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

Non-Competition, Non-Solicitation and Non-Disparagement. (a) The Managing Director acknowledges and agrees that: (i) the alternative asset management business is intensely competitive, (ii) the Managing Director has developed, and will continue to develop and have access to and knowledge of, confidential information (including, but not limited to, material non-public information of the Och-Ziff Entities and their clients), (iii) the direct and indirect disclosure of any such information to existing or potential competitors of the Och-Ziff Entities would place the Och-Ziff Entities at a competitive disadvantage and would do damage to the Och-Ziff Entities, (iv) the Managing Director has developed goodwill with the Och-Ziff Entities’ clients and counterparties at the substantial expense of the Och-Ziff Entities, (v) the Managing Director may continue to develop client and counterparty goodwill, through investment by and resources of the Och-Ziff Entities, while working for and at the direction of OZM, (vi) the Managing Director engaging in any of the activities prohibited by this Section 3 would constitute improper appropriation and/or use of the Och-Ziff Entities’ confidential information and/or goodwill, (vii) the Managing Director’s association with the Och-Ziff Entities has been critical, and the Managing Director’s association with the Och-Ziff Entities is expected to continue to be critical, to the success of the Och-Ziff Entities, (viii) the services to be rendered, and relationships developed, by the Managing Director to or at the direction of OZM are of a special and unique character, (ix) the Och-Ziff Entities conduct the alternative asset management business throughout the world, (x) the noncompetition and other restrictive covenants and agreements set forth in this Agreement are fair and reasonable, and (xi) in light of the foregoing and of the Managing Director’s education, skills, abilities and financial resources, the Managing Director acknowledges and agrees that the Managing Director will not assert, and it should not be considered, that enforcement of any of the covenants set forth in Section 3 would prevent the Managing Director from earning a living or otherwise are void, voidable or unenforceable or should be voided or held unenforceable. (b) During the Managing Director’s employment with OZM and for the 12-month period immediately following the termination of the Managing Director’s employment for any reason other than without Cause, the Managing Director shall not, without the prior written consent of OZM, directly or indirectly (i) engage or otherwise participate in any manner or fashion in any business that is a Competing Business (as defined below), (ii) render any services to any Competing Business, or (iii) acquire a financial interest in or become actively involved with any Competing Business (other than as a passive investor holding minimal percentages of the stock of public companies). For purposes of this Agreement, “Competing Business” means any entity, or distinct portion thereof, that engages in the alternative asset management business.

Non-Competition, Non-Solicitation and Non-Disparagement. (a) The Managing Director acknowledges and agrees that: (i) the alternative asset management business is intensely competitive, (ii) the Managing Director has developed, and will continue to develop and have access to and knowledge of, confidential information (including, but not limited to, material non-public information of the Och-Ziff Entities and their clients), (iii) the direct and indirect disclosure of any such information to existing or potential competitors of the Och-Ziff Entities would place the Och-Ziff Entities at a competitive disadvantage and would do damage to the Och-Ziff Entities, (iv) the Managing Director has developed goodwill with the Och-Ziff Entities’ clients and counterparties at the substantial expense of the Och-Ziff Entities, (v) the Managing Director may continue to develop client and counterparty goodwill, through investment by and resources of the Och-Ziff Entities, while working for and at the direction of OZM, (vi) the Managing Director engaging in any of the activities prohibited by this Section 3 would constitute improper appropriation and/or use of the Och-Ziff Entities’ confidential information and/or goodwill, (vii) the Managing Director’s association with the Och-Ziff Entities has been critical, and the Managing Director’s association with the Och-Ziff Entities is expected to continue to be critical, to the success of the Och-Ziff Entities, (viii) the services to be rendered, and relationships developed, by the Managing Director to or at the direction of OZM are of a special and unique character, (ix) the Och-Ziff Entities conduct the alternative asset management business throughout the world, (x) the noncompetition and other restrictive covenants and agreements set forth in this Agreement are fair and reasonable, and (xi) in light of the foregoing and of the Managing Director’s education, skills, abilities and financial resources, the Managing Director acknowledges and agrees that the Managing Director will not assert, and it should not be considered, that enforcement of any of the covenants set forth in Section 3 would prevent the Managing Director from earning a living or otherwise are void, voidable or unenforceable or should be voided or held unenforceable. (b) During the Managing Director’s employment with OZM and for the 12-month period immediately following the termination of the Managing Director’s employment for any reason other than without Cause, the Managing Director shall not, without the prior written consent of OZM, directly or indirectly (i) engage or otherwise participate in any manner or fashion in any business that is a Competing Business (as defined below), (ii) render any services to any Competing Business, Business or (iii) acquire a financial interest in or become actively involved with any Competing Business (other than as a passive investor holding minimal percentages of the stock of public companies). For purposes of this Agreement, “Competing Business” means any entity, or distinct portion thereof, that engages in the alternative asset management business.

