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

Non-Competition; Non-Solicitation. (a) Participant acknowledges and recognizes the highly competitive nature of the businesses of the Company and its Affiliates and accordingly agrees as follows: (i) During Participant’s employment with or service to the Company or its Affiliates (the “Employment Term”) and for a period that ends on the later of (A) one year following the date Participant ceases to be employed by or in service to the Company or any of its Affiliates or (B) the last date any portion of the Award granted under this Agreement is eligible to vest if Participant ceases to be employed by the Company or any of its Affiliates as a result of the Participant’s Retirement (the “Restricted Period”), Participant shall not, whether on Participant’s own behalf or on behalf of or in conjunction with any person, firm, partnership, joint venture, association, corporation or other business organization, entity or enterprise whatsoever (“Person”), directly or indirectly solicit or assist in soliciting in competition with the Restricted Group in the Business, the business of any then current or prospective client or customer with whom Participant (or his direct reports) had personal contact or dealings on behalf of the Company or any of its Affiliates during the one-year period preceding Participant’s termination of employment or service. (ii) During the Restricted Period, Participant shall not directly or indirectly: (A) engage in the Business providing services in the nature of the services Participant provided to the Company at any time in the one year prior to the termination of Participant’s employment or service, for a Competitor; (B) enter the employ of, or render any services to, a Competitor, except where such employment or services do not relate in any manner to the Business; (C) acquire a financial interest in, or otherwise become actively involved with, a Competitor, directly or indirectly, as an individual, partner, shareholder, officer, director, principal, agent, trustee or consultant; or (D) intentionally and adversely interfere with, or attempt to adversely interfere with, business relationships between the members of the Restricted Group and any of their clients, customers, suppliers, partners, members or investors. (iii) Notwithstanding anything to the contrary in this Appendix A, Participant may, directly or indirectly own, solely as an investment, securities of any Person engaged in a Business (including, without limitation, a Competitor) which are publicly traded on a national or regional stock exchange or on the over-the-counter market if Participant (A) is not a controlling person of, or a member of a group which controls, such person and (B) does not, directly or indirectly, own 2% or more of any class of securities of such Person. (iv) During the Restricted Period, Participant shall not, whether on Participant’s own behalf or on behalf of or in conjunction with any Person, directly or indirectly: (A) solicit or encourage any executive-level employee of the Restricted Group, with whom Participant has had material business contact during the Employment Term or, if no longer an employee or consultant, in the one year prior to the termination of Participant’s employment with or service to any member of the Company Group, to leave the employment of the Restricted Group to become affiliated in any respect with a Competitor or otherwise be engaged in the Business; or (B) hire any such executive-level employee to become affiliated in any respect with a Competitor or otherwise be engaged in the Business and with whom Participant had material business contact in the one year prior to the termination of Participant’s employment with or service to the Company, who (x) was employed by the Restricted Group as of the date of Participant’s termination of employment with or service to the Company or any of its Affiliates or (y) left the employment of the Restricted Group within one year after the termination of Participant’s employment with or service to the Company or any of its Affiliates. (v) For purposes of this Agreement:

Non-Competition; Non-Solicitation. (a) Participant The Executive acknowledges and recognizes (i) that in the highly competitive nature course of the businesses of Executive’s employment with the Company the Executive will become familiar with trade secrets and customer lists of, and other confidential information concerning, the Company and its Affiliates Affiliates, customers and accordingly clients and (ii) that the Executive’s services will be of special, unique and extraordinary value to the Company. (b) The Executive agrees that, during the Employment Term and for a period of one year following the Executive’s termination of employment for any reason (the “Non-Competition Period”), the Executive shall not in any manner, directly or indirectly, alone or through any person, firm, corporation or enterprise or as follows: a member of a partnership or as an officer, director, stockholder, investor or employee of or advisor or consultant to any person, firm, corporation or enterprise or otherwise, engage or be engaged, or assist any other person, firm, corporation or enterprise in engaging or being engaged in any Competitive Activity (as defined below). For the purposes of this Section 12, a “Competitive Activity” shall mean, unless otherwise determined by the Board, a business that (i) During Participantis being conducted by the Company or any Affiliate at the time in question and (ii) was being conducted, or was under active consideration to be conducted, by the Company or any Affiliate, at the date of the termination of the Executive’s employment with employment. (c) The Executive further agrees that during the Non-Competition Period the Executive shall not (i) in any manner, directly or service indirectly, solicit or recruit (or attempt to solicit or recruit) any employee of or advisor or consultant to the Company or its Affiliates (to terminate such person’s employment or advisor or consultant relationship with the “Employment Term”) and Company or its Affiliates, work for a period person other than the Company or its Affiliates, work as an independent contractor, or engage in any activity that ends on would cause any such employee, advisor or consultant to violate any agreement with the later of Company or its Affiliates; (Aii) one year following the date Participant ceases in any manner, directly or indirectly, hire or cause to be employed by hired any employee of or in service advisor or consultant to the Company or any of its Affiliates for any purpose or in any capacity whatsoever; or (Biii) the last date any portion of the Award granted under this Agreement is eligible to vest if Participant ceases to be employed by the Company or any of its Affiliates as a result of the Participant’s Retirement (the “Restricted Period”), Participant shall not, whether on Participant’s own behalf or on behalf of or in conjunction connection with any personbusiness to which Section 12(b) applies, firmcall on, partnershipservice, joint venture, association, corporation or other business organization, entity or enterprise whatsoever (“Person”), directly or indirectly solicit or assist in soliciting in competition otherwise do business with the Restricted Group in the Business, the business of any then current or prospective client or customer with whom Participant (or his direct reports) had personal contact or dealings on behalf of the Company or any of its Affiliates during Affiliates; provided, however, that the one-year period preceding Participant’s termination restriction contained in clause (iii) of employment this Section 12(c) shall not apply to, or serviceinterfere with, the proper performance by the Executive of the duties and responsibilities under Section 3 of this Agreement. (iid) During Nothing in this Section 12 shall prohibit the Restricted PeriodExecutive from being a passive owner of not more than two percent (2%) of the outstanding common stock, Participant shall not directly capital stock and equity of any firm, corporation or indirectly: (A) engage enterprise so long as the Executive has no active participation in the Business providing services in the nature management or business of the services Participant provided to the Company at any time in the one year prior to the termination of Participant’s employment such firm, corporation or service, for a Competitor; (B) enter the employ of, or render any services to, a Competitor, except where such employment or services do not relate in any manner to the Business; (C) acquire a financial interest in, or otherwise become actively involved with, a Competitor, directly or indirectly, as an individual, partner, shareholder, officer, director, principal, agent, trustee or consultant; or (D) intentionally and adversely interfere with, or attempt to adversely interfere with, business relationships between the members of the Restricted Group and any of their clients, customers, suppliers, partners, members or investorsenterprise. (iiie) Notwithstanding anything If the restrictions stated herein are found by a court to be unreasonable, the contrary in this Appendix Aparties hereto agree that the maximum period, Participant mayscope or geographical area reasonable under such circumstances shall be substituted for the stated period, directly scope or indirectly ownarea and that the court shall revise the restrictions contained herein to cover the maximum period, solely as an investment, securities of any Person engaged in a Business (including, without limitation, a Competitor) which are publicly traded on a national or regional stock exchange or on the over-the-counter market if Participant (A) is not a controlling person of, or a member of a group which controls, such person scope and (B) does not, directly or indirectly, own 2% or more of any class of securities of such Personarea permitted by law. (ivf) During If the Restricted PeriodExecutive violates any provision of Section 12, Participant shall not, whether on Participant’s own behalf or on behalf of or in conjunction with any Person, directly or indirectly: (A) solicit or encourage any executive-level employee the restrictions of the Restricted Group, with whom Participant has had material business contact during the Employment Term or, if no longer applicable provision shall continue to apply for an employee or consultant, in the one year prior to the termination additional period of Participant’s employment with or service to any member of the Company Group, to leave the employment of the Restricted Group to become affiliated in any respect with a Competitor or otherwise be engaged in the Business; or (B) hire any such executive-level employee to become affiliated in any respect with a Competitor or otherwise be engaged in the Business and with whom Participant had material business contact in the one year prior to the termination of Participant’s employment with or service to the Company, who (x) was employed by the Restricted Group as of the date of Participant’s termination of employment with or service to the Company or any of its Affiliates or (y) left the employment of the Restricted Group within one year after the termination date of Participant’s employment with or service to the Company or any of its Affiliatessuch violation. (v) For purposes of this Agreement:

Non-Competition; Non-Solicitation. (a) Participant Executive acknowledges and recognizes the highly competitive nature of the businesses of the Company and its Affiliates affiliates. Both parties acknowledge that it is important for the Company to protect its legitimate business interests by restricting Executive’s ability to compete in a limited manner. The parties acknowledge and accordingly agrees agree this limited non‑competition provision is drafted narrowly so as followsto safeguard the Company’s legitimate business interests while not unreasonably preventing or interfering with Executive’s ability to obtain other employment. For a period of one (1) year after separation from the Company, Executive shall not: (i) During Participant’s employment with directly or service to the Company indirectly, in a competitive capacity, work for, advise, manage, own, or its Affiliates (the “Employment Term”) and act as an agent or consultant for or a period that ends on the later of (A) one year following the date Participant ceases to be employed by or in service to the Company or any of its Affiliates or (B) the last date any portion of the Award granted under this Agreement is eligible to vest if Participant ceases to be employed by the Company or any of its Affiliates as a result of the Participant’s Retirement (the “Restricted Period”), Participant shall not, whether on Participant’s own behalf or on behalf board member of or in conjunction have any business connection or employment relationship with any person, firm, partnership, joint venture, association, corporation or other business organization, entity or enterprise whatsoever (“Person”), directly or indirectly solicit or assist in soliciting in competition ) which competes with the Restricted Group in the Business, the business of any then current or prospective client or customer with whom Participant (or his direct reports) had personal contact or dealings on behalf of the Company or any of its Affiliates during affiliates including, without limitation, in the one-year period preceding Participant’s termination of employment or service.athletic specialty and/or sporting goods retail industry (a “Competitive Business”) in the United States; (ii) During the Restricted Period, Participant shall not directly or indirectly: (A) engage in the Business providing services in the nature of the services Participant provided to the Company at any time in the one year prior to the termination of Participant’s employment , own or service, for a Competitor; (B) enter the employ of, or render any services to, a Competitor, except where such employment or services do not relate in any manner to the Business; (C) acquire have a financial interest in, or otherwise become actively involved with, a Competitorany Competitive Business, directly or indirectly, as an individuala lender, guarantor, owner, member, partner, or shareholder, officer, director, principal, agent, trustee or consultant; or; (Diii) intentionally and adversely directly or indirectly, in a competitive capacity, interfere with, or attempt to adversely interfere with, business relationships between the members of the Restricted Group and Company or any of its affiliates and their clients, respective customers, suppliers, partners, members investors or investorsvendors, with which Executive had direct or indirect contact during the last two (2) years of Executive’s employment with the Company; and/or (iv) directly or indirectly, in a competitive capacity, interfere with, or attempt to interfere with, business relationships between the Company or any of its affiliates and their respective customers, suppliers, partners, investors or vendors, with which Executive had direct or indirect responsibility during the last two (2) years of Executive’s employment with the Company. (iiib) Notwithstanding anything to the contrary in this Appendix AAgreement, Participant Executive may, directly or indirectly own, solely as an investment, securities of any Person engaged in a Competitive Business (including, without limitation, a Competitor) which that are publicly traded on a national or regional stock exchange or on the over-the-counter over‑the‑counter market if Participant Executive (Ai) is not a controlling person Person of, or a member of a group which that controls, such person Person and (Bii) does not, directly or indirectly, own 21% or more of any class of securities of such Person. (ivc) During the Restricted Period, Participant shall Employee agrees that Employee will not, whether on Participant’s own behalf or on behalf for a period of or in conjunction with any Personone (1) year after separation from the Company, directly or indirectly: (A) solicit , alone or in concert with others, solicit, encourage or seek to influence any executive-level employee of the Restricted Group, with whom Participant has had material business contact during the Employment Term or, if no longer an employee or consultant, in the one year prior to the termination of Participant’s employment with or service to any member of the Company Group, to leave the employment of the Restricted Group to become affiliated in any respect with a Competitor or otherwise be engaged in the Business; or (B) hire any such executive-level employee to become affiliated in any respect with a Competitor or otherwise be engaged in the Business and with whom Participant had material business contact in the one year prior to the termination of Participant’s employment with or service to the Company, who (x) was employed by the Restricted Group as of the date of Participant’s termination of employment with or service to the Company or any of its Affiliates affiliate to leave his or (y) left the employment of the Restricted Group within one year after the termination of Participant’s her employment with or service to the Company or any of its Affiliatesaffiliates (d) It is expressly understood and agreed that although Executive and the Company consider the restrictions contained in this Section 8 to be reasonable, if a final judicial determination is made by a court of competent jurisdiction that the time or territory or any other restriction contained in this Agreement is an unenforceable restriction against Executive, the provisions of this Agreement shall not be rendered void but shall be deemed amended to apply as to such maximum time and territory and to such maximum extent as such court may judicially determine or indicate to be enforceable. Alternatively, if any court of competent jurisdiction finds that any restriction contained in this Agreement is unenforceable, and such restriction cannot be amended so as to make it enforceable, such finding shall not affect the enforceability of any of the other restrictions contained herein. (ve) For purposes Executive understands and agrees that the restricted one (1) year time periods set forth herein are material terms of this Agreement and that the Company is entitled to Executive’s compliance with these terms for the full agreed-upon periods of time. Therefore, the restricted periods of time set forth herein will be tolled during any period of non-compliance. If the Company must seek injunctive relief or judicial intervention, the restricted time periods set forth herein will not commence until Executive is judged by a court of competent jurisdiction to be in compliance with the terms of this Agreement:. (f) The provisions of this Section 8 shall survive the cessation of Executive’s employment for any reason or no reason.

Non-Competition; Non-Solicitation. (a) Participant a. Executive acknowledges and recognizes the highly competitive nature of the businesses of the Company and its Affiliates and affiliates and, subject to the provisions of Section 7(c)(iii), accordingly agrees as follows: (i) During Participant’s employment with or service to the Company or its Affiliates (the “Employment Term”) and Term and, for a period that ends on the later of twenty-four (A24) one year months following the date Participant Executive ceases to be employed by or in service to the Company or hereunder for any of its Affiliates or (B) the last date any portion of the Award granted under this Agreement is eligible to vest if Participant ceases to be employed by the Company or any of its Affiliates as a result of the Participant’s Retirement reason (the “Restricted Period”), Participant shall not, whether on Participant’s own behalf or on behalf of or in conjunction with any person, firm, partnership, joint venture, association, corporation or other business organization, entity or enterprise whatsoever (“Person”), directly or indirectly solicit or assist in soliciting in competition with the Restricted Group in the Business, the business of any then current or prospective client or customer with whom Participant (or his direct reports) had personal contact or dealings on behalf of the Company or any of its Affiliates during the one-year period preceding Participant’s termination of employment or service. (ii) During the Restricted Period, Participant shall Executive will not directly or indirectly: (A) engage in any business that competes with the Business providing services business of the Company or its affiliates (including businesses which the Company or its affiliates have specific plans to conduct in the nature of the services Participant provided future, as to which the Company at or its affiliates have taken steps towards commencing and as to which Executive has participated in such planning) in any time in geographical area where the one year prior to the termination of Participant’s employment Company or serviceits affiliates manufactures, for produces, sells, leases, rents, licenses or otherwise provides its products or services (a Competitor“Competitive Business”); (B) enter the employ of, or render any services to, any Person (or any division or controlled or controlling affiliate of any Person) who or which engages in a Competitor, except where such employment or services do not relate in any manner to the Competitive Business; (C) acquire a financial interest in, or otherwise become actively involved with, a Competitorany Competitive Business, directly or indirectly, as an individual, partner, shareholder, officer, director, principal, agent, trustee or consultant; or (D) intentionally and adversely interfere with, or attempt to adversely interfere with, business relationships (whether formed before, on or after the date of this Agreement) between the members Company or any of its affiliates and customers, clients, or suppliers of the Restricted Group and any of their clients, customers, suppliers, partners, members Company or investorsits affiliates. (iiiii) Notwithstanding anything to the contrary in this Appendix AAgreement, Participant Executive may, directly or indirectly own, solely as an investment, securities of any Person engaged in a Business (including, without limitation, a Competitor) the business of the Company or its affiliates which are publicly traded on a national or regional stock exchange or quotation system or on the over-the-counter market if Participant Executive (Ax) is not a controlling person of, or a member of a group which controls, such person and (By) does not, directly or indirectly, own 25% or more of any class of securities of such Person. (iviii) During the Restricted Period, Participant shall Executive will not, whether on ParticipantExecutive’s own behalf or on behalf of or in conjunction with any Person, directly or indirectly: (A) solicit or encourage any executive-level employee of the Restricted Group, with whom Participant has had material business contact during the Employment Term or, if no longer an employee Company or consultant, in the one year prior to the termination of Participant’s employment with or service to any member of the Company Group, its affiliates to leave the employment of the Restricted Group to become affiliated in any respect with a Competitor Company or otherwise be engaged in the Businessits affiliates; or (B) hire any such executive-level employee to become affiliated in any respect with a Competitor or otherwise be engaged in the Business and with whom Participant had material business contact in the one year prior to the termination of Participant’s employment with or service to the Company, who (x) was employed by the Restricted Group Company or its affiliates as of the date of ParticipantExecutive’s termination of employment with or service to the Company or any of its Affiliates or (y) who left the employment of the Restricted Group Company or its affiliates coincident with, or within one year after prior to, the termination of ParticipantExecutive’s employment with the Company. (iv) During the Restricted Period, Executive will not, directly or service indirectly, solicit or encourage to cease to work with the Company or its affiliates any of consultant then under contract with the Company or its Affiliatesaffiliates. (v) Notwithstanding the foregoing, the term “affiliates” as used in Section 8(a) will not include any member of the Sponsor Group (as defined below) or their affiliates that are not engaged in Competitive Business. For purposes of this Agreement:, the term “Sponsor Group” shall mean Bxxx Capital Partners LLC, Kohlberg Kravis Rxxxxxx & Co. L.P., and Mxxxxxx Lxxxx Global Private Equity.

Non-Competition; Non-Solicitation. (a) Participant acknowledges and recognizes the highly competitive nature of the businesses of the Company and its Affiliates and accordingly agrees as follows: (i) During Participant’s employment with or service to the Company or its Affiliates (the “Employment Term”) and for a period that ends on the later of (A) one year following the date Participant ceases to be employed by or in service to the Company or any of its Affiliates or (B) the last date any portion of the Award granted under this Agreement is eligible to vest if Participant ceases to be employed by the Company or any of its Affiliates as a result of the Participant’s Retirement (the “Restricted Period”), Participant shall will not, whether on Participant’s own behalf or on behalf of or in conjunction with any person, firm, partnership, joint venture, association, corporation or other business organization, entity or enterprise whatsoever (“Person”), directly or indirectly solicit or assist in soliciting in competition with the Restricted Group in the Business, the business of any then current or prospective client or customer with whom Participant (or his direct reports) had personal contact or dealings on behalf of the Company or any of its Affiliates during the one-year period preceding Participant’s termination of employment or serviceemployment. (ii) During the Restricted Period, Participant shall will not directly or indirectly: (A) engage in the Business providing services in the nature of the services Participant provided to the Company at any time in the one year prior to the termination of Participant’s employment or serviceemployment, for a Competitor; (B) enter the employ of, or render any services to, a Competitor, except where such employment or services do not relate in any manner to the Business; (C) acquire a financial interest in, or otherwise become actively involved with, a Competitor, directly or indirectly, as an individual, partner, shareholder, officer, director, principal, agent, trustee or consultant; or (D) intentionally and adversely interfere with, or attempt to adversely interfere with, business relationships between the members of the Restricted Group and any of their clients, customers, suppliers, partners, members or investors. (iii) Notwithstanding anything to the contrary in this Appendix A, Participant may, directly or indirectly own, solely as an investment, securities of any Person engaged in a Business (including, without limitation, a Competitor) which are publicly traded on a national or regional stock exchange or on the over-the-counter market if Participant (A) is not a controlling person of, or a member of a group which controls, such person and (B) does not, directly or indirectly, own 2% or more of any class of securities of such Person. (iv) During the Restricted Period, Participant shall will not, whether on Participant’s own behalf or on behalf of or in conjunction with any Person, directly or indirectly: (A) solicit or encourage any executive-level employee of the Restricted Group, with whom Participant has had material business contact during the Employment Term or, if no longer an employee or consultantemployee, in the one year prior to the termination of Participant’s employment with or service to any member of the Company Group, Group to leave the employment of the Restricted Group to become affiliated in any respect with a Competitor or otherwise be engaged in the Business; or (B) hire any such executive-level employee to become affiliated in any respect with a Competitor or otherwise be engaged in the Business and with whom Participant had material business contact in the one year prior to the termination of Participant’s employment with or service to the Company, who (x) was employed by the Restricted Group as of the date of Participant’s termination of employment with or service to the Company or any of its Affiliates or (y) left the employment of the Restricted Group within one year after the termination of Participant’s employment with or service to the Company or any of its Affiliates. (v) For purposes of this Agreement:

Non-Competition; Non-Solicitation. (a) Participant a. Executive acknowledges and recognizes the highly competitive nature of the businesses of the Company and its Affiliates and accordingly agrees as follows: (i) During Participant’s employment with or service to the Company or its Affiliates (the “Employment Term”) Service Term and for a period that ends on the later of (A) one year following the date Participant ceases to be employed by or in service to the Company or any of its Affiliates or (B) the last date any portion of the Award granted under this Agreement is eligible to vest if Participant ceases to be employed by the Company or any of its Affiliates as a result of the Participant’s Retirement (the “Restricted Period”), Participant shall Executive will not, whether on ParticipantExecutive’s own behalf or on behalf of or in conjunction with any person, firm, partnership, joint venture, association, corporation or other business organization, entity or enterprise whatsoever (“Person”), directly or indirectly solicit or assist in soliciting in competition with the Restricted Group in the BusinessCompany or its Affiliates, the business of any then current customer, prospective customer, client or prospective client or customer client: (A) with whom Participant (or his direct reports) Executive had personal contact or dealings on behalf of the Company or any its Affiliates during the one year period preceding the termination of Executive’s employment; (B) with whom employees directly or indirectly reporting to Executive have had personal contact or dealings on behalf of the Company or its Affiliates during the one-year period immediately preceding Participant’s the termination of employment Executive’s employment; or (C) for whom Executive had direct or serviceindirect responsibility during the one year period immediately preceding the termination of Executive’s employment. (ii) During the Restricted Period, Participant shall Executive will not directly or indirectly: (A) engage in the Business providing services in the nature of the services Participant provided to the Company at any time in the one year prior to the termination of Participant’s employment or service, for a CompetitorCompetitive Business; (B) enter the employ of, or render any services to, any Person (or any division or controlled or controlling affiliate of any Person) who or which engages in a Competitor, except where such employment or services do not relate in any manner to the Competitive Business; (C) acquire a financial interest in, or otherwise become actively involved with, a Competitorany Competitive Business, directly or indirectly, as an individual, partner, shareholderstockholder, officer, director, principal, agent, trustee or consultant; or (D) intentionally and adversely interfere with, or attempt to adversely interfere with, business relationships (whether formed before, on or after the date of this Agreement) between the members of the Restricted Group and Company or any of their its Affiliates and customers, clients, customers, suppliers, suppliers partners, members or investorsinvestors of the Company or its Affiliates. (iii) Notwithstanding anything to the contrary in this Appendix AAgreement, Participant may, Executive may directly or indirectly own, solely as an investment, securities of any Person engaged in a Business (including, without limitation, a Competitor) the business of the Company or its Affiliates which are publicly traded on a national or regional stock exchange or on the over-the-counter market if Participant Executive (Ai) is not a controlling person Person of, or a member of a group which controls, such person Person and (Bii) does not, directly or indirectly, own 25% or more of any class of securities of such Person. (iv) During the Restricted Period, Participant shall Executive will not, whether on ParticipantExecutive’s own behalf or on behalf of or in conjunction with any Person, directly or indirectly: (A) solicit solicit, interview, encourage, or encourage take any executive-level other action that would tend to influence in any manner any employee of the Restricted Group, with whom Participant has had material business contact during the Employment Term or, if no longer an employee Company or consultant, in the one year prior to the termination of Participant’s employment with or service to any member of the Company Group, its Affiliates to leave the employment of the Restricted Group to become affiliated in Company or its Affiliates (other than as a result of a general advertisement of employment made by Executive’s subsequent employer or business, not directed at any respect with a Competitor or otherwise be engaged in the Businesssuch employee); or (B) hire any such executive-level employee to become affiliated in any respect with a Competitor or otherwise be engaged in the Business and with whom Participant had material business contact in the one year prior to the termination of Participant’s employment with or service to the Company, who (x) was employed by the Restricted Group Company or its Affiliates as of the date of Participant’s termination of employment with Termination Date or service to the Company or any of its Affiliates or (y) who left the employment of the Restricted Group Company or its Affiliates coincident with, or within one year after prior to or after, the termination of Participant’s employment with or service to the Company or any of its AffiliatesTermination Date. (v) For purposes During the Restricted Period, Executive will not, directly or indirectly, solicit or encourage any consultant then under contract with the Company or its Affiliates to cease to work with the Company or its Affiliates. b. It is expressly understood and agreed that although Executive and the Company consider the restrictions contained in this Section 8 to be reasonable, if a final judicial determination is made by a court of competent jurisdiction that the time or territory or any other restriction contained in this Agreement is an unenforceable restriction against Executive, the provisions of this Agreement:Agreement shall not be rendered void but shall be deemed amended to apply as to such maximum time and territory and to such maximum extent as such court may judicially determine or indicate to be enforceable. Alternatively, if any court of competent jurisdiction finds that any restriction contained in this Agreement is unenforceable, and such restriction cannot be amended so as to make it enforceable, such finding shall not affect the enforceability of any of the other restrictions contained herein. c. Prior to the commencement thereof, Executive will provide written notice to the Company of any employment or other activity that would potentially violate the provisions of Sections 7 or 8 and, if Executive wishes to do so, Executive may ask the Board to modify or waive the protections of this Section 8, but nothing in this Agreement shall limit in any manner the Board’s absolute discretion not to do so.

Non-Competition; Non-Solicitation. (a) Participant The Executive acknowledges and recognizes the highly competitive nature of the businesses Businesses of the Company and its Affiliates and accordingly agrees as follows: (i) During Participant’s employment with or service to the Company or its Affiliates (the “Employment Term”) Term and for a period that ends on the later of (A) one year following the date Participant ceases to be employed by or in service to the Company or any of its Affiliates or (B) the last date any portion of the Award granted under this Agreement is eligible to vest if Participant ceases to be employed by the Company or any of its Affiliates as a result of the Participant’s Retirement (the “subsequent Restricted Period”), Participant shall the Executive will not, whether on Participantthe Executive’s own behalf or on behalf of or in conjunction with any person, firm, partnership, joint venture, association, corporation or other business organization, entity or enterprise whatsoever (“Person”), directly or indirectly solicit or assist in soliciting in competition with away from the Restricted Group in the Business, Company the business of any then current or prospective client or customer with whom Participant the Executive (or his or her direct reports) had personal contact or dealings on behalf of the Company or any of its Affiliates during the one-year period preceding Participant’s termination of employment or servicethe Termination Date. (ii) During the Restricted Period, Participant shall the Executive will not directly or indirectlyindirectly anywhere in the United States: (A) engage Engage in the Business providing services in the nature of the services Participant provided to the Company at any time in the one year prior to the termination of Participant’s employment directly or serviceindirectly, for a Competitor; (B) or enter the employ of, or render any services to, a Competitor, except where provided that this restriction shall not prevent the Executive from working for or performing services on behalf of a Competitor if such Competitor is also engaged in other lines of business and if the Executive’s employment or services do are restricted to such other lines of business, and will not relate in any manner be providing support, advice, instruction, direction or other guidance to lines of business that constitute the BusinessCompetitor; (CB) acquire Acquire a financial interest in, or otherwise become actively involved with, a Competitor, directly or indirectly, as an individual, partner, shareholder, officer, director, principal, agent, trustee or consultant; or (DC) intentionally Intentionally and adversely interfere with, or attempt to adversely interfere with, business relationships between the members of the Restricted Group Company and any of their its clients, customers, suppliers, partners, members or investors. (iii) Notwithstanding anything to the contrary in this Appendix ASection 4, Participant the Executive may, directly or indirectly indirectly, own, solely as an investment, securities of any Person engaged in a Business (including, without limitation, a Competitor) which are publicly traded on a national or regional stock exchange or on the over-the-counter market if Participant the Executive (A) is not a controlling person of, or a member of a group which controls, such person and (B) does not, directly or indirectly, own 25% or more of any class of securities of such Person. (iv) During the Restricted Period, Participant shall the Executive will not, whether on Participantthe Executive’s own behalf or on behalf of or in conjunction with any Person or entity, directly or indirectly: (A) Solicit or encourage any employee of the Company to leave the employment of the Company or encourage any independent contractor to cease providing services to the Company; or (B) Hire or engage any employee or independent contractor who was employed or engaged by the Company as of the Termination Date or who left the employment of or engagement with the Company coincident with, or within one year prior to or after, the Termination Date, provided that this prohibition does not apply to (X) administrative personnel employed by the Company or (Y) any Company employee or independent contractor who is hired or engaged away from the Company as a result of responding to a generic job posting on a website or in a newspaper or periodical of general circulation, without any involvement or encouragement by the Executive. (v) During the Restricted Period, the Executive will not, whether on the Executive’s own behalf or on behalf of or in conjunction with any Person, directly or indirectly: (A) solicit or and intentionally encourage any executive-level employee of the Restricted Group, with whom Participant has had material business contact during the Employment Term or, if no longer an employee or consultant, in the one year prior to the termination of Participant’s employment with or service to any member consultant of the Company Group, to leave the employment of the Restricted Group to become affiliated in any respect cease working with a Competitor or otherwise be engaged in the Business; or (B) hire any such executive-level employee to become affiliated in any respect with a Competitor or otherwise be engaged in the Business and with whom Participant had material business contact in the one year prior to the termination of Participant’s employment with or service to the Company, who (x) was employed by the Restricted Group as of the date of Participant’s termination of employment with or service to the Company or any of its Affiliates or (y) left the employment of the Restricted Group within one year after the termination of Participant’s employment with or service to the Company or any of its Affiliates. (vb) For purposes The period of time during which the provisions of this Agreement:Section 4 shall be in effect shall be extended by the length of time during which the Executive is in breach of the terms hereof as determined by any court of competent jurisdiction on the Company’s application for injunctive relief. (c) The Company reserves the right to waive the enforcement of or limit the scope of the non-competition or non-solicitation provisions of this Agreement as to the Executive if and as it deems appropriate in its sole discretion on a case-by-case basis.

