Common use of Non Competition Confidentiality Clause in Contracts

Non Competition Confidentiality. (a) Executive agrees and acknowledges that reasonable limits on his ability to engage in activities which are competitive with the Company are warranted in order to protect the Company's trade secrets and proprietary information and are warranted in order to protect the Company in developing and maintaining its reputation, good will and status in the marketplace. In that regard, during the 60 months following the Termination Date (the "Continuation Period"), the Executive will not directly or indirectly, on Executive's own behalf or in the service of or on behalf of any other individual or entity, either as a proprietor, employee, agent, independent contractor, consultant, director, officer, partner or stockholder (other than a stockholder of a corporation listed on a national securities exchange or whose stock is regularly traded in the over-the-counter market, provided that the Executive at no time owns, directly or indirectly, in excess of 5% of the outstanding stock of any class of any such corporation): (i) participate or engage in any activities or business developing, manufacturing, marketing or distributing any products or services offered by the Company as of the Effective Time (as defined in the Agreement and Plan of Merger, dated as of February 14, 2000, by and among the Parent, Silversmith Acquisition Corp. and the Company), or any products or services offered by the Company subsequent to the Effective Time and in which the Executive actively participated, recognizing that the Company offers products and services globally ("Competitive Activities"), including, without limitation, (A) selling goods or rendering services of the type (or similar to the type) sold or rendered by the Company, whether by means of electronic, traditional or other form of commerce; (B) soliciting any person or entity that is a current or prospective customer or has been a customer, in each case, of the Company, while the Executive has been employed by the Company (provided that it shall not be deemed a breach of this Agreement if the Executive solicits such customers for goods or services unrelated to the Competitive Activities) and (C) assisting any person in any way to do, or attempt to do, anything prohibited by clauses (A) or (B) above; or (ii) solicit (other than pursuant to general, non-targeted advertisements) any employee of the Company, who was an employee at or prior to the Effective Time, to leave the employment of the Company. (b) Notwithstanding anything to the contrary herein, Executive may remain a director at those companies for which Executive is a director as of the Effective Time, and may engage in any activities or businesses for which the Company has given permission in writing, which shall not be unreasonably withheld (or delayed) following the expiration of three years from the date the Offer is consummated, provided Executive's engaging in such activities or business would not have a material adverse impact on any of the Company's lines of businesses. (i) The Executive shall not, without the written consent of the Company, disclose to any other person or use, whether directly or indirectly, any Confidential Information (as hereinafter defined) relating to or used by the Company, whether in written, oral or other form. "Confidential Information" shall mean information about the Company, and its clients and customers that is not disclosed by the Company for financial reporting purposes and that was learned by the Executive in the course of employment with the Company, including (without limitation) any proprietary knowledge, product and service designs, trade secrets, manuals, technical information and plans, contracts, systems, procedures, databases, electronic files, disks and printouts, correspondence, internal reports, personnel files, information about Company employees relating to their education, experience, skills, abilities, compensation and benefits, and inter-personal relationships with suppliers to and customers of Company, sales and advertising material, business plans, marketing plans, financial data (including without limitation the revenues, costs or profits associated with services), customer and industry lists, customer information, customer lists coupled with product or service pricing, customer contracts, supplier contacts and other contact information, pricing policies, supplies, agents, risk analyses, engineering information and computer screen designs and computer input and output specifications, inclusive of any pertinent documentation, techniques, processes, technical information and know how. The Executive acknowledges that such Confidential Information is specialized, unique in nature and of great value to the Company, and that such information gives the Company a competitive advantage. The Executive's obligations under this Section 10(c) shall survive the termination of the Continuation Period.

Non Competition Confidentiality. (a) Executive agrees and acknowledges that reasonable limits on his ability to engage in activities which are competitive with the Company are warranted in order to protect the Company's trade secrets and proprietary information and are warranted in order to protect the Company in developing and maintaining its reputation, good will and status in the marketplace. In that regard, during the 60 months following the Termination Date (the "Continuation Period"), the Executive will not directly or indirectly, on Executive's own behalf or in the service of or on behalf of any other individual or entity, either as a proprietor, employee, agent, independent contractor, consultant, director, officer, partner or stockholder (other than a stockholder of a corporation listed on a national securities exchange or whose stock is regularly traded in the over-the-counter market, provided that the Executive at no time owns, directly or indirectly, in excess of 5% of the outstanding stock of any class of any such corporation): (i) participate or engage in any activities or business developing, manufacturing, marketing or distributing any products or services offered by the Company as of the Effective Time (as defined in the Agreement and Plan of Merger, dated as of February 14, 2000, by and among the Parent, Silversmith Acquisition Corp. and the Company), or any products or services offered by the Company subsequent to the Effective Time and in which the Executive actively participated, recognizing that the Company offers products and services globally ("Competitive Activities"), including, without limitation, (A) selling goods or rendering services of the type (or similar to the type) sold or rendered by the Company, whether by means of electronic, traditional or other form of commerce; (B) soliciting any person or entity that is a current or prospective customer or has been a customer, in each case, of the Company, while the Executive has been employed by the Company (provided that it shall not be deemed a breach of this Agreement if the Executive solicits such customers for goods or services unrelated to the Competitive Activities) and (C) assisting any person in any way to do, or attempt to do, anything prohibited by clauses (A) or (B) above; or (ii) solicit (other than pursuant to general, non-targeted advertisements) any employee of the Company, who was an employee at or prior to the Effective Time, to leave the employment of the Company. (b) Notwithstanding anything to the contrary herein, Executive may remain a director at those companies for which Executive is a director as of the Effective Time, and may engage in any activities or businesses for which the Company has given permission in writing, which shall not be unreasonably withheld (or delayed) following the expiration of three years one year from the date the Offer is consummated, provided Executive's engaging in such activities or business would not have a material adverse impact on any of the Company's lines of businesses. (i) The Executive shall not, without the written consent of the Company, disclose to any other person or use, whether directly or indirectly, any Confidential Information (as hereinafter defined) relating to or used by the Company, whether in written, oral or other form. "Confidential Information" shall mean information about the Company, and its clients and customers that is not disclosed by the Company for financial reporting purposes and that was learned by the Executive in the course of employment with the Company, including (without limitation) any proprietary knowledge, product and service designs, trade secrets, manuals, technical information and plans, contracts, systems, procedures, databases, electronic files, disks and printouts, correspondence, internal reports, personnel files, information about Company employees relating to their education, experience, skills, abilities, compensation and benefits, and inter-personal relationships with suppliers to and customers of Company, sales and advertising material, business plans, marketing plans, financial data (including without limitation the revenues, costs or profits associated with services), customer and industry lists, customer information, customer lists coupled with product or service pricing, customer contracts, supplier contacts and other contact information, pricing policies, supplies, agents, risk analyses, engineering information and computer screen designs and computer input and output specifications, inclusive of any pertinent documentation, techniques, processes, technical information and know how. The Executive acknowledges that such Confidential Information is specialized, unique in nature and of great value to the Company, and that such information gives the Company a competitive advantage. The Executive's obligations under this Section 10(c) shall survive the termination of the Continuation Period.

