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

Non Competition Non Solicitation and Confidentiality. (a) In consideration of this Agreement and other good and valuable consideration, Employee agrees that for so long as he is employed by the Company and for twenty-four (24) months thereafter he shall not own manage, operate, control, be employed by or otherwise engage in any competitive business. Employee's agreement pursuant to the preceding sentence shall be in addition to any other agreement or legal obligation he may have with or to the Company. For purposes of the preceding sentence, a "competitive business" is any business engaged in the production, refinement or sale of Bentonite and/or any business conducted by the Company, its affiliates or any subsidiaries thereof as of the date Employee's employment is terminated. A business which is conducted by the Company, its affiliates or any subsidiaries which is subsequently sold by the Company is not a competitive business as of the date such business is sold. An "affiliate" of the Company is any company which either controls, is controlled by or is under common control with the Company. The phrase "any business conducted by the Company, its affiliates or any subsidiaries thereof" includes not only current businesses but also any new products, product lines or use of processes under development, consideration or investigation on the date Employee's employment with the Company is terminated. Employee also agrees that during the twenty-four (24) month period described in the first sentence of this Section 12(a) he will not directly or indirectly, on behalf of himself or any other person or entity, make a solicitation or conduct business, with any customer or potential customer of the Company with which he had contact while employed by the Company, its affiliates and/or any subsidiaries thereof, with respect to any products or services which are competitive with any business conducted by the Company, its affiliates or any subsidiaries thereof. For purposes of the preceding sentence, a "customer" is any person or entity that has purchased goods or services from the Company, its affiliates or any subsidiaries thereof within the twenty-four (24) month period ending on the date Employee's employment is terminated. A "potential customer" is any person or entity that the Company, its affiliates or any subsidiaries solicited for business within twelve (12) months prior to the date Employee's employment with the Company is terminated. The Company and Employee recognize that his responsibilities have included sales and marketing of bentonite clay products to the construction and environmental markets, domestically and internationally, and establishing contacts and business relationships on behalf of the Company. Employee's contacts on behalf of the Company represent a substantial asset of the Company which are entitled to protection. In recognition of this situation, the covenants set forth in this Section 12 shall apply to competitive businesses and solicitation in the United States and Canada and those countries in Europe, Asia and Latin America in which the Company, its affiliates and/or the subsidiaries thereof have conducted $100,000 or more of business during the twelve-month period ending on the date Employee's employment with the Company terminated. Before and forever after his termination or resignation, Employee shall keep confidential and refrain from utilizing or disseminating any confidential, proprietary or trade secret information of the Company for any purpose other than furthering the business interests of the Company. (b) During Employee's employment hereunder and during two (2) years following his resignation or the termination of his employment hereunder for any reason, Employee will not induce or attempt to influence any present or future employee of the Company, its affiliates or any subsidiaries thereof to leave its employ.

Non Competition Non Solicitation and Confidentiality. (a) In consideration of this Agreement and other good and valuable consideration, Employee agrees that for so long as he is employed by the Company and for twenty-four (24) months thereafter he shall not own manage, operate, control, be employed by or otherwise engage in any competitive business. Employee's agreement pursuant to the preceding sentence shall be in addition to any other agreement or legal obligation he may have with or to the Company. For purposes of the preceding sentence, a "competitive business" is any business engaged in the production, refinement or sale of Bentonite bentonite or similar minerals, absorbent polymers and/or any business conducted by the Company, its affiliates or any subsidiaries thereof as of the date Employee's employment is terminated. A business which is conducted by the Company, its affiliates or any subsidiaries which is subsequently sold by the Company is not a competitive business as of the date such business is sold. An "affiliate" of the Company is any company which either controls, is controlled by or is under common control with the Company. The phrase "any business conducted by the Company, its affiliates or any subsidiaries thereof" includes not only current businesses but also any new products, product lines or use of processes under development, consideration or investigation on the date Employee's employment with the Company is terminated. Employee also agrees that during the twenty-four (24) month period described in the first sentence of this Section 12(a) he will not directly or indirectly, on behalf of himself or any other person or entity, make a solicitation or conduct business, with any customer or potential customer of the Company with which he had contact while employed by the Company, its affiliates and/or any subsidiaries thereof, with respect to any products or services which are competitive with any business conducted by the Company, its affiliates or any subsidiaries thereof. For purposes of the preceding sentence, a "customer" is any person or entity that has purchased goods or services from the Company, its affiliates or any subsidiaries thereof within the twenty-four (24) month period ending on the date Employee's employment is terminated. A "potential customer" is any person or entity that the Company, its affiliates or any subsidiaries Company solicited for business within twelve (12) months prior to the date Employee's employment with the Company is terminated. The Company and Employee recognize that his responsibilities have included sales and marketing of bentonite clay products to the construction and environmental markets, domestically and internationallycontacts with, and establishing contacts analysis of, customers and business relationships on behalf of potential customers throughout the CompanyUnited States and certain foreign countries, in addition to certain operational matters. Employee's contacts on behalf of the Company represent a substantial asset of the Company which are entitled to protection. In recognition of this situation, the covenants set forth in this Section 12 shall apply to competitive businesses competition and solicitation in the United States and Canada States, United Kingdom, Germany, Japan, Canada, Thailand, and those countries in Europe, Asia and Latin America in which the Company, its affiliates and/or the subsidiaries thereof have has (have) conducted $100,000 200,000 or more of the business during the twelve12-month period ending on the date Employee's employment with the Company is terminated. Before and forever after his termination or resignation, Employee shall keep confidential and refrain from utilizing or disseminating any confidential, proprietary or trade secret information of the Company for any purpose other than furthering the business interests of the Company. (b) During Employee's employment hereunder and during two (2) years following his resignation or the termination of his employment hereunder for any reason, Employee will not induce or attempt to influence any present or future employee of the Company, its affiliates or any subsidiaries thereof to leave its employ.

