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

Non-Competition and Non-Solicitation. (i) You agree and acknowledge that the business (the “Business”) of the Company is any business activity engaged in, or actively contemplated by the Company (or any Subsidiary) to be engaged in, by the Company (or any Subsidiary) and with which you are or were involved on or prior to your date of termination. (ii) You agree that, except as the Company expressly agrees in writing, during your employment with the Company and for the 12-month period following termination of your employment for any reason, you shall not within the Territory (defined below), directly or indirectly, as an owner, partner, affiliate, stockholder, joint venturer, director, employee, consultant, contractor, principal, trustee or licensor, or in any other similar capacity whatsoever, of or for any person or entity (other than for the Company): (A) engage in, own, manage, operate, sell, finance, control, advise or participate in the ownership, management, operation, sales, finance or control of, be employed or employed by, or be connected in any manner with, any business that competes with (1) the Business or (2) if you have provided services directly to any health maintenance organization, health insurance company or similar health insurance plan, owned or operated by a customer of the Company, during the twelve-month period preceding the termination of your employment with the Company, such customer (each, a “Competitor”). Notwithstanding this Section 14(b)(ii)(A), you may accept employment with a Competitor whose business is diversified, provided that (I) such employment is with a portion of the Competitor’s business that does not provide products or services that are the same as, are similar to, or compete with the Company’s products or services (“Competing Products or Services”) and (II) prior to your acceptance of such employment with Competitor, the Company receives separate written assurances satisfactory to the Company from such Competitor and from you that you will not provide any Competing Products or Services; (B) approach, solicit, divert, interfere with, or take away, the business or patronage of any of the actual or prospective members, customers, or clients of the Company, for a purpose that is competitive with the Business; or (C) contact, recruit, solicit, hire, retain, or employ (whether as an employee, consultant, agent, independent contractor, or otherwise) any person who is, or who at any time during the 6-month period prior to your date of termination had been, employed or engaged by the Company, or induce or take any action which is intended to induce any such person to terminate his or her employment or relationship, or otherwise cease his or her relationship, with the Company, or interfere in any manner with the contractual or employment relationship between the Company and any employee of or any other person engaged by the Company.

Non-Competition and Non-Solicitation. As an essential ingredient of, and in consideration of the substantial severance benefits provided pursuant to this Agreement in addition to the Executive’s employment, or continued employment, with the Employer, the Executive shall not, during the Restricted Period, directly or indirectly do any of the following: (i) You agree and acknowledge that the business (the “Business”) of the Company is any business activity engaged in, Engage or actively contemplated by the Company (or any Subsidiary) to be engaged in, by the Company (or any Subsidiary) and with which you are or were involved on or prior to your date of termination. (ii) You agree that, except as the Company expressly agrees in writing, during your employment with the Company and for the 12-month period following termination of your employment for any reason, you shall not within the Territory (defined below), directly or indirectly, as an owner, partner, affiliate, stockholder, joint venturer, director, employee, consultant, contractor, principal, trustee or licensor, or in any other similar capacity whatsoever, of or for any person or entity (other than for the Company): (A) engage invest in, own, manage, operate, sell, finance, control, advise or participate in the ownership, management, operation, sales, finance or control of, be employed or employed by, associated with, or be connected in any manner connected with, serve as a director, officer, or consultant to, lend the Executive’s name or any business similar name to, lend the Executive’s credit to or render services or advice to, any Financial Institution with an office located, or to be located at an address identified in a filing with any regulatory authority, within the Restricted Area; provided, however, that competes the ownership by the Executive of shares of the capital stock of any Financial Institution, which shares are listed on a securities exchange and that do not represent more than 1% of the institution’s outstanding capital stock, shall not violate any terms of this Agreement. For purposes of clarification and not limitation or expansion, it is the parties intent that the foregoing is not intended to limit Executive from performing services outside of the Restricted Area for a person or entity solely because the person or entity has a location within the Restricted Area, unless Executive’s services are directed towards activities on behalf of such person or entity within the Restricted Area; (ii) (A) Hire, or induce or attempt to induce any employee of the Employer or its Affiliates (limited to all officer-level employees, Executive’s direct reports, or members of Executive’s department or area of responsibility) to leave the employ of the Employer or its Affiliates; (B) interfere with (1) the Business relationship between the Employer or its Affiliates and any such employee of the Employer or its Affiliates; or (2C) if you have provided services directly induce or attempt to induce any health maintenance organizationcustomer, health insurance company supplier, licensee, or similar health insurance planother business relation of the Employer or its Affiliates with whom the Executive had an ongoing business relationship while employed by the Employer or its Affiliates to cease doing business with the Employer or its Affiliates or interfere with the relationship between the Employer its Affiliates and their respective customers, owned suppliers, licensees, or operated by other business relations with whom the Executive had an ongoing business relationship. (iii) Solicit the business of any person or entity known to the Executive to be a customer of the CompanyEmployer or its Affiliates, during where the twelve-month period preceding Executive, or any person reporting to the termination Executive, had accessed Confidential Information of, had an ongoing business relationship with while employed by the Employer of your employment its Affiliates, or had made Substantial Business Efforts with the Companyrespect to, such customer (eachperson or entity, a “Competitor”). Notwithstanding this Section 14(b)(ii)(A)with respect to products, you may accept employment with a Competitor whose business is diversifiedactivities, provided that (I) such employment is with a portion of the Competitor’s business that does not provide products or services that are compete in whole or in part with the same asproducts, are similar toactivities, or compete with the Company’s products or services (“Competing Products or Services”) and (II) prior to your acceptance of such employment with Competitor, the Company receives separate written assurances satisfactory to the Company from such Competitor and from you that you will not provide any Competing Products or Services; (B) approach, solicit, divert, interfere with, or take away, the business or patronage of any of the actual or prospective members, customers, or clients of the Company, for a purpose that is competitive with the Business; or (C) contact, recruit, solicit, hire, retain, or employ (whether as an employee, consultant, agent, independent contractor, or otherwise) any person who is, or who at any time during the 6-month period prior to your date of termination had been, employed or engaged by the Company, or induce or take any action which is intended to induce any such person to terminate his or her employment or relationship, or otherwise cease his or her relationship, with the Company, or interfere in any manner with the contractual or employment relationship between the Company and any employee of or any other person engaged by the CompanyEmployer its Affiliates.

Non-Competition and Non-Solicitation. (i) You agree The Executive acknowledges and acknowledge agrees that the business (nature of the “Business”) 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 is any business activity engaged inwithout drawing upon and utilizing information gained during employment with the Company. Accordingly, or actively contemplated by at all times during the Company (or any Subsidiary) to be engaged in, by the Company (or any Subsidiary) and with which you are or were involved on or prior to your date of termination. (ii) You agree that, except as the Company expressly agrees in writing, during your Executive’s employment with the Company and for the 12-month a period following termination of your employment one (1) year after termination, for any reason, you shall not within of such employment, the Territory (defined below)Executive will not, directly or indirectly, : (a) Engage in any business or enterprise (whether as an owner, partner, affiliate, stockholder, joint venturerofficer, director, employee, consultant, contractorinvestor, principallender or otherwise, trustee or licensor, or in any other similar capacity whatsoever, except as the holder of or for any person or entity (other not more than for the Company): (A) engage in, own, manage, operate, sell, finance, control, advise or participate in the ownership, management, operation, sales, finance or control of, be employed or employed by, or be connected in any manner with, any business that competes with one percent (1%) the Business or (2) if you have provided services directly to any health maintenance organization, health insurance company or similar health insurance plan, owned or operated by a customer of the Company, during the twelve-month period preceding the termination outstanding capital stock of your employment with the Company, such customer (each, a “Competitor”). Notwithstanding this Section 14(b)(ii)(A), you may accept employment with a Competitor whose business is diversified, provided company) that (I) such employment is with a portion of the Competitor’s business that does not provide products directly or services that are the same as, are similar to, or compete indirectly competes with the Company’s products business or services (“Competing Products or Services”) and (II) prior to your acceptance of such employment with Competitor, the Company receives separate written assurances satisfactory to the Company from such Competitor and from you that you will not provide any Competing Products or Services; (B) approach, solicit, divert, interfere with, or take away, the business or patronage of any of its subsidiaries anywhere in the actual or prospective members, customers, or clients of the Company, for a purpose that is competitive with the BusinessUnited States; or (Cb) contact, recruit, Either alone or in association with others (i) solicit, hireor facilitate any organization with which the Executive is associated in soliciting, retainany 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 employ (whether engage as an employee, consultant, agent, independent contractor, or otherwise) facilitate any organization with which the Executive is associated in soliciting for employment, hire or engagement as an independent contractor, any person who is, was employed by the Company or who any of its subsidiaries at any time during the 6-month 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 prior to your date of termination had beenone year or longer); or (iii) solicit business from or perform services for any customer, employed supplier, licensee or engaged by business relation of the CompanySeller or the Company or any of their respective subsidiaries, or induce or take any action which is intended attempt to induce induce, any such person entity to terminate his or her employment or relationship, or otherwise cease his or her relationship, doing business with the Company, Company or interfere any of its subsidiaries; or in any manner way interfere with the contractual or employment relationship between any such entity and the Company and any employee of or any other person engaged by the Companyof its subsidiaries.

Non-Competition and Non-Solicitation. (ia) You agree Executive agrees and acknowledge acknowledges that the business (the “Business”) of the Company is any business activity engaged in, or actively contemplated by the Company (or any Subsidiary) to be engaged in, by the Company (or any Subsidiary) and with which you are Executive or were was involved on or prior to your date the Date of terminationTermination. (iib) You agree Executive agrees that, except as the Company expressly agrees in writing, during your employment with the Company and for the 12-month period following termination of your employment for any reasonRestricted Period (defined below), you Executive shall not within the Territory (defined below), directly or indirectly, as an owner, partner, affiliate, stockholder, joint venturer, director, employee, consultant, contractor, principal, trustee or licensor, or in any other similar capacity whatsoever, whatsoever of or for any person or entity (other than for the Company): (Ai) engage in, own, manage, operate, sell, finance, control, advise or participate in the ownership, management, operation, sales, finance or control of, be employed or employed by, or be connected in any manner with, any business that competes with (1i) the Business or (2ii) if you have Executive has provided services directly to any health maintenance organization, health insurance company or similar health insurance plan, owned or operated by a customer of the Company, during the twelve-month period preceding the termination of your employment with the CompanyRestricted Period, such customer (each, a “Competitor”). Notwithstanding this Section 14(b)(ii)(A4.2(b)(i), you Executive may accept employment with a Competitor whose business is diversified, provided that (IA) such employment is with a portion of the Competitor’s business that does not provide products or services that are the same as, are similar to, or compete with the Company’s products or services (“Competing Products or Services”) and (IIB) prior to your Executive’s acceptance of such employment with Competitor, the Company receives separate written assurances satisfactory to the Company from such Competitor and from you Executive that you Executive will not provide any Competing Products or Services; (Bii) approach, solicit, divert, interfere with, or take away, the business or patronage of any of the actual or prospective members, customers, or clients of the Company, with whom Executive had material Business-related contact and/or about which Executive had access to and/or knowledge of Confidential Information, for a purpose that is competitive with the Business; or (Ciii) contact, recruit, solicit, hire, retain, or employ solicit (whether as an employee, consultant, agent, independent contractor, or otherwise) any person who is, or who at any time during the 6-month six (6)-month period prior to your date the Date of termination Termination had been, employed or engaged by the Company, or induce or take any action which is intended to induce any such person to terminate his or her employment or relationship, or otherwise cease his or her relationship, with the Company, or interfere in any manner with the contractual or employment relationship between the Company and any employee of or any other person engaged by the Company.

Non-Competition and Non-Solicitation. (i) You agree The Executive acknowledges and acknowledge agrees that the business (nature of the “Business”) 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 is any business activity engaged inwithout drawing upon and utilizing information gained during employment with the Company. Accordingly, or actively contemplated by at all times during the Company (or any Subsidiary) to be engaged in, by the Company (or any Subsidiary) and with which you are or were involved on or prior to your date of termination. (ii) You agree that, except as the Company expressly agrees in writing, during your Executive’s employment with the Company and for the 12-month a period following termination of your employment three (3) years after termination, for any reason, you shall not within of such employment, the Territory (defined below)Executive will not, directly or indirectly, : (a) Engage in any business or enterprise (whether as an owner, partner, affiliate, stockholder, joint venturerofficer, director, employee, consultant, contractorinvestor, principallender or otherwise, trustee or licensor, or in any other similar capacity whatsoever, except as the holder of or for any person or entity (other not more than for the Company): (A) engage in, own, manage, operate, sell, finance, control, advise or participate in the ownership, management, operation, sales, finance or control of, be employed or employed by, or be connected in any manner with, any business that competes with one percent (1%) the Business or (2) if you have provided services directly to any health maintenance organization, health insurance company or similar health insurance plan, owned or operated by a customer of the Company, during the twelve-month period preceding the termination outstanding capital stock of your employment with the Company, such customer (each, a “Competitor”). Notwithstanding this Section 14(b)(ii)(A), you may accept employment with a Competitor whose business is diversified, provided company) that (I) such employment is with a portion of the Competitor’s business that does not provide products directly or services that are the same as, are similar to, or compete indirectly competes with the Company’s products business or services (“Competing Products or Services”) and (II) prior to your acceptance of such employment with Competitor, the Company receives separate written assurances satisfactory to the Company from such Competitor and from you that you will not provide any Competing Products or Services; (B) approach, solicit, divert, interfere with, or take away, the business or patronage of any of its subsidiaries anywhere in the actual United States, including but not limited to any business or prospective membersenterprise that develops, customersmanufactures, markets, or clients 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, for a purpose that is competitive with the Business; or (Cb) contact, recruit, Either alone or in association with others (i) solicit, hireor facilitate any organization with which the Executive is associated in soliciting, retainany 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 employ (whether engage as an employee, consultant, agent, independent contractor, or otherwise) facilitate any organization with which the Executive is associated in soliciting for employment, hire or engagement as a independent contractor, any person who is, was employed by the Company or who any of its subsidiaries at any time during the 6-month 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 prior to your date of termination had beenone year or longer); or (iii) solicit business from or perform services for any customer, employed supplier, licensee or engaged by business relation of the CompanySeller or the Company or any of their respective subsidiaries, or induce or take any action which is intended attempt to induce induce, any such person entity to terminate his or her employment or relationship, or otherwise cease his or her relationship, doing business with the Company, Company or interfere any of its subsidiaries; or in any manner way interfere with the contractual or employment relationship between any such entity and the Company and any employee of or any other person engaged by the Companyof its subsidiaries.

Non-Competition and Non-Solicitation. (i) You agree and acknowledge that While the business (the “Business”) of the Company Employee is any business activity engaged in, or actively contemplated employed by the Company (or any Subsidiary) to be engaged in, by the Company (or any Subsidiary) and with which you are or were involved on or prior to your date of termination. (ii) You agree that, except as the Company expressly agrees in writing, during your employment with the Company and for a period of twelve (12) months following the 12-month period following Employee’s termination or cessation of your employment for any reasonreason (voluntarily or involuntarily), you shall not within the Territory (defined below)Employee will not, directly or indirectly, : (a) Engage in any business or enterprise (whether as an owner, partner, affiliateofficer, stockholder, joint ventureremployee, director, employeeinvestor, lender, consultant, contractorindependent contractor or otherwise, principal, trustee or licensor, or in any other similar capacity whatsoever, except as the holder of or for any person or entity (other not more than for 1% of the combined voting power of the outstanding stock of a publicly held company) that is competitive with the Company): (A) engage in’s business, ownincluding, manage, operate, sell, finance, control, advise or participate in the ownership, management, operation, sales, finance or control of, be employed or employed by, or be connected in any manner withwithout limitation, any business or enterprise that competes develops, designs, produces, markets or sells any pharmaceutical product designed to treat cancer or renders any product or service competitive with any product or service developed, designed, produced, marketed or sold or planned to be developed, designed, produced, marketed or sold by the Company while the Employee was employed by the Company; (1b) Either alone or in association with others, recruit, solicit, hire or engage as an independent contractor, or attempt to recruit, solicit, hire or engage as an independent contractor, any person who was employed by the Business Company or (2) if you have provided services directly to engaged as an independent contractor for the Company at any health maintenance organization, health insurance company or similar health insurance plan, owned or operated by a customer time during the period of the Company, during the twelve-month period preceding the termination of your Employee’s employment with the Company, such customer (each, a “Competitor”). Notwithstanding this Section 14(b)(ii)(A), you may accept except for an individual whose employment with a Competitor whose business is diversified, provided that (I) such employment is with a portion of the Competitor’s business that does not provide products or services that are the same as, are similar to, or compete with the Company’s products or services (“Competing Products or Services”) and (II) prior to your acceptance of such employment with Competitor, service for the Company receives separate written assurances satisfactory to the Company from such Competitor and from you that you will not provide any Competing Products has been terminated for a period of six (6) months or Services;longer; and/or (Bc) approachEither alone or in association with others, service, solicit, divertdivert or take away, interfere withor attempt to service, solicit, divert or take away, the business or patronage of any of the actual clients, customers or accounts, or prospective membersclients, customerscustomers or accounts, or clients of the CompanyCompany that were contacted, for a purpose that is competitive solicited or served by the Employee while the Employee was employed by the Company or about which the Employee had access to Proprietary Information in the course of his/her employment with the Business; orCompany. (Cd) contactThe geographic scope of this Section 4 shall extend to anywhere the Company or any of its subsidiaries is doing business, recruithas done business or has plans to do business during the Employee’s employment. (e) If any restriction set forth in this Section 4 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 in too broad a geographic area, solicitit shall be interpreted to extend only over the maximum period of time, hirerange of activities or geographic area as to which it may be enforceable. (f) The Employee agrees that during the non-competition and non-solicitation period, retainthe Employee will give notice to the Company of each new job, contract assignment or employ other work (whether either as an employee, consultant, agent, independent contractor, contractor or otherwise) any person who is, or who the Employee plans to undertake at any time during the 6-month period least ten (10) business days prior to your date beginning any such activity. The notice shall state the name and address of termination had beenthe individual, employed corporation, association or engaged other entity or organization (the “Entity”) for whom such activity is undertaken and the Employee’s proposed business relationship or position with the Entity. The Employee further agrees to provide the Company with other pertinent information concerning such business activity as the Company may reasonably request in order to determine the Employee’s continued compliance with his/her obligations under this Agreement. During the non-competition and non-solicitation period, the Employee agrees to provide a copy of this Agreement to all person and Entities with whom the Employee seeks to be hired or do business before accepting employment or engagement with any of them. (g) If the Employee violates any of the provisions of this Section 4, the Employee shall continue to be held by the Company, or induce or take restrictions set forth in this Section 4 until a period equal to the period of restriction has expired without any action which is intended to induce any such person to terminate his or her employment or relationship, or otherwise cease his or her relationship, with the Company, or interfere in any manner with the contractual or employment relationship between the Company and any employee of or any other person engaged by the Companyviolation.