Non Competition Confidentiality. (a) Executive agrees and acknowledges that reasonable limits on his ability to engage in activities which are competitive with the Company are warranted in order to protect the Company's trade secrets and proprietary information and are warranted in order to protect the Company in developing and maintaining its reputation, good will and status in the marketplace. In that regard, during the 60 months following the Termination Date (the "Continuation Period"), the Executive will not directly or indirectly, on Executive's own behalf or in the service of or on behalf of any other individual or entity, either as a proprietor, employee, agent, independent contractor, consultant, director, officer, partner or stockholder (other than a stockholder of a corporation listed on a national securities exchange or whose stock is regularly traded in the over-the-counter market, provided that the Executive at no time owns, directly or indirectly, in excess of 5% of the outstanding stock of any class of any such corporation): (i) participate or engage in any activities or business developing, manufacturing, marketing or distributing any products or services offered by the Company as of the Effective Time (as defined in the Agreement and Plan of Merger, dated as of February 14, 2000, by and among the Parent, Silversmith Acquisition Corp. and the Company), or any products or services offered by the Company subsequent to the Effective Time and in which the Executive actively participated, recognizing that the Company offers products and services globally ("Competitive Activities"), including, without limitation, (A) selling goods or rendering services of the type (or similar to the type) sold or rendered by the Company, whether by means of electronic, traditional or other form of commerce; (B) soliciting any person or entity that is a current or prospective customer or has been a customer, in each case, of the Company, while the Executive has been employed by the Company (provided that it shall not be deemed a breach of this Agreement if the Executive solicits such customers for goods or services unrelated to the Competitive Activities) and (C) assisting any person in any way to do, or attempt to do, anything prohibited by clauses (A) or (B) above; or (ii) solicit (other than pursuant to general, non-targeted advertisements) any employee of the Company, who was an employee at or prior to the Effective Time, to leave the employment of the Company. (b) Notwithstanding anything to the contrary herein, Executive may remain a director at those companies for which Executive is a director as of the Effective Time, and may engage in any activities or businesses for which the Company has given permission in writing, which shall not be unreasonably withheld (or delayed) following the expiration of three years from the date the Offer is consummated, provided Executive's engaging in such activities or business would not have a material adverse impact on any of the Company's lines of businesses. (i) The Executive shall not, without the written consent of the Company, disclose to any other person or use, whether directly or indirectly, any Confidential Information (as hereinafter defined) relating to or used by the Company, whether in written, oral or other form. "Confidential Information" shall mean information about the Company, and its clients and customers that is not disclosed by the Company for financial reporting purposes and that was learned by the Executive in the course of employment with the Company, including (without limitation) any proprietary knowledge, product and service designs, trade secrets, manuals, technical information and plans, contracts, systems, procedures, databases, electronic files, disks and printouts, correspondence, internal reports, personnel files, information about Company employees relating to their education, experience, skills, abilities, compensation and benefits, and inter-personal relationships with suppliers to and customers of Company, sales and advertising material, business plans, marketing plans, financial data (including without limitation the revenues, costs or profits associated with services), customer and industry lists, customer information, customer lists coupled with product or service pricing, customer contracts, supplier contacts and other contact information, pricing policies, supplies, agents, risk analyses, engineering information and computer screen designs and computer input and output specifications, inclusive of any pertinent documentation, techniques, processes, technical information and know how. The Executive acknowledges that such Confidential Information is specialized, unique in nature and of great value to the Company, and that such information gives the Company a competitive advantage. The Executive's obligations under this Section 10(c) shall survive the termination of the Continuation Period.

Non Competition Confidentiality. (a) Executive agrees and acknowledges that reasonable limits on his ability to engage in activities which are competitive with the Company are warranted in order to protect the Company's trade secrets and proprietary information and are warranted in order to protect the Company in developing and maintaining its reputation, good will and status in the marketplace. In that regard, during the 60 24 months following the Termination Date (the "Continuation Period"), the Executive will not directly or indirectly, on Executive's own behalf or in the service of or on behalf of any other individual or entity, either as a proprietor, employee, agent, independent contractor, consultant, director, officer, partner or stockholder (other than a stockholder of a corporation listed on a national securities exchange or whose stock is regularly traded in the over-the-counter market, provided that the Executive at no time owns, directly or indirectly, in excess of 5% of the outstanding stock of any class of any such corporation): (i) participate or engage in any activities or business developing, manufacturing, marketing or distributing any products or services offered by the Company as of the Effective Time (as defined in the Agreement and Plan of Merger, dated as of February 14, 2000, by and among the Parent, Silversmith Acquisition Corp. and the Company), or any products or services offered by the Company subsequent to the Effective Time and in which the Executive actively participated, recognizing that the Company offers products and services globally ("Competitive Activities"), including, without limitation, (A) selling goods or rendering services of the type (or similar to the type) sold or rendered by the Company, whether by means of electronic, traditional or other form of commerce; (B) soliciting any person or entity that is a current or prospective customer or has been a customer, in each case, of the Company, while the Executive has been employed by the Company (provided that it shall not be deemed a breach of this Agreement if the Executive solicits such customers for goods or services unrelated to the Competitive Activities) and (C) assisting any person in any way to do, or attempt to do, anything prohibited by clauses (A) or (B) above; or (ii) solicit (other than pursuant to general, non-targeted advertisements) any employee of the Company, who was an employee at or prior to the Effective Time, to leave the employment of the Company. (b) Notwithstanding anything to the contrary herein, Executive may remain a director at those companies for which Executive is a director as of the Effective Time, and may engage in any activities or businesses for which the Company has given permission in writing, which shall not be unreasonably withheld (or delayed) following the expiration of three years one year from the date the Offer is consummated, provided Executive's engaging in such activities or business would not have a material adverse impact on any of the Company's lines of businesses. (i) The Executive shall not, without the written consent of the Company, disclose to any other person or use, whether directly or indirectly, any Confidential Information (as hereinafter defined) relating to or used by the Company, whether in written, oral or other form. "Confidential Information" shall mean information about the Company, and its clients and customers that is not disclosed by the Company for financial reporting purposes and that was learned by the Executive in the course of employment with the Company, including (without limitation) any proprietary knowledge, product and service designs, trade secrets, manuals, technical information and plans, contracts, systems, procedures, databases, electronic files, disks and printouts, correspondence, internal reports, personnel files, information about Company employees relating to their education, experience, skills, abilities, compensation and benefits, and inter-personal relationships with suppliers to and customers of Company, sales and advertising material, business plans, marketing plans, financial data (including without limitation the revenues, costs or profits associated with services), customer and industry lists, customer information, customer lists coupled with product or service pricing, customer contracts, supplier contacts and other contact information, pricing policies, supplies, agents, risk analyses, engineering information and computer screen designs and computer input and output specifications, inclusive of any pertinent documentation, techniques, processes, technical information and know how. The Executive acknowledges that such Confidential Information is specialized, unique in nature and of great value to the Company, and that such information gives the Company a competitive advantage. The Executive's obligations under this Section 10(c) shall survive the termination of the Continuation Period.

