such dateextent, a customerduration, client, supplier geographical scope or other business relationship of any member of the Company Groupprovisions hereof, or within the one-year period prior to such dateand this Section 10, was solicited to become a customerin its reduced form, clientshall be remain valid, supplier or other business relationship of any member of the Company Group (each, a “Company Customer”), for the purpose of attempting to persuade any such Company Customer to cease to do business or to reduce the amount of business which any such Company Customer has customarily done or contemplates doing with any member of the Company Group; or (iii) hire, employ, engage or solicit for employment or services any officer, employee or consultant of any member of the Company Group as of the date of termination of the Executive’s employment or at any time in full force and effect and enforceable in the 12 months prior to the Executive’s termination of employment, in each case until the date that is 12 months after the date on which such officer, employee or consultant ceases to be employed by any member of the Company Group, or encourage or induce any such individual to leave his or her employment or service relationship with any member of the Company Group; provided that the term “solicit for employment or services” as used in this clause (iv) shall not be deemed to include generalized searches for employees through media advertisements of general circulation, employment search firms, open job fairs or otherwise. Notwithstanding the foregoing, if the Executive’s principal place of employment is in the State of California, this Section 6(c) shall not apply for any period following the Executive’s termination of employment for any reasonmanner contemplated hereby.

Non-Competition and Non-Solicitation. While employed (a) Executive acknowledges that the services to be performed by him under this Agreement are of a special, unique, unusual, extraordinary and intellectual character, and the Company provisions of this Section 7 are reasonable and necessary to protect the Business. (b) In consideration of the foregoing acknowledgments by Executive, and in consideration of the compensation and benefits to be paid or provided to Executive by Company, Executive covenants that he will not, during the term of this Agreement and for 12 months after termination a period of the Executive’s employment for any reason one (the “Restricted Period”), the Executive agrees not to1) year thereafter, directly or indirectly, in the United States or elsewhere where the any member of the Company Group (as defined below) is engaged in business, on such person’s own behalf or on the behalf of another (including as a shareholder, member, partner, joint venturer or investor of another person):: (i) except in the course of his employment hereunder, engage or invest in, own, manage, operate, finance, control, adviseor participate in the ownership, managemanagement, serve as a directoroperation, officer financing, or employee control of, act as a consultant to be employed by, associated with, or contractor or other agent for, receive in any economic benefit from or exert any influence uponmanner connected with, any business whose products or activity that competes, directly services compete in whole or indirectly, in part with the business products or services of Company or HPI; provided, however, that Executive may purchase or otherwise acquire up to (but not more than) one percent (1%) of any class of securities of any enterprise (but without otherwise participating in the activities of such enterprise) if such securities are listed on any national or regional securities exchange or have been registered under Section 12(g) of the Company Group (a “Competitive Business”)Securities Exchange Act of 1934; (ii) whether for Executive’s own account or for the account of any other person, solicit business of the same or similar type of business then being carried on by Company, from any person or entity known by Executive to be a customer of Company or HPI, whether or not Executive had personal contact with such person or entity during and by reason of Executive’s employment with Company; (iii) whether for Executive’s own account or the account of any other person (A) solicit, divert employ or otherwise engage as an Executive, independent contractor or otherwise, any person who is or was an employee of Company or HPI at any time during the term of this Agreement or in any manner induce or attempt to solicit induce any employee of Company or divert HPI to terminate his employment with Company or HPI, or (B) interfere with Company’s or HPI’s relationship with any person or entity, including any person or entity who as at any time during the term of the date of the Executive’s termination of employment is or wasthis Agreement was an employee, within the one-year period prior to such date, a customer, clientcontractor, supplier or other business relationship customer of any member of the Company Group, or within the one-year period prior to such date, was solicited to become a customer, client, supplier or other business relationship of any member of the Company Group (each, a “Company Customer”), for the purpose of attempting to persuade any such Company Customer to cease to do business or to reduce the amount of business which any such Company Customer has customarily done or contemplates doing with any member of the Company GroupHPI; or (iiiiv) hire, employ, engage or solicit for employment or services any officer, employee or consultant of any member of the Company Group as of the date of termination of the Executive’s employment or at any time in the 12 months prior to the Executive’s termination of employment, in each case until the date that is 12 months during or after the date on which such officerterm of this Agreement, employee disparage Company or consultant ceases HPI, or any of their respective shareholders, directors, executives, officers, employees or agents. (c) If any covenant of this Section 7 is held to be unreasonable, arbitrary or against public policy, such covenant will be considered to be divisible with respect to scope, time and geographic area, and such lesser scope, time or geographic area, or all of them, as a court of competent jurisdiction may determine to be reasonable, not arbitrary and not against public policy, will