Non Competition Non Solicitation and Confidentiality. (a) In consideration of this Agreement and other good and valuable consideration, Employee agrees that for so long as he is employed by the Company and for twentythirty-four six (2436) months thereafter he shall not own manage, operate, control, be employed by or otherwise engage in any competitive business. Employee's agreement pursuant to the preceding sentence shall be in addition to any other agreement or legal obligation he may have with or to the Company. For purposes of the preceding sentence, a "competitive business" is any business engaged in the production, refinement or sale of Bentonite and/or any business conducted by the Company, its affiliates or any subsidiaries thereof as of the date Employee's employment is terminated. A business which is conducted by the Company, its affiliates or any subsidiaries which is subsequently sold by the Company is not a competitive business as of the date such business is sold. An "affiliate" of the Company is any company which either controls, is controlled by or is under common control with the Company. The phrase "any business conducted by the Company, its affiliates or any subsidiaries thereof" includes not only current businesses but also any new products, product lines or use of processes under development, consideration or investigation on the date Employee's employment with the Company is terminated. Employee also agrees that during the twentythirty-four six (2436) month period described in the first sentence of this Section 12(a) he will not directly or indirectly, on behalf of himself or any other person or entity, make a solicitation or conduct business, with any customer or potential customer of the Company with which he had contact while employed by the Company, its affiliates and/or any subsidiaries thereof, with respect to any products or services which are competitive with any business conducted by the Company, its affiliates or any subsidiaries thereof. For purposes of the preceding sentence, a "customer" is any person or entity that has purchased goods or services from the Company, its affiliates or any subsidiaries thereof within the twenty-four (24) month period ending on the date Employee's employment is terminated. A "potential customer" is any person or entity that the Company, its affiliates or any subsidiaries Company solicited for business within twelve (12) months prior to the date Employee's employment with the Company is terminated. The Company and Employee recognize that his responsibilities have included sales and marketing of bentonite clay products to the construction and environmental markets, domestically and internationallycontacts with, and establishing contacts analysis of, customers and business relationships on behalf of potential customers throughout the CompanyUnited States and certain foreign countries, in addition to certain operational matters. Employee's contacts on behalf of the Company represent a substantial asset of the Company which are entitled to protection. In recognition of this situation, the covenants set forth in this Section 12 shall apply to competitive businesses competition and solicitation in each of the United States and Canada and those following countries in Europe, Asia and Latin America in which the Company, its affiliates and/or the subsidiaries thereof have has (have) conducted $100,000 500,000 or more of the business during the twelve12-month period ending on the date Employee's employment with the Company is terminated. Before and forever after his termination or resignation, Employee shall keep confidential and refrain from utilizing or disseminating any confidential, proprietary or trade secret information of the Company for any purpose other than furthering the business interests of the Company.: (bi) During Employee's employment hereunder the United States; (ii) the United Kingdom; (iii) Germany; (iv) Japan; and during two (2) years following his resignation or the termination of his employment hereunder for any reason, Employee will not induce or attempt to influence any present or future employee of the Company, its affiliates or any subsidiaries thereof to leave its employ.v)

Non Competition Non Solicitation and Confidentiality. (a) In consideration of this Agreement and other good and valuable consideration, Employee agrees that for so long as he is employed by the Company and for twentythirty-four six (2436) months thereafter he shall not own manage, operate, control, be employed by or otherwise engage in any competitive business. Employee's agreement pursuant to the preceding sentence shall be in addition to any other agreement or legal obligation he may have with or to the Company. For purposes of the preceding sentence, a "competitive business" is any business engaged in the production, refinement or sale of Bentonite and/or any business conducted by the Company, its affiliates or any subsidiaries thereof as of the date Employee's employment is terminated. A business which is conducted by the Company, its affiliates or any subsidiaries which is subsequently sold by the Company is not a competitive business as of the date such business is sold. An "affiliate" of the Company is any company which either controls, is controlled by or is under common control with the Company. The phrase "any business conducted by the Company, its affiliates or any subsidiaries thereof" includes not only current businesses but also any new products, product lines or use of processes under development, consideration or investigation on the date Employee's employment with the Company is terminated. Employee also agrees that during the twentythirty-four six (2436) month period described in the first sentence of this Section 12(a) he will not directly or indirectly, on behalf of himself or any other person or entity, make a solicitation or conduct business, with any customer or potential customer of the Company with which he had contact while employed by the Company, its affiliates and/or any subsidiaries thereof, with respect to any products or services which are competitive with any business conducted by the Company, its affiliates or any subsidiaries thereof. For purposes of the preceding sentence, a "customer" is any person or entity that has purchased goods or services from the Company, its affiliates or any subsidiaries thereof within the twenty-four (24) month period ending on the date Employee's employment is terminated. A "potential customer" is any person or entity that the Company, its affiliates or any subsidiaries Company solicited for business within twelve (12) months prior to the date Employee's employment with the Company is terminated. The Company and Employee recognize that his responsibilities have included sales marketing throughout the United States and marketing of bentonite clay products to the construction and environmental markets, domestically and internationally, and establishing contacts and business relationships on behalf of the Companycertain foreign countries. Employee's contacts on behalf of the Company represent a substantial asset of the Company which are entitled to protection. In recognition of this situation, the covenants set forth in this Section 12 shall apply to competitive businesses and solicitation in the United States and Canada States, Australia, Japan, Canada, the United Kingdom, Thailand and those countries in Europe, Asia and Latin America in which the Company, its affiliates and/or the subsidiaries thereof have has (have) conducted $100,000 200,000 or more of business during the twelve-month period ending on the date Employee's employment with the Company terminated. Before and forever after his termination or resignation, Employee shall keep confidential and refrain from utilizing or disseminating any confidential, proprietary or trade secret information of the Company for any purpose other than furthering the business interests of the Company. (b) During Employee's employment hereunder and during two three (23) years following his resignation or the termination of his employment hereunder for any reason, Employee will not induce or attempt to influence any present or future employee of the Company, its affiliates or any subsidiaries thereof to leave its employ.

