Common use of Non-Competition; Non-Solicitation; Non-Interference Clause in Contracts

Non-Competition; Non-Solicitation; Non-Interference. (a) I agree that, during my employment with the Company, I will not directly or indirectly own any interest in, manage, control, participate in (whether as an officer, director, employee, partner, agent, representative or otherwise), consult with, render services for, or in any other manner engage in any business which is, directly or indirectly, engaged in any business in which the Company engages or proposes to engage during the period of my employment. (b) I agree that, during the Noncompete Period (as defined below), I will not directly or indirectly own any interest in, or in any capacity that requires me to provide, in any material respect, services, advice, and/or consultation similar to the services, advice and/or consultation I provided on behalf of the Company during the Reference Period (as defined below), manage, control, participate in (whether as an officer, director, employee, partner, agent, representative or otherwise), consult with, render services for, or in any manner engage in any business which is located, in whole or in part, in the Geographic Area and which is engaged in a Competitive Business (as defined below). (c) Nothing herein shall prohibit me from being a passive owner of not more than 2% of the outstanding securities of any class of a corporation which is publicly traded, so long as I have no active participation in the business of any such corporation. (d) During my employment with the Company and throughout the Noncompete Period, I will not directly or indirectly (including through another person) solicit or attempt to solicit, induce or attempt to induce any employee, consultant, agent, independent contractor or any other person otherwise engaged in a services or business relationship (including, without limitation, any customer, supplier, licensee or licensor) with the Company to leave the employ of or terminate or otherwise adversely alter such person’s relationship with the Company, or in any way interfere with the relationship between the Company and any such person; provided, however, I will not be prohibited from engaging the services of any such person who is also engaged by the Company (other than any employee of the Company, or any consultant or agent providing services substantially on a full-time basis to the Company relating primarily to the Food Industries, as that term is defined below) so long as any such engagement would not otherwise constitute a breach of this Section 4(d). (e) During the Noncompete Period, I will not directly or indirectly (including through another person) hire or otherwise engage the services of any person who was an employee of the Company at any time during the ninety (90) day period immediately preceding the termination of my employment with the Company. (f) During my employment with the Company and throughout the Noncompete Period, I will not directly or indirectly (including through another person) acquire or attempt to acquire any business in the United States of America to which the Company or any of its shareholders or investors has made any proposal during the Reference Period relating to the possible acquisition of such business by the Company or any of its shareholders or investors (an “Acquisition Target”), or take any action to induce or attempt to induce any Acquisition Target to consummate any acquisition, investment or other similar transaction with any person other than the Company or any of its shareholders or investors. (g) If, at the time of enforcement of any covenant or agreement contained in Section 1, 2, 4(a), 4(b), 4(d) or 4(e) of this Agreement, a court holds that the duration, scope, or area restrictions stated herein are unreasonable under circumstances then existing, I agree that the maximum period, scope or geographical area reasonable under such circumstances shall be substituted for the stated period, scope or area and that the court will be allowed and directed to revise the restrictions contained herein to cover the maximum period, scope and area permitted by law. Because my services are unique and because I have access to Confidential Information and Work Product, I agree that monetary damages would not be an adequate remedy for any breach of this Agreement. Therefore, in the event a breach or threatened breach of this Agreement, the Company or its successors or assigns may, in addition to other rights and remedies existing in their favor, apply to any court of competent jurisdiction for specific performance and/or injunctive or similar relief in order to enforce, or prevent any violations of, the provisions hereof. In addition, in the event of a breach or violation by me of any covenant or agreement in Section 4(a), 4(b), 4(d) or 4(e), the Noncompete Period set forth in such Section with respect to such covenant or agreement shall be tolled until such breach or violation has been duly cured.

Non-Competition; Non-Solicitation; Non-Interference. (a) I agree that, during my employment with the Company, I will not directly or indirectly own any interest in, manage, control, participate in (whether as an officer, director, employee, partner, agent, representative or otherwise), consult with, render services for, or in any other manner engage in any business which is, directly or indirectly, engaged in any business in which the Company engages or proposes to engage during the period of my employment. (b) I agree that, during the Noncompete Period (as defined below), I will not directly or indirectly own any interest in, or in any capacity that requires me to provide, in any material respect, services, advice, and/or consultation similar to the services, advice and/or consultation I provided on behalf of the Company during the Reference Period (as defined below), manage, control, participate in (whether as an officer, director, employee, partner, agent, representative or otherwise), consult with, render services for, or in any manner engage in any business which is located, in whole or in part, in the Geographic Area and which is engaged in a Competitive Business (as defined below). (c) Nothing herein shall prohibit me from being a passive owner of not more than 2% of the outstanding securities of any class of a corporation which is publicly traded, so long as I have no active participation in the business of any such corporation. (d) During my employment with the Company and throughout the Noncompete Period, I will not directly or indirectly (including through another person) solicit or attempt to solicit, induce or attempt to induce any employee, consultant, agent, independent contractor or any other person otherwise engaged in a services or business relationship (including, without limitation, any customer, supplier, licensee or licensor) with the Company to leave the employ of or terminate or otherwise adversely alter such person’s relationship with the Company, or in any way interfere with the relationship between the Company and any such person; provided, however, I will not be prohibited from engaging the services of any such person who is also engaged by the Company (other than any employee of the Company, or any consultant or agent providing services substantially on a full-time basis to the Company relating primarily to the Food Industries, as that term is defined below) so long as any such engagement would not otherwise constitute a breach of this Section 4(d). (e) During the Noncompete Period, I will not directly or indirectly (including through another person) hire or otherwise engage the services of any person who was an employee of the Company at any time during the ninety (90) day period immediately preceding the termination of my employment with the Company.[Intentionally Omitted] (f) During my employment with the Company and throughout the Noncompete Period, I will not directly or indirectly (including through another person) acquire or attempt to acquire any business in the United States of America to which the Company or any of its shareholders or investors has made any proposal during the Reference Period relating to the possible acquisition of such business by the Company or any of its shareholders or investors (an “Acquisition Target”), or take any action to induce or attempt to induce any Acquisition Target to consummate any acquisition, investment or other similar transaction with any person other than the Company or any of its shareholders or investors. (g) If, at the time of enforcement of any covenant or agreement contained in Section 1, 2, 4(a), 4(b), or 4(d) or 4(e) of this Agreement, a court holds that the duration, scope, or area restrictions stated herein are unreasonable under circumstances then existing, I agree that the maximum period, scope or geographical area reasonable under such circumstances shall be substituted for the stated period, scope or area and that the court will be allowed and directed to revise the restrictions contained herein to cover the maximum period, scope and area permitted by law. Because my services are unique and because I have access to Confidential Information and Work Product, I agree that monetary damages would not be an adequate remedy for any breach of this Agreement. Therefore, in the event a breach or threatened breach of this Agreement, the Company or its successors or assigns may, in addition to other rights and remedies existing in their favor, apply to any court of competent jurisdiction for specific performance and/or injunctive or similar relief in order to enforce, or prevent any violations of, the provisions hereof. In addition, in the event of a breach or violation by me of any covenant or agreement in Section 4(a), 4(b), or 4(d) or 4(e), the Noncompete Period set forth in such Section with respect to such covenant or agreement shall be tolled until such breach or violation has been duly cured.