be effective, binding and enforceable against Executive. (d) Executive acknowledges and agrees that should Executive transfer between or among Company and HPI or any of its affiliated companies including, without limitation, any parent, subsidiary or other corporately related entity (a “Company Affiliate”) wherever situated, or otherwise become employed by any member of the Company GroupAffiliate, or encourage should he be promoted or induce reassigned to functions other than the duties set forth in this Agreement, or should Executive’s compensation and benefit package change (either higher or lower), the terms of this Section 7 shall continue to apply with full force. (e) In the event Executive is terminated other than For Cause, Executive may, in his sole discretion, elect to waive any such individual severance payment which may otherwise be due and owing to leave his or her employment or service relationship with any member of the Company Group; provided Executive pursuant to Section 6(e) above in exchange for Company’s agreement that the term “solicit for employment or services” as used in this clause (ivrestrictions of Section 7(b)(i) shall be deemed null and void and unenforceable against Executive and Company shall not attempt to enforce the same. (f) Executive agrees and acknowledges that Company does not have an adequate remedy at law for the breach or threatened breach by Executive of this Section 7 and agrees that Company may, in addition to the other remedies which may be available to it under this Agreement, file suit in equity to enjoin Executive from such breach or threatened breach. (g) All references in Section 7(b) hereof to Company shall be deemed to include generalized searches for employees through media advertisements any subsidiary or other Affiliate of general circulation, employment search firms, open job fairs Company or otherwise. Notwithstanding the foregoing, if the Executive’s principal place of employment is in the State of California, this Section 6(c) shall not apply for any period following the Executive’s termination of employment for any reasonHPI.

Non-Competition and Non-Solicitation. While employed by During the Company Term and for 12 months after a period of one (1) year following the date of termination or nonrenewal of the ExecutiveEmployee’s employment with the Company, for any reason and whether voluntary or involuntary (other than termination pursuant to Section 5.1(a): (a) the “Restricted Period”), Employee shall not in the Executive agrees not toUnited States or in any country in which the Company shall then be doing business, directly or indirectly, in enter the United States employ of, or elsewhere where the render any member of the Company Group (as defined below) is services to, any person, firm or corporation engaged in business, on such person’s own behalf or on the behalf of another (including as a shareholder, member, partner, joint venturer or investor of another person): (i) engage in, own, control, advise, manage, serve as a director, officer or employee of, act as a consultant to or contractor or other agent for, receive any economic benefit from or exert any influence upon, any business or activity that competes, directly or indirectly, is competitive with the business of the Company Group or of any of its subsidiaries or affiliates of which the Employee may become an employee or officer during the Term; Employee shall not engage in such business on Employee’s own account; and Employee shall not become interested in any such business, directly or indirectly, as an individual, partner, shareholder, director, officer, principal, agent, employee, trustee, consultant, or any other relationship or capacity; provided, however, that nothing contained in this Section 10 shall be deemed to prohibit the Employee from acquiring, solely as an investment, shares of capital stock of any public corporation; (a “Competitive Business”); (iib) solicitneither the Employee nor any Affiliate of the Employee shall solicit or utilize, divert or attempt assist any person in any way to solicit or divert utilize, the services, directly or indirectly, of any person who as of the date Company's directors, consultants, members of the Executive’s termination Board of employment is Scientific and Medical Advisors, officers or wasemployees (collectively, within "Associates of the oneCompany"). This non-year period prior solicitation and non-utilization provision shall not apply to such date, a customer, client, supplier or other business relationship of any member Associates of the Company Groupwho have previously terminated their relationship with the Company. 10.1 If the Employee commits a breach, or within threatens to commit a breach, of any of the one-year period prior provisions of this Section 10, the Company shall have the following rights and remedies: 10.1.1 The right and remedy to have the provisions of this Agreement specifically enforced by any court having equity jurisdiction, it being acknowledged and agreed that any such datebreach or threatened breach shall cause irreparable injury to the Company and that money damages shall not provide an adequate remedy to the Company; and 10.1.2 The right and remedy to require the Employee to account for and pay over to the Company all compensation, was solicited to become a customerprofits, clientmonies, supplier accruals,increments or other business relationship benefits (collectively "Benefits") derived or received by the Employee as the result of any member transactions constituting a breach of any of the provisions of the preceding paragraph, and the Employee hereby agrees to account for and pay over such Benefits to the Company. Each of the rights and remedies enumerated above shall be independent of the other, and shall be severally enforceable, and all of such rights and remedies shall be in addition to, and not in lieu of, any other rights and remedies available to the Company Group (eachunder law or in equity. 10.2 If any of the covenants contained in Section 8, a “Company Customer”)9 or 10, for or any part thereof, is hereafter construed to be invalid or unenforceable, the purpose same shall not affect the remainder of attempting the covenant or covenants, which shall be given full effect without regard to persuade the invalid portions. 