Non-Competition and Non-Solicitation. Consultant acknowledges that Company has invested substantial time, money and resources in the development and retention of its Inventions, Confidential Information (i) You including trade secrets), customers, accounts and business partners all of which constitute legitimate business interests of Company, and further acknowledges that during the course of Consultant’s employment with Company Consultant has had and will have access to Company’s Inventions and Confidential Information (including trade secrets), and will be introduced to existing and prospective customers, accounts and business partners of Company. Consultant acknowledges and agrees that any and all “goodwill” associated with any existing or prospective customer, account or business partner belongs exclusively to Company, including, but not limited to, any goodwill created as a result of direct or indirect contacts or relationships between Consultant and any existing or prospective customers, accounts or business partners. Additionally, the parties acknowledge and agree that Consultant possesses skills that are special, unique or extraordinary and acknowledge that the business (the “Business”) value of the Company is any business activity engaged independs upon his use of such skills on its behalf. In recognition of this, or actively contemplated by the Company (or any Subsidiary) to be engaged in, by the Company (or any Subsidiary) Consultant covenants and with which you are or were involved on or prior to your date of termination.agrees that: (iia) You agree thatDuring the Term, except as the Company expressly agrees in writing, during your employment with the Company and for the 12-month a period following termination of your employment for any reason, you shall not within the Territory (defined below), directly or indirectly, as an owner, partner, affiliate, stockholder, joint venturer, director, employee, consultant, contractor, principal, trustee or licensor, or in any other similar capacity whatsoever, of or for any person or entity (other than for the Company): (A) engage in, own, manage, operate, sell, finance, control, advise or participate in the ownership, management, operation, sales, finance or control of, be employed or employed by, or be connected in any manner with, any business that competes with one (1) year thereafter, Consultant may not, without the Business or (2) if you have provided services directly to any health maintenance organization, health insurance company or similar health insurance plan, owned or operated by a customer prior written consent of the President of Company, during the twelve-month period preceding the termination of your employment with the Company, such customer (each, a “Competitor”). Notwithstanding this Section 14(b)(ii)(A), you may accept employment with a Competitor whose business is diversified, provided that (I) such employment is with a portion of the Competitor’s business that does not provide products or services that are the same as, are similar to, or compete with the Company’s products or services (“Competing Products or Services”) and (II) prior to your acceptance of such employment with Competitor, the Company receives separate written assurances satisfactory to the Company from such Competitor and from you that you will not provide any Competing Products or Services; (B) approach, solicit, divert, interfere with, or take away, the business or patronage of any of the actual or prospective members, customers, or clients of the Company, for a purpose that is competitive with the Business; or (C) contact, recruit, solicit, hire, retain, or employ (whether as an employee, agent, servant, owner, partner, consultant, agent, independent contractor, representative, stockholder or otherwisein any other capacity whatsoever) participate in any person who is, business that offers products or who at services competitive in any time way to those offered by Company or that were under active development by Company during the 6-month Term. (b) During the Term, and for a period prior of one (1) year thereafter, Consultant may not entice, solicit or encourage any Company employee to your date leave the employ of termination had been, employed Company or engaged by the any independent contractor to sever its engagement with Company, absent prior written consent to do so from the Board. (c) During the Term, and for a period of one (1) year thereafter, Consultant may not, directly or induce indirectly, entice, solicit or take encourage any action which is intended customer or prospective customer of Company to induce any such person to terminate his or her employment or relationship, or otherwise cease his or her relationship, doing business with the Company, reduce its relationship with Company or interfere in any manner refrain from establishing or expanding a relationship with the contractual or employment relationship between the Company and any employee of or any other person engaged by the Company.

Non-Competition and Non-Solicitation. (i) You agree and acknowledge that the business (the “Business”) of the Company is any business activity engaged in, or actively contemplated by the Company (or any Subsidiary) to be engaged in, by the Company (or any Subsidiary) and with which you are or were involved on or prior to the your date of termination. (ii) You agree that, except as the Company expressly agrees in writing, during your employment with the Company and for the 12-month period following termination of your employment for any reason, you shall not within the Territory (defined below), directly or indirectly, as an owner, partner, affiliate, stockholder, joint venturer, director, employee, consultant, contractor, principal, trustee or licensor, or in any other similar capacity whatsoever, whatsoever of or for any person or entity (other than for the Company): (A) engage in, own, manage, operate, sell, finance, control, advise or participate in the ownership, management, operation, sales, finance or control of, be employed or employed by, or be connected in any manner with, any business that competes with (1) the Business or (2) if you have provided services directly to any health maintenance organization, health insurance company or similar health insurance plan, owned or operated by a customer of the Company, during the twelve-month period preceding the termination of your employment with the Company, such customer (each, a “Competitor”). Notwithstanding this Section 14(b)(ii)(A11(b)(ii)(A), you may accept employment with a Competitor whose business is diversified, provided that (I) such employment is with a portion of the Competitor’s business that does not provide products or services that are the same as, are similar to, or compete with the Company’s products or services (“Competing Products or Services”) and (II) prior to your acceptance of such employment with Competitor, the Company receives separate written assurances satisfactory to the Company from such Competitor and from you that you will not provide any Competing Products or Services; (B) approach, solicit, divert, interfere with, or take away, the business or patronage of any of the actual or prospective members, customers, or clients of the Company, for a purpose that is competitive with the Business; or (C) contact, recruit, solicit, hire, retain, or employ (whether as an employee, consultant, agent, independent contractor, or otherwise) any person who is, or who at any time during the 6-month period prior to your date of termination had been, employed or engaged by the Company, or induce or take any action which is intended to induce any such person to terminate his or her employment or relationship, or otherwise cease his or her relationship, with the Company, or interfere in any manner with the contractual or employment relationship between the Company and any employee of or any other person engaged by the Company.

Non-Competition and Non-Solicitation. During the period commencing as of the date hereof and until the fifth anniversary of the Closing Date (i) You agree and acknowledge that the business (such period, the “BusinessNon-compete Term”) ), each member of the Company is any business activity engaged inSenior Management hereby agrees that such Person will not, or actively contemplated to the extent permitted by the Company (or any Subsidiary) to be engaged in, by the Company (or any Subsidiary) and with which you are or were involved on or prior to your date of termination. (ii) You agree that, except as the Company expressly agrees in writing, during your employment with the Company and for the 12-month period following termination of your employment for any reason, you shall not within the Territory (defined below)applicable laws, directly or indirectly, engage in, or have any interest in, any Person, firm, corporation, or business (whether as an ownerexecutive, partner, affiliate, stockholder, joint venturerofficer, director, employeeagent, security holder, consultant, contractor, principal, trustee investor or licensorsimilar position) that engages in a Competitive Business, or in otherwise interfere with the business of the Company or any Company Affiliates, including without limitation: (a) either on his own behalf or on behalf of any other Person, solicit business similar capacity whatsoeverto the Business from any customer, of or for any person or entity (other than for the Company): (A) engage insupplier, own, manage, operate, sell, finance, control, advise or participate in the ownership, management, operation, sales, finance or control distributor of, be employed or employed by, or be connected a Person in any manner a similar commercial relationship with, any business that competes with (1) the Business or (2) if you have provided services directly to any health maintenance organization, health insurance company or similar health insurance plan, owned or operated by a customer of the Company, during the twelve-month period preceding the termination of your employment with the Company, such customer (each, a “Competitor”). Notwithstanding this Section 14(b)(ii)(A), you may accept employment with a Competitor whose business is diversified, provided that (I) such employment is with a portion of the Competitor’s business that does not provide products or services that are the same as, are similar to, or compete with the Company’s products or services (“Competing Products or Services”) and (II) prior to your acceptance of such employment with Competitor, the Company receives separate written assurances satisfactory to the or Company from such Competitor and from you that you will not provide any Competing Products or Services; (B) approach, solicit, divert, interfere with, or take away, the business or patronage of any of the actual or prospective members, customers, or clients of the Company, for a purpose that is competitive with the BusinessAffiliates; or (Cb) contact, recruiteither on his own behalf or on behalf of any other Person, solicit, hire, retain, employ or employ (whether otherwise engage as an employee, consultant, agent, independent contractor, or otherwise) otherwise any person Person who isis and was, or who at any time during the 6-month period one year prior to your date such solicitation, employment or engagement, an employee of termination had been, employed the Company or engaged by the CompanyCompany Affiliates, or induce or take in any action which is intended to manner induce any such person employee of the Company or Company Affiliates to terminate his or her employment therewith; Notwithstanding the foregoing paragraphs of this Section: (i) Each member of the Senior Management may own, as an investor, holdings as part of a portfolio investment through mutual funds or relationshipother funds pooling investments in different corporations (the stock of which is publicly traded) some of which may be engaging in a Competitive Business, or otherwise cease in each case when any and all the investment and voting decisions with respect to such voting stock are made by unaffiliated third party fund managers; (ii) Each member of the Senior Management may continue his or her relationshipinvolvement as a shareholder, with officer and/or director of the Companyentities as set forth in the Disclosure Schedules to the Notes Purchase Agreement, or interfere in any manner with which represents the contractual or employment relationship between the Company and any employee of or any other person engaged pre-existing relationships disclosed by the Company; and (iii) Each member of the Senior Management may serve as a shareholder, director or officer of any entity that is not engaged in a Competitive Business.

Non-Competition and Non-Solicitation. (i) You agree In order to protect the confidential information, business, and acknowledge that the business (the “Business”) goodwill of the Company is any business activity engaged inCompany, or actively contemplated and due to the special, unique and extraordinary services provided by the Company (or any Subsidiary) to be engaged inExecutive, by the Company (or any Subsidiary) and with which you are or were involved on or prior to your date of termination. (ii) You agree Executive agrees that, except as during the Company expressly agrees in writingExecutive’s employment, during your employment with the Company and for a period of six (6) months after separation from employment, the 12-month period following termination Executive will not, on behalf of your employment for any reason, you shall not within person or entity other than the Territory (defined below)Company, directly or indirectly, as an owner, partner, affiliate, stockholder, joint venturer, director, employee, consultant, contractor, principal, trustee or licensor, or in any other similar capacity whatsoever, of or for any person or entity (other than for the Company):: (Ai) engage inin a competitive capacity and in or from the geographic area in which the Company operates, own, manage, operate, sellcontrol, finance, control, advise operate or participate in the ownership, management, operation, sales, finance management or control operation of, be employed or employed byact as an agent, consultant, or be connected in any manner employed with, any business that competes with engaged in the development, production, marketing, sale or servicing of rechargeable, lithium-ion batteries and/or battery systems for energy storage (1the “Competitive Business”); provided, however, after the Date of Termination the Executive may be employed by or serve on the board of directors of any entity who engages in the Competitive Business as long as (A) the revenue generated by the entity and related to the Competitive Business or (2) if you have provided services directly to any health maintenance organization, health insurance company or similar health insurance plan, owned or operated by a customer is less than 5% of the Company, during total revenue of such entity and (B) the twelve-month period preceding Executive has no involvement in such entity’s Competitive Business. The Executive further agrees that the termination Executive will not assist in the research and development of your products where such research and development would be aided by the confidential information learned in the course of the Executive’s employment with the Company, such customer (each, a “Competitor”). Notwithstanding this Section 14(b)(ii)(A), you may accept employment Company or which compete with a Competitor whose business is diversified, provided that (I) such employment is with a portion those products or services of the Competitor’s business that does not Competitive Business; (ii) provide or offer to provide products or services that are the same as, are similar to, or compete with the Company’s products or services of the Competitive Business to: (“Competing Products or Services”A) and any customer of the Company; (IIB) prior to your acceptance any customer of such employment with Competitor, the Company receives separate written assurances satisfactory with whom the Executive has had contact in furtherance of the provision of or the offer to provide Company products or services or over which the Executive has had responsibility during the last two years of employment; (C) any prospective customer with whom the Executive has had contact (either directly or indirectly) in furtherance of the provision of or the offer to provide Company from such Competitor and from you that you will not provide products or services or over which the Executive had responsibility during the Executive’s last two years of employment; or (D) any Competing Products customer or Servicesprospective customer about whom the Executive has obtained confidential information; (Biii) approach, solicit, divert, interfere with, request or take away, the business or patronage of advise any of the actual or prospective members, customers, or clients customer of the Company, for a purpose that is competitive or any person or entity having business dealings with the BusinessCompany, to withdraw, curtail, or cease such business with the Company; or (Civ) contact, recruitencourage, solicit, hire, retaininduce, or employ attempt to encourage, solicit or induce any other employee, agent or representative of the Company to leave his/her employment (whether as or terminate his/her relationship) with the Company or hire or attempt to hire for any competitor or other person, in a competitive or any other business, any person who is an employee, consultant, agent, independent contractor, agent or otherwise) any person who is, representative of the Company at such time (or who was an employee, agent or representative of the Company at any time during within the 6-month period prior preceding 180 days). The parties expressly agree that the terms of this Section 8(d) are reasonable, enforceable, and necessary to your date of termination had been, employed or engaged protect the Company’s interests and to prevent unfair competition by the CompanyExecutive. The parties further agree that the restricted period of time set forth herein (i.e., or induce or take any action which six (6) months) is intended to induce any such person to terminate his or her employment or relationship, or otherwise cease his or her relationship, with the Company, or interfere in any manner with the contractual or employment relationship between a material term of this Agreement and that the Company is entitled to the Executive’s compliance with these terms during that full period of time. Therefore, the Executive agrees that the restricted period of time will be tolled during any period of noncompliance and any employee that if the Company is required to seek injunctive relief or other relief, the restricted period of or any other person engaged by time set forth herein will not commence until the CompanyExecutive is in compliance with this Section 8(d). The Executive also agrees that this Section 8(d) does not affect the Executive’s ability to earn a livelihood.

Non-Competition and Non-Solicitation. (ia) You agree Executive agrees and acknowledge acknowledges that the business (the “Business”) of the Company is any business activity engaged in, or actively contemplated by the Company (or any Subsidiary) to be engaged in, by the Company (or any Subsidiary) and with which you are Executive or were was involved on or prior to your date the Date of terminationTermination. (iib) You agree Executive agrees that, except as the Company expressly agrees in writing, during your employment with the Company and for the 12-month period following termination of your employment for any reasonRestricted Period (defined below), you Executive shall not within the Territory (defined below), directly or indirectly, as an owner, partner, affiliate, stockholder, joint venturer, director, employee, consultant, contractor, principal, trustee or licensor, or in any other similar capacity whatsoever, whatsoever of or for any person or entity (other than for the Company): (Ai) engage in, own, manage, operate, sell, finance, control, advise or participate in the ownership, management, operation, sales, finance or control of, be employed or employed by, or be connected in any manner with, any business that competes with (1) the Business or (2) if you have provided services directly to any health maintenance organization, health insurance company or similar health insurance plan, owned or operated by a customer of the Company, during the twelve-month period preceding the termination of your employment with the Company, such customer (each, a “Competitor”). Notwithstanding this Section 14(b)(ii)(A4.2(b)(i), you Executive may accept employment with a Competitor whose business is diversified, provided that (IA) such employment is with a portion of the Competitor’s business that does not provide products or services that are the same as, are similar to, or compete with the Company’s products or services (“Competing Products or Services”) ); and (IIB) prior to your Executive’s acceptance of such employment with Competitor, the Company receives separate written assurances satisfactory to the Company from such Competitor and from you Executive that you Executive will not provide any Competing Products or Services; (Bii) approach, solicit, divert, interfere with, or take away, the business or patronage of any of the actual or prospective members, customers, or clients of the Company, with whom Executive had material Business-related contact and/or about which Executive had access to and/or knowledge of Confidential Information, for a purpose that is competitive with the Business; or (Ciii) contact, recruit, solicit, hire, retain, or employ solicit (whether as an employee, consultant, agent, independent contractor, or otherwise) any person who is, or who at any time during the 6-month six (6)-month period prior to your date the Date of termination Termination had been, employed or engaged by the Company, or induce or take any action which is intended to induce any such person to terminate his or her employment or relationship, or otherwise cease his or her relationship, with the Company, or interfere in any manner with the contractual or employment relationship between the Company and any employee of or any other person engaged by the Company.