Non Competition Confidentiality. (a) Executive agrees and acknowledges that reasonable limits on Until the second anniversary of the termination of his ability to engage in activities which are competitive or her employment with the Company are warranted in order (such period being referred to protect the Company's trade secrets and proprietary information and are warranted in order to protect the Company in developing and maintaining its reputation, good will and status in the marketplace. In that regard, during the 60 months following the Termination Date (herein as the "Continuation PeriodNoncompetition Term"), each Management Shareholder agrees to refrain from, anywhere in the Executive will not world, directly or indirectly, on Executive's own behalf indirectly through any affiliate (whether individually or in the service of or on behalf of any other individual or entity, either as a proprietorprincipal, officer, director, employee, agentshareholder, independent contractorinvestor, consultant, directoradvisor, officerpartner, partner joint venturer, agent, equity owner, or stockholder in any other capacity whatsoever); (other than a stockholder i) engaging or participating in any activity with respect to the marketing or sale of a corporation listed services that compete with the business of the Company and its Subsidiaries as conducted as of the Closing Date; provided, however, that the foregoing shall not be construed to preclude any Management Shareholder or any of their respective affiliates from making any investments in the securities of any Person, whether or not engaged in competition with the business of the Company and its Subsidiaries as conducted as of the Closing Date, to the extent that such securities are actively traded on a national securities exchange or whose stock is regularly traded in the over-the-counter marketmarket in the United States or any foreign securities exchange and such investment does not exceed one percent (1%) of the issued and outstanding shares of such Person or give such Management Shareholder or any of its affiliates the right or power to control or participate directly in making the policy decisions of such Person; or (ii) causing or attempting to cause (A) any customer to whom the Company or any Subsidiary supplies services to terminate any purchase or other similar contract or relationship with the Company or any Subsidiary after the Closing or to replace the Company as a supplier of services, provided that in whole or in part, with any other Person, or (B) any supplier to the Executive at no time ownsCompany or any Subsidiary to terminate any supply or other similar contract or relationship with the Company; or (iii) except in furtherance of the business of the Company encouraging, soliciting, or inducing any manager, officer, supervisor, or other Employee of the Company or any Subsidiary to terminate his or her employment relationship with the Company or any Subsidiary or to become employed by any Person other than the Company or any Subsidiary. (b) From and after the date hereof, the Management Shareholders will not, and will cause their respective affiliates not to, directly or indirectly, in excess disclose, reveal, divulge or communicate to any Person other than authorized officers, directors and employees of 5% Holding, the Company, its Subsidiaries or affiliates of the outstanding stock of any class of any such corporation): (i) participate Holding or engage in any activities or business developing, manufacturing, marketing or distributing any products or services offered by the Company as or use or otherwise exploit for its own benefit or for the benefit of anyone other than the Effective Time Company or Holding, any Confidential Information (as defined below). The Management Shareholders agree that they shall not have any obligation to keep confidential any Confidential Information if and to the extent disclosure thereof is specifically required by law; provided, however, that in the Agreement and Plan of Mergerevent disclosure is required by applicable law, dated as of February 14, 2000, by and among the Parent, Silversmith Acquisition Corp. and the Company), or any products or services offered by such Management Shareholder shall provide the Company subsequent and Holding with prompt notice of such requirement prior to the Effective Time and in which the Executive actively participated, recognizing making any disclosure so that the Company offers products and services globally (Holding may seek an appropriate protective order. For purposes of this Section 6.1 "Competitive Activities")Confidential Information" shall mean any confidential information with respect to the conduct or details of the business of the Company or any Subsidiary, including, without limitation, (A) selling goods methods of operation, customers, and customer lists, products, proposed products, former products, proposed, pending or rendering services completed acquisitions of the type (or similar to the type) sold or rendered by the Companyany company, whether by means of electronicdivision, traditional product line or other form of commerce; (B) soliciting any person or entity that is a current or prospective customer or has been a customerbusiness unit, in each caseprices, of the Companyfees, while the Executive has been employed by the Company (provided that it shall not be deemed a breach of this Agreement if the Executive solicits such customers for goods or services unrelated to the Competitive Activities) and (C) assisting any person in any way to docosts, or attempt to doplans, anything prohibited by clauses (A) or (B) above; or (ii) solicit (other than pursuant to generaldesigns, non-targeted advertisements) any employee of the Companytechnology, who was an employee at or prior to the Effective Time, to leave the employment of the Company. (b) Notwithstanding anything to the contrary herein, Executive may remain a director at those companies for which Executive is a director as of the Effective Time, and may engage in any activities or businesses for which the Company has given permission in writing, which shall not be unreasonably withheld (or delayed) following the expiration of three years from the date the Offer is consummated, provided Executive's engaging in such activities or business would not have a material adverse impact on any of the Company's lines of businesses. (i) The Executive shall not, without the written consent of the Company, disclose to any other person or use, whether directly or indirectly, any Confidential Information (as hereinafter defined) relating to or used by the Company, whether in written, oral or other form. "Confidential Information" shall mean information about the Company, and its clients and customers that is not disclosed by the Company for financial reporting purposes and that was learned by the Executive in the course of employment with the Company, including (without limitation) any proprietary knowledge, product and service designsinventions, trade secrets, manualsknow-how, technical information and software, marketing methods, policies, plans, contractspersonnel, systemssuppliers, procedurescompetitors, databasesmarkets or other specialized information or proprietary matters. The term Confidential Information does not include, electronic files, disks and printouts, correspondence, internal reports, personnel filesthere shall be no obligation hereunder with respect to, information about Company employees relating to their education, experience, skills, abilities, compensation and benefits, and inter-personal relationships with suppliers to and customers of Company, sales and advertising material, business plans, marketing plans, financial data that (including without limitation the revenues, costs or profits associated with services), customer and industry lists, customer information, customer lists coupled with product or service pricing, customer contracts, supplier contacts and other contact information, pricing policies, supplies, agents, risk analyses, engineering information and computer screen designs and computer input and output specifications, inclusive of any pertinent documentation, techniques, processes, technical information and know how. The Executive acknowledges that such Confidential Information i) is specialized, unique in nature and of great value generally available to the Companypublic on the date of this Agreement, and that or (ii) becomes generally available to the public other than as a result of a disclosure by the Management Shareholder or not otherwise permissible thereunder, or (iii) the Management Shareholder learns from other sources where such information gives sources have not violated their confidentiality obligation to the Company a competitive advantage. The Executive's obligations under this Section 10(c) shall survive the termination of the Continuation Periodor Holding or their respective affiliates.