Non-Competition; Non-Solicitation; Non-Interference. (a) I Employee and the Company agree thatthat the highly competitive nature of the Company’s business, Employee’s position with the Company, and the Confidential Information, training, and goodwill provided to Employee during my his/her employment with the Company, I as well as incentive to the Company to provide the restricted stock units under this Agreement, support Employee’s promises not to compete with the Company, and not to solicit or interfere with the Company’s relationships with its customers and employees as stated below in the rest of this Section 2 during the Restricted Period, regardless of the reason for the separation, within the Restricted Area. (a) Subject to the exceptions set forth in Section 2(b) below, Employee expressly covenants and agrees that during the Restricted Period and in the Restricted Area, Employee will not directly or indirectly own any interest in, manage, control, participate in (whether as an officer, director, employee, partner, agent, representative or otherwise), consult with, render services for, or in any other manner engage in any business which isor carry on, directly or indirectly, a Competing Business, as defined herein. Accordingly, Employee will not, directly or indirectly, own, manage, operate, join, become employed or engaged in by, partner in, control, participate in, be connected with, loan money or sell or lease equipment or property to, or otherwise be affiliated with any business in which the Company engages or proposes to engage during the period of my employmentCompeting Business. (b) I agree that, during Notwithstanding the Noncompete Period (as defined belowrestrictions contained in Section 2(a), I will not directly or indirectly Employee may own any interest in, or in any capacity that requires me to provide, in any material respect, services, advice, and/or consultation similar to the services, advice and/or consultation I provided on behalf of the Company during the Reference Period (as defined below), manage, control, participate in (whether as an officer, director, employee, partner, agent, representative or otherwise), consult with, render services for, or in any manner engage in any business which is located, in whole or in part, in the Geographic Area and which is engaged in a Competitive Business (as defined below). (c) Nothing herein shall prohibit me from being a passive owner of not more less than 2% of the outstanding securities stock of any class of for a corporation Competing Business which sells its stock on a national securities exchange if Employee is publicly traded, so long as I have no active participation not involved in the business management of any such corporationCompeting Business. (dc) During my Employee further expressly covenants and agrees that during the Restricted Period and in the Restricted Area, Employee will not interfere with the Company’s relationship with, solicit or hire or otherwise encourage to change or leave their employment or contractor position with the Company and throughout the Noncompete Period, I will not directly any person currently employed by or indirectly (including through another person) solicit or attempt engaged as a contractor to solicit, induce or attempt to induce any employee, consultant, agent, independent contractor or any other person otherwise engaged in a services or business relationship (including, without limitation, any customer, supplier, licensee or licensor) with the Company to leave the employ of or terminate or otherwise adversely alter such person’s relationship with the Company, or in any way interfere with the relationship between the Company and any such person; provided, however, I will not be prohibited from engaging the services of any such person who is also was employed by or engaged by the Company (other than any employee of during Employee’s employment with the Company, . This restriction shall not include any current or any consultant potential employee or agent providing services substantially on a full-time basis to the Company relating primarily to the Food Industries, as that term is defined below) so long as any such engagement would not otherwise constitute a breach of this Section 4(d). (e) During the Noncompete Period, I will not directly or indirectly (including through another person) hire or otherwise engage the services of any person who was an employee contractor of the Company at any time for which employee had no responsibility, no involvement, and about which he/she had no access to Confidential Information during the ninety (90) day period immediately preceding the termination of my his/her employment with the Company. (fd) During my the Restricted Period and in the Restricted Area, Employee further agrees that he/she will not solicit business from, nor encourage or otherwise cause any current or potential customer, vendor or supplier of the Company, including its current or planned (future) projects, bids, or contracts, to cease or materially change their current or potential business relationship with the Company or otherwise attempt to interfere with these Company relationships. For purposes of this Section, “potential customer, vendor or supplier” shall mean any entity or person with whom the Company has been pursuing a business relationship during Employee’s employment with the Company Company, and throughout the Noncompete Period, I will not directly or indirectly (including through another person) acquire or attempt to acquire any “potential business in the United States of America to which the Company or relationship” shall mean any of its shareholders or investors has made any proposal during the Reference Period relating to the possible acquisition of such business relationship pursued by the Company during Employee’s employment with the Company, including any current or planned (future) bids, projects or contracts. This restriction shall not include any current or potential customer, vendor or supplier of its shareholders or investors (an “Acquisition Target”), or take any action to induce or attempt to induce any Acquisition Target to consummate any acquisition, investment or other similar transaction with any person other than the Company or any of its shareholders or investors. (g) Iffor which Employee had no responsibility, at the time of enforcement of any covenant or agreement contained in Section 1no involvement, 2, 4(a), 4(b), 4(d) or 4(e) of this Agreement, a court holds that the duration, scope, or area restrictions stated herein are unreasonable under circumstances then existing, I agree that the maximum period, scope or geographical area reasonable under such circumstances shall be substituted for the stated period, scope or area and that the court will be allowed and directed to revise the restrictions contained herein to cover the maximum period, scope and area permitted by law. Because my services are unique and because I have about which he/she had no access to Confidential Information and Work Product, I agree that monetary damages would not be an adequate remedy for any breach of this Agreement. Therefore, in during his/her employment with the event a breach or threatened breach of this Agreement, the Company or its successors or assigns may, in addition to other rights and remedies existing in their favor, apply to any court of competent jurisdiction for specific performance and/or injunctive or similar relief in order to enforce, or prevent any violations of, the provisions hereof. In addition, in the event of a breach or violation by me of any covenant or agreement in Section 4(a), 4(b), 4(d) or 4(e), the Noncompete Period set forth in such Section with respect to such covenant or agreement shall be tolled until such breach or violation has been duly curedCompany.