Non-Competition and Non-Solicitation. (i) You agree During the period commencing upon the Effective Date and acknowledge that ending on the business (the “Business”) 18-month anniversary of the Company is any business activity engaged in, or actively contemplated by termination of the Company (or any Subsidiary) to be engaged in, by the Company (or any Subsidiary) and with which you are or were involved on or prior to your date of termination. (ii) You agree that, except as the Company expressly agrees in writing, during your Executive’s employment with the Company, the Executive shall not, as an employee, employer, stockholder, officer, director, partner, associate, consultant or other independent contractor, advisor, proprietor, lender, or in any other manner or capacity (other than with respect to the Executive’s services to the Company and for the 12-month period following termination of your employment for any reason, you shall not within the Territory (defined belowAffiliated Group), directly or indirectly, as an owner, partner, affiliate, stockholder, joint venturer, director, employee, consultant, contractor, principal, trustee or licensor: (i) perform services for, or in otherwise have any other similar capacity whatsoever, of or for any person or entity (other than for the Company): (A) engage in, own, manage, operate, sell, finance, control, advise or participate in the ownership, management, operation, sales, finance or control of, be employed or employed by, or be connected in any manner involvement with, any business that unit of a person, where such business unit competes directly or indirectly with any member of the Company Affiliated Group by (1x) the Business owning or operating broadband or mobile communications networks for telephone, mobile telephone, cable television or internet services, (y) providing mobile telephone, fixed line telephone, television or internet services or (2z) if you have provided owning, operating or providing any content-generation services directly to any health maintenance organizationor television channels, health insurance company or similar health insurance plan, owned or operated by a customer of in each case principally in the Company, during United Kingdom (the twelve-month period preceding the termination of your employment with the Company, such customer (each, a “CompetitorCore Businesses”). Notwithstanding ; provided, however, that this Section 14(b)(ii)(A), you may accept employment with a Competitor whose business is diversified, provided that (I) such employment is with a portion Agreement shall not prohibit the Executive from owning up to 1% of the Competitor’s business that does not provide products any class of equity securities of one or services that are the same as, are similar to, or compete with the Company’s products or services (“Competing Products or Services”) and (II) prior to your acceptance of such employment with Competitor, the Company receives separate written assurances satisfactory to the Company from such Competitor and from you that you will not provide any Competing Products or Servicesmore publicly traded companies; (Bii) approach, solicit, divert, interfere withhire any individual who is, or take awaywithin the six months prior to the Executive’s termination was, the business or patronage an employee of any member of the actual or prospective members, customers, or clients Company Affiliated Group whose base salary at the time of hire exceeded £65,000 per year and with whom the Company, for Executive had direct contact (other than on a purpose that is competitive with the Businessde minimis basis); or (Ciii) contact, recruit, solicit, hirein competition with any member of the Company Affiliated Group in the Core Businesses, retainany business, or employ order of business from any person that the Executive knows was a current or prospective customer of any member of the Company Affiliated Group during the Executive’s employment and with whom the Executive had contact; provided, that, notwithstanding the foregoing, the Executive shall not be deemed to be in violation of clause (whether i) or clause (iii) of the foregoing by virtue of (i) rejoining Fried, Frank, Harris, Xxxxxxx & Xxxxxxxx LLP (or any of its successors or affiliates) as a partner, member or employee, and acting in such capacity or (ii) acting as an attorney (as partner, shareholder, member or employee) or vice president, consultant, agent, independent contractor, director or otherwise) any person who is, managing director or who in a similar position at any time during other law firm, investment banking firm or consulting firm, institutional investor or similar entity, in each case so long as the 6-month period prior Executive takes reasonable steps to your date insulate himself from the businesses and activities of termination had been, employed or engaged by the Company, or induce or take any action which is intended to induce any such person to terminate his or her employment or relationship, or otherwise cease his or her relationship, entity that compete with the Company, or interfere Core Businesses during any period that this Section 9(b) is in any manner with the contractual or employment relationship between the Company and any employee of or any other person engaged by the Companyeffect.

Non-Competition and Non-Solicitation. (i) You agree In order to protect the confidential information, business, and acknowledge that the business (the “Business”) goodwill of the Company is any business activity engaged inCompany, or actively contemplated and due to the special, unique and extraordinary services provided by the Company (or any Subsidiary) to be engaged inConsultant, by the Company (or any Subsidiary) and with which you are or were involved on or prior to your date of termination. (ii) You agree Consultant agrees that, except as during the Company expressly agrees in writingConsultant’s employment, during your employment with the Company and for a period of six (6) months after separation from employment, the 12-month period following termination Consultant will not, on behalf of your employment for any reason, you shall not within person or entity other than the Territory (defined below)Company, directly or indirectly, as an owner, partner, affiliate, stockholder, joint venturer, director, employee, consultant, contractor, principal, trustee : i. in a competitive capacity and in or licensor, or from the geographic area in any other similar capacity whatsoever, of or for any person or entity (other than for which the Company): (A) engage inCompany operates, own, manage, operate, sellcontrol, finance, control, advise operate or participate in the ownership, management, operation, sales, finance management or control operation of, be employed or employed byact as an agent, consultant, or be connected in any manner employed with, any business that competes with engaged in the development, production, marketing, sale or servicing of rechargeable, lithium-ion batteries and/or battery systems for energy storage (1the “Competitive Business”); provided, however, after the Date of Termination the Consultant may be employed by or serve on the board of directors of any entity who engages in the Competitive Business as long as (A) the revenue generated by the entity and related to the Competitive Business or (2) if you have provided services directly to any health maintenance organization, health insurance company or similar health insurance plan, owned or operated by a customer is less than 5% of the Company, during total revenue of such entity and (B) the twelve-month period preceding Consultant has no involvement in such entity’s Competitive Business. The Consultant further agrees that the termination Consultant will not assist in the research and development of your products where such research and development would be aided by the confidential information learned in the course of the Consultant’s employment with the Company, such customer (each, a “Competitor”). Notwithstanding this Section 14(b)(ii)(A), you may accept employment Company or which compete with a Competitor whose business is diversified, provided that (I) such employment is with a portion those products or services of the Competitor’s business that does not Competitive Business; ii. provide or offer to provide products or services that are the same as, are similar to, or compete with the Company’s products or services of the Competitive Business to: (“Competing Products or Services”A) and (II) prior to your acceptance any customer of such employment with Competitor, the Company receives separate written assurances satisfactory to the Company from such Competitor and from you that you will not provide any Competing Products or Services; Company; (B) approach, solicit, divert, interfere with, or take away, the business or patronage of any customer of the actual Company with whom the Consultant has had contact in furtherance of the provision of or the offer to provide Company products or services or over which the Consultant has had responsibility during the last two years of employment; (C) any prospective customer with whom the Consultant has had contact (either directly or indirectly) in furtherance of the provision of or the offer to provide Company products or services or over which the Consultant had responsibility during the Consultant’s last two years of employment; or (D) any customer or prospective members, customers, customer about whom the Consultant has obtained confidential information; (iii) request or clients advise any customer of the Company, for a purpose that is competitive with the Business; or (C) contact, recruit, solicit, hire, retain, or employ (whether as an employee, consultant, agent, independent contractor, or otherwise) any person who is, or who at any time during the 6-month period prior to your date of termination had been, employed or engaged by the Company, or induce or take any action which is intended to induce any such person to terminate his or her employment or relationship, or otherwise cease his or her relationship, entity having business dealings with the Company, to withdraw, curtail, or interfere in any manner cease such business with the contractual Company; or employment relationship between (iv) encourage, solicit, induce, or attempt to encourage, solicit or induce any other employee, agent or representative of the Company and to leave his/her employment (or terminate his/her relationship) with the Company or hire or attempt to hire for any employee of competitor or other person, in a competitive or any other business, any person engaged who is an employee, agent or representative of the Company at such time (or who was an employee, agent or representative of the Company at any time within the preceding 180 days). The parties expressly agree that the terms of this Section 4(d) are reasonable, enforceable, and necessary to protect the Company’s interests and to prevent unfair competition by the CompanyConsultant. The parties further agree that the restricted period of time set forth herein (i.e., six (6) months) is a material term of this Agreement and that the Company is entitled to the Consultant’s compliance with these terms during that full period of time. Therefore, the Consultant agrees that the restricted period of time will be tolled during any period of noncompliance and that if the Company is required to seek injunctive relief or other relief, the restricted period of time set forth herein will not commence until the Consultant is in compliance with this Section 4(d). The Consultant also agrees that this Section 4 (d) does not affect the Consultant’s ability to earn a livelihood.

Non-Competition and Non-Solicitation. (i) You agree and acknowledge that the business (the “Business”) In consideration of the Company is any business activity engaged inpromises contained herein and the Grantee’s access and exposure to Confidential and Proprietary Information provided to the Grantee, or actively contemplated by and other good and valuable consideration, the Company (or any Subsidiary) to be engaged inreceipt and sufficiency of which are acknowledged, by the Company (or any Subsidiary) and with which you are or were involved on or prior to your date of termination. (ii) You agree that, except as Grantee agrees that during the Company expressly agrees in writing, during your employment with the Company Grantee’s Service and for the 12-month period Restraint Period following the termination of your employment the Grantee’s Service for any reason, you the Grantee shall not, on behalf of the Grantee or on behalf of or in conjunction with any other person, entity or organization other than the Company, whether as an agent or otherwise: (a) Contact, provide unsolicited advice to, solicit, attempt to take away business where a customer or client has not within the Territory (defined below)made contact of their own free-will, divert business, and/or influence or attempt to influence, either directly or indirectly, as an ownerany customers, partnerclients, affiliateand/or patrons or prospective customers, stockholder, joint venturer, director, employee, consultant, contractor, principal, trustee clients and/or patrons of the Company Group with whom the Grantee directly performed any services or licensor, or in had any other similar capacity whatsoever, direct business contact within the last 12 months of or for any person or entity (other than for their employment with the Company): ; (Ab) engage inIn the Restraint Area, owncontact, manageprovide unsolicited advice to, operatesolicit, sellattempt to take away business where a customer or client has not made contact of their own free-will, financedivert business, controland/or influence or attempt to influence, advise either directly or participate in indirectly, any customers, clients, and/or patrons or prospective customers, clients and/or patrons of the ownership, management, operation, sales, finance Company Group whose entity- or control of, be employed or employed by, or be connected in any manner other customer- specific information the Grantee had direct access to and contact with, any business that competes with (1) within the Business or (2) if you have provided services directly to any health maintenance organization, health insurance company or similar health insurance plan, owned or operated by a customer last 12 months of the Company, during the twelve-month period preceding the termination of your their employment with the Company, such customer (each, as a “Competitor”). Notwithstanding this Section 14(b)(ii)(A), you may accept employment with a Competitor whose business is diversified, provided that (I) such employment is with a portion result of the CompetitorGrantee’s business that does not provide products access to Company Confidential and Proprietary Information; (c) Solicit or services that are the same asinduce, are similar toeither directly or indirectly, or compete with the Company’s products or services (“Competing Products or Services”) and (II) prior to your acceptance any employee of such employment with Competitor, the Company receives separate written assurances satisfactory Group with whom the Grantee had a business relationship and/or dealings to leave the employ of the Company from such Competitor and from you that you will not provide any Competing Products Group or Services; (B) approach, solicit, divert, interfere with, become employed with or take away, the business or patronage of any of the actual or prospective members, customers, or clients of the Company, for a purpose that is competitive with the Business; or (C) contact, recruit, solicit, hire, retain, or employ (whether as an employee, consultant, agent, independent contractor, or otherwise) any person who is, or who at any time during the 6-month period prior to your date of termination had been, employed or otherwise engaged by any person, entity or organization other than the Company, or induce Company Group; or take any action which is intended to induce assist any such person to terminate his or her employment or relationship, or otherwise cease his or her relationship, with the Company, or interfere in any manner with the contractual or employment relationship between the Company and any employee of subsequent employer or any other person person, entity or organization, either directly or indirectly, in soliciting or inducing any Company employee to leave the employ of the Company Group become employed with or otherwise engaged by any person, entity or organization other than the Company.Company Group; or hire or employ, or assist in the hiring or employment of, either directly or indirectly, any individual employed by the Company Group;

Non-Competition and Non-Solicitation. 7.1. Subject and in addition to Former Employee’s existing fiduciary duties as a former officer and employee of Tekelec to the extent such continues under applicable law after Former Employee’s Termination Date, provided that Tekelec has not breached any of the terms of this Agreement or any other currently existing written agreements between Tekelec and Former Employee, Former Employee agrees until the earlier of (i) You agree and acknowledge that the business (the “Business”) completion of the Company is any business activity engaged in, Severance Covered Period or actively contemplated by the Company (or any Subsidiary) to be engaged in, by the Company (or any Subsidiary) and with which you are or were involved on or prior to your date of termination. (ii) You agree that, except such date as the Company expressly agrees Tekelec may terminate this Agreement for default hereunder: (a) Not to engage in writing, during your employment with the Company and for the 12-month period following termination of your employment for any reason, you shall not within the Territory Competing Business Activity (as defined below), directly ) or indirectly, be associated with a Competing Business Entity (as defined below) as an owner, partner, affiliate, stockholder, joint venturerofficer, director, employee, principal, consultant, contractorlender, principalcreditor, trustee investor, agent or licensorotherwise for any corporation, partnership, company, agency, person, association or any other entity; provided, however, that nothing contained herein shall prevent Former Employee from owning not more than 5% of the common equity and not more than 5% of the voting power of, or lending not more than $25,000 to, any Competing Business Entity or any business engaged in a Competing Business Activity; provided, further, that for purposes of this agreement, any other equity ownership, voting control or lending activity of Former Employee shall be deemed to include that of (i) any family member or (ii) person or entity controlled by Former Employee; (b) Not to call upon or cause to be called upon, or solicit or assist in the solicitation of, in connection with any Competing Business Entity or Competing Business Activity, any entity, agency, person, firm, association, partnership or corporation that is a customer or account of Tekelec, currently and/or during the Severance Covered Period, for the purpose of selling, renting, leasing, licensing or supplying any product or service that is the same as, similar capacity whatsoeverto or competitive with the products or services then being sold or developed by Tekelec; (c) Not to enter into an employment or agency relationship with a Competing Business Entity or involving a Competing Business Activity with any person who, at the time of such entry, is an officer, director, employee, principal or agent of or for with respect to Tekelec; and (d) Not to induce or attempt to induce any person described in Section 7.1(c) to leave his employment, agency, directorship or office with Tekelec. 7.2. For purposes of this Section 7, a “Competing Business Activity” shall mean any business activity of a person or entity (other than for Tekelec) involving the Company): development, design, manufacture, distribution, marketing, licensing, renting, leasing or selling within the Territory (Aas defined below) engage in, own, manage, operate, sell, finance, control, advise or participate in the ownership, management, operation, sales, finance or control of, be employed or employed by, or be connected in any manner with, any business that competes with (1) the Business or (2) if you have provided of products and services directly to any health maintenance organization, health insurance company or similar health insurance plan, owned or operated by a customer of the Company, during the twelve-month period preceding the termination of your employment with the Company, such customer (each, a “Competitor”). Notwithstanding this Section 14(b)(ii)(A), you may accept employment with a Competitor whose business is diversified, provided that (I) such employment is with a portion of the Competitor’s business that does not provide products or services that which are the same as, are similar to, to or compete competitive with the Company’s products or services (“Competing Products of Tekelec then in existence or Services”) and (II) prior to your acceptance of such employment with Competitorunder development. For purposes hereof, the Company receives separate written assurances satisfactory Territory shall include: the United States of America; Canada; Central America; South America; Europe; Japan; Australia; Singapore; and any country in which Tekelec then distributes, markets, licenses, rents, leases or sells its products or services. An entity as a whole shall be deemed to be a Competing Business Entity if it has one or more business activities involving the Company development, design, manufacture, distribution, marketing, licensing, renting, leasing or selling directly or indirectly within the Territory of products or services which are the same as, similar to or competitive with products or services of Tekelec then being sold or under development and if and only if the revenues derived directly or indirectly from engaging in such Competitor and from you that you will not provide any Competing Products business activities by such entity represent either more than 3% of the entity’s revenues or Services; (B) approach, solicit, divert, interfere withat least $5 million in aggregate sales, or take away, the business or patronage of any of the actual or prospective members, customers, or clients of the Companyboth, for a purpose that is competitive with the Business; or (C) contact, recruit, solicit, hire, retain, or employ (whether as an employee, consultant, agent, independent contractor, or otherwise) any person who is, or who at any time during the 6then-preceding 12-month period prior period. 7.3. The parties acknowledge that the provisions and obligations set forth in this Section 7 are an integral part of this Agreement and that in the event Former Employee fails to your date of termination had been, employed or engaged abide by the Company, provisions or induce or take any action which is intended to induce any such person to terminate his or her employment or relationship, or otherwise cease his or her relationship, with the Company, or interfere in any manner with the contractual or employment relationship between the Company and any employee obligations of this Section 7 or any other person engaged term, provision or obligation of this Agreement, then Tekelec, in addition to any other rights or remedy it may have at law, in equity, by statute or otherwise, shall be excused from its payment obligations to Former Employee under the CompanySeverance Plan and this Agreement.