Non-Competition, Non-Solicitation and Non-Disparagement. You agree not to reveal, disclose, use, or to cause to be revealed, disclosed, or used, or to assist in the revelation, disclosure or use of, any such information or material, or any other matter with respect to Entrust, which may be injurious or harmful to any of the Company’s interests, or the interest of any of its employees, officers or directors. Specifically, You shall issue no public statement on the business affairs, policies or the like of Entrust without the prior written consent of Entrust. Without limiting the foregoing, You shall not disparage Entrust or any of its employees, officers or directors in any respect. You hereby agree and acknowledge that: (a) The Managing Director acknowledges during Your employment with Entrust You have received and agrees that: (i) the alternative asset management business is intensely competitivebecome acquainted with confidential, proprietary, and trade secret information and information provided to Company in confidence by third parties, (iicollectively, “confidential information”) the Managing Director has developed, and will continue to develop and have access to and knowledge of, confidential information (including, but not limited to, material non-public information regarding Company investments, programs, plans, and strategies; capital sources; customers and prospective customers; technical data; business/marketing plans or results; prospect lists; sales funnels, personnel matters regarding Company employees, officers, and directors; manners of operation and services provided; negotiating positions and strategies; and other information regarding potential strategic alliances and customer information. You hereby acknowledge that such information has been and will be developed or acquired by the Och-Ziff Entities Company through the expenditure of substantial time, effort, and their clients)money, (iii) that such information provides the direct Company with strategic and indirect disclosure of business advantages over others who do not know or use such information, and that the Company has implemented specific policies and practices to keep such information secret. Accordingly, You agree You will not directly or indirectly use or disclose any such information to existing or potential competitors obtained through Your association with Entrust, except as expressly authorized by Entrust in conducting the business of the Och-Ziff Entities would place the Och-Ziff Entities at a competitive disadvantage and would do damage to the Och-Ziff Entities, (iv) the Managing Director has developed goodwill with the Och-Ziff Entities’ clients and counterparties at the substantial expense of the Och-Ziff Entities, (v) the Managing Director may continue to develop client and counterparty goodwill, through investment Company or as required by and resources of the Och-Ziff Entities, while working for and at the direction of OZM, (vi) the Managing Director engaging in any of the activities prohibited by this Section 3 would constitute improper appropriation and/or use of the Och-Ziff Entities’ confidential information and/or goodwill, (vii) the Managing Director’s association with the Och-Ziff Entities has been critical, and the Managing Director’s association with the Och-Ziff Entities is expected to continue to be critical, to the success of the Och-Ziff Entities, (viii) the services to be rendered, and relationships developed, by the Managing Director to or at the direction of OZM are an order of a special and unique character, (ix) the Och-Ziff Entities conduct the alternative asset management business throughout the world, (x) the noncompetition and other restrictive covenants and agreements set forth in this Agreement are fair and reasonable, and (xi) in light court of the foregoing and of the Managing Director’s education, skills, abilities and financial resources, the Managing Director acknowledges and agrees that the Managing Director will not assert, and it should not be considered, that enforcement of any of the covenants set forth in Section 3 would prevent the Managing Director from earning a living or otherwise are void, voidable or unenforceable or should be voided or held unenforceablecompetent jurisdiction. (b) During the Managing Director’s employment nature of the Entrust confidential information described in the preceding paragraph, and Your Senior Vice President position with OZM Entrust, makes it extremely unlikely that, even using complete good faith, You could provide services in a similar capacity for a competitor of Entrust without drawing upon and utilizing and/or disclosing such information. Accordingly, You agree that for the 12-month a period immediately of one (1) year following the termination of the Managing Director’s employment for any reason other than without Causedate that You return this signed Agreement to Entrust, the Managing Director shall You will not, without the prior written consent of OZMthe Company, directly or indirectly (i) engage serve as a partner, employee, consultant, officer, director, manager, agent, associate, investor, or otherwise participate in any manner or fashion in any business that is a Competing Business (as defined below), (ii) render any services to any Competing Businessdirectly or indirectly, own, purchase, organize or take preparatory steps for the organization of, or (iii) acquire a financial interest in build, design, finance, acquire, lease, operate, manage, invest in, work or become actively involved consult for or otherwise affiliate yourself with any Competing Business (other than as a passive investor holding minimal percentages of the stock of public following companies (including any parents, subsidiaries or related companies that are under common control with the listed companies): VeriSign, RSA, Computer Associates, Microsoft, Certicom, Identrust, Arcot, Cybertrust, Vasco, Sun Microsystems, Network Associates, Zix Corporation, Postx, Tumbleweed, Passmark, Tricipher, Activecard, IBM (excluding IBM Global Services), and Oracle (“collectively, Competitors”). For purposes You further agree that for a period of one (1) year following the date that You return this Agreementsigned Agreement to Entrust, “Competing Business” means any entityYou will refrain from (i) soliciting, recruiting, hiring, discussing, or distinct portion assisting others in soliciting, recruiting, hiring, or discussing, employment (or any consulting or contracting arrangement) with any person who is, or was within the six-month period immediately preceding the date of any such activity, an employee of Entrust, and (ii) soliciting any Entrust customers to cease to purchase or use Entrust products or services or to purchase or use competing products or services. Additionally, You agree that for the same period of time, You will not (i) refer any Entrust personnel to others for the purpose of soliciting, recruiting, hiring, discussing, or assisting others in soliciting, recruiting, hiring, or discussing, employment (or any consulting or contracting arrangement) with any person who is, or was within the six-month period immediately preceding the date of any such activity, an employee of Entrust, or (ii) refer any Entrust customers to any third parties who provide products or services that compete with those of Entrust. You acknowledge that Your fulfillment of the obligations contained in this provision is necessary to protect the Company’s confidential information and, consequently, to preserve the value and goodwill of the Company. You further acknowledge the time, Competitor, geographic and scope limitations of these obligations are reasonable, especially in light of the Company’s desire to protect its confidential information, and that You will not be precluded from gainful employment if You are obligated not to compete with the Company during the period, with the Competitors as described above. If, in any judicial proceeding, a court refuses to enforce any of such separate covenants (or any part thereof), that engages in then such unenforceable covenant (or such part) shall be eliminated from this agreement to the alternative asset management businessextent necessary to permit the remaining separate covenants (or portions thereof) to be enforced. In the event the provisions above are deemed to exceed the time, geographic or scope limitations permitted by Ontario law, then such provisions shall be reformed to the maximum time, geographic or scope limitations, as the case may be, then permitted by such law.