Non Competition Confidentiality. Each Investor expressly covenants and agrees: (a) Executive agrees That from and acknowledges that reasonable limits on his ability after the Closing through the later of (x) the fifth anniversary of the Closing Date and (y) three years following the date the Investors (or any Permitted Transferee thereof (as defined in the Stockholders Agreement)) cease to engage own any equity interest in activities which are competitive with the Company are warranted in order to protect the Company's trade secrets and proprietary information and are warranted in order to protect the Company in developing and maintaining its reputation, good will and status in the marketplace. In that regard, during the 60 months following the Termination Date or any Subsidiary (the "Continuation “Non-Competition Period"”), the Executive such Investor will not, and will not permit any of his Affiliates to, directly or indirectly, on Executive's own behalf or in the service of or on behalf of any other individual or entityas an officer, either as a proprietordirector, stockholder, partner, associate, owner, employee, agent, independent contractor, consultant, directorlender or otherwise, officerbecome or be interested in or associated with any other organization, partner corporation, firm or stockholder (other business which is engaged in the same or a competitive business with the Company’s business or with the business of any Subsidiary of the Company in any geographical area in which the Company or any of its Subsidiaries is so engaged. It is agreed that ownership, directly or indirectly, of not more than a stockholder one 1% percent of the issued and outstanding stock of a corporation listed Corporation, the shares of which are regularly traded on a national securities exchange or whose stock is regularly traded in the over-the-counter marketmarket shall not be deemed in and of itself to be in violation of the preceding sentence. As used herein, provided that the Executive at no time owns“Affiliates” means, with respect to any Person, any other Person who directly or indirectlyindirectly through one or more intermediaries controls, in excess of 5% is controlled by, or is under common control with, such Person; “control” means the possession, direct or indirect, of the outstanding stock power to direct or cause the direction of the management and policies of a Person, whether through ownership of voting securities, by contract or otherwise. If, at any class time following DG’s termination of any such corporation): (i) participate or engage in any activities or business developing, manufacturing, marketing or distributing any products or services offered by employment with the Company as of and its Subsidiaries, the Effective Time Company notifies DG in writing under the Employment Agreement that DG’s obligations under the Covenant Not to Compete (as defined in the Agreement and Plan Employment Agreement) are terminated, then, following receipt by DG of Merger, dated as of February 14, 2000, by and among the Parent, Silversmith Acquisition Corp. and the Company), or any products or services offered by the Company subsequent to the Effective Time and in which the Executive actively participated, recognizing that the Company offers products and services globally ("Competitive Activities"), including, without limitation, (A) selling goods or rendering services of the type (or similar to the type) sold or rendered by such written notice from the Company, whether this Section 7(a) shall have no further force and effect and the Investors shall no longer be bound by means of electronic, traditional or other form of commerce; (B) soliciting any person or entity that is a current or prospective customer or has been a customer, in each case, of subject to the Company, while the Executive has been employed by the Company (provided that it shall not be deemed a breach provisions of this Agreement if the Executive solicits such customers for goods or services unrelated to the Competitive Activities) and (C) assisting any person in any way to do, or attempt to do, anything prohibited by clauses (A) or (B) above; or (ii) solicit (other than pursuant to general, non-targeted advertisements) any employee of the Company, who was an employee at or prior to the Effective Time, to leave the employment of the CompanySection 7(a). (b) Notwithstanding anything to the contrary herein, Executive may remain a director at those companies for which Executive is a director as of the Effective Time, and may engage in any activities or businesses for which the Company has given permission in writing, which shall not be unreasonably withheld (or delayed) following the expiration of three years from the date the Offer is consummated, provided Executive's engaging in such activities or business would not have a material adverse impact on any of the Company's lines of businesses. (i) The Executive shall not, without the written consent of the Company, disclose to any other person or use, whether directly or indirectly, any Confidential Information (as hereinafter defined) relating to or used by the Company, whether in written, oral or other form. "Confidential Information" shall mean information about the Company, and its clients and customers that is not disclosed by the Company for financial reporting purposes and that was learned by the Executive in the course of employment with the Company, including (without limitation) any proprietary knowledge, product and service designs, trade secrets, manuals, technical information and plans, contracts, systems, procedures, databases, electronic files, disks and printouts, correspondence, internal reports, personnel files, information about Company employees relating to their education, experience, skills, abilities, compensation and benefits, and inter-personal relationships with suppliers to and customers of Company, sales and advertising material, business plans, marketing plans, financial data (including without limitation the revenues, costs or profits associated with services), customer and industry lists, customer information, customer lists coupled with product or service pricing, customer contracts, supplier contacts and other contact information, pricing policies, supplies, agents, risk analyses, engineering information and computer screen designs and computer input and output specifications, inclusive of any pertinent documentation, techniques, processes, technical information and know how. The Executive acknowledges that such Confidential Information is specialized, unique in nature and of great value to the Company, and that such information gives the Company a competitive advantage. The Executive's obligations under this Section 10(c) shall survive the termination of the Continuation Period.

Non Competition Confidentiality. (a) The Executive agrees acknowledges and acknowledges that reasonable limits on his ability to engage in activities which are recognizes the highly competitive with nature of the businesses of the Company are warranted in order and its subsidiaries and accordingly agrees as follows: (i) During the Employment Term and for a period of one (1) year following the date the Executive ceases to protect the Company's trade secrets and proprietary information and are warranted in order to protect be employed by the Company in developing and maintaining its reputation, good will and status in the marketplace. In that regard, during the 60 months following the Termination Date (the "Continuation Restricted Period"), the Executive will not directly or indirectly, on (A) engage in any business for the Executive's own behalf account that materially competes with the business of the Company as such business is in effect as of the date of the termination, and as to which the Executive had significant involvement, (B) enter the employ of, or render any services to, any person engaged in any business that materially competes with the service business of the Company as such business is in effect as of the date of the termination, and as to which the Executive had significant involvement, (C) acquire a financial interest in, or on behalf otherwise become actively involved with, any person engaged in any business that materially competes with the business of any other individual the Company as such business is in effect as of the date of the termination, and as to which the Executive had significant involvement, directly or entityindirectly, either as a proprietoran individual, employeepartner, shareholder, officer, director, principal, agent, independent contractor, trustee or consultant, directoror (D) interfere with business relationships (whether formed before or after the date of the Agreement) between the Company and customers or suppliers of the Company. (ii) Notwithstanding anything to the contrary in the Agreement, officerthe Executive may, partner directly or stockholder (other than a stockholder indirectly own, solely as an investment, securities of a corporation listed any person engaged in the business of the Company which are publicly traded on a national securities or regional stock exchange or whose stock is regularly traded in on the over-the-counter market, provided that market if the Executive at no time owns(A) is not a controlling person of, or a member of a group which controls, such person and (B) does not, directly or indirectly, in excess of 5own 1% of the outstanding stock or more of any class of any securities of such corporation): (i) participate or engage in any activities or business developing, manufacturing, marketing or distributing any products or services offered by the Company as of the Effective Time (as defined in the Agreement and Plan of Merger, dated as of February 14, 2000, by and among the Parent, Silversmith Acquisition Corp. and the Company), or any products or services offered by the Company subsequent to the Effective Time and in which the Executive actively participated, recognizing that the Company offers products and services globally ("Competitive Activities"), including, without limitation, (A) selling goods or rendering services of the type (or similar to the type) sold or rendered by the Company, whether by means of electronic, traditional or other form of commerce; (B) soliciting any person or entity that is a current or prospective customer or has been a customer, in each case, of the Company, while the Executive has been employed by the Company (provided that it shall not be deemed a breach of this Agreement if the Executive solicits such customers for goods or services unrelated to the Competitive Activities) and (C) assisting any person in any way to do, or attempt to do, anything prohibited by clauses (A) or (B) above; or (ii) solicit (other than pursuant to general, non-targeted advertisements) any employee of the Company, who was an employee at or prior to the Effective Time, to leave the employment of the Companyperson. (b) Notwithstanding anything The Executive agrees that he will not, at any time during or after the Employment Term, make use of or divulge to the contrary hereinany other person, Executive may remain a director at those companies for which Executive is a director as of the Effective Timefirm or company, and may engage in any activities or businesses for which the Company has given permission in writing, which shall not be unreasonably withheld (or delayed) following the expiration of three years from the date the Offer is consummated, provided Executive's engaging in such activities trade or business would not have a material adverse impact on secret, process, method or means, or any of other confidential information concerning the Company's lines of businesses. (i) The Executive shall not, without the written consent business or policies of the Company, disclose to which he may have learned in connection with his employment. For purposes of the Agreement, a "trade or business secret, process, method or means, or any other person confidential information" shall mean and include written information treated as confidential or use, whether directly or indirectly, any Confidential Information (as hereinafter defined) relating to or used a trade secret by the Company. The Executive's obligation under this Section 9(b) shall not apply to any information which (i) is known publicly; (ii) is in the public domain or hereafter enters the public domain without the fault of the Executive; (iii) is known to the Executive prior to his receipt of such information from the Company, or (iv) is hereafter disclosed to the Executive by a third party not under an obligation of confidence to the Company. The Executive agrees not to remove from the premises of the Company, except as an employee of the Company in pursuit of the business of the Company or except as specifically permitted in writing by the Board, any document or other object containing or reflecting any such confidential information. The Executive recognizes that all such documents and objects, whether developed by him or by someone else, will be the sole exclusive property of the Company. Except as specifically authorized by the Board upon termination of his employment hereunder, the Executive shall forthwith deliver to the Company all such confidential information, including without limitation all lists of customers, correspondence, accounts, records and any other documents or property made or held by him or under his control in written, oral relation to the business or other form. "Confidential Information" shall mean information about affairs of the Company, and its clients no copy of any such confidential information shall be retained by him. (c) It is expressly understood and customers agreed that is not disclosed by although the Executive and the Company for financial reporting purposes and consider the restrictions contained in this Section 9 to be reasonable, if a final judicial determination is made by a court of competent jurisdiction that was learned by the Executive time or territory or any other restriction contained in the course Agreement is an unenforceable restriction against the Executive, the provisions of employment with the CompanyAgreement shall not be rendered void but shall be deemed amended to apply as to such maximum time and territory and to such maximum extent as such court may judicially determine or indicate to be enforceable. Alternatively, including (without limitation) if any proprietary knowledge, product and service designs, trade secrets, manuals, technical information and plans, contracts, systems, procedures, databases, electronic files, disks and printouts, correspondence, internal reports, personnel files, information about Company employees relating to their education, experience, skills, abilities, compensation and benefitscourt of competent jurisdiction finds that any restriction contained in the Agreement is unenforceable, and inter-personal relationships with suppliers such restriction cannot be amended so as to and customers of Companymake it enforceable, sales and advertising material, business plans, marketing plans, financial data (including without limitation such finding shall not affect the revenues, costs or profits associated with services), customer and industry lists, customer information, customer lists coupled with product or service pricing, customer contracts, supplier contacts and other contact information, pricing policies, supplies, agents, risk analyses, engineering information and computer screen designs and computer input and output specifications, inclusive enforceability of any pertinent documentation, techniques, processes, technical information and know how. The Executive acknowledges that such Confidential Information is specialized, unique in nature of the other restrictions contained herein. (d) For purposes of this Section 9 and of great value to the CompanySection 10 hereof, and that such information gives the Company a competitive advantage. The Executive's obligations under this Section 10(c) shall survive be construed to include the termination Company and each of the Continuation Periodits subsidiaries.

Non Competition Confidentiality. (a) Executive agrees and acknowledges that reasonable limits on his ability to engage in activities which are competitive with the Company are warranted in order to protect the Company's trade secrets and proprietary information and are warranted in order to protect the Company in developing and maintaining its reputation, good will and status in the marketplace. In that regard, during the 60 24 months following the Termination Date (the "Continuation Period"), the Executive will not directly or indirectly, on Executive's own behalf or in the service of or on behalf of any other individual or entity, either as a proprietor, employee, agent, independent contractor, consultant, director, officer, partner or stockholder (other than a stockholder of a corporation listed on a national securities exchange or whose stock is regularly traded in the over-the-counter market, provided that the Executive at no time owns, directly or indirectly, in excess of 5% of the outstanding stock of any class of any such corporation): (i) participate or engage in any activities or business developing, manufacturing, marketing or distributing any products or services offered by the Company as of the Effective Time (as defined in the Agreement and Plan of Merger, dated as of February 14, 2000, by and among the Parent, Silversmith Acquisition Corp. and the Company), or any products or services offered by the Company subsequent to the Effective Time and in which the Executive actively participated, recognizing that the Company offers products and services globally ("Competitive Activities"), including, without limitation, (A) selling goods or rendering services of the type (or similar to the type) sold or rendered by the Company, whether by means of electronic, traditional or other form of commerce; (B) soliciting any person or entity that is a current or prospective customer or has been a customer, in each case, of the Company, while the Executive has been employed by the Company (provided that it shall not be deemed a breach of this Agreement if the Executive solicits such customers for goods or services unrelated to the Competitive Activities) and (C) assisting any person in any way to do, or attempt to do, anything prohibited by clauses (A) or (B) above; or (ii) solicit (other than pursuant to general, non-targeted advertisements) any employee of the Company, who was an employee at or prior to the Effective Time, to leave the employment of the Company. (b) Notwithstanding anything to the contrary herein, Executive may remain a director at those companies for which Executive is a director as of the Effective Time, and may engage in any activities or businesses for which the Company has given permission in writing, which shall not be unreasonably withheld (or delayed) following the expiration of three years one year from the date the Offer is consummated, provided Executive's engaging in such activities or business would not have a material adverse impact on any of the Company's lines of businesses. The Company and Parent expressly agree that the Executive shall not be in breach of Section 10(a) hereof if the Executive renders legal services as outside counsel to any business, individual or entity. (i) The Executive shall not, without the written consent of the Company, disclose to any other person or use, whether directly or indirectly, any Confidential Information (as hereinafter defined) relating to or used by the Company, whether in written, oral or other form. "Confidential Information" shall mean information about the Company, and its clients and customers that is not disclosed by the Company for financial reporting purposes and that was learned by the Executive in the course of employment with the Company, including (without limitation) any proprietary knowledge, product and service designs, trade secrets, manuals, technical information and plans, contracts, systems, procedures, databases, electronic files, disks and printouts, correspondence, internal reports, personnel files, information about Company employees relating to their education, experience, skills, abilities, compensation and benefits, and inter-personal relationships with suppliers to and customers of Company, sales and advertising material, business plans, marketing plans, financial data (including without limitation the revenues, costs or profits associated with services), customer and industry lists, customer information, customer lists coupled with product or service pricing, customer contracts, supplier contacts and other contact information, pricing policies, supplies, agents, risk analyses, engineering information and computer screen designs and computer input and output specifications, inclusive of any pertinent documentation, techniques, processes, technical information and know how. The Executive acknowledges that such Confidential Information is specialized, unique in nature and of great value to the Company, and that such information gives the Company a competitive advantage. The Executive's obligations under this Section 10(c) shall survive the termination of the Continuation Period.