Non-Competition; Non-Solicitation; Non-Interference. Participant acknowledges and recognizes the highly competitive nature of the businesses of the Partnership Group and its Affiliates and accordingly agrees as follows: (a) I agree thatPrior to the Participant’s Termination for any reason (the “Employment Term”) and until the first anniversary of Participant’s Termination (the “Restrictive Covenant Period”), during my employment with the Company, I Participant will not (i) directly or indirectly own indirectly, in any interest ingeographic location in which the Partnership Group engages, own, operate, manage, control, invest in, lend to, acquire an interest in, or otherwise engage or participate in (whether as an officeremployee, directorindependent contractor, employeeconsultant, partner, agentshareholder, representative joint venturer, investor, or any other type of participant) the management or conduct of any business activities, whether through selling, distributing, manufacturing, marketing, purchasing, or otherwise, that compete directly or indirectly with the Partnership or any member of the Partnership Group (“Competitive Activities”), consult withit being understood that Competitive Activities as of the date hereof include, render without limitation, principally engaging in the business of model based drug development consulting services foror technology solutions, including with respect to discovery, pre-clinical, clinical and post-marketing drug development and regulatory submissions and review and any other business in which the Partnership is actively engaged at the time of termination (the “Business”). (b) During the Restrictive Covenant Period, Participant will not directly or indirectly: (i) (A) solicit or induce any customer, supplier, licensee, or other business relation (or any actively sought prospective customer, supplier, licensee, or other business relation) of the Partnership or any member of the Partnership Group to cease doing business with or materially reduce the amount of business conducted with the Partnership or any member of the Partnership Group, or interfere with the relationship between any such customer, supplier, licensee, or other business relation (or any actively sought prospective customer, supplier, licensee, or other business relation) and the Partnership or any member of the Partnership Group; or (B) knowingly or intentionally assist any Person in any other manner engage in any business which issubstantive or direct way to do, or attempt to do, anything prohibited by clause (A) above; or (ii) (A) solicit or hire, directly or indirectly, engaged for employment, or assist others in hiring, employing, inducing, or soliciting for employment (except in the performance of Participant’s duties), any employees of the Partnership or any member of the Partnership Group (or individuals who were employed during the one-year period prior to the termination of Participant’s employment with the Service Recipient); or (B) knowingly or intentionally assist any Person in any business in which the Company engages substantive or proposes direct way to engage during the period of my employment. (b) I agree that, during the Noncompete Period (as defined below), I will not directly or indirectly own any interest indo, or in any capacity that requires me attempt to providedo, in any material respect, services, advice, and/or consultation similar to the services, advice and/or consultation I provided on behalf of the Company during the Reference Period anything prohibited by clause (as defined below), manage, control, participate in (whether as an officer, director, employee, partner, agent, representative or otherwise), consult with, render services for, or in any manner engage in any business which is located, in whole or in part, in the Geographic Area and which is engaged in a Competitive Business (as defined below)A) above. (c) Nothing herein shall prohibit me from being If a passive owner of not more than 2% final and non-appealable judicial determination is made that any of the outstanding securities provisions of this Section 1 constitutes an unreasonable or otherwise unenforceable restriction against Participant, the provisions of this Section 1 will not be rendered void but will be deemed to be modified to the minimum extent necessary to remain in force and effect for the longest period and largest geographic area that would not constitute such an unreasonable or unenforceable restriction. Moreover, notwithstanding the fact that any class provision of this Section 1 is determined not to be specifically enforceable, the Partnership will nevertheless be entitled to recover monetary damages as a corporation which is publicly traded, so long as I have no active participation in the business result of any Participant’s breach of such corporationprovision. (d) During my employment with The period of time during which the Company and throughout the Noncompete Period, I will not directly or indirectly (including through another person) solicit or attempt to solicit, induce or attempt to induce any employee, consultant, agent, independent contractor or any other person otherwise engaged in a services or business relationship (including, without limitation, any customer, supplier, licensee or licensor) with the Company to leave the employ of or terminate or otherwise adversely alter such person’s relationship with the Company, or in any way interfere with the relationship between the Company and any such person; provided, however, I will not be prohibited from engaging the services of any such person who is also engaged by the Company (other than any employee of the Company, or any consultant or agent providing services substantially on a full-time basis to the Company relating primarily to the Food Industries, as that term is defined below) so long as any such engagement would not otherwise constitute a breach provisions of this Section 4(d)1 shall be in effect shall be extended by the length of time during which Participant is in breach of the terms hereof. (e) During the Noncompete Period, I will not directly or indirectly (including through another person) hire or otherwise engage the services The provisions of any person who was an employee of the Company at any time during the ninety (90) day period immediately preceding Section 1 hereof shall survive the termination of my Participant’s employment with the Company. (f) During my employment with the Company and throughout the Noncompete Period, I will not directly or indirectly (including through another person) acquire or attempt to acquire any business in the United States of America to which the Company or any of its shareholders or investors has made any proposal during the Reference Period relating to the possible acquisition of such business by the Company or any of its shareholders or investors (an “Acquisition Target”), or take any action to induce or attempt to induce any Acquisition Target to consummate any acquisition, investment or other similar transaction with any person other than the Company or any of its shareholders or investors. (g) If, at the time of enforcement of any covenant or agreement contained in Section 1, 2, 4(a), 4(b), 4(d) or 4(e) of this Agreement, a court holds that the duration, scope, or area restrictions stated herein are unreasonable under circumstances then existing, I agree that the maximum period, scope or geographical area reasonable under such circumstances shall be substituted for the stated period, scope or area and that the court will be allowed and directed to revise the restrictions contained herein to cover the maximum period, scope and area permitted by law. Because my services are unique and because I have access to Confidential Information and Work Product, I agree that monetary damages would not be an adequate remedy for any breach of this Agreement. Therefore, in the event a breach or threatened breach of this Agreement, the Company or its successors or assigns may, in addition to other rights and remedies existing in their favor, apply to any court of competent jurisdiction for specific performance and/or injunctive or similar relief in order to enforce, or prevent any violations of, the provisions hereof. In addition, in the event of a breach or violation by me of any covenant or agreement in Section 4(a), 4(b), 4(d) or 4(e), the Noncompete Period set forth in such Section with respect to such covenant or agreement shall be tolled until such breach or violation has been duly curedreason.

