Common use of Non-Competition; Non-Solicitation; No Hire Clause in Contracts

Non-Competition; Non-Solicitation; No Hire. (a) The Executive shall not, at any time during the Term or during the two-year period following the Date of Termination (the “Restricted Period”): (i) Directly or indirectly engage in, have any equity interest in, or manage or operate (whether as director, officer, employee, agent, representative, partner, security holder, consultant or otherwise) any of the entities (which term “entity” shall for purposes of this Section 6 include any subsidiaries, parent entities or other Affiliates thereof (measured on the date of the Executive’s commencement of activities for such entities), or any successor thereto with regard to all or substantially all of the entity’s assets) set forth in a letter delivered to the Executive within thirty (30) days of the date of the Original Agreement (August 22, 2006) (each, a “Competitive Entity”), which original Competitive Entity must satisfy the fifteen (15) percent threshold described below (but as applied to the Group); provided, however, that the Executive shall be permitted to acquire a passive stock or equity interest in any such entity provided the stock or other equity interest acquired is not more than five (5) percent of the outstanding interest in such entity; provided, further, that, at any time prior to delivery of Notice of Termination by either party hereto, the Company shall have the discretion, acting reasonably and in good faith, to add additional Competitive Entities up to a total of ten (10), including those previously on the list, or to substitute another entity for any of the Competitive Entities; provided, further, that such addition or substitution is made prior to the giving of a Notice of Termination. Notwithstanding the foregoing, if the Company acquires any business in another business line (each, a “New Business”), then the Company shall have the discretion, acting reasonably and in good faith, to add up to five (5) competitors of the New Business to the foregoing list of the Competitive Entities, in excess of the applicable numerical limit, so long as each such added competitor derives at least fifteen (15) percent of its consolidated revenues and profits from business units that are competitive with the New Business based on the consolidated revenues and profits in the fiscal year immediately prior to the year such entity is added as a Competitive Entity; provided, further, that (x) at the time of any such acquisition, the Company shall examine the entire list of Competitive Entities and, in good faith, remove any which it reasonably believes should no longer be considered Competitive Entities, (y) the Company shall promptly remove any Competitive Entities in the event of the subsequent sale of the business of the Company with respect to which such Competitive Entity competes and (z) in no event shall the number of Competitive Entities be more than seventeen (17). (ii) Directly or indirectly solicit or hire, on his own behalf or on behalf of any other person or entity, the services of any individual who, at the time of the Executive’s termination of employment hereunder, is (or, at any time during the previous twelve (12) months, was) a management-level employee or executive officer of the Company or, other than in the good faith performance of his duties with the Company, solicit or induce any of the Company’s then employees to terminate employment with the Company; provided that the foregoing shall not be violated if an entity with which the Executive is then associated solicits or hires any such prohibited person (other than any such person that is set forth on a list containing no more than fifty (50) individuals, to be provided by the Company to the Executive within thirty (30) days of his termination of employment hereunder), so long as the Executive does not, with knowledge of such person’s relationship with the Company, direct or approve and is not otherwise involved in such solicitation or hire of the specific person (as opposed to filling the position). The restrictions in this Section 6(a)(ii) shall not apply to (A) general solicitations that are not specifically directed to employees of the Company or any affiliate or (B) serving as a reference at the request of an employee. There shall be no violation of this Section 6(a)(ii) that may serve as a basis for Cause or a forfeiture event, unless there is an actual hire and the failure of such person hired to return to the Company’s employ (or other cure, if possible) within ten (10) days of Executive’s receipt of written notice from the Company; or (iii) Other than in the good faith performance of his duties with the Company, directly or indirectly, on his own behalf or on behalf of any other person or entity, recruit or otherwise solicit or induce any customer, subscriber or supplier of the Company at the time of the Executive’s termination of employment hereunder (or, at any time during the previous twelve (12) months) to terminate its arrangements with the Company, otherwise adversely change its relationship with the Company, or establish any relationship with the Executive or any of his affiliates for any business purpose competitive with the business of the Company; provided that the foregoing shall not be violated (A) by actions of the Executive taken on behalf of an entity with which the Executive is then associated and which is a customer, subscriber or supplier of the Company, to the extent that such actions are taken in connection with such customer, subscriber or supplier relationship, and (B) if an entity with which the Executive is then associated solicits or induces any such prohibited person, so long as the Executive does not, with knowledge of such person’s relationship with the Company, direct or approve and is not otherwise involved in such solicitation or inducement of the specific transaction (as opposed to transactions in general). The restrictions in this Section 6(a)(iii) shall not apply to general advertisements that are not specifically directed to customers or suppliers of the Company or any affiliate. There shall be no violation of this Section 6(a)(iii) that may serve as a basis for Cause or a forfeiture event, unless there is an actual termination, or an adverse change in the relationship, by a customer, subscriber or supplier of the Company and a failure by the Executive to cure within ten (10) days of receipt of written notice from the Company. (b) In the event that the terms of this Section 6 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, over the maximum geographical area as to which it may be enforceable, 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. (c) As used in this Section 6, the term “Company” shall only include Lux Holdco and its Affiliates. (d) The provisions contained in Section 6(a) may be altered and/or waived with the prior written consent of the Supervisory Board or the Compensation Committee.