10.3 If any of the covenants contained in Section 8, 9 or 10, or any part thereof, is held to be unenforceable because of the duration of such Company Customer to cease to do business provision or the area covered thereby, the parties agree that the court making such determination shall have the power to reduce the amount duration and/or area of business which such provision and, in its reduced form, such provision shall then be enforceable. 10.4 The parties hereto intend to and hereby confer jurisdiction to enforce the covenants contained in Sections 8, 9 and 10 upon the courts of any state within the geographical scope of such covenants. In the event that the courts of any one or more of such states shall hold any such Company Customer has customarily done or contemplates doing with any member covenant wholly unenforceable by reason of the Company Group; or (iii) hirebreadth of such scope or otherwise, employ, engage it is the intention of the parties hereto that such determination not bar or solicit for employment or services in any officer, employee or consultant way affect the Company's right to the relief provided above in the courts of any member other states within the geographical scope of such covenants, as to breaches of such covenants in such other respective jurisdictions, the Company Group above covenants as of the date of termination of the Executive’s employment or at any time in the 12 months prior they relate to the Executive’s termination of employmenteach state being, in each case until the date that is 12 months after the date on which such officerfor this purpose, employee or consultant ceases to be employed by any member of the Company Group, or encourage or induce any such individual to leave his or her employment or service relationship with any member of the Company Group; provided that the term “solicit for employment or services” as used in this clause (iv) shall not be deemed to include generalized searches for employees through media advertisements of general circulation, employment search firms, open job fairs or otherwise. Notwithstanding the foregoing, if the Executive’s principal place of employment is in the State of California, this Section 6(c) shall not apply for any period following the Executive’s termination of employment for any reasonseverable into diverse and independent covenants.

Non-Competition and Non-Solicitation. While employed by the Company (a) Each of Rxxxxx Xxxxxxx, Axxx Xxxxxxxx and for 12 months after termination of the Executive’s employment for any reason Rxxxxxx Xxxxxxx (the each a “Restricted PeriodExecutive”), the Executive covenants and agrees not to, for a period of four (4) years after the Closing Date and within the Restricted Area, engage in any activity which is competitive with the businesses of the Company, directly or indirectly, in the United States or elsewhere where the any member of the Company Group (as defined below) is engaged in business, on such person’s own behalf or on the behalf of another (including as a shareholder, member, partner, owner, joint venturer venture, investor, lender or investor in any other capacity whatsoever (other than as an employee or service provider of another person): (i) engage inthe Company, Parent or an Affiliate of Parent). Notwithstanding the foregoing, the Restricted Executives may own, control, advise, manage, serve as a director, officer or employee of, act as a consultant to or contractor or other agent for, receive any economic benefit from or exert any influence upon, any business or activity that competes, directly or indirectly, with solely as an investment, securities of any Person traded on any national securities exchange such Restricted Executive is not a controlling Person of, or a member of a group which controls, such Person and does not, directly or indirectly, own two percent (2%) or more of any class of securities of such Person. (b) Each Restricted Executive hereby covenants and agrees not to, for a period of four (4) years after the business Closing Date and within the Restricted Area, (i) directly or indirectly solicit or knowingly induce, or attempt to induce for employment by such Restricted Executive, any Person who is an employee of the Company Group (a “Competitive Business”); Company, or (ii) solicit, divert knowingly induce, or attempt to solicit or divert induce any person who as customer of the date of the Executive’s termination of employment is Company or wasits business, within the one-year period prior to such date, a or any customer, client, supplier Consultant, independent contractor, vendor, supplier, or other business relationship of any member partner of the Company Groupor its business, to terminate, diminish, or within materially alter in a manner harmful to Parent, any of Parent’s Affiliates or the one-year period Company, its relationship or their relationships with Parent, any of Parent’s Affiliates, or the Company (including, without limitation, by making any disparaging statements or communications regarding Parent, its Affiliates, or the Company); provided that the foregoing restrictions shall not apply to general solicitations that are not specifically directed to customers, clients, consultants, independent contractors, vendors, suppliers or partners of Parent, the Company or its Affiliates; provided further, that the Restricted Executives shall not be prevented from soliciting or inducing (x) any employee whose employment has been terminated by the Company, and who is not employed by Parent or any of its Affiliates, prior to such dateany solicitation, was solicited to become a customer, client, supplier inducement or other business relationship of any member of the Company Group (each, a “Company Customer”), for the purpose of attempting to persuade attempted inducement by any such Company Customer to cease to do business Restricted Executive or to reduce the amount of business which any such Company Customer has customarily done or contemplates doing with any member of the Company Group; or (iiiy) hire, employ, engage or solicit for employment or services any officer, employee or consultant of any member of the Company Group as of after one hundred and eighty (180) days from the date of termination of the Executive’s employment or at any time in the 12 months prior to the Executive’s termination of employment, any employee whose employment was voluntarily terminated by the employee. (c) The Restricted Executives hereby