Non-Competition; Non-Solicitation; Non-Interference. (a) I agree that, during my employment with service as a director of the Company, I will not directly or indirectly own any interest in, manage, control, participate in (whether as an officer, director, employee, partner, agent, representative or otherwise), consult with, render services for, or in any other manner engage in any business which is, directly or indirectly, engaged in any business in which the Company engages or proposes to engage during the period of my employmentservice as a director of the Company. (b) I agree that, during the Noncompete Period (as defined below), I will not directly or indirectly own any interest in, or in any capacity that requires me to provide, in any material respect, services, advice, and/or consultation similar to the services, advice and/or consultation I provided on behalf of the Company during the Reference Period (as defined below), manage, control, participate in (whether as an officer, director, employee, partner, agent, representative or otherwise), consult with, render services for, or in any manner engage in any business which is located, in whole or in part, in the Geographic Area and which is engaged in a Competitive Business (as defined below). (c) Nothing herein shall prohibit me from being a passive owner of not more than 2% of the outstanding securities of any class of a corporation which is publicly traded, so long as I have no active participation in the business of any such corporation. (dc) During my employment with service as a director of the Company and throughout the Noncompete Nonsolicitation Period, I will not directly or indirectly (including through another person) solicit or attempt to solicit, induce or attempt to induce any employee, consultant, agent, independent contractor or any other person otherwise engaged in a services or business relationship (including, without limitation, any customer, supplier, licensee or licensor) with the Company to leave the employ of or terminate or otherwise adversely alter such person’s relationship with the Company, or in any way interfere with the relationship between the Company and any such person; provided, however, I will not be prohibited from engaging the services of any such person who is also engaged by the Company (other than any employee of the Company, or any consultant or agent providing services substantially on a full-time basis to the Company relating primarily to the Food Industries, as that term is defined below) so long as any such engagement would not otherwise constitute a breach of this Section 4(d). (ed) During the Noncompete Nonsolicitation Period, I will not directly or indirectly (including through another person) hire or otherwise engage the services of any person who was an employee of the Company at any time during the ninety (90) day period immediately preceding the termination of my employment directorship with the Company. (fe) During my employment with service as a director of the Company and throughout the Noncompete Nonsolicitation Period, I will not directly or indirectly (including through another person) acquire or attempt to acquire any business in the United States of America to which the Company or any of its shareholders or investors has made any proposal during the Reference Period relating to the possible acquisition of such business by the Company or any of its shareholders or investors (an “Acquisition Target”), or take any action to induce or attempt to induce any Acquisition Target to consummate any acquisition, investment or other similar transaction with any person other than the Company or any of its shareholders or investors. (gf) If, at the time of enforcement of any covenant or agreement contained in Section 1, 2, 4(a), 4(b), 4(d4(c) or 4(e4(d) of this Agreement, a court holds that the duration, scope, or area restrictions stated herein are unreasonable under circumstances then existing, I agree that the maximum period, scope or geographical area reasonable under such circumstances shall be substituted for the stated period, scope or area and that the court will be allowed and directed to revise the restrictions contained herein to cover the maximum period, scope and area permitted by law. Because my services are unique and because I have access to Confidential Information and Work Product, I agree that monetary damages would not be an adequate remedy for any breach of this Agreement. Therefore, in the event a breach or threatened breach of this Agreement, the Company or its successors or assigns may, in addition to other rights and remedies existing in their favor, apply to any court of competent jurisdiction for specific performance and/or injunctive or similar relief in order to enforce, or prevent any violations of, the provisions hereof. In addition, in the event of a breach or violation by me of any covenant or agreement in Section 4(a), 4(b), 4(d) or 4(e), the Noncompete Period set forth in such Section with respect to such covenant or agreement shall be tolled until such breach or violation has been duly cured.

Non-Competition; Non-Solicitation; Non-Interference. (a) I agree that, during my employment with Because Xxxxxx acknowledges and agrees that he has and will continue to have access to confidential and trade secret information of the Company, I will not directly or indirectly own any interest inthe following restrictive covenant is necessary to protect the interests and continued success of the Company. Except as otherwise expressly consented to in writing by the Company, manage, control, participate in during the time period that begins on the commencement of the Term of this Agreement and ends twelve (whether as an officer, director, employee, partner, agent, representative or otherwise12) months from the date of termination of this Agreement (the "Restricted Period"), consult with, render services for, or in any other manner engage in any business which isXxxxxx shall not, directly or indirectly, engaged acting as an employee, owner, shareholder, partner, joint venturer, officer, director, agent, salesperson, Xxxxxx, advisor, investor or principal of any corporation or other business entity: (a) Engage, in any business in which state or territory of the United States of America where the Company engages is actively doing business (determined as of the commencement of the Term), in direct or proposes to engage during indirect competition with the period of my employment.business conducted by the Company; specifically, eServices or knowledge management; or (b) I agree that, during the Noncompete Period (as defined below), I will not directly Request or indirectly own any interest in, or in any capacity that requires me to provide, in any material respect, services, advice, and/or consultation similar to the services, advice and/or consultation I provided on behalf of the Company during the Reference Period (as defined below), manage, control, participate in (whether as an officer, director, employee, partner, agent, representative or otherwise), consult with, render services for, or in any manner engage in any business which is located, in whole or in part, in the Geographic Area and which is engaged in a Competitive Business (as defined below). (c) Nothing herein shall prohibit me from being a passive owner of not more than 2% of the outstanding securities of any class of a corporation which is publicly traded, so long as I have no active participation in the business of any such corporation. (d) During my employment with the Company and throughout the Noncompete Period, I will not directly or indirectly (including through another person) solicit or attempt to solicit, induce or otherwise attempt to induce any employeeor influence, consultant, agent, independent contractor directly or any other person otherwise engaged in a services or business relationship (including, without limitationindirectly, any customer, customer or supplier, licensee or licensor) with prospective customer or supplier, of the Company to leave the employ of Company, or terminate or otherwise adversely alter such person’s other persons sharing a business relationship with the Company, to cancel, limit or in any way interfere postpone their business with the relationship between the Company and any such person; provided, however, I will not be prohibited from engaging the services of any such person who is also engaged by the Company (other than any employee of the Company, or any consultant or agent providing services substantially on a full-time basis otherwise take action which might be to the Company relating primarily to material disadvantage of the Food Industries, as that term is defined below) so long as any such engagement would not otherwise constitute a breach of this Section 4(d).Company; or (ec) During the Noncompete PeriodHire or solicit for employment or other business relationship, I will not directly or indirectly (including through another person) hire induce or otherwise engage the services of actively attempt to influence, any person who was an employee employee, officer, director or other business associate of the Company at any time during the ninety (90) day period immediately preceding the termination of my to terminate his or her employment or discontinue such person's Xxxxxx, contractor or other business association with the Company. (fd) During my employment with Nothing in this section, whether express or implied, shall prevent Xxxxxx from being a holder or not more than one percent (1%) of the total outstanding