Non-Competition and Non-Solicitation. (i) You agree The Executive acknowledges that in the course of his employment with Saia and acknowledge its affiliates he has become, and in the course of his employment with Saia he will continue to become, familiar with Xxxx’x trade secrets and those of Xxxx’x affiliates and its customers and suppliers. Executive further acknowledges that his services are of special, unique and extraordinary value to Saia. Therefore, the business (the “Business”) of the Company is any business activity engaged in, or actively contemplated by the Company (or any Subsidiary) to be engaged in, by the Company (or any Subsidiary) and with which you are or were involved on or prior to your date of termination. (ii) You agree Executive agrees that, except during the Restricted Period (as the Company expressly agrees in writing, during your employment with the Company and for the 12-month period following termination of your employment for any reason, you shall not within the Territory (defined below), he shall not, either directly or indirectly, as an ownerfor himself or on behalf of or in conjunction with any other person, partnercompany, affiliatepartnership, stockholdercorporation, joint venturerbusiness, director, employee, consultant, contractor, principal, trustee or licensorgroup, or in any other similar capacity whatsoever, of or for any person or entity (other than for the Company): (A) engage in, own, manage, operate, sell, finance, control, advise or participate in the ownership, management, operation, sales, finance or control of, be employed or employed by, or be connected in any manner with, any business that competes with (1) the Business or (2) if you have provided services directly to any health maintenance organization, health insurance company or similar health insurance plan, owned or operated by a customer of the Company, during the twelve-month period preceding the termination of your employment with the Company, such customer (each, a “CompetitorPerson”). Notwithstanding this Section 14(b)(ii)(A)): (a) perform (as an officer, you may accept employment with a Competitor whose business is diversifieddirector, provided that (I) such employment is with a portion of the Competitor’s business that does not provide products or services that are the same asowner, are similar topartner, member, joint venturer, or compete with the Company’s products or services (“Competing Products or Services”) and (II) prior to your acceptance of such employment with Competitor, the Company receives separate written assurances satisfactory to the Company from such Competitor and from you that you will not provide any Competing Products or Services; (B) approach, solicit, divert, interfere with, or take away, the business or patronage of any of the actual or prospective members, customers, or clients of the Company, for in a purpose that is competitive with the Business; or (C) contact, recruit, solicit, hire, retain, or employ managerial capacity (whether as an employee, consultant, agent, independent contractor, or otherwise) consultant)), within the Territory, any person who isexecutive, managerial, sales, business planning, financial planning, or who marketing services that are the same or substantially similar to the services that he performed for Saia or an affiliate of Saia at any time during the 6-month period prior to your date last twelve (12) months of termination had beenhis employment for any business engaged in the Restricted Business (as defined below); (b) directly or indirectly solicit, employed or engaged by the Companycall upon, divert, or induce take away, or attempt to solicit, call upon, divert, or take away, for the purpose of competing with Saia in the Restricted Business, any action which is intended customer, supplier, or trading partner of Saia with or as to whom Executive had any business-related contact or acquired or had access to any Confidential Information or Trade Secrets of Saia or an affiliate of Saia at any time during the last twelve (12) months of his employment; (c) directly or indirectly solicit or attempt to solicit any employees, agents, or independent contractors of Saia or an affiliate of Saia with whom Executive had any business-related contact within the last twelve (12) months of his employment with Saia, without the prior written consent of Saia, in order to induce any such person them to terminate his or her their employment or relationshipto terminate or limit their agency or independent contractor agreement or relationship with Saia or an affiliate of Saia. (d) For purposes of Sections 11 and 12 of this Agreement: (i) References to the “Territory” shall mean the territory described in Exhibit B hereto, which Executive acknowledges and agrees is the territory in which Saia operates its business. Executive further acknowledges and agrees that he performs services for Saia, and calls on Xxxx’x customers, throughout the entire Territory. (ii) References to the “Restricted Business” shall mean the provision of regional, interregional and/or national less-than-truckload services. Executive acknowledges that Xxxx’x business may change over time and agrees that he will not unreasonably withhold consent to the modification of this definition resulting from such change. (iii) References to the “Restricted Period” shall mean the period of time Executive is employed by Saia or otherwise cease his an affiliate of Saia and a period of two years after the date the Executive ceases to be employed by Saia or her relationship, with the Company, or interfere in any manner with the contractual or employment relationship between the Company and any employee an affiliate of or any other person engaged by the CompanySaia.

Non-Competition and Non-Solicitation. (ia) You agree Executive agrees and acknowledge acknowledges that the business (the “Business”) of the Company is any business activity engaged in, or actively contemplated by the Company (or any Subsidiary) to be engaged in, by the Company (or any Subsidiary) and with which you are Executive or were was involved on or prior to your date the Date of terminationTermination. (iib) You agree Executive agrees that, except as the Company expressly agrees in writing, during your employment with the Company and for the 12-month period following termination of your employment for any reasonRestricted Period (defined below), you Executive shall not within the Territory (defined below), directly or indirectly, as an owner, partner, affiliate, stockholder, joint venturer, director, employee, consultant, contractor, principal, trustee or licensor, or in any other similar capacity whatsoever, whatsoever of or for any person or entity (other than for the Company): (Ai) engage in, own, manage, operate, sell, finance, control, advise or participate in the ownership, management, operation, sales, finance or control of, be employed or employed by, or be connected in any manner with, any business that competes with (1) the Business or (2) if you have provided services directly to any health maintenance organization, health insurance company or similar health insurance plan, owned or operated by a customer of the Company, during the twelve-month period preceding the termination of your employment with the Company, such customer (each, a “Competitor”). Notwithstanding this Section 14(b)(ii)(A4.2(b) (i), you Executive may accept employment with a Competitor whose business is diversified, provided that (IA) such employment is with a portion of the Competitor’s business that does not provide products or services that are the same as, are similar to, or compete with the Company’s products or services (“Competing Products or Services”) ); and (IIB) prior to your Executive’s acceptance of such employment with Competitor, the Company receives separate written assurances satisfactory to the Company from such Competitor and from you Executive that you Executive will not provide any Competing Products or Services; (Bii) approach, solicit, divert, interfere with, or take away, the business or patronage of any of the actual or prospective members, customers, or clients of the Company, with whom Executive had material Business-related contact and/or about which Executive had access to and/or knowledge of Confidential Information, for a purpose that is competitive with the Business; or (Ciii) contact, recruit, solicit, hire, retain, or employ solicit (whether as an employee, consultant, agent, independent contractor, or otherwise) any person who is, or who at any time during the 6-month six (6)-month period prior to your date the Date of termination Termination had been, employed or engaged by the Company, or induce or take any action which is intended to induce any such person to terminate his or her employment or relationship, or otherwise cease his or her relationship, with the Company, or interfere in any manner with the contractual or employment relationship between the Company and any employee of or any other person engaged by the Company.

Non-Competition and Non-Solicitation. (i) You agree and acknowledge The Executive acknowledges that the Company has invested substantial time, money and resources in the development and retention of its customers, accounts, business partners, Inventions, and other Confidential Information (including trade secrets), and further acknowledges that during the “Business”) course of the Company is any business activity engaged in, or actively contemplated by the Company (or any Subsidiary) to be engaged in, by the Company (or any Subsidiary) and with which you are or were involved on or prior to your date of termination. (ii) You agree that, except as the Company expressly agrees in writing, during your Executive's employment with the Company the Executive has had and will have access to the Company's Inventions and Confidential Information (including trade secrets), and will be introduced to existing and prospective customers, accounts and business partners of the Company. In recognition of this, the Executive covenants and agrees that: (a) During the Term, and for the 12-month a period following termination of your employment for any reason, you shall not within the Territory (defined below), directly or indirectly, as an owner, partner, affiliate, stockholder, joint venturer, director, employee, consultant, contractor, principal, trustee or licensor, or in any other similar capacity whatsoever, of or for any person or entity (other than for the Company): (A) engage in, own, manage, operate, sell, finance, control, advise or participate in the ownership, management, operation, sales, finance or control of, be employed or employed by, or be connected in any manner with, any business that competes with (1) the Business or two (2) if you have provided services directly to any health maintenance organizationyears thereafter, health insurance company or similar health insurance planthe Executive may not, owned or operated by a customer without the prior written consent of the Company, during the twelve-month period preceding the termination of your employment with the Company, such customer (each, a “Competitor”). Notwithstanding this Section 14(b)(ii)(A), you may accept employment with a Competitor whose business is diversified, provided that (I) such employment is with a portion of the Competitor’s business that does not provide products or services that are the same as, are similar to, or compete with the Company’s products or services (“Competing Products or Services”) and (II) prior to your acceptance of such employment with Competitor, the Company receives separate written assurances satisfactory to the Company from such Competitor and from you that you will not provide any Competing Products or Services; (B) approach, solicit, divert, interfere with, or take away, the business or patronage of any of the actual or prospective members, customers, or clients of the Company, for a purpose that is competitive with the Business; or (C) contact, recruit, solicit, hire, retain, or employ (whether as an employee, agent, servant, owner, partner, consultant, agent, independent contractor, representative, stockholder or otherwisein any other capacity whatsoever) participate in any person who isbusiness that offers products or services directly competitive with those offered by the Company (a "Business"). Notwithstanding the foregoing, the Executive shall be permitted to consult for or who at any time be employed by an entity engaging in a Business during the 6two year post-month employment non-competition period prior if he works for a independently-managed and operated subsidiary, affiliate or division of such entity that does not engage in a Business and does not perform any services for the aspects of such entity engaging in a Business. Nothing herein shall prevent the Executive from acquiring or owning 3% or less of any publicly-traded class of securities so long as the Executive holds such securities as a passive investment. (b) During the Term, and for a period of two (2) years thereafter, the Executive may not entice, solicit or encourage any Company employee to your date leave the employ of termination had been, employed the Company or engaged by the Company, or induce or take any action which is intended independent contractor to induce any such person to terminate his or her employment or relationship, or otherwise cease his or her relationship, sever its engagement with the Company, or interfere in any manner with the contractual or employment relationship between the Company and any employee of or any other person engaged by absent prior written consent to do so from the Company. (c) During the Term, and for a period of two (2) years thereafter, the Executive may not, directly or indirectly, entice, solicit or encourage any customer or prospective customer of the Company to cease doing business with the Company, reduce its relationship with the Company or refrain from establishing or expanding a relationship with the Company, absent prior written consent to do so from the Company.

Non-Competition and Non-Solicitation. 7.1 Non-Competition Xxxx covenants and agrees that, except on behalf of and for the benefit of the Corporations or its Subsidiaries, he shall not (without the prior written consent of the Corporations, such consent not to be unreasonably withheld), while in the employ of the Corporations and (a) where Xxxx is terminated by the Corporations for cause, during the Applicable Time Period or (b) where Xxxx is terminated by the Corporations other than for cause, during the relevant monthly period for which Xxxx received termination payments pursuant to Subsection 5.2(i) or (ii), either individually or in partnership or in conjunction with any Person as employee, employer, principal, agent, joint venture, partner, shareholder or other equity holder, independent contractor, licenser, licensee, franchiser, franchisee, distributor, consultant, supplier, trustee or by or through any corporations, companies, cooperative, partnership, trust entity with juridical personality, unincorporated association or in any other manner whatsoever: (i) You agree and acknowledge that the business (the “Business”) of the Company is any business activity engaged in, carry on or actively contemplated by the Company (or any Subsidiary) to be engaged in, by have any financial or other interest in or be otherwise commercially involved in any endeavor, activity or business, in all or part of the Company (Territory, which is substantially the same as, or any Subsidiary) and in competition with which you are or were involved on or prior to your date of termination.the Business; (ii) You agree that, except as the Company expressly agrees in writing, during your employment interfere or attempt to interfere with the Company and for Business or persuade or attempt to persuade any Customer, employee or supplier of the 12-month period following termination of your employment for any reason, you shall not within Corporations or their Subsidiaries to discontinue or alter such Person's relationship with the Territory Corporations or their Subsidiaries; (defined below), iii) directly or indirectly, as an ownercanvas, partnersolicit or attempt to solicit, affiliateaccept or supply goods or services to any Customer, stockholder, joint venturer, director, employee, consultant, contractor, principal, trustee or licensor, or in any other similar capacity whatsoever, except on behalf of or for any person or entity (other than and for the Company): (A) engage in, own, manage, operate, sell, finance, control, advise benefit of the Corporations or participate in its Subsidiaries except with respect to a business not the ownership, management, operation, sales, finance or control of, be employed or employed by, or be connected in any manner with, any business that competes with (1) the Business or (2) if you have provided services directly to any health maintenance organization, health insurance company same as or similar health insurance plan, owned or operated by a customer of the Company, during the twelve-month period preceding the termination of your employment with the Company, such customer (each, a “Competitor”). Notwithstanding this Section 14(b)(ii)(A), you may accept employment with a Competitor whose business is diversified, provided that (I) such employment is with a portion of the Competitor’s business that does not provide products or services that are the same as, are similar to, or compete with the Company’s products or services (“Competing Products or Services”) and (II) prior to your acceptance of such employment with Competitor, the Company receives separate written assurances satisfactory to the Company from such Competitor and from you that you will not provide any Competing Products or Services; (B) approach, solicit, divert, interfere with, or take away, the business or patronage of any of the actual or prospective members, customers, or clients of the Company, for a purpose that is competitive with the Corporations Business; or (Civ) contactemploy, recruit, solicit, hire, retain, offer employment to or employ (whether as an employee, consultant, agent, independent contractor, solicit the employment or otherwise) engagement of or otherwise entice away from the employment of the Corporations any person who is, or who individual employed by the Corporations at any time during the 6-month period prior to your date of termination had been, employed of Xxxx'x employment. 7.2 Exception Provided that nothing construed herein shall prohibit Xxxx from holding for investment purposes only up to 5% of the issued publicly traded or privately held shares of any companies engaged in a business the same as or similar to the Business presently carried on by the Company, or induce or take any action which is intended to induce any such person to terminate his or her employment or relationship, or otherwise cease his or her relationship, with the Company, or interfere in any manner with the contractual or employment relationship between the Company and any employee of or any other person engaged by the CompanyCorporations.

Non-Competition and Non-Solicitation. (ia) You agree and acknowledge that the business (the “Business”) Each of the Company is any business activity engaged inFounder and the Co-Founder undertakes and covenants to the Preferred Investors that, or actively contemplated by commencing from the Company date of this Agreement until two (or any Subsidiary2) years after the latest date on which he ceases to be engaged inan employee, by the Company a Shareholder (direct or indirect) or a Director of any SubsidiaryGroup Company, he shall not, either on his own account or through any of his Affiliate(s) and or in conjunction with which you are or were involved on or prior to your date behalf of termination. (ii) You agree that, except as the Company expressly agrees in writing, during your employment with the Company and for the 12-month period following termination of your employment for any reason, you shall not within the Territory (defined below)other Person, directly or indirectly, (i) be engaged with or employed by, invest in any manner in, or carry out any business that is the same or otherwise in direct competition with the business then operated by any Group Company, whether as an a shareholder, beneficial owner, partner, affiliate, stockholder, joint venturer, director, employee, consultantcreditor, contractordirector, principalofficer, trustee employee, agent, distributor, supplier or licensorotherwise (provided, however, that the foregoing restrictions shall not prohibit the Founder or in the Co-Founder from acquiring less than one percent (1%) of the outstanding share capital of any other similar capacity whatsoeverentity whose Equity Securities are listed for trading on a securities exchange), of (ii) provide advice or for any person or entity (other than for the Company): (A) engage in, own, manage, operate, sell, finance, control, advise or participate in the ownership, management, operation, sales, finance or control of, be employed or employed by, or be connected consultancy services in any manner withto any Person whose business or operations compete, directly or indirectly, with any of the Group Companies (the “Group Company Competitor”) or any Competitor, (iii) enter into any arrangement, agreement, or make any undertaking that may limit or prejudice the principal business of any Group Company, (iv) employ, solicit or entice away or attempt to employ, solicit or entice away any employee from any Group Company, or otherwise cause such employee to be hired by any Group Company Competitor or by any Competitor, (v) solicit or entice away or attempt to solicit or entice away from any Group Company, any business Person that competes is a customer, client, representative, agent, distributor or supplier of any Group Company, or (vi) use the name of any Group Company or any substantially similar name of any Group Company in such a way that may be confused with the name of such Group Company. (b) Each of the Founder and the Co-Founder undertakes and covenants to the Preferred Investors that he will use all reasonable efforts to procure that all of the Key Employee(s) of the Company will comply with the provisions of this Section 9.02. (c) Each of the Founder and the Co-Founder undertakes and covenants to the Preferred Investors that, during his employment by any Group Company and until one (1) year after the Business or (2) if you have provided services directly latest date on which he ceases to any health maintenance organization, health insurance company or similar health insurance plan, owned or operated by a customer of the Company, during the twelve-month period preceding the termination of your employment with the Company, such customer (each, a “Competitor”). Notwithstanding this Section 14(b)(ii)(A), you may accept employment with a Competitor whose business is diversified, provided that (I) such employment is with a portion of the Competitor’s business that does not provide products or services that are the same as, are similar to, or compete with the Company’s products or services (“Competing Products or Services”) and (II) prior to your acceptance of such employment with Competitor, the Company receives separate written assurances satisfactory to the Company from such Competitor and from you that you will not provide any Competing Products or Services; (B) approach, solicit, divert, interfere with, or take away, the business or patronage of any of the actual or prospective members, customers, or clients of the Company, for a purpose that is competitive with the Business; or (C) contact, recruit, solicit, hire, retain, or employ (whether as be an employee, consultanta Shareholder (direct or indirect) or a Director of any Group Company, agent, independent contractor, or otherwise) any person who is, or who at any time during all the 6-month period prior intellectual property developed by him in relation to your date of termination had been, employed or engaged the relevant Group Company shall be exclusively owned by the Company, or induce or take any action which is intended to induce any such person to terminate his or her employment or relationship, or otherwise cease his or her relationship, with the Company, or interfere in any manner with the contractual or employment relationship between the Company and any employee of or any other person engaged by the relevant Group Company.