Non Competition Non Solicitation and Confidentiality. (a) In consideration of this Agreement and other good and valuable consideration, Employee agrees that for so long as he is employed by the Company and for twenty-four (24) months thereafter he shall not own manage, operate, control, be employed by or otherwise engage in any competitive business. Employee's agreement pursuant to the preceding sentence shall be in addition to any other agreement or legal obligation he may have with or to the Company. For purposes of the preceding sentence, a "competitive business" is any business engaged in the production, refinement or sale of Bentonite and/or any business conducted by the Company, its affiliates or any subsidiaries thereof as of the date Employee's employment is terminated. A business which is conducted by the Company, its affiliates or any subsidiaries which is subsequently sold by the Company is not a competitive business as of the date such business is sold. An "affiliate" of the Company is any company which either controls, is controlled by or is under common control with the Company. The phrase "any business conducted by the Company, its affiliates or any subsidiaries thereof" includes not only current businesses but also any new products, product lines or use of processes under development, consideration or investigation on the date Employee's employment with the Company is terminated. Employee also agrees that during the twenty-four (24) month period described in the first sentence of this Section 12(a) he will not directly or indirectly, on behalf of himself or any other person or entity, make a solicitation or conduct business, with any customer or potential customer of the Company with which he had contact while employed by the Company, its affiliates and/or any subsidiaries thereof, with respect to any products or services which are competitive with any business conducted by the Company, its affiliates or any subsidiaries thereof. For purposes of the preceding sentence, a "customer" is any person or entity that has purchased goods or services from the Company, its affiliates or any subsidiaries thereof within the twenty-four (24) month period ending on the date Employee's employment is terminated. A "potential customer" is any person or entity that the Company, its affiliates or any subsidiaries Company solicited for business within twelve (12) months prior to the date Employee's employment with the Company is terminated. The Company and Employee recognize that his responsibilities have included product development, sales and marketing of bentonite clay clay, fuller's earth, xxxxxxmposites and related products to various markets including without limitation the construction foundry, agricultural, plastic and environmental markets, domestically and internationally, well drilling industries and establishing contacts and business relationships on behalf of the CompanyCompany in the domestic and international markets. Employee's contacts on behalf of the Company represent a substantial asset assets of the Company which are entitled to protection. In recognition of this situation, the covenants set forth in this Section 12 shall apply to competitive businesses and solicitation in the United States and Canada States, Australia, Japan and those countries in Europe, of Europe and Asia and Latin America in which the Company, its affiliates and/or the and subsidiaries thereof have conducted $100,000 or more of business during the twelve-month period ending on the date Employee's employment with the Company terminated. Before and forever after his termination or resignation, Employee shall keep confidential and refrain from utilizing or disseminating any confidential, proprietary or trade secret information of the Company for any purpose other than furthering the business interests of the Company.any (b) During Employee's employment hereunder and during two (2) years following his resignation or the termination of his employment hereunder for any reason, Employee will not induce or attempt to influence any present or future employee of the Company, its affiliates or any subsidiaries thereof to leave its employ.