Non Competition Confidentiality. (a) Executive agrees and acknowledges that reasonable limits on his ability to engage in activities which are competitive with the Company are warranted in order to protect the Company's trade secrets and proprietary information and are warranted in order to protect the Company in developing and maintaining its reputation, good will and status in the marketplace. In that regard, during the 60 months following the Termination Date (the "Continuation Period"), the Executive will not directly or indirectly, on Executive's own behalf or in the service of or on behalf of any other individual or entity, either as a proprietor, employee, agent, independent contractor, consultant, director, officer, partner or stockholder (other than a stockholder of a corporation listed on a national securities exchange or whose stock is regularly traded in the over-the-counter market, provided that the Executive at no time owns, directly or indirectly, in excess of 5% of the outstanding stock of any class of any such corporation): (i) participate or engage in any activities or business developing, manufacturingmanu facturing, marketing or distributing any products or services offered by the Company as of the Effective Time (as defined in the Agreement and Plan of Merger, dated as of February 14, 2000, by and among the Parent, Silversmith Acquisition Corp. and the Company), or any products or services offered by the Company subsequent to the Effective Time and in which the Executive actively participated, recognizing that the Company offers products and services globally ("Competitive Activities"), including, without limitation, (A) selling goods or rendering services of the type (or similar to the type) sold or rendered by the Company, whether by means of electronic, traditional or other form of commerce; (B) soliciting any person or entity that is a current or prospective customer or has been a customer, in each case, of the Company, while the Executive has been employed by the Company (provided that it shall not be deemed a breach of this Agreement if the Executive solicits such customers for goods or services unrelated to the Competitive Activities) and (C) assisting any person in any way to do, or attempt to do, anything prohibited by clauses (A) or (B) above; or (ii) solicit (other than pursuant to general, non-targeted advertisements) any employee of the Company, who was an employee at or prior to the Effective Time, to leave the employment of the Company. (b) Notwithstanding anything to the contrary herein, Executive may remain a director at those companies for which Executive is a director as of the Effective Time, and may engage in any activities or businesses for which the Company has given permission in writing, which shall not be unreasonably withheld (or delayed) following the expiration of three years from the date the Offer is consummated, provided Executive's engaging in such activities or business would not have a material adverse impact on any of the Company's lines of businesses. (i) The Executive shall not, without the written consent of the Company, disclose to any other person or use, whether directly or indirectly, any Confidential Information (as hereinafter defined) relating to or used by the Company, whether in written, oral or other form. "Confidential Information" shall mean information about the Company, and its clients and customers that is not disclosed by the Company for financial reporting purposes and that was learned by the Executive in the course of employment with the Company, including (without limitation) any proprietary knowledge, product and service designs, trade secrets, manuals, technical information and plans, contracts, systems, procedures, databases, electronic files, disks and printouts, correspondence, internal reports, personnel files, information about Company employees relating to their education, experience, skills, abilities, compensation and benefits, and inter-personal relationships with suppliers to and customers of Company, sales and advertising material, business plans, marketing plans, financial data (including without limitation the revenues, costs or profits associated with services), customer and industry lists, customer information, customer lists coupled with product or service pricing, customer contracts, supplier contacts and other contact information, pricing policies, supplies, agents, risk analyses, engineering information and computer screen designs and computer input and output specifications, inclusive of any pertinent documentation, techniques, processes, technical information and know how. The Executive acknowledges that such Confidential Information is specialized, unique in nature and of great value to the Company, and that such information gives the Company a competitive advantage. The Executive's obligations under this Section 10(c) shall survive the termination of the Continuation Period.of

Non Competition Confidentiality. (a) 4.1 The Executive agrees and acknowledges that reasonable limits on his ability to engage in activities which are competitive during the Executive’s employment with the Company are warranted Company, and, thereafter for the period in order to protect the Company's trade secrets and proprietary information and are warranted which salary continuation may be provided in order to protect the Company in developing and maintaining its reputation, good will and status in the marketplace. In that regard, during the 60 months following the Termination Date (the "Continuation Period")accordance with Section 3.2(e)(iii) but not more than 6 months, the Executive will not directly or indirectly, on Executive's own behalf or in the service of or on behalf of any other individual or entity, either as a proprietor, employee, agent, independent contractor, consultant, director, officer, partner or stockholder (other than a stockholder of a corporation listed on a national securities exchange or whose stock is regularly traded in the over-the-counter market, provided that the Executive at no time ownsnot, directly or indirectly, in excess of 5% do or suffer any of the outstanding stock of following: a) Own, manage, control or participate in the ownership, management or control of, or be employed or engaged by or otherwise affiliated or associated (collectively, “Employed”), as a consultant, employee, independent contractor or otherwise with, any class of any such other individual, corporation): (i) participate , partnership, proprietorship, firm, association, or other business entity, or otherwise engage in any activities business, which is engaged in any manner in, or otherwise competes with, the business developing, manufacturing, marketing or distributing any products or services offered by of the Company as or any of the Effective Time its subsidiaries (as defined in conducted on the Agreement and Plan of Merger, dated as of February 14, 2000, by and among the Parent, Silversmith Acquisition Corp. and the Company), or any products or services offered by the Company subsequent to the Effective Time and in which date the Executive actively participated, recognizing that the Company offers products and services globally ("Competitive Activities"), including, without limitation, (A) selling goods or rendering services of the type (or similar ceases to the type) sold or rendered by the Company, whether by means of electronic, traditional or other form of commerce; (B) soliciting any person or entity that is a current or prospective customer or has been a customer, in each case, of the Company, while the Executive has been be employed by the Company in any capacity, including as a consultant) (provided a “Prohibited Business”) in Canada or any of the foreign countries in which the Company or any of its subsidiaries is doing business (a “Competing Business”) for so long as this Section 4.1(a) shall remain in effect, nor solicit any person or business that it was at the time of the Executive’s termination of employment, or within one year prior thereto, a customer or supplier of the Company or any of its subsidiaries; provided, however, that, notwithstanding the foregoing, the Executive shall not be deemed to be Employed by a breach of this Agreement Competing Business if the Board or a committee of the Board determines that the Executive solicits has established by clear and convincing evidence all of the following: (A) such customers for goods or services unrelated to entity (including its subsidiaries in aggregate) does not derive Material Revenues (as defined below) from the Competitive Activitiesaggregate of all Prohibited Businesses, (B) such entity (including its subsidiaries in aggregate) is not a Competitor (as defined below) of the Company and its subsidiaries and (C) assisting any person in any way to doExecutive has no direct responsibility for, or attempt otherwise, with respect to doany Prohibited Business; for purposes of this clause (a), anything prohibited by clauses (A) “Material Revenues” shall mean that 5% or (B) above; or (ii) solicit (other than pursuant to general, non-targeted advertisements) any employee more of the Company, who was an employee at or prior to the Effective Time, to leave the employment revenues of the Company. entity (bincluding its subsidiaries in aggregate) Notwithstanding anything to are derived from the contrary herein, Executive may remain aggregate of all Prohibited Businesses; an entity shall be deemed a director at those companies for which Executive is a director as “Competitor” of the Effective Time, Company and may engage its subsidiaries if the combined gross receipts of the entity (including its subsidiaries in aggregate) from any activities or businesses for which Prohibited Business is more than 25% of the gross receipts of the Company has given permission in writing, which shall not be unreasonably withheld (or delayed) following