Non-Competition; Non-Solicitation; No Hire. (a) The Executive shall not, at any time during the Term or during the two-year period following the Date of Termination (the “Restricted Period”): (i) Directly or indirectly engage in, have any equity interest in, or manage or operate (whether as director, officer, employee, agent, representative, partner, security holder, consultant or otherwise) any of the entities (which term “entity” shall for purposes of this Section 6 include any subsidiaries, parent entities or other Affiliates thereof (measured on the date of the Executive’s commencement of activities for such entities), or any successor thereto with regard to all or substantially all of the entity’s assets) set forth in a letter to be delivered to the Executive within thirty (30) days of the date of the Original Agreement (August 22, 2006) hereof (each, a “Competitive Entity”), which original Competitive Entity must satisfy the fifteen (15) percent threshold described below (but as applied to the Group); provided, however, that the Executive shall be permitted to acquire a passive stock or equity interest in any such entity provided the stock or other equity interest acquired is not more than five (5) percent of the outstanding interest in such entity; provided, further, that, at any time prior to delivery of Notice of Termination by either party hereto, the Company shall have the discretion, acting reasonably and in good faith, to add additional Competitive Entities up to a total of ten (10), including those previously on the list, or to substitute another entity for any of the Competitive Entities; provided, further, that such addition or substitution is made prior to the giving of a Notice of Termination. Notwithstanding the foregoing, if the Company acquires any business in another business line (each, a “New Business”), then the Company shall have the discretion, acting reasonably and in good faith, to add up to five (5) competitors of the New Business to the foregoing list of the Competitive Entities, in excess of the applicable numerical limit, so long as each such added competitor derives at least fifteen (15) percent of its consolidated revenues and profits from business units that are competitive with the New Business based on the consolidated revenues and profits in the fiscal year immediately prior to the year such entity is added as a Competitive Entity; provided, further, that (x) at the time of any such acquisition, the Company shall examine the entire list of Competitive Entities and, in good faith, remove any which it reasonably believes should no longer be considered Competitive Entities, (y) the Company shall promptly remove any Competitive Entities in the event of the subsequent sale of the business of the Company with respect to which such Competitive Entity competes and (z) in no event shall the number of Competitive Entities be more than seventeen (17). (ii) Directly or indirectly solicit or hire, on his own behalf or on behalf of any other person or entity, the services of any individual who, at the time of the Executive’s termination of employment hereunder, is (or, at any time during the previous twelve (12) months, was) a management-level employee or executive officer of the Company or, other than in the good faith performance of his duties with the Company, solicit or induce any of the Company’s then employees to terminate employment with the Company; provided that the foregoing shall not be violated if an entity with which the Executive is then associated solicits or hires any such prohibited person (other than any such person that is set forth on a list containing no more than fifty (50) individuals, to be provided by the Company to the Executive within thirty (30) days of his termination of employment hereunder), so long as the Executive does not, with knowledge of such person’s relationship with the Company, direct or approve and is not otherwise involved in such solicitation or hire of the specific person (as opposed to filling the position). The restrictions in this Section 6(a)(ii) shall not apply to (A) general solicitations that are not specifically directed to employees of the Company or any affiliate or (B) serving as a reference at the request of an employee. There shall be no violation of this Section 6(a)(ii) that may serve as a basis for Cause or a forfeiture event, unless there is an actual hire and the failure of such person hired to return to the Company’s employ (or other cure, if possible) within ten (10) days of Executive’s receipt of written notice from the Company; or (iii) Other than in the good faith performance of his duties with the Company, directly or indirectly, on his own behalf or on behalf of any other person or entity, recruit or otherwise solicit or induce any customer, subscriber or supplier of the Company at the time of the Executive’s termination of employment hereunder (or, at any time during the previous twelve (12) months) to terminate its arrangements with the Company, otherwise adversely change its relationship with the Company, or establish any relationship with the Executive or any of his affiliates for any business purpose competitive with the business of the Company; provided that the foregoing shall not be violated (A) by actions of the Executive taken on behalf of an entity with which the Executive is then associated and which is a customer, subscriber or supplier of the Company, to the extent that such actions are taken