stock of either a publicly held company under Section 12 of the Securities Exchange Act of 1934, as amended, or any privately held company. If Xxxxxx violates any of the restrictions contained in this section, the Restricted Period shall be increased by the period of time from the commencement of any such violation until the time such violation shall be cured by Xxxxxx to the satisfaction of the Company, and the Company may withhold any and throughout the Noncompete Period, I will not directly or indirectly (including through another person) acquire or attempt all payments otherwise due and owing to acquire any business in the United States of America to which the Company or any of its shareholders or investors has made any proposal during the Reference Period relating to the possible acquisition of such business by the Company or any of its shareholders or investors (an “Acquisition Target”), or take any action to induce or attempt to induce any Acquisition Target to consummate any acquisition, investment or other similar transaction with any person other than the Company or any of its shareholders or investors. (g) If, at the time of enforcement of any covenant or agreement contained in Section 1, 2, 4(a), 4(b), 4(d) or 4(e) of Xxxxxx under this Agreement, a court holds that the durationif any, scope, or area restrictions stated herein are unreasonable under circumstances then existing, I agree that the maximum period, scope or geographical area reasonable under such circumstances shall be substituted for the stated period, scope or area and that the court will be allowed and directed to revise the restrictions contained herein to cover the maximum period, scope and area permitted by law. Because my services are unique and because I have access to Confidential Information and Work Product, I agree that monetary damages would not be an adequate remedy for any breach of this Agreement. Therefore, in the event a breach or threatened breach of this Agreement, the Company or its successors or assigns may, in addition to other rights and remedies existing in their favor, apply to any court of competent jurisdiction for specific performance and/or injunctive or similar relief in order to enforce, or prevent any violations of, the provisions hereof. In addition, in the event of a breach or violation by me of any covenant or agreement in Section 4(a), 4(b), 4(d) or 4(e), the Noncompete Period set forth in such Section with respect to such covenant or agreement shall be tolled until such breach or violation has been duly curedthan Base Salary.

Non-Competition; Non-Solicitation; Non-Interference. (a) I agree that, during my employment with Because Liebman acknowledges and agrees that he has and will continue to haxx xxxxss to confidential and trade secret information of the Company, I will not directly or indirectly own any interest inthe following restrictive covenant is necessary to protect the interests and continued success of the Company. Except as otherwise expressly consented to in writing by the Company, manage, control, participate in during the time period that begins on the commencement of the Term of this Agreement and ends twelve (whether as an officer, director, employee, partner, agent, representative or otherwise12) months from the date of termination of this Agreement (the "Restricted Period"), consult with, render services for, or in any other manner engage in any business which isLiebman shall not, directly or indirectly, engaged acting as an employee, oxxxx, xhareholder, partner, joint venturer, officer, director, agent, salesperson, consultant, advisor, investor or principal of any corporation or other business entity: (a) Engage, in any business in which state or territory of the United States of America where the Company engages is actively doing business (determined as of the commencement of the Term), in direct or proposes to engage during indirect competition with the period of my employment.business conducted by the Company; (b) I agree that, during the Noncompete Period (as defined below), I will not directly Request or indirectly own any interest in, or in any capacity that requires me to provide, in any material respect, services, advice, and/or consultation similar to the services, advice and/or consultation I provided on behalf of the Company during the Reference Period (as defined below), manage, control, participate in (whether as an officer, director, employee, partner, agent, representative or otherwise), consult with, render services for, or in any manner engage in any business which is located, in whole or in part, in the Geographic Area and which is engaged in a Competitive Business (as defined below). (c) Nothing herein shall prohibit me from being a passive owner of not more than 2% of the outstanding securities of any class of a corporation which is publicly traded, so long as I have no active participation in the business of any such corporation. (d) During my employment with the Company and throughout the Noncompete Period, I will not directly or indirectly (including through another person) solicit or attempt to solicit, induce or otherwise attempt to induce any employeeor influence, consultant, agent, independent contractor directly or any other person otherwise engaged in a services or business relationship (including, without limitationindirectly, any customer, customer or supplier, licensee or licensor) with prospective customer or supplier, of the Company to leave the employ of Company, or terminate or otherwise adversely alter such person’s other persons sharing a business relationship with the Company, to cancel, limit or in any way interfere postpone their business with the relationship between the Company and any such person; provided, however, I will not be prohibited from engaging the services of any such person who is also engaged by the Company (other than any employee of the Company, or any consultant or agent providing services substantially on a full-time basis otherwise take action which might be to the Company relating primarily to material disadvantage of the Food Industries, as that term is defined below) so long as any such engagement would not otherwise constitute a breach of this Section 4(d).Company; or (ec) During the Noncompete PeriodHire or solicit for employment or other business relationship, I will not directly or indirectly (including through another person) hire induce or otherwise engage the services of actively attempt to influence, any person who was an employee employee, officer, director or other business associate of the Company at any time during the ninety (90) day period immediately preceding the termination of my to terminate his or her employment or discontinue such person's consultant, contractor or other business association with the Company. (fd) During my employment with Nothing in this section, whether express or implied, shall prevent Liebman from being a holder or not more than one percent (1%) of thx xxxxx outstanding stock of either a publicly held company under Section 12 of the Securities Exchange Act of 1934, as amended, or any privately held company. If Liebman violates any of the restrictions contained in this section, xxx Xxstricted Period shall be increased by the period of time from the commencement of any such violation until the time such violation shall be cured by Liebman to the satisfaction of the Company, and the Company may witxxxxx xny and throughout the Noncompete Period, I will not directly or indirectly (including through another person) acquire or attempt all payments otherwise due and owing to acquire any business in the United States of America to which the Company or any of its shareholders or investors has made any proposal during the Reference Period relating to the possible acquisition of such business by the Company or any of its shareholders or investors (an “Acquisition Target”), or take any action to induce or attempt to induce any Acquisition Target to consummate any acquisition, investment or other similar transaction with any person other than the Company or any of its shareholders or investors. (g) If, at the time of enforcement of any covenant or agreement contained in Section 1, 2, 4(a), 4(b), 4(d) or 4(e) of Liebman under this Agreement, a court holds that the durationif any, scope, or area restrictions stated herein are unreasonable under circumstances then existing, I agree that the maximum period, scope or geographical area reasonable under such circumstances shall be substituted for the stated period, scope or area and that the court will be allowed and directed to revise the restrictions contained herein to cover the maximum period, scope and area permitted by law. Because my services are unique and because I have access to Confidential Information and Work Product, I agree that monetary damages would not be an adequate remedy for any breach of this Agreement. Therefore, in the event a breach or threatened breach of this Agreement, the Company or its successors or assigns may, in addition to other rights and remedies existing in their favor, apply to any court of competent jurisdiction for specific performance and/or injunctive or similar relief in order to enforce, or prevent any violations of, the provisions hereof. In addition, in the event of a breach or violation by me of any covenant or agreement in Section 4(a), 4(b), 4(d) or 4(e), the Noncompete Period set forth in such Section with respect to such covenant or agreement shall be tolled until such breach or violation has been duly curedthan Base Salary.