Non-Competition and Non-Solicitation. (i) You agree and acknowledge The Executive acknowledges that the Company has invested substantial time, money and resources in the development and retention of its customers, accounts, business partners, Inventions and other Confidential Information (including trade secrets), and further acknowledges that during the “Business”) course of the Company is any business activity engaged in, or actively contemplated by the Company (or any Subsidiary) to be engaged in, by the Company (or any Subsidiary) and with which you are or were involved on or prior to your date of termination. (ii) You agree that, except as the Company expressly agrees in writing, during your Executive's employment with the Company the Executive has had and will have access to the Company's Inventions and Confidential Information (including trade secrets), and will be introduced to existing and prospective customers, accounts and business partners of the Company. In recognition of this, the Executive covenants and agrees that: (a) During the Term, and for the 12-month a period following termination of your employment for any reason, you shall not within the Territory (defined below), directly or indirectly, as an owner, partner, affiliate, stockholder, joint venturer, director, employee, consultant, contractor, principal, trustee or licensor, or in any other similar capacity whatsoever, of or for any person or entity (other than for the Company): (A) engage in, own, manage, operate, sell, finance, control, advise or participate in the ownership, management, operation, sales, finance or control of, be employed or employed by, or be connected in any manner with, any business that competes with (1) the Business or two (2) if you have provided services directly to any health maintenance organizationyears thereafter, health insurance company or similar health insurance planthe Executive may not, owned or operated by a customer without the prior written consent of the Company, during the twelve-month period preceding the termination of your employment with the Company, such customer (each, a “Competitor”). Notwithstanding this Section 14(b)(ii)(A), you may accept employment with a Competitor whose business is diversified, provided that (I) such employment is with a portion of the Competitor’s business that does not provide products or services that are the same as, are similar to, or compete with the Company’s products or services (“Competing Products or Services”) and (II) prior to your acceptance of such employment with Competitor, the Company receives separate written assurances satisfactory to the Company from such Competitor and from you that you will not provide any Competing Products or Services; (B) approach, solicit, divert, interfere with, or take away, the business or patronage of any of the actual or prospective members, customers, or clients of the Company, for a purpose that is competitive with the Business; or (C) contact, recruit, solicit, hire, retain, or employ (whether as an employee, agent, servant, owner, partner, consultant, agent, independent contractor, representative, stockholder or otherwisein any other capacity whatsoever) participate in any person who isbusiness that offers products or services directly competitive with those offered by the Company (a "Business"). Notwithstanding the foregoing, the Executive shall be permitted to consult for or who at any time be employed by an entity engaging in a Business during the 6two year post-month employment non-competition period prior if he works for a independently-managed and operated subsidiary, affiliate or division of such entity that does not engage in a Business and does not perform any services for the aspects of such entity engaging in a Business. Nothing herein shall prevent the Executive from acquiring or owning 3% or less of any publicly-traded class of securities so long as the Executive holds such securities as a passive investment. (b) During the Term, and for a period of two (2) years thereafter, the Executive may not entice, solicit or encourage any Company employee to your date leave the employ of termination had been, employed the Company or engaged by the Company, or induce or take any action which is intended independent contractor to induce any such person to terminate his or her employment or relationship, or otherwise cease his or her relationship, sever its engagement with the Company, or interfere in any manner with the contractual or employment relationship between the Company and any employee of or any other person engaged by absent prior written consent to do so from the Company. (c) During the Term, and for a period of two (2) years thereafter, the Executive may not, directly or indirectly, entice, solicit or encourage any customer or prospective customer of the Company to cease doing business with the Company, reduce its relationship with the Company or refrain from establishing or expanding a relationship with the Company, absent prior written consent to do so from the Company.

Non-Competition and Non-Solicitation. (ia) You agree Executive agrees and acknowledge acknowledges that the business (the “Business”) of the Company is any business activity engaged in, or actively contemplated by the Company (or any Subsidiary) to be engaged in, by the Company (or any Subsidiary) and with which you are Executive or were was involved on or prior to your date the Date of terminationTermination. (iib) You agree Executive agrees that, except as the Company expressly agrees in writing, during your employment with the Company and for the 12-month period following termination of your employment for any reasonRestricted Period (defined below), you Executive shall not within the Territory (defined below), directly or indirectly, as an owner, partner, affiliate, stockholder, joint venturer, director, employee, consultant, contractor, principal, trustee or licensor, or in any other similar capacity whatsoever, whatsoever of or for any person or entity (other than for the Company): (A) ): engage in, own, manage, operate, sell, finance, control, advise or participate in the ownership, management, operation, sales, finance or control of, be employed or employed by, or be connected in any manner with, the following entities, Poshmark, Tradesy, Rebag, Fashionfile, Vestiaire Collective, The Luxury Closet, Recurate, Crown & Caliber, Watchbox, StockX, GOAT, Trove and Depop and any company that is a direct competitor, e.g. primary business that competes with (1) the Business or (2) if you have provided services directly to any health maintenance organization, health insurance company or similar health insurance plan, owned or operated by a customer is resale of the Company, during the twelve-month period preceding the termination of your employment with the Company, such customer authenticated luxury goods (each, a “Competitor”). Notwithstanding this Section 14(b)(ii)(A5.2(b)(i), you Executive may accept employment with a Competitor whose business is diversified, provided that (I) such employment is with a portion of the Competitor’s business that does not provide products or services that are the same as, are similar to, or compete with the Company’s products or services (“Competing Products or Services”) and (II) so long as prior to your Executive’s acceptance of such employment with Competitor, the Company receives separate written assurances satisfactory to the Company from such Competitor and from you Executive that you Executive will not provide any Competing Products products or Services;services that: (Bi) approach, solicit, divert, interfere with, or take away, the business or patronage of any of the actual or prospective members, customers, or clients of the Company, with whom Executive had material Business-related contact and/or about which Executive had access to and/or knowledge of Confidential Information, for a purpose that is competitive with the Business; or (Cii) contact, recruit, solicit, hire, retain, or employ solicit (whether as an employee, consultant, agent, independent contractor, or otherwise) any person who is, or who at any time during the 6-month six (6)-month period prior to your date the Date of termination Termination had been, employed or engaged by the Company, or induce or take any action which is intended to induce any such person to terminate his or her employment or relationship, or otherwise cease his or her relationship, with the Company, or interfere in any manner with the contractual or employment relationship between the Company and any employee of or any other person engaged by the Company.

Non-Competition and Non-Solicitation. (a) Employee acknowledges that: (i) You agree and acknowledge that the business (the “Business”) Company's business, by virtue of the Company fact that it is any business activity engaged inInternet related, or is and will be actively contemplated by conducted throughout the Company (or any Subsidiary) to be engaged in, by the Company (or any Subsidiary) and with which you are or were involved on or prior to your date of termination. world; (ii) You agree that, except as Employee is one of a limited number of persons who will be developing the Company's business; (iii) Employee will occupy a position of trust and confidence with the Company expressly agrees and during the Employment Term will become familiar with the Company's trade secrets and other proprietary and confidential information concerning the Company and its business; (iv) the agreements and covenants contained in writing, during your this Section 9 are essential to protect the Company and the goodwill of its business and are a condition precedent to the Company entering into this Employment Agreement; (v) Employee's employment with the Company has special, unique and for extraordinary value to the 12-month period following termination Company and the Company would be irreparably damaged if Employee were to provide services to any person or entity in violation of your employment for any reasonthe provisions of this Employment Agreement; and (vi) Employee has means to support Employee and Employee's dependents other than by engaging in the Company's business, you or a business similar to the Company's business, and the provisions of this Section 9 will not impair such ability. (b) Employee shall not within not, during the Territory Restricted Period (as defined below), directly or indirectly, indirectly (whether as an owner, partner, affiliateshareholder, stockholderagent, joint venturerofficer, director, employee, independent contractor, consultant, contractoror otherwise): (i) without the prior consent of the Board, principalown, trustee operate, manage, control, invest in, perform services for, or licensorengage or participate in any manner in, or render services (alone or in association with any person or entity) or otherwise assist any person or entity that engages in or owns, invests in, operates, manages or controls any venture or enterprise that engages or proposes to engage in a business competitive with the Company's business (A) if such venture or enterprise engages or proposes to engage in such business within the United States and/or Canada, or (B), since the Company's business is Internet-related and, thus, worldwide, if such venture's or enterprise's services or products are or can be made available in the United States and/or Canada; (ii) without the prior consent of the Board, except on behalf of the Company, solicit, or participate as employee, agent, consultant, stockholder, director, partner or in any other similar capacity whatsoeverindividual or representative capacity, in any business which solicits business from any person, firm, corporation or other entity which was a customer, supplier or partner of the Company or any of its Affiliates during the Employment Term or for whom the Company or any person or entity (other than for the Company): (A) engage in, own, manage, operate, sell, finance, control, advise or participate in the ownership, management, operation, sales, finance or control of, be employed or employed by, or be connected in any manner with, any business that competes with (1) the Business or (2) if you have provided services directly of its Affiliates has negotiated to any health maintenance organization, health insurance company or similar health insurance plan, owned or operated by a customer of the Company, during the twelve-month period preceding the termination of your employment with the Company, such customer (each, a “Competitor”). Notwithstanding this Section 14(b)(ii)(A), you may accept employment with a Competitor whose business is diversified, provided that (I) such employment is with a portion of the Competitor’s business that does not provide products or services that are during the same as, are similar toEmployment Period, or compete with the Company’s products from any successor in interest to any such person, firm, corporation or services (“Competing Products or Services”) and (II) prior to your acceptance of such employment with Competitor, the Company receives separate written assurances satisfactory to the Company from such Competitor and from you that you will not provide any Competing Products or Services;other entity; or (Biii) approachwithout the prior written consent of the Board, solicit, divert, interfere with, solicit or take away, assist anyone else in the business or patronage solicitation of any of the actual or prospective members, customers, or clients of the Company, for a purpose that is competitive 's then current employees to terminate their employment with the Business; or (C) contactCompany and become employed by any business enterprise with which Employee may then be associated, recruit, solicit, hire, retain, or employ (whether as an employee, consultant, agent, independent contractor, or otherwise) any person who is, or who at any time during the 6-month period prior to your date of termination had been, employed or engaged by the Company, or induce or take any action which is intended to induce any such person to terminate his or her employment or relationshipaffiliated, or otherwise cease his or her relationship, with the Company, or interfere in any manner with the contractual or employment relationship between the Company and any employee of or any other person engaged by the Companyconnected.

Non-Competition and Non-Solicitation. (i) You agree In order to protect the confidential information, business, and acknowledge that the business (the “Business”) goodwill of the Company is any business activity engaged inCompany, or actively contemplated and due to the special, unique and extraordinary services provided by the Company (or any Subsidiary) to be engaged inExecutive, by the Company (or any Subsidiary) and with which you are or were involved on or prior to your date of termination. (ii) You agree Executive agrees that, except as during the Company expressly agrees in writingExecutive’s employment, during your employment with the Company and for a period of twelve months after separation from employment, the 12-month period following termination Executive will not, on behalf of your employment for any reason, you shall not within person or entity other than the Territory (defined below)Company, directly or indirectly, as an owner, partner, affiliate, stockholder, joint venturer, director, employee, consultant, contractor, principal, trustee or licensor, or in any other similar capacity whatsoever, of or for any person or entity (other than for the Company):: (Ai) engage inin a competitive capacity and in or from the geographic area in which the Company operates, own, manage, operate, sellcontrol, finance, control, advise operate or participate in the ownership, management, operation, sales, finance management or control operation of, be employed or employed byact as an agent, consultant, or be connected in any manner employed with, any business that competes with engaged in the development, production, marketing, sale or servicing of rechargeable, lithium-ion batteries and/or battery systems for energy storage (1the “Competitive Business”); provided, however, after the Date of Termination the Executive may be employed by or serve on the board of directors of any entity who engages in the Competitive Business as long as (A) the revenue generated by the entity and related to the Competitive Business or (2) if you have provided services directly to any health maintenance organization, health insurance company or similar health insurance plan, owned or operated by a customer is less than 5% of the Company, during total revenue of such entity and (B) the twelve-month period preceding Executive has no involvement in such entity’s Competitive Business. The Executive further agrees that the termination Executive will not assist in the research and development of your products where such research and development would be aided by the confidential information learned in the course of the Executive’s employment with the Company, such customer (each, a “Competitor”). Notwithstanding this Section 14(b)(ii)(A), you may accept employment Company or which compete with a Competitor whose business is diversified, provided that (I) such employment is with a portion those products or services of the Competitor’s business that does not Competitive Business; (ii) provide or offer to provide products or services that are the same as, are similar to, or compete with the Company’s products or services of the Competitive Business to: (“Competing Products or Services”A) and any customer of the Company; (IIB) prior to your acceptance any customer of such employment with Competitor, the Company receives separate written assurances satisfactory with whom the Executive has had contact in furtherance of the provision of or the offer to provide Company products or services or over which the Executive has had responsibility during the last two years of employment; (C) any prospective customer with whom the Executive has had contact (either directly or indirectly) in furtherance of the provision of or the offer to provide Company from such Competitor and from you that you will not provide products or services or over which the Executive had responsibility during the Executive’s last two years of employment; or (D) any Competing Products customer or Servicesprospective customer about whom the Executive has obtained confidential information; (Biii) approach, solicit, divert, interfere with, request or take away, the business or patronage of advise any of the actual or prospective members, customers, or clients customer of the Company, for a purpose that is competitive or any person or entity having business dealings with the BusinessCompany, to withdraw, curtail, or cease such business with the Company; or (Civ) contact, recruitencourage, solicit, hire, retaininduce, or employ attempt to encourage, solicit or induce any other employee, agent or representative of the Company to leave his/her employment (whether as or terminate his/her relationship) with the Company or hire or attempt to hire for any competitor or other person, in a competitive or any other business, any person who is an employee, consultant, agent, independent contractor, agent or otherwise) any person who is, representative of the Company at such time (or who was an employee, agent or representative of the Company at any time during within the 6-month period prior preceding 180 days). The parties expressly agree that the terms of this Section 8(d) are reasonable, enforceable, and necessary to your date of termination had been, employed or engaged protect the Company’s interests and to prevent unfair competition by the CompanyExecutive. The parties further agree that the restricted period of time set forth herein (i.e., or induce or take any action which twelve months) is intended to induce any such person to terminate his or her employment or relationship, or otherwise cease his or her relationship, with the Company, or interfere in any manner with the contractual or employment relationship between a material term of this Agreement and that the Company is entitled to the Executive’s compliance with these terms during that full period of time. Therefore, the Executive agrees that the restricted period of time will be tolled during any period of noncompliance and any employee that if the Company is required to seek injunctive relief or other relief, the restricted period of or any other person engaged by time set forth herein will not commence until the CompanyExecutive is in compliance with this Section 8(d). The Executive also agrees that this Section 8(d) does not affect the Executive’s ability to earn a livelihood.

Non-Competition and Non-Solicitation. (i) You agree The Executive acknowledges that in the course of his employment with Saia he has become, and acknowledge in the course of his employment with Saia he will continue to become, familiar with Xxxx’x trade secrets and those of Xxxx’x affiliates and its customers and suppliers. Executive further acknowledges that his services are of special, unique and extraordinary value to Saia. Therefore, the business (the “Business”) of the Company is any business activity engaged in, or actively contemplated by the Company (or any Subsidiary) to be engaged in, by the Company (or any Subsidiary) and with which you are or were involved on or prior to your date of termination. (ii) You agree Executive agrees that, except during the Restricted Period (as the Company expressly agrees in writing, during your employment with the Company and for the 12-month period following termination of your employment for any reason, you shall not within the Territory (defined below), he shall not, either directly or indirectly, as an ownerfor himself or on behalf of or in conjunction with any other person, partnercompany, affiliatepartnership, stockholdercorporation, joint venturerbusiness, director, employee, consultant, contractor, principal, trustee or licensorgroup, or in any other similar capacity whatsoever, of or for any person or entity (other than for the Company): (A) engage in, own, manage, operate, sell, finance, control, advise or participate in the ownership, management, operation, sales, finance or control of, be employed or employed by, or be connected in any manner with, any business that competes with (1) the Business or (2) if you have provided services directly to any health maintenance organization, health insurance company or similar health insurance plan, owned or operated by a customer of the Company, during the twelve-month period preceding the termination of your employment with the Company, such customer (each, a “CompetitorPerson”). Notwithstanding this Section 14(b)(ii)(A)): (a) perform (as an officer, you may accept employment with a Competitor whose business is diversifieddirector, provided that (I) such employment is with a portion of the Competitor’s business that does not provide products or services that are the same asowner, are similar topartner, member, joint venturer, or compete with the Company’s products or services (“Competing Products or Services”) and (II) prior to your acceptance of such employment with Competitor, the Company receives separate written assurances satisfactory to the Company from such Competitor and from you that you will not provide any Competing Products or Services; (B) approach, solicit, divert, interfere with, or take away, the business or patronage of any of the actual or prospective members, customers, or clients of the Company, for in a purpose that is competitive with the Business; or (C) contact, recruit, solicit, hire, retain, or employ managerial capacity (whether as an employee, consultant, agent, independent contractor, or otherwise) consultant)), within the Territory, any person who isexecutive, managerial, sales, business planning, financial planning, or who marketing services that are the same or substantially similar to the services that he performed for Saia at any time during the 6-month period prior to your date last twelve (12) months of termination had beenhis employment for any business engaged in the Restricted Business (as defined below); (b) directly or indirectly solicit, employed or engaged by the Companycall upon, divert, or induce take away, or attempt to solicit, call upon, divert, or take away, for the purpose of competing with Saia in the Restricted Business, any action which is intended customer, supplier, or trading partner of Saia with or as to whom Executive had any business-related contact or acquired or had access to any Confidential Information or Trade Secrets of Saia at any time during the last twelve (12) months of his employment; (c) directly or indirectly solicit or attempt to solicit any employees, agents, or independent contractors of Saia with whom Executive had any business-related contact within the last twelve (12) months of his employment with Saia, without the prior written consent of Saia, in order to induce any such person them to terminate his or her their employment or relationshipto terminate or limit their agency or independent contractor agreement or relationship with Saia or an affiliate of Saia. (d) For purposes of Sections 11 and 12 of this Agreement: (i) References to the “Territory” shall mean the entire United States of America, or otherwise cease his or her relationshipwhich Executive acknowledges and agrees is the territory in which Saia operates its business. Executive further acknowledges and agrees that he performs services for Saia, with and calls on Xxxx’x customers, throughout the Companyentire Territory. (ii) References to the “Restricted Business” shall mean the provision of regional, or interfere in any manner with interregional and/or national less-than-truckload services. Executive acknowledges that Xxxx’x business may change over time and agrees that he will not unreasonably withhold consent to the contractual or employment relationship between modification of this definition resulting from such change. (iii) References to the Company “Restricted Period” shall mean the period of time Executive is employed by Saia and any employee a period of or any other person engaged two years after the date the Executive ceases to be employed by the CompanySaia.