in connection with such customer, subscriber or supplier relationship, and (B) if an entity with which the Executive is then associated solicits or induces any such prohibited person, so long as the Executive does not, with knowledge of such person’s relationship with the Company, direct or approve and is not otherwise involved in such solicitation or inducement of the specific transaction (as opposed to transactions in general). The restrictions in this Section 6(a)(iii) shall not apply to general advertisements that are not specifically directed to customers or suppliers of the Company or any affiliate. There shall be no violation of this Section 6(a)(iii) that may serve as a basis for Cause or a forfeiture event, unless there is an actual termination, or an adverse change in the relationship, by a customer, subscriber or supplier of the Company and a failure by the Executive to cure within ten (10) days of receipt of written notice from the Company. (b) In the event that the terms of this Section 6 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, over the maximum geographical area as to which it may be enforceable, 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. (c) As used in this Section 6, the term “Company” shall only include Lux Holdco and its Affiliates. (d) The provisions contained in Section 6(a) may be altered and/or waived with the prior written consent of the Supervisory Board or the Compensation Committee.

Non-Competition; Non-Solicitation; No Hire. (a) The Executive For a period of two (2) years following the Closing Date, Seller shall not, at any time during the Term and shall cause its controlled Affiliates not to, without Buyer’s prior written consent, directly or during the two-year period following the Date of Termination (the “Restricted Period”): (i) Directly or indirectly indirectly, engage in, have own (or acquire) any equity interest in, or manage or operate (whether anywhere in the United States, the business of originating and servicing multi-family mortgage loans on behalf of Government Sponsored Program Lenders as director, officer, employee, agent, representative, partner, security holder, consultant or otherwise) any of conducted by the entities (which term “entity” shall for purposes of this Section 6 include any subsidiaries, parent entities or other Affiliates thereof (measured on the date of the Executive’s commencement of activities for such entities), or any successor thereto with regard to all or substantially all of the entity’s assets) set forth in a letter delivered to the Executive within thirty (30) days ACRE Companies as of the date of the Original Agreement hereof (August 22, 2006) (each, a “Competitive EntityCompeting Business”), which original Competitive Entity must satisfy the fifteen (15) percent threshold described below (but as applied to the Group); provided, however, that notwithstanding the Executive foregoing, Seller and its Affiliates shall not be permitted to acquire a passive stock restricted from: (i) owning or holding, directly or indirectly, beneficially or of record any outstanding Indebtedness or equity of any Person so long as it does not have a controlling interest in any or an active participation in the business of such entity Person or the right to serve on, or elect one or more members to, such Person’s board of directors and committees of such board; provided the stock that each such ownership interest is an interest with respect to which Seller or other equity interest acquired is not more its Affiliates owns less than five percent (5%) percent of the outstanding interest voting securities (including convertible securities) of such Person; (ii) acquiring, and thereafter owning, holding, controlling or investing in, directly or indirectly, any business or Person that is engaged in the Competing Business so long as, (1) such entitybusiness or Person is not primarily engaged in a Competing Business and (2) for the most recent fiscal year ending prior to the date of such acquisition, the revenues of such business or Person so owned, held or controlled that were derived from a Competing Business were less than twenty percent (20%) of the aggregate revenues of the combined business (i.e., the revenues of (x) the Seller (on a consolidated basis) plus (y) the business or Person so owned, held or controlled); or (iii) originating and/or arranging for the origination of loans with respect to which (x) Seller or any of its Affiliates is a general partner or managing member of the borrower of such loan or (y) Seller or any of its Affiliates syndicate federal low income housing tax credits, the proceeds of which are used to provide equity with respect to the underlying properties; provided, furtherfurther that the provisions of this Section 5.11(a) are not intended to restrict an acquisition of Seller. (b) For a period of two (2) years following the Closing Date, thatSeller shall not, at and shall cause its controlled Affiliates not to: (i) employ or solicit for employment in any time prior future or existing business of Seller or its Affiliates or otherwise induce to delivery leave their employment, any employee of Notice of Termination by either party hereto, the Company shall have the discretion, acting reasonably and in good faith, to add additional Competitive Entities up to a total of ten (10), including those previously on the list, or to substitute another entity for any as of the Competitive EntitiesClosing