Non-Competition; Non-Solicitation; Non-Interference. (a) I agree that, during my employment with Because Xxxxxxx acknowledges and agrees that he has and will continue to have access to confidential and trade secret information of the Company, I will not directly or indirectly own any interest inthe following restrictive covenant is necessary to protect the interests and continued success of the Company. Except as otherwise expressly consented to in writing by the Company, manage, control, participate in during the time period that begins on the commencement of the Term of this Agreement and ends twelve (whether as an officer, director, employee, partner, agent, representative or otherwise12) months from the date of termination of this Agreement (the "Restricted Period"), consult with, render services for, or in any other manner engage in any business which isXxxxxxx shall not, directly or indirectly, engaged acting as an employee, owner, shareholder, partner, joint venturer, officer, director, agent, salesperson, consultant, advisor, investor or principal of any corporation or other business entity: (a) Engage, in any business in which state or territory of the United States of America where the Company engages is actively doing business (determined as of the commencement of the Term), in direct or proposes to engage during indirect competition with the period of my employment.business conducted by the Company; or (b) I agree that, during the Noncompete Period (as defined below), I will not directly Request or indirectly own any interest in, or in any capacity that requires me to provide, in any material respect, services, advice, and/or consultation similar to the services, advice and/or consultation I provided on behalf of the Company during the Reference Period (as defined below), manage, control, participate in (whether as an officer, director, employee, partner, agent, representative or otherwise), consult with, render services for, or in any manner engage in any business which is located, in whole or in part, in the Geographic Area and which is engaged in a Competitive Business (as defined below). (c) Nothing herein shall prohibit me from being a passive owner of not more than 2% of the outstanding securities of any class of a corporation which is publicly traded, so long as I have no active participation in the business of any such corporation. (d) During my employment with the Company and throughout the Noncompete Period, I will not directly or indirectly (including through another person) solicit or attempt to solicit, induce or otherwise attempt to induce any employeeor influence, consultant, agent, independent contractor directly or any other person otherwise engaged in a services or business relationship (including, without limitationindirectly, any customer, customer or supplier, licensee or licensor) with prospective customer or supplier, of the Company to leave the employ of Company, or terminate or otherwise adversely alter such person’s other persons sharing a business relationship with the Company, to cancel, limit or in any way interfere postpone their business with the relationship between the Company and any such person; provided, however, I will not be prohibited from engaging the services of any such person who is also engaged by the Company (other than any employee of the Company, or any consultant or agent providing services substantially on a full-time basis otherwise take action which might be to the Company relating primarily to material disadvantage of the Food Industries, as that term is defined below) so long as any such engagement would not otherwise constitute a breach of this Section 4(d).Company; or (ec) During the Noncompete PeriodHire or solicit for employment or other business relationship, I will not directly or indirectly (including through another person) hire induce or otherwise engage the services of actively attempt to influence, any person who was an employee employee, officer, director or other business associate of the Company at any time during the ninety (90) day period immediately preceding the termination of my to terminate his or her employment or discontinue such person's consultant, contractor or other business association with the Company. (fd) During my employment with Nothing in this section, whether express or implied, shall prevent Xxxxxxx from being a holder or not more than one percent (1%) of the total outstanding stock of a publicly held company under Section 12 of the Securities Exchange Act of 1934, as amended If Xxxxxxx violates any of the restrictions contained in this section, the Restricted Period shall be increased by the period of time from the commencement of any such violation until the time such violation shall be cured by Xxxxxxx to the satisfaction of the Company, and the Company may withhold any and throughout the Noncompete Period, I will not directly or indirectly (including through another person) acquire or attempt all payments otherwise due and owing to acquire any business in the United States of America to which the Company or any of its shareholders or investors has made any proposal during the Reference Period relating to the possible acquisition of such business by the Company or any of its shareholders or investors (an “Acquisition Target”), or take any action to induce or attempt to induce any Acquisition Target to consummate any acquisition, investment or other similar transaction with any person other than the Company or any of its shareholders or investors. (g) If, at the time of enforcement of any covenant or agreement contained in Section 1, 2, 4(a), 4(b), 4(d) or 4(e) of Xxxxxxx under this Agreement, a court holds that the durationif any, scope, or area restrictions stated herein are unreasonable under circumstances then existing, I agree that the maximum period, scope or geographical area reasonable under such circumstances shall be substituted for the stated period, scope or area and that the court will be allowed and directed to revise the restrictions contained herein to cover the maximum period, scope and area permitted by law. Because my services are unique and because I have access to Confidential Information and Work Product, I agree that monetary damages would not be an adequate remedy for any breach of this Agreement. Therefore, in the event a breach or threatened breach of this Agreement, the Company or its successors or assigns may, in addition to other rights and remedies existing in their favor, apply to any court of competent jurisdiction for specific performance and/or injunctive or similar relief in order to enforce, or prevent any violations of, the provisions hereof. In addition, in the event of a breach or violation by me of any covenant or agreement in Section 4(a), 4(b), 4(d) or 4(e), the Noncompete Period set forth in such Section with respect to such covenant or agreement shall be tolled until such breach or violation has been duly curedthan Base Salary.