Non-Competition and Non-Solicitation. (a) The Employee agrees and acknowledges that, in connection with his employment with the Company, he 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 its Affiliates. The Employee 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 Competitive Business in any position comparable to the position he will hold with the Company under this Agreement. Accordingly, in consideration of his employment with the Company pursuant to this Agreement, and other good and valuable consideration, the receipt of which is hereby acknowledged, the Employee agrees that, while he is in the employ of the Company and for one (1) year, Employee will not, without the prior written consent of Company, for his own account or jointly with another, for or on behalf of any person, as principal, agent, shareholder, participant, partner, promoter, director, officer, manager, Employee, consultant, sales representative or otherwise: (i) You agree and acknowledge provide services the same as or substantially similar to those Employee provided while employed by Company to any business engaged, or which he reasonably knows is undertaking to become engaged, in a business that is in competition with the business Business of the Company or its Affiliates (the a “Competitive Business”) of in any state in the United States where the Company is any business activity engaged in, or actively contemplated by its Affiliates are carrying on the Company (or any Subsidiary) to be engaged in, by Competitive Business at the Company (or any Subsidiary) and with which you are or were involved on or prior to your date of termination.termination of employment; provided that Employee 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) You agree thatdirectly or indirectly solicit, except as or assist in the solicitation of, any Person to whom the Company expressly agrees in writingor any Affiliate sold or licensed or provided any products or services on, or during your employment the two (2) year period prior to, the date of termination of employment, for the purpose of obtaining the patronage of such Person for the purchase of any competitive products or services, unless such Person had already terminated its business relationship with the Company and for or applicable Affiliate of the 12-month period following termination of your employment for any reasonCompany; (iii) directly or indirectly solicit, you shall not within the Territory (defined below)interfere with, disturb, or attempt to solicit, interfere with or disturb, directly or indirectly, the relationship (contractual or otherwise) with any Person who is, as an owner, partner, affiliate, stockholder, joint venturer, director, employee, consultant, contractor, principal, trustee or licensorof the date of termination of employment, or in any other similar capacity whatsoever, of or for any person or entity (other than for the Company): (A) engage in, own, manage, operate, sell, finance, control, advise or participate in the ownership, management, operation, sales, finance or control of, be employed or employed by, or be connected in any manner with, any business that competes with (1) the Business or was within two (2) if you have provided services directly years prior to the date of termination of employment, a supplier of the Company or any health maintenance organizationAffiliate, health insurance company including any actively sought prospective supplier of the Company or similar health insurance planany Affiliate, owned for the purpose of inducing such supplier to cease doing business with the Company or operated by a customer any Affiliate, unless such supplier had already terminated its business relationship with the Company or applicable Affiliate of the Company, during the twelve-month period preceding the termination of your employment with the Company, such customer (each, a “Competitor”). Notwithstanding this Section 14(b)(ii)(A), you may accept employment with a Competitor whose business is diversified, provided that (I) such employment is with a portion of the Competitor’s business that does not provide products or services that are the same as, are similar to, or compete with the Company’s products or services (“Competing Products or Services”) and (II) prior to your acceptance of such employment with Competitor, the Company receives separate written assurances satisfactory to the Company from such Competitor and from you that you will not provide any Competing Products or Services; (B) approach, solicit, divert, interfere with, or take away, the business or patronage of any of the actual or prospective members, customers, or clients of the Company, for a purpose that is competitive with the Business; or (Civ) contact, recruit, directly or indirectly recruit solicit, hireencourage or assist in the solicitation of, retainfor the purpose of offering employment to or hiring, any Person employed by the Company or employ any Affiliate (whether as an employee, consultant, agentEmployee, independent contractor, contractor or otherwise) any person who isunless, or who at any time during the 6-month period prior to your date of termination had beenany 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 Employee to those that are reasonable and necessary to protect the Company’s and its Affiliates’ legitimate interests. The Employee acknowledges that, or induce or take any action which based upon his education, experience, and training, these non-compete and non-solicit provisions will not prevent him from earning a livelihood and supporting himself and his family during the relevant time period. The Employee 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) The Employee shall, on the Commencement Date, enter into a Key Employee Agreement Regarding Trade Secrets, Confidential Information, Inventions, Non-Betting And Non-Solicitation substantially in the form as Exhibit B attached hereto and the Employee agrees that the entering into such agreement is intended necessary to induce any such person to terminate his or her employment or relationship, or otherwise cease his or her relationship, with protect the interests of the Company, its Subsidiaries or interfere Affiliates and is reasonable and valid in geographical and temporal scope and in all other respects. (d) 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 manner with respect by a court or other tribunal of competent jurisdiction, such provision will, without any actions on the contractual part of the parties to this Agreement, be modified to the least extent necessary to cause such provision to conform to the law as may be determined by such court or employment relationship between other tribunal, and such invalidity, illegality or unenforceability will not affect any other provision of this Agreement. (e) The restrictions contained in Section 3.1 are necessary for the protection of the business, goodwill and Confidential Information of the Company and any employee of or any other person engaged its Affiliates and are considered by the CompanyEmployee to be reasonable for such purposes. The Employee agrees that any material breach of Section 3.1 could 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 Employee, and/or recover severance payments already made. (f) The existence of a claim, charge, or cause of action by the Employee against the Company shall not constitute a defense to the enforcement by the Company of the foregoing restrictive covenants. (g) The provisions of this Section 3.1 shall survive termination of this Agreement and apply regardless of the reason for the termination of the Employee’s employment.

Non-Competition and Non-Solicitation. (i) You agree and acknowledge that the business (the “Business”) of the Company is any business activity engaged in, or actively contemplated 8.1 Except as expressly authorized by the Company in furtherance of the Employee’s Employment duties, the Employee shall not, at any time, post the probation period of 3 (or any Subsidiarythree) to be engaged in, by the Company (or any Subsidiary) and with which you are or were involved on or prior to your date of termination. (ii) You agree that, except as the Company expressly agrees in writingmonths, during your employment with his Employment and throughout the Company and for the 12-month period following termination of your employment for any reasonRestricted Period, you shall not within the Territory (defined below), either directly or indirectly, whether either personally as an a sole proprietor, owner, employer, or through an agent, company or through a partnership or as a shareholder, joint venture partner, affiliate, stockholder, joint venturer, director, employeecollaborator, consultant, advisor, principal contractor or sub- contractor, principalstatutory director, trustee or, trustee, committee member, office bearer or licensor, agent or in any other similar capacity manner whatsoever, of whether for profit or for any person or entity (other than for the Company):otherwise: (Aa) engage in, or assist any other person in engaging in, any business which in any manner, as to be determined solely by the Company, competes with the Business of the Company, anywhere in the Territory; (b) own, manage, operate, sell, finance, control, advise control or participate in the ownership, management, operation, salesfinancing, finance or control of, be employed or employed byassociated with, or be connected in any manner withconnected or render services or advice to, any business that competes whose products, services, activities compete in whole or in part with (1) the products, services, activities of the Business of the Company in the Territory; and or carry on, directly or indirectly, business similar to the Business with any present or past Clients of the Company or of a Group Company, except where such activity is carried on behalf of the Company or Group or under the explicit written directions of the Company or a Group Company; (2c) if you have provided solicit, induce, interfere with or endeavour to entice away from the Employment with the Company or any other Group Company, or procure or assist the solicitation, interference with or the enticement of, any Other Employee, or do any act whereby such Other Employee is encouraged to terminate his Employment with the Company or Group Company, whether or not such Other Employee would by reason of termination commit a breach of his Employment with the Company or Group Company; (d) solicit or accept business from any Client or Prospective Client for the purpose of performing or providing or facilitating the performance or provision of any such services or products relating to and competitive with the Business of the Company or any Group Company and further shall not directly or indirectly, act for or in support of any competitor of the Client or any competitor of the Company or any Group Company, or in connection with a competitive project that is substantially similar in form, substance, purpose or intent as to any health maintenance organizationproject on which the Employee worked during his Employment. 8.2 The Employee acknowledges that he is, health insurance company in the course of his Employment with the Company, likely from time to time to obtain knowledge of Intellectual Property Rights and other Confidential Information of the Company and its Group Company’s and to have dealings with the Clients and/or Prospective Clients of the Company. Therefore and with a view to protect its interest, the Company requires that the Employee undertake and the Employee aware of such requirement on his own accord undertakes to the Company that he shall not at any time post the Termination Date hold himself out to be an Employee of the Company and shall not adopt or use any trade name which is phonetically or otherwise similar health insurance plan, owned or operated by a customer to the trade name of the Company, during the twelve-month period preceding the termination of your employment with the Company, such customer (each, a “Competitor”). Notwithstanding this Section 14(b)(ii)(A), you may accept employment with a Competitor whose business is diversified, provided that (I) such employment is with a portion of the Competitor’s business that does not provide products or services that are the same as, are similar to, or compete with the Company’s products or services (“Competing Products or Services”) and (II) prior to your acceptance of such employment with Competitor, the Company receives separate written assurances satisfactory to the Company from such Competitor and from you that you will not provide any Competing Products or Services; (B) approach, solicit, divert, interfere with, or take away, the business or patronage of any of the actual or prospective members, customers, or clients of the Company, for a purpose that is competitive with the Business; or (C) contact, recruit, solicit, hire, retain, or employ (whether as an employee, consultant, agent, independent contractor, or otherwise) any person who is, or who at any time during the 6-month period prior to your date of termination had been, employed or engaged by the Company, or induce or take any action which is intended to induce any such person to terminate his or her employment or relationship, or otherwise cease his or her relationship, with the Company, or interfere in any manner with the contractual or employment relationship between the Company and any employee of or any other person engaged name calculated or likely to be confused with the trade name used by the Company. 8.3 The Employee acknowledges and recognises that the obligation and covenants in Clause 8.1 above and the time and other limitations as stated therein are reasonable as to duration and subject matter, properly required for the adequate protection of the value and goodwill of the Company and/or any Group Company, and agree that such limitations are reasonable with respect to the Business activities of the Company. 8.4 The Employee acknowledges and recognises that it is the intention of the Parties that the provisions of Clause 8.1 above shall be enforced to the fullest extent permissible under the Applicable Laws and public policies of India, but that the unenforceability or the modification to conform with such Applicable Laws or public policies of any provision hereof shall not render unenforceable or impair the remainder of Clause 8.1. It is clarified that, if any provision of Clause 8.1 above shall be determined to be invalid or unenforceable, either in whole or in part, in that event, Clause 8.1 shall be deemed amended to delete or modify, as necessary, the offending provision and to alter the remaining provisions of Clause 8.1 to the extent necessary to render the same valid and enforceable to the fullest extent permissible

Non-Competition and Non-Solicitation. (i) You agree and acknowledge In the event that the business Company terminates the Executive's employment under this Agreement pursuant to Section 5(b)(iii) hereof or in the event the Executive terminates his employment pursuant to Section 5(b)(v) hereof, the Executive agrees that during a period of two (2) years after the “Business”) of the Company is any business activity engaged in, or actively contemplated by the Company (or any Subsidiary) to be engaged in, by the Company (or any Subsidiary) and with which you are or were involved on or prior to your date of termination. (ii) You agree thattermination or January 15, except as 2010, whichever first occurs, the Company expressly agrees in writing, during your employment with the Company and for the 12-month period following termination of your employment for any reason, you shall not within the Territory (defined below)Executive will not, directly or indirectly, as an owner, partner, affiliate, stockholder, joint venturer, director, employee, consultant, contractor, principal, trustee or licensor, or in any other similar capacity whatsoever, of or for any person or entity (other than for the Company): (A) engage in, own, manage, operate, sell, finance, control, advise control or participate in the ownership, management, operation, sales, finance operation or control of, be employed or employed by, or be connected as an officer, employee, partner, director or otherwise with, or have any financial interest in, or aid or assist anyone else in any manner withthe conduct of, any business that (a "Competitive Operation") which competes with any business conducted by the Company or with any group, division or subsidiary of the Company in any geographic area where such business is being conducted at the time of such termination. In addition, Executive agrees to not solicit for employment any individuals employed by the Company, Mi-Tech Steel, Inc. or any of the subsidiaries or affiliates of either. It is understood and agreed that, for the purposes of the foregoing provisions of this Section 7: (1a) No business shall be deemed to be a business conducted by the Business Company or (2) if you have provided services directly to any health maintenance organizationgroup, health insurance company division or similar health insurance plan, owned or operated by a customer subsidiary of the Company, during the twelve-month period preceding the termination of your employment with the Company, such customer (each, a “Competitor”). Notwithstanding this Section 14(b)(ii)(A), you may accept employment with a Competitor whose business is diversified, provided that (I) such employment is with a portion of the Competitor’s business that does unless not provide products or services that are the same as, are similar to, or compete with the Company’s products or services (“Competing Products or Services”) and (II) prior to your acceptance of such employment with Competitor, the Company receives separate written assurances satisfactory to the Company from such Competitor and from you that you will not provide any Competing Products or Services; (B) approach, solicit, divert, interfere with, or take away, the business or patronage of any of the actual or prospective members, customers, or clients less than 10% of the Company's consolidated gross sales and operating revenues, for a purpose that or net income, is derived from, or not less than 10% of the Company's consolidated assets are devoted to, such business; No business conducted by any entity which employs the Executive or in which he is interested or with which he is connected or associated shall be deemed competitive with any business conducted by the BusinessCompany or any group, division, or subsidiary of the Company unless such business is one from which 10% or more of the Company's consolidated assets are devoted; orand (Cb) contactNo business which is conducted by the Company at the time of the Executive's termination and which subsequently is sold or discontinued by the Company shall, recruit, solicit, hire, retain, or employ (whether as an employee, consultant, agent, independent contractor, or otherwise) any person who is, or who at any time during subsequent to the 6-month period prior to your date of termination had beensuch sale or discontinuance, employed or engaged be deemed to be a Competitive Operation within the meaning of this Section 7. Ownership by the Company, Executive of 2% or induce or take less of the voting stock of any action which is intended to induce any such person to terminate his or her employment or relationship, or otherwise cease his or her relationship, with the Company, or interfere in any manner with the contractual or employment relationship between the publicly held Company and any employee of or any other person engaged by the Companyshall not constitute a violation hereof.

Non-Competition and Non-Solicitation. (i) You agree Optionee agrees and acknowledge acknowledges that the business (the “Business”) of the Company is any business activity engaged in, or actively contemplated by the Company (or any Subsidiary) to be engaged in, by the Company (or any Subsidiary) and with which you are Optionee is or were was involved on or prior to your date of terminationthe Termination Date (defined below). (ii) You agree Optionee agrees that, except as the Company expressly agrees in writing, during your Optionee’s employment with the Company and for the 12-month period following termination the date of your employment Optionee’s Business Relationship with the Company (the date Optionee’s Business Relationship with the Company is terminated for any reasonreason being the “Termination Date”), you Optionee shall not within the Territory (defined below), directly or indirectly, as an owner, partner, affiliate, stockholder, joint venturer, director, employeeOptionee, consultant, contractor, principal, trustee or licensor, or in any other similar capacity whatsoever, whatsoever of or for any person or entity (other than for the Company): (A) engage in, own, manage, operate, sell, finance, control, advise or participate in the ownership, management, operation, sales, finance or control of, be employed or employed by, or be connected in any manner with, any business that competes with (1) the Business or (2) if you have Optionee has provided services directly to any health maintenance organization, health insurance company or similar health insurance plan, owned or operated by a customer of the Company, during the twelve-month period preceding the termination of your employment Optionee’s Business Relationship with the Company, such customer (each, a “Competitor”). Notwithstanding this Section 14(b)(ii)(ASection17(b)(ii)(A), you Optionee may accept employment with a Competitor whose business is diversified, provided that (I) such employment is with a portion of the Competitor’s business that does not provide products or services that are the same as, are similar to, or compete with the Company’s products or services (“Competing Products or Services”) and (II) prior to your Optionee’s acceptance of such employment with Competitor, the Company receives separate written assurances satisfactory to the Company from such Competitor and from you Optionee that you Optionee will not provide any Competing Products or Services; (B) approach, solicit, divert, interfere with, or take away, the business or patronage of any of the actual or prospective members, customers, or clients of the Company, for a purpose that is competitive with the Business; or (C) contact, recruit, solicit, hire, retain, or employ (whether as an employeeOptionee, consultant, agent, independent contractor, or otherwise) any person who is, or who at any time during the 6-month period prior to your date of termination Optionee’s Termination Date had been, employed or engaged by the Company, or induce or take any action which is intended to induce any such person to terminate his or her employment or relationship, or otherwise cease his or her relationship, with the Company, or interfere in any manner with the contractual or employment relationship between the Company and any employee Optionee of or any other person engaged by the Company.