acknowledge and confirm that (i) the provisions of this Section 5.10 are reasonable and necessary to protect the interests of Parent and the Company, (ii) any violation of this Section 5.10 will result in each case until an immediate, irreparable injury to Parent and the date that is 12 months after the date on which such officerCompany, employee (iii) damages at law would not be reasonable or consultant ceases adequate compensation to be employed by any member of Parent and the Company Groupfor violation of this Section 5.10, or encourage or induce any such individual to leave his or her employment or service relationship with any member of the Company Group; provided that the term “solicit for employment or services” as used in this clause and (iv) in addition to any other available remedies, Parent and the Company shall not be entitled to seek to have the provisions of this Section 5.10 specifically enforced by preliminary and permanent injunctive relief without the necessity of proving actual damages or posting a bond or other security. In the event that the provisions of this Section 5.10 (Non-Competition and Non-Solicitation) shall ever be deemed to include generalized searches for employees through media advertisements of general circulationexceed the time, employment search firmsgeographic scope or other limitations permitted by applicable Law, open job fairs or otherwise. Notwithstanding then the foregoing, if provisions shall be deemed reformed to the Executive’s principal place of employment is in the State of California, this Section 6(c) shall not apply for any period following the Executive’s termination of employment for any reasonmaximum extent permitted by applicable Law.

Non-Competition and Non-Solicitation. While employed (a) As part of the consideration for the compensation and benefits to be paid to Executive hereunder and the covenants made by the Company in Sections 2(a)(iv) and 4(e), to protect the trade secrets and Confidential Information of the Company and its customers and clients that have been and will be entrusted to Executive immediately upon commencement of the Employment Period and thereafter, the business goodwill of the Company and its subsidiaries and affiliates that will be developed in and through Executive and/or the business opportunities that will be disclosed or entrusted to Executive by the Company and for 12 months after termination its subsidiaries and affiliates immediately upon commencement of the Executive’s employment Employment Period and thereafter, and as an additional incentive for any reason the Company to enter into this Agreement, from the Effective Date through the longer of (i) two years following the Date of Termination and (ii) the length of the initial term of the Employment Period (the “"Restricted Period”"), Executive will not (other than for the Executive agrees benefit of the Company pursuant to this Agreement), and will not permit any member of the Restricted Party Group to, directly or indirectly, individually or as an officer, director, employee, shareholder, consultant, contractor, partner, joint venturer, agent, equity owner or in the United States or elsewhere where the any capacity whatsoever (including without limitation assisting any other member of the Company Restricted Party Group to): (i) conduct, engage in, carry on or assist any other Person in conducting, engaging in or carrying on, individually or as a principal, owner, officer, director, employee, shareholder, consultant, contractor, partner, member, joint venturer, agent, equity owner or in any other capacity whatsoever, any (A) Competing Business or (B) Business Enterprise (as defined below) that is otherwise directly competitive with the Company and the affiliates of the Company directly or indirectly controlled by the Partnership (collectively with the Partnership, the "Controlled Affiliates") on or with respect to the Lands; (ii) perform for any corporation, partnership, limited liability company, sole proprietorship, joint venture or other business association or entity (a "Business Enterprise") engaged in businessa Competing Business any duty that Executive performed for the Company or any of the Controlled Affiliates that involved Executive's access to, on such person’s own behalf or on the behalf of another (including as a shareholderknowledge or application of, member, partner, joint venturer or investor of another person):Confidential Information; (iiii) engage ininduce or attempt to induce any customer, ownsupplier, control, advise, manage, serve as a director, officer or employee of, act as a consultant to or contractor licensee or other agent forbusiness relation of the Company or any of the Controlled Affiliates to cease doing business with the Company or any of the Controlled Affiliates or take any action with the intent of interfering with the relationship between any such customer, receive supplier, licensee or business relation and the Company or any economic benefit from of the Controlled Affiliates; (iv) induce or exert attempt to induce any influence uponcustomer, supplier, licensee or other business relation of the Company or any of the Controlled Affiliates with whom such member of the Restricted Party Group has had direct business or activity that competes, directly or indirectly, contact in dealings during the Employment Term in the course of his employment with the business of the Company, to cease doing business with the Company Group (a “Competitive Business”)or any of the Controlled Affiliates, or in any way interfere with the relationship between any such customer, supplier, licensee or business relation and the Company or any of the Controlled Affiliates; (iiv) solicitindividually or as a principal, divert owner, officer, director, employee, shareholder, consultant, contractor, partner, member, joint venturer, agent, equity owner or in any other capacity whatsoever with or in any Business Enterprise, own, acquire, attempt to acquire or solicit the acquisition of (or assist any Person or Business Enterprise to own, acquire, attempt to acquire or solicit the acquisition of), any equity interest in any (A) Competing Business or (B) Business Enterprise that is otherwise directly competitive with the Controlled Affiliates on or with respect to the Lands; (vi) hire, attempt to hire or contact or solicit with respect to hiring any Person who was an