Date; provided, further, that such addition or substitution is made prior to the giving of a Notice of Termination. Notwithstanding the foregoing, if the Company acquires any business in another business line (each, a “New Business”), then the Company shall have the discretion, acting reasonably and in good faith, to add up to five (5) competitors of the New Business to the foregoing list of the Competitive Entities, in excess of the applicable numerical limit, so long as each such added competitor derives at least fifteen (15) percent of its consolidated revenues and profits from business units that are competitive with the New Business based on the consolidated revenues and profits in the fiscal year immediately prior to the year such entity is added as a Competitive Entity; provided, furtherhowever, that (x) at without limiting the time foregoing prohibitions on hiring, nothing in this Section 5.11(b)(i) shall prohibit Seller from making general solicitations of any employment not specifically directed to such acquisition, the Company shall examine the entire list of Competitive Entities and, in good faith, remove any which it reasonably believes should no longer be considered Competitive Entities, employees and (y) the Company nothing in this Section 5.11(b)(i) shall promptly remove prohibit Seller or any Competitive Entities in the event of the subsequent sale of the business of the Company with respect to which its Affiliates from hiring any such Competitive Entity competes and (z) in no event shall the number of Competitive Entities be more than seventeen (17). (ii) Directly or indirectly solicit or hire, on his own behalf or on behalf of any other person or entity, the services of any individual who, at the time of the Executive’s termination of employment hereunder, is (or, employee at any time during after the previous twelve six (126) months, was) a management-level employee or executive officer month anniversary of the Company or, other than in the good faith performance of his duties with the Company, solicit or induce any of the Company’s then employees date such employee ceases to terminate employment with be employed by the Company; provided that the foregoing shall not be violated if an entity with which the Executive is then associated solicits or hires any such prohibited person (other than any such person that is set forth on a list containing no more than fifty (50) individuals, to be provided by the Company to the Executive within thirty (30) days of his termination commencement of employment hereunder), so long as the Executive discussions with Seller or its Affiliates does not, with knowledge of not occur prior to such person’s relationship with the Company, direct or approve time and is Seller was not otherwise involved then in such solicitation or hire breach of the specific person (as opposed to filling the position). The restrictions in this Section 6(a)(ii) shall not apply to (A) general solicitations that are not specifically directed to employees of the Company or any affiliate or (B) serving as a reference at the request of an employee. There shall be no violation provisions of this Section 6(a)(ii5.11(b)(i) that may serve as a basis for Cause or a forfeiture event, unless there is an actual hire and the failure of with respect to such person hired to return to the Company’s employ (or other cure, if possible) within ten (10) days of Executive’s receipt of written notice from the Companyemployee; or (iiiii) Other than in the good faith performance of his duties with the Company, directly or indirectly, on his own behalf or on behalf of knowingly encourage any other person or entity, recruit or otherwise solicit or induce any customer, subscriber or supplier client of the Company at on the time of the Executive’s termination of employment hereunder (or, at any time during the previous twelve (12) months) Closing Date to terminate stop or curtail its arrangements business in its current scope with the Company, otherwise adversely change its relationship with Company following the Company, or establish any relationship with the Executive or any of his affiliates for any business purpose competitive with the business of the Company; provided that the foregoing shall not be violated (A) by actions of the Executive taken on behalf of an entity with which the Executive is then associated and which is a customer, subscriber or supplier of the Company, to the extent that such actions are taken in connection with such customer, subscriber or supplier relationship, and (B) if an entity with which the Executive is then associated solicits or induces any such prohibited person, so long as the Executive does not, with knowledge of such person’s relationship with the Company, direct or approve and is not otherwise involved in such solicitation or inducement of the specific transaction (as opposed to transactions in general). The restrictions in this Section 6(a)(iii) shall not apply to general advertisements that are not specifically directed to customers or suppliers of the Company or any affiliate. There shall be no violation of this Section 6(a)(iii) that may serve as a basis for Cause or a forfeiture event, unless there is an actual termination, or an adverse change in the relationship, by a customer, subscriber or supplier of the Company and a failure by the Executive to cure within ten (10) days of receipt of written notice from the Company. (b) In the event that the terms of this Section 