Non-Competition; Non-Solicitation. (a) Participant acknowledges and recognizes the highly competitive nature of the businesses of the Company and its Affiliates and accordingly agrees as follows: (i) During Participant’s employment with or service to the Company or its Affiliates (the “Employment Term”) and for a period that ends on the later of (A) one year following the date Participant ceases to be employed by or in service to the Company or any of its Affiliates or (B) the last date any portion of the Award granted under this Agreement is eligible to vest if Participant ceases to be employed by the Company or any of its Affiliates as a result of the Participant’s Retirement (the “Restricted Period”), Participant shall will not, whether on Participant’s own behalf or on behalf of or in conjunction with any person, firm, partnership, joint venture, association, corporation or other business organization, entity or enterprise whatsoever (“Person”), directly or indirectly solicit or assist in soliciting in competition with the Restricted Group in the Business, the business of any then current or prospective client or customer with whom Participant (or his direct reports) had personal contact or dealings on behalf of the Company or any of its Affiliates during the one-year period preceding Participant’s termination of employment or serviceemployment. (ii) During the Restricted Period, Participant shall will not directly or indirectly: (A) engage in the Business providing services in the nature of the services Participant provided to the Company at any time in the one year prior to the termination of Participant’s employment or service's employment, for a Competitor; (B) enter the employ of, or render any services to, a Competitor, except where such employment or services do not relate in any manner to the Business; (C) acquire a financial interest in, or otherwise become actively involved with, a Competitor, directly or indirectly, as an individual, partner, shareholder, officer, director, principal, agent, trustee or consultant; or (D) intentionally and adversely interfere with, or attempt to adversely interfere with, business relationships between the members of the Restricted Group and any of their clients, customers, suppliers, partners, members or investors. (iii) Notwithstanding anything to the contrary in this Appendix A, Participant may, directly or indirectly own, solely as an investment, securities of any Person engaged in a Business (including, without limitation, a Competitor) which are publicly traded on a national or regional stock exchange or on the over-the-counter market if Participant (A) is not a controlling person of, or a member of a group which controls, such person and (B) does not, directly or indirectly, own 2% or more of any class of securities of such Person. (iv) During the Restricted Period, Participant shall will not, whether on Participant’s own behalf or on behalf of or in conjunction with any Person, directly or indirectly: (A) solicit or encourage any executive-level employee of the Restricted Group, with whom Participant has had material business contact during the Employment Term or, if no longer an employee or consultantemployee, in the one year prior to the termination of Participant’s employment with or service to any member of the Company Group, or any of its Subsidiaries to leave the employment of the Restricted Group to become affiliated in any respect with a Competitor or otherwise be engaged in the Business; or (B) hire any such executive-level employee to become affiliated in any respect with a Competitor or otherwise be engaged in the Business and with whom Participant had material business contact in the one year prior to the termination of Participant’s employment with or service to the Company, who (x) was employed by the Restricted Group as of the date of Participant’s termination of employment with or service to the Company or any of its Affiliates or (y) left the employment of the Restricted Group within one year after the termination of Participant’s employment with or service to the Company or any of its Affiliates. (v) For purposes of this Agreement:

Non-Competition; Non-Solicitation. (a) Participant Executive acknowledges and recognizes the highly competitive nature of the businesses of the Company and its Affiliates affiliates and accordingly agrees as follows: (i) During ParticipantExecutive’s employment with or service to the Company or its Affiliates subsidiaries (the “Employment Term”) and for a period that ends on of the later greater of (Ax) one year following the date Participant ceases to be employed by or in service to the Company or any of its Affiliates or (B) the last date any portion of the Award granted under this Agreement is eligible to vest if Participant Executive ceases to be employed by the Company or any of its Affiliates as a result of subsidiaries and (y) the Participant’s Retirement Severance Term (the “Restricted Period”), Participant shall Executive will not, whether on ParticipantExecutive’s own behalf or on behalf of or in conjunction with any person, firm, partnership, joint venture, association, corporation or other business organization, entity or enterprise whatsoever (“Person”), directly or indirectly solicit or assist in soliciting in competition with the Restricted Group in the Business, the business of any then current or prospective client or customer with whom Participant Executive (or his direct reports) had personal contact or dealings on behalf of the Company or any of its Affiliates during the one-year period preceding ParticipantExecutive’s termination of employment or serviceemployment. (ii) During the Restricted Period, Participant shall Executive will not directly or indirectly: (A) engage in the Business providing services in any geographical area that is within 100 miles of any geographical area where the Restricted Group engages in the nature Business, including the greater metropolitan areas of the services Participant provided to the Company at any time in the one year prior to the termination of Participant’s employment or serviceOrlando, for a CompetitorFlorida, San Diego, California, San Antonio, Texas, Williamsburg, Virginia and Philadelphia/Langhorne, Pennsylvania; (B) enter the employ of, or render any services to, a Core Competitor, except where such employment or services do not relate in any manner to the Business; (C) acquire a financial interest in, or otherwise become actively involved with, a Competitorany Person engaged in the Business, directly or indirectly, as an individual, partner, shareholder, officer, director, principal, agent, trustee or consultant; or (D) intentionally and adversely interfere with, or attempt to adversely interfere with, business relationships between the members of the Restricted Group and any of their clients, customers, suppliers, partners, members members, or investors. (iii) Notwithstanding anything to the contrary in this Appendix AB, Participant Executive may, directly or indirectly own, solely as an investment, securities of any Person engaged in a Business (including, without limitation, a Core Competitor) which are publicly traded on a national or regional stock exchange or on the over-the-counter market if Participant Executive (Ai) is not a controlling person of, or a member of a group which controls, such person and (Bii) does not, directly or indirectly, own 2% or more of any class of securities of such Person. (iv) During the Restricted PeriodEmployment Term and for a period of the greater of (x) two years from the date Executive ceases to be employed by the Company or its subsidiaries and (y) the Severance Term, Participant shall Executive will not, whether on ParticipantExecutive’s own behalf or on behalf of or in conjunction with any Person, directly or indirectly: (A) solicit or encourage any executive-level employee of the Restricted Group, with whom Participant has had material business contact during the Employment Term or, if no longer an employee or consultant, in the one year prior to the termination of Participant’s employment with or service to any member of the Company Group, Group to leave the employment of the Restricted Group to become affiliated in any respect with a Competitor or otherwise be engaged in the Business; orGroup; (B) hire any such executive-level employee to become affiliated in any respect with a Competitor or otherwise be engaged in the Business and with whom Participant had material business contact in the one year prior to the termination of Participant’s employment with or service to the Company, Senior Employee who (x) was employed by the Restricted Group as of the date of ParticipantExecutive’s termination of employment with or service to the Company or any of its Affiliates or (y) who left the employment of the Restricted Group coincident with, or within one year after prior to or after, the termination of ParticipantExecutive’s employment with or service the Company; or (C) encourage any material consultant of the Restricted Group to cease working with the Company or any of its AffiliatesRestricted Group. (v) For purposes of this AgreementAppendix B:

Non-Competition; Non-Solicitation. (a) Participant The Employee acknowledges and recognizes the highly competitive nature of the businesses of the Company and its Affiliates subsidiaries and controlled affiliates and accordingly agrees as follows: (i) 1. During Participant’s employment with or service to the Company or its Affiliates (the “Employment Term”) and for a period that ends commencing on the later date of (A) one year following the date Participant ceases to be employed by or in service to the Company or any Employee’s termination of its Affiliates or (B) employment and ending on the last date any portion day of the Award granted under this Agreement is eligible to vest if Participant ceases to be employed by the Company or any of its Affiliates as a result of the Participant’s Retirement Payment Period (the “Restricted Period”), Participant shall or such longer period as described in the last sentence of Section VII of this Agreement, the Employee will not, whether on Participant’s own behalf or on behalf of or in conjunction with any person, firm, partnership, joint venture, association, corporation or other business organization, entity or enterprise whatsoever (“Person”), directly or indirectly solicit or assist in soliciting in competition with the Restricted Group in the Businessindirectly, the business of any then current or prospective client or customer with whom Participant (or his direct reports) had personal contact or dealings on behalf of the Company or any of its Affiliates during the one-year period preceding Participant’s termination of employment or service. (ii) During the Restricted Period, Participant shall not directly or indirectly: (Aw) engage in any “Competitive Business” (defined below) for the Business providing services in the nature of the services Participant provided to the Company at any time in the one year prior to the termination of ParticipantEmployee’s employment or serviceown account, for a Competitor; (Bx) enter the employ of, or render any services to, a Competitor, except where such employment or services do not relate any person engaged in any manner to the Competitive Business; , (Cy) acquire a financial interest in, or otherwise become actively involved with, a Competitorany person engaged in any Competitive Business, directly or indirectly, as an individual, partner, shareholder, officer, director, principal, agent, trustee or consultant; or (D) intentionally and adversely interfere with, or attempt to adversely (z) interfere with, with business relationships between the members Company and customers or suppliers of, or consultants to, the Company. 2. For purposes of this Section VI, a “Competitive Business” means, as of any date, including during the Restricted Group Period, any person or entity (including any joint venture, partnership, firm, corporation or limited liability company) that engages in or proposes to engage in the following activities in any geographical area in which the business unit for which the Employee works does business: the manufacture and any sale of their clientsvinyl, customers, suppliers, partners, members or investorsvinyl clad and aluminum windows. (iii) 3. For purposes of this Section VI and of Section VII of this Agreement, the Company shall be construed to include the Company and its subsidiaries and controlled affiliates. 4. Notwithstanding anything to the contrary in this Appendix AAgreement, Participant the Employee may, directly or indirectly indirectly, own, solely as an investment, securities of any Person person engaged in a Business (including, without limitation, a Competitor) the business of the Company which are publicly traded on a national or regional stock exchange or on the over-the-counter market if Participant the Employee (A) is not a controlling person of, or a member of a group which controls, such person and (B) does not, directly or indirectly, own 2% one percent (1%) or more of any class of securities of such Personperson. (iv) 5. During the Restricted Period, Participant shall the Employee will not, whether on Participant’s own behalf or on behalf of or in conjunction with any Person, directly or indirectly: (A) , without the Company’s written consent, solicit or encourage to cease to work with the Company any executive-level employee of the Restricted Group, with whom Participant has had material business contact during the Employment Term or, if no longer an employee or consultant, in the one year prior to the termination any consultant of Participant’s employment with or service to any member of the Company Group, to leave the employment of the Restricted Group to become affiliated in any respect with a Competitor or otherwise be engaged in the Business; or (B) hire any such executive-level employee to become affiliated in any respect with a Competitor or otherwise be engaged in the Business and with whom Participant had material business contact in the one year prior to the termination of Participant’s employment with or service to the Company, who (x) was employed by the Restricted Group as of the date of Participant’s termination of employment with or service to the Company or any person who was an employee of its Affiliates or (y) left consultant then under contract with the employment Company within the six-month period preceding such activity. In addition, during the Restricted Period, the Employee will not, without the Company’s written consent, directly or indirectly hire any person who is or who was, within the six-month period preceding such activity, an employee of the Restricted Group within one year after Company. 6. The Employee understands that the termination provisions of Participantthis Section VI.A may limit the Employee’s employment with or service ability to earn a livelihood in a business similar to the business of the Company, but the Employee nevertheless agrees and hereby acknowledges that (A) such provisions do not impose a greater restraint than is necessary to protect the goodwill or other business interests of the Company, (B) such provisions contain reasonable limitations as to time and scope of activity to be restrained, (C) such provisions are not harmful to the general public and (D) such provisions are not unduly burdensome to the Employee. In consideration of the foregoing and in light of the Employee’s education, skills and abilities, the Employee agrees that he shall not assert that, and it should not be considered that, any provisions of Section VI.A. otherwise are void, voidable or unenforceable or should be voided or held unenforceable. 7. It is expressly understood and agreed that, although the Employee and the Company consider the restrictions contained in this Section VI.A to be reasonable, if a judicial determination is made by a court of competent jurisdiction that the time or territory or any other restriction contained in this Section VI.A or elsewhere in this Agreement is an unenforceable restriction against the Employee, the provisions of its Affiliatesthe Agreement shall not be rendered void but shall be deemed amended to apply as to such maximum time and territory and to such maximum extent as such court may judicially determine or indicate to be enforceable. Alternatively, if any court of competent jurisdiction finds that any restriction contained in this Agreement is unenforceable, and such restriction cannot be amended so as to make it enforceable, such finding shall not affect the enforceability of any of the other restrictions contained herein. (v) For purposes of this Agreement:

Non-Competition; Non-Solicitation. (a) Participant Executive acknowledges and recognizes the highly competitive nature of the businesses of the Company and its Affiliates affiliates and accordingly agrees as follows: (i) During Participant’s employment with or service to the Company or its Affiliates Restricted Period (the “Employment Term”) and for a period that ends on the later of (A) one year following the date Participant ceases to be employed by or in service to the Company or any of its Affiliates or (B) the last date any portion of the Award granted under this Agreement is eligible to vest if Participant ceases to be employed by the Company or any of its Affiliates as a result of the Participant’s Retirement (the “Restricted Period”defined below), Participant shall Executive will not, whether on ParticipantExecutive’s own behalf or on behalf of or in conjunction with any person, firm, partnership, joint venture, association, corporation or other business organization, entity or enterprise whatsoever (“Person”), directly or indirectly solicit or assist in soliciting in competition with the Restricted Group in the Business, the business of any then current or prospective client or customer with whom Participant (or his direct reports) had personal contact or dealings on behalf of the Company or any of its Affiliates during the one-year period preceding Participant’s termination of employment or service. (ii) During the Restricted Period, Participant shall not directly or indirectly: (A) engage engage, in a competitive capacity, in any business that competes with the Company’s business in the Business providing services athletic specialty and/or sporting goods retail industry (a “Competitive Business”) in the nature of the services Participant provided to the Company at any time in the one year prior to the termination of Participant’s employment or service, for a CompetitorUnited States; (B) in a competitive capacity, enter the employ of, or render any services to, or enter into any contractual agreement or relationship with any Person (or any division or controlled or controlling affiliate of any Person) that engages in a Competitor, except where such employment or services do not relate in any manner to the Competitive Business; (C) acquire a financial interest in, or otherwise become actively involved with, a Competitorany Competitive Business, directly or indirectly, as an individual, partner, shareholder, officer, director, principal, agent, trustee or consultantconsultant or transfer any business to, or in any other way facilitate any other Person’s ability to engage in a Competitive Business; or (D) intentionally and adversely interfere with, or attempt to adversely interfere with, business relationships (whether formed before, on or after the date of this Agreement) between the members of the Restricted Group and Company or any of their clients, its affiliates and its customers, suppliers, partners, members investors or investorsvendors. (iiiii) Notwithstanding anything to the contrary in this Appendix AAgreement, Participant Executive may, directly or indirectly own, solely as an investment, securities of any Person engaged in a Competitive Business (including, without limitation, a Competitor) which that are publicly traded on a national or regional stock exchange or on the over-the-counter market if Participant Executive (Ai) is not a controlling person Person of, or a member of a group which that controls, such person Person and (Bii) does not, directly or indirectly, own 25% or more of any class of securities of such Person. (iviii) During the Restricted Period, Participant Executive shall not, whether on ParticipantExecutive’s own behalf or on behalf of or in conjunction with any Person, directly or indirectly: (A) solicit or encourage any executive-level employee of the Restricted Group, with whom Participant has had material business contact during the Employment Term or, if no longer an employee Company or consultant, in the one year prior to the termination of Participant’s employment with or service to any member of the Company Group, its affiliates to leave the employment of the Restricted Group to become affiliated in any respect with a Competitor Company or otherwise be engaged in the Businessits affiliates; or (B) hire any such executive-level employee to become affiliated in any respect with a Competitor or otherwise be engaged in the Business and with whom Participant had material business contact in the one year prior to the termination of Participant’s employment with or service to the Company, who (x) was employed by the Restricted Group Company or its affiliates as of the date of ParticipantExecutive’s termination of employment with or service to the Company or any of its Affiliates or (y) who left the employment of the Restricted Group Company or its affiliates coincident with, or within one year after prior to or after, the termination of ParticipantExecutive’s employment with or service to the Company or any of its AffiliatesCompany. (vb) It is expressly understood and agreed that although Executive and the Company consider the restrictions contained in this Section 8 to be reasonable, if a final judicial determination is made by a court of competent jurisdiction that the time or territory or any other restriction contained in this Agreement is an unenforceable restriction against Executive, the provisions of this Agreement shall not be rendered void but shall be deemed amended to apply as to such maximum time and territory and to such maximum extent as such court may judicially determine or indicate to be enforceable. Alternatively, if any court of competent jurisdiction finds that any restriction contained in this Agreement is unenforceable, and such restriction cannot be amended so as to make it enforceable, such finding shall not affect the enforceability of any of the other restrictions contained herein. (c) For purposes of this Agreement:, “Restricted Period” shall mean the period commencing on the Effective Date and ending (i) 12 months following the Termination Date if Executive’s employment with the Company terminates under the circumstances described in Section 7(c) or Section 7(e), (ii) 24 months following the Termination Date if Executive’s employment with the Company terminates under the circumstances described in Section 7(d)(iii), or (iii) upon the date Executive ceases to be employed by the Company for any other reason.

Non-Competition; Non-Solicitation. (a) Participant acknowledges and recognizes the highly competitive nature of the businesses of the Company and its Affiliates and accordingly agrees as follows: (i) During Participant’s employment with or service to the Company or its Affiliates (the “Employment Term”) and for a period that ends on the later of (A) one year following the date Participant ceases to be employed by or in service to the Company or any of its Affiliates or (B) the last date any portion of the Award granted under this Agreement is eligible to vest if Participant ceases to be employed by the Company or any of its Affiliates as a result of the Participant’s Retirement (the “Restricted Period”), Participant shall not, whether on Participant’s own behalf or on behalf of or in conjunction with any person, firm, partnership, joint venture, association, corporation or other business organization, entity or enterprise whatsoever (“Person”), directly or indirectly solicit or assist in soliciting in competition with the Restricted Group in the Business, the business of any then current or prospective client or customer with whom Participant (or his direct reports) had personal contact or dealings on behalf of the Company or any of its Affiliates during the one-year period preceding Participant’s termination of employment or service. (ii) During the Restricted Period, Participant shall not directly or indirectly: (A) engage in the Business providing services in the nature of the services Participant provided to the Company at any time in the one year prior to the termination of Participant’s employment or service, for a Competitor; (B) enter the employ of, or render any services to, a Competitor, except where such employment or services do not relate in any manner to the Business; (C) acquire a financial interest in, or otherwise become actively involved with, a Competitor, directly or indirectly, as an individual, partner, shareholder, officer, director, principal, agent, trustee or consultant; or (D) intentionally and adversely interfere with, or attempt to adversely interfere with, business relationships between the members of the Restricted Group and any of their clients, customers, suppliers, partners, members or investors. (iii) Notwithstanding anything to the contrary in this Appendix A, Participant may, directly or indirectly own, solely as an investment, securities of any Person engaged in a Business (including, without limitation, a Competitor) which are publicly traded on a national or regional stock exchange or on the over-the-counter market if Participant (A) is not a controlling person of, or a member of a group which controls, such person and (B) does not, directly or indirectly, own 2% or more of any class of securities of such Person. (iv) During the Restricted Period, Participant shall not, whether on Participant’s own behalf or on behalf of or in conjunction with any Person, directly or indirectly: (A) solicit or encourage any executive-level employee of the Restricted Group, with whom Participant has had material business contact during the Employment Term or, if no longer an employee or consultant, in the one year prior to the termination of Participant’s employment with or service to any member of the Company Group, to leave the employment of the Restricted Group to become affiliated in any respect with a Competitor or otherwise be engaged in the Business; or (B) hire any such executive-level employee to become affiliated in any respect with a Competitor or otherwise be engaged in the Business and with whom Participant had material business contact in the one year prior to the termination of Participant’s employment with or service to the Company, who (x) was employed by the Restricted Group as of the date of Participant’s termination of employment with or service to the Company or any of its Affiliates or (y) left y)left the employment of the Restricted Group within one year after the termination of Participant’s employment with or service to the Company or any of its Affiliates. (v) For purposes of this Agreement:

Non-Competition; Non-Solicitation. (a) Participant acknowledges and recognizes the highly competitive nature of the businesses of the Company and its Affiliates and accordingly agrees as follows: (i) During Participant’s employment with or service to the Company or its Affiliates (the “Employment Term”) and for a period that ends on the later of (A) one year following the date Participant ceases to be employed by or in service to the Company or any of its Affiliates or (B) the last date any portion of the Award granted under this Agreement is eligible to vest if Participant ceases to be employed by the Company or any of its Affiliates as a result of the Participant’s Retirement (the “Restricted Period”), Participant shall will not, whether on Participant’s own behalf or on behalf of or in conjunction with any person, firm, partnership, joint venture, association, corporation or other business organization, entity or enterprise whatsoever (“Person”), directly or indirectly solicit or assist in soliciting in competition with the Restricted Group in the Business, the business of any then current or prospective client or customer with whom Participant (or his direct reports) had personal contact or dealings on behalf of the Company or any of its Affiliates during the one-year period preceding Participant’s termination of employment or serviceemployment. (ii) During the Restricted Period, Participant shall will not directly or indirectly: (A) engage in the Business providing services in the nature of the services Participant provided to the Company at any time in the one year prior to the termination of Participant’s employment or service's employment, for a Competitor; (B) enter the employ of, or render any services to, a Competitor, except where such employment or services do not relate in any manner to the Business; (C) acquire a financial interest in, or otherwise become actively involved with, a Competitor, directly or indirectly, as an individual, partner, shareholder, officer, director, principal, agent, trustee or consultant; or (D) intentionally and adversely interfere with, or attempt to adversely interfere with, business relationships between the members of the Restricted Group and any of their clients, customers, suppliers, partners, members or investors. (iii) Notwithstanding anything to the contrary in this Appendix A, Participant may, directly or indirectly own, solely as an investment, securities of any Person engaged in a Business (including, without limitation, a Competitor) which are publicly traded on a national or regional stock exchange or on the over-the-counter market if Participant (A) is not a controlling person of, or a member of a group which controls, such person and (B) does not, directly or indirectly, own 2% or more of any class of securities of such Person. . (iv) During the Restricted Period, Participant shall will not, whether on Participant’s own behalf or on behalf of or in conjunction with any Person, directly or indirectly: (A) solicit or encourage any executive-level employee of the Restricted Group, with whom Participant has had material business contact during the Employment Term or, if no longer an employee or consultantemployee, in the one year prior to the termination of Participant’s employment with or service to any member of the Company Group, Group to leave the employment of the Restricted Group to become affiliated in any respect with a Competitor or otherwise be engaged in the Business; or (B) hire any such executive-level employee to become affiliated in any respect with a Competitor or otherwise be engaged in the Business and with whom Participant had material business contact in the one year prior to the termination of Participant’s employment with or service to the Company, who (x) was employed by the Restricted Group as of the date of Participant’s termination of employment with or service to the Company or any of its Affiliates or (y) left the employment of the Restricted Group within one year after after, the termination of Participant’s employment with or service to the Company or any of its Affiliates. (v) For purposes of this Agreement:

Non-Competition; Non-Solicitation. (a) Participant acknowledges and recognizes the highly competitive nature of the businesses of the Company and its Affiliates and accordingly agrees as follows: (i) During Participant’s employment with or service to the Company or its Affiliates (the “Employment Term”) and for a period that ends on the later of (A) one year following the date Participant ceases to be employed by or in service to the Company or any of its Affiliates Affiliate or (B) the last date any portion of the Award granted under this Agreement is eligible to vest if Participant ceases to be employed by the Company or any of its Affiliates Affiliate as a result of the Participant’s Retirement (the “Restricted Period”), Participant shall will not, whether on Participant’s own behalf or on behalf of or in conjunction with any person, firm, partnership, joint venture, association, corporation or other business organization, entity or enterprise whatsoever (“Person”), directly or indirectly solicit or assist in soliciting in competition with the Restricted Group in the Business, the business of any then current or prospective client or customer with whom Participant (or his direct reports) had personal contact or dealings on behalf of the Company or any of its Affiliates Affiliate during the one-year period preceding Participant’s termination of employment or serviceemployment. (ii) During the Restricted Period, Participant shall will not directly or indirectly: (A) engage in the Business providing services in the nature of the services Participant provided to the Company at any time in the one year prior to the termination of Participant’s employment or service's employment, for a Competitor; (B) enter the employ of, or render any services to, a Competitor, except where such employment or services do not relate in any manner to the Business; (C) acquire a financial interest in, or otherwise become actively involved with, a Competitor, directly or indirectly, as an individual, partner, shareholder, officer, director, principal, agent, trustee or consultant; or (D) intentionally and adversely interfere with, or attempt to adversely interfere with, business relationships between the members of the Restricted Group and any of their clients, customers, suppliers, partners, members or investors. (iii) Notwithstanding anything to the contrary in this Appendix A, Participant may, directly or indirectly own, solely as an investment, securities of any Person engaged in a Business (including, without limitation, a Competitor) which are publicly traded on a national or regional stock exchange or on the over-the-counter market if Participant (Ai) is not a controlling person of, or a member of a group which controls, such person and (Bii) does not, directly or indirectly, own 2% or more of any class of securities of such Person. . (iv) During the Restricted Period, Participant shall will not, whether on Participant’s own behalf or on behalf of or in conjunction with any Person, directly or indirectly: (A) solicit or encourage any executive-level employee of the Restricted Group, with whom Participant has had material business contact during the Employment Term or, if no longer an employee or consultantemployee, in the one year prior to the termination of Participant’s employment with or service to any member of the Company Group, or any of its Subsidiaries to leave the employment of the Restricted Group to become affiliated in any respect with a Competitor or otherwise be engaged in the Business; or (B) hire any such executive-level employee to become affiliated in any respect with a Competitor or otherwise be engaged in the Business and with whom Participant had material business contact in the one year prior to the termination of Participant’s employment with or service to the Company, who (x) was employed by the Restricted Group as of the date of Participant’s termination of employment with or service to the Company or any of its Affiliates Affiliate or (y) left the employment of the Restricted Group within one year after after, the termination of Participant’s employment with or service to the Company or any of its AffiliatesAffiliate. (v) For purposes of this Agreement:

Non-Competition; Non-Solicitation. (a) Participant acknowledges and recognizes the highly competitive nature of the businesses of the Company and its Affiliates and accordingly agrees as follows: (i) During Participant’s employment with or service to the Company or its Affiliates (the “Employment Term”) and for a period that ends on the later of (A) one year following the date Participant ceases to be employed by or in service to the Company or any of its Affiliates or (B) the last date any portion of the Award granted under this Agreement is eligible to vest if Participant ceases to be employed by the Company or any of its Affiliates as a result of the Participant’s Retirement Affiliate (the “Restricted Period”), Participant shall will not, whether on Participant’s own behalf or on behalf of or in conjunction with any person, firm, partnership, joint venture, association, corporation or other business organization, entity or enterprise whatsoever (“Person”), directly or indirectly solicit or assist in soliciting in competition with the Restricted Group in the Business, the business of any then current or prospective client or customer with whom Participant (or his direct reports) had personal contact or dealings on behalf of the Company or any of its Affiliates Affiliate during the one-year period preceding Participant’s termination of employment or serviceemployment. (ii) During the Restricted Period, Participant shall will not directly or indirectly: (A) engage in the Business providing services in the nature of the services Participant provided to the Company at any time in the one year prior to the termination of Participant’s employment or service's employment, for a Competitor; (B) enter the employ of, or render any services to, a Competitor, except where such employment or services do not relate in any manner to the Business; (C) acquire a financial interest in, or otherwise become actively involved with, a Competitor, directly or indirectly, as an individual, partner, shareholder, officer, director, principal, agent, trustee or consultant; or (D) intentionally and adversely interfere with, or attempt to adversely interfere with, business relationships between the members of the Restricted Group and any of their clients, customers, suppliers, partners, members or investors. (iii) Notwithstanding anything to the contrary in this Appendix A, Participant may, directly or indirectly own, solely as an investment, securities of any Person engaged in a Business (including, without limitation, a Competitor) which are publicly traded on a national or regional stock exchange or on the over-the-counter market if Participant (Ai) is not a controlling person of, or a member of a group which controls, such person and (Bii) does not, directly or indirectly, own 2% or more of any class of securities of such Person. (iv) During the Restricted Period, Participant shall will not, whether on Participant’s own behalf or on behalf of or in conjunction with any Person, directly or indirectly: (A) solicit or encourage any executive-level employee of the Restricted Group, with whom Participant has had material business contact during the Employment Term or, if no longer an employee or consultantemployee, in the one year prior to the termination of Participant’s employment with or service to any member of the Company Group, or any of its Subsidiaries to leave the employment of the Restricted Group to become affiliated in any respect with a Competitor or otherwise be engaged in the Business; or (B) hire any such executive-level employee to become affiliated in any respect with a Competitor or otherwise be engaged in the Business and with whom Participant had material business contact in the one year prior to the termination of Participant’s employment with or service to the Company, who (x) was employed by the Restricted Group as of the date of Participant’s termination of employment with or service to the Company or any of its Affiliates Affiliate or (y) left the employment of the Restricted Group within one year after after, the termination of Participant’s employment with or service to the Company or any of its AffiliatesAffiliate. (v) For purposes of this Agreement:

Non-Competition; Non-Solicitation. (a) Participant acknowledges and recognizes the highly competitive nature of the businesses of the Company and its Affiliates Group and accordingly agrees as follows: (i) (i) During Participant’s employment with or service to the Company or its Affiliates Group (the “Employment Term”) and for a period that ends on the later of (A) one year following the date Participant ceases to be employed by or in service to first anniversary of the Company or any of its Affiliates Termination Date or (B) the last date any portion of the Award granted under this Agreement is eligible to vest if Participant ceases to be employed by the Company or any of its Affiliates Group as a result of the Participant’s Retirement (such period, the “Restricted Period”), Participant shall will not, whether on Participant’s own behalf or on behalf of or in conjunction with any person, firm, partnership, joint venture, association, corporation or other business organization, entity or enterprise whatsoever (“Person”), directly or indirectly solicit or assist in soliciting in competition with the Restricted Group in the Business, the business of any then current or prospective client or customer with whom Participant (or his Participant’s direct reports) had personal contact or dealings on behalf of any member of the Company or any of its Affiliates Group during the one-year period preceding Participant’s termination of employment or servicethe Termination Date. (ii) During the Restricted Period, Participant shall will not directly or indirectly: (A) engage in the Business providing services in the nature of the services Participant provided to any member of the Company Group at any time in the one year prior to the termination of Participant’s employment or serviceTermination Date, for a Competitor; (B) enter the employ of, or render any services to, a Competitor, except where such employment or services do not relate in any manner to the Business; (C) acquire a financial interest in, or otherwise become actively involved with, a Competitor, directly or indirectly, as an individual, partner, shareholder, officer, director, principal, agent, trustee or consultant; or (D) intentionally and adversely interfere with, or attempt to adversely interfere with, business relationships between the members of the Restricted Group and any of their clients, customers, suppliers, partners, members or investors. (iii) Notwithstanding anything to the contrary in this Appendix A, Participant may, directly or indirectly own, solely as an investment, securities of any Person engaged in a Business (including, without limitation, a Competitor) which are publicly traded on a national or regional stock exchange or on the over-the-counter market if Participant (A) is not a controlling person of, or a member of a group which controls, such person and (B) does not, directly or indirectly, own 2% or more of any class of securities of such Person. (iv) During the Restricted Period, Participant shall will not, whether on Participant’s own behalf or on behalf of or in conjunction with any Person, directly or indirectly: (A) solicit or encourage any executive-level employee of the Restricted Group, with whom Participant has had material business contact during the Employment Term or, if no longer an employee or consultantemployee, in the one year period prior to the termination of Participant’s employment with or service to any member of the Company GroupTermination Date, to leave the employment of the Restricted Group to become affiliated in any respect with a Competitor or otherwise be engaged in the Business; or (B) hire any such executive-level employee to become affiliated in any respect with a Competitor or otherwise be engaged in the Business and with whom Participant had material business contact in the one year prior to the termination of Participant’s employment with or service to the Company, (1) who (x) was employed by the Restricted Group as of the date of Participant’s termination of employment with or service to the Company or any of its Affiliates Termination Date or (y) left the employment of the Restricted Group within one year after the termination of Participant’s employment Termination Date, and (2) with or service whom Participant had material business contact in the one year period prior to the Company or any of its AffiliatesTermination Date. (v) For purposes of this Agreement:

Non-Competition; Non-Solicitation. (a) Participant The Executive acknowledges that his employment with the Company will, of necessity, provide him with specialized, unique knowledge and recognizes confidential information and that, in light of the highly competitive nature of the businesses of Company's business, the Company could be harmed if such knowledge and its Affiliates and accordingly agrees as follows: (i) During Participant’s employment with or service to the Company or its Affiliates (the “Employment Term”) and for a period that ends on the later of (A) one year following the date Participant ceases to be employed by or in service to the Company or any of its Affiliates or (B) the last date any portion of the Award granted under this Agreement is eligible to vest if Participant ceases to be employed by the Company or any of its Affiliates as a result of the Participant’s Retirement (the “Restricted Period”), Participant shall not, whether on Participant’s own behalf or on behalf of or in conjunction with any person, firm, partnership, joint venture, association, corporation or other business organization, entity or enterprise whatsoever (“Person”), directly or indirectly solicit or assist in soliciting information were used in competition with the Restricted Group in the Business, the business of any then current or prospective client or customer with whom Participant (or his direct reports) had personal contact or dealings on behalf of Company. The Executive further acknowledges that the Company or any would not enter into this Agreement and undertake the substantial obligations under this Agreement without the Executive's agreement to the following provisions of its Affiliates during the one-year period preceding Participant’s termination of employment or service.this Section 6: (iia) During the Restricted Period, Participant shall not directly or indirectly: Period (Aas defined below) engage in the Business providing services in the nature of the services Participant provided to the Company at any time in the one year prior to the termination of Participant’s employment or service, for a Competitor; (B) enter the employ of, or render any services to, a Competitor, except where such employment or services do not relate in any manner to the Business; (C) acquire a financial interest in, or otherwise become actively involved with, a Competitorhe will not, directly or indirectly, as an individual, partner, shareholder, officer, director, principalstockholder, partner, associate, employee, consultant, owner, agent, trustee co-venturer or consultant; or (D) intentionally and adversely interfere withotherwise, become or attempt to adversely interfere withbe interested in or be associated with any other corporation, firm or business relationships between engaged in the members manufacture, marketing or sale of products which compete with products of the Restricted Group and any of their clients, customers, suppliers, partners, members or investors. (iii) Notwithstanding anything to the contrary in this Appendix A, Participant may, directly or indirectly own, solely as an investment, securities of any Person engaged in a Business (including, without limitation, a Competitor) which are publicly traded on a national or regional stock exchange or on the over-the-counter market if Participant (A) is not a controlling person of, or a member of a group which controls, such person and (B) does notCompany. The Executive's ownership, directly or indirectly, own 2% or of not more than three percent (3%) of the issued and outstanding stock of any class corporation or other entity, the shares of which are traded on a national securities exchange or the Nasdaq Stock Market, shall not in any event be deemed to be a violation of such Personthe provisions of this Section 6(a). (ivb) During the Restricted Period, Participant the Executive shall notnot call upon, whether on Participant’s own behalf solicit, divert or on behalf take away, or attempt to call upon, solicit, divert or take away, business of a type the same or in conjunction similar to the business as conducted by the Company prior to the date of termination of the Executive's employment with the Company from any Person, directly of the Customers of the Company upon whom he called or indirectly:whom he solicited or to whom he catered or with whom he became acquainted after entering the employ of the Company. (Ac) The Executive acknowledges and agrees that during the time of his employment with the Company, he will gain valuable information about the identity, qualifications and on-going performance of the employees of the Company. During the Restricted Period, the Executive shall not (i) hire, employ, offer employment to, or seek to hire, employ or offer employment to, any of the Company's senior level employees with whom he had contact prior to such termination of employment or (ii) solicit or encourage any executive-such senior level employee of to seek or accept employment with any other person or entity. (d) The Executive represents and warrants that the Restricted Groupknowledge, with whom Participant has had material business contact during the Employment Term or, if no longer an employee or consultantskills and abilities he currently possesses are sufficient to permit him, in the one year prior to the termination event of Participant’s employment with or service to any member of the Company Group, to leave the employment of the Restricted Group to become affiliated in any respect with a Competitor or otherwise be engaged in the Business; or (B) hire any such executive-level employee to become affiliated in any respect with a Competitor or otherwise be engaged in the Business and with whom Participant had material business contact in the one year prior to the termination of Participant’s employment with or service to the Company, who (x) was employed by the Restricted Group as of the date of Participant’s his termination of employment with or service hereunder for any reason, to the Company or earn a livelihood satisfactory to himself without violating any provision of its Affiliates or (y) left the employment of the Restricted Group within one year after the termination of Participant’s employment with or service to the Company or any of its Affiliatesthis Agreement. (ve) For the purposes of this AgreementSection 6, "Restriction Period" shall mean the period beginning on the date hereof and ending with:

Non-Competition; Non-Solicitation. (a) Participant acknowledges and recognizes the highly competitive nature of the businesses of the Company and its Affiliates Group and accordingly agrees as follows: (i) During the Participant’s employment with or service to the Company or its Affiliates Group (the “Employment Term”) and for a period that ends on the later to occur of (A) one year following the date Participant ceases to be employed by or in service to first anniversary of the Company or any of its Affiliates Termination Date or (B) the last date day on which any portion of the Award granted under this Agreement is eligible to vest if Participant ceases to be employed by the Company or any of its Affiliates Group as a result of the Participant’s Retirement (such period, the “Restricted Period”), Participant shall will not, whether on Participant’s own behalf or on behalf of or in conjunction with any person, firm, partnership, joint venture, association, corporation or other business organization, entity or enterprise whatsoever (“Person”), directly or indirectly solicit or assist in soliciting in competition with away from the Restricted Group in the Business, Company the business of any then current or prospective client or customer with whom Participant (or his or her direct reports) had personal contact or dealings on behalf of the Company or any of its Affiliates about whom the Participant had access to Confidential Information during the one-year period preceding Participant’s termination of employment or servicethe Termination Date. (ii) During the Restricted Period, Participant shall will not directly or indirectly: (A) engage in the Business providing services in the nature of the services Participant provided to any member of the Company Group at any time in the one year prior to the termination of Participant’s employment or serviceTermination Date, for a CompetitorCompetitor (as defined below) in the Restricted Area (as defined below); (B) enter the employ of, or render any services to, a CompetitorCompetitor in the Restricted Area that are in the nature of the services the Participant provided to the Company at any time in the one (1) year prior to the Date of Termination, except where such employment or services do not relate in any manner to the Business; (C) acquire a financial interest in, or otherwise become actively involved with, a CompetitorCompetitor in the Restricted Area, directly or indirectly, as an individual, partner, shareholder, officer, director, principal, agent, trustee or consultant; or (D) intentionally and adversely interfere with, or attempt to adversely interfere with, business relationships between the members of the Restricted Company Group and any of their clients, customers, suppliers, partners, members or investors. (iii) Notwithstanding anything to the contrary in this Appendix A, Participant may, directly or indirectly own, solely as an investment, securities of any Person engaged in a Business (including, without limitation, a Competitor) which are publicly traded on a national or regional stock exchange or on the over-the-counter market if Participant (A) is not a controlling person of, or a member of a group which controls, such person and (B) does not, directly or indirectly, own 2% or more of any class of securities of such Person. (iv) During the Restricted Period, Participant shall will not, whether on Participant’s own behalf or on behalf of or in conjunction with any PersonPerson or entity, directly or indirectly: (A) indirectly solicit or encourage any executive-level employee of the Restricted Group, Company Group with Appendix A - 3 whom the Participant has (or his or her direct reports) had material business personal contact during the Employment Term or, if no longer an employee or consultant, in the one year prior to the termination of Participant’s employment with or service to any member dealings on behalf of the Company Group, or about whom the Participant had access to Confidential Information during the one-year period preceding the Date of Termination to leave the employment of the Restricted Company Group to become affiliated in any respect with a Competitor or otherwise be engaged in the Business; or (B) hire any such executive-level employee to become affiliated in any respect with a Competitor or otherwise be engaged in the Business and with whom Participant had material business contact in the one year prior to the termination of Participant’s employment with or service to the Company, who (x) was employed by the Restricted Company Group as of the date of Participant’s termination of employment with or service Termination Date, provided that this prohibition does not apply to (i) administrative personnel employed by the Company or (ii) any of its Affiliates or (y) left the employment of the Restricted Group within one year after the termination of Participant’s employment with or service to Company employee who is hired away from the Company as a result of responding to a generic job posting on a website or in a newspaper or periodical of general circulation, without any of its Affiliatesinvolvement or encouragement by Participant. (v) During the Restricted Period, the Participant will not, whether on the Participant’s own behalf or on behalf of or in conjunction with any Person, directly and intentionally encourage any consultant of the Company to cease working with the Company. (vi) For purposes of this Agreement:

Non-Competition; Non-Solicitation. (a) Participant acknowledges and recognizes the highly competitive nature of the businesses of the Company and its Affiliates and accordingly agrees as follows: (i) During Participant’s employment with or service to the Company or its Affiliates (the “Employment Term”) and for a period that ends on the later of (A) one year following the date Participant ceases to be employed by or in service to the Company or any of its Affiliates or (B) the last date any portion of the Award granted under this Agreement is eligible to vest if Participant ceases to be employed by the Company or any of its Affiliates as a result of the Participant’s Retirement (the “Restricted Period”), Participant shall will not, whether on Participant’s own behalf or on behalf of or in conjunction with any person, firm, partnership, joint venture, association, corporation or other business organization, entity or enterprise whatsoever (“Person”), directly or indirectly solicit or assist in soliciting in competition with the Restricted Group in the Business, the business of any then current or prospective client or customer with whom Participant (or his direct reports) had personal contact or dealings on behalf of the Company or any of its Affiliates during the one-year period preceding Participant’s termination of employment or serviceemployment. (ii) During the Restricted Period, Participant shall will not directly or indirectly: (A) engage in the Business providing services in the nature of the services Participant provided to the Company at any time in the one year prior to the termination of Participant’s employment or service's employment, for a Competitor; (B) enter the employ of, or render any services to, a Competitor, except where such employment or services do not relate in any manner to the Business; (C) acquire a financial interest in, or otherwise become actively involved with, a Competitor, directly or indirectly, as an individual, partner, shareholder, officer, director, principal, agent, trustee or consultant; or (D) intentionally and adversely interfere with, or attempt to adversely interfere with, business relationships between the members of the Restricted Group and any of their clients, customers, suppliers, partners, members or investors. (iii) Notwithstanding anything to the contrary in this Appendix A, Participant may, directly or indirectly own, solely as an investment, securities of any Person engaged in a Business (including, without limitation, a Competitor) which are publicly traded on a national or regional stock exchange or on the over-the-counter market if Participant (A) is not a controlling person of, or a member of a group which controls, such person and (B) does not, directly or indirectly, own 2% or more of any class of securities of such Person. (iv) During the Restricted Period, Participant shall will not, whether on Participant’s own behalf or on behalf of or in conjunction with any Person, directly or indirectly: (A) solicit or encourage any executive-level employee of the Restricted Group, with whom Participant has had material business contact during the Employment Term or, if no longer an employee or consultantemployee, in the one year prior to the termination of Participant’s employment with or service to any member of the Company Group, Group to leave the employment of the Restricted Group to become affiliated in any respect with a Competitor or otherwise be engaged in the Business; or (B) hire any such executive-level employee to become affiliated in any respect with a Competitor or otherwise be engaged in the Business and with whom Participant had material business contact in the one year prior to the termination of Participant’s employment with or service to the Company, who (x) was employed by the Restricted Group as of the date of Participant’s termination of employment with or service to the Company or any of its Affiliates or (y) left the employment of the Restricted Group within one year after after, the termination of Participant’s employment with or service to the Company or any of its Affiliates. (v) For purposes of this Agreement:

Non-Competition; Non-Solicitation. (a) Participant acknowledges and recognizes the highly competitive nature of the businesses of the Company and its Affiliates and accordingly agrees as follows: (i) During Participant’s employment with or service to the Company or its Affiliates (the “Employment Term”) and for a period that ends on the later of (A) one year following the date Participant ceases to be employed by or in service to the Company or any of its Affiliates or (B) the last date any portion of the Award granted under this Agreement is eligible to vest if Participant ceases to be employed by the Company or any of its Affiliates as a result of the Participant’s Retirement (the “Restricted Period”), Participant shall will not, whether on Participant’s own behalf or on behalf of or in conjunction with any person, firm, partnership, joint venture, association, corporation or other business organization, entity or enterprise whatsoever (“Person”), directly or indirectly solicit or assist in soliciting in competition with the Restricted Group in the Business, the business of any then current or prospective client or customer with whom Participant (or his direct reports) had personal contact or dealings on behalf of the Company or any of its Affiliates during the one-year period preceding Participant’s termination of employment or serviceemployment. (ii) During the Restricted Period, Participant shall will not directly or indirectly: (A) engage in the Business providing services in the nature of the services Participant provided to the Company at any time in the one year prior to the termination of Participant’s employment or service's employment, for a Competitor; (B) enter the employ of, or render any services to, a Competitor, except where such employment or services do not relate in any manner to the Business; (C) acquire a financial interest in, or otherwise become actively involved with, a Competitor, directly or indirectly, as an individual, partner, shareholder, officer, director, principal, agent, trustee or consultant; or (D) intentionally and adversely interfere with, or attempt to adversely interfere with, business relationships between the members of the Restricted Group and any of their clients, customers, suppliers, partners, members or investors. (iii) Notwithstanding anything to the contrary in this Appendix A, Participant may, directly or indirectly own, solely as an investment, securities of any Person engaged in a Business (including, without limitation, a Competitor) which are publicly traded on a national or regional stock exchange or on the over-the-counter market if Participant (A) is not a controlling person of, or a member of a group which controls, such person and (B) does not, directly or indirectly, own 2% or more of any class of securities of such Person. (iv) During the Restricted Period, Participant shall will not, whether on Participant’s own behalf or on behalf of or in conjunction with any Person, directly or indirectly: (A) solicit or encourage any executive-level employee of the Restricted Group, with whom Participant has had material business contact during the Employment Term or, if no longer an employee or consultantemployee, in the one year prior to the termination of Participant’s employment with or service to any member of the Company Group, Group to leave the employment of the Restricted Group to become affiliated in any respect with a Competitor or otherwise be engaged in the Business; or (B) hire any such executive-level employee to become affiliated in any respect with a Competitor or otherwise be engaged in the Business and with whom Participant had material business contact in the one year prior to the termination of Participant’s employment with or service to the Company, who (x) was employed by the Restricted Group as of the date of Participant’s termination of employment with or service to the Company or any of its Affiliates or (y) left the employment of the Restricted Group within one year after the termination of Participant’s employment with or service to the Company or any of its Affiliates. (v) For purposes of this Agreement:

Non-Competition; Non-Solicitation. (a) Participant Executive acknowledges and recognizes the highly competitive nature of the businesses of the Company and its Affiliates affiliates and accordingly agrees as follows: (i) During Participant’s employment with or service to the Company or its Affiliates Restricted Period (the “Employment Term”) and for a period that ends on the later of (A) one year following the date Participant ceases to be employed by or in service to the Company or any of its Affiliates or (B) the last date any portion of the Award granted under this Agreement is eligible to vest if Participant ceases to be employed by the Company or any of its Affiliates as a result of the Participant’s Retirement (the “Restricted Period”defined below), Participant shall Executive will not, whether on ParticipantExecutive’s own behalf or on behalf of or in conjunction with any person, firm, partnership, joint venture, association, corporation or other business organization, entity or enterprise whatsoever (“Person”), directly or indirectly solicit or assist in soliciting in competition with the Restricted Group in the Business, the business of any then current or prospective client or customer with whom Participant (or his direct reports) had personal contact or dealings on behalf of the Company or any of its Affiliates during the one-year period preceding Participant’s termination of employment or service. (ii) During the Restricted Period, Participant shall not directly or indirectly: (A) engage engage, in a competitive capacity, in any business that competes with the Company’s business in the Business providing services athletic specialty and/or sporting goods retail industry (a “Competitive Business”) in the nature of the services Participant provided to the Company at any time in the one year prior to the termination of Participant’s employment or service, for a CompetitorUnited States; (B) in a competitive capacity, enter the employ of, or render any services to, or enter into any contractual agreement or relationship with any Person (or any division or controlled or controlling affiliate of any Person) that engages in a Competitor, except where such employment or services do not relate in any manner to the Competitive Business; (C) acquire a financial interest in, or otherwise become actively involved with, a Competitorany Competitive Business, directly or indirectly, as an individual, partner, shareholder, officer, director, principal, agent, trustee or consultantconsultant or transfer any business to, or in any other way facilitate any other Person’s ability to engage in a Competitive Business; or (D) intentionally and adversely interfere with, or attempt to adversely interfere with, business relationships (whether formed before, on or after the date of this Agreement) between the members of the Restricted Group and Company or any of their clients, its affiliates and its customers, suppliers, partners, members investors or investorsvendors. (iiiii) Notwithstanding anything to the contrary in this Appendix AAgreement, Participant Executive may, directly or indirectly own, solely as an investment, securities of any Person engaged in a Competitive Business (including, without limitation, a Competitor) which that are publicly traded on a national or regional stock exchange or on the over-the-counter market if Participant Executive (A) is not a controlling person Person of, or a member of a group which that controls, such person Person and (B) does not, directly or indirectly, own 25% or more of any class of securities of such Person. (iviii) During the Restricted Period, Participant Executive shall not, whether on ParticipantExecutive’s own behalf or on behalf of or in conjunction with any Person, directly or indirectly: (A) solicit or encourage any executive-level employee of the Restricted Group, with whom Participant has had material business contact during the Employment Term or, if no longer an employee Company or consultant, in the one year prior to the termination of Participant’s employment with or service to any member of the Company Group, its affiliates to leave the employment of the Restricted Group to become affiliated in any respect with a Competitor Company or otherwise be engaged in the Businessits affiliates; or (B) hire any such executive-level employee to become affiliated in any respect with a Competitor or otherwise be engaged in the Business and with whom Participant had material business contact in the one year prior to the termination of Participant’s employment with or service to the Company, who (x) was employed by the Restricted Group Company or its affiliates as of the date of ParticipantExecutive’s termination of employment with or service to the Company or any of its Affiliates or (y) who left the employment of the Restricted Group Company or its affiliates coincident with, or within one year after prior to or after, the termination of ParticipantExecutive’s employment with or service to the Company or any of its AffiliatesCompany. (vb) It is expressly understood and agreed that although Executive and the Company consider the restrictions contained in this Section 9 to be reasonable, if a final judicial determination is made by a court of competent jurisdiction that the time or territory or any other restriction contained in this Agreement is an unenforceable restriction against Executive, the provisions of this Agreement shall not be rendered void but shall be deemed amended to apply as to such maximum time and territory and to such maximum extent as such court may judicially determine or indicate to be enforceable. Alternatively, if any court of competent jurisdiction finds that any restriction contained in this Agreement is unenforceable, and such restriction cannot be amended so as to make it enforceable, such finding shall not affect the enforceability of any of the other restrictions contained herein. (c) For purposes of this Agreement:, “Restricted Period” shall mean the period commencing on the Effective Date and ending 12 months following the termination date of Executive’s employment with the Company for any reason or no reason.

Non-Competition; Non-Solicitation. (a) The Participant acknowledges and recognizes the highly competitive nature of the businesses of the Company and its Affiliates Group and accordingly agrees as follows: (i) During Participant’s employment with or service to While the Participant is employed by the Company or its Affiliates Group (the “Employment Term”) and for a period that ends on the later to occur of (A) one year following the date Participant ceases to be employed by or in service to first anniversary of the Company or any of its Affiliates Termination Date or (B) the last date day on which any portion of the Award RSUs granted under this Agreement is are eligible to vest if the Participant ceases to be employed by the Company or any of its Affiliates Group as a result of the Participant’s Retirement (such period, the “Restricted Period”), the Participant shall will not, whether on the Participant’s own behalf or on behalf of or in conjunction with any person, firm, partnership, joint venture, association, corporation or other business organization, entity or enterprise whatsoever (“Person”), directly or indirectly indirectly, solicit or assist in soliciting in competition with the Restricted Group (as defined below) in the BusinessBusiness (as defined below), the business of any then current or prospective client or customer with whom the Participant (or his the Participant’s direct reports) had personal contact or dealings on behalf of any member of the Company or any of its Affiliates Group during the one-year period preceding Participant’s termination of employment or servicethe Termination Date. (ii) During the Restricted Period, Participant shall not will not, directly or indirectly: (A) engage in the Business providing services in the nature of the services the Participant provided to any member of the Company Group at any time in the one year prior to the termination of Participant’s employment or serviceTermination Date, for a CompetitorCompetitor (as defined below); (B) enter the employ of, or render any services to, a Competitor, except where such employment or services do not relate in any manner to the Business; (C) acquire a financial interest in, or otherwise become actively involved with, a Competitor, directly or indirectly, as an individual, partner, shareholder, officer, director, principal, agent, trustee or consultant; or (D) intentionally and adversely interfere with, or attempt to adversely interfere with, business relationships between the members of the Restricted Group and any of their clients, customers, suppliers, partners, members or investors. (iii) Notwithstanding anything to the contrary in this Appendix A, the Participant may, directly or indirectly indirectly, own, solely as an investment, securities of any Person engaged in a Business (including, without limitation, a Competitor) which are publicly traded on a national or regional stock exchange or on the over-the-counter market if the Participant (A) is not a controlling person of, or a member of a group which controls, such person Person and (B) does not, directly or indirectly, own 2% or more of any class of securities of such Person. (iv) During the Restricted Period, the Participant shall will not, whether on the Participant’s own behalf or on behalf of or in conjunction with any Person, directly or indirectly: (A) solicit or encourage any executive-level employee of the Restricted Group, with whom the Participant has had material business contact during the Employment Term or, if no longer an employee or consultantemployee, in the one year period prior to the termination of Participant’s employment with or service to any member of the Company Group, Termination Date to leave the employment of the Restricted Group to become affiliated in any respect with a Competitor or otherwise be engaged in the Business; or (B) hire any such executive-level employee to become affiliated in any respect with a Competitor or otherwise be engaged in the Business and with whom Participant had material business contact in the one year prior to the termination of Participant’s employment with or service to the CompanyBusiness, (1) who (x) was employed by the Restricted Group as of the date of Participant’s termination of employment with or service to the Company or any of its Affiliates Termination Date or (y) left the employment of the Restricted Group within one year after the termination of Participant’s employment Termination Date, and (2) with or service whom Participant had material business contact in the one year period prior to the Company or any of its AffiliatesTermination Date. (v) For purposes of this Agreement:

Non-Competition; Non-Solicitation. (a) The Participant acknowledges and recognizes the highly competitive nature of the businesses of the Company and its Affiliates Group and accordingly agrees as follows: (i) During Participant’s employment with or service to While the Participant is employed by the Company or its Affiliates Group (the “Employment Term”) and for a period that ends on the later to occur of (A) one year following the date Participant ceases to be employed by or in service to first anniversary of the Company or any of its Affiliates Termination Date or (B) the last date day on which any portion of the Award RSUs granted under this Agreement is are eligible to vest if the Participant ceases to be employed by the Company or any of its Affiliates Group as a result of the Participant’s Retirement (such period, the “Restricted Period”), the Participant shall will not, whether on the Participant’s own behalf or on behalf of or in conjunction with any person, firm, partnership, joint venture, association, corporation or other business organization, entity or enterprise whatsoever (“Person”), directly or indirectly solicit or assist in soliciting in competition with away from the Restricted Group in the Business, Company the business of any then current or prospective client or customer with whom the Participant (or his or her direct reports) had personal contact or dealings on behalf of the Company or any of its Affiliates about whom the Participant had access to Confidential Information during the one-year period preceding Participant’s termination of employment or servicethe Termination Date. (ii) During the Restricted Period, Participant shall not will not, directly or indirectly: (A) engage in the Business providing services in the nature of the services the Participant provided to any member of the Company Group at any time in the one year prior to the termination of Participant’s employment or serviceTermination Date, for a CompetitorCompetitor (as defined below) in the Restricted Area (as defined below); (B) enter the employ of, or render any services to, a CompetitorCompetitor in the Restricted Area that are in the nature of the services the Participant provided to the Company at any time in the one (1) year prior to the Date of Termination, except where such employment or services do not relate in any manner to the Business; (C) acquire a financial interest in, or otherwise become actively involved with, a CompetitorCompetitor in the Restricted Area, directly or indirectly, as an individual, partner, shareholder, officer, director, principal, agent, trustee or consultant; or (D) intentionally and adversely interfere with, or attempt to adversely interfere with, business relationships between the members of the Restricted Company Group and any of their clients, customers, suppliers, partners, members or investors. (iii) Notwithstanding anything to the contrary in this Appendix A, the Participant may, directly or indirectly indirectly, own, solely as an investment, securities of any Person engaged in a Business (including, without limitation, a Competitor) which are publicly traded on a national or regional stock exchange or on the over-the-counter market if the Participant (A) is not a controlling person of, or a member of a group which controls, such person Person and (B) does not, directly or indirectly, own 2% or more of any class of securities of such Person. . (iv) During the Restricted Period, the Participant shall will not, whether on the Participant’s own behalf or on behalf of or in conjunction with any Person or entity, directly or indirectly solicit or encourage any employee of the Company Group with whom the Participant (or his or her direct reports) had personal contact or dealings on behalf of the Company or about whom the Participant had access to Confidential Information during the one-year period preceding the Date of Termination to leave the employment of the Company Group or hire any employee who was employed by the Company Group as of the Termination Date, provided that this prohibition does not apply to (i) administrative personnel employed by the Company or (ii) any Company employee who is hired away from the Company as a result of responding to a generic job posting on a website or in a newspaper or periodical of general circulation, without any involvement or encouragement by Participant. (v) During the Restricted Period, the Participant will not, whether on the Participant’s own behalf or on behalf of or in conjunction with any Person, directly or indirectly: (A) solicit or and intentionally encourage any executive-level employee of the Restricted Group, with whom Participant has had material business contact during the Employment Term or, if no longer an employee or consultant, in the one year prior to the termination of Participant’s employment with or service to any member consultant of the Company Group, to leave the employment of the Restricted Group to become affiliated in any respect cease working with a Competitor or otherwise be engaged in the Business; or (B) hire any such executive-level employee to become affiliated in any respect with a Competitor or otherwise be engaged in the Business and with whom Participant had material business contact in the one year prior to the termination of Participant’s employment with or service to the Company, who (x) was employed by the Restricted Group as of the date of Participant’s termination of employment with or service to the Company or any of its Affiliates or (y) left the employment of the Restricted Group within one year after the termination of Participant’s employment with or service to the Company or any of its Affiliates. (vvi) For purposes of this Agreement:

Non-Competition; Non-Solicitation. 1 (a) Participant acknowledges and recognizes the highly competitive nature of the businesses of the Company and its Affiliates and accordingly agrees as follows: (i) During Participant’s employment with or service to the Company or its Affiliates (the “Employment Term”) and for a period that ends on the later of (A) one year following the date Participant ceases to be employed by or in service to the Company or any of its Affiliates or (B) the last date any portion of the Award granted under this Agreement is eligible to vest if Participant ceases to be employed by the Company or any of its Affiliates as a result of the Participant’s Retirement (the “Restricted Period”), Participant shall not, whether on Participant’s own behalf or on behalf of or in conjunction with any person, firm, partnership, joint venture, association, corporation or other business organization, entity or enterprise whatsoever (“Person”), directly or indirectly solicit or assist in soliciting in competition with the Restricted Group in the Business, the business of any then current or prospective client or customer with whom Participant (or his direct reports) had personal contact or dealings on behalf of the Company or any of its Affiliates during the one-year period preceding Participant’s termination of employment or service. (ii) During the Restricted Period, Participant shall not directly or indirectly: (A) engage in the Business providing services in the nature of the services Participant provided to the Company at any time in the one year prior to the termination of Participant’s employment or service, for a Competitor; (B) enter the employ of, or render any services to, a Competitor, except where such employment or services do not relate in any manner to the Business; (C) acquire a financial interest in, or otherwise become actively involved with, a Competitor, directly or indirectly, as an individual, partner, shareholder, officer, director, principal, agent, trustee or consultant; or (D) intentionally and adversely interfere with, or attempt to adversely interfere with, business relationships between the members of the Restricted Group and any of their clients, customers, suppliers, partners, members or investors. (iii) Notwithstanding anything to the contrary in this Appendix A, Participant may, directly or indirectly own, solely as an investment, securities of any Person engaged in a Business (including, without limitation, a Competitor) which are publicly traded on a national or regional stock exchange or on the over-the-counter market if Participant (A) is not a controlling person of, or a member of a group which controls, such person and (B) does not, directly or indirectly, own 2% or more of any class of securities of such Person. 1 In compliance with California Business and Professions Code Section 16600.1, Section 1 of this Appendix A, with the exception of Section 1(a)(iv)(A), shall not apply to any Participant that is a resident of the state of California (iva “California Resident”). The Company will not attempt to enforce Section 1 of this Appendix A, other than Section 1(a)(iv)(A) During thereof, if the Restricted Period, Participant shall not, whether on Participant’s own behalf or on behalf of or in conjunction with any Person, directly or indirectly:is a California Resident. (A) solicit or encourage any executive-level employee of the Restricted Group, with whom Participant has had material business contact during the Employment Term or, if no longer an employee or consultant, in the one year prior to the termination of Participant’s employment with or service to any member of the Company Group, to leave the employment of the Restricted Group to become affiliated in any respect with a Competitor or otherwise be engaged in the Business; or (B) hire any such executive-level employee to become affiliated in any respect with a Competitor or otherwise be engaged in the Business and with whom Participant had material business contact in the one year prior to the termination of Participant’s employment with or service to the Company, who (x) was employed by the Restricted Group as of the date of Participant’s termination of employment with or service to the Company or any of its Affiliates or (y) left the employment of the Restricted Group within one year after the termination of Participant’s employment with or service to the Company or any of its Affiliates. (v) For purposes of this Agreement:

Non-Competition; Non-Solicitation. (a) Participant acknowledges and recognizes the highly competitive nature of the businesses of the Company and its Affiliates and accordingly agrees as follows: (i) During Participant’s employment with or service to the Company or its Affiliates (the “Employment Term”) and for a period that ends on the later of (A) one year following the date Participant ceases to be employed by or in service to the Company or any of its Affiliates Affiliate or (B) the last date any portion of the Award granted under this Agreement is eligible to vest if Participant ceases to be employed by the Company or any of its Affiliates Affiliate as a result of the Participant’s Retirement (the “Restricted Period”), Participant shall will not, whether on Participant’s own behalf or on behalf of or in conjunction with any person, firm, partnership, joint venture, association, corporation or other business organization, entity or enterprise whatsoever (“Person”), directly or indirectly solicit or assist in soliciting in competition with the Restricted Group in the Business, the business of any then current or prospective client or customer with whom Participant (or his direct reports) had personal contact or dealings on behalf of the Company or any of its Affiliates Affiliate during the one-year period preceding Participant’s termination of employment or serviceemployment. (ii) During the Restricted Period, Participant shall will not directly or indirectly: (A) engage in the Business providing services in the nature of the services Participant provided to the Company at any time in the one year prior to the termination of Participant’s employment or service's employment, for a Competitor; (B) enter the employ of, or render any services to, a Competitor, except where such employment or services do not relate in any manner to the Business; (C) acquire a financial interest in, or otherwise become actively involved with, a Competitor, directly or indirectly, as an individual, partner, shareholder, officer, director, principal, agent, trustee or consultant; or (D) intentionally and adversely interfere with, or attempt to adversely interfere with, business relationships between the members of the Restricted Group and any of their clients, customers, suppliers, partners, members or investors. (iii) Notwithstanding anything to the contrary in this Appendix A, Participant may, directly or indirectly own, solely as an investment, securities of any Person engaged in a Business (including, without limitation, a Competitor) which are publicly traded on a national or regional stock exchange or on the over-the-counter market if Participant (Ai) is not a controlling person of, or a member of a group which controls, such person and (Bii) does not, directly or indirectly, own 2% or more of any class of securities of such Person. (iv) During the Restricted Period, Participant shall will not, whether on Participant’s own behalf or on behalf of or in conjunction with any Person, directly or indirectly: (A) solicit or encourage any executive-level employee of the Restricted Group, with whom Participant has had material business contact during the Employment Term or, if no longer an employee or consultantemployee, in the one year prior to the termination of Participant’s employment with or service to any member of the Company Group, or any of its Subsidiaries to leave the employment of the Restricted Group to become affiliated in any respect with a Competitor or otherwise be engaged in the Business; or (B) hire any such executive-level employee to become affiliated in any respect with a Competitor or otherwise be engaged in the Business and with whom Participant had material business contact in the one year prior to the termination of Participant’s employment with or service to the Company, who (x) was employed by the Restricted Group as of the date of Participant’s termination of employment with or service to the Company or any of its Affiliates Affiliate or (y) left the employment of the Restricted Group within one year after after, the termination of Participant’s employment with or service to the Company or any of its AffiliatesAffiliate. (v) For purposes of this Agreement:

Non-Competition; Non-Solicitation. (a) Participant acknowledges In connection with the diligent, faithful and recognizes the highly competitive nature loyal discharge of the businesses duties of the Company and its Affiliates and accordingly agrees as follows: (i) During ParticipantEmployee’s employment with or service to the Company or its Affiliates (the “Employment Term”) and for a period that ends on the later of (A) one year following the date Participant ceases to be employed by or in service to the Company or any of its Affiliates or (B) the last date any portion of the Award granted under this Agreement Agreement, Employee agrees that so long as he is eligible to vest if Participant ceases to be employed by the Company REIT (whether or any of its Affiliates as a result of the Participant’s Retirement (the “Restricted Period”), Participant shall not, whether on Participant’s own behalf or on behalf of or in conjunction with any person, firm, partnership, joint venture, association, corporation or other business organization, entity or enterprise whatsoever (“Person”), directly or indirectly solicit or assist in soliciting in competition with the Restricted Group in the Business, the business of any then current or prospective client or customer with whom Participant (or his direct reports) had personal contact or dealings on behalf of the Company or any of its Affiliates during the one-year period preceding Participant’s termination of employment or service. (ii) During the Restricted Period, Participant shall not directly or indirectly: (A) engage in the Business providing services in the nature of the services Participant provided pursuant to the Company at any time in the one year prior to the termination provisions of Participant’s employment or service, for a Competitor; (Bthis Agreement) enter the employ of, or render any services to, a Competitor, except where such employment or services do not relate in any manner to the Business; (C) acquire a financial interest in, or otherwise become actively involved with, a Competitor, directly or indirectly, as an individual, partner, shareholder, officer, director, principal, agent, trustee or consultant; or (D) intentionally and adversely interfere with, or attempt to adversely interfere with, business relationships between the members of the Restricted Group and any of their clients, customers, suppliers, partners, members or investors. (iii) Notwithstanding anything to the contrary in this Appendix A, Participant may, directly or indirectly own, solely as an investment, securities of any Person engaged in a Business (including, without limitation, a Competitor) which are publicly traded on a national or regional stock exchange or on the over-the-counter market if Participant (A) is not a controlling person of, or a member of a group which controls, such person and (B) does he will not, directly or indirectly, own 2% be employed by, or more otherwise give assistance to or be affiliated with (as an employee, consultant, independent contractor of any class type, director or otherwise) any person, firm, corporation, trust or entity which is directly or indirectly engaged in a competitive business with (i) that carried on by the REIT or any of securities its investment properties or subsidiaries or affiliates and/or (ii) the hotel business of Corporex Companies and any subsidiaries or affiliates of the REIT or Corporex Companies (the “Corporex Business”). Employee agrees that so long as he is employed by the REIT, he will not own, engage in, conduct, manage, operate, participate in, be employed by or be connected in any manner whatsoever with any competitive business with that carried on by the REIT or any of its investment properties or subsidiary or affiliate, and/or the Corporex Business or become associated with, in any capacity, or employ or attempt to employ any current or future employee of the REIT or any of its investment properties or subsidiary or affiliate and/or current or future employees of Corporex Companies and any subsidiaries or affiliates of Corporex Companies engaged in the Corporex Business or induce any such Person. employee to leave any such entity’s employ. In addition, as an inducement for and as additional consideration for the REIT entering into this Agreement, Employee agrees that for a period of one (iv1) During year commencing on the Restricted Periodtermination of employment, Participant shall he will not, whether on Participant’s own behalf or on behalf of or in conjunction with any Personother person, corporation or entity, directly or indirectly, by stock or other ownership, investment, employment, or otherwise, or in any relation whatsoever: (Aa) solicit solicit, divert or encourage take away or attempt to solicit, divert or take away any executive-level employee of the Restricted Groupbusiness or investors of the REIT or any of its investment properties or subsidiary or affiliate and/or the Corporex Business; (b) attempt to seek or cause any vendor or investor of the REIT or its investment properties or subsidiary or affiliate and/or the Corporex Business to refrain from continuing their relationship with the REIT or any of its investment properties and/or the Corporex Business; (c) engage in any other business activity which is competitive with the REIT or its investment properties or subsidiary or affiliate and/or the Corporex Business; provided, with whom Participant has had material business contact during the Employment Term orhowever, if no longer an employee or consultant, in the one year prior to the termination of Participant’s that mere employment with or service to any member owner and/or operator of the Company Group, to leave the employment of hotels other than the Restricted Group Entities (as defined herein) shall not be deemed to become affiliated in any respect be competitive with a Competitor the REIT or otherwise be engaged in its investment properties or subsidiary or affiliate and/or the Corporex Business; or (Bd) hire any such executive-level employee knowingly employ or attempt to become affiliated employ in any respect with a Competitor capacity any employee or otherwise be engaged in the Business and with whom Participant had material business contact in the one year prior to the termination agent of Participant’s employment with or service to the CompanyREIT, who (x) was employed by the Restricted Group as of the date of Participant’s termination of employment with or service to the Company or any of its Affiliates investment properties or (y) left subsidiary or affiliate and/or the employment of the Restricted Group within one year after the termination of Participant’s employment with or service to the Company or any of its Affiliates. (v) Corporex Business. For purposes of this Section 8, a competitive real estate investment trust or business shall mean any person, corporation, partnership or other legal entity engaged, directly or indirectly, through subsidiaries or affiliates, in any other business activity which can reasonably be determined to be competitive with the principal business activity being engaged in by the REIT, its investment properties or subsidiary or affiliate and/or the Corporex Business; and any other business activity which the REIT subsequently becomes involved in after the date of this Agreement:.