Non Competition Non Solicitation and Confidentiality. (a) In consideration of this Agreement and other good and valuable consideration, Employee agrees that for so long as he is employed by the Company and for twentythirty-four six (2436) months thereafter he shall not own manage, operate, control, be employed by or otherwise engage in any competitive business. Employee's agreement pursuant to the preceding sentence shall be in addition to any other agreement or legal obligation he may have with or to the Company. For purposes of the preceding sentence, a "competitive business" is any business engaged in the production, refinement or sale of Bentonite or similar minerals, absorbent polymers and/or any business conducted by the Company, its affiliates or any subsidiaries thereof as of the date Employee's employment is terminated. A business which is conducted by the Company, its affiliates or any subsidiaries which is subsequently sold by the Company is not a competitive business as of the date such business is sold. An "affiliate" of the Company is any company which either controls, is controlled by or is under common control with the Company. The phrase "any business conducted by the Company, its affiliates or any subsidiaries thereof" includes not only current businesses but also any new products, product lines or use of processes under development, consideration or investigation on the date Employee's employment with the Company is terminated. Employee also agrees that during the twentythirty-four six (2436) month period described in the first sentence of this Section 12(a) he will not directly or indirectly, on behalf of himself or any other person or entity, make a solicitation or conduct business, with any customer or potential customer of the Company with which he had contact while employed by the Company, its affiliates and/or any subsidiaries thereof, with respect to any products or services which are competitive with any business conducted by the Company, its affiliates or any subsidiaries thereof. For purposes of the preceding sentence, a "customer" is any person or entity that has purchased goods or services from the Company, its affiliates or any subsidiaries thereof within the twenty-four (24) month period ending on the date Employee's employment is terminated. A "potential customer" is any person or entity that the Company, its affiliates or any subsidiaries Company solicited for business within twelve (12) months prior to the date Employee's employment with the Company is terminated. The Company and Employee recognize that his responsibilities have included sales and marketing of bentonite clay products to the construction and environmental markets, domestically and internationallycontacts with, and establishing contacts analysis of, customers and business relationships on behalf of potential customers throughout the CompanyUnited States and certain foreign countries, in addition to certain operational matters. Employee's contacts on behalf of the Company represent a substantial asset of the Company which are entitled to protection. In recognition of this situation, the covenants set forth in this Section 12 shall apply to competitive businesses competition and solicitation in the United States and Canada States, United Kingdom, Germany, Japan, Canada, Thailand and those countries in Europe, Asia and Latin America in which the Company, its affiliates and/or the subsidiaries thereof have has (have) conducted $100,000 200,000 or more of the business during the twelve12-month period ending on the date Employee's employment with the Company is terminated. Before and forever after his termination or resignation, Employee shall keep confidential and refrain from utilizing or disseminating any confidential, proprietary or trade secret information of the Company for any purpose other than furthering the business interests of the Company. (b) During Employee's employment hereunder and during two three (23) years following his resignation or the termination of his employment hereunder for any reason, Employee will not induce or attempt to influence any present or future employee of the Company, its affiliates or any subsidiaries thereof to leave its employ.

Non Competition Non Solicitation and Confidentiality. (a) In consideration of this Agreement and other good and valuable considerationThe Executive shall not, Employee agrees that for so long as at any time during the time he is employed by the Company and or for twenty-four 24 months thereafter: (24i) months thereafter he shall not own manageOwn, operate, control, be employed by or otherwise engage acquire in any competitive business. Employee's agreement pursuant manner any ownership interests in (except as purely passive investments amounting to no more than five percent of the preceding sentence shall be in addition to voting equity), or serve as a director, officer, employee, counsel or consultant of any person, firm, partnership, corporation, consortia, association or other entity that purchases, manufactures, refines, produces, mines, distributes or markets salt, potash or any other agreement or legal obligation he may have with or to of the Company. For purposes of the preceding sentence's products or services produced during such time (each, a "competitive business" is Competitive Business") in any business engaged geographic market in which the productionCompany operates or produces or markets its products or services, refinement has at any time during the preceding twelve months operated or sale produced or marketed its products or services, or, to the Executive's knowledge, has plans to operate or produce or market its products or services; (ii) Knowingly solicit, entice, persuade or induce any individual who currently is, or at any time during the preceding twelve months shall have been, an officer, director or employee of Bentonite and/or any business conducted by the Company, its affiliates or any of its subsidiaries thereof as of the date Employee's employment is terminated. A business which is conducted by the Companyor affiliates, its affiliates to terminate or any subsidiaries which is subsequently sold by the Company is not a competitive business as of the date refrain from renewing or extending such business is sold. An "affiliate" of the Company is any company which either controls, is controlled by or is under common control with the Company. The phrase "any business conducted by the Company, its affiliates or any subsidiaries thereof" includes not only current businesses but also any new products, product lines or use of processes under development, consideration or investigation on the date Employeeperson's employment with the Company is terminated. Employee also agrees that during the twenty-four (24) month period described in the first sentence of this Section 12(a) he will not directly or indirectlysuch subsidiary or affiliate, on behalf of himself or to become employed by or enter into contractual relations with or consultant for any other person or entity, make a solicitation or conduct business, with any customer or potential customer of the Company with which he had contact while employed by the Company, its affiliates and/or any subsidiaries thereof, with respect to any products or services which are competitive with any business conducted by the Company, its affiliates or any subsidiaries thereof. For purposes of the