6 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, over the maximum geographical area as to which it may be enforceable, or to the maximum extent in all other respects as to which it may be enforceable, all as determined by such court in such actionClosing. (c) As used The nature and scope of the foregoing protections have been carefully considered by the parties hereto. The parties hereto agree and acknowledge that the duration, scope and geographic areas applicable to such provisions are an essential element of this Agreement and that adequate compensation has been received by each Seller for such obligations. If, however, for any reason any court determines that any such restrictions are invalid or unenforceable, such invalidity or unenforceability shall be deemed to apply only with respect to the operation of such provision in the particular jurisdiction in which such determination is made and not with respect to any other provision or jurisdiction, and the offending provision shall be modified or rewritten to include as much of the duration, scope and geographic area identified in this Section 6, the term “Company” shall only include Lux Holdco 5.11 as will render such restrictions valid and its Affiliatesenforceable. (d) The provisions In the event of a breach or threatened breach of this Section 5.11, Buyer shall be entitled, without the posting of a bond, to seek an injunction restraining such breach or threatened breach. Nothing herein contained in Section 6(a) may shall be altered and/or waived with the prior written consent of the Supervisory Board construed as prohibiting any party from pursuing any other remedy available to it for such breach or the Compensation Committeethreatened breach.

Non-Competition; Non-Solicitation; No Hire. (a) The Executive In consideration of the benefits of this Agreement to the Shareholder and in order to induce Purchaser and Purchaser Sub to enter into this Agreement, Shareholder hereby covenants and agrees that, for a period of three (3) years following the Closing Date, the Shareholder shall not, at any time during and shall cause its Subsidiaries not to, without the Term prior written consent of Purchaser and Purchaser Sub, directly or during the two-year period following the Date of Termination (the “Restricted Period”): indirectly, (i) Directly do anything to cause or indirectly engage inencourage any officer, have director, employee or agent of the Company or any equity interest inSubsidiary thereof to terminate his or her employment with the Company or such Subsidiary, as the case may be, for the purpose of competing with or proposing to compete with the Company or any of its Subsidiaries, or manage for the purpose of damaging the Company or operate (whether as director, officer, employee, agent, representative, partner, security holder, consultant or otherwise) any of the entities its Subsidiaries in any way, (which term “entity” shall ii) contact or otherwise act in concert with any other Person, for purposes of this Section 6 include any subsidiaries, parent entities or other Affiliates thereof (measured on the date of the Executive’s commencement of activities for such entities), or any successor thereto with regard to all or substantially all of the entity’s assets) set forth in a letter delivered to the Executive within thirty (30) days of the date of the Original Agreement (August 22, 2006) (each, a “Competitive Entity”), which original Competitive Entity must satisfy the fifteen (15) percent threshold described below (but as applied to the Group); provided, however, that the Executive shall be permitted to acquire a passive stock or equity interest in any such entity provided the stock or other equity interest acquired is not more than five (5) percent of the outstanding interest in such entity; provided, further, that, at any time prior to delivery of Notice of Termination by either party hereto, the Company shall have the discretion, acting reasonably and in good faith, to add additional Competitive Entities up to a total of ten (10), including those previously on the list, or to substitute another entity for any of the Competitive Entities; provided, further, that such addition or substitution is made prior to the giving of a Notice of Termination. Notwithstanding the foregoing, if the Company acquires any business in another business line (each, a “New Business”), then the Company shall have the discretion, acting reasonably and in good faith, to add up to five (5) competitors of the New Business to the foregoing list of the Competitive Entities, in excess of the applicable numerical limit, so long as each such added competitor derives at least fifteen (15) percent of its consolidated revenues and profits from business units that are competitive with the New Business based on the consolidated revenues and profits in the fiscal year immediately prior to the year such entity is added as a Competitive Entity; provided, further, that (x) at the time of any such acquisitioncompeting, the Company shall examine the entire list of Competitive Entities anddirectly or indirectly, in good faith, remove any which it reasonably believes should no longer be considered Competitive Entities, (y) the Company shall promptly remove any Competitive Entities in the event of the subsequent sale of with the business of the Company and its Subsidiaries as engaged in, or being actively developed by, the Company and its Subsidiaries on the Closing Date (collectively, the "Business") or (y) damaging in any way the Company or any of its Subsidiaries, or (iii) engage in, have an interest in, or provide advice or assistance to, any business in the Restricted Area which competes with respect to which such Competitive Entity competes and (zthe Business. Nothing in this Section 7.13(a) in no event shall prohibit the number of Competitive Entities be Shareholder from owning, directly, or indirectly, not more than seventeen two percent (172.0%) of any class of securities of a publicly traded company. (b) The Shareholder specifically agrees that this covenant is an integral part of the inducement of Purchaser and Purchaser Sub to consummate the transactions contemplated by this Agreement (including, but not limited to, the Clean Earth Sale Transaction) and that Purchaser and Purchaser Sub shall be entitled to injunctive relief in addition to all other legal and equitable rights and remedies available to it in connection with any breach by the Shareholder of any provision of this Section and that, notwithstanding the foregoing, no right, power or remedy conferred upon or reserved or exercised by Purchaser or Purchaser Sub in this Section is intended to be exclusive of any other right, power or remedy of Purchaser or Purchaser Sub, each and every one of which (now or hereafter existing at law, in equity, by statute or otherwise) shall be cumulative and concurrent. (c) The covenants contained in subsection (a) of this Section shall be construed as a series of separate covenants, one for each county or state of the United States of America and one for each country in which the Company or any Subsidiary thereof conducted business on or prior to the Closing Date (together, the "Restricted Area"). (iid) Directly or indirectly solicit or hire, on his own behalf or on behalf of any other person or entity, the services of any individual who, at the time Each of the Executive’s termination of employment hereunder, is (or, at any time during the previous twelve (12) months, was) a management-level employee or executive officer of the Company or, other than parties hereto agrees that in the good faith performance event that either the length of his duties with the Company, solicit time or induce any of the Company’s then employees to terminate employment with the Company; provided that the foregoing shall not be violated if an entity with which the Executive is then associated solicits or hires any such prohibited person (other than any such person that is geographical area set forth on a list containing no more than fifty (50) individuals, to be provided by the Company to the Executive within thirty (30) days of his termination of employment hereunder), so long as the Executive does not, with knowledge of such person’s relationship with the Company, direct or approve and is not otherwise involved in such solicitation or hire of the specific person (as opposed to filling the position). The restrictions in this Section 6(a)(iiis deemed too restrictive by any court of competent jurisdiction, the covenants and agreements in this Section shall be enforceable for such time and within such geographical area as such court may deem reasonable under the circumstances. (e) shall not apply to The Shareholder hereby covenants and agrees that for a period of three (A3) general solicitations that are not specifically directed to employees years following the Closing Date neither it nor any of its Subsidiaries shall, without the prior written consent of Purchaser and Purchaser Sub, directly or indirectly, (i) solicit for employment any employee of the Company or any affiliate Subsidiary thereof or (Bii) serving employ, or retain as a reference consultant or independent contractor, any such employee, in each case whether (x) during such employee's employment by the Company or any Subsidiary thereof or (y) after such employment, provided that the restriction set forth in clause (y) above shall not apply if (and only if) at no time from and after the request of an employee. There shall be no violation of this Section 6(a)(ii) that may serve as a basis for Cause or a forfeiture event, unless there is an actual hire and date hereof until the failure end of such person hired employment, the Shareholder has discussed with or communicated to return to the Company’s employ (or other cure, if possible) within ten (10) days of Executive’s receipt of written notice from the Company; or (iii) Other than in the good faith performance of his duties with the Companysuch employee, directly or indirectly, on his own behalf (1) any plan or on behalf of any other person proposal for the 52 Shareholder, directly or entityindirectly, recruit or otherwise solicit or induce any customer, subscriber or supplier of the Company at the time of the Executive’s termination of employment hereunder (or, at any time during the previous twelve (12) months) to terminate its arrangements with the Company, otherwise adversely change its relationship with the Companyemploy, or establish any relationship with retain as a consultant or independent contractor, such employee after the Executive or any of his affiliates for any business purpose competitive with the business of the Company; provided that the foregoing shall not be violated (A) by actions of the Executive taken on behalf of an entity with which the Executive is then associated and which is a customer, subscriber or supplier of the Company, to the extent that such