Non-Competition; Non-Solicitation; Non-Interference. (a) I agree that, during my employment with the Company, I will not directly or indirectly own any interest in, manage, control, participate in (whether as an officer, director, employee, partner, agent, representative or otherwise), consult with, render services for, or in any other manner engage in any business which is, directly or indirectly, engaged in any business in which the Company engages or proposes to engage during the period of my employment. (b) I agree that, during the Noncompete Period (as defined below), I will not directly or indirectly own any interest in, or in any capacity that requires me to provide, in any material respect, services, advice, and/or consultation similar to the services, advice and/or consultation I provided on behalf of the Company during the Reference Period (as defined below), manage, control, participate in (whether as an officer, director, employee, partner, agent, representative or otherwise), consult with, render services for, or in any manner engage in any business which is located, in whole or in part, in the Geographic Area and which is engaged in a Competitive Business (as defined below). (c) Nothing herein shall prohibit me from being a passive owner of not more than 2% of the outstanding securities of any class of a corporation which is publicly traded, so long as I have no active participation in the business of any such corporation. (d) During my employment with the Company and throughout the Noncompete Period, I will not directly or indirectly (including through another person) solicit or attempt to solicit, induce or attempt to induce any employee, consultant, agent, independent contractor or any other person otherwise engaged in a services or business relationship (including, without limitation, any customer, supplier, licensee or licensor) with the Company to leave the employ of or terminate or otherwise adversely alter such person’s relationship with the Company, or in any way interfere with the relationship between the Company and any such person; provided, however, I will not be prohibited from engaging the services of any such person who is also engaged by the Company (other than any employee of the Company, or any consultant or agent providing services substantially on a full-time basis to the Company relating primarily to the Food Industries, as that term is defined below) so long as any such engagement would not otherwise constitute a breach of this Section 4(d). (e) During the Noncompete Period, I will not directly or indirectly (including through another person) hire or otherwise engage the services of any person who was an employee of the Company at any time during the ninety (90) day period immediately preceding the termination of my employment with the Company. (f) During my employment with the Company and throughout the Noncompete Period, I will not directly or indirectly (including through another person) acquire or attempt to acquire any business in the United States of America to which the Company or any of its shareholders or investors has made any proposal during the Reference Period relating to the possible acquisition of such business by the Company or any of its shareholders or investors (an “Acquisition Target”), or take any action to induce or attempt to induce any Acquisition Target to consummate any acquisition, investment or other similar transaction with any person other than the Company or any of its shareholders or investors. (g) If, at the time of enforcement of any covenant or agreement contained in Section 1, 2, 4(a), 4(b), or 4(d) or 4(e) of this Agreement, a court holds that the duration, scope, or area restrictions stated herein are unreasonable under circumstances then existing, I agree that the maximum period, scope or geographical area reasonable under such circumstances shall be substituted for the stated period, scope or area and that the court will be allowed and directed to revise the restrictions contained herein to cover the maximum period, scope and area permitted by law. Because my services are unique and because I have access to Confidential Information and Work Product, I agree that monetary damages would not be an adequate remedy for any breach of this Agreement. Therefore, in the event a breach or threatened breach of this Agreement, the Company or its successors or assigns may, in addition to other rights and remedies existing in their favor, apply to any court of competent jurisdiction for specific performance and/or injunctive or similar relief in order to enforce, or prevent any violations of, the provisions hereof. In addition, in the event of a breach or violation by me of any covenant or agreement in Section 4(a), 4(b), or 4(d) or 4(e), the Noncompete Period set forth in such Section with respect to such covenant or agreement shall be tolled until such breach or violation has been duly cured.

Non-Competition; Non-Solicitation; Non-Interference. (a) I agree that, except with regards to my service as a director for Tops Holding Corporation and a director for PetSmart, Inc., during my employment with service as a director of the Company, I will not directly or indirectly own any interest in, manage, control, participate in (whether as an officer, director, employee, partner, agent, representative or otherwise), consult with, render services for, or in any other manner engage in any business which is, directly or indirectly, engaged in any business in which the Company engages or proposes to engage during the period of my employmentservice as a director of the Company. (b) I agree that, during the Noncompete Period (as defined below), I will not directly or indirectly own any interest in, or in any capacity that requires me to provide, in any material respect, services, advice, and/or consultation similar to the services, advice and/or consultation I provided on behalf of the Company during the Reference Period (as defined below), manage, control, participate in (whether as an officer, director, employee, partner, agent, representative or otherwise), consult with, render services for, or in any manner engage in any business which is located, in whole or in part, in the Geographic Area and which is engaged in a Competitive Business (as defined below). (c) Nothing herein shall prohibit me from being a passive owner of not more than 2% of the outstanding securities of any class of a corporation which is publicly traded, so long as I have no active participation in the business of any such corporation. (dc) During my employment with service as a director of the Company and throughout the Noncompete Nonsolicitation Period, I will not directly or indirectly (including through another person) solicit or attempt to solicit, induce or attempt to induce any employee, consultant, agent, independent contractor or any other person otherwise engaged in a services or business relationship (including, without limitation, any customer, supplier, licensee or licensor) with the Company to leave the employ of or terminate or otherwise adversely alter such person’s relationship with the Company, or in any way interfere with the relationship between the Company and any such person; provided, however, I will not be prohibited from engaging the services of any such person who is also engaged by the Company (other than any employee of the Company, or any consultant or agent providing services substantially on a full-time basis to the Company relating primarily to the Food Industries, as that term is defined below) so long as any such engagement would not otherwise constitute a breach of this Section 4(d). (ed) During the Noncompete Nonsolicitation Period, I will not directly or indirectly (including through another person) hire or otherwise engage the services of any person who was an employee of the Company at any time during the ninety (90) day period immediately preceding the termination of my employment directorship with the Company. (fe) During my employment with service as a director of the Company and throughout the Noncompete Nonsolicitation Period, I will not directly or indirectly (including through another person) acquire or attempt to acquire any business in the United States of America to which the Company or any of its shareholders or investors has made any proposal during the Reference Period relating to the possible acquisition of such business by the Company or any of its shareholders or investors (an “Acquisition Target”), or take any action to induce or attempt to induce any Acquisition Target to consummate any acquisition, investment or other similar transaction with any person other than the Company or any of its shareholders or investors. (gf) If, at the time of enforcement of any covenant or agreement contained in Section 1, 2, 4(a), 4(b), 4(d4(c) or 4(e4(d) of this Agreement, a court holds that the duration, scope, or area restrictions stated herein are unreasonable under circumstances then existing, I agree that the maximum period, scope or geographical area reasonable under such circumstances shall be substituted for the stated period, scope or area and that the court will be allowed and directed to revise the restrictions contained herein to cover the maximum period, scope and area permitted by law. Because my services are unique and because I have access to Confidential Information and Work Product, I agree that monetary damages would not be an adequate remedy for any breach of this Agreement. Therefore, in the event a breach or threatened breach of this Agreement, the Company or its successors or assigns may, in addition to other rights and remedies existing in their favor, apply to any court of competent jurisdiction for specific performance and/or injunctive or similar relief in order to enforce, or prevent any violations of, the provisions hereof. In addition, in the event of a breach or violation by me of any covenant or agreement in Section 4(a), 4(b), 4(d) or 4(e), the Noncompete Period set forth in such Section with respect to such covenant or agreement shall be tolled until such breach or violation has been duly cured.