preceding sentence, a "customer" is any person individual or entity that has purchased goods (including without limitation any Competitive Business), and the Executive shall not approach any such officer, director or services from employee for any such purpose or authorize or knowingly cooperate with the Company, its affiliates or taking of any subsidiaries thereof within the twenty-four (24) month period ending on the date Employee's employment is terminated. A "potential customer" is such actions by any person other individual or entity that (including without limitation any Competitive Business) and in no event shall Executive hire or retain the Companyservices of any such officer, its affiliates director or any subsidiaries solicited for business within twelve employee; or (12iii) months prior to the date Employee's employment Except in accordance with the Company is terminated. The Company and Employee recognize that his responsibilities have included sales and marketing of bentonite clay products to the construction and environmental markets, domestically and internationally, and establishing contacts and business relationships Executive's duties on behalf of the Company. Employee's contacts on behalf , knowingly solicit, entice, persuade, or induce any individual or entity which currently is, or at any time during the preceding twelve months shall have been , a customer, consultant, vendor, supplier, lessor or lessee of the Company represent a substantial asset of the Company which are entitled to protection. In recognition of this situation, the covenants set forth in this Section 12 shall apply to competitive businesses and solicitation in the United States and Canada and those countries in Europe, Asia and Latin America in which the Company, or any of its affiliates and/or the subsidiaries thereof have conducted $100,000 or more of business during the twelve-month period ending on the date Employee's employment affiliates, to terminate or refrain from renewing or extending its contractual or other relationship with the Company terminated. Before or such subsidiary or affiliate, and forever after his termination the Executive shall not approach any such customer, vendor, supplier, consultant, lessor or resignation, Employee shall keep confidential and refrain from utilizing lessee for such purpose or disseminating authorize or knowingly cooperate with the taking of any confidential, proprietary such actions by any other individual or trade secret information of the Company for entity (including without limitation any purpose other than furthering the business interests of the CompanyCompetitive Business) or hire any such individual. (b) During Employee's employment hereunder and during two The Executive shall not at any time: (2i) years following his resignation or Other than when required in the termination ordinary course of his employment hereunder for any reason, Employee will not induce or attempt to influence any present or future employee business of the Company, knowingly disclose, directly or indirectly, to any person, firm, corporation, partnership, association or other entity (including without limitation any Competitive Business), any trade secret, or confidential information concerning the financial condition, suppliers, vendors, customer, lessors, or lessees, sources or leads for, and methods of obtaining, new business, or the methods generally of doing and operating the respective businesses of the Company or its affiliates and subsidiaries to the degree such secret or information incorporates information that is proprietary to, or was developed specifically by or for, the Company, except as is required to be disclosed by law or judicial or administrative process; or (ii) Make any subsidiaries thereof oral or written statement about the Company and/or its financial status, business, compliance with laws, personnel, directors, officers, consultants, services, business methods or otherwise, which is intended or reasonably likely to leave disparage the Company or otherwise degrade its employreputation in the business or legal community in which it operates. (c) The Executive hereby represents that (i) the Executive is not restricted in any material way from performing his duties as Senior Vice President, Strategy and Development of the Company as the result of any contract, agreement or law; and (ii) the Executive's due performance of his duties as Senior Vice President, Strategy and Development does not and will not violate the terms of any agreement to which the Executive is bound. (d) In the event any provision in this Agreement shall be determined by any court of competent jurisdiction to be unenforceable by reason of its extending for too great a period of time or over too great a geographical area or by reason of its being too extensive in any other respect, it will be interpreted to extend only over the maximum period of time for which it may be enforceable, and/or over the maximum geographical area as to which it may be enforceable and/or to the maximum extent in all other respects as to which it may be enforceable, all as determined by such court in such action. The provisions of this Agreement shall survive the termination of Executive's employment with the Company.

Non Competition Non Solicitation and Confidentiality. (a) In consideration of the payment of the purchase price hereunder, and in order to induce the Buyer to enter into this Agreement and to consummate the transactions contemplated hereby, the Seller hereby acknowledges that it is a beneficiary of the purchase price payments to the Company and the Seller hereby severally covenants and agrees as follows: (i) Without the prior written consent of the Buyer, the Seller shall not for a period of five years from and after the Closing Date, or, in the alternative, in the event any reviewing court finds five (5) years to be overbroad in duration and unenforceable, for a period of four (4) years from and after the Closing Date, or, in the alternative, in the event any reviewing court finds four (4) years to be overbroad in duration and unenforceable, for a period of three (3) years from and after the Closing Date, or, in the alternative, in the event any reviewing court finds three (3) years to be overbroad in duration and unenforceable, for a period of two (2) years from and after the Closing Date (the “Restricted Period”), (A) directly or indirectly acquire or own in any manner any interest in any Person, firm, partnership, corporation, association or other good entity which engages or plans to engage in any facet of the Business or which competes or plans to compete in any way with the Buyer or any of its subsidiaries or Affiliates, anywhere the Buyer or the Company have customers or market products manufactured by the Buyer or the Company (the “Territory”), (B) serve as an agent or as a consultant to any Person, firm, partnership, corporation, association or other entity which engages or plans to engage in any facet of the Business or which competes or plans to compete in any way with the Buyer or any of its subsidiaries or Affiliates within the Territory, or (C) utilize its special knowledge of the business of the Company and valuable considerationits relationships with customers, Employee agrees suppliers and others to compete with the Buyer and/or any of its Affiliates in any business which engages or plans to engage in