employee of the Company or any of its subsidiaries within one year after such Person ceased to be an employee of the Company or any subsidiary thereof; provided, however, that the foregoing clause shall not prohibit (A) any general advertisement or solicitation by Executive that is not directed towards any such employee or group of employees of the Company or any subsidiary thereof or (B) Executive from hiring any Person who responds to such general advertisement or solicitation, so long as such Person is not an employee of the Company or any subsidiary thereof at the time such Person responds to such general advertisement or solicitation; or (vii) cause, influence, induce, encourage or attempt to solicit persuade any Person employed by the Company or divert any person who subsidiary thereof as of the Date of Termination and/or during the immediately subsequent year to terminate his or her employment relationship with the Company or any subsidiary thereof. (b) Nothing in this Section 9 shall prohibit (A) any investment by Executive or any other member of the Restricted Party Group in securities of any class of the capital stock of a Business Enterprise involved in or conducting a Competing Business, the securities of which are regularly traded or quoted on a national securities exchange or an inter-dealer quotation system, provided that the Restricted Party Group directly or indirectly collectively owns no more than 2 percent (2%) of such class of securities, or (B) any member of the Restricted Party Group from owning any interest in any Business Enterprise involved in or conducting a Competing Business if such interest is owned as of the date of this Agreement and described on Exhibit D hereto, and, in the Executive’s termination case of employment is or waseach of (A) and (B), within the one-year period prior to such date, a customer, client, supplier or other business relationship of any no member of the Company GroupRestricted Party Group has the right, through the ownership of an Equity Interest, voting securities or within otherwise, to direct the one-year period prior to such date, was solicited to become a customer, client, supplier or other business relationship of any member activities of the Company Group Competing Business of such Business Enterprise. (each, a “Company Customer”), for the purpose of attempting to persuade any such Company Customer to cease to do business or to reduce the amount of business which any such Company Customer has customarily done or contemplates doing with any member c) Executive acknowledges that each of the Company Group; or covenants of Sections 9(a)(i) through (iiivii) hireare in addition to, employ, engage or solicit for employment or services any officer, employee or consultant of any member of the Company Group as of the date of termination of the Executive’s employment or at any time in the 12 months prior to the Executive’s termination of employment, in each case until the date that is 12 months after the date on which such officer, employee or consultant ceases to be employed by any member of the Company Group, or encourage or induce any such individual to leave his or her employment or service relationship with any member of the Company Group; provided that the term “solicit for employment or services” as used in this clause (iv) and shall not be construed as a limitation upon, any other covenant provided in Section 9(a). Executive agrees that the geographic boundaries, scope of prohibited activities, and time duration of each of the covenants set forth in Sections 9(a)(i) through (vii) are reasonable in nature and are no broader than are necessary to maintain the confidentiality and the goodwill of the Company's proprietary and Confidential Information, plans and services and to protect the other legitimate business interests of the Company, including without limitation the goodwill developed by Executive with the Company's customers, suppliers, licensees and business partners. Executive further acknowledges that, during the Employment Period, Executive's engagement hereunder shall necessitate, and the Company will provide, access to or the disclosure of Confidential Information to Executive and/or that Executive's responsibilities shall include the development of the Company's goodwill through Executive's contacts with the Company's customers, suppliers, licensees and business relations. (d) The parties hereto intend that the covenants contained in each of Sections 9(a)(i) and (vii) be construed as a series of separate covenants, one for each county or other defined province in each geographic area in which the Company conducts its business. Except for geographic coverage, each such separate covenant shall be deemed identical in terms to include generalized searches for employees the applicable covenant contained in Sections 9(a)(i) and (vii). Furthermore, each of the covenants in Sections 9(a)(i) through media advertisements (vii) hereof shall be deemed a separate and independent covenant, each being enforceable irrespective of general circulation, employment search firms, open job fairs the enforceability (with or otherwise. Notwithstanding without reformation) of the foregoing, if the other covenants contained in Sections 9(a)(i) through (vii) hereof. (e) Executive hereby agrees that payment of any amounts specified in Section 4(a)(i)(2) is inseparably conditioned upon Executive’s principal place of employment is in the State of California, 's compliance with this Section 6(c9. In the event of Executive's breach of this Section 9, the Company's obligation to pay all, or portions of, such amounts, depending on the materiality of the breach, shall end. The parties expressly agree that any determination to reduce or eliminate the Company's obligations to pay amounts set forth in Section 4(a)(i)(2) shall is not apply for any period following a penalty, but rather represents a calculation of some or all of the Company's damages, depending on the materiality of Executive’s termination 's breach of employment for any reasonthis Section 9, as determined in accordance with Section 12(h). (f) For purposes of this Agreement:

Non-Competition and Non-Solicitation. While employed by (a) As a material inducement and consideration for Buyer to enter into this Agreement, for a period of three years following the Company and for 12 months after termination of the Executive’s employment for any reason Closing Date (the “Restricted Period”), the Executive Seller agrees that it will not, and it will not permit any Seller Subsidiary to, directly or indirectly, in any capacity (including as agent, consultant, advisor, independent contractor, general partner, stockholder, investor, lender or guarantor of any corporation, partnership or other entity) participate or engage in the United States design, development, manufacture, production, marketing, sale or elsewhere where servicing of any product, or the provision of any member service, that competes with any part of the Company Group (as defined below) is Business or render any services to any business engaged in businessthe design, on manufacture or sale of any product, or provision of any service, that competes with any part of, the Company Business (collectively, the “Restricted Business”) anywhere in the world (the “Restricted Territory”) other than as agreed in writing by the parties under the Transition Services Agreement, License and Technology Agreement or other written agreement; provided, however, that this Section 6.11(a) shall not be applicable to any Person (and such personPerson’s own behalf Affiliates) that enters into a Seller Acquisition to the extent that such Person or on any of its Affiliates is engaging in the behalf Restricted Business prior to signing of another (including as a shareholder, member, partner, joint venturer or investor of another person):the definitive agreement pursuant to which such Seller Acquisition will be consummated. (ib) engage inAs a material inducement and consideration for each party to enter into this Agreement, owneach party agrees that, controlduring the Restricted Period, adviseeach such party shall not, manageand each such party shall not permit any of their Subsidiaries (in the case of Buyer, serve as a directorincluding the Guarantors), officer or employee ofto, act as a consultant to or contractor or other agent for, receive any economic benefit from or exert any influence upon, any business or activity that competeswithin the Restricted Territory, directly or indirectly, with the business of the Company Group (a “Competitive Business”); (ii) solicit, divert indirectly solicit away or attempt to solicit away any employees or divert any person who as consultants of the date other party or any of its Subsidiaries (and in the Executive’s termination case of employment is or wasBuyer, within the one-year period prior to such date, a customer, client, supplier or other business relationship of any member of including the Company Group, or within following the one-year period prior to such date, was solicited to become a customer, client, supplier or other business relationship of any member of the Company Group Closing and Guarantors) (each, a “Company CustomerDisallowed Workers”), for such party’s or any of such party’s Affiliate’s own benefit or for the purpose benefit of attempting any other Person or Entity. However, this Section 6.11 will not prevent either party from making generalized searches for employees or service providers by causing to persuade be placed any general advertisement or similar notices in media and in other forms directed to the general public (including newspapers, television, radio and Internet job boards), provided that such searches are not targeted specifically at the other party’s Disallowed Workers. For the purposes of this Agreement, Seller Disallowed Workers shall exclude the individuals listed in Schedule 6.11(b) of the Seller Disclosure Letter. (c) Each of the parties hereto agree that the duration and geographic scope of the non-compete and the non-solicitation provisions set forth in this Section 6.11 are reasonable. If any covenant in this Section 6.11 is held to be invalid, illegal or unenforceable by any court of competent jurisdiction or any other Governmental Authority, it is agreed and understood that such covenant will not be voided but rather will be construed to impose limitations upon the activities of Seller that are no greater than allowable under then applicable laws. In the event of a breach of any of the covenants set forth in this Section 6.11, either party will be entitled to an injunction against the other party and any of the other party’s Subsidiaries (in the case of Buyer, including the Guarantors) restraining such breach in addition to any other remedies provided by law or equity. In addition, in the event of any such Company Customer breach, in addition to cease to do business or to reduce the amount of business which any such Company Customer has customarily done or contemplates doing remedies, the Restricted Period with any member respect to the breaching party shall be automatically extended by a number of days equal to the Company Group; or (iii) hire, employ, engage or solicit for employment or services any officer, employee or consultant total number of any member of the Company Group as of the date of termination of the Executive’s employment or at any time days in the 12 months prior to the Executive’s termination of employment, in each case until the date that is 12 months after period from the date on which such officerbreach shall have first occurred through the date as of which such breach shall have been fully cured, employee or consultant ceases to be employed by provided, however that if such non-breaching party shall not have notified the breaching party of any member such breach within 30 days after such non-breaching party has obtained actual knowledge (which in case of the Company GroupBuyer, or encourage or induce any such individual to leave his or her employment or service relationship with any member shall include actual knowledge of the Company Group; provided Guarantors) that a breach has occurred, the term “solicit for employment or services” as used in this clause (iv) Restricted Period shall not be deemed to include generalized searches extended for employees through media advertisements of general circulation, employment search firms, open job fairs or otherwise. Notwithstanding the foregoing, if period between the Executivenon-breaching party’s principal place of employment is in obtaining such actual knowledge and it so notifying the State of California, this Section 6(c) shall not apply for any period following the Executive’s termination of employment for any reasonbreaching party.