Non-Competition; Non-Solicitation. (a) Participant acknowledges You acknowledge and recognizes agree that your use of Confidential Information in the highly competitive nature conduct of the businesses business on behalf of a competitor of the Company would constitute unfair competition with the Company. Accordingly, as a material inducement to the Company to enter into this Agreement, to protect the Company's Confidential Information, in consideration for the compensation and its Affiliates other benefits payable hereunder to you, for the benefits to you of having access to Confidential Information during the Employment Period and accordingly agrees for other good and valuable consideration, you hereby covenant and agree that, during the Term of Non-Competition, you will not directly or indirectly, individually or as followsan officer, director, manager, employee, shareholder, consultant, contractor, partner, member, joint venturer, agent, equity owner or in any capacity whatsoever: (i) During Participant’s own, engage in, manage, operate, join, control, be employed by, provide Competing Services to, or participate in the ownership, management, operation or control of or provision of Competing Services to, a Competing Business in the Geographic Area; (ii) recruit, hire, assist in hiring, attempt to hire, or contact or solicit with respect to hiring any person who, at any time during the twelve (12) month period ending on the date of termination, was an employee of the Company; provided, that you may hire any person that served as an administrative or clerical employee at the time their employment with or service to the Company terminates so long as you do not recruit, contact or its Affiliates solicit such employee; (iii) induce or attempt to induce any employee of the “Employment Term”) and for a period that ends on the later of (A) one year following the date Participant ceases Company to be employed by terminate, or in service to any way interfere with, the relationship between the Company and any employee thereof; or (iv) induce or attempt to induce any customer, client, supplier, service provider, or other business relation of the Company in the Geographic Area to cease doing business with the Company, or in any way interfere with the relationship between the Company and any such person. Notwithstanding the foregoing, the Company agrees that you may own less than one percent of the outstanding voting securities of any publicly traded company that is a Competing Business so long as you do not otherwise participate in such competing business in any way prohibited by this Section. (b) You acknowledge that the geographic boundaries, scope of prohibited activities, and time duration of the preceding paragraphs in this Section are reasonable in nature and are no broader than are necessary to maintain the goodwill of the Company and the confidentiality of its Affiliates or (B) Confidential Information and to protect the last date any portion goodwill and other legitimate business interests of the Award granted under Company, and also that the enforcement of such covenants would not cause you any undue hardship or unreasonably interfere with your ability to earn a livelihood. If you violate the covenants and restrictions in this Agreement is eligible to vest if Participant ceases to be employed by Section and the Company brings legal action for injunctive or any other equitable relief, you agree that the Company will not be deprived of its Affiliates the benefit of the full period of the restrictive covenant, as a result of the Participant’s Retirement time involved in obtaining such relief. Accordingly, you agree that the provisions in this Section will have a duration determined pursuant to Subsection (a) above, computed from the “Restricted Period”), Participant shall not, whether on Participant’s own behalf date the legal or on behalf of or in conjunction with any person, firm, partnership, joint venture, association, corporation or other business organization, entity or enterprise whatsoever (“Person”), directly or indirectly solicit or assist in soliciting in competition with the Restricted Group in the Business, the business of any then current or prospective client or customer with whom Participant (or his direct reports) had personal contact or dealings on behalf of the Company or any of its Affiliates during the one-year period preceding Participant’s termination of employment or serviceequitable relief is granted. (iic) During the Restricted Period, Participant shall not directly or indirectly: (A) engage As used in the Business providing services in the nature of the services Participant provided to the Company at any time in the one year prior to the termination of Participant’s employment or service, for a Competitor; (B) enter the employ of, or render any services to, a Competitor, except where such employment or services do not relate in any manner to the Business; (C) acquire a financial interest in, or otherwise become actively involved with, a Competitor, directly or indirectly, as an individual, partner, shareholder, officer, director, principal, agent, trustee or consultant; or (D) intentionally and adversely interfere with, or attempt to adversely interfere with, business relationships between the members of the Restricted Group and any of their clients, customers, suppliers, partners, members or investors. (iii) Notwithstanding anything to the contrary in this Appendix A, Participant may, directly or indirectly own, solely as an investment, securities of any Person engaged in a Business (including, without limitation, a Competitor) which are publicly traded on a national or regional stock exchange or on the over-the-counter market if Participant (A) is not a controlling person of, or a member of a group which controls, such person and (B) does not, directly or indirectly, own 2% or more of any class of securities of such Person. (iv) During the Restricted Period, Participant shall not, whether on Participant’s own behalf or on behalf of or in conjunction with any Person, directly or indirectly: (A) solicit or encourage any executive-level employee of the Restricted Group, with whom Participant has had material business contact during the Employment Term or, if no longer an employee or consultant, in the one year prior to the termination of Participant’s employment with or service to any member of the Company Group, to leave the employment of the Restricted Group to become affiliated in any respect with a Competitor or otherwise be engaged in the Business; or (B) hire any such executive-level employee to become affiliated in any respect with a Competitor or otherwise be engaged in the Business and with whom Participant had material business contact in the one year prior to the termination of Participant’s employment with or service to the Company, who (x) was employed by the Restricted Group as of the date of Participant’s termination of employment with or service to the Company or any of its Affiliates or (y) left the employment of the Restricted Group within one year after the termination of Participant’s employment with or service to the Company or any of its Affiliates. (v) For purposes of this Agreement:

Non-Competition; Non-Solicitation. (a) Participant acknowledges and Executive recognizes the highly competitive nature that if she were to attempt to perform as an employee of a competitor of the businesses Company, there would be a genuine and inevitable threat that Executive would use or disclose Confidential Information. Therefore, and in consideration for Executive's employment by the Company under the terms provided in this Agreement and as a means to aid in the performance and enforcement of the Company terms of the confidentiality provisions of Paragraph 6(c), the Executive hereby agrees that during the period commencing on the date hereof and its Affiliates and accordingly agrees as follows: (i) During Participant’s ending on the date which is the first anniversary of the date on which the Executive's employment with the Company terminates (the "Noncompetition Period"), the Executive will not, without the express written consent of the Company, directly or service to indirectly, anywhere in the United States, engage in any activity which is, or participate or invest in, or provide or facilitate the provision of financing to, or assist (whether as owner, part-owner, shareholder, member, partner, director, officer, trustee, employee, agent or consultant, or in any other capacity), any business, organization or person other than the Company (or any subsidiary or affiliate of the Company), and including any such business, organization or person involving, or which is, a family member of the Executive, whose business, activities, products or services are competitive with any of the business, activities, products or services conducted or offered by the Company or its Affiliates (subsidiaries or affiliates during any period in which the “Employment Term”) and for a period that ends on the later of (A) one year following the date Participant ceases to be employed by Executive serves as an officer or in service to the Company or any of its Affiliates or (B) the last date any portion of the Award granted under this Agreement is eligible to vest if Participant ceases to be employed by the Company or any of its Affiliates as a result of the Participant’s Retirement (the “Restricted Period”), Participant shall not, whether on Participant’s own behalf or on behalf of or in conjunction with any person, firm, partnership, joint venture, association, corporation or other business organization, entity or enterprise whatsoever (“Person”), directly or indirectly solicit or assist in soliciting in competition with the Restricted Group in the Business, the business of any then current or prospective client or customer with whom Participant (or his direct reports) had personal contact or dealings on behalf employee of the Company or any of its Affiliates during the one-year period preceding Participant’s termination of employment subsidiaries or service. (ii) During the Restricted Periodaffiliates, Participant which business, activities, products and services shall not directly or indirectly: (A) engage include in the Business providing any event and without limitation consulting services in the nature of the services Participant provided regarding information systems relating to the Company at any time in the one year prior to the termination management of Participant’s employment or service, for a Competitor; (B) enter the employ of, or render any services to, a Competitor, except where such employment or services do not relate in any manner to the Business; (C) acquire a financial interest in, or otherwise become actively involved with, a Competitor, directly or indirectly, as an individual, partner, shareholder, officer, director, principal, agent, trustee or consultant; or (D) intentionally and adversely interfere with, or attempt to adversely interfere with, business relationships between the members of the Restricted Group and any of their clients, customers, suppliers, partners, members or investors. (iii) Notwithstanding anything to the contrary in this Appendix A, Participant may, directly or indirectly own, solely as an investment, securities of any Person engaged in a Business (including, without dental practices. Without implied limitation, a Competitorthe foregoing covenant shall be deemed to prohibit (a) which are publicly traded on a national hiring or regional stock exchange engaging or on the over-the-counter market if Participant (A) is not a controlling person of, attempting to hire or a member of a group which controls, such person and (B) does not, directly or indirectly, own 2% or more of any class of securities of such Person. (iv) During the Restricted Period, Participant shall not, whether on Participant’s own behalf engage for or on behalf of the Executive or in conjunction with any Person, directly such competitor any officer or indirectly: (A) solicit or encourage any executive-level employee of the Restricted Group, with whom Participant has had material business contact during the Employment Term or, if no longer an employee or consultant, in the one year prior to the termination of Participant’s employment with or service to any member of the Company Group, to leave the employment of the Restricted Group to become affiliated in any respect with a Competitor or otherwise be engaged in the Business; or (B) hire any such executive-level employee to become affiliated in any respect with a Competitor or otherwise be engaged in the Business and with whom Participant had material business contact in the one year prior to the termination of Participant’s employment with or service to the Company, who (x) was employed by the Restricted Group as of the date of Participant’s termination of employment with or service to the Company or any of its Affiliates direct and/or indirect subsidiaries and affiliates, or (y) left the employment any former employee of the Restricted Group within one year after Company and any of its direct and/or indirect subsidiaries and affiliates who was employed during the termination six (6) month period immediately preceding the date of Participant’s such attempt to hire or engage, (b) encouraging for or on behalf of the Executive or any such competitor any such officer or employee to terminate his or her relationship or employment with or service to the Company or any of its Affiliates. direct or indirect subsidiaries and affiliates, (vc) For purposes soliciting for or on behalf of this Agreement:Executive or any such competitor any client of the Company or any of its direct or indirect subsidiaries and affiliates, or any former client of the Company or any of its direct or indirect subsidiaries and affiliates who was a client during the six (6) month period immediately preceding the date of such solicitation and (d) diverting to

Non-Competition; Non-Solicitation. (a) Participant acknowledges and recognizes the highly competitive nature Employee will not, within a 10-mile radius of the businesses of any land owned, leased or operated by the Company and its Affiliates and accordingly agrees as follows: (i) During Participant’s employment with or service to the Company or its Affiliates (the “Employment Term”) and for a period that ends on the later of (A) one year following the date Participant ceases to be employed by or in service to the Company or any of its Affiliates or (B) the last date any portion of the Award granted under this Agreement is eligible to vest if Participant ceases to be employed by the Company or any of its Affiliates as a result of the Participant’s Retirement (the “Restricted PeriodCompetitive Area”), Participant shall not, whether on Participant’s own behalf or on behalf of or in conjunction with any person, firm, partnership, joint venture, association, corporation or other business organization, entity or enterprise whatsoever (“Person”), directly or indirectly solicit or assist in soliciting in competition with the Restricted Group in the Business, the business of any then current or prospective client or customer with whom Participant (or his direct reports) had personal contact or dealings on behalf of the Company or any of its Affiliates during the one-year period preceding Participant’s termination of employment or service. (ii) During the Restricted Period, Participant shall not directly or indirectly: (A) engage in the Business providing services in the nature of the services Participant provided to the Company at any time in during the one year period ending on the date two years after the date of this Agreement without the prior to written consent of the termination of Participant’s employment or service, for a Competitor; (B) enter the employ of, or render any services to, a Competitor, except where such employment or services do not relate in any manner to the Business; (C) acquire a financial interest in, or otherwise become actively involved with, a CompetitorCompany, directly or indirectly, whether for his own account or as an individuala shareholder, partner, shareholderjoint venturer, officeremployee, directorconsultant, principalinvestor, lender, advisor, and/or agent, trustee of any person or consultantbusiness entity: (1) Engage in activities or businesses that are substantially in competition with what the Company has engaged in or developed a plan (known to Employee) to pursue as of the date of this Agreement (“Competitive Activities”), including, without limitation (i) engaging in a business which involves the acquisition or development of oil or gas fields in the Competitive Area; (ii) soliciting any customer or prospective customer of the Company to purchase, use or engage in Competitive Activities in the Competitive Area, as applicable, from anyone other than the Company, as applicable; and (iii) assisting any person or entity in any way to do, or attempt to do, anything prohibited by clauses (i), (ii) or (iii) of this Subsection (1). Notwithstanding the foregoing, Employee may engage in activities involving the sale of oil to Shell or Plains Resources; or (D2) intentionally and adversely interfere with, or attempt to adversely interfere with, Establish any new business relationships between the members of the Restricted Group and any of their clients, customers, suppliers, partners, members or investorsthat engages in Competitive Activities. (iiib) Notwithstanding anything to Employee will not at any time during the contrary in this Appendix A, Participant may, directly or indirectly own, solely as an investment, securities of any Person engaged in a Business (including, without limitation, a Competitor) which are publicly traded on a national or regional stock exchange or period ending on the over-the-counter market if Participant (A) is not a controlling person of, or a member date one year after the date of a group which controls, such person and (B) does notthis Agreement without the prior written consent of the Company, directly or indirectly, whether for his own 2% account or more as a shareholder, partner, joint venturer, employee, consultant, investor, lender, advisor, and/or agent, of any class person or business entity, solicit, recruit or hire any employees of securities of such Person. (iv) During the Restricted PeriodCompany or persons who have worked for the Company, Participant shall not, whether on Participant’s own behalf or on behalf of or in conjunction with any Person, directly or indirectly: (A) solicit or encourage any executive-level employee of the Restricted Group, with whom Participant has had material business contact during the Employment Term or, if no longer an employee or consultant, in the one year prior to the termination of Participant’s employment with or service to any member of the Company Group, to leave the employment of the Restricted Group to become affiliated in any respect with a Competitor or otherwise be engaged in the Business; orCompany, as applicable. (Bc) hire Notwithstanding, the foregoing covenants will not be deemed breached by Employee as a result of the ownership by Employee of less than an aggregate of 1% of any class of stock of a corporation engaged, directly or indirectly, in Competitive Activities; provided that such executive-level employee to become affiliated stock is listed on a national securities exchange or is quoted on the NASDAQ National Market System. (d) Employee acknowledges that, in any respect with a Competitor or otherwise be engaged in the Business and with whom Participant had material business contact in the one year prior to the termination of Participant’s employment with or service to his former capacities at the Company, who (x) he was employed by an executive employee, with a significant ownership interest in, and access to the Restricted Group as confidential and trade secret information of the date of Participant’s termination of employment with or service Company; therefore, Employee agrees, the foregoing covenants are reasonable and necessary to protect the Company or any of its Affiliates or (y) left business, trade secrets, and the employment goodwill of the Restricted Group within one year after Company. In the termination event any such time limitation or the geographic scope of Participant’s employment with the foregoing covenants is deemed to be unreasonable by any court of competent jurisdiction, the limitation will be deemed reduced to such period or service to the Company or any of its Affiliatesarea that such court deems reasonable. (v) For purposes of this Agreement:

Non-Competition; Non-Solicitation. (a) Participant The Executive acknowledges that his employment with the Company will, of necessity, provide him with specialized, unique knowledge and recognizes confidential information and that, in light of the highly competitive nature of the businesses of Company's business, the Company could be harmed if such knowledge and its Affiliates and accordingly agrees as follows: (i) During Participant’s employment with or service to the Company or its Affiliates (the “Employment Term”) and for a period that ends on the later of (A) one year following the date Participant ceases to be employed by or in service to the Company or any of its Affiliates or (B) the last date any portion of the Award granted under this Agreement is eligible to vest if Participant ceases to be employed by the Company or any of its Affiliates as a result of the Participant’s Retirement (the “Restricted Period”), Participant shall not, whether on Participant’s own behalf or on behalf of or in conjunction with any person, firm, partnership, joint venture, association, corporation or other business organization, entity or enterprise whatsoever (“Person”), directly or indirectly solicit or assist in soliciting information were used in competition with the Restricted Group in the Business, the business of any then current or prospective client or customer with whom Participant (or his direct reports) had personal contact or dealings on behalf of Company. The Executive further acknowledges that the Company or any would not enter into this Agreement and undertake the substantial obligations under this Agreement without the Executive's agreement to the following provisions of its Affiliates during the one-year period preceding Participant’s termination of employment or service.this Section 6: (iia) During the Restricted Period, Participant shall not directly or indirectly: Period (Aas defined below) engage in the Business providing services in the nature of the services Participant provided to the Company at any time in the one year prior to the termination of Participant’s employment or service, for a Competitor; (B) enter the employ of, or render any services to, a Competitor, except where such employment or services do not relate in any manner to the Business; (C) acquire a financial interest in, or otherwise become actively involved with, a Competitorhe will not, directly or indirectly, as an individual, partner, shareholder, officer, director, principalstockholder, partner, associate, employee, consultant, owner, agent, trustee co-venturer or consultant; or (D) intentionally and adversely interfere withotherwise, become or attempt to adversely interfere withbe interested in or be associated with any other corporation, firm or business relationships between the members of the Restricted Group and any of their clients, customers, suppliers, partners, members or investors. (iii) Notwithstanding anything to the contrary in this Appendix A, Participant may, directly or indirectly own, solely as an investment, securities of any Person engaged in a Business (including, without limitation, a Competitor) which are publicly traded on a national or regional stock exchange or on any business that competes with the over-the-counter market if Participant (A) is not a controlling person of, or a member of a group which controls, such person and (B) does notCompany in the Southeast United States. The Executive's ownership, directly or indirectly, own 2% or of not more than three percent (3%) of the issued and outstanding stock of any class corporation or other entity, the shares of which are traded on a national securities exchange or the Nasdaq Stock Market, shall not in any event be deemed to be a violation of such Personthe provisions of this Section 6(a). (ivb) During the Restricted Period, Participant the Executive shall notnot call upon, whether on Participant’s own behalf solicit, divert or on behalf take away, or attempt to call upon, solicit, divert or take away, business of a type the same or in conjunction similar to the business as conducted by the Company prior to the date of termination of the Executive's employment with the Company from any Person, directly of the Customers of the Company upon whom he called or indirectly:whom he solicited or to whom he catered or with whom he became acquainted after entering the employ of the Company. (Ac) The Executive acknowledges and agrees that during the time of his employment with the Company, he will gain valuable information about the identity, qualifications and on-going performance of the employees of the Company. During the Restricted Period, the Executive shall not (i) hire, employ, offer employment to, or seek to hire, employ or offer employment to, any of the Company's senior level employees with whom he had contact prior to such termination of employment or (ii) solicit or encourage any executive-such senior level employee of to seek or accept employment with any other person or entity. (d) The Executive represents and warrants that the Restricted Groupknowledge, with whom Participant has had material business contact during the Employment Term or, if no longer an employee or consultantskills and abilities he currently possesses are sufficient to permit him, in the one year prior to the event of his termination of Participant’s employment with or service hereunder for any reason, to earn a livelihood satisfactory to himself without violating any member provision of this Agreement. (e) For the purposes of this Section 6, "Restriction Period" shall mean the period beginning on the date hereof and ending with: (i) in the case of a termination of the Company Group, to leave Executive's employment without Cause or the employment end of the Restricted Group to become affiliated in any respect with a Competitor or otherwise be engaged Severance Period; (ii) in the Businesscase of a termination of the Executive's employment for Cause, the first anniversary of such termination; (iii) in the case of a termination of the Executive's employment upon the expiration of the Term of Employment that results in the commencement of the Non-renewal Severance Period pursuant to Section 4(e) above, the end of the Non-renewal Severance Period; or (Biv) hire any such executive-level employee to become affiliated in any respect with a Competitor or otherwise be engaged in the Business and with whom Participant had material business contact in the one year prior to the case of a voluntary termination of Participant’s the Executive's employment with or service pursuant to the CompanySection 4(f) above, who (x) was employed by the Restricted Group as of the date of Participant’s termination of employment with or service such termination; provided, however, that within 10 days after the Executive announces his resignation from the Company the Company may notify the Executive that it will cause the Restriction Period to be 12 months and, in consideration for such period, the Company will pay to the Company or any of its Affiliates or (y) left the Executive, within 30 days after his employment of the Restricted Group within one year after the termination of Participant’s employment with or service terminates, an amount in cash equal to the annual Base Salary in effect at the time the Executive gives his notice of termination. Failure by the Company or any of its Affiliatesto timely make such payment will release the Executive from this obligation. (v) For purposes of this Agreement:

Non-Competition; Non-Solicitation. (a) Participant acknowledges and recognizes the highly competitive nature of the businesses of the Company and its Affiliates and accordingly agrees as follows: (i) During Participant’s employment with or service to the Company or its Affiliates (the “Employment Term”) and for a period that ends on the later of (A) one year following the date Participant ceases to be employed by or in service to the Company or any of its Affiliates Affiliate or (B) the last date any portion of the Award granted under this Agreement is eligible to vest if Participant ceases to be employed by the Company or any of its Affiliates Affiliate as a result of the Participant’s Retirement (the “Restricted Period”), Participant shall will not, whether on Participant’s own behalf or on behalf of or in conjunction with any person, firm, partnership, joint venture, association, corporation or other business organization, entity or enterprise whatsoever (“Person”), directly or indirectly solicit or assist in soliciting in competition with the Restricted Group in the Business, the business of any then current or prospective client or customer with whom Participant (or his direct reports) had personal contact or dealings on behalf of the Company or any of its Affiliates Affiliate during the one-year period preceding Participant’s termination of employment or serviceemployment. (ii) During the Restricted Period, Participant shall will not directly or indirectly: (A) engage in the Business providing services in the nature of the services Participant provided to the Company at any time in the one year prior to the termination of Participant’s employment or serviceemployment, for a Competitor; (B) enter the employ of, or render any services to, a Competitor, except where such employment or services do not relate in any manner to the Business; (C) acquire a financial interest in, or otherwise become actively involved with, a Competitor, directly or indirectly, as an individual, partner, shareholder, officer, director, principal, agent, trustee or consultant; or (D) intentionally and adversely interfere with, or attempt to adversely interfere with, business relationships between the members of the Restricted Group and any of their clients, customers, suppliers, partners, members or investors. (iii) Notwithstanding anything to the contrary in this Appendix A, Participant may, directly or indirectly own, solely as an investment, securities of any Person engaged in a Business (including, without limitation, a Competitor) which are publicly traded on a national or regional stock exchange or on the over-the-counter market if Participant (A) is not a controlling person of, or a member of a group which controls, such person and (B) does not, directly or indirectly, own 2% or more of any class of securities of such Person. (iv) During the Restricted Period, Participant shall will not, whether on Participant’s own behalf or on behalf of or in conjunction with any Person, directly or indirectly: (A) solicit or encourage any executive-level employee of the Restricted Group, with whom Participant has had material business contact during the Employment Term or, if no longer an employee or consultantemployee, in the one year prior to the termination of Participant’s employment with or service to any member of the Company Group, Group to leave the employment of the Restricted Group to become affiliated in any respect with a Competitor or otherwise be engaged in the Business; or (B) hire any such executive-level employee to become affiliated in any respect with a Competitor or otherwise be engaged in the Business and with whom Participant had material business contact in the one year prior to the termination of Participant’s employment with or service to the Company, who (x) was employed by the Restricted Group as of the date of Participant’s termination of employment with or service to the Company or any of its Affiliates Affiliate or (y) left the employment of the Restricted Group within one year after the termination of Participant’s employment with or service to the Company or any of its AffiliatesAffiliate. (v) For purposes of this Agreement:

Non-Competition; Non-Solicitation. (a) The Participant acknowledges and recognizes agrees that during the highly competitive nature period of the businesses of Participant’s Service with the Company and its Affiliates Affiliates, and accordingly agrees as followsfor a one (1) year period immediately following termination of such Service for any reason, the Participant shall not, without the advance written approval of the Company: (i) During Participant’s employment with directly or service to the Company or its Affiliates (the “Employment Term”) and for a period that ends on the later of (A) one year following the date Participant ceases to indirectly provide consultative services to, own, manage, operate, join, control, participate in, be engaged in, employed by or in service to the Company or be connected with, any of its Affiliates or (B) the last date any portion of the Award granted under this Agreement is eligible to vest if Participant ceases to be employed by the Company or any of its Affiliates as a result of the Participant’s Retirement (the “Restricted Period”)business, Participant shall notindividual, whether on Participant’s own behalf or on behalf of or in conjunction with any personpartner, firm, partnership, joint venture, association, corporation or other business organization, entity or enterprise whatsoever (“Person”), that directly or indirectly solicit or assist in soliciting in competition competes with the Restricted Group in the Business, the business of any then current or prospective client or customer with whom Participant (or his direct reports) had personal contact or dealings on behalf of the Company or any of its Affiliates during Subsidiaries, provided that notwithstanding the one-year period preceding foregoing, the mere “beneficial ownership” by the Participant’s termination , either individually or as a member of employment or service.a “group” (as such terms are used in Rule 13(d) issued under the Exchange Act) of not more than five percent (5%) of the voting stock of any public company shall not be deemed a violation of this Section 4(a)(i); (ii) During the Restricted Period, Participant shall not directly or indirectly: (A) indirectly engage in the Business providing services in the nature of the services Participant provided to the Company at any time in the one year prior to the termination of Participant’s employment recruiting, soliciting or service, for a Competitor; (B) enter the employ of, or render any services to, a Competitor, except where such employment or services do not relate in any manner to the Business; (C) acquire a financial interest in, or otherwise become actively involved with, a Competitor, directly or indirectly, as an individual, partner, shareholder, officer, director, principal, agent, trustee or consultant; or (D) intentionally and adversely interfere with, or attempt to adversely interfere with, business relationships between the members of the Restricted Group and any of their clients, customers, suppliers, partners, members or investors. (iii) Notwithstanding anything to the contrary in this Appendix A, Participant may, directly or indirectly own, solely as an investment, securities inducing of any Person engaged in a Business (including, without limitation, a Competitor) which are publicly traded on a national or regional stock exchange or on the over-the-counter market if Participant (A) is not a controlling person of, or a member of a group which controls, such person and (B) does not, directly or indirectly, own 2% or more of any class of securities of such Person. (iv) During the Restricted Period, Participant shall not, whether on Participant’s own behalf or on behalf of or in conjunction with any Person, directly or indirectly: (A) solicit or encourage any executive-level employee of the Restricted Group, with whom Participant has had material business contact during the Employment Term or, if no longer an nonclerical employee or consultant, in the one year prior to the termination employees of Participant’s employment with or service to any member of the Company Group, to leave the employment of the Restricted Group to become affiliated in any respect with a Competitor or otherwise be engaged in the Business; or (B) hire any such executive-level employee to become affiliated in any respect with a Competitor or otherwise be engaged in the Business and with whom Participant had material business contact in the one year prior to the termination of Participant’s employment with or service to the Company, who (x) was employed by the Restricted Group as of the date of Participant’s termination of employment with or service to the Company or any of its Affiliates Subsidiaries to terminate their employment with, or (y) left the employment of the Restricted Group within one year after the termination of Participant’s employment with or service to otherwise cease their relationship with, the Company or any of its Affiliates.Subsidiaries, or in hiring or assisting another person or entity to hire any employee of the Company or any of its Subsidiaries or any person who within the last six (6) months had been a nonclerical employee of the Company or any of its Subsidiaries; or (viii) For purposes directly or indirectly solicit, induce or encourage or attempt to persuade any agent, supplier or customer of this Agreement:the Company or any of its Subsidiaries to reduce or terminate such agency or business relationship.

Non-Competition; Non-Solicitation. (a) Participant acknowledges and recognizes Without prejudice to the highly competitive nature non-compete obligations set forth in Article 2390 of the businesses of the Company Italian Civil Code, as applicable, and its Affiliates and accordingly agrees as follows: (i) During Participant’s employment with or service to the Company non–compete and non-solicitation obligations that may be set forth in any other Applicable Law or its Affiliates agreement entered into by any of PS, PG, MB, LG, FR, or SE (the “Employment TermMinority Shareholders”) and for with any company of the Tinet Group, each of the Minority Shareholders covenants that if he/she voluntarily ceases employment with any company of the Tinet Group within a period that ends on the later of (A) one year 12 months following the date Participant ceases to be employed by or in service to the Company or any of its Affiliates or (B) the last date any portion of the Award granted under this Agreement is eligible to vest if Participant ceases to be employed by the Company or any of its Affiliates as a result of the Participant’s Retirement (the “Restricted Period”), Participant shall not, whether on Participant’s own behalf or on behalf of or in conjunction with any person, firm, partnership, joint venture, association, corporation or other business organization, entity or enterprise whatsoever (“Person”), directly or indirectly solicit or assist in soliciting in competition with the Restricted Group in the BusinessClosing Date, the business of any then current or prospective client or customer with whom Participant (or his direct reports) had personal contact or dealings on behalf of the Company or any of its Affiliates during the one-year period preceding Participant’s termination of employment or service. (ii) During the Restricted Period, Participant relevant Minority Shareholder shall not directly or indirectly: (A) engage in the Business providing services in the nature of the services Participant provided to the Company at any time in the one year prior to the termination of Participant’s employment or service, for a Competitor; (B) enter the employ of, or render any services to, a Competitor, except where such employment or services do not relate in any manner to the Business; (C) acquire a financial interest in, or otherwise become actively involved with, a Competitor, directly or indirectly, as an individual, partner, shareholder, officer, director, principal, agent, trustee or consultant; or (D) intentionally and adversely interfere with, or attempt to adversely interfere with, business relationships between the members of the Restricted Group and any of their clients, customers, suppliers, partners, members or investors. (iii) Notwithstanding anything to the contrary in this Appendix A, Participant may, directly or indirectly own, solely as an investment, securities of any Person engaged in a Business (including, without limitation, a Competitor) which are publicly traded on a national or regional stock exchange or on the over-the-counter market if Participant (A) is not a controlling person of, or a member of a group which controls, such person and (B) does not, directly or indirectly, own 2% and shall procure that his/her trusts, family members, corporations, entities or more other Persons controlled by him/her, shall not, for a period of 12 months after the date of the relevant Minority Shareholders’ cessation of employment with the relevant company of the Tinet Group: (i) carry on any class activity, or be engaged, concerned or interested, directly or indirectly, in the Territory with any Restricted Company, which competes with the Tinet Group Business in any capacity whatsoever, including as an officer, director, employee, agent, consultant, advisor, partner, co-venturer, shareholder or investor; and/or (ii) carry on any activity, or be engaged, concerned or interested, directly or indirectly, in any Person, which competes with the Tinet Group Business in the Territory in respect of securities which any other Minority Shareholder (as the case may be) carries on activities, is engaged, concerned or interested in, in each case in any capacity whatsoever, including as an officer, director employee, agent, consultant, advisor, partner, co-venturer, shareholder or investor; and/or (iii) induce or attempt to persuade any director, employee, agent, consultant, advisor partner or co-venturer (“consocio”) of the Buyer or any company of Tinet Group to terminate such office or employment, agency, consulting, advisory relationship or partnership or coventurer relationship in order to enter into any of such Person.relationships with any other Person competing with Tinet Group Business in the Territory; and/or (iv) During the Restricted Periodhire any director, Participant shall not, whether on Participant’s own behalf employee and agent or on behalf consultant of or in conjunction with any Person, directly or indirectly: (A) solicit or encourage any executive-level employee company of the Restricted Group, with whom Participant has had material business contact during the Employment Term or, if no longer an employee or consultant, Tinet Group in the one year prior to the termination of Participant’s employment with or service to any member of the Company Group, to leave the employment of the Restricted Group to become affiliated in any respect with a Competitor or otherwise be engaged in the BusinessTerritory; or (B) hire any such executive-level employee to become affiliated in any respect with a Competitor or otherwise be engaged in the Business and with whom Participant had material business contact in the one year prior to the termination of Participant’s employment with or service to the Company, who (x) was employed by the Restricted Group as of the date of Participant’s termination of employment with or service to the Company or any of its Affiliates or (y) left the employment of the Restricted Group within one year after the termination of Participant’s employment with or service to the Company or any of its Affiliates.and/or (v) For purposes solicit any customers of this Agreement:any company of Tinet Group in the Territory to enter into agreements with third parties with similar contents as the agreements entered into between any company of Tinet Group and the respective customers in the Territory.