the Business; provided, however, that nothing herein shall be deemed to prevent the Seller from acquiring through market purchases and owning, solely as an investment, less than three percent in the aggregate of the equity securities of any class of any issuer whose shares are registered under §12(b) or 12(g) of the Securities Exchange Act of 1934, as amended, and are listed or admitted for trading on any United States national securities exchange or are quoted on the National Association of Securities Dealers Automated Quotation System, or any similar system of automated dissemination of quotations of securities prices in common use, so long as he such Member is not a member of any “control group” (within the meaning of the rules and regulations of the United States Securities and Exchange Commission) of any such issuer. The Seller acknowledges and agrees that the covenants provided for in this Section 6.7(a) are reasonable and necessary in terms of time, area and line of business to protect the Company’s trade secrets. The Seller further acknowledges and agrees that such covenants are reasonable and necessary in terms of time, area and line of business to protect the Buyer’s and the Company’s legitimate business interests, which include its interests in protecting the Buyer’s and the Company’s (i) valuable confidential business information, (ii) substantial relationships with customers throughout the world, and (iii) customer goodwill associated with the ongoing Business. The Seller expressly authorizes the enforcement of the covenants provided for in this Section 6.7(a) by (A) the Buyer and its subsidiaries, (B) the Buyer’s permitted assigns, and (C) any successors to the Buyer’s business. To the extent that the covenants provided for in this Section 6.7(a) may later be deemed by a court to be too broad to be enforced with respect to its duration or with respect to any particular activity or geographic area, the court making such determination shall have the power to reduce the duration or scope of the provision, and to add or delete specific words or phrases to or from the provision. The provision as modified shall then be enforced. (ii) Without the prior consent of the Buyer, the Seller shall not for the Restricted Period, directly or indirectly, for itself or for any other Person, firm, corporation, partnership, association or other entity, (i) attempt to employ or enter into any contractual arrangement with any Employee or former employee of the Company, unless such Employee or former employee has not been employed by the Company and for twenty-four a period in excess of nine months; provided, in each case, that this clause (24i) months thereafter he shall not own manageprohibit any Person from making general employment solicitations such as through advertisements in publicly available media, operateor using an employee recruiting or search firm to conduct searches that are, controlin each case, be employed by or otherwise engage in any competitive business. Employee's agreement pursuant to the preceding sentence shall be in addition to any other agreement or legal obligation he may have with or to the Company. For purposes not specifically targeted at employees of the preceding sentence, a "competitive business" is any business engaged in the production, refinement or sale of Bentonite and/or any business conducted by the Company, its affiliates or any subsidiaries thereof as of the date Employee's employment is terminated. A business which is conducted by the Company, its affiliates or any subsidiaries which is subsequently sold by the Company is not a competitive business as of the date such business is sold. An "affiliate" of the Company is any company which either controls, is controlled by or is under common control with the Company. The phrase "any business conducted by the Company, its affiliates or any subsidiaries thereof" includes not only current businesses but also any new products, product lines or use of processes under development, consideration or investigation on the date Employee's employment with the Company is terminated. Employee also agrees that during the twenty-four and/or (24ii) month period described in the first sentence of this Section 12(a) he will not directly or indirectly, on behalf of himself or any other person or entity, make a solicitation or conduct business, with any customer or potential customer of the Company with which he had contact while employed by the Company, its affiliates and/or any subsidiaries thereof, with respect to any products or services which are competitive with any business conducted by the Company, its affiliates or any subsidiaries thereof. For for purposes of the preceding sentence, a "customer" is any person or entity that has purchased goods diverting their business or services from the Company, its affiliates call on or solicit any subsidiaries thereof within of the twenty-four (24) month period ending on actual or, to the date Employee's employment is terminated. A "potential customer" is any person Seller’s Knowledge, targeted prospective customers or entity that clients of the Company, its affiliates nor shall the Seller make known the names and addresses of such customers or any subsidiaries solicited for business within twelve (12) months prior information relating in any manner to the date Employee's employment with the Company is terminated. The Company and Employee recognize that his responsibilities have included sales and marketing of bentonite clay products to the construction and environmental markets, domestically and internationally, and establishing contacts and Company’s trade or business relationships on behalf of the Company. Employee's contacts on behalf of the Company represent a substantial asset of the Company which are entitled to protection. In recognition of this situation, the covenants set forth with such customers. (iii) Notwithstanding anything in this Section 12 6.7 to the contrary, the provisions of this Section 6.7(a) shall not apply to competitive businesses and solicitation in the United States and Canada and those countries in Europe, Asia and Latin America in which the Company, its affiliates and/or the subsidiaries thereof have conducted $100,000 any owner or more of business during the twelve-month period ending on the date Employee's employment with the Company terminated. Before and forever after his termination or resignation, Employee shall keep confidential and refrain from utilizing or disseminating any confidential, proprietary or trade secret information Affiliate of the Company for Seller, either directly or indirectly, nor obligate the Seller with respect to any purpose other than furthering the business interests of the Companysuch owner or Affiliate. (b) During Employee's employment hereunder Effective upon the Closing, the Buyer’s obligations under the Confidentiality Agreement shall terminate with respect to information regarding the Company; provided, that the Confidentiality Agreement shall survive in accordance with its terms with respect to information regarding the Seller and during two its Affiliates. (2c) The Seller acknowledges that it is in possession of Confidential Material concerning the Business and the Company. The Seller shall, and shall cause its Representatives to, for a period of three years following his resignation the Closing (or indefinitely with respect to any