Non-Competition and Non-Solicitation. While employed (a) As additional consideration for the issuance by Recipient to the Company and for 12 months after termination Contributors of the Executive’s employment Escrow Stock Consideration, the Non-Escrow Stock Consideration, the Escrow Intellectual Property Stock Consideration and the Cash Consideration, each Contributor hereby covenants and agrees that for a period of (x) five (5) years from the date hereof, or (y) twelve (12) months following termination (for any reason whatsoever, whether voluntary or involuntary and whether with or without cause) of such Contributor's consulting obligations to Recipient and/or Holdings pursuant to such Contributor's Consulting and Assignment Agreement, whichever date is later (the “Restricted Period”"EXCLUSIVITY PERIOD"), such Contributor will not directly or indirectly compete with Recipient, Holdings and/or Subsidiary (or any successor to any such company) by taking or allowing to occur, any or all of the Executive agrees not tofollowing actions, anywhere in the Territory (as defined below): (i) carrying on, engaging in, or acting as principal, director, officer, agent, employee, independent contractor, representative, researcher, consultant, partner, stockholder, member or otherwise participating in, any business, enterprise or endeavor (whether for-profit or not-for-profit) that, in the reasonable opinion of Recipient, is competitive with, directly or indirectly, in the United States or elsewhere where the detrimental to, any member of the Company Group businesses in which Recipient, Holdings and/or Subsidiary (as defined belowor any successor to each such company) is engaged in businessat any time during the Exclusivity Period, on such person’s own behalf or on the behalf of another (including as a shareholderincluding, memberbut not limited to, partnerbiological treatment for cancer and related diseases, joint venturer or investor of another person): (i) engage inautologous therapies for cancerous and orthopedic conditions and diseases, own, control, advise, manage, serve as a director, officer or employee of, act as a consultant to or contractor or other agent for, receive any economic benefit from or exert any influence upon, any business or activity that competes, directly or indirectly, with the business of the Company Group (a “Competitive Business”);and related pre-clinical and clinical studies; or (ii) solicit, divert lending credit or attempt to solicit or divert any person who as of the date of the Executive’s termination of employment is or was, within the one-year period prior to such date, a customer, client, supplier or other business relationship of any member of the Company Groupmoney, or within the one-year period prior to such date, was solicited to become a customer, client, supplier seeking credit or other business relationship of any member of the Company Group (each, a “Company Customer”)borrowing money, for the purpose of attempting to persuade establishing, operating or participating in any such Company Customer to cease to do business or to reduce the amount of business which any such Company Customer has customarily done or contemplates doing with any member of the Company Groupdescribed in Section 7.3(a)(i) above; or (iii) hiregiving any advice or information to any Person engaging in any business described in Section 7.3(a)(i) above; or (iv) lending or allowing his name or reputation to be used in connection with any business described in Section 7.3(a)(i) above; or (v) otherwise allowing his skill, employknowledge, engage experience and/or expertise to be used in any business described in Section 7.3(a)(i) above; or (vi) providing research, scientific or solicit for employment consulting services to any account or services customer, or to any officer, employee Person that is or consultant of any member of the Company Group as of the date of termination of the Executive’s employment or was at any time during the Exclusivity Period, an account or customer, of Recipient, Holdings and/or Subsidiary (or any successor to any such company) at any time during the Consulting Period. Notwithstanding anything contained in the 12 months prior Section 4.31 hereof to the Executive’s termination of employmentcontrary, in the Contributors each case until covenants and agrees to use his best efforts to refrain, to the date extent possible consistent with their respective duties as public university professors under French Law, from performing any functions that is 12 months after the date on which such officer, employee or consultant ceases to be employed by any member of the Company Groupgive rise to, or encourage could give rise to, commercial or induce any such individual to leave his competitive advantages benefiting Persons other than AVAX, Holdings or her employment or service relationship with any member of the Company Group; provided that the term “solicit for employment or services” as used in this clause (iv) shall not be deemed to include generalized searches for employees through media advertisements of general circulation, employment search firms, open job fairs or otherwise. Notwithstanding the foregoing, if the Executive’s principal place of employment is in the State of California, this Section 6(c) shall not apply for any period following the Executive’s termination of employment for any reasonSubsidiary.