actions are taken in connection with such customer, subscriber or supplier relationship, and (B) if an entity with which the Executive is then associated solicits or induces any such prohibited person, so long as the Executive does not, with knowledge end of such person’s relationship with the Company, direct or approve and is not otherwise involved in such solicitation or inducement of the specific transaction (as opposed to transactions in general). The restrictions in this Section 6(a)(iii) shall not apply to general advertisements that are not specifically directed to customers or suppliers of employee's employment by the Company or any affiliate. There shall be no violation Subsidiary thereof or (2) the availability or prospect of this Section 6(a)(iii) that may serve such employment or engagement or retention as a basis for Cause consultant or a forfeiture event, unless there is an actual termination, or an adverse change in independent contractor after the relationship, end of such employee's employment by a customer, subscriber or supplier of the Company and a failure by the Executive to cure within ten (10) days of receipt of written notice from the Companyor any Subsidiary thereof. (b) In the event that the terms of this Section 6 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, over the maximum geographical area as to which it may be enforceable, 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. (c) As used in this Section 6, the term “Company” shall only include Lux Holdco and its Affiliates. (d) The provisions contained in Section 6(a) may be altered and/or waived with the prior written consent of the Supervisory Board or the Compensation Committee.

Non-Competition; Non-Solicitation; No Hire. (a) The Executive From and after the Closing Date until the fifth (5th) anniversary thereof, Seller shall not, at any time during the Term or during the two-year period following the Date of Termination (the “Restricted Period”): (i) Directly or indirectly engage in, have any equity interest in, or manage or operate (whether as director, officer, employee, agent, representative, partner, security holder, consultant or otherwise) and it shall not permit any of the entities (which term “entity” shall for purposes of this Section 6 include any subsidiaries, parent entities their respective Subsidiaries or other Affiliates thereof (measured on the date of the Executive’s commencement of activities for such entities), or any successor thereto with regard to all or substantially all of the entity’s assets) set forth in a letter delivered to the Executive within thirty (30) days of the date of the Original Agreement (August 22, 2006) (each, a “Competitive Entity”), which original Competitive Entity must satisfy the fifteen (15) percent threshold described below (but as applied to the Group); provided, however, that the Executive shall be permitted to acquire a passive stock or equity interest in any such entity provided the stock or other equity interest acquired is not more than five (5) percent of the outstanding interest in such entity; provided, further, that, at any time prior to delivery of Notice of Termination by either party hereto, the Company shall have the discretion, acting reasonably and in good faith, to add additional Competitive Entities up to a total of ten (10), including those previously on the list, or to substitute another entity for any of the Competitive Entities; provided, further, that such addition or substitution is made prior to the giving of a Notice of Termination. Notwithstanding the foregoing, if the Company acquires any business in another business line (each, a “New Business”), then the Company shall have the discretion, acting reasonably and in good faith, to add up to five (5) competitors of the New Business to the foregoing list of the Competitive Entities, in excess of the applicable numerical limit, so long as each such added competitor derives at least fifteen (15) percent of its consolidated revenues and profits from business units that are competitive with the New Business based on the consolidated revenues and profits in the fiscal year immediately prior to the year such entity is added as a Competitive Entity; provided, further, that (x) at the time of any such acquisition, the Company shall examine the entire list of Competitive Entities and, in good faith, remove any which it reasonably believes should no longer be considered Competitive Entities, (y) the Company shall promptly remove any Competitive Entities in the event of the subsequent sale of the business of the Company with respect to which such Competitive Entity competes and (z) in no event shall the number of Competitive Entities be more than seventeen (17). (ii) Directly or indirectly solicit or hire, on his own behalf or on behalf of any other person or entity, the services of any individual who, at the time of the Executive’s termination of employment hereunder, is (or, at any time during the previous twelve (12) months, was) a management-level employee or executive officer of the Company or, other than in the good faith performance of his duties with the Company, solicit or induce any of the Company’s then employees to terminate employment with the Company; provided that the foregoing shall not be violated if an entity with which the Executive is then associated solicits or hires any such prohibited person (other than any such person that is set forth on a list containing no more than fifty (50) individuals, to be provided by the Company to the Executive within thirty (30) days of his termination of employment hereunder), so long as the Executive does not, with knowledge of such person’s relationship with the Company, direct or approve and is not otherwise involved in such solicitation or hire of the specific person (as opposed to filling the position). The restrictions in this Section 6(a)(ii) shall not apply to (A) general solicitations that are not specifically directed to employees of the Company or any affiliate or (B) serving as a reference at the request of an employee. There shall be no violation of this Section 6(a)(ii) that may serve as a basis for Cause or a forfeiture event, unless there is an actual hire and the failure of such person hired to return to the Company’s employ (or other cure, if possible) within ten (10) days of Executive’s receipt of written notice from the Company; or (iii) Other than in the good faith performance of his duties with the Companyto, directly or indirectly, on his own behalf engage anywhere in the world in any business or on behalf activity that competes, directly or indirectly, with the Business (including, for the avoidance of doubt, each of (i) the provision of medical transcription services and (ii) the provision of any other person product, platform or entity, recruit or otherwise solicit or induce any customer, subscriber or supplier of the Company at the time of the Executive’s termination of employment hereunder (or, at any time during the previous twelve (12) months) to terminate its arrangements technology that competes with the CompanyProducts) (any such business or activity, otherwise adversely change its relationship with a "COMPETING BUSINESS"); provided that nothing herein shall prohibit the Company, or establish any relationship with the Executive acquisition by Seller or any of his affiliates for Seller's Subsidiaries or Affiliates of any business purpose competitive with the business interest in any publicly listed company that owns a Competing Business as long as such interest does not exceed one percent (1%) of the Company; provided that the foregoing shall not be violated (A) by actions of the Executive taken on behalf of an entity with which the Executive is then associated issued and which is a customer, subscriber or supplier of the Company, to the extent that such actions are taken in connection with such customer, subscriber or supplier relationship, and (B) if an entity with which the Executive is then associated solicits or induces any such prohibited person, so long as the Executive does not, with knowledge outstanding capital stock of such person’s relationship with the Company, direct or approve and is not otherwise involved in such solicitation or inducement of the specific transaction (as opposed to transactions in general). The restrictions in this Section 6(a)(iii) shall not apply to general advertisements that are not specifically directed to customers or suppliers of the Company or any affiliate. There shall be no violation of this Section 6(a)(iii) that may serve as a basis for Cause or a forfeiture event, unless there is an actual termination, or an adverse change in the relationship, by a customer, subscriber or supplier of the Company and a failure by the Executive to cure within ten (10) days of receipt of written notice from the Companycompany. (b) In From and after the event that Closing Date until the terms fifth (5th) anniversary of this Section 6 thereof, Seller shall be determined not, and they shall not permit any of their respective Subsidiaries or Affiliates to, directly or indirectly, (i) solicit, encourage or induce any Person employed or engaged (as an employee, independent contractor or otherwise) by Buyer or any court of competent jurisdiction to be unenforceable by reason of its extending for too great a period Subsidiaries to leave the employment or engagement of time Buyer or over too great a geographical area or by reason any of its being too extensive Subsidiaries, (ii) hire, employ or engage (as an employee, independent contractor or otherwise) any Person that has, in the eighteen (18) months preceding any other respectsuch intended hiring, it will be interpreted to extend only over the maximum period engagement or employment, been employed or engaged by Buyer or any of time for which it may be enforceable, over the maximum geographical area as to which it may be enforceableits Subsidiaries, or (ii) solicit, encourage or induce any existing or future customer of Buyer or any of its Subsidiaries or the Business to cease doing business with Buyer or any of its Subsidiaries or the maximum extent in all other respects as to which it may be enforceable, all as determined by such court in such actionBusiness. (c) As used Notwithstanding any other provision of this Agreement, it is understood and agreed that remedies at law would by themselves be inadequate in the case of any breach of the covenants contained in this Section 6SECTION 5.1, and Buyer shall be entitled to equitable relief in respect thereof, including the term “Company” shall only include Lux Holdco and its Affiliates. (d) The provisions contained in Section 6(a) may be altered and/or waived remedy of specific performance or injunctive relief, with respect to any breach of such covenants, without the prior written consent need to show any proof of the Supervisory Board damages or the Compensation Committeeposting of any bond.