Confidential Material constituting a trade secret), (i) treat confidentially and not disclose all or any portion of such Confidential Material and (ii) use such Confidential Material solely for the termination purpose of his employment consummating the transactions contemplated hereby, enforcing its rights under this Agreement and the other Transaction Documents, and for no other purpose. The Seller acknowledges and agrees that such Confidential Material is proprietary and confidential in nature and may be disclosed to its Representatives only to the extent necessary for the Seller to consummate the Agreement or in connection with the Seller’s enforcement of its rights hereunder or under the other Transaction Documents. If the Seller or any of its Representatives are requested or required (by deposition, interrogatory, request for documents, subpoena, civil investigative demand or similar process) to disclose any reason, Employee will not induce or attempt to influence any present or future employee of the CompanyConfidential Material, the Seller agrees to notify the Buyer so that the Buyer may, at the Buyer’s sole expense, promptly seek any appropriate protective order and/or promptly take any other action. In the event that such protective order is not promptly obtained, or that the Buyer waives compliance with the provisions of this Section 6.7(c), (a) the Seller or such Representative, as the case may be, may disclose to any tribunal or other Person only that portion of the Confidential Material which is legally required to be disclosed or disclosure of which is otherwise necessary to avoid sanction for contempt of court (or such other tribunal or person) and shall use its affiliates commercially reasonable efforts, at the Buyer’s sole expense, to obtain assurance that confidential treatment will be accorded such Confidential Material, (b) to the extent legally permissible, the Seller or such Representative shall provide the Buyer, without undue delay in advance of any such disclosure, with a list of any Confidential Material intended to be disclosed and to cooperate with the Buyer to the extent the Buyer seeks to limit such disclosure and (c) the Seller shall not be liable for such disclosure unless such disclosure to such tribunal or other person was caused by, or resulted from, a previous disclosure by the Seller or any subsidiaries thereof to leave of its employRepresentatives, which disclosure was not permitted under the terms of this Section 6.7(c). (d) It is recognized and hereby acknowledged by the Parties hereto that a breach or violation by the Seller of any or all of the covenants and agreements contained in this

Non Competition Non Solicitation and Confidentiality. (a) In consideration of this Agreement and other good and valuable consideration, Employee agrees that for so long as he is employed by the Company and for twenty-four twelve (2412) months thereafter he shall not own manage, operate, control, be employed by or otherwise engage in any competitive business. Employee's agreement pursuant to the preceding sentence shall be in addition to any other agreement or legal obligation he may have with or to the Company. For purposes of the preceding sentence, a "competitive business" is any business engaged in the production, refinement or sale of Bentonite and/or any business conducted by the Company, its affiliates or any subsidiaries thereof as of the date Employee's employment is terminated. A business which is conducted by the Company, its affiliates or any subsidiaries which is subsequently sold by the Company is not a competitive business as of the date such business is sold. An "affiliate" of the Company Company' is any company which either controls, is controlled by or is under common control with the Company. The phrase "any business conducted by the Company, its affiliates affiliates, joint ventures or any subsidiaries thereof" ' includes not only current businesses but also any new products, product lines or use of processes under development, consideration or investigation on the date Employee's employment with the Company is terminated. Employee also agrees that during the twenty-four twelve (2412) month period described in the first sentence of this Section 12(a) he will not directly or indirectly, on behalf of himself or any other person or entity, make a solicitation or conduct business, with any customer or potential customer of the Company with which he had contact while employed by the Company, its affiliates and/or any subsidiaries thereof, with respect to any products or services which are competitive with any business conducted by the Company, its affiliates or any subsidiaries thereof. For purposes of the preceding sentence, a "customer" is any person or entity that has purchased goods or services from the Company, its affiliates or any subsidiaries thereof within the twenty-four twelve (2412) month period ending on the date Employee's employment is terminated. A "potential customer" is any person or entity that the Company, its affiliates or any subsidiaries Company solicited for business within twelve (12) months prior to the date Employee's employment with the Company is terminated. The Company and Employee recognize that his responsibilities have included product development, sales and marketing of bentonite clay clay, fuller's earth, nanocomposites and xxxxxxx products to various markets including without limitation the construction foundry, agricultural, plastic and environmental markets, domestically and internationally, well drilling industries and establishing contacts and business relationships on behalf of the CompanyCompany in the domestic and international markets. Employee's contacts on behalf of the Company represent a substantial asset assets of the Company which are entitled to protection. In recognition of this situation, the covenants set forth in this Section 12 shall apply to competitive businesses and solicitation in the United States and Canada States, Australia, Japan, China, India, Thailand, Egypt, Canada, Mexico and those other countries in of Europe, North America, South America and Asia and Latin America in which the Company, its affiliates and/or the affiliates, joint ventures and subsidiaries thereof are located or have conducted $100,000 or more of business during the twelve-twelve (12) month period ending on the date Employee's employment with the Company terminated. Before and forever after his termination or resignation, Employee shall keep confidential and refrain from utilizing or disseminating any confidential, proprietary or trade secret information of the Company for any purpose other than furthering the business interests of the Company. (b) During Employee's employment hereunder and during two one (21) years year following his resignation or the termination of his employment hereunder for any reason, Employee will not induce or attempt to influence any present or future employee of the Company, its affiliates or any subsidiaries thereof to leave its employ. (c) In consideration of the covenant not to compete the Company will pay one/twelfth (1/12) of Employee's annual base salary each month for a total of twelve (12) months. The Company may at its sole discretion for any reason whatsoever not make these payments if it so elects and the covenant not to compete will end at the end of the month in which the Company elects to cease payment.