Non-Competition and Non-Solicitation. While employed by Each Selling Party agrees that during the Company period commencing on the date hereof and for 12 months continuing through the date that is five (5) years after termination of the Executive’s employment for Closing Date (or such later date as may be provided in any reason Transaction Document) (the “Restricted Period”), the Executive agrees not to, directly or indirectly, in the United States or elsewhere where the neither they nor any member of the Company Group their Restricted Parties (as defined below), shall, directly or indirectly (A) is engaged in business, on such person’s own behalf or on the behalf of another engage (including as a shareholder, member, partner, joint venturer or investor of another person): (i) engage in, own, control, advise, manage, serve as a director, officer officer, employee, investor, lender, consultant or employee ofin any other capacity with respect to a Person that engages in whole or in part) in the registration, act as development, importation, manufacture, marketing, sale or distribution of any products that are, or would be if so registered, developed, imported, manufactured, marketed, sold or distributed, competitive with, or a consultant to or contractor or other agent substitute for, receive any economic benefit from or exert any influence upon, any business or activity that competes, directly or indirectly, with the business of the Company Group Competitive Products, anywhere in the world (a regardless of whether registered or approved in such jurisdiction) (the “Competitive Business”); , (iiB) solicitacquire or hold any economic or financial interest in, act as a partner, member, shareholder, employee, consultant, agent or representative of, render any services to, or otherwise operate or hold an interest in any Person having any location, operation or presence in any country or location in which the Business, Purchaser or any of Purchaser’s Affiliates has or will operate or have a presence at any time prior to or during the Restricted Period, in each case which entity, enterprise or other Person engages in, or engages in the management or operation of any Person that engages in, any business that competes with the Competitive Business, (C) hire, including as a director, officer, employee, investor, lender, consultant or in any other capacity, any then-current employee of Company as of the Closing Date other than such employees whose employment with Purchaser has been terminated by Purchaser for reasons other than the conduct of the employee consisting of improper performance or nonperformance of the employee’s duties and responsibilities, engaging in willful misconduct including fraud or misrepresentation, conviction of a felony or misdemeanor (other than traffic violations), repetitive drunkenness or drug abuse, or violation of Company policies or the code of conduct, (D) induce or attempt to induce, any director, officer, employee, representative or agent of Purchaser or any of its Affiliates engaged in the manufacture, storage, distribution or sale of the Products to leave the employ of Purchaser or any such Affiliate, or violate the terms of their contracts, or any employment arrangements, with Purchaser or any such Affiliate, or (E) solicit or divert or attempt to solicit or divert any person who as of the date of the Executive’s termination of employment is current or was, within the one-year period prior to such date, a former customer, client, supplier or other business relationship of any member employee of the Company GroupBusiness, or within the one-year period prior to such date, was solicited to become a customer, client, supplier or other business relationship of any member of the Company Group (each, a “Company Customer”), for the purpose of attempting to persuade any such Company Customer to cease to do business or to reduce the amount of business which any such Company Customer has customarily done or contemplates doing with any member of the Company Group; or (iii) hire, employ, engage or solicit for employment or services any officer, employee or consultant of any member of the Company Group as of the date of termination of the Executive’s employment or at any time anywhere in the 12 months prior to the Executive’s termination of employmentworld; provided, in each case until the date however, that is 12 months after the date on which such officer, employee or consultant ceases to be employed by any member of the Company Group, or encourage or induce any such individual to leave his or her employment or service relationship with any member of the Company Group; provided that the term “solicit for employment or services” as used in this clause (iv) it shall not be deemed to include generalized searches for employees through media advertisements be a violation of general circulation, employment search firms, open job fairs or otherwise. Notwithstanding the foregoing, if the Executive’s principal place of employment is in the State of California, this Section 6(c5.10(a) shall not apply for such Person or a Restricted Party of such Person to invest in securities having less than five percent (5%) of the outstanding voting power of any period following Person, the Executive’s termination securities of employment for which are publicly traded or listed on any reasonsecurities exchange or automated quotation system. As used herein, “Restricted Party” or “Restricted Parties” means Selling Parties or their Affiliates.