Non-Competition; Non-Solicitation. (a) Participant acknowledges and recognizes the highly competitive nature of the businesses of the Company and its Affiliates and accordingly agrees as follows: (i) During Participant’s employment with or service to the Company or its Affiliates (the “Employment Term”) and for a period that ends on the later of (A) one year following the date Participant ceases to be employed by or in service to the Company or any of its Affiliates or (B) the last date any portion of the Award granted under this Agreement is eligible to vest if Participant ceases to be employed by the Company or any of its Affiliates as a result of the Participant’s Retirement (the “Restricted Period”), Participant shall will not, whether on Participant’s own behalf or on behalf of or in conjunction with any person, firm, partnership, joint venture, association, corporation or other business organization, entity or enterprise whatsoever (“Person”), directly or indirectly solicit or assist in soliciting in competition with the Restricted Group in the Business, the business of any then current or prospective client or customer with whom Participant (or his direct reports) had personal contact or dealings on behalf of the Company or any of its Affiliates during the one-year period preceding Participant’s termination of employment or serviceemployment. (ii) During the Restricted Period, Participant shall will not directly or indirectly: (A) engage in the Business providing services in the nature of the services Participant provided to the Company at any time in the one year prior to the termination of Participant’s employment or serviceemployment, for a Competitor; (B) enter the employ of, or render any services to, a Competitor, except where such employment or services do not relate in any manner to the Business; (C) acquire a financial interest in, or otherwise become actively involved with, a Competitor, directly or indirectly, as an individual, partner, shareholder, officer, director, principal, agent, trustee or consultant; or (D) intentionally and adversely interfere with, or attempt to adversely interfere with, business relationships between the members of the Restricted Group and any of their clients, customers, suppliers, partners, members or investors. (iii) Notwithstanding anything to the contrary in this Appendix A, Participant may, directly or indirectly own, solely as an investment, securities of any Person engaged in a Business (including, without limitation, a Competitor) which are publicly traded on a national or regional stock exchange or on the over-the-counter market if Participant (A) is not a controlling person of, or a member of a group which controls, such person and (B) does not, directly or indirectly, own 2% or more of any class of securities of such Person. (iv) During the Restricted Period, Participant shall will not, whether on Participant’s own behalf or on behalf of or in conjunction with any Person, directly or indirectly: (A) solicit or encourage any executive-level employee of the Restricted Group, with whom Participant has had material business contact during the Employment Term or, if no longer an employee or consultantemployee, in the one year prior to the termination of Participant’s employment with or service to any member of the Company Group, or any of its Subsidiaries to leave the employment of the Restricted Group to become affiliated in any respect with a Competitor or otherwise be engaged in the Business; or (B) hire any such executive-level employee to become affiliated in any respect with a Competitor or otherwise be engaged in the Business and with whom Participant had material business contact in the one year prior to the termination of Participant’s employment with or service to the Company, who (x) was employed by the Restricted Group as of the date of Participant’s termination of employment with or service to the Company or any of its Affiliates Affiliate or (y) left the employment of the Restricted Group within one year after the termination of Participant’s employment with or service to the Company or any of its Affiliates. (v) For purposes of this Agreement:

Non-Competition; Non-Solicitation. (a) Participant acknowledges Arnost hereby agrees and recognizes covenants that during the highly competitive nature of the businesses of the Company and its Affiliates and accordingly agrees as follows: (i) During Participant’s employment with or service to the Company or its Affiliates (the “Employment Term”) and for a period Term hereof that ends on the later of (A) one year following the date Participant ceases to be employed by or in service to the Company or any of its Affiliates or (B) the last date any portion of the Award granted under this Agreement is eligible to vest if Participant ceases to be employed by the Company or any of its Affiliates as a result of the Participant’s Retirement (the “Restricted Period”), Participant shall not, whether on Participant’s own behalf or on behalf of or in conjunction with any person, firm, partnership, joint venture, association, corporation or other business organization, entity or enterprise whatsoever (“Person”), he will not directly or indirectly solicit or assist in soliciting in competition with the Restricted Group in the Business, the business of any then current or prospective client or customer with whom Participant (or his direct reports) had personal contact or dealings on behalf of the Company or any of its Affiliates during the one-year period preceding Participant’s termination of employment or service. (ii) During the Restricted Period, Participant shall not directly or indirectly: (A) engage in the Business providing services in the nature of the services Participant provided to the Company at any time in the one year prior to the termination of Participant’s employment or service, for a Competitor; become interested (B) enter the employ of, or render any services to, a Competitor, except where such employment or services do not relate in any manner to the Business; (C) acquire a financial interest in, or otherwise become actively involved with, a Competitor, directly or indirectly, whether as an individual, partner, shareholder, officer, directorowner, principal, agent, trustee stockholder, member, partner, trustee, venturer, lender or consultant; or (Dother investor, director, officer, employee, consultant or through the agency of any corporation, limited liability company, partnership, association or agent or otherwise) intentionally and adversely interfere with, or attempt to adversely interfere with, in any business relationships between enterprise which is engaged in the members current business of the Restricted Group and any Company during the Term; provided, however, that ownership of their clients, customers, suppliers, partners, members or investors. (iii) Notwithstanding anything to not more than 15% of the contrary in this Appendix A, Participant may, directly or indirectly own, solely as an investment, outstanding securities of any Person engaged in a Business (including, without limitation, a Competitor) which class of any entity that are publicly traded listed on a national or regional stock securities exchange or on traded in the over-the-counter market if Participant (A) is shall not be considered a controlling person of, or a member breach of a group which controls, such person and (B) does not, directly or indirectly, own 2% or more of any class of securities of such Personthis Section 7. (ivb) During Arnost agrees and covenants that during the Restricted Period, Participant shall not, whether on Participant’s own behalf or on behalf Term hereof he and his agents will not (without first obtaining the written permission of or in conjunction with any Person, Company) directly or indirectly: (A) solicit or encourage indirectly participate in the solicitation of any executive-level employee business of the Restricted Group, with whom Participant has had material business contact any type conducted by Company during the Employment Term orperiod of this Agreement from any person or entity which was a client or customer of Company during the period of this Agreement, if no longer an employee or consultant, in was a prospective customer of Company from which Arnost solicited business or for which a proposal for submission was prepared during the one year prior to the termination of Participant’s employment with or service to any member of the Company Group, to leave the employment of the Restricted Group to become affiliated in any respect with a Competitor or otherwise be engaged in the Business; or (B) hire any such executive-level employee to become affiliated in any respect with a Competitor or otherwise be engaged in the Business and with whom Participant had material business contact in the one year prior to the termination of Participant’s employment with or service to the Company, who (x) was employed by the Restricted Group as of the date of Participant’s termination of employment with or service to the Company or any of its Affiliates or (y) left the employment of the Restricted Group within one year after the termination of Participant’s employment with or service to the Company or any of its Affiliatesperiod. (vc) For purposes Arnost agrees and covenants that during the Term of this Agreement:Agreement he will not (without first obtaining the written permission of Company) directly or indirectly recruit for employment, or induce or seek to cause such person to terminate his or her employment with Company, any person who then is an employee of Company or who was an employee of Company during the preceding six (6) months.

Non-Competition; Non-Solicitation. 1 (a) Participant acknowledges and recognizes the highly competitive nature of the businesses of the Company and its Affiliates and accordingly agrees as follows: (i) During Participant’s employment with or service to the Company or its Affiliates (the “Employment Term”) and for a period that ends on the later of (A) one year following the date Participant ceases to be employed by or in service to the Company or any of its Affiliates or (B) the last date any portion of the Award granted under this Agreement is eligible to vest if Participant ceases to be employed by the Company or any of its Affiliates as a result of the Participant’s Retirement (the “Restricted Period”), Participant shall not, whether on Participant’s own behalf or on behalf of or in conjunction with any person, firm, partnership, joint venture, association, corporation or other business organization, entity or enterprise whatsoever (“Person”), directly or indirectly solicit or assist in soliciting in competition with the Restricted Group in the Business, the business of any then current or prospective client or customer with whom Participant (or his direct reports) had personal contact or dealings on behalf of the Company or any of its Affiliates during the one-year period preceding Participant’s termination of employment or service. (ii) During the Restricted Period, Participant shall not directly or indirectly: (A) engage in the Business providing services in the nature of the services Participant provided to the Company at any time in the one year prior to the termination of Participant’s employment or service, for a Competitor; (B) enter the employ of, or render any services to, a Competitor, except where such employment or services do not relate in any manner to the Business; (C) acquire a financial interest in, or otherwise become actively involved with, a Competitor, directly or indirectly, as an individual, partner, shareholder, officer, director, principal, agent, trustee or consultant; or (D) intentionally and adversely interfere with, or attempt to adversely interfere with, business relationships between the members of the Restricted Group and any of their clients, customers, suppliers, partners, members or investors. (iii) Notwithstanding anything to the contrary in this Appendix A, Participant may, directly or indirectly own, solely as an investment, securities of any Person engaged in a Business (including, without limitation, a Competitor) which are publicly traded on a national or regional stock exchange or on the over-the-counter market if Participant (A) is not a controlling person of, or a member of a group which controls, such person and (B) does not, directly or indirectly, own 2% or more of any class of securities of such Person. 1 In compliance with California Business and Professions Code Section 16600.1, Section 1 of this Appendix A, with the exception of Section 1(a)(iv)(A), shall not apply to any Participant that is a resident of the state of California (a “California Resident”). The Company will not attempt to enforce Section 1 of this Appendix A, other than Section 1(a)(iv)(A) thereof, if the Participant is a California Resident. (iv) During the Restricted Period, Participant shall not, whether on Participant’s own behalf or on behalf of or in conjunction with any Person, directly or indirectly: (A) solicit or encourage any executive-level employee of the Restricted Group, with whom Participant has had material business contact during the Employment Term or, if no longer an employee or consultant, in the one year prior to the termination of Participant’s employment with or service to any member of the Company Group, to leave the employment of the Restricted Group to become affiliated in any respect with a Competitor or otherwise be engaged in the Business; or (B) hire any such executive-level employee to become affiliated in any respect with a Competitor or otherwise be engaged in the Business and with whom Participant had material business contact in the one year prior to the termination of Participant’s employment with or service to the Company, who (x) was employed by the Restricted Group as of the date of Participant’s termination of employment with or service to the Company or any of its Affiliates or (y) left y)left the employment of the Restricted Group within one year after the termination of Participant’s employment with or service to the Company or any of its Affiliates. (v) For purposes of this Agreement:

Non-Competition; Non-Solicitation. (a) Participant acknowledges Beginning on the Closing Date and recognizes continuing until five years thereafter or, in the highly competitive nature case of the businesses of the Company and its Affiliates and accordingly agrees as follows: (i) During Participant’s employment with or service to the Company or its Affiliates (the “Employment Term”) and for a period that ends on the later of (A) Owner, until one year following the date Participant ceases to be employed by termination for any reason of her employment with the Buyer or in service to any of its Affiliates, whichever is later, neither the Company or any of its Affiliates or the Owner will (Bwhether directly or indirectly, through any Affiliate or other Person, or in the name or on behalf of Affiliate or other Person, whether acting as an officer, director, shareholder, owner, partner, member, trustee, beneficiary, employee, promoter, consultant, technical adviser, agent, lender, manager or otherwise or as the assign of any such Person): (i) compete with the last date Buyer or its Affiliates in, or otherwise engage in, any portion aspect of the Award granted under this Agreement Business, or any business similar to the Business, at locations in the Geographic Area, or from outside of the Geographic Area into the Geographic Area; (ii) divert or attempt to divert, solicit or attempt to solicit, interfere with or attempt to interfere with, take away or attempt to take away, or accept work or activities relating or similar to the work or activities conducted by the Business from any Existing Customer within the Geographic Area, or from outside the Geographic Area into the Geographic Area; or (iii) solicit for employment, or induce to leave the employ of the Buyer, any Person who is, or within the six months prior thereto was, an employee of the Buyer working in the Business (including any Transferred Employee) (a “Protected Employee”), or hire any Person who is eligible known by the Company or any Affiliate of the Company to vest if Participant ceases be, or within the six months prior thereto to be employed have been, a Protected Employee. In the event of a breach by the Company or any of its Affiliates as a result or by the Owner of the Participant’s Retirement (the “Restricted Period”), Participant shall not, whether on Participant’s own behalf or on behalf of or any covenant set forth in conjunction with any person, firm, partnership, joint venture, association, corporation or other business organization, entity or enterprise whatsoever (“Person”), directly or indirectly solicit or assist in soliciting in competition with the Restricted Group in the Businessthis Section 6.9, the business term of any then current or prospective client or customer with whom Participant (or his direct reports) had personal contact or dealings on behalf of such covenant will be extended for the Company or any and all of its Affiliates during and for the one-year Owner by the period preceding Participant’s termination of employment or servicethe duration of such breach. (iib) During The Company and the Restricted PeriodOwner acknowledge that the periods of restriction, Participant shall not directly or indirectly: (A) engage in the Business providing services in geographical areas of restriction and the nature restraints imposed by the provisions of this Section 6.9 are fair and reasonably required for the protection of the services Participant provided Buyer and the Business. If a final Order declares that any term or provision of this Section 6.9 is invalid or unenforceable, the Parties agree that the Governmental Entity making the determination of invalidity or unenforceability will have the power to reduce the scope, duration or area of the term or provision, to delete specific words or phrases or to replace any invalid or unenforceable term or provision with a term or provision that is valid and enforceable and that comes closest to expressing the intention of the invalid or unenforceable term or provision, and this Agreement will be enforceable against the parties as so modified. The Company and the Owner agree that any violation of the covenants contained in this Section 6.9 will cause irreparable damage to the Buyer; therefore, in addition to any other remedies the Buyer may have under this Agreement or otherwise, the Buyer will be entitled to an injunction from any court of competent jurisdiction restraining the Company at any time in and its Affiliates and/or the one year prior to the termination of Participant’s employment or service, for a Competitor; (B) enter the employ of, or render any services to, a Competitor, except where such employment or services do not relate in any manner to the Business; (C) acquire a financial interest in, or otherwise become actively involved with, a Competitor, directly or indirectlyOwner, as an individualapplicable, partner, shareholder, officer, director, principal, agent, trustee from committing or consultant; or (D) intentionally and adversely interfere with, or attempt to adversely interfere with, business relationships between the members continuing any violation of the Restricted Group and any of their clients, customers, suppliers, partners, members or investors. (iii) Notwithstanding anything to the contrary in this Appendix A, Participant may, directly or indirectly own, solely as an investment, securities of any Person engaged in a Business (includingSection 6.9, without limitation, a Competitor) which are publicly traded on a national the requirement of posting any bond or regional stock exchange or on the over-the-counter market if Participant (A) is not a controlling person of, or a member of a group which controls, such person and (B) does not, directly or indirectly, own 2% or more of any class of securities of such Personother indemnity. (iv) During the Restricted Period, Participant shall not, whether on Participant’s own behalf or on behalf of or in conjunction with any Person, directly or indirectly: (A) solicit or encourage any executive-level employee of the Restricted Group, with whom Participant has had material business contact during the Employment Term or, if no longer an employee or consultant, in the one year prior to the termination of Participant’s employment with or service to any member of the Company Group, to leave the employment of the Restricted Group to become affiliated in any respect with a Competitor or otherwise be engaged in the Business; or (B) hire any such executive-level employee to become affiliated in any respect with a Competitor or otherwise be engaged in the Business and with whom Participant had material business contact in the one year prior to the termination of Participant’s employment with or service to the Company, who (x) was employed by the Restricted Group as of the date of Participant’s termination of employment with or service to the Company or any of its Affiliates or (y) left the employment of the Restricted Group within one year after the termination of Participant’s employment with or service to the Company or any of its Affiliates. (v) For purposes of this Agreement:

Non-Competition; Non-Solicitation. (a) The Participant acknowledges and recognizes the highly competitive nature of the businesses of the Company and its Affiliates Group and accordingly agrees as follows: (i) During the Participant’s employment with or service to the Company or its Affiliates Group (the “Employment Term”) and for a period that ends on the later to occur of (A) one year following the date Participant ceases to be employed by or in service to first anniversary of the Company or any of its Affiliates Termination Date or (B) the last date day on which any portion of the Award granted under this Agreement is eligible to vest if the Participant ceases to be employed by the Company or any of its Affiliates Group as a result of the Participant’s Retirement (such period, the “Restricted Period”), the Participant shall will not, whether on the Participant’s own behalf or on behalf of or in conjunction with any person, firm, partnership, joint venture, association, corporation or other business organization, entity or enterprise whatsoever (“Person”), directly or indirectly solicit or assist in soliciting in competition with away from the Restricted Group in the Business, Company the business of any then current or prospective client or customer with whom the Participant (or his or her direct reports) had personal contact or dealings on behalf of the Company or any of its Affiliates about whom the Participant had access to Confidential Information during the one-year period preceding Participant’s termination of employment or servicethe Termination Date. (ii) During the Restricted Period, the Participant shall will not directly or indirectly: (A) engage in the Business providing services in the nature of the services the Participant provided to any member of the Company Group at any time in the one year prior to the termination of Participant’s employment or serviceTermination Date, for a CompetitorCompetitor (as defined below) in the Restricted Area (as defined below); (B) enter the employ of, or render any services to, a CompetitorCompetitor in the Restricted Area that are in the nature of the services the Participant provided to the Company at any time in the one (1) year prior to the Termination Date, except where such employment or services do not relate in any manner to the Business; (C) acquire a financial interest in, or otherwise become actively involved with, a CompetitorCompetitor in the Restricted Area, directly or indirectly, as an individual, partner, shareholder, officer, director, principal, agent, trustee or consultant; or (D) intentionally and adversely interfere with, or attempt to adversely interfere with, business relationships between the members of the Restricted Company Group and any of their clients, customers, suppliers, partners, members or investors. (iii) Notwithstanding anything to the contrary in this Appendix A, the Participant may, directly or indirectly own, solely as an investment, securities of any Person engaged in a Business (including, without limitation, a Competitor) which are publicly traded on a national or regional stock exchange or on the over-the-counter market if the Participant (A) is not a controlling person Person of, or a member of a group which controls, such person Person and (B) does not, directly or indirectly, own 2% or more of any class of securities of such Person. (iv) During the Restricted Period, the Participant shall will not, whether on the Participant’s own behalf or on behalf of or in conjunction with any Person or entity, directly or indirectly solicit or encourage any employee of the Company Group with whom the Participant (or his or her direct reports) had personal contact or dealings on behalf of the Company or about whom the Participant had access to Confidential Information during the one-year period preceding the Termination Date to leave the employment of the Company Group or hire any employee who was employed by the Company Group as of the Termination Date, provided that this prohibition does not apply to (i) administrative personnel employed by the Company or (ii) any Company employee who is hired away from the Company as a result of responding to a generic job posting on a website or in a newspaper or periodical of general circulation, without any involvement or encouragement by the Participant. (v) During the Restricted Period, the Participant will not, whether on the Participant’s own behalf or on behalf of or in conjunction with any Person, directly or indirectly: (A) solicit or and intentionally encourage any executive-level employee of the Restricted Group, with whom Participant has had material business contact during the Employment Term or, if no longer an employee or consultant, in the one year prior to the termination of Participant’s employment with or service to any member consultant of the Company Group, to leave the employment of the Restricted Group to become affiliated in any respect cease working with a Competitor or otherwise be engaged in the Business; or (B) hire any such executive-level employee to become affiliated in any respect with a Competitor or otherwise be engaged in the Business and with whom Participant had material business contact in the one year prior to the termination of Participant’s employment with or service to the Company, who (x) was employed by the Restricted Group as of the date of Participant’s termination of employment with or service to the Company or any of its Affiliates or (y) left the employment of the Restricted Group within one year after the termination of Participant’s employment with or service to the Company or any of its Affiliates. (vvi) For purposes of this Agreement:

Non-Competition; Non-Solicitation. (a) Participant acknowledges Buther hereby agrees and recognizes covenants that during the highly competitive nature of the businesses of the Company and its Affiliates and accordingly agrees as follows: (i) During Participant’s employment with or service to the Company or its Affiliates (the “Employment Term”) Term hereof and for a period of six (6) months thereafter that ends on the later of (A) one year following the date Participant ceases to be employed by or in service to the Company or any of its Affiliates or (B) the last date any portion of the Award granted under this Agreement is eligible to vest if Participant ceases to be employed by the Company or any of its Affiliates as a result of the Participant’s Retirement (the “Restricted Period”), Participant shall not, whether on Participant’s own behalf or on behalf of or in conjunction with any person, firm, partnership, joint venture, association, corporation or other business organization, entity or enterprise whatsoever (“Person”), he will not directly or indirectly solicit or assist in soliciting in competition with the Restricted Group in the Business, the business of any then current or prospective client or customer with whom Participant (or his direct reports) had personal contact or dealings on behalf of the Company or any of its Affiliates during the one-year period preceding Participant’s termination of employment or service. (ii) During the Restricted Period, Participant shall not directly or indirectly: (A) engage in the Business providing services in the nature of the services Participant provided to the Company at any time in the one year prior to the termination of Participant’s employment or service, for a Competitor; become interested (B) enter the employ of, or render any services to, a Competitor, except where such employment or services do not relate in any manner to the Business; (C) acquire a financial interest in, or otherwise become actively involved with, a Competitor, directly or indirectly, whether as an individual, partner, shareholder, officer, directorowner, principal, agent, trustee stockholder, member, partner, trustee, venturer, lender or consultant; or (Dother investor, director, officer, employee, consultant or through the agency of any corporation, limited liability company, partnership, association or agent or otherwise) intentionally and adversely interfere with, or attempt to adversely interfere with, in any business relationships between enterprise which is engaged in the members current business of the Restricted Group and any Company during the Term, it being agreed that the current business of their clientsthe Company is the rental of surgical equipment to healthcare providers on a per procedure basis; provided, customershowever, suppliers, partners, members or investors. (iii) Notwithstanding anything to that ownership of not more than 5% of the contrary in this Appendix A, Participant may, directly or indirectly own, solely as an investment, outstanding securities of any Person engaged in a Business (including, without limitation, a Competitor) which class of any entity that are publicly traded listed on a national or regional stock securities exchange or on traded in the over-the-counter market if Participant (A) is shall not be considered a controlling person of, or a member breach of a group which controls, such person and (B) does not, directly or indirectly, own 2% or more of any class of securities of such Personthis Section 9. (ivb) During Buther agrees and covenants that during the Restricted PeriodTerm hereof and for a period of six (6) months immediately thereafter, Participant shall not, whether on Participant’s own behalf or on behalf he and his agents will not (without first obtaining the written permission of or in conjunction with any Person, Company) directly or indirectly: (A) solicit or encourage indirectly participate in the solicitation of any executive-level employee business of the Restricted Group, with whom Participant has had material business contact any type conducted by Company during the Employment Term orperiod of this Agreement from any person or entity which was a client or customer of Company during the period of this Agreement, if no longer an employee or consultant, in was a prospective customer of Company from which Buther solicited business or for which a proposal for submission was prepared during the one year prior to the termination of Participant’s employment with or service to any member of the Company Group, to leave the employment of the Restricted Group to become affiliated in any respect with a Competitor or otherwise be engaged in the Business; or (B) hire any such executive-level employee to become affiliated in any respect with a Competitor or otherwise be engaged in the Business and with whom Participant had material business contact in the one year prior to the termination of Participant’s employment with or service to the Company, who (x) was employed by the Restricted Group as of the date of Participant’s termination of employment with or service to the Company or any of its Affiliates or (y) left the employment of the Restricted Group within one year after the termination of Participant’s employment with or service to the Company or any of its Affiliatesperiod. (vc) For purposes Buther agrees and covenants that during the Term and for a period of six (6) months following this Agreement he will not (without first obtaining the written permission of Company) directly or indirectly recruit for employment, or induce or seek to cause such person to terminate his or her employment with Company, any person who then is an employee of Company or who was an employee of Company during the preceding six (6) months; provided, however that the provisions of this Agreement:Section 9 shall not apply to Bruce J. Haber or Fran Barr.

Non-Competition; Non-Solicitation. (a) i. Participant acknowledges and recognizes the highly competitive nature of the businesses of the Company and its Affiliates Group and accordingly agrees as follows: (i) 1. During the Participant’s employment with or service to the Company or its Affiliates Group (the “Employment Term”) and for a period that ends on the later to occur of (A) one year following the date Participant ceases to be employed by or in service to first anniversary of the Company or any of its Affiliates Termination Date or (B) the last date day on which any portion of the Award granted under this Agreement is eligible to vest if Participant ceases to be employed by the Company or any of its Affiliates Group as a result of the Participant’s Retirement (such period, the “Restricted Period”), Participant shall will not, whether on Participant’s own behalf or on behalf of or in conjunction with any person, firm, partnership, joint venture, association, corporation or other business organization, entity or enterprise whatsoever (“Person”), directly or indirectly solicit or assist in soliciting in competition with away from the Restricted Group in the Business, Company the business of any then current or prospective client or customer with whom Participant (or his or her direct reports) had personal contact or dealings on behalf of the Company or any of its Affiliates during the one-year period preceding Participant’s termination of employment or servicethe Termination Date. (ii) 2. During the Restricted Period, Participant shall will not directly or indirectly: (A) a. engage in the Business providing services in the nature of the services Participant provided to any member of the Company Group at any time in the one year prior to the termination of Participant’s employment or serviceTermination Date, for a CompetitorCompetitor (as defined below) in the Restricted Area (as defined below); (B) b. enter the employ of, or render any services to, a CompetitorCompetitor in the Restricted Area, except where such employment or services do not relate in any manner to the Business; (C) c. acquire a financial interest in, or otherwise become actively involved with, a CompetitorCompetitor in the Restricted Area, directly or indirectly, as an individual, partner, shareholder, officer, director, principal, agent, trustee or consultant; or (D) d. intentionally and adversely interfere with, or attempt to adversely interfere with, business relationships between the members of the Restricted Company Group and any of their clients, customers, suppliers, partners, members or investors. (iii) 3. Notwithstanding anything to the contrary in this Appendix A, Participant may, directly or indirectly own, solely as an investment, securities of any Person engaged in a Business (including, without limitation, a Competitor) which are publicly traded on a national or regional stock exchange or on the over-the-counter market if Participant (A) is not a controlling person of, or a member of a group which controls, such person and (B) does not, directly or indirectly, own 2% or more of any class of securities of such Person. (iv) 4. During the Restricted Period, Participant shall will not, whether on Participant’s own behalf or on behalf of or in conjunction with any PersonPerson or entity, directly or indirectly: (A) indirectly solicit or encourage any executive-level employee of the Restricted Group, with whom Participant has had material business contact during the Employment Term or, if no longer an employee or consultant, in the one year prior to the termination of Participant’s employment with or service to any member of the Company Group, Group to leave the employment of the Restricted Company Group to become affiliated in any respect with a Competitor or otherwise be engaged in the Business; or (B) hire any such executive-level employee to become affiliated in any respect with a Competitor or otherwise be engaged in the Business and with whom Participant had material business contact in the one year prior to the termination of Participant’s employment with or service to the Company, who (x) was employed by the Restricted Company Group as of the date of Participant’s termination of employment with or service Termination Date, provided that this prohibition does not apply to (i) administrative personnel employed by the Company or (ii) any Company employee who is hired away from the Company as a result of its Affiliates responding to a generic job posting on a website or (y) left in a newspaper or periodical of general circulation, without any involvement or encouragement by Participant. 5. During the employment Restricted Period, the Participant will not, whether on the Participant’s own behalf or on behalf of or in conjunction with any Person, directly and intentionally encourage any consultant of the Restricted Group within one year after Company to cease working with the termination of Participant’s employment with or service to the Company or any of its AffiliatesCompany. (v) 6. For purposes of this Agreement:

Non-Competition; Non-Solicitation. (a) Participant Executive acknowledges and recognizes the highly competitive nature of the businesses of the Company and its Affiliates affiliates and accordingly agrees as follows: (i) During Participant’s employment with or service to the Company or its Affiliates Restricted Period (the “Employment Term”) and for a period that ends on the later of (A) one year following the date Participant ceases to be employed by or in service to the Company or any of its Affiliates or (B) the last date any portion of the Award granted under this Agreement is eligible to vest if Participant ceases to be employed by the Company or any of its Affiliates as a result of the Participant’s Retirement (the “Restricted Period”defined below), Participant shall Executive will not, whether on ParticipantExecutive’s own behalf or on behalf of or in conjunction with any person, firm, partnership, joint venture, association, corporation or other business organization, entity or enterprise whatsoever (“Person”), directly or indirectly solicit or assist in soliciting in competition with the Restricted Group in the Business, the business of any then current or prospective client or customer with whom Participant (or his direct reports) had personal contact or dealings on behalf of the Company or any of its Affiliates during the one-year period preceding Participant’s termination of employment or service. (ii) During the Restricted Period, Participant shall not directly or indirectly: (A) engage engage, in a competitive capacity, in any business that competes with the Company’s business in the Business providing services athletic specialty and/or sporting goods retail industry (a “Competitive Business”) in the nature of the services Participant provided to the Company at any time in the one year prior to the termination of Participant’s employment or service, for a CompetitorUnited States; (B) in a competitive capacity, enter the employ of, or render any services to, or enter into any contractual agreement or relationship with any Person (or any division or controlled or controlling affiliate of any Person) that engages in a Competitor, except where such employment or services do not relate in any manner to the Competitive Business; (C) acquire a financial interest in, or otherwise become actively involved with, a Competitorany Competitive Business, directly or indirectly, as an individual, partner, shareholder, officer, director, principal, agent, trustee or consultantconsultant or transfer any business to, or in any other way facilitate any other Person’s ability to engage in a Competitive Business; or (D) intentionally and adversely interfere with, or attempt to adversely interfere with, business relationships (whether formed before, on or after the date of this Agreement) between the members of the Restricted Group and Company or any of their clients, its affiliates and its customers, suppliers, partners, members investors or investorsvendors. (iiiii) Notwithstanding anything to the contrary in this Appendix AAgreement, Participant Executive may, directly or indirectly own, solely as an investment, securities of any Person engaged in a Competitive Business (including, without limitation, a Competitor) which that are publicly traded on a national or regional stock exchange or on the over-the-counter market if Participant Executive (Ai) is not a controlling person Person of, or a member of a group which that controls, such person Person and (Bii) does not, directly or indirectly, own 25% or more of any class of securities of such Person. (iviii) During the Restricted Period, Participant Executive shall not, whether on ParticipantExecutive’s own behalf or on behalf of or in conjunction with any Person, directly or indirectly: (A) solicit or encourage any executive-level employee of the Restricted Group, with whom Participant has had material business contact during the Employment Term or, if no longer an employee Company or consultant, in the one year prior to the termination of Participant’s employment with or service to any member of the Company Group, its affiliates to leave the employment of the Restricted Group to become affiliated in any respect with a Competitor Company or otherwise be engaged in the Businessits affiliates; or (B) hire any such executive-level employee to become affiliated in any respect with a Competitor or otherwise be engaged in the Business and with whom Participant had material business contact in the one year prior to the termination of Participant’s employment with or service to the Company, who (x) was employed by the Restricted Group Company or its affiliates as of the date of ParticipantExecutive’s termination of employment with or service to the Company or any of its Affiliates or (y) who left the employment of the Restricted Group Company or its affiliates coincident with, or within one year after prior to or after, the termination of ParticipantExecutive’s employment with or service to the Company or any of its AffiliatesCompany. (vb) It is expressly understood and agreed that although Executive and the Company consider the restrictions contained in this Section 8 to be reasonable, if a final judicial determination is made by a court of competent jurisdiction that the time or territory or any other restriction contained in this Agreement is an unenforceable restriction against Executive, the provisions of this Agreement shall not be rendered void but shall be deemed amended to apply as to such maximum time and territory and to such maximum extent as such court may judicially determine or indicate to be enforceable. Alternatively, if any court of competent jurisdiction finds that ally restriction contained in this Agreement is unenforceable, and such restriction cannot be amended so as to make it enforceable, such finding shall not affect the enforceability of any of the other restrictions contained herein. (c) For purposes of this Agreement:, “Restricted Period” shall mean the period commencing on the Effective Date and ending (i) 12 months following the Termination Date if Executive’s employment with the Company terminates under the circumstances described in Section 7(c) or Section 7(e), (ii) 24 months following the Termination Date if Executive’s employment with the Company terminates under the circumstances described in Section 7(d)(iii), or (iii) upon the date Executive ceases to be employed by the Company for any other reason.