Non-Competition and Non-Solicitation. Executive 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 is employed by any person or entity other than the Employer in a capacity similar or related to the capacity in which he is employed by the Employer to the extent that such person or entity distributes or provides design-in support, systems integration, and proto-type design and manufacturing with respect to electronic components, custom displays, electron tubes, or security systems or such other business as Employer may enter or plan to enter prior to termination of Executive. Accordingly, Executive agrees that he will not, during the term of employment with Employer and for a period of one (i1) You agree and acknowledge that year after the business (the “Business”) termination of such employment, irrespective of the Company is time, manner or cause of such termination, directly or indirectly (whether or not for compensation or profit): (1) Engage in any business activity engaged inthat is competitive with the services or products provided by the Employer, or being actively contemplated by the Company (evaluated or any Subsidiary) planned to be engaged inoffered by Employer, by at the Company time the Executive’s employment is terminated (or any Subsidiary) and with which you are or were involved on or prior to your date of termination.a “Prohibited Business Activity”); or (ii2) You agree thatParticipate as an officer, except as the Company expressly agrees director, creditor, promoter, proprietor, associate, agent, employee, partner, consultant, sales representative or otherwise; or promote or assist, financially or otherwise, or directly or indirectly own any interest in writingany person or entity involved in any Prohibited Business Activity; or (3) Canvas, during your employment with the Company and for the 12-month period following termination of your employment for any reasoncall upon, you shall not within the Territory (defined below)solicit, entice, persuade, induce, respond to, or otherwise deal with, directly or indirectly, as an owner, partner, affiliate, stockholder, joint venturer, director, employee, consultant, contractor, principal, trustee or licensor, or in any other similar capacity whatsoever, of or for any person individual or entity (other than for the Company): (A) engage in, own, manage, operate, sell, finance, control, advise or participate in the ownership, management, operation, sales, finance or control of, be employed or employed by, or be connected in any manner with, any business that competes with (1) the Business or (2) if you have provided services directly to any health maintenance organization, health insurance company or similar health insurance plan, owned or operated by a customer of the Companywhich, during the twelve-month period preceding the termination Executive’s term of your employment with the CompanyEmployer, such was or is a customer (eachor supplier, a “Competitor”). Notwithstanding this Section 14(b)(ii)(A)or proposed customer or supplier, you may accept employment with a Competitor whose business is diversified, provided that (I) such employment is with a portion of the Competitor’s business that does not provide products Employer whom Executive called upon or services that are the same as, are similar to, or compete with the Company’s products or services (“Competing Products or Services”) and (II) prior to your acceptance of such employment with Competitor, the Company receives separate written assurances satisfactory to the Company from such Competitor and from you that you will not provide any Competing Products or Services; (B) approach, solicit, divert, interfere dealt with, or take awaywhose account Executive supervised, the business or patronage of for any of the actual following purposes: (a) to purchase (with respect to customers) or prospective membersto sell (with respect to suppliers) products of the types or kinds sold by the Employer or which could be substituted for (including, customersbut not limited to, rebuilt products), or clients which serve the same purpose or function as, products sold by the Employer (all of the Companywhich products are herein sometimes referred to, for a purpose that is competitive jointly and severally, as “Prohibited Products”), or (b) to request or advise any such customer or supplier to withdraw, curtail or cancel its business with the BusinessEmployer; or (C4) contact, recruitFor himself or for or through any other individual or entity call upon, solicit, hireentice, retainpersuade, induce or offer any individual who, during Executive’s term of employment with the Employer, was an employee or sales representative or distributor of the Employer, employment by, or employ (whether representation as an employeesales agent or distributor for, consultant, agent, independent contractorany one other than the Employer, or otherwise) any person who is, request or who at any time during the 6-month period prior to your date of termination had been, employed or engaged by the Company, or induce or take any action which is intended to induce advise any such person employee or sales agent or distributor to terminate his cease employment with or her employment or relationshiprepresentation of the Employer, and Executive shall not approach, respond to, or otherwise cease his deal with any such employee or her relationshipsales representative or distributor of Employer for any such purpose, or authorize or knowingly cooperate with the Company, or interfere in taking of any manner with the contractual or employment relationship between the Company and any employee of or such actions by any other person engaged by the Companyindividual or entity.

Non-Competition and Non-Solicitation. (i) You agree In order to protect the confidential information, business, and acknowledge that the business (the “Business”) goodwill of the Company is any business activity engaged inCompany, or actively contemplated and due to the special, unique and extraordinary services provided by the Company (or any Subsidiary) to be engaged inExecutive, by the Company (or any Subsidiary) and with which you are or were involved on or prior to your date of termination. (ii) You agree Executive agrees that, except as during the Company expressly agrees in writingExecutive’s employment, during your employment with the Company and for a period of twelve months after separation from employment, the 12-month period following termination Executive will not, on behalf of your employment for any reason, you shall not within person or entity other than the Territory (defined below)Company, directly or indirectly, as an owner, partner, affiliate, stockholder, joint venturer, director, employee, consultant, contractor, principal, trustee or licensor, or in any other similar capacity whatsoever, of or for any person or entity (other than for the Company):: (Ai) engage inin a competitive capacity and in or from the geographic area in which the Company operates, own, manage, operate, sellcontrol, finance, control, advise operate or participate in the ownership, management, operation, sales, finance management or control operation of, be employed or employed byact as an agent, consultant, or be connected in any manner employed with, any business that competes with engaged in the development, production, marketing, sale or servicing of rechargeable, lithium-ion batteries and/or battery systems for energy storage (1the “Competitive Business”); provided, however, after the Date of Termination the Executive may be employed by or serve on the board of directors of any entity who engages in the Competitive Business as long as (A) the revenue generated by the entity and related to the Competitive Business or (2) if you have provided services directly to any health maintenance organization, health insurance company or similar health insurance plan, owned or operated by a customer is less than 5% of the Company, during total revenue of such entity and (B) the twelve-month period preceding Executive has no involvement in such entity’s Competitive Business. The Executive further agrees that the termination Executive will not assist in the research and development of your products where such research and development would be aided by the confidential information learned in the course of the Executive’s employment with the Company, such customer (each, a “Competitor”). Notwithstanding this Section 14(b)(ii)(A), you may accept employment Company or which compete with a Competitor whose business is diversified, provided that (I) such employment is with a portion those products or services of the Competitor’s business that does not Competitive Business; (ii) provide or offer to provide products or services that are the same as, are similar to, or compete with the Company’s products or services of the Competitive Business to: (“Competing Products or Services”A) and any customer of the Company; (IIB) prior to your acceptance any customer of such employment with Competitor, the Company receives separate written assurances satisfactory with whom the Executive has had contact in furtherance of the provision of or the offer to provide Company products or services or over which the Executive has had responsibility during the last two years of employment; (C) any prospective customer with whom the Executive has had contact (either directly or indirectly) in furtherance of the provision of or the offer to provide Company from such Competitor and from you that you will not provide products or services or over which the Executive had responsibility during the Executive’s last two years of employment; or (D) any Competing Products customer or Servicesprospective customer about whom the Executive has obtained confidential information; (Biii) approach, solicit, divert, interfere with, request or take away, the business or patronage of advise any of the actual or prospective members, customers, or clients customer of the Company, for a purpose that is competitive or any person or entity having business dealings with the BusinessCompany, to withdraw, curtail, or cease such business with the Company; or (Civ) contact, recruitencourage, solicit, hire, retaininduce, or employ (whether as an attempt to encourage, solicit or induce any other employee, consultant, agent, independent contractor, agent or otherwise) any person who is, representative of the Company to leave his or who at any time during the 6-month period prior to your date of termination had been, employed her employment (or engaged by the Company, or induce or take any action which is intended to induce any such person to terminate his or her employment or relationship, or otherwise cease his or her relationship, ) with the CompanyCompany or hire or attempt to hire for any competitor or other person, or interfere in any manner with the contractual or employment relationship between the Company and any employee of a competitive or any other business, any person engaged who is an employee, agent or representative of the Company at such time (or who was an employee, agent or representative of the Company at any time within the preceding 180 days). The parties expressly agree that the terms of this Section 8(d) are reasonable, enforceable, and necessary to protect the Company’s interests and to prevent unfair competition by the CompanyExecutive. The parties further agree that the restricted period of time set forth herein (i.e., twelve months) is a material term of this Agreement and that the Company is entitled to the Executive’s compliance with these terms during that full period of time. Therefore, the Executive agrees that the restricted period of time will be tolled during any period of noncompliance and that if the Company is required to seek injunctive relief or other relief, the restricted period of time set forth herein will not commence until the Executive is in compliance with this Section 8(d). The Executive also agrees that this Section 8(d) does not affect the Executive’s ability to earn a livelihood.

Non-Competition and Non-Solicitation. (i) You agree and acknowledge 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 is employed by any person or entity other than the Employer in a capacity similar or related to the capacity in which he is employed by the Employer. Employee also acknowledges that the Company has entered into, and consummated the transactions contemplated in, the Purchase Agreement with the understanding, inter alia, that the provisions of this Article Four will be complied with by Employee. Accordingly, Employee agrees that he will not, during the Employment Term and for a period ending five years following termination of employment (including without limitation by way of resignation): (a) Directly or indirectly (whether or not for compensation or profit) through any other individual or entity whether as an officer, director, shareholder, creditor, partner, promoter, proprietor, associate, employee, representative or otherwise, become or be interested in, or associated with, any individual or entity, other than the Company, engaged in any business (or enterprise the “Business”) nature of which is competitive with that of the Company in the territories served by the Company; provided however, that, anything above to the contrary notwithstanding, Employee may, after the date of this Agreement, own as inactive investors, securities of any corporation engaged in any prohibited business as described above which is publicly traded on a national securities exchange or in the over the counter market, so long as the holdings of Employee and his Affiliates, in the aggregate, constitute less than 1% of the outstanding voting securities of such corporation. (b) Directly or indirectly (whether or not for compensation or profit) through any business activity engaged inother individual or entity call upon, solicit, entice, persuade or induce any individual which is or has been a customer or supplier of XXXX, Inc. or the Company to terminate, reduce, not enter into, or actively contemplated by refrain from renewing or extending with the Company its contractual or other relationship that such customer or supplier has with the Business or the Company (or any Subsidiary) to be engaged inhas had with XXXX, by the Company (or any SubsidiaryInc.) and shall not approach, respond to, or otherwise deal with which you are any such customer or were involved on supplier for such purpose or prior to your date authorize or knowingly cooperate with the taking of terminationany such actions by any other individual or entity. (iic) You agree thatTake no action, except as formal or informal, direct or indirect, to (a) solicit the Company expressly agrees in writing, during your employment with the Company and for the 12-month period following termination of your employment for any reason, you shall not within the Territory (defined below), directly or indirectly, as an owner, partner, affiliate, stockholder, joint venturer, director, employee, consultant, contractor, principal, trustee or licensor, or in any other similar capacity whatsoever, of or for hire any employees while such person or entity (other than for the Company): (A) engage in, own, manage, operate, sell, finance, control, advise or participate in the ownership, management, operation, sales, finance or control of, be employed or employed by, or be connected in any manner with, any business that competes with (1) the Business or (2) if you have provided services directly to any health maintenance organization, health insurance company or similar health insurance plan, owned or operated by a customer of the Company, during the twelve-month period preceding the termination of your employment with the Company, such customer (each, a “Competitor”). Notwithstanding this Section 14(b)(ii)(A), you may accept employment with a Competitor whose business is diversified, provided that (I) such employment is with a portion of the Competitor’s business that does not provide products or services that are the same as, are similar to, or compete with the Company’s products or services (“Competing Products or Services”) and (II) prior to your acceptance of such employment with Competitor, the Company receives separate written assurances satisfactory to the Company from such Competitor and from you that you will not provide any Competing Products or Services; (B) approach, solicit, divert, interfere with, or take away, the business or patronage of any of the actual or prospective members, customers, or clients of the Company, for a purpose that is competitive with the Business; or (C) contact, recruit, solicit, hire, retain, or employ (whether as an employee, consultant, agent, independent contractor, or otherwise) any person who is, or who at any time during was within the 6-twenty four (24) month period prior to your date of termination had been, employed or engaged by the Company, or induce or take any action which is intended to induce any such person to terminate his or her employment solicitation of employment, an employee of the Company or relationshipone of its Affiliates, other than through general advertising not specifically directed at such employees, or otherwise cease his (b) solicit, entice, induce or her relationship, with the Company, or interfere in encourage any manner with the contractual or employment relationship between the Company and any employee of employees or any other employee, consultant or independent contractor of the Company to terminate his, her or its relationship with the Company in order to become an employee of, or a consultant or independent contractor to, a person engaged by other than the Company.

Non-Competition and Non-Solicitation. (ia) You agree and acknowledge that While the business (the “Business”) of the Company Employee is any business activity engaged in, or actively contemplated employed by the Company (or any Subsidiary) to be engaged in, by the Company (or any Subsidiary) and with which you are or were involved on or prior to your date of termination. (ii) You agree that, except as the Company expressly agrees in writing, during your employment with the Company and for a period of twelve (12) months following the 12-month period following Employee’s termination or cessation of your employment for any reasonreason (voluntarily or involuntarily), you shall not within the Territory (defined below)Employee will not, directly or indirectly, : (i) engage in any business or enterprise (whether as an owner, partner, affiliateofficer, stockholder, joint ventureremployee, director, employeeinvestor, lender, consultant, contractorindependent contractor or otherwise, principal, trustee or licensor, or in any other similar capacity whatsoever, except as the holder of or for any person or entity (other not more than for 2% of the combined voting power of the outstanding stock of a publicly held company) that is competitive with the Company): (A) engage in’s business, ownincluding, manage, operate, sell, finance, control, advise or participate in the ownership, management, operation, sales, finance or control of, be employed or employed by, or be connected in any manner withwithout limitation, any business or enterprise that competes develops, designs, produces, markets or sells any product or service competitive with (1any product or service developed, designed, produced, marketed or sold or planned to be developed, designed, produced, marketed or sold by the Company while the Employee was employed by the Company; provided, however, that this Section 4(a)(i) shall not prohibit the Business Employee from serving on the Boards of Directors and Advisory Boards of, or (2) if you have provided services directly to any health maintenance organizationowning a beneficial interest in, health insurance company or similar health insurance plan, owned or operated by a customer the companies on which he serves as of the date of this Agreement (which the Employee represents are not currently competitive with the Company’s business), so long as such service and/or beneficial ownership does not interfere with the performance of his duties to the Company and such companies continue to not be competitive with the Company’s business. (ii) either alone or in association with others, recruit, solicit, hire or engage as an independent contractor, or attempt to recruit, solicit, hire or engage as an independent contractor, any person who was employed by the Company or engaged as an independent contractor for the Company at any time during the twelve-month period preceding of the termination of your Employee’s employment with the Company, such customer (each, a “Competitor”). Notwithstanding this Section 14(b)(ii)(A), you may accept except for an individual whose employment with a Competitor whose business is diversified, provided that (I) such employment is with a portion of the Competitor’s business that does not provide products or services that are the same as, are similar to, or compete with the Company’s products or services (“Competing Products or Services”) and (II) prior to your acceptance of such employment with Competitor, service for the Company receives separate written assurances satisfactory to the Company from such Competitor and from you that you will not provide any Competing Products has been terminated for a period of six (6) months or Services;longer; and/or (Biii) approacheither alone or in association with others, service, solicit, divertdivert or take away, interfere withor attempt to service, solicit, divert or take away, the business or patronage of any of the actual clients, customers or accounts, or prospective membersclients, customerscustomers or accounts, or clients of the CompanyCompany that were contacted, for a purpose that is competitive solicited or served by the Employee while the Employee was employed by the Company or about which the Employee had access to Confidential Information in the course of his employment with the Business; orCompany. (Cb) contactThe geographic scope of this Section 4 shall extend to anywhere the Company or any of its subsidiaries is doing business, recruithas done business or has plans to do business during the Employee’s employment with the Company. (c) If any restriction set forth in this Section 4 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 in too broad a geographic area, solicitthe parties expressly agree that such court shall reform the restriction and enforce it to extend over the maximum period of time, hirerange of activities or geographic area deemed reasonable by such court. (d) The Employee agrees that during the non-competition and non-solicitation period, retainthe Employee will give notice to the Company of each new job, contract assignment or employ other work (whether either as an employee, consultant, agent, independent contractor, contractor or otherwise) any person who is, or who the Employee plans to undertake at any time during the 6-month period least ten (10) business days prior to your date beginning any such activity. The notice shall state the name and address of termination had beenthe individual, employed corporation, association or engaged other entity or organization (the “Entity”) for whom such activity is undertaken and the Employee’s proposed business relationship or position with the Entity. The Employee further agrees to provide the Company with other pertinent information concerning such business activity as the Company may reasonably request in order to determine the Employee’s continued compliance with his obligations under this Agreement. During the non-competition and non-solicitation period, the Employee agrees to provide a copy of this Agreement to all person and Entities with whom the Employee seeks to be hired or do business before accepting employment or engagement with any of them. (e) If the Employee violates any of the provisions of this Section 4, the Employee shall continue to be held by the Company, or induce or take restrictions set forth in this Section 4 until a period equal to the period of restriction has expired without any action which is intended to induce any such person to terminate his or her employment or relationship, or otherwise cease his or her relationship, with the Company, or interfere in any manner with the contractual or employment relationship between the Company and any employee of or any other person engaged by the Companyviolation.