Non-Competition; Non-Solicitation; Non-Interference. (a) I agree that, during my employment with Because Mashinsky acknowledges and agrees that he has and will continue to have access to confidential and trade secret information of the Company, I will not directly or indirectly own any interest inthe following restrictive covenant is necessary to protect the interests and continued success of the Company. Except as otherwise expressly consented to in writing by the Company, manage, control, participate in during the time period that begins on the commencement of the Term of this Agreement and ends six (whether as an officer, director, employee, partner, agent, representative or otherwise6 ) months from the date of termination of this Agreement (the "Restricted Period"), consult with, render services for, or in any other manner engage in any business which isMashinsky shall not, directly or indirectly, engaged acting as an employee, owner, shareholder, partner, joint venturer, officer, director, agent, salesperson, consultant, advisor, investor or principal of any corporation or other business entity: (a) Engage, in any business in which state or territory of the United States of America where the Company engages is actively doing business (determined as of the commencement of the Term), in direct or proposes to engage during indirect competition with the period of my employment.business conducted by the Company; specifically, eServices or knowledge management; or (b) I agree that, during the Noncompete Period (as defined below), I will not directly Request or indirectly own any interest in, or in any capacity that requires me to provide, in any material respect, services, advice, and/or consultation similar to the services, advice and/or consultation I provided on behalf of the Company during the Reference Period (as defined below), manage, control, participate in (whether as an officer, director, employee, partner, agent, representative or otherwise), consult with, render services for, or in any manner engage in any business which is located, in whole or in part, in the Geographic Area and which is engaged in a Competitive Business (as defined below). (c) Nothing herein shall prohibit me from being a passive owner of not more than 2% of the outstanding securities of any class of a corporation which is publicly traded, so long as I have no active participation in the business of any such corporation. (d) During my employment with the Company and throughout the Noncompete Period, I will not directly or indirectly (including through another person) solicit or attempt to solicit, induce or otherwise attempt to induce any employeeor influence, consultant, agent, independent contractor directly or any other person otherwise engaged in a services or business relationship (including, without limitationindirectly, any customer, customer or supplier, licensee or licensor) with prospective customer or supplier, of the Company to leave the employ of Company, or terminate or otherwise adversely alter such person’s other persons sharing a business relationship with the Company, or in any way interfere to cancel, limit Or postpone their business with the relationship between the Company and any such person; provided, however, I will not be prohibited from engaging the services of any such person who is also engaged by the Company (other than any employee of the Company, or any consultant or agent providing services substantially on a full-time basis otherwise take action which might be to the Company relating primarily to material disadvantage of the Food Industries, as that term is defined below) so long as any such engagement would not otherwise constitute a breach of this Section 4(d).Company; or (ec) During the Noncompete PeriodHire or solicit for employment or other business relationship, I will not directly or indirectly (including through another person) hire induce or otherwise engage the services of actively attempt to influence, any person who was an employee employee, officer, director or other business associate of the Company at any time during the ninety (90) day period immediately preceding the termination of my to terminate his or her employment or discontinue such person's consultant, contractor or other business association with the Company. (fd) During my employment with Nothing in this section, whether express or implied, shall prevent Mahinsky from being a holder or not more than ten percent (10%) of the total outstanding stock of either a publicly held company under Section 12 of the Securities Exchange Act of 1934, as amended, or any privately held company. If Mashinsky violates any of the restrictions contained in this section, the Restricted Period shall be increased by the period of time from the commencement of any such violation until the time such violation shall be cured by Mashinsky and after written notice and a 30 day cure period, the Company may withhold any and throughout the Noncompete Period, I will not directly or indirectly (including through another person) acquire or attempt all cash payments otherwise due and owing to acquire any business in the United States of America to which the Company or any of its shareholders or investors has made any proposal during the Reference Period relating to the possible acquisition of such business by the Company or any of its shareholders or investors (an “Acquisition Target”), or take any action to induce or attempt to induce any Acquisition Target to consummate any acquisition, investment or other similar transaction with any person other than the Company or any of its shareholders or investors. (g) If, at the time of enforcement of any covenant or agreement contained in Section 1, 2, 4(a), 4(b), 4(d) or 4(e) of Mashinsky under this Agreement, a court holds that the durationif any, scope, or area restrictions stated herein are unreasonable under circumstances then existing, I agree that the maximum period, scope or geographical area reasonable under such circumstances shall be substituted for the stated period, scope or area and that the court will be allowed and directed to revise the restrictions contained herein to cover the maximum period, scope and area permitted by law. Because my services are unique and because I have access to Confidential Information and Work Product, I agree that monetary damages would not be an adequate remedy for any breach of this Agreement. Therefore, in the event a breach or threatened breach of this Agreement, the Company or its successors or assigns may, in addition to other rights and remedies existing in their favor, apply to any court of competent jurisdiction for specific performance and/or injunctive or similar relief in order to enforce, or prevent any violations of, the provisions hereof. In addition, in the event of a breach or violation by me of any covenant or agreement in Section 4(a), 4(b), 4(d) or 4(e), the Noncompete Period set forth in such Section with respect to such covenant or agreement shall be tolled until such breach or violation has been duly is cured.