Non-Competition; Non-Solicitation. (a) Participant Executive acknowledges and recognizes the highly competitive nature of the businesses of the Company and its Affiliates affiliates and accordingly agrees as follows: (i) During Participant’s employment with or service to the Company or its Affiliates Restricted Period (the “Employment Term”) and for a period that ends on the later of (A) one year following the date Participant ceases to be employed by or in service to the Company or any of its Affiliates or (B) the last date any portion of the Award granted under this Agreement is eligible to vest if Participant ceases to be employed by the Company or any of its Affiliates as a result of the Participant’s Retirement (the “Restricted Period”defined below), Participant shall Executive will not, whether on ParticipantExecutive’s own behalf or on behalf of or in conjunction with any person, firm, partnership, joint venture, association, corporation or other business organization, entity or enterprise whatsoever (“Person”), directly or indirectly solicit or assist in soliciting in competition with the Restricted Group in the Business, the business of any then current or prospective client or customer with whom Participant (or his direct reports) had personal contact or dealings on behalf of the Company or any of its Affiliates during the one-year period preceding Participant’s termination of employment or service. (ii) During the Restricted Period, Participant shall not directly or indirectly: (A) engage engage, in a competitive capacity, in any business that competes with the Company’s business in the Business providing services athletic specialty and/or sporting goods retail industry (a “Competitive Business”) in the nature of the services Participant provided to the Company at any time in the one year prior to the termination of Participant’s employment or service, for a CompetitorUnited States; (B) in a competitive capacity, enter the employ of, or render any services to, or enter into any contractual agreement or relationship with any Person (or any division or controlled or controlling affiliate of any Person) that engages in a Competitor, except where such employment or services do not relate in any manner to the Competitive Business; (C) acquire a financial interest in, or otherwise become actively involved with, a Competitorany Competitive Business, directly or indirectly, as an individual, partner, shareholder, officer, director, principal, agent, trustee or consultantconsultant or transfer any business to, or in any other way facilitate any other Person’s ability to engage in a Competitive Business; or (D) intentionally and adversely interfere with, or attempt to adversely interfere with, business relationships (whether formed before, on or after the date of this Agreement) between the members of the Restricted Group and Company or any of their clients, its affiliates and its customers, suppliers, partners, members investors or investorsvendors. (iiiii) Notwithstanding anything to the contrary in this Appendix AAgreement, Participant Executive may, directly or indirectly own, solely as an investment, securities of any Person engaged in a Competitive Business (including, without limitation, a Competitor) which that are publicly traded on a national or regional stock exchange or on the over-the-counter market if Participant Executive (Ai) is not a controlling person Person of, or a member of a group which that controls, such person Person and (Bii) does not, directly or indirectly, own 25% or more of any class of securities of such Person. (iviii) During the Restricted Period, Participant Executive shall not, whether on ParticipantExecutive’s own behalf or on behalf of or in conjunction with any Person, directly or indirectly: (A) solicit or encourage any executive-level employee of the Restricted Group, with whom Participant has had material business contact during the Employment Term or, if no longer an employee Company or consultant, in the one year prior to the termination of Participant’s employment with or service to any member of the Company Group, its affiliates to leave the employment of the Restricted Group to become affiliated in any respect with a Competitor Company or otherwise be engaged in the Businessits affiliates; or (B) hire any such executive-level employee to become affiliated in any respect with a Competitor or otherwise be engaged in the Business and with whom Participant had material business contact in the one year prior to the termination of Participant’s employment with or service to the Company, who (x) was employed by the Restricted Group Company or its affiliates as of the date of ParticipantExecutive’s termination of employment with or service to the Company or any of its Affiliates or (y) who left the employment of the Restricted Group Company or its affiliates coincident with, or within one year after prior to or after, the termination of ParticipantExecutive’s employment with or service to the Company or any of its AffiliatesCompany. (vb) It is expressly understood and agreed that although Executive and the Company consider the restrictions contained in this Section 8 to be reasonable, if a final judicial determination is made by a court of competent jurisdiction that the time or territory or any other restriction contained in this Agreement is an unenforceable restriction against Executive, the provisions of this Agreement shall not be rendered void but shall be deemed amended to apply as to such maximum time and territory and to such maximum extent as such court may judicially determine or indicate to be enforceable. Alternatively, if any court of competent jurisdiction finds that any restriction contained in this Agreement is unenforceable, and such restriction cannot be amended so as to make it enforceable, such finding shall not affect the enforceability of any of the other restrictions contained herein. (c) For purposes of this Agreement:, “Restricted Period” shall mean the period commencing on the Effective Date and ending (i) 12 months following the Termination Date if Executive’s employment with the Company terminates under the circumstances described in Section 7(c)(iv) or Section 7(e), (ii) 24 months following the Termination Date if Executive’s employment with the Company terminates under the circumstances described in Section 7(c)(iii) or Section 7(d)(iii), or (iii) upon the date Executive ceases to be employed by the Company for any other reason.

Non-Competition; Non-Solicitation. (a) Participant acknowledges and recognizes the highly competitive nature of the businesses of the Company and its Affiliates and accordingly agrees as follows: (i) During Participant’s employment with or service to the Company or its Affiliates (the “Employment Term”) and for a period that ends on the later of (A) one year following the date Participant ceases to be employed by or in service to the Company or any of its Affiliates or (B) the last date any portion of the Award granted under this Agreement is eligible to vest if Participant ceases to be employed by the Company or any of its Affiliates as a result of the Participant’s Retirement (the “Restricted Period”), Participant shall not, whether on Participant’s own behalf or on behalf of or in conjunction with any person, firm, partnership, joint venture, association, corporation or other business organization, entity or enterprise whatsoever (“Person”), directly or indirectly solicit or assist in soliciting in competition with the Restricted Group in the Business, the business of any then current or prospective client or customer with whom Participant (or his direct reports) had personal contact or dealings on behalf of the Company or any of its Affiliates during the one-year period preceding Participant’s termination of employment or service. (ii) During the Restricted Period, Participant shall not directly or indirectly: (A) engage in the Business providing services in the nature of the services Participant provided to the Company at any time in the one year prior to the termination of Participant’s employment or service, for a Competitor; (B) enter the employ of, or render any services to, a Competitor, except where such employment or services do not relate in any manner to the Business; (C) acquire a financial interest in, or otherwise become actively involved with, a Competitor, directly or indirectly, as an individual, partner, shareholder, officer, director, principal, agent, trustee or consultant; or (D) intentionally and adversely interfere with, or attempt to adversely interfere with, business relationships between the members of the Restricted Group and any of their clients, customers, suppliers, partners, members or investors. (iii) Notwithstanding anything to the contrary in this Appendix A, Participant may, directly or indirectly own, solely as an investment, securities of any Person engaged in a Business (including, without limitation, a Competitor) which are publicly traded on a national or regional stock exchange or on the over-the-counter market if Participant (A) is not a controlling person of, or a member of a group which controls, such person and (B) does not, directly or indirectly, own 2% or more of any class of securities of such Person. (iv) During the Restricted Period, Participant shall not, whether on Participant’s own behalf or on behalf of or in conjunction with any Person, directly or indirectly: : (A) solicit or encourage any executive-level employee of the Restricted Group, with whom Participant has had material business contact during the Employment Term or, if no longer an employee or consultant, in the one year prior to the termination of Participant’s employment with or service to any member of the Company Group, to leave the employment of the Restricted Group to become affiliated in any respect with a Competitor or otherwise be engaged in the Business; or (B) hire any such executive-level employee to become affiliated in any respect with a Competitor or otherwise be engaged in the Business and with whom Participant had material business contact in the one year prior to the termination of Participant’s employment with or service to the Company, who (x) was employed by the Restricted Group as of the date of Participant’s termination of employment with or service to the Company or any of its Affiliates or (y) left the employment of the Restricted Group within one year after the termination of Participant’s employment with or service to the Company or any of its Affiliates. (v) For purposes of this Agreement:

Non-Competition; Non-Solicitation. (a) Participant The Executive acknowledges and recognizes the highly competitive nature of the businesses Businesses of the Company and its Affiliates and accordingly agrees as follows: (i) During Participant’s employment with or service to the Company or its Affiliates (the “Employment Term”) Term and for a period that ends on the later of (A) one year following the date Participant ceases to be employed by or in service to the Company or any of its Affiliates or (B) the last date any portion of the Award granted under this Agreement is eligible to vest if Participant ceases to be employed by the Company or any of its Affiliates as a result of the Participant’s Retirement (the “subsequent Restricted Period”), Participant shall the Executive will not, whether on Participantthe Executive’s own behalf or on behalf of or in conjunction with any person, firm, partnership, joint venture, association, corporation or other business organization, entity or enterprise whatsoever (“Person”), directly or indirectly solicit or assist in soliciting in competition with away from the Restricted Group in the Business, Company the business of any then current or prospective client or customer with whom Participant the Executive (or his or her direct reports) had personal contact or dealings on behalf of the Company or any of its Affiliates during the one-year period preceding Participant’s termination of employment or servicethe Termination Date. (ii) During the Restricted Period, Participant shall the Executive will not directly or indirectlyindirectly anywhere in the United States: (A) engage Engage in the Business providing services in the nature of the services Participant provided to the Company at any time in the one year prior to the termination of Participant’s employment directly or serviceindirectly, for a Competitor; (B) or enter the employ of, or render any services to, a Competitor, except where provided that this restriction shall not prevent the Executive from working for or performing services on behalf of a Competitor if such Competitor is also engaged in other lines of business and if the Executive’s employment or services do are restricted to such other lines of business, and will not relate in any manner be providing support, advice, instruction, direction or other guidance to lines of business that constitute the BusinessCompetitor; (CB) acquire Acquire a financial interest in, or otherwise become actively involved with, a Competitor, directly or indirectly, as an individual, partner, shareholder, officer, director, principal, agent, trustee or consultant; or (DC) intentionally Intentionally and adversely interfere with, or attempt to adversely interfere with, business relationships between the members of the Restricted Group Company and any of their its clients, customers, suppliers, partners, members or investors. (iii) Notwithstanding anything to the contrary in this Appendix ASection 4, Participant the Executive may, directly or indirectly indirectly, own, solely as an investment, securities of any Person engaged in a Business (including, without limitation, a Competitor) which are publicly traded on a national or regional stock exchange or on the over-the-counter market if Participant the Executive (A) is not a controlling person of, or a member of a group which controls, such person and (B) does not, directly or indirectly, own 25% or more of any class of securities of such Person. (iv) During the Restricted Period, Participant shall the Executive will not, whether on Participantthe Executive’s own behalf or on behalf of or in conjunction with any Person or entity, directly or indirectly: (A) Solicit or encourage any employee of the Company to leave the employment of the Company or encourage any independent contractor to cease providing services to the Company; or (B) Hire or engage any employee or independent contractor who was employed or engaged by the Company as of the Termination Date or who left the employment of or engagement with the Company coincident with, or within one year prior to or after, the Termination Date, provided that this prohibition does not apply to (X) administrative personnel employed by the Company or (Y) any Company employee or independent contractor who is hired or engaged away from the Company as a result of responding to a generic job posting on a website or in a newspaper or periodical of general circulation, without any involvement or encouragement by the Executive. (v) During the Restricted Period, the Executive will not, whether on the Executive’s own behalf or on behalf of or in conjunction with any Person, directly or indirectly: (A) solicit or and intentionally encourage any executive-level employee of the Restricted Group, with whom Participant has had material business contact during the Employment Term or, if no longer an employee or consultant, in the one year prior to the termination of Participant’s employment with or service to any member consultant of the Company Group, to leave the employment of the Restricted Group to become affiliated in any respect cease working with a Competitor or otherwise be engaged in the Business; or (B) hire any such executive-level employee to become affiliated in any respect with a Competitor or otherwise be engaged in the Business and with whom Participant had material business contact in the one year prior to the termination of Participant’s employment with or service to the Company, who (x) was employed by the Restricted Group as of the date of Participant’s termination of employment with or service to the Company or any of its Affiliates or (y) left the employment of the Restricted Group within one year after the termination of Participant’s employment with or service to the Company or any of its Affiliates. (vb) For purposes The Company reserves the right to waive the enforcement of or limit the scope of the non-competition or non-solicitation provisions of this Agreement:Agreement as to the Executive if and as it deems appropriate in its sole discretion on a case-by-case basis.

Non-Competition; Non-Solicitation. (a) Participant acknowledges Company shall not, and recognizes the highly competitive nature of the businesses of the Company and shall cause its Affiliates not to, and accordingly agrees no Shareholder shall, directly or indirectly through any Person or contractual arrangement, either individually or as follows: a shareholder, director, officer, partner, consultant, owner, employee, agent, or in any other capacity, for a period of five (5) years following the Closing, (i) During Participant’s solicit or offer to provide or provide Restricted Services anywhere in the world; (ii) operate an Internet site through which Restricted Services are offered or provided; or (iii) directly or indirectly through any Person or contractual arrangement, perform management, executive or supervisory functions with respect to, operate, join, control, render financial assistance to, receive any economic benefit from, exert any influence upon, or participate in or allow any of its officers or employees to be connected as an officer, employee, partner, member, shareholder, consultant or otherwise with, any business or Person that provides Restricted Services. (b) For a period of five (5) years following the Closing, Company shall not, and shall cause its Affiliates not to, and no Shareholder shall, directly or indirectly solicit, recruit, hire or offer to hire, induce or attempt to induce or otherwise counsel, advise, ask or encourage any person who at any time on or after the date of this Agreement is a Transferred Employee to leave the employ of Purchaser or to accept employment with another employer or service as an independent contractor. The foregoing shall not prohibit (i) a general solicitation to the Company public of general advertising or its Affiliates similar methods of solicitation by search firms not specifically directed at Transferred Employees or (the “Employment Term”ii) and for a period that ends on the later of (A) one year following the date Participant ceases to be employed by or in service to the Company or any of its Affiliates from soliciting, recruiting or (B) the last date hiring any portion of the Award granted under this Agreement is eligible to vest if Participant ceases Transferred Employee who has ceased to be employed or retained by the Company or any of its Affiliates as a result of the Participant’s Retirement Purchaser for at least twelve (the “Restricted Period”), Participant shall not, whether on Participant’s own behalf or on behalf of or in conjunction with any person, firm, partnership, joint venture, association, corporation or other business organization, entity or enterprise whatsoever (“Person”), directly or indirectly solicit or assist in soliciting in competition with the Restricted Group in the Business, the business of any then current or prospective client or customer with whom Participant (or his direct reports12) had personal contact or dealings on behalf of the Company or any of its Affiliates during the one-year period preceding Participant’s termination of employment or servicemonths. (iic) During Company and each Shareholder acknowledge that the Restricted Period, Participant shall not directly covenants of Company and the Shareholders set forth in this Section 5.6 are an essential element of this Agreement and that any breach by Company or indirectly: (A) engage the Shareholders of any provision of this Section 5.6 will result in irreparable injury to Purchaser. Company and each Shareholder acknowledge that in the Business providing services event of such a breach, in the nature addition to all other remedies available at law, Purchaser shall be entitled to equitable relief, including injunctive relief, and an equitable accounting of the services Participant provided to the Company at any time in the one year prior to the termination of Participant’s employment all earnings, profits or service, for a Competitor; (B) enter the employ of, or render any services to, a Competitor, except where such employment or services do not relate in any manner to the Business; (C) acquire a financial interest in, or otherwise become actively involved with, a Competitor, directly or indirectlyother benefits arising therefrom, as an individual, partner, shareholder, officer, director, principal, agent, trustee or consultant; or (D) intentionally well as such other damages as may be appropriate. Company and adversely interfere with, or attempt each Shareholder have independently consulted with its respective counsel and after such consultation agree that the covenants set forth in this Section 5.6 are reasonable and proper to adversely interfere with, business relationships between protect the members legitimate interest of the Restricted Group and any of their clients, customers, suppliers, partners, members or investorsPurchaser. (iiid) Notwithstanding anything to If a court of competent jurisdiction determines that the contrary in this Appendix Acharacter, Participant may, directly duration or indirectly own, solely as an investment, securities of any Person engaged in a Business (including, without limitation, a Competitor) which are publicly traded on a national or regional stock exchange or on the over-the-counter market if Participant (A) is not a controlling person of, or a member of a group which controls, such person and (B) does not, directly or indirectly, own 2% or more of any class of securities of such Person. (iv) During the Restricted Period, Participant shall not, whether on Participant’s own behalf or on behalf of or in conjunction with any Person, directly or indirectly: (A) solicit or encourage any executive-level employee geographical scope of the Restricted Groupprovisions of this Section 5.6 are unreasonable, with whom Participant has had material business contact during it is the Employment Term or, if no longer an employee or consultant, in intention and the one year prior to the termination of Participant’s employment with or service to any member agreement of the Company Group, parties that these provisions shall be construed by the court in such a manner as to leave the employment impose only those restrictions on Company’s and each Shareholder’s conduct that are reasonable in light of the Restricted Group circumstances and as are necessary to become affiliated in any respect with a Competitor or otherwise be engaged in assure to Purchaser the Business; or (B) hire any such executive-level employee to become affiliated in any respect with a Competitor or otherwise be engaged in the Business and with whom Participant had material business contact in the one year prior to the termination of Participant’s employment with or service to the Company, who (x) was employed by the Restricted Group as of the date of Participant’s termination of employment with or service to the Company or any of its Affiliates or (y) left the employment of the Restricted Group within one year after the termination of Participant’s employment with or service to the Company or any of its Affiliates. (v) For purposes benefits of this Agreement:. If, in any judicial proceeding, a court shall refuse to enforce all of the separate covenants of this Section 5.6 because taken together they are more extensive than necessary to assure to Purchaser the intended benefits of this Agreement, it is expressly understood and agreed by the parties that the provisions hereof that, if eliminated, would permit the remaining separate provisions to be enforced in such proceeding, shall be deemed eliminated, for the purposes of such proceeding, from this Agreement.

Non-Competition; Non-Solicitation. (a) Participant acknowledges and recognizes the highly competitive nature of the businesses of the Company and its Affiliates and accordingly agrees as follows: (i) During Participant’s employment with or service to the Company or its Affiliates (the “Employment Term”) and for a period that ends on the later of (A) one year following the date Participant ceases to be employed by or in service to the Company or any of its Affiliates or (B) the last date any portion of the Award granted under this Agreement is eligible to vest if Participant ceases to be employed by the Company or any of its Affiliates as a result of the Participant’s Retirement (the “Restricted Period”), Participant shall will not, whether on Participant’s own behalf or on behalf of or in conjunction with any person, firm, partnership, joint venture, association, corporation or other business organization, entity or enterprise whatsoever (“Person”), directly or indirectly solicit or assist in soliciting in competition with the Restricted Group in the Business, the business of any then current or prospective client or customer with whom Participant (or his direct reports) had personal contact or dealings on behalf of the Company or any of its Affiliates during the one-year period preceding Participant’s termination of employment or serviceemployment. (ii) During the Restricted Period, Participant shall will not directly or indirectly: (A) engage in the Business providing services in the nature of the services Participant provided to the Company at any time in the one year prior to the termination of Participant’s employment or service's employment, for a Competitor; (B) enter the employ of, or render any services to, a Competitor, except where such employment or services do not relate in any manner to the Business; (C) acquire a financial interest in, or otherwise become actively involved with, a Competitor, directly or indirectly, as an individual, partner, shareholder, officer, director, principal, agent, trustee or consultant; or (D) intentionally and adversely interfere with, or attempt to adversely interfere with, business relationships between the members of the Restricted Group and any of their clients, customers, suppliers, partners, members or investors. (iii) Notwithstanding anything to the contrary in this Appendix A, Participant may, directly or indirectly own, solely as an investment, securities of any Person engaged in a Business (including, without limitation, a Competitor) which are publicly traded on a national or regional stock exchange or on the over-the-counter market if Participant (A) is not a controlling person of, or a member of a group which controls, such person and (B) does not, directly or indirectly, own 2% or more of any class of securities of such Person. (iv) During the Restricted Period, Participant shall will not, whether on Participant’s own behalf or on behalf of or in conjunction with any Person, directly or indirectly: (A) solicit or encourage any executive-level employee of the Restricted Group, with whom Participant has had material business contact during the Employment Term or, if no longer an employee or consultantemployee, in the one year prior to the termination of Participant’s employment with or service to any member of the Company Group, Group to leave the employment of the Restricted Group to become affiliated in any respect with a Competitor or otherwise be engaged in the Business; or (B) hire any such executive-level employee to become affiliated in any respect with a Competitor or otherwise be engaged in the Business and with whom Participant had material business contact in the one year prior to the termination of Participant’s employment with or service to the Company, who (x) was employed by the Restricted Group as of the date of Participant’s termination of employment with or service to the Company or any of its Affiliates or (y) left the employment of the Restricted Group within one year after after, the termination of Participant’s employment with or service to the Company or any of its Affiliates. (v) For purposes of this Agreement:

Non-Competition; Non-Solicitation. (a) Participant acknowledges In order for the Buyer to have and recognizes enjoy the highly competitive nature full benefit of the businesses of the Company and each of its Affiliates Subsidiaries, and accordingly agrees as follows:a material inducement to the Buyer to enter into this Agreement (without such inducement the Buyer would not have entered into this Agreement), for a period of five years commencing on the Closing Date (subject to any expressed limitations or exceptions to this Section 8.4 set forth in the applicable Services Agreement), Sosnoff and each Seller (each a “Restricted Person”) shall not, directly or indirectly (whether by himself or itself, through an Affiliate or in partnership or conjunction with, or as an employee, officer, director, manager, member, owner, consultant or agent of, any other Person): (i) During Participant’s employment with undertake, participate or service to the Company carry on or its Affiliates (the “Employment Term”) and for a period that ends on the later of (A) one year following the date Participant ceases to be employed by engaged or have any financial or other interest in, or in service any other manner advise or assist any other Person in connection with the operation of, a Competing Business anywhere in the world; (ii) solicit, entice, encourage or intentionally influence, or attempt to solicit, entice, encourage or influence, any employee of the Buyer, the Company or any of its their respective Affiliates to resign or (B) leave the last date any portion employ of the Award granted under this Agreement is eligible to vest if Participant ceases to be employed by Buyer, the Company or any of its their respective Affiliates as a result or otherwise hire, employ, engage or contract any such employee to perform services other than for the benefit of the Participant’s Retirement (the “Restricted Period”), Participant shall not, whether on Participant’s own behalf or on behalf of or in conjunction with any person, firm, partnership, joint venture, association, corporation or other business organization, entity or enterprise whatsoever (“Person”), directly or indirectly solicit or assist in soliciting in competition with the Restricted Group in the BusinessBuyer, the business Company or any of their respective Affiliates; or (iii) solicit, entice, encourage, influence accept payment from, or attempt to solicit, entice, encourage, influence or accept payment from, any then current client of the Buyer, the Company or prospective any of their respective Affiliates (including any Person who has been a client or customer with whom Participant (or his direct reports) had personal contact or dealings on behalf of the Company or any of its Affiliates Subsidiaries at any time during the one-year period preceding Participant’s termination of employment 12 months before the Closing) to alter, reduce or serviceterminate its business relationship with the Buyer, the Company or any of their respective Affiliates for the direct or indirect benefit of any Competing Business. (b) Notwithstanding Section 8.4(a), none of the following activities shall constitute a violation of Section 8.4(a): (i) a Restricted Person holding not more than 5% of the outstanding securities of any class of any publicly-traded securities of a company that is engaged in a Competing Business; or (ii) During a Restricted Person being employed by a Person if the Restricted Period, Participant shall not directly or indirectly: (A) engage in the Business providing services in the nature portion of the services Participant provided to the Company at any time business of such Person in the one year prior to the termination of Participant’s employment or servicewhich such Restricted Person is engaged does not, for itself, constitute a Competitor; (B) enter the employ of, or render any services to, a Competitor, except where such employment or services do not relate in any manner to the Competing Business; (C) acquire a financial interest in, or otherwise become actively involved with, a Competitor, directly or indirectly, as an individual, partner, shareholder, officer, director, principal, agent, trustee or consultant; or (D) intentionally and adversely interfere with, or attempt to adversely interfere with, business relationships between the members of the Restricted Group and any of their clients, customers, suppliers, partners, members or investors. (iiic) Notwithstanding anything to the contrary set forth herein (including Section 13.9), in this Appendix A, Participant may, directly or indirectly own, solely as an investment, securities the event of a breach of any Person engaged in a Business of the provisions of Section 8.4(a) (includingthe “Restrictive Covenants”): (i) the Buyer and its Affiliates (including the Company and each of its Subsidiaries) shall have the right and remedy to seek, without limitationregard to any other available remedy, a Competitor) which are publicly traded on a national or regional stock exchange or on the over-the-counter market if Participant to have (A) is not a controlling person ofthe Restrictive Covenants specifically enforced by any court of competent jurisdiction, or a member of a group which controls, such person and (B) does not, directly or indirectly, own 2% or more issued an injunction restraining any such breach without posting of a bond; it being understood that any breach of any class of securities of such Person. (iv) During the Restricted Period, Participant shall not, whether on Participant’s own behalf or on behalf of or in conjunction with any Person, directly or indirectly: (A) solicit or encourage any executive-level employee of the Restricted Group, with whom Participant has had Restrictive Covenants would cause irreparable and material business contact during the Employment Term or, if no longer an employee or consultant, in the one year prior Loss to the termination of Participant’s employment with or service to any member of Buyer and its Affiliates (including the Company Groupand each of its Subsidiaries), the amount of which cannot be readily determined and as to leave the employment of the Restricted Group to become affiliated in any respect with a Competitor or otherwise be engaged in the Business; or (B) hire any such executive-level employee to become affiliated in any respect with a Competitor or otherwise be engaged in the Business and with whom Participant had material business contact in the one year prior to the termination of Participant’s employment with or service to the Company, who (x) was employed by the Restricted Group as of the date of Participant’s termination of employment with or service to the Company or which neither Buyer nor any of its Affiliates (including the Company and each of its Subsidiaries) will have any adequate remedy at law or in damages; (yii) left it is the employment desire and intent of the Restricted Group within one year after parties hereto that the termination of Participant’s employment with or service Restrictive Covenants be enforced to the Company fullest extent permissible under the Laws, Orders and public policies applied in each jurisdiction in which enforcement is sought and if any Restrictive Covenant shall be adjudicated finally to be invalid or any unenforceable, such Restrictive Covenant shall be deemed amended to the extent necessary in order that such provision be valid and enforceable, the remainder of such Restrictive Covenant shall not thereby be affected and shall be given full effect without regard to invalid portions and such amendment shall apply only with respect to the operation of the Restrictive Covenant in the particular jurisdiction in which such adjudication is made; and (iii) the parties acknowledge and agree that the Restrictive Covenants are necessary for the protection and preservation of the value and the goodwill of the Buyer’s, the Company’s and each of its AffiliatesSubsidiaries’ businesses and are reasonable and valid in geographical and temporal scope and in all other respects. (v) For purposes of this Agreement:

Non-Competition; Non-Solicitation. (a) Participant acknowledges and recognizes the highly competitive nature In consideration of the businesses receipt of the Company and its Affiliates and accordingly agrees as follows: (i) During Participant’s employment with or service Restricted Stock granted pursuant to the Company or its Affiliates (the “Employment Term”) and for a period that ends on the later of (A) one year following the date Participant ceases to be employed by or in service to the Company or any of its Affiliates or (B) the last date any portion of the Award granted under this Agreement the receipt and sufficiency of which Employee hereby acknowledges, the Employee agrees that while he or she is eligible to vest if Participant ceases to be employed by the Company or any of its Affiliates as a result of the Participant’s Retirement Subsidiaries (collectively, the “Restricted PeriodCompany Group”), Participant shall not, whether on Participant’s own behalf ) and for a period of one (1) year after the effective date of termination of his or on behalf of or in conjunction with any person, firm, partnership, joint venture, association, corporation or other business organization, entity or enterprise whatsoever (“Person”), directly or indirectly solicit or assist in soliciting in competition her employment with the Restricted Group in the BusinessCompany Group, the business of any then current he or prospective client or customer with whom Participant (or his direct reports) had personal contact or dealings on behalf of the Company or any of its Affiliates during the one-year period preceding Participant’s termination of employment or service. (ii) During the Restricted Period, Participant shall she will not directly or indirectly: (Ai) engage in the Business providing services in the nature of the services Participant provided to the Company at any time in the one year prior to the termination of Participant’s employment business or service, for a Competitor; enterprise (B) enter the employ of, or render any services to, a Competitor, except where such employment or services do not relate in any manner to the Business; (C) acquire a financial interest in, or otherwise become actively involved with, a Competitor, directly or indirectly, whether as an individualowner, partner, shareholder, officer, director, principalemployee, agentconsultant, trustee investor, lender or consultant; or otherwise, except as the holder of not more than one percent (D1%) intentionally and adversely interfere with, or attempt to adversely interfere with, business relationships between the members of the Restricted outstanding stock of a publicly-held company) that competes anywhere in North America (collectively, the “Territory”) with the business of the Company Group and any of their clients, customers, suppliers, partners, members or investors. (iii) Notwithstanding anything to the contrary in this Appendix A, Participant may, directly or indirectly own, solely as an investment, securities of any Person then engaged in a Business (including, without limitation, a Competitor) which are publicly traded on a national or regional stock exchange or on the over-the-counter market if Participant (A) is not a controlling person of, or a member of a group which controls, such person and (B) does not, directly or indirectly, own 2% or more of any class of securities of such Person. (iv) During the Restricted Period, Participant shall not, whether on Participant’s own behalf or on behalf of or proposed to be in conjunction with any Person, directly or indirectly: (A) solicit or encourage any executive-level employee of the Restricted Group, with whom Participant has had material business contact during the Employment Term or, if no longer an employee or consultant, engaged in the one year prior to the termination of Participant’s employment with or service to by any member of the Company GroupGroup or any of their respective Affiliates; (ii) either alone or in association with others (x) solicit, or permit any organization directly or indirectly controlled by the Employee to solicit, any employee of the Company Group to leave the employment employ of the Restricted Company Group, or (y) solicit for employment or engage as an independent contractor, or permit any organization directly or indirectly controlled by the Employee to solicit for employment or engage as an independent contractor, any person who was employed by the Company Group to become affiliated in at any respect time during the term of the Employee’s employment with the Company Group and whose employment with the Company Group has been terminated for a Competitor or otherwise be engaged in the Businessperiod less than six months; or (Biii) hire solicit or otherwise attempt to establish for himself or herself or any other person, firm or entity anywhere in the Territory any business relationship of a nature that is competitive with the business or relationship of any member of the Company Group with any person, firm or corporation which was a customer, client or distributor of any member of the Company Group at any time during the Employee’s period of employment with the Company Group (in the case of any such executiveactivity during such period of employment) or during the twelve-level employee to become affiliated in any respect with a Competitor or otherwise be engaged in month period preceding the Business and with whom Participant had material business contact in the one year prior to the termination of Participant’s employment with or service to the Company, who (x) was employed by the Restricted Group as effective date of the date of ParticipantEmployee’s termination of employment with or service to the Company or Group (in the case of any of its Affiliates or (y) left the employment of the Restricted Group within one year activity after the effective date of termination of Participant’s employment with or service to the Company or any of its Affiliatesemployment). (v) For purposes of this Agreement:

Non-Competition; Non-Solicitation. (a) Participant acknowledges during the Employment Term and recognizes prior to the highly competitive nature Date of Termination, be engaged, interested or concerned with, in or by any business or undertaking that is engaged in or carries on any aspect of the businesses of the Company and its Affiliates and accordingly agrees as follows: Restricted Business (it being agreed that this clause (i) During Participant’s employment with or service does not prohibit passive ownership by Executive of up to 1% of the Company or its Affiliates issued and outstanding common shares of a company when such class of shares trades publicly on a recognized securities exchange); (b) during the “Employment Term”) Term and for a period that ends on the later of six (A6) one year months following the date Participant ceases Date of Termination (such period to be employed by read as twelve (12) months following the Date of Termination in in respect of a termination of employment directly or indirectly in service to the Company or any of its Affiliates or connection with a Change in Control (B) the last date any portion of the Award granted under this Agreement is eligible to vest if Participant ceases to be employed by the Company or any of its Affiliates as a result of the Participant’s Retirement (the “Restricted Period”in accordance with clause 21)), Participant shall notsolicit, whether on Participant’s own behalf interfere with, endeavor to entice away from the Group Companies or on behalf encourage to reduce the level or change the terms of business conducted with, or in conjunction with ownership by, any person, firm, partnership, joint venture, association, corporation firm or other business organization, entity company who or enterprise whatsoever (“Person”), directly which as of the Date of Termination or indirectly solicit or assist in soliciting in competition with the Restricted Group in the Businessperiod of twelve (12) months immediately prior to such date was a shareholder, customer or client of or regularly dealt with any of the Group Companies, or who at such date was to Executive’s knowledge negotiating with any of the Group Companies in relation to all or part of its business of or its ownership, or which or whom Executive learned confidential information, other than any then current person, firm or prospective client company with which or customer with whom Participant (or his direct reports) had personal contact or dealings on behalf Executive conducted business prior to commencement of the Company or any of its Affiliates during the one-year period preceding Participant’s termination of employment or service.Employment Term; and/or (iic) During the Restricted Period, Participant shall not directly or indirectly: (A) engage in the Business providing services in the nature of the services Participant provided to the Company at any time in the one year prior to the termination of Participant’s employment or service, for a Competitor; (B) enter the employ of, or render any services to, a Competitor, except where such employment or services do not relate in any manner to the Business; (C) acquire a financial interest in, or otherwise become actively involved with, a Competitor, directly or indirectly, as an individual, partner, shareholder, officer, director, principal, agent, trustee or consultant; or (D) intentionally and adversely interfere with, or attempt to adversely interfere with, business relationships between the members of the Restricted Group and any of their clients, customers, suppliers, partners, members or investors. (iii) Notwithstanding anything to the contrary in this Appendix A, Participant may, directly or indirectly own, solely as an investment, securities of any Person engaged in a Business (including, without limitation, a Competitor) which are publicly traded on a national or regional stock exchange or on the over-the-counter market if Participant (A) is not a controlling person of, or a member of a group which controls, such person and (B) does not, directly or indirectly, own 2% or more of any class of securities of such Person. (iv) During the Restricted Period, Participant shall not, whether on Participant’s own behalf or on behalf of or in conjunction with any Person, directly or indirectly: (A) solicit or encourage any executive-level employee of the Restricted Group, with whom Participant has had material business contact during the Employment Term or, if no longer an employee or consultant, and for a period of six (6) months following the Date of Termination (such period to be read as twelve (12) months following the Date of Termination in the one year prior to the termination in respect of Participant’s employment with or service to any member of the Company Group, to leave the employment of the Restricted Group to become affiliated in any respect with a Competitor or otherwise be engaged in the Business; or (B) hire any such executive-level employee to become affiliated in any respect with a Competitor or otherwise be engaged in the Business and with whom Participant had material business contact in the one year prior to the termination of Participant’s employment with or service to the Company, who (x) was employed by the Restricted Group as of the date of Participant’s termination of employment directly or indirectly in connection with a Change in Control (in accordance with clause 21)), solicit the services of or endeavor to entice away from the Group Companies any director, employee or consultant of a Group Company (whether or not such person would commit any breach of such person’s contract of employment or engagement by reason of leaving the service to the Company of such company), or employ or engage, or knowingly aid or assist any of its Affiliates or (y) left other person in procuring the employment of the Restricted Group within one year after the termination of Participant’s employment with or service to the Company or engagement of, any of its Affiliatessuch person. (v) For purposes of this Agreement:

Non-Competition; Non-Solicitation. (a) Participant acknowledges and Executive recognizes the highly competitive nature that if she were to attempt to perform as an employee of a competitor of the businesses Company, there would be a genuine and inevitable threat that Executive would use or disclose Confidential Information. Therefore, and in consideration for Executive's employment by the Company under the terms provided in this Agreement and as a means to aid in the performance and enforcement of the Company terms of the confidentiality provisions of Paragraph 6(c), the Executive hereby agrees that during the period commencing on the date hereof and its Affiliates and accordingly agrees as follows: (i) During Participant’s ending on the date which is the first anniversary of the date on which the Executive's employment with the Company terminates (the "Noncompetition Period"), the Executive will not, without the express written consent of the Company, directly or service to indirectly, anywhere in the United States, engage in any activity which is, or participate or invest in, or provide or facilitate the provision of financing to, or assist (whether as owner, part-owner, shareholder, member, partner, director, officer, trustee, employee, agent or consultant, or in any other capacity), any business, organization or person other than the Company (or any subsidiary or affiliate of the Company), and including any such business, organization or person involving, or which is, a family member of the Executive, whose business, activities, products or services are competitive with any of the business, activities, products or services conducted or offered by the Company or its Affiliates (subsidiaries or affiliates during any period in which the “Employment Term”) and for a period that ends on the later of (A) one year following the date Participant ceases to be employed by Executive serves as an officer or in service to the Company or any of its Affiliates or (B) the last date any portion of the Award granted under this Agreement is eligible to vest if Participant ceases to be employed by the Company or any of its Affiliates as a result of the Participant’s Retirement (the “Restricted Period”), Participant shall not, whether on Participant’s own behalf or on behalf of or in conjunction with any person, firm, partnership, joint venture, association, corporation or other business organization, entity or enterprise whatsoever (“Person”), directly or indirectly solicit or assist in soliciting in competition with the Restricted Group in the Business, the business of any then current or prospective client or customer with whom Participant (or his direct reports) had personal contact or dealings on behalf employee of the Company or any of its Affiliates during the one-year period preceding Participant’s termination of employment subsidiaries or service. (ii) During the Restricted Periodaffiliates, Participant which business, activities, products and services shall not directly or indirectly: (A) engage include in the Business providing any event and without limitation consulting services in the nature of the services Participant provided regarding information systems relating to the Company at any time in the one year prior to the termination management of Participant’s employment or service, for a Competitor; (B) enter the employ of, or render any services to, a Competitor, except where such employment or services do not relate in any manner to the Business; (C) acquire a financial interest in, or otherwise become actively involved with, a Competitor, directly or indirectly, as an individual, partner, shareholder, officer, director, principal, agent, trustee or consultant; or (D) intentionally and adversely interfere with, or attempt to adversely interfere with, business relationships between the members of the Restricted Group and any of their clients, customers, suppliers, partners, members or investors. (iii) Notwithstanding anything to the contrary in this Appendix A, Participant may, directly or indirectly own, solely as an investment, securities of any Person engaged in a Business (including, without dental practices. Without implied limitation, a Competitorthe foregoing covenant shall be deemed to prohibit (a) which are publicly traded on a national hiring or regional stock exchange engaging or on the over-the-counter market if Participant (A) is not a controlling person of, attempting to hire or a member of a group which controls, such person and (B) does not, directly or indirectly, own 2% or more of any class of securities of such Person. (iv) During the Restricted Period, Participant shall not, whether on Participant’s own behalf engage for or on behalf of the Executive or in conjunction with any Person, directly such competitor any officer or indirectly: (A) solicit or encourage any executive-level employee of the Restricted Group, with whom Participant has had material business contact during the Employment Term or, if no longer an employee or consultant, in the one year prior to the termination of Participant’s employment with or service to any member of the Company Group, to leave the employment of the Restricted Group to become affiliated in any respect with a Competitor or otherwise be engaged in the Business; or (B) hire any such executive-level employee to become affiliated in any respect with a Competitor or otherwise be engaged in the Business and with whom Participant had material business contact in the one year prior to the termination of Participant’s employment with or service to the Company, who (x) was employed by the Restricted Group as of the date of Participant’s termination of employment with or service to the Company or any of its Affiliates direct and/or indirect subsidiaries and affiliates, or (y) left the employment any former employee of the Restricted Group within one year after Company and any of its direct and/or indirect subsidiaries and affiliates who was employed during the termination six (6) month period immediately preceding the date of Participant’s such attempt to hire or engage, (b) encouraging for or on behalf of the Executive or any such competitor any such officer or employee to terminate his or her relationship or employment with or service to the Company or any of its Affiliates. direct or indirect subsidiaries and affiliates, (vc) For purposes soliciting for or on behalf of Executive or any such competitor any client of the Company or any of its direct or indirect subsidiaries and affiliates, or any former client of the Company or any of its direct or indirect subsidiaries and affiliates who was a client during the six (6) month period immediately preceding the date of such solicitation and (d) diverting to any person (as hereinafter defined) any client or business opportunity of the Company or any of any of its direct or indirect subsidiaries and affiliates. Notwithstanding anything herein to the contrary, the Executive may make passive investments in any enterprise the shares of which are publicly traded if such investment constitutes less than one percent (1%) of the equity of such enterprise. Neither the Executive nor any business entity controlled by the Executive is a party to any contract, commitment, arrangement or agreement which could, following the date hereof, restrain or restrict the Company or any subsidiary or affiliate of the Company from carrying on its business or restrain or restrict the Executive from performing his employment obligations, and as of the date of this Agreement:Agreement the Executive has no business interests whatsoever in or relating to the industries in which the Company or its subsidiaries or affiliates currently engage and other than passive investments in the shares of public companies of less than one percent (1%).

Non-Competition; Non-Solicitation. (a) i. The Participant acknowledges and recognizes the highly competitive nature of the businesses of the Company and its Affiliates Group and accordingly agrees as follows: (i) During Participant’s employment with or service to a. While the Participant is employed by the Company or its Affiliates Group (the “Employment Term”) and for a period that ends on the later to occur of (A) one year following the date Participant ceases to be employed by or in service to first anniversary of the Company or any of its Affiliates Termination Date or (B) the last date day on which any portion of the Award RSUs granted under this Agreement is are eligible to vest if the Participant ceases to be employed by the Company or any of its Affiliates Group as a result of the Participant’s Retirement (such period, the “Restricted Period”), the Participant shall will not, whether on the Participant’s own behalf or on behalf of or in conjunction with any person, firm, partnership, joint venture, association, corporation or other business organization, entity or enterprise whatsoever (“Person”), directly or indirectly solicit or assist in soliciting in competition with away from the Restricted Group in the Business, Company the business of any then current or prospective client or customer with whom the Participant (or his or her direct reports) had personal contact or dealings on behalf of the Company or any of its Affiliates during the one-year period preceding Participant’s termination of employment or servicethe Termination Date. (ii) b. During the Restricted Period, Participant shall not will not, directly or indirectly: (A) 1. engage in the Business providing services in the nature of the services the Participant provided to any member of the Company Group at any time in the one year prior to the termination of Participant’s employment or serviceTermination Date, for a CompetitorCompetitor (as defined below) in the Restricted Area (as defined below); (B) 2. enter the employ of, or render any services to, a CompetitorCompetitor in the Restricted Area, except where such employment or services do not relate in any manner to the Business; (C) 3. acquire a financial interest in, or otherwise become actively involved with, a CompetitorCompetitor in the Restricted Area, directly or indirectly, as an individual, partner, shareholder, officer, director, principal, agent, trustee or consultant; or (D) 4. intentionally and adversely interfere with, or attempt to adversely interfere with, business relationships between the members of the Restricted Company Group and any of their clients, customers, suppliers, partners, members or investors. (iii) c. Notwithstanding anything to the contrary in this Appendix A, the Participant may, directly or indirectly indirectly, own, solely as an investment, securities of any Person engaged in a Business (including, without limitation, a Competitor) which are publicly traded on a national or regional stock exchange or on the over-the-counter market if the Participant (A) is not a controlling person of, or a member of a group which controls, such person Person and (B) does not, directly or indirectly, own 2% or more of any class of securities of such Person. (iv) d. During the Restricted Period, the Participant shall will not, whether on the Participant’s own behalf or on behalf of or in conjunction with any Person or entity, directly or indirectly solicit or encourage any employee of the Company Group to leave the employment of the Company Group or hire any employee who was employed by the Company Group as of the Termination Date, provided that this prohibition does not apply to (i) administrative personnel employed by the Company or (ii) any Company employee who is hired away from the Company as a result of responding to a generic job posting on a website or in a newspaper or periodical of general circulation, without any involvement or encouragement by Participant. e. During the Restricted Period, the Participant will not, whether on the Participant’s own behalf or on behalf of or in conjunction with any Person, directly or indirectly: (A) solicit or and intentionally encourage any executive-level employee of the Restricted Group, with whom Participant has had material business contact during the Employment Term or, if no longer an employee or consultant, in the one year prior to the termination of Participant’s employment with or service to any member consultant of the Company Group, to leave the employment of the Restricted Group to become affiliated in any respect cease working with a Competitor or otherwise be engaged in the Business; or (B) hire any such executive-level employee to become affiliated in any respect with a Competitor or otherwise be engaged in the Business and with whom Participant had material business contact in the one year prior to the termination of Participant’s employment with or service to the Company, who (x) was employed by the Restricted Group as of the date of Participant’s termination of employment with or service to the Company or any of its Affiliates or (y) left the employment of the Restricted Group within one year after the termination of Participant’s employment with or service to the Company or any of its Affiliates. (v) f. For purposes of this Agreement:

Non-Competition; Non-Solicitation. (a) Participant acknowledges and recognizes the highly competitive nature of the businesses of the Company and its Affiliates and accordingly agrees as follows: (i) During Participant’s employment with or service to the Company or its Affiliates (the “Employment Term”) and for a period that ends on the later of (A) one year following the date Participant ceases to be employed by or in service to the Company or any of its Affiliates or (B) the last date any portion of the Award granted under this Agreement is eligible to vest if Participant ceases to be employed by the Company or any of its Affiliates as a result of the Participant’s Retirement (the “Restricted Period”), Participant shall will not, whether on Participant’s own behalf or on behalf of or in conjunction with any person, firm, partnership, joint venture, association, corporation or other business organization, entity or enterprise whatsoever (“Person”), directly or indirectly solicit or assist in soliciting in competition with the Restricted Group in the Business, the business of any then current or prospective client or customer with whom Participant (or his direct reports) had personal contact or dealings on behalf of the Company or any of its Affiliates during the one-year period preceding Participant’s termination of employment or serviceemployment. (ii) During the Restricted Period, Participant shall will not directly or indirectly: (A) engage in the Business providing services in the nature of the services Participant provided to the Company at any time in the one year prior to the termination of Participant’s employment or serviceemployment, for a Competitor; (B) enter the employ of, or render any services to, a Competitor, except where such employment or services do not relate in any manner to the Business; (C) acquire a financial interest in, or otherwise become actively involved with, a Competitor, directly or indirectly, as an individual, partner, shareholder, officer, director, principal, agent, trustee or consultant; or (D) intentionally and adversely interfere with, or attempt to adversely interfere with, business relationships between the members of the Restricted Group and any of their clients, customers, suppliers, partners, members or investors. (iii) Notwithstanding anything to the contrary in this Appendix A, Participant may, directly or indirectly own, solely as an investment, securities of any Person engaged in a Business (including, without limitation, a Competitor) which are publicly traded on a national or regional stock exchange or on the over-the-counter market if Participant (A) is not a controlling person of, or a member of a group which controls, such person and (B) does not, directly or indirectly, own 2% or more of any class of securities of such Person. (iv) During the Restricted Period, Participant shall will not, whether on Participant’s own behalf or on behalf of or in conjunction with any Person, directly or indirectly: (A) solicit or encourage any executive-level employee of the Restricted Group, with whom Participant has had material business contact during the Employment Term or, if no longer an employee or consultantemployee, in the one year prior to the termination of Participant’s employment with or service to any member of the Company Group, Group to leave the employment of the Restricted Group to become affiliated in any respect with a Competitor or otherwise be engaged in the Business; or (B) hire any such executive-level employee to become affiliated in any respect with a Competitor or otherwise be engaged in the Business and with whom Participant had material business contact in the one year prior to the termination of Participant’s employment with or service to the Company, who (x) was employed by the Restricted Group as of the date of Participant’s termination of employment with or service to the Company or any of its Affiliates or (y) left the employment of the Restricted Group within one year after the termination of Participant’s employment with or service to the Company or any of its Affiliates. (v) For purposes of this Agreement:

Non-Competition; Non-Solicitation. (a) Participant Executive acknowledges and recognizes the highly competitive nature agrees that (i) as an employee of the businesses of Company, he has possessed and learned, and shall in the future possess and learn, valuable trade secrets and other confidential or proprietary information relating to the Company and its Affiliates and accordingly agrees as follows: their businesses and properties, (iii) During ParticipantExecutive’s employment with or service services to the Company are unique in nature, (iii) the Company’s business is international in scope, and (iv) the Company would be irreparably damaged if Executive were to provide services to any other person or its Affiliates (entity in violation of the “Employment Term”) restrictions contained in this Agreement. Accordingly, as an inducement for the Company to enter into this Agreement, Executive agrees that during the period that he is employed by the Company and for a period that ends on the later of two (A2) one year following the date Participant ceases years thereafter (such period being referred to be employed by or in service to the Company or any of its Affiliates or (B) the last date any portion of the Award granted under this Agreement is eligible to vest if Participant ceases to be employed by the Company or any of its Affiliates herein as a result of the Participant’s Retirement (the “Restricted Period”), Participant Executive shall not, whether on Participant’s own behalf or on behalf of or in conjunction with any person, firm, partnership, joint venture, association, corporation or other business organization, entity or enterprise whatsoever (“Person”), directly or indirectly solicit or assist in soliciting in competition with the Restricted Group in the Business, the business of any then current or prospective client or customer with whom Participant (or his direct reports) had personal contact or dealings on behalf of the Company or any of its Affiliates during the one-year period preceding Participant’s termination of employment or service. (ii) During the Restricted Period, Participant shall not directly or indirectly: (A) engage in the Business providing services in the nature of the services Participant provided to the Company at any time in the one year prior to the termination of Participant’s employment or service, for a Competitor; (B) enter the employ of, or render any services to, a Competitor, except where such employment or services do not relate in any manner to the Business; (C) acquire a financial interest in, or otherwise become actively involved with, a Competitor, directly or indirectly, as an individual, partner, shareholder, officer, director, principal, agent, trustee or consultant; or (D) intentionally and adversely interfere with, or attempt to adversely interfere with, business relationships between the members of the Restricted Group and any of their clients, customers, suppliers, partners, members or investors. (iii) Notwithstanding anything to the contrary in this Appendix A, Participant may, directly or indirectly own, solely as an investment, securities of any Person engaged in a Business (including, without limitation, a Competitor) which are publicly traded on a national or regional stock exchange or on the over-the-counter market if Participant (A) is not a controlling person of, or a member of a group which controls, such person and (B) does not, directly or indirectly, own 2% either for himself or more of for any class of securities other person or entity (whether as a shareholder, member, equityholder, officer, director, employee, partner, member, manager, trustee, agent, representative or otherwise): 4.1.1 take any action in connection with a Competing Business (as defined below) which might divert from the Company or its Subsidiaries (as defined below) any opportunity which would be (at the time of such Person.action) within the scope of their business, including, without limitation, owning any stock, membership or partnership interest or other equity interest in, managing, controlling, rendering services, working or consulting for, or providing any financing or other assistance to, any Competing Business; 4.1.2 solicit or attempt to induce any person or entity who is or has been a customer or client of the Company or its Subsidiaries at any time during (ivi) During the period of three (3) years prior to the Effective Date, (ii) the Employment Term, or (iii) the Restricted Period, Participant shall not, whether on Participant’s own behalf to retain or on behalf employ the services of or in conjunction with any Person, directly or indirectly:a Competing Business; (A) 4.1.3 solicit or encourage attempt to induce any executive-level employee person or entity who is or has been a customer, client, supplier or other business relation of the Restricted GroupCompany or its Subsidiaries, with whom Participant has had material business contact including independent sales organization owner, value add reseller, operator or agent, at any time during (i) the Employment Term or, if no longer an employee or consultant, in the one year period of three (3) years prior to the termination of Participant’s employment Effective Date, (ii) the Employment Term, or (iii) the Restricted Period, to cease doing business with the Company; 4.1.4 take any actions which are calculated or service intended to persuade any member person or entity who is a director, manager, officer, employee or agent of the Company Groupor its Subsidiaries to terminate his or her association with the Company or its Subsidiaries; or 4.1.5 solicit or hire any person or entity who is a director, to leave the employment manager, officer, employee or agent of the Restricted Group Company to become affiliated in perform services for any respect with a Competitor person or otherwise be entity other than the Company; provided, however, that nothing herein shall prohibit Executive from owning not more than 1% of the outstanding stock or other equity interest of any publicly traded entity engaged in the Business; or (B) hire any such executive-level employee to become affiliated in any respect with , so long as Executive is merely a Competitor or otherwise be engaged passive investor and has no role in the Business and with whom Participant had material business contact in the one year prior to the termination operation or management of Participant’s employment with such person or service to the Company, who (x) was employed by the Restricted Group as of the date of Participant’s termination of employment with or service to the Company or any of its Affiliates or (y) left the employment of the Restricted Group within one year after the termination of Participant’s employment with or service to the Company or any of its Affiliatesentity. (v) For purposes of this Agreement:

Non-Competition; Non-Solicitation. (a) Participant acknowledges and recognizes the highly competitive nature of the businesses of the Company and its Affiliates and accordingly agrees as follows: (i) During Participant’s employment with or service to the Company or its Affiliates (the “Employment Term”) and for a period that ends on the later of (A) one year following the date Participant ceases to be employed by or in service to the Company or any of its Affiliates or (B) the last date any portion of the Award granted under this Agreement is eligible to vest if Participant ceases to be employed by the Company or any of its Affiliates as a result of the Participant’s Retirement (the “Restricted Period”), Participant shall will not, whether on Participant’s own behalf or on behalf of or in conjunction with any person, firm, partnership, joint venture, association, corporation or other business organization, entity or enterprise whatsoever (“Person”), directly or indirectly solicit or assist in soliciting in competition with the Restricted Group in the Business, the business of any then current or prospective client or customer with whom Participant (or his direct reports) had personal contact or dealings on behalf of the Company or any of its Affiliates during the one-year period preceding Participant’s termination of employment or serviceemployment. (ii) During the Restricted Period, Participant shall will not directly or indirectly: (A) engage in the Business providing services in the nature of the services Participant provided to the Company at any time in the one year prior to the termination of Participant’s employment or service's employment, for a Competitor; (B) enter the employ of, or render any services to, a Competitor, except where such employment or services do not relate in any manner to the Business; (C) acquire a financial interest in, or otherwise become actively involved with, a Competitor, directly or indirectly, as an individual, partner, shareholder, officer, director, principal, agent, trustee or consultant; or (D) intentionally and adversely interfere with, or attempt to adversely interfere with, business relationships between the members of the Restricted Group and any of their clients, customers, suppliers, partners, members or investors. (iii) Notwithstanding anything to the contrary in this Appendix A, Participant may, directly or indirectly own, solely as an investment, securities of any Person engaged in a Business (including, without limitation, a Competitor) which are publicly traded on a national or regional stock exchange or on the over-the-counter market if Participant (A) is not a controlling person of, or a member of a group which controls, such person and (B) does not, directly or indirectly, own 2% or more of any class of securities of such Person. . (iv) During the Restricted Period, Participant shall will not, whether on Participant’s own behalf or on behalf of or in conjunction with any Person, directly or indirectly: (A) solicit or encourage any executive-level employee of the Restricted Group, with whom Participant has had material business contact during the Employment Term or, if no longer an employee or consultantemployee, in the one year prior to the termination of Participant’s employment with or service to any member of the Company Group, Group to leave the employment of the Restricted Group to become affiliated in any respect with a Competitor or otherwise be engaged in the Business; or (B) hire any such executive-level employee to become affiliated in any respect with a Competitor or otherwise be engaged in the Business and with whom Participant had material business contact in the one year prior to the termination of Participant’s employment with or service to the Company, who (x) was employed by the Restricted Group as of the date of Participant’s termination of employment with or service to the Company or any of its Affiliates or (y) left the employment of the Restricted Group within one year after after, the termination of Participant’s employment with or service to the Company or any of its Affiliates. (v) For purposes of this Agreement:

Non-Competition; Non-Solicitation. (a) Participant acknowledges and recognizes the highly competitive nature of the businesses of the Company and its Affiliates and accordingly agrees as follows: (i) During ParticipantExecutive’s employment with or service to the Company or its Affiliates (the “Employment Term”) and for a period that ends on the later of (A) one year following the date Participant ceases Executive’s Termination Date if such Termination Date occurs prior to be employed by a Change of Control or in service to the Company or any two years following Executive’s Termination Date if such Termination Date occurs after a Change of its Affiliates or Control (B) the last date any portion of the Award granted under this Agreement is eligible to vest if Participant ceases to be employed by the Company or any of its Affiliates as each, a result of the Participant’s Retirement (the “Restricted Period”), Participant Executive agrees that Executive shall not, whether on Participant’s own behalf or on behalf of or in conjunction with any person, firm, partnership, joint venture, association, corporation or other business organization, entity or enterprise whatsoever (“Person”), directly or indirectly solicit indirectly, manage, operate, join, control, be employed by or assist participate in soliciting the management, operation or control of, or be connected in any manner with, including, without limitation, holding any position as a stockholder, director, officer, consultant, independent contractor, employee, partner or investor in, any operations of a business that are in competition with the Restricted Group in the Business, the business of any then current or prospective client or customer with whom Participant (or his direct reports) had personal contact or dealings on behalf of the Company in the material plays or any fields in which the Company has or proposes to have operations as set forth on Exhibit A to this Agreement, which Exhibit A may be modified prior to the time of its Affiliates during the one-year period preceding ParticipantExecutive’s termination of employment by the Board upon written notification of such modification to Executive (the “Xxxxxxx Plays and Fields”); provided, however, that nothing in this Section 7(b) shall prohibit Executive from (A) participating in operations of a business to the extent such operations are not in competition with the business of the Company in the Xxxxxxx Plays and Fields, (B) participating solely as a passive investor in oil xxxxx or servicesimilar investments, or from owning 5% or less of the outstanding securities of any class of any issuer whose securities are registered under the Exchange Act, or (C) serving as a director of an entity that has less than 10% of its assets located in the Xxxxxxx Fields and Plays. (ii) During Executive’s employment with the Company and during the applicable Restricted Period, Participant shall Executive agrees not directly or indirectly: (A) engage in the Business providing services in the nature of the services Participant provided to the Company at any time in the one year prior to the termination of Participant’s employment or service, for a Competitor; (B) enter the employ of, or render any services to, a Competitor, except where such employment or services do not relate in any manner to the Business; (C) acquire a financial interest in, form or otherwise become actively involved with, a Competitormanner, directly or indirectly, as an individual, partner, shareholder, officer, director, principal, agent, trustee on his or consultant; or (D) intentionally and adversely interfere with, her own behalf or attempt to adversely interfere with, business relationships between the members of the Restricted Group and any of their clients, customers, suppliers, partners, members or investors. (iii) Notwithstanding anything to the contrary in this Appendix A, Participant may, directly or indirectly own, solely as an investment, securities of any Person engaged in a Business (including, without limitation, a Competitor) which are publicly traded on a national or regional stock exchange or on the over-the-counter market if Participant combination with others (A) is not solicit, induce or influence any customer, supplier, lender, lessor or any other person with a controlling person ofbusiness relationship with the Company to discontinue or reduce the extent of such business relationship, or a member of a group which controls, such person and (B) does notrecruit, directly or indirectly, own 2% or more of any class of securities of such Person. (iv) During the Restricted Period, Participant shall not, whether on Participant’s own behalf or on behalf of or in conjunction with any Person, directly or indirectly: (A) solicit or encourage otherwise induce or influence any executive-level employee of the Restricted Group, with whom Participant has had material business contact during the Employment Term or, if no longer an employee or consultant, in the one year prior Company to the termination of Participant’s discontinue their employment with or service to any member of the Company Group, to leave the employment of the Restricted Group to become affiliated in any respect with a Competitor or otherwise be engaged in the Business; or (B) hire any such executive-level employee to become affiliated in any respect with a Competitor or otherwise be engaged in the Business and with whom Participant had material business contact in the one year prior to the termination of Participant’s employment with or service to the Company, who (x) was employed by the Restricted Group as of the date of Participant’s termination of employment with or service to the Company or any of its Affiliates or (y) left the employment of the Restricted Group within one year after the termination of Participant’s employment with or service to the Company or any of its Affiliates. (v) For purposes of this Agreement:

Non-Competition; Non-Solicitation. (a) Participant Executive acknowledges and recognizes the highly competitive nature of the businesses of that the Company and the Company’s Affiliates have a legitimate business interest in maintaining its Affiliates customers and accordingly goodwill. In light of the foregoing and as part of the consideration for Executive’s employment and the compensation now or hereafter paid to Executive, Executive agrees as follows: (i) During ParticipantTo the fullest extent permitted by law during the term of Executive’s employment with or service to the Company or its Affiliates under this Agreement, and for the period of twenty-four (24) months after the date of termination of Executive’s employment under this Agreement for any reason (the “Employment Term”) and for a period that ends on the later of (A) one year following the date Participant ceases to be employed by or in service to the Company or any of its Affiliates or (B) the last date any portion of the Award granted under this Agreement is eligible to vest if Participant ceases to be employed by the Company or any of its Affiliates as a result of the Participant’s Retirement (the “Restricted Non-Compete Period”), Participant shall Executive will not, whether on Participant’s own behalf or on behalf of or in conjunction with any person, firm, partnership, joint venture, association, corporation or other business organization, entity or enterprise whatsoever (“Person”), directly or indirectly solicit or assist in soliciting in competition with the Restricted Group indirectly, participate in the Businessownership, management, operation or control of, or work for or provide consulting services to, any person or entity that is engaged in, or attempting to engage in, any line of business or project which, directly or indirectly, provides any of the business of any then current services, products or prospective client or customer with whom Participant (or his direct reports) had personal contact or dealings on behalf of research the Company or the Company’s Affiliates provide, in any of its the areas where the Company or the Company’s Affiliates during do business; provided, however, that this restriction applies only with respect to the one-year period preceding ParticipantCompany’s termination of employment Affiliates from whom or service.with respect to which Executive received or had access to Confidential Information and Trade Secrets; (ii) During the Restricted Non-Compete Period, Participant shall Executive will not directly or indirectly: (A) engage in , for Executive’s benefit or as an agent or Executive of any other person or entity, solicit the Business providing employment or services in of any Person Employed by the nature Company or the Company’s Affiliates, induce any Person Employed by the Company or the Company’s Affiliates to leave his or her employment with the Company or the Company’s Affiliates, or hire any Person Employed by the Company or the Company’s Affiliates. For purposes of this Section 7, the services Participant provided to term “Person Employed by the Company or the Company’s Affiliates” means any person who is or was an Executive of the Company at any the time in of or within the one year prior to twelve (12) months preceding the termination of Participant’s employment solicitation, inducement, or service, for a Competitor;hiring; and (Biii) enter During the employ ofNon-Compete Period, or render any services to, a Competitor, except where such employment or services do not relate in any manner to the Business; (C) acquire a financial interest in, or otherwise become actively involved with, a CompetitorExecutive will not, directly or indirectly, for Executive’s benefit or as an individualagent or Executive of any other person or entity, partnersolicit or induce any customers, shareholderdistributors, officervendors, director, principal, agent, trustee licensors or consultant; or (D) intentionally and adversely interfere withsuppliers of the Company or the Company’s Affiliates with whom Executive had contact during Executive’s employment, or attempt for whom Executive received Confidential Information and Trade Secrets, to adversely divert their business from the Company or the Company’s Affiliates to any other person or entity or in any way interfere withwith the relationship between any such customer, business relationships between distributor, vendor, licensor or supplier and the members of Company or the Restricted Group and any of their clients, customers, suppliers, partners, members or investors. (iii) Notwithstanding anything to the contrary in this Appendix A, Participant may, directly or indirectly own, solely as an investment, securities of any Person engaged in a Business Company’s Affiliates (including, without limitation, a Competitor) which are publicly traded on a national making any negative statements or regional stock exchange communications about the Company or on the over-the-counter market if Participant (A) is not a controlling person of, or a member of a group which controls, such person and (B) does not, directly or indirectly, own 2% or more of any class of securities of such PersonCompany’s Affiliates). (ivb) During Executive understands that the Restricted Period, Participant shall not, whether on Participantprovisions of Sections 6 and 7 of this Agreement may limit Executive’s own behalf or on behalf of or ability to earn a livelihood in conjunction with any Person, directly or indirectly: (A) solicit or encourage any executive-level employee of the Restricted Group, with whom Participant has had material a business contact during the Employment Term or, if no longer an employee or consultant, in the one year prior similar to the termination of Participant’s employment with or service to any business in which Executive is involved, but as an Executive member of the Company Group, to leave the employment management group of the Restricted Group to become affiliated in any respect with a Competitor or otherwise be engaged in the Business; or (B) hire any such executive-level employee to become affiliated in any respect with a Competitor or otherwise be engaged in the Business and with whom Participant had material business contact in the one year prior to the termination of Participant’s employment with or service to the Company, who Executive nevertheless agrees and hereby acknowledges that: (xi) was employed by such provisions do not impose a greater restraint than is necessary to protect the Restricted Group as goodwill or other legitimate business interests of the date Company; (ii) such provisions contain reasonable limitations as to time, scope of Participantactivity, and geographical area to be restrained; (iii) the consideration provided under this Agreement, including without limitation, any amounts or benefits provided under Sections 4 or 5 of this Agreement, is sufficient to compensate Executive for the restrictions contained in Section 6 and 7 of this Agreement; and (iv) the Company’s termination of employment with or service to the Company or any of its Affiliates or (y) left the employment are intended third party beneficiaries of the Restricted Group within one year after the termination protections afforded by Sections 6 and 7 of Participant’s employment with or service to the Company or any of its Affiliatesthis Agreement. (vc) For purposes In consideration of the foregoing and in light of Executive’s education, experience, skills and abilities, Executive agrees that Executive will not assert that, and it should not be considered that, any provisions of Section 6 or 7 otherwise are void, voidable or unenforceable or should be voided or held unenforceable. If, at the time of enforcement of Section 6 or 7 of this Agreement:, a court shall hold that the duration, scope, or area restrictions stated herein are unreasonable under circumstances then existing, the parties hereto 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 shall be allowed and directed to revise the restrictions contained herein to cover the maximum period, scope and area permitted by law.