Non Competition Non Solicitation and Confidentiality. (a) In consideration of this Agreement and other good and valuable consideration, Employee agrees that for so long as he is employed by the Company and for twenty-four twelve (2412) months thereafter he shall not own manage, operate, control, be employed by or otherwise engage in any competitive business. Employee's agreement pursuant to the preceding sentence shall be in addition to any other agreement or legal obligation he may have with or to the Company. For purposes of the preceding sentence, a "competitive business" is any business engaged in the production, refinement or sale of Bentonite and/or any business conducted by the Company, its affiliates or any subsidiaries thereof as of the date Employee's employment is terminated. A business which is conducted by the Company, its affiliates or any subsidiaries which is subsequently sold by the Company is not a competitive business as of the date such business is sold. An "affiliate" of the Company is any company which either controls, is controlled by or is under common control with the Company. The phrase "any business conducted by the Company, its affiliates affiliates, joint ventures or any subsidiaries thereof" includes not only current businesses but also any new products, product lines or use of processes under development, consideration or investigation on the date Employee's employment with the Company is terminated. Employee also agrees that during the twenty-four twelve (2412) month period described in the first sentence of this Section 12(a) he will not directly or indirectly, on behalf of himself or any other person or entity, make a solicitation or conduct business, with any customer or potential customer of the Company with which he had contact while employed by the Company, its affiliates and/or any subsidiaries thereof, with respect to any products or services which are competitive with any business conducted by the Company, its affiliates or any subsidiaries thereof. For purposes of the preceding sentence, a "customer" is any person or entity that has purchased goods or services from the Company, its affiliates or any subsidiaries thereof within the twenty-four twelve (2412) month period ending on the date Employee's employment is terminated. A "potential customer" is any person or entity that the Company, its affiliates or any subsidiaries Company solicited for business within twelve (12) months prior to the date Employee's employment with the Company is terminated. The Company and Employee recognize that his responsibilities have included product development, sales and marketing of bentonite clay products to clay, fuller's earth and related producxx xx xarious markets including without limitation the construction foundry, agricultural and environmental markets, domestically and internationally, well drilling industries and establishing contacts and business relationships on behalf of the CompanyCompany in the domestic and international markets. Employee's contacts on behalf of the Company represent a substantial asset assets of the Company which are entitled to protection. In recognition of this situation, the covenants set forth in this Section 12 shall apply to competitive businesses and solicitation in the United States and Canada States, Australia, Japan, China, India, Thailand, Egypt, Canada, Mexico and those other countries in of Europe, North America, South America and Asia and Latin America in which the Company, its affiliates and/or the affiliates, joint ventures and subsidiaries thereof are located or have conducted $100,000 or more of business during the twelve-month period ending on the date Employee's employment with the Company terminated. Before and forever after his termination or resignation, Employee shall keep confidential and refrain from utilizing or disseminating any confidential, proprietary or trade secret information of the Company for any purpose other than furthering the business interests of the Company. (b) During Employee's employment hereunder and during two one (21) years year following his resignation or the termination of his employment hereunder for any reason, Employee will not induce or attempt to influence any present or future employee of the Company, its affiliates or any subsidiaries thereof to leave its employ. (c) In consideration of the covenant not to compete the Company will pay one/twelfth (1/12) of Employee's annual base salary each month for a total of 12 months. The Company may at its sole discretion for any reason whatsoever not make these payments if it so elects and the covenant not to compete will end at the end of the month in which the Company elects to cease payment.

Non Competition Non Solicitation and Confidentiality. (a) In consideration of this Agreement and other good and valuable consideration, Employee agrees that for so long as he is employed by the Company and for twentythirty-four six (2436) months thereafter he shall not own manage, operate, control, be employed by or otherwise engage in any competitive business. Employee's agreement pursuant to the preceding sentence shall be in addition to any other agreement or legal obligation he may have with or to the Company. For purposes of the preceding sentence, a "competitive business" is any business engaged in the production, refinement or sale of Bentonite and/or any business conducted by the Company, its affiliates or any subsidiaries thereof as of the date Employee's employment is terminated. A business which is conducted by the Company, its affiliates or any subsidiaries which is subsequently sold by the Company is not a competitive business as of the date such business is sold. An "affiliate" of the Company Company' is any company which either controls, is controlled by or is under common control with the Company. The phrase "any business conducted by the Company, its affiliates affiliates, joint ventures or any subsidiaries thereof" ' includes not only current businesses but also any new products, product lines or use of processes under development, consideration or investigation on the date Employee's employment with the Company is terminated. Employee also agrees that during the twentythirty-four six (2436) month period described in the first sentence of this Section 12(a) he will not directly or indirectly, on behalf of himself or any other person or entity, make a solicitation or conduct business, with any customer or potential customer of the Company with which he had contact while employed by the Company, its affiliates and/or any subsidiaries thereof, with respect to any products or services which are competitive with any business conducted by the Company, its affiliates or any subsidiaries thereof. For purposes of the preceding sentence, a "customer" is any person or entity that has purchased goods or services from the Company, its affiliates or any subsidiaries thereof within the twenty-four (24) month period ending on the date Employee's employment is terminated. A "potential customer" is any person or entity that the Company, its affiliates or any subsidiaries Company solicited for business within twelve (12) months prior to the date Employee's employment with the Company is terminated. The Company and Employee recognize that his responsibilities have included product development, sales and marketing of bentonite clay clay, fuller's earth, nanocomposites and xxxxxxx products to various markets including without limitation the construction foundry, agricultural, plastic and environmental markets, domestically and internationally, well drilling industries and establishing contacts and business relationships on behalf of the CompanyCompany in the domestic and international markets. Employee's contacts on behalf of the Company represent a substantial asset assets of the Company which are entitled to protection. In recognition of this situation, the covenants set forth in this Section 12 shall apply to competitive businesses and solicitation in the United States and Canada States, Australia, Japan, China, India, Thailand, Egypt, Canada, Mexico and those other countries in of Europe, North America, South America and Asia and Latin America in which the Company, its affiliates and/or the affiliates, joint ventures and subsidiaries thereof are located or have conducted $100,000 500,000 or more of business during the twelve-month period ending on the date Employee's employment with the Company terminated. Before and forever after his termination or resignation, Employee shall keep confidential and refrain from utilizing or disseminating any confidential, proprietary or trade secret information of the Company for any purpose other than furthering the business interests of the Company. (bi) During Employee's employment hereunder and during two the United States, (2ii) years following his resignation or the termination of his employment hereunder for any reasonUnited Kingdom, (iii) Germany, (iv) Japan, Employee will not induce or attempt to influence any present or future employee of the Company, its affiliates or any subsidiaries thereof to leave its employ.and