Non-Competition and Non-Solicitation. (i) You agree and acknowledge that the business (the “Business”) of the Company is any business activity engaged in, or actively contemplated by the Company (or any Subsidiary) to be engaged in, by the Company (or any Subsidiary) and with which you are or were involved on or prior to the your date of termination. (ii) You agree that, except as the Company expressly agrees in writing, during your employment with the Company and for the 12-month period following termination of your employment for any reason, you shall not within the Territory (defined below), directly or indirectly, as an owner, partner, affiliate, stockholder, joint venturer, director, employee, consultant, contractor, principal, trustee or licensor, or in any other similar capacity whatsoever, whatsoever of or for any person or entity (other than for the Company): (A) [engage in, own, manage, operate, sell, finance, control, advise or participate in the ownership, management, operation, sales, finance or control of, be employed or employed by, or be connected in any manner with, any business that competes with (1) the Business or (2) if you have provided services directly to any health maintenance organization, health insurance company or similar health insurance plan, owned or operated by a customer of the Company, during the twelve-month period preceding the termination of your employment with the Company, such customer (each, a “Competitor”). Notwithstanding this Section 14(b)(ii)(A11(b)(ii)(A), you may accept employment with a Competitor whose business is diversified, provided that (I) such employment is with a portion of the Competitor’s business that does not provide products or services that are the same as, are similar to, or compete with the Company’s products or services (“Competing Products or Services”) and (II) prior to your acceptance of such employment with Competitor, the Company receives separate written assurances satisfactory to the Company from such Competitor and from you that you will not provide any Competing Products or Services;] (B) approach, solicit, divert, interfere with, or take away, the business or patronage of any of the actual or prospective members, customers, or clients of the Company, for a purpose that is competitive with the Business; or (C) contact, recruit, solicit, hire, retain, or employ (whether as an employee, consultant, agent, independent contractor, or otherwise) any person who is, or who at any time during the 6-month period prior to your date of termination had been, employed or engaged by the Company, or induce or take any action which is intended to induce any such person to terminate his or her employment or relationship, or otherwise cease his or her relationship, with the Company, or interfere in any manner with the contractual or employment relationship between the Company and any employee of or any other person engaged by the Company.

Non-Competition and Non-Solicitation. (i) You agree and acknowledge that In consideration of the business (Grantee’s employment with the “Business”) Company, the Termination Benefits contained in Section 2, the grant of restricted stock of the Company pursuant to the terms of the Restricted Stock Agreement to which this Exhibit A is attached, and the benefits derived by the Grantee as a result of the transactions contemplated by the Contribution and Exchange Agreement by and among the Grantee, OLF Acquisition Corp. and the other parties thereto dated as of February 1, 2006 and all related agreements, (a) the Grantee hereby agrees that during the period commencing on the date hereof and ending on the date that is one year following the date of the termination of the Grantee’s employment with the Company for any reason regardless of the circumstances thereof, the Grantee will not, without the express written consent of the Company, directly or indirectly, anywhere in the United States or in any foreign country in which the Company has conducted business, is conducting business or is presently contemplating conducting business, engage in any activity engaged which is, or participate or invest in, or actively contemplated by provide or facilitate the provision of financing to, or assist (whether as owner, part-owner, shareholder, member, partner, director, officer, trustee, executive, agent or consultant, or in any other capacity), any business, organization or person other than the Company (or any Subsidiary) subsidiary or affiliate of the Company), including any such business, organization or person involving, or which is, a family member of the Grantee, whose business, activities, products or services are competitive with any of the business, activities, products or services conducted or offered or proposed to be engaged in, conducted or offered by the Company (or its subsidiaries or affiliates during any period in which the Grantee is employed by the Company or any Subsidiaryof its subsidiaries or affiliates. Without implied limitation, the foregoing covenant shall be deemed to prohibit (a) and with which you are hiring or were involved engaging or attempting to hire or engage for or on behalf of the Grantee or prior to your date any such competitor any employee of termination. (ii) You agree that, except as the Company expressly agrees in writingor any of its direct and/or indirect subsidiaries and affiliates, during your employment with or any former employee of the Company and for any of its direct and/or indirect subsidiaries and affiliates who was employed during the 12-six (6) month period following termination immediately preceding the date of your employment such attempt to hire or engage, (b) encouraging for any reason, you shall not within the Territory (defined below), directly or indirectly, as an owner, partner, affiliate, stockholder, joint venturer, director, employee, consultant, contractor, principal, trustee or licensor, or in any other similar capacity whatsoever, of or for any person or entity (other than for the Company): (A) engage in, own, manage, operate, sell, finance, control, advise or participate in the ownership, management, operation, sales, finance or control of, be employed or employed by, or be connected in any manner with, any business that competes with (1) the Business or (2) if you have provided services directly to any health maintenance organization, health insurance company or similar health insurance plan, owned or operated by a customer on behalf of the Company, during the twelve-month period preceding the termination of your employment with the Company, such customer (each, a “Competitor”). Notwithstanding this Section 14(b)(ii)(A), you may accept employment with a Competitor whose business is diversified, provided that (I) such employment is with a portion of the Competitor’s business that does not provide products Grantee or services that are the same as, are similar to, or compete with the Company’s products or services (“Competing Products or Services”) and (II) prior to your acceptance of such employment with Competitor, the Company receives separate written assurances satisfactory to the Company from such Competitor and from you that you will not provide any Competing Products or Services; (B) approach, solicit, divert, interfere with, or take away, the business or patronage of any of the actual or prospective members, customers, or clients of the Company, for a purpose that is competitive with the Business; or (C) contact, recruit, solicit, hire, retain, or employ (whether as an employee, consultant, agent, independent contractor, or otherwise) any person who is, or who at any time during the 6-month period prior to your date of termination had been, employed or engaged by the Company, or induce or take any action which is intended to induce any such person competitor any such employee to terminate his or her relationship or employment with the Company or relationshipany of its direct or indirect subsidiaries and affiliates, (c) recruiting or soliciting for or on behalf of the Grantee or any such competitor any customer of the Company or any of its direct or indirect subsidiaries and affiliates, or otherwise cease his any former customer of the Company or her relationshipany of its direct or indirect subsidiaries and affiliates who was a customer during the six (6) month period immediately preceding the date of such solicitation and (d) diverting to any person any customer or business opportunity of the Company or any of any of its direct or indirect subsidiaries and affiliates. Notwithstanding anything herein to the contrary, with the Grantee 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. (b) If the Grantee violates any of the restrictions contained in this Section, the restrictive period will be extended for the period of time from the commencement of any violation until the time when the Grantee cures the violation to the Grantee’s reasonable satisfaction. (c) The Grantee agrees, while employed by the Company, to offer or interfere in any manner with otherwise make known or available to it, as directed by the contractual or employment relationship between Board of the Company and without additional compensation or consideration, any employee business prospects, contracts or other business opportunities that the Grantee may discover, find, develop or otherwise have available to the Grantee in the Company’s general industry and further agrees that any such prospects, contacts or other business opportunities shall be the property of or any other person engaged by the Company.

Non-Competition and Non-Solicitation. (a) Consultant agrees that during the Employment Period and for a period of one year following the Commencement Date, he shall not directly or indirectly: (i) You agree and acknowledge that enter into, or attempt to enter into, remain within, or otherwise participate within a Restricted Business (as defined below) in the business (the “Business”) of United States or other jurisdictions in which the Company is any business activity engaged in, or actively contemplated by the Company (or any Subsidiary) of its subsidiaries conduct business or have developed plans to be engaged in, by the Company (or any Subsidiary) and with which you are or were involved on or prior to your date of termination. (ii) You agree that, except conduct business within one year thereafter as the Company expressly agrees in writing, during your employment with the Company and for the 12-month period following termination of your employment for any reason, you shall not within the Territory (defined below), directly or indirectly, as an ownera principal, partner, affiliate, stockholder, joint venturer, director, employee, consultant, contractor, principal, trustee or licensor, or in any other similar capacity whatsoever, of or for any person or entity (other than for the Company): (A) engage in, own, manage, operate, sell, finance, control, advise or participate in the ownership, management, operation, sales, finance or control of, be employed or employed by, or be connected in any manner with, any business that competes with (1) the Business or (2) if you have provided services directly to any health maintenance organization, health insurance company or similar health insurance plan, owned or operated by a customer of the Company, during the twelve-month period preceding the termination of your employment with the Company, such customer (each, a “Competitor”). Notwithstanding this Section 14(b)(ii)(A), you may accept employment with a Competitor whose business is diversified, provided that (I) such employment is with a portion of the Competitor’s business that does not provide products or services that are the same as, are similar to, or compete with the Company’s products or services (“Competing Products or Services”) and (II) prior to your acceptance of such employment with Competitor, the Company receives separate written assurances satisfactory to the Company from such Competitor and from you that you will not provide any Competing Products or Services; (B) approach, solicit, divert, interfere with, or take away, the business or patronage of any of the actual or prospective members, customers, or clients of the Company, for a purpose that is competitive with the Business; or (C) contact, recruit, solicit, hire, retain, or employ (whether as an employee, consultant, agent, independent contractorbroker, intermediary, representative, shareholder, investor, officer or director or have any direct or indirect financial interest, including without limitation, the interest of a creditor in any form in any business which is in any way directly or indirectly competitive with or similar to the business or businesses of the Company as it now exists or may then exist; provided, however, the ownership by Consultant of stock listed on a national securities exchange of any corporation conducting such directly or indirectly competing business shall not be deemed a violation of this Agreement if the Consultant and his associates (as such term is defined in Regulation 14A of the Securities Exchange Act of 1934 as in effect on the date hereof) collectively do not own more than an aggregate of one percent (1%) of the stock of such corporation; or (ii) receive any remuneration in any form from any business described in (i) above; or (iii) induce or attempt to persuade any then-current employee, agent, manager, consultant or director of the Company or any of its subsidiaries to terminate such employment or other relationship in order to enter into any business relationship or business combination with the Consultant or any other person, whether or not in competition with the Company or any of its subsidiaries; or (iv) use contracts, proprietary information, trade secrets, confidential information, customer lists, mailing lists, goodwill, or otherwiseother intangible property used or useful in connection with the business of the Company or any of its subsidiaries; or (v) solicit, divert, or take away from the Company or any of its subsidiaries, or otherwise attempt to establish for Consultant or for any other person, corporation or other business entity, any business relationship with any person who which is, or who at any time during the one year period preceding the Commencement Date was, a customer, client or distributor of the Company or any of its subsidiaries. (b) For the purposes of this Section 6-month period prior to your date of termination had been, employed or engaged by the Companya "Restricted Business" shall mean a person, company, corporation, or induce other entity, whether existing or take any action which to be formed, engaged or has developed plans to engage in the business of Brink’s, Incorporated or Brink’s Home Security, including but not limited to armored transportation of valuables, business and residential security services, cash logistics, and the secured destruction of documents. (c) It is intended to induce any such person to terminate his or her employment or relationship, or otherwise cease his or her relationship, with the Company, or interfere in any manner with the contractual or employment relationship between desire and intent of the Company and Consultant that the provisions of this Section 6 shall be enforced to the fullest extent permissible under the laws and public policies applied in each jurisdiction in which enforcement is sought. Accordingly, if any employee particular portion of this Section 6 shall be adjudicated to be invalid or any other person engaged unenforceable, this Section 6 shall be deemed amended to delete therefrom the portion thus adjudicated to be invalid or unenforceable, such deletion to apply only with respect to the operation of this Section 6 in the particular jurisdiction in which such adjudication is made. The Consultant acknowledges that he has received good and valuable consideration for the restrictive covenants contained in this Section 6. (d) Any breach by Consultant of his obligations under Section 6 shall be considered a material breach of this Agreement which shall not be considered curable but shall result in immediate termination of this Agreement and the CompanyConsulting Period, notwithstanding Section 5(b) above.

Non-Competition and Non-Solicitation. Because of Company's legitimate business interest as described herein and the good and valuable consideration offered to the Employee through the Plan, during the term of Employee's employment and for the term of two (i2) You agree and acknowledge that years, to run consecutively, beginning on the business (the “Business”) last day of the Company is any business activity engaged in, or actively contemplated by the Company (or any Subsidiary) to be engaged in, by the Company (or any Subsidiary) and with which you are or were involved on or prior to your date of termination. (ii) You agree that, except as the Company expressly agrees in writing, during your Employee's employment with the Company and for the 12-month period following termination of your employment Company, for any reasonreason or no reason and whether employment is terminated at the option of the Employee or the Company, you shall the Employee agrees and covenants not within to engage in Prohibited Activity. For purposes of this non-compete clause, "Prohibited Activity" is activity in which i) Employee contributes the Territory (defined below)Employee's knowledge, directly or indirectly, in whole or in part, as an employee, company, owner, operator, manager, advisor, consultant, agent, partner, affiliatedirector, stockholder, joint venturerofficer, directorvolunteer, employee, consultant, contractor, principal, trustee or licensorintern, or in any other similar capacity whatsoever, of to an entity engaged in the same or for any person or entity (other than for similar business as the Company): (A) engage in. Prohibited Activity also includes activity that may require or inevitably require disclosure of Company trade secrets, own, manage, operate, sell, finance, control, advise or participate in the ownership, management, operation, sales, finance or control of, be employed or employed byproprietary information, or be connected in any manner with, any business that competes with (1) the Business or (2) if you have provided services directly to any health maintenance organization, health insurance company or similar health insurance plan, owned or operated by a customer of the Company, during the twelve-month period preceding the termination of your employment with the Company, such customer (each, a “Competitor”). Notwithstanding this Section 14(b)(ii)(A), you may accept employment with a Competitor whose business is diversified, provided that (I) such employment is with a portion of the Competitor’s business that does not provide products or services that are the same as, are similar to, or compete with the Company’s products or services (“Competing Products or Services”) and (II) prior to your acceptance of such employment with Competitor, the Company receives separate written assurances satisfactory to the Company from such Competitor and from you that you will not provide any Competing Products or Services; (B) approach, solicit, divert, interfere with, or take away, the business or patronage of any of the actual or prospective members, customers, or clients of the Company, for a purpose that is competitive with the BusinessConfidential Information; or (Cii) contactEmployee recruits, recruit, solicit, hire, retainsolicits, or employ (whether as an hires any employee, consultant, agent, independent contractordirector or officer of Company or contacts, recruits, solicits or induces, or otherwise) attempts to contact, recruit, solicit or induce, any person who isemployee, consultant, agent, director or officer of Company to terminate his/her employment with, or who at otherwise adversely change, reduce, or cease any time during relationship with Company if the 6-month period prior hiring of such individual would involve, or is likely to your date involve, the unauthorized use or disclosure of termination had beenCompany's Confidential Information; or iii) Employee contacts, employed solicits, diverts, takes away, or engaged by the attempts to contact, solicit, divert or take away, any clients, customers or accounts, or prospective clients, customers or accounts, of Company, or induce any of Company's business with such clients, customers or take any action accounts Company which is intended to induce any such person to terminate his were contacted, solicited or her employment or relationshipserved by Employee, or otherwise cease his were directly or her relationshipindirectly under Employee's responsibility, with the while employed by Company, or interfere the identity of which Employee became aware during the term of employment except as agreed upon in writing signed by a duly authorized officer of Company. It is not a Prohibited Activity for Employee to purchase or own less than five percent (5%) of the publicly traded securities of any manner with corporation, provided that such ownership represents a passive investment and that the contractual Employee is not a controlling person of, or employment relationship between the Company and any employee a member of or any other person engaged by the Companya group that controls, such corporation.

Non-Competition and Non-Solicitation. Executive agrees that, so long as he is employed by Company pursuant to this Agreement, and for a period of twelve (i12) You agree and acknowledge that the business (the “Business”) months following expiration of the Company is any business activity engaged interm or termination of this Agreement, or actively contemplated other than termination by Executive upon the occurrence of an event of default by the Company (or any Subsidiary) to be engaged inCompany, by the Company (or any Subsidiary) and with which you are or were involved on or prior to your date of termination. (ii) You agree that, except as the Company expressly agrees in writing, during your employment with the Company and for the 12-month period following termination of your employment for any reason, you shall not within the Territory (defined below)he will not, directly or indirectly, as an ownera sole proprietor, partner, affiliatemember of a partnership, stockholder, joint venturerinvestor, directorofficer or director of a corporation, or as an employee, consultantagent, contractorassociate, principalconsultant or material creditor of any person, trustee partnership, corporation, joint venture, trust, business trust, association, firm, business organization or licensor, other entity of any kind or nature (hereinafter collectively referred to as "Entity") other than the Company or in any other similar capacity whatsoever, do any of or for any person or entity (other than for the Company):following: (Aa) engage inExecutive will not, in any manner or way whatsoever, own, manage, operate, sellfinance, financejoin, control, advise or participate in the ownership, management, operationoperation or be connected with, salesin any manner or way whatsoever, finance perform services for or control of, be employed otherwise carry on a business anywhere in the world where NeoMedia does business or employed is negotiating to do business at the time of termination which performs any of the services provided at any time by, or be connected 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 at any manner withtime during the term of this Agreement; (b) Executive 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) Executive 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) Executive 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 (1) the Business or (2) if you have provided services directly to any health maintenance organization, health insurance company or similar health insurance plan, owned or operated by a customer business of the Company. For the purposes of this Agreement, during the twelve-month period preceding the termination of your employment with the Companywords "directly or indirectly" as used in Section 7.1 herein shall include, such customer (each, a “Competitor”). Notwithstanding this Section 14(b)(ii)(A), you may accept employment with a Competitor whose business is diversified, provided that (I) such employment is with a portion of the Competitor’s business that does but not provide products or services that are the same as, are similar be limited to, or compete with the Company’s products or services (“Competing Products or Services”i) and (II) prior to your acceptance of such employment with Competitor, the Company receives separate written assurances satisfactory to the Company from such Competitor and from you that you will not provide any Competing Products or Services; (B) approach, solicit, divert, interfere with, or take away, the business or patronage of any of the actual or prospective members, customers, or clients of the Company, for a purpose that is competitive with the Business; or (C) contact, recruit, solicit, hire, retain, or employ (whether acting as an employeeagent, officer, director, representative, consultant, agent, independent contractor, or otherwiseemployee of any Entity or enterprise, and (ii) any person who is, or who at any time during the 6-month period prior to your date of termination had been, employed or engaged by the Company, or induce or take any action which is intended to induce participating in any such person to terminate his competing Entity or her employment enterprise as an owner, partner, limited partner, member, joint venturer, material creditor or relationshipstockholder (except as a stockholder holding less than five percent (5%) interest in a corporation whose shares are traded on a national securities exchange or in the over-the-counter market unless Executive controls such corporation, either alone or otherwise cease his or her relationship, with the Company, or interfere in any manner with the contractual or employment relationship between the Company and any employee of or any other person engaged by the Companyothers).