the expiration of three years from the date the Offer is consummated, provided Executive's engaging and its subsidiaries in such activities or business would not have a material adverse impact on any of the Company's lines of businesses. (i) The Executive shall not, without the written consent of the Company, disclose to any other person or use, whether directly or indirectly, any Confidential Information (as hereinafter defined) relating to or used by the Company, whether in written, oral or other form. "Confidential Information" shall mean information about the Company, and its clients and customers that is not disclosed by the Company for financial reporting purposes and that was learned by the Executive in the course of employment with the Company, including (without limitation) any proprietary knowledge, product and service designs, trade secrets, manuals, technical information and plans, contracts, systems, procedures, databases, electronic files, disks and printouts, correspondence, internal reports, personnel files, information about Company employees relating to their education, experience, skills, abilities, compensation and benefits, and inter-personal relationships with suppliers to and customers of Company, sales and advertising material, business plans, marketing plans, financial data (including without limitation the revenues, costs or profits associated with services), customer and industry lists, customer information, customer lists coupled with product or service pricing, customer contracts, supplier contacts and other contact information, pricing policies, supplies, agents, risk analyses, engineering information and computer screen designs and computer input and output specifications, inclusive of any pertinent documentation, techniques, processes, technical information and know how. The Executive acknowledges that such Confidential Information is specialized, unique in nature and of great value to the Company, and that such information gives the Company a competitive advantage. The Executive's obligations under this Section 10(c) shall survive the termination of the Continuation Period.Prohibited Business;

Non Competition Confidentiality. In consideration of the compensation described in this Agreement, Employee agrees that while he is employed by Corporation and for the two (a2) Executive agrees and acknowledges that reasonable limits on his ability to engage in activities which are competitive with the Company are warranted in order to protect the Company's trade secrets and proprietary information and are warranted in order to protect the Company in developing and maintaining its reputation, good will and status in the marketplace. In that regard, during the 60 months year period following the Termination Date conclusion of his employment with Corporation (the "Continuation Non-Compete Period"), Employee shall not, either directly or indirectly (and whether or not for compensation), work for, be employed by, own, participate or engage in, or have any interest in, any person, firm, entity, partnership, limited partnership, limited liability company, corporation or business (whether as an employee, owner, partner, member, shareholder, officer, director, agent, creditor, consultant or in any capacity which calls for the Executive will rendering of personal services, advice, acts of management, operation or control) that engages in activities in any of the counties in any of the states in which Corporation or any of its affiliates (the "Lason Group") transacts business which are substantially the same as or competitive with the activities engaged in by the Lason Group including but not limited to the following: document management, records management and business communications including, but not limited to, photocopying, imaging, scanning and conversion and related services ancillary to all of the foregoing and outgrowths thereof (the "Business"), so long as the Lason Group (or any successor) shall, directly or indirectly, on Executive's own behalf or be engaged in the service Business in any such county. The foregoing shall not, however, be deemed to prevent Employee from owning in the aggregate up to 5% of or on behalf the securities of any other individual or entity, either as a proprietor, employee, agent, independent contractor, consultant, director, officer, partner or stockholder (other than a stockholder corporation the shares of a corporation listed which are traded on a national securities exchange or whose stock is regularly traded in the over-the-counter market, provided . Employee further agrees that the Executive at no time ownshe shall not, directly or indirectly, in excess of 5% of at any time during the outstanding stock of any class of any such corporation): Non-Compete Period: (i) participate divert or engage in attempt to divert from the Lason Group any activities or business developing, manufacturing, marketing or distributing of any products or services offered by the Company as of the Effective Time (as defined in the Agreement and Plan of Merger, dated as of February 14, 2000, by and among the Parent, Silversmith Acquisition Corp. and the Company), or any products or services offered by the Company subsequent to the Effective Time and kind in which the Executive actively participatedLason Group is engaged; (ii) take any action that causes the termination of a business relationship between the Lason Group and any customer or supplier of the Lason Group; or (iii) induce or attempt to induce any person who is an employee of the Lason Group to leave the employ of the Lason Group. During the term of this Agreement and the Non-Compete Period, recognizing that Employee shall keep secret and inviolate and shall not divulge, communicate, use to the Company offers products and services globally ("Competitive Activities")detriment of the Lason Group or for the benefit of any other person or persons or misuse in any way any knowledge or information of a confidential nature, including, without limitation, (A) selling goods or rendering services all trade secrets, information, computer programs, technical data, customer lists and unpublished matters relating to the business, assets, accounts, books, records, customers and contracts of the type (Lason Group which he may or similar hereafter come to know as a result of his association with and which is unique to the type) sold or rendered by the Company, whether by means of electronic, traditional or other form of commerce; Lason Group (B) soliciting any person or entity that is a current or prospective customer or has been a customer, in each case, of the Company, while the Executive has been employed by the Company (provided that it "Confidential Information"). Information shall not be deemed a considered Confidential Information if: (i) the information is known by or subsequently becomes generally available to the public through no fault or breach on the part of Employee; (ii) the information is independently developed by Employee without the use of any Confidential Information; or (iii) the Employee rightfully obtains the information after the term of this Agreement from a third party that has the right to disclose it. Employee may disclose Confidential Information if required by any judicial or governmental request, requirement or order; provided that Employee will take reasonable steps to give the Executive solicits Lason Group sufficient prior notice in order to contest such customers for goods request, requirement or services unrelated to the Competitive Activities) and (C) assisting any person in any way to do, or attempt to do, anything prohibited by clauses (A) or (B) above; or (ii) solicit (other than pursuant to general, non-targeted advertisements) any employee order. Employee has had knowledge of the Company, who was an employee at or prior to the Effective Time, to leave the employment of the Company. (b) Notwithstanding anything to the contrary herein, Executive may remain a director at those companies for which Executive is a director as of the Effective Time, and may engage in any activities or businesses for which the Company has given permission in writing, which shall not be unreasonably withheld (or delayed) following the expiration of three years from the date the Offer is consummated, provided Executive's engaging in such activities or business would not have a material adverse impact on any of the Company's lines of businesses. (i) The Executive shall not, without the written consent of the Company, disclose to any other person or use, whether directly or indirectly, any Confidential Information (as hereinafter defined) relating to or used by the Company, whether in written, oral or other form. "Confidential Information" shall mean information about the Company, and its clients and customers that is not disclosed by the Company for financial reporting purposes and that was learned by the Executive in the course of employment with the Company, including (without limitation) any proprietary knowledge, product and service designsaffairs, trade secrets, manualscustomers, technical potential customers and other proprietary information and plans, contracts, systems, procedures, databases, electronic files, disks and printouts, correspondence, internal reports, personnel files, information about Company employees relating to their education, experience, skills, abilities, compensation and benefitsof the Lason Group, and inter-personal relationships Employee acknowledges and agrees that compliance with suppliers to and customers the covenants set forth in this Paragraph 5 is necessary for the protection of Companythe business, sales and advertising material, business plans, marketing plans, financial data (including without limitation the revenues, costs or profits associated with services), customer and industry lists, customer information, customer lists coupled with product or service pricing, customer contracts, supplier contacts goodwill and other contact information, pricing policies, supplies, agents, risk analyses, engineering information proprietary interests of the Lason Group and computer screen designs that any violation of this Agreement will cause severe and computer input and output specifications, inclusive of any pertinent documentation, techniques, processes, technical information and know how. The Executive acknowledges that such Confidential Information is specialized, unique in nature and of great value irreparable injury to the Companybusiness, goodwill and that such information gives proprietary interests of the Company Lason Group, which injury is not compensable by money damages. Accordingly, in the event of a competitive advantagebreach (or threatened or attempted breach) of this Paragraph 5, the Lason Group and any successor shall, in addition to any other rights and remedies, be entitled to immediate appropriate injunctive relief or a decree of specific performance, without the necessity of showing any irreparable injury or special damages. The Executive's obligations under this Section 10(cIf, in any judicial proceeding, a court shall refuse to enforce any of the covenants included herein, then said unenforceable covenant(s) shall survive be deemed eliminated from these provisions for the termination purpose of those proceedings to the Continuation Period.extent necessary to permit the remaining