Non-Competition; Non-Solicitation. (a) Participant acknowledges and recognizes the highly competitive nature of the businesses of the Company and its Affiliates and accordingly agrees as follows: (i) During Participant’s employment with or service to the Company or its Affiliates (the “Employment Term”) and for a period that ends beginning on the later of (A) one year following the date Participant ceases to be employed by or in service to the Company or any of its Affiliates or (B) the last date any portion of the Award granted under this Agreement is eligible to vest if Participant ceases to be employed by the Company or any of its Affiliates as a result of the Participant’s Retirement (if any), and ending on last date any portion of the Award granted under this Agreement is eligible to vest (the “Restricted Period”), Participant shall will not, whether on Participant’s own behalf or on behalf of or in conjunction with any person, firm, partnership, joint venture, association, corporation or other business organization, entity or enterprise whatsoever (“Person”), directly or indirectly solicit or assist in soliciting in competition with the Restricted Group in the Business, the business of any then current or prospective client or customer with whom Participant (or his direct reports) had personal contact or dealings on behalf of the Company or any of its Affiliates during the one-year period preceding Participant’s termination of employment or serviceemployment. (ii) During the Restricted Period, Participant shall will not directly or indirectly: (A) engage in the Business providing services in the nature of the services Participant provided to the Company at any time in the one year prior to the termination of Participant’s employment or serviceemployment, for a Competitor; (B) enter the employ of, or render any services to, a Competitor, except where such employment or services do not relate in any manner to the Business; (C) acquire a financial interest in, or otherwise become actively involved with, a Competitor, directly or indirectly, as an individual, partner, shareholder, officer, director, principal, agent, trustee or consultant; or (D) intentionally and adversely interfere with, or attempt to adversely interfere with, business relationships between the members of the Restricted Group and any of their clients, customers, suppliers, partners, members or investors. (iii) Notwithstanding anything to the contrary in this Appendix A, Participant may, directly or indirectly own, solely as an investment, securities of any Person engaged in a Business (including, without limitation, a Competitor) which are publicly traded on a national or regional stock exchange or on the over-the-counter market if Participant (A) is not a controlling person of, or a member of a group which controls, such person and (B) does not, directly or indirectly, own 2% or more of any class of securities of such Person. (iv) During the Restricted Period, Participant shall will not, whether on Participant’s own behalf or on behalf of or in conjunction with any Person, directly or indirectly: (A) solicit or encourage any executive-level employee of the Restricted Group, with whom Participant has had material business contact during the period for which the Participant is employed by the Company or any of its Affiliates (the “Employment Term Term”) or, if no longer an employee or consultantemployee, in the one year prior to the termination of Participant’s employment with or service to any member of the Company Group, Group to leave the employment of the Restricted Group to become affiliated in any respect with a Competitor or otherwise be engaged in the Business; or (B) hire any such executive-level employee to become affiliated in any respect with a Competitor or otherwise be engaged in the Business and with whom Participant had material business contact in the one year prior to the termination of Participant’s employment with or service to the Company, who (x) was employed by the Restricted Group as of the date of Participant’s termination of employment with or service to the Company or any of its Affiliates or (y) left the employment of the Restricted Group within one year after the termination of Participant’s employment with or service to the Company or any of its Affiliates. (v) For purposes of this Agreement:

Non-Competition; Non-Solicitation. (a) Participant acknowledges and recognizes the highly competitive nature of the businesses of the Company and its Affiliates and accordingly agrees as follows: (i1) During Participant’s employment with or service to the Company or its Affiliates (the “Employment Term”) and for a period that ends commencing on the later of (A) one Separation Date and expiring two year following the date Participant ceases to be employed by or in service to the Company or any of its Affiliates or (B) the last date any portion of the Award granted under this Agreement is eligible to vest if Participant ceases to be employed by the Company or any of its Affiliates as a result of the Participant’s Retirement Separation Date (the “Restricted "Noncompetition Period”"), Participant the Employee shall not, whether on Participant’s own behalf or on behalf of or in conjunction with any person, firm, partnership, joint venture, association, corporation or other business organization, entity or enterprise whatsoever (“Person”), directly or indirectly solicit or assist in soliciting in competition with the Restricted Group in the Business, the business of any then current or prospective client or customer with whom Participant (or his direct reports) had personal contact or dealings on behalf of the Company or any of its Affiliates during the one-year period preceding Participant’s termination of employment or service. (ii) During the Restricted Period, Participant shall not directly or indirectly: (A) engage in the Business providing services in the nature of the services Participant provided to the Company at any time in the one year prior to the termination of Participant’s employment or service, for a Competitor; (B) enter the employ of, or render any services to, a Competitor, except where such employment or services do not relate in any manner to the Business; (C) acquire a financial interest in, or otherwise become actively involved with, a Competitor, directly or indirectly, as an individual, partner, shareholder, officer, director, principal, agent, trustee or consultant; or (D) intentionally and adversely interfere with, or attempt to adversely interfere with, business relationships between the members of the Restricted Group and any of their clients, customers, suppliers, partners, members or investors. (iii) Notwithstanding anything to the contrary in this Appendix A, Participant may, directly or indirectly own, solely as an investment, securities of any Person engaged in a Business (including, without limitation, a Competitor) which are publicly traded on a national or regional stock exchange or on the over-the-counter market if Participant (A) is not a controlling person of, or a member of a group which controls, such person and (B) does not, directly or indirectly, own 2% own, manage, operate, control or more participate in the ownership, management, operation or control of, or be connected as an officer, employee, consultant, partner, or director with, any business conducted anywhere in any State within the eastern half of any class the United States of securities America which is or which becomes during the Noncompetition Period directly or indirectly competitive with the Automotive Division of the Company (as such Persondivision is described in the Company's Form 10K-SB for the Company's fiscal year ended December 31, 1999), as the same is conducted as of the Separation Date (each such business, a "Competitive Automotive Operation"). (iv2) During the Restricted period commencing on the Separation Date and expiring three and one-half years following the Separation Date (the "Nonsolicitation Period"), Participant the Employee shall not, whether on Participant’s own behalf or on behalf of or in conjunction with any Person, directly or indirectly: , solicit, interfere with, hire or offer to hire any person who is or was an employee of the Company during the 12-month period prior to the Separation Date, or induce such person to discontinue her or her relationship with the Company or to accept employment by, or enter into a business relationship with, the Employee or any other entity or person; provided, however, that the Employee may offer employment to any person who was an employee of IG2, Inc. during the Nonsolicitation Period. During the Nonsolicitation Period, the Employee shall not, directly or indirectly, (i) solicit, interfere with, induce or entice away any person or entity that is or was a client, customer or agent of the Company during the 24-month period prior to the Separation Date, with respect to any product or service which is directly or indirectly competitive with the Automotive Division, as the same are conducted as of the Separation Date, or (ii) in any manner persuade or attempt to persuade any such person or entity (A) solicit or encourage any executive-level employee of the Restricted Group, to discontinue a business relationship with whom Participant has had material business contact during the Employment Term or, if no longer an employee or consultant, in the one year prior to the termination of Participant’s employment with or service to any member of the Company Group, to leave the employment of the Restricted Group to become affiliated in any respect with a Competitor or otherwise be engaged in the Business; or (B) hire to enter into a business relationship with the Employee or any such executive-level employee other entity or person which would be adverse to become affiliated the interests of the Automotive Division. In the event any restriction against engaging in a competitive activity contained in this Section 5 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 respect with a Competitor or otherwise other respect, it shall be engaged in interpreted to extend only over the Business and with whom Participant had material business contact in maximum period of time for which it may be enforceable, over the one year prior to the termination of Participant’s employment with or service to the Company, who (x) was employed by the Restricted Group as of the date of Participant’s termination of employment with or service to the Company or any of its Affiliates or (y) left the employment of the Restricted Group within one year after the termination of Participant’s employment with or service to the Company or any of its Affiliates. (v) For purposes of this Agreement:maximum geographical area as

Non-Competition; Non-Solicitation. (a) Participant Executive acknowledges and recognizes the highly competitive nature of the businesses of the Company and its Affiliates affiliates and accordingly agrees as follows: (i) During Participant’s employment with or service to the Company or its Affiliates Restricted Period (the “Employment Term”) and for a period that ends on the later of (A) one year following the date Participant ceases to be employed by or in service to the Company or any of its Affiliates or (B) the last date any portion of the Award granted under this Agreement is eligible to vest if Participant ceases to be employed by the Company or any of its Affiliates as a result of the Participant’s Retirement (the “Restricted Period”defined below), Participant shall Executive will not, whether on ParticipantExecutive’s own behalf or on behalf of or in conjunction with any person, firm, partnership, joint venture, association, corporation or other business organization, entity or enterprise whatsoever (“Person”), directly or indirectly solicit or assist in soliciting in competition with the Restricted Group in the Business, the business of any then current or prospective client or customer with whom Participant (or his direct reports) had personal contact or dealings on behalf of the Company or any of its Affiliates during the one-year period preceding Participant’s termination of employment or service. (ii) During the Restricted Period, Participant shall not directly or indirectly: (A) engage engage, in a competitive capacity, in any business that competes with the Company’s business in the Business providing services athletic specialty and/or sporting goods retail industry (a “Competitive Business”) in the nature of the services Participant provided to the Company at any time in the one year prior to the termination of Participant’s employment or service, for a CompetitorUnited States; (B) in a competitive capacity, enter the employ of, or render any services to, or enter into any contractual agreement or relationship with any Person (or any division or controlled or controlling affiliate of any Person) that engages in a Competitor, except where such employment or services do not relate in any manner to the Competitive Business; (C) acquire a financial interest in, or otherwise become actively involved with, a Competitorany Competitive Business, directly or indirectly, as an individual, partner, shareholder, officer, director, principal, agent, trustee or consultantconsultant or transfer any business to, or in any other way facilitate any other Person’s ability to engage in a Competitive Business; or (D) intentionally and adversely interfere with, or attempt to adversely interfere with, business relationships (whether formed before, on or after the date of this Agreement) between the members of the Restricted Group and Company or any of their clients, its affiliates and its customers, suppliers, partners, members investors or investorsvendors. (iiiii) Notwithstanding anything to the contrary in this Appendix AAgreement, Participant Executive may, directly or indirectly own, solely as an investment, securities of any Person engaged in a Competitive Business (including, without limitation, a Competitor) which that are publicly traded on a national or regional stock exchange or on the over-the-counter market if Participant Executive (Ai) is not a controlling person Person of, or a member of a group which that controls, such person Person and (Bii) does not, directly or indirectly, own 25% or more of any class of securities of such Person. (iviii) During the Restricted Period, Participant Executive shall not, whether on ParticipantExecutive’s own behalf or on behalf of or in conjunction with any Person, directly or indirectly: (A) solicit or encourage any executive-level employee of the Restricted Group, with whom Participant has had material business contact during the Employment Term or, if no longer an employee Company or consultant, in the one year prior to the termination of Participant’s employment with or service to any member of the Company Group, its affiliates to leave the employment of the Restricted Group to become affiliated in any respect with a Competitor Company or otherwise be engaged in the Businessits affiliates; or (B) hire any such executive-level employee to become affiliated in any respect with a Competitor or otherwise be engaged in the Business and with whom Participant had material business contact in the one year prior to the termination of Participant’s employment with or service to the Company, who (x) was employed by the Restricted Group Company or its affiliates as of the date of ParticipantExecutive’s termination of employment with or service to the Company or any of its Affiliates or (y) who left the employment of the Restricted Group Company or its affiliates coincident with, or within one year after prior to or after, the termination of ParticipantExecutive’s employment with or service to the Company or any of its AffiliatesCompany. (vb) It is expressly understood and agreed that although Executive and the Company consider the restrictions contained in this Section 8 to be reasonable, if a final judicial determination is made by a court of competent jurisdiction that the time or territory or any other restriction contained in this Agreement is an unenforceable restriction against Executive, the provisions of this Agreement shall not be rendered void but shall be deemed amended to apply as to such maximum time and territory and to such maximum extent as such court may judicially determine or indicate to be enforceable. Alternatively, if any court of competent jurisdiction finds that any restriction contained in this Agreement is unenforceable, and such restriction cannot be amended so as to make it enforceable, such finding shall not affect the enforceability of any of the other restrictions contained herein. (c) For purposes of this Agreement:, “Restricted Period” shall mean the period commencing on the Effective Date and ending (i) 12 months following the Termination Date if Executive’s employment with the Company terminates under the circumstances described in Section 7(c)(iv) or Section 7(e), (ii) 18 months following the Termination Date if Executive’s employment with the Company terminates under the circumstances described in Section 7(c)(iii), (iii) 24 months following the Termination Date if Executive’s employment with the Company terminates under the circumstances described in Section 7(d)(iii), or (iv) upon the date Executive ceases to be employed by the Company for any other reason.

Non-Competition; Non-Solicitation. (a) Participant acknowledges and recognizes the highly competitive nature of the businesses of the Company and its Affiliates Group and accordingly agrees as follows: (i) During the Participant’s employment with or service to the Company or its Affiliates Group (the “Employment Term”) and for a period that ends on the later to occur of (A) one year following the date Participant ceases to be employed by or in service to first anniversary of the Company or any of its Affiliates Termination Date or (B) the last date day on which any portion of the Award granted under this Agreement is eligible to vest if Participant ceases to be employed by the Company or any of its Affiliates Group as a result of the Participant’s Retirement (such period, the “Restricted Period”), Participant shall will not, whether on Participant’s own behalf or on behalf of or in conjunction with any person, firm, partnership, joint venture, association, corporation or other business organization, entity or enterprise whatsoever (“Person”), directly or indirectly solicit or assist in soliciting in competition with away from the Restricted Group in the Business, Company the business of any then current or prospective client or customer with whom Participant (or his or her direct reports) had personal contact or dealings on behalf of the Company or any of its Affiliates during the one-year period preceding Participant’s termination of employment or servicethe Termination Date. (ii) During the Restricted Period, Participant shall will not directly or indirectly: (A) engage in the Business providing services in the nature of the services Participant provided to any member of the Company Group at any time in the one year prior to the termination of Participant’s employment or serviceTermination Date, for a CompetitorCompetitor (as defined below) in the Restricted Area (as defined below); (B) enter the employ of, or render any services to, a CompetitorCompetitor in the Restricted Area, except where such employment or services do not relate in any manner to the Business; (C) acquire a financial interest in, or otherwise become actively involved with, a CompetitorCompetitor in the Restricted Area, directly or indirectly, as an individual, partner, shareholder, officer, director, principal, agent, trustee or consultant; or (D) intentionally and adversely interfere with, or attempt to adversely interfere with, business relationships between the members of the Restricted Company Group and any of their clients, customers, suppliers, partners, members or investors. (iii) Notwithstanding anything to the contrary in this Appendix A, Participant may, directly or indirectly own, solely as an investment, securities of any Person engaged in a Business (including, without limitation, a Competitor) which are publicly traded on a national or regional stock exchange or on the over-the-counter market if Participant (A) is not a controlling person of, or a member of a group which controls, such person and (B) does not, directly or indirectly, own 2% or more of any class of securities of such Person. (iv) During the Restricted Period, Participant shall will not, whether on Participant’s own behalf or on behalf of or in conjunction with any PersonPerson or entity, directly or indirectly: (A) indirectly solicit or encourage any executive-level employee of the Restricted Group, with whom Participant has had material business contact during the Employment Term or, if no longer an employee or consultant, in the one year prior to the termination of Participant’s employment with or service to any member of the Company Group, Group to leave the employment of the Restricted Company Group to become affiliated in any respect with a Competitor or otherwise be engaged in the Business; or (B) hire any such executive-level employee to become affiliated in any respect with a Competitor or otherwise be engaged in the Business and with whom Participant had material business contact in the one year prior to the termination of Participant’s employment with or service to the Company, who (x) was employed by the Restricted Company Group as of the date of Participant’s termination of employment with or service Termination Date, provided that this prohibition does not apply to (i) administrative personnel employed by the Company or (ii) any of its Affiliates or (y) left the employment of the Restricted Group within one year after the termination of Participant’s employment with or service to Company employee who is hired away from the Company as a result of responding to a generic job posting on a website or in a newspaper or periodical of general circulation, without any of its Affiliatesinvolvement or encouragement by Participant. (v) During the Restricted Period, the Participant will not, whether on the Participant’s own behalf or on behalf of or in conjunction with any Person, directly and intentionally encourage any consultant of the Company to cease working with the Company. (vi) For purposes of this Agreement:

Non-Competition; Non-Solicitation. (a) The Participant acknowledges and recognizes the highly competitive nature of the businesses of the Company and its Affiliates Group and accordingly agrees as follows: (i) During Participant’s employment with or service to While the Participant is employed by the Company or its Affiliates Group (the “Employment Term”) and for a period that ends on the later to occur of (A) one year following the date Participant ceases to be employed by or in service to first anniversary of the Company or any of its Affiliates Termination Date or (B) the last date day on which any portion of the Award RSUs granted under this Agreement is are eligible to vest if the Participant ceases to be employed by the Company or any of its Affiliates Group as a result of the Participant’s Retirement (such period, the “Restricted Non-Solicitation Period”), the Participant shall will not, whether on the Participant’s own behalf or on behalf of or in conjunction with any person, firm, partnership, joint venture, association, corporation or other business organization, entity or enterprise whatsoever (“Person”), directly or indirectly solicit or assist in soliciting in competition with away from the Restricted Group in the Business, Company the business of any then current or prospective client or customer with whom the Participant (or his or her direct reports) had personal contact or dealings on behalf of the Company or any of its Affiliates about whom the Participant had access to Confidential Information during the one-year period preceding Participant’s termination of employment or servicethe Termination Date. (ii) During the Restricted PeriodEmployment Term and for a period that ends on the later of (A) six (6) months after the Termination Date or (B) the last day on which any portion of the RSUs granted under this Agreement are eligible to vest if the Participant ceases to perform services on behalf of the Company Group as a result of the Participant’s Retirement, the Participant shall not will not, directly or indirectly: (A) engage in the Business providing services in the nature of the services the Participant provided to any member of the Company Group at any time in the one year prior to the termination of Participant’s employment or serviceTermination Date, for a CompetitorCompetitor (as defined below) in the Restricted Area (as defined below); (B) enter the employ of, or render any services to, a CompetitorCompetitor in the Restricted Area that are in the nature of the services the Participant provided to the Company at any time in the six (6) months prior to the Termination Date, except where such employment or services do not relate in any manner to the Business; (C) acquire a financial interest in, or otherwise become actively involved with, a CompetitorCompetitor in the Restricted Area, directly or indirectly, as an individual, partner, shareholder, officer, director, principal, agent, trustee or consultant; or (D) intentionally and adversely interfere with, or attempt to adversely interfere with, business relationships between the members of the Restricted Company Group and any of their clients, customers, suppliers, partners, members or investors. (iii) Notwithstanding anything to the contrary in this Appendix A, the Participant may, directly or indirectly indirectly, own, solely as an investment, securities of any Person engaged in a Business (including, without limitation, a Competitor) which are publicly traded on a national or regional stock exchange or on the over-the-counter market if the Participant (A) is not a controlling person Person of, or a member of a group which controls, such person Person and (B) does not, directly or indirectly, own 2% or more of any class of securities of such Person. (iv) During the Restricted Non-Solicitation Period, the Participant shall will not, whether on the Participant’s own behalf or on behalf of or in conjunction with any Person or entity, directly or indirectly solicit or encourage any employee of the Company Group with whom the Participant (or his or her direct reports) had personal contact or dealings on behalf of the Company or about whom the Participant had access to Confidential Information during the one-year period preceding the Termination Date to leave the employment of the Company Group or hire any employee who was employed by the Company Group as of the Termination Date, provided that this prohibition does not apply to (i) administrative personnel employed by the Company or (ii) any Company employee who is hired away from the Company as a result of responding to a generic job posting on a website or in a newspaper or periodical of general circulation, without any involvement or encouragement by the Participant. (v) During the Non-Solicitation Period, the Participant will not, whether on the Participant’s own behalf or on behalf of or in conjunction with any Person, directly or indirectly: (A) solicit or and intentionally encourage any executive-level employee of the Restricted Group, with whom Participant has had material business contact during the Employment Term or, if no longer an employee or consultant, in the one year prior to the termination of Participant’s employment with or service to any member consultant of the Company Group, to leave the employment of the Restricted Group to become affiliated in any respect cease working with a Competitor or otherwise be engaged in the Business; or (B) hire any such executive-level employee to become affiliated in any respect with a Competitor or otherwise be engaged in the Business and with whom Participant had material business contact in the one year prior to the termination of Participant’s employment with or service to the Company, who (x) was employed by the Restricted Group as of the date of Participant’s termination of employment with or service to the Company or any of its Affiliates or (y) left the employment of the Restricted Group within one year after the termination of Participant’s employment with or service to the Company or any of its Affiliates. (vvi) For purposes of this Agreement:

Non-Competition; Non-Solicitation. (a) The Participant acknowledges and recognizes agrees that during the highly competitive nature period of the businesses of Participant's Service with the Company and its Affiliates Affiliates, and accordingly agrees as followsfor a one (1) year period immediately following termination of such Service for any reason, the Participant shall not, without the advance written approval of the Company: (i) During Participant’s employment with directly or service to the Company or its Affiliates (the “Employment Term”) and for a period that ends on the later of (A) one year following the date Participant ceases to indirectly provide consultative services to, own, manage, operate, join, control, participate in, be engaged in, employed by or in service to the Company or be connected with, any of its Affiliates or (B) the last date any portion of the Award granted under this Agreement is eligible to vest if Participant ceases to be employed by the Company or any of its Affiliates as a result of the Participant’s Retirement (the “Restricted Period”)business, Participant shall notindividual, whether on Participant’s own behalf or on behalf of or in conjunction with any personpartner, firm, partnership, joint venture, association, corporation or other business organization, entity or enterprise whatsoever (“Person”), that directly or indirectly solicit or assist in soliciting in competition competes with the Restricted Group in the Business, the business of any then current or prospective client or customer with whom Participant (or his direct reports) had personal contact or dealings on behalf of the Company or any of its Affiliates during Subsidiaries, provided that notwithstanding the one-year period preceding foregoing, the mere "beneficial ownership" by the Participant’s termination , either individually or as a member of employment or service.a "group" (as such terms are used in Rule 13(d) issued under the Exchange Act) of not more than five percent (5%) of the voting stock of any public company shall not be deemed a violation of this Section 4(a)(i); (ii) During the Restricted Period, Participant shall not directly or indirectly: (A) indirectly engage in the Business providing services in the nature of the services Participant provided to the Company at any time in the one year prior to the termination of Participant’s employment recruiting, soliciting or service, for a Competitor; (B) enter the employ of, or render any services to, a Competitor, except where such employment or services do not relate in any manner to the Business; (C) acquire a financial interest in, or otherwise become actively involved with, a Competitor, directly or indirectly, as an individual, partner, shareholder, officer, director, principal, agent, trustee or consultant; or (D) intentionally and adversely interfere with, or attempt to adversely interfere with, business relationships between the members of the Restricted Group and any of their clients, customers, suppliers, partners, members or investors. (iii) Notwithstanding anything to the contrary in this Appendix A, Participant may, directly or indirectly own, solely as an investment, securities inducing of any Person engaged in a Business (including, without limitation, a Competitor) which are publicly traded on a national or regional stock exchange or on the over-the-counter market if Participant (A) is not a controlling person of, or a member of a group which controls, such person and (B) does not, directly or indirectly, own 2% or more of any class of securities of such Person. (iv) During the Restricted Period, Participant shall not, whether on Participant’s own behalf or on behalf of or in conjunction with any Person, directly or indirectly: (A) solicit or encourage any executive-level employee of the Restricted Group, with whom Participant has had material business contact during the Employment Term or, if no longer an nonclerical employee or consultant, in the one year prior to the termination employees of Participant’s employment with or service to any member of the Company Group, to leave the employment of the Restricted Group to become affiliated in any respect with a Competitor or otherwise be engaged in the Business; or (B) hire any such executive-level employee to become affiliated in any respect with a Competitor or otherwise be engaged in the Business and with whom Participant had material business contact in the one year prior to the termination of Participant’s employment with or service to the Company, who (x) was employed by the Restricted Group as of the date of Participant’s termination of employment with or service to the Company or any of its Affiliates Subsidiaries to terminate their employment with, or (y) left the employment of the Restricted Group within one year after the termination of Participant’s employment with or service to otherwise cease their relationship with, the Company or any of its Affiliates.Subsidiaries, or in hiring or assisting another person or entity to hire any employee of the Company or any of its Subsidiaries or any person who within the last six (6) months had been a nonclerical employee of the Company or any of its Subsidiaries; or (viii) For purposes directly or indirectly solicit, induce or encourage or attempt to persuade any agent, supplier or customer of this Agreement:the Company or any of its Subsidiaries to reduce or terminate such agency or business relationship.

Non-Competition; Non-Solicitation. (a) The Participant acknowledges and recognizes the highly competitive nature of the businesses of the Company and its Affiliates Group and accordingly agrees as follows: (i) During Participant’s employment with or service to While the Participant is employed by the Company or its Affiliates Group (the “Employment Term”) and for a period that ends on the later to occur of (A) one year following the date Participant ceases to be employed by or in service to first anniversary of the Company or any of its Affiliates Termination Date or (B) the last date day on which any portion of the Award RSUs granted under this Agreement is are eligible to vest if the Participant ceases to be employed by the Company or any of its Affiliates Group as a result of the Participant’s Retirement (such period, the “Restricted Period”), the Participant shall will not, whether on the Participant’s own behalf or on behalf of or in conjunction with any person, firm, partnership, joint venture, association, corporation or other business organization, entity or enterprise whatsoever (“Person”), directly or indirectly solicit or assist in soliciting in competition with away from the Restricted Group in the Business, Company the business of any then current or prospective client or customer with whom the Participant (or his or her direct reports) had personal contact or dealings on behalf of the Company or any of its Affiliates during the one-year period preceding Participant’s termination of employment or servicethe Termination Date. (ii) During the Restricted Period, Participant shall not will not, directly or indirectly: (A) engage in the Business providing services in the nature of the services the Participant provided to any member of the Company Group at any time in the one year prior to the termination of Participant’s employment or serviceTermination Date, for a CompetitorCompetitor (as defined below) in the Restricted Area (as defined below); (B) enter the employ of, or render any services to, a CompetitorCompetitor in the Restricted Area, except where such employment or services do not relate in any manner to the Business; (C) acquire a financial interest in, or otherwise become actively involved with, a CompetitorCompetitor in the Restricted Area, directly or indirectly, as an individual, partner, shareholder, officer, director, principal, agent, trustee or consultant; or (D) intentionally and adversely interfere with, or attempt to adversely interfere with, business relationships between the members of the Restricted Company Group and any of their clients, customers, suppliers, partners, members or investors. (iii) Notwithstanding anything to the contrary in this Appendix A, the Participant may, directly or indirectly indirectly, own, solely as an investment, securities of any Person engaged in a Business (including, without limitation, a Competitor) which are publicly traded on a national or regional stock exchange or on the over-the-counter market if the Participant (A) is not a controlling person of, or a member of a group which controls, such person Person and (B) does not, directly or indirectly, own 2% or more of any class of securities of such Person. (iv) During the Restricted Period, the Participant shall will not, whether on the Participant’s own behalf or on behalf of or in conjunction with any Person or entity, directly or indirectly solicit or encourage any employee of the Company Group to leave the employment of the Company Group or hire any employee who was employed by the Company Group as of the Termination Date, provided that this prohibition does not apply to (i) administrative personnel employed by the Company or (ii) any Company employee who is hired away from the Company as a result of responding to a generic job posting on a website or in a newspaper or periodical of general circulation, without any involvement or encouragement by Participant. (v) During the Restricted Period, the Participant will not, whether on the Participant’s own behalf or on behalf of or in conjunction with any Person, directly or indirectly: (A) solicit or and intentionally encourage any executive-level employee of the Restricted Group, with whom Participant has had material business contact during the Employment Term or, if no longer an employee or consultant, in the one year prior to the termination of Participant’s employment with or service to any member consultant of the Company Group, to leave the employment of the Restricted Group to become affiliated in any respect cease working with a Competitor or otherwise be engaged in the Business; or (B) hire any such executive-level employee to become affiliated in any respect with a Competitor or otherwise be engaged in the Business and with whom Participant had material business contact in the one year prior to the termination of Participant’s employment with or service to the Company, who (x) was employed by the Restricted Group as of the date of Participant’s termination of employment with or service to the Company or any of its Affiliates or (y) left the employment of the Restricted Group within one year after the termination of Participant’s employment with or service to the Company or any of its Affiliates. (vvi) For purposes of this Agreement:

Non-Competition; Non-Solicitation. Non-interference. (a) Participant acknowledges During the Term of Employment and recognizes the highly competitive nature of the businesses of the Company and its Affiliates and accordingly agrees as follows: (i) During Participant’s employment with or service to the Company or its Affiliates (the “Employment Term”) and for a period that ends on the later of (A) one year following the date Participant ceases to be employed by or in service to the Company or any of its Affiliates or (B) the last date any portion of the Award granted under this Agreement is eligible to vest if Participant ceases to be employed by the Company or any of its Affiliates as a result of the Participant’s Retirement (the “Restricted Period”), Participant Executive shall not, whether without the prior written consent of the Company, on ParticipantExecutive’s own behalf or on behalf of or in conjunction with any person, firm, partnership, joint venture, association, corporation or other business organization, entity or enterprise whatsoever (“Person”), directly or indirectly solicit or assist in soliciting in competition with the Restricted Group in the Business, the business of any then current or prospective client or customer with whom Participant (or his direct reports) had personal contact or dealings on behalf of the Company or any of its Affiliates during the one-year period preceding Participant’s termination of employment or service. (ii) During the Restricted Period, Participant shall not directly or indirectly: (A) engage in the Business providing services in the nature of the services Participant provided to the Company at any time in the one year prior to the termination of Participant’s employment or service, for a Competitor; (B) enter the employ of, or render any services to, a Competitor, except where such employment or services do not relate in any manner to the Business; (C) acquire a financial interest in, or otherwise become actively involved with, a Competitor, directly or indirectlythird party, as an individualowner, principal, agent, partner, shareholderemployee, officer, director, consultant, consultant or otherwise, engage in any Competitive Activity. (b) During the Term of Employment and the Restricted Period, Executive shall not directly or indirectly solicit, induce or retain, or assist any third party in soliciting, inducing or retaining, any current or former employee of the Company Group to become associated with, or to perform services on behalf of, Executive or any Competing Entity, or otherwise disrupt, impair, damage or interfere with the Company Group’s relationships with its employees. For purposes of this Section 7, a “former” employee of the Company Group shall be one who left his or her employment within twelve (12) months prior to such solicitation, inducement or retention. (c) During the Term of Employment and the Restricted Period, Executive shall not directly or indirectly solicit, induce or influence, or attempt to solicit, induce or influence, any customer, prospective customer, supplier or vendor of the Company Group to divert his, her or its business to any Competing Entity, or otherwise disrupt, impair, damage or interfere with any of the Company Group’s contractual or business relationships, including without limitation with respect to any of its customers, suppliers or vendors. For purposes of this Section 7(c), a “prospective” customer shall be one with respect to whom or which Executive had contact or participated in any proposal to provide products or services during the last two (2) years of Executive’s employment with the Company. (d) For any portion of the Restricted Period during which Executive is restricted by the terms of Section 7(a) above from accepting employment or other remunerative association with a Competing Entity, as confirmed by Executive’s provision to the Company of the notice set forth in Section 8 below along with a bona fide employment offer from a Competing Entity or other means of verification acceptable to the Company, or by the terms of Sections 7(b) or 7(c) above from soliciting business or employees from the Company Group, the Company shall pay Executive a sum equal to the base compensation Executive was receiving from the Company at the time of termination of Executive’s employment with the Company, less applicable withholdings and deductions and in accordance with the Company’s usual and customary payroll practices. From any payments made by the Company pursuant to this Section 7(d) shall be deducted the total of (i) any remuneration paid or due Executive for any services rendered by Executive during that period (whether as owner, principal, agent, trustee partner, employee, officer, director, consultant, contractor or consultant; or otherwise), (Dii) intentionally any retirement, pension, severance, disability or other similar income Executive received from the Company during that period and adversely interfere with, or attempt to adversely interfere with, business relationships