Non Competition Confidentiality. (a) Executive agrees During the period commencing on the Closing Date and acknowledges that reasonable limits ending on his ability to engage in activities which are competitive with the Company are warranted in order to protect fifth anniversary of the Company's trade secrets and proprietary information and are warranted in order to protect the Company in developing and maintaining its reputationClosing Date, good will and status in the marketplace. In that regardneither LDS nor any Seller Affiliate (as defined below) shall, during the 60 months following the Termination Date (the "Continuation Period"), the Executive will not directly or indirectly: (i) engage, anywhere in that portion of the world marked on Executive's own behalf the map set forth in Exhibit F hereto in the Business or in the service of manufacture, assembly, design, distribution or on behalf marketing of any other individual product or entityequipment substantially similar to or in competition with any product or equipment which at any time during the twenty-four months immediately preceding the Closing Date was manufactured, either as sold or distributed by AFW or any of its subsidiaries or any product or equipment which AFW or any of its subsidiaries was developing during such period for future manufacture, sale or distribution; (ii) be or become a proprietorstockholder, employeepartner, agent, independent contractor, consultant, directorowner, officer, partner director or stockholder employee or agent of, or a consultant to or give financial or other assistance to, any Person considering engaging in any such activities or so engaged; (other than iii) seek in competition with the business of AFW or any of its subsidiaries to produce orders from or do business with any customer of AFW or any of its subsidiaries; (iv) solicit, or contact with a stockholder view to the engagement or employment by any Person of, any Person who is an employee of AFW or any of its subsidiaries; (v) seek to contract with or engage (in such a corporation listed on a national securities exchange way as to adversely affect or whose stock is regularly traded interfere with the business of AFW or any of its subsidiaries) any Person who has been contracted with or engaged to manufacture, assemble, supply or deliver products, goods, materials or services to AFW or any of its subsidiaries; or (vi) engage in or participate in any effort or act to induce any of the customers, associates, consultants, or employees of AFW or any of its subsidiaries or any of its affiliates to take any action which might be disadvantageous to AFW or any of its subsidiaries or any of its affiliates; provided, however, that nothing herein shall prohibit Seller Affiliates and LDS from owning, as passive investors, in the overaggregate not more than 5% of the equity of any publicly-the-counter marketheld corporation so engaged. The duration of the covenants set forth in this Section shall be extended by a period of time equal to the number of days, provided that if any, during which a Seller Affiliate or LDS is in violation of any of the Executive at no time ownsprovisions hereof. (b) Neither any Seller Affiliate nor LDS shall, directly or indirectly, use in excess of 5% of the outstanding stock furtherance of any class of their business affairs or otherwise and to the detriment of AFW or any of its subsidiaries with respect to the Business, or disclose to any third party except as required by Law, any trade secret, customer list, supplier list, financial data, pricing or marketing policy or plan or any other proprietary or confidential information relating to the Business or any of its products or services so long as the same is not publicly known (other than by the act of any such corporation):Seller Affiliate, a Non-Acquired Company or LDS). (c) For the purposes of this Agreement, a "Seller Affiliate" means: (i) participate any corporation of which LDS owns or engage in any activities or business developingotherwise possesses the power to direct the vote, manufacturing, marketing or distributing any products or services offered by the Company as of the Effective Time (as defined in the Agreement and Plan of Merger, dated as of February 14, 2000, by and among the Parent, Silversmith Acquisition Corp. and the Company), or any products or services offered by the Company subsequent to the Effective Time and in which the Executive actively participated, recognizing that the Company offers products and services globally ("Competitive Activities"), including, without limitation, (A) selling goods or rendering services of the type (or similar to the type) sold or rendered by the Company, whether by means of electronic, traditional or other form of commerce; (B) soliciting any person or entity that is a current or prospective customer or has been a customer, in each case, of the Company, while the Executive has been employed by the Company (provided that it shall not be deemed a breach of this Agreement if the Executive solicits such customers for goods or services unrelated to the Competitive Activities) and (C) assisting any person in any way to do, or attempt to do, anything prohibited by clauses (A) or (B) above; or (ii) solicit (other than pursuant to general, non-targeted advertisements) any employee of the Company, who was an employee at or prior to the Effective Time, to leave the employment of the Company. (b) Notwithstanding anything to the contrary herein, Executive may remain a director at those companies for which Executive is a director as of the Effective Time, and may engage in any activities or businesses for which the Company has given permission in writing, which shall not be unreasonably withheld (or delayed) following the expiration of three years from the date the Offer is consummated, provided Executive's engaging in such activities or business would not have a material adverse impact on any of the Company's lines of businesses. (i) The Executive shall not, without the written consent of the Company, disclose to any other person or use, whether directly or indirectly, of an amount of voting securities sufficient to elect a majority of the board of directors of such corporation, and (ii) any Confidential Information (as hereinafter defined) relating other Person controlled by LDS. For the purposes of this definition, "control" means the power to direct the management and policies of a Person, directly or used by the Companyindirectly, whether in writtenthrough the ownership of voting securities, oral by contract or other form. "Confidential Information" shall mean information about the Companyotherwise; provided that, and its clients and customers that is not disclosed by the Company for financial reporting purposes and that was learned by the Executive in the course any Person of employment with the Companywhich LDS owns beneficially or of record, including (without limitation) any proprietary knowledgeeither directly or through one or more intermediaries, product and service designs, trade secrets, manuals, technical information and plans, contracts, systems, procedures, databases, electronic files, disks and printouts, correspondence, internal reports, personnel files, information about Company employees relating to their education, experience, skills, abilities, compensation and benefits, and inter-personal relationships with suppliers to and customers of Company, sales and advertising material, business plans, marketing plans, financial data (including without limitation the revenues, costs or profits associated with services), customer and industry lists, customer information, customer lists coupled with product or service pricing, customer contracts, supplier contacts and other contact information, pricing policies, supplies, agents, risk analyses, engineering information and computer screen designs and computer input and output specifications, inclusive of any pertinent documentation, techniques, processes, technical information and know how. The Executive acknowledges that such Confidential Information is specialized, unique in nature and of great value to the Company, and that such information gives the Company a competitive advantage. The Executive's obligations under this Section 10(c) shall survive the termination more than 20% of the Continuation Periodownership interests, shall be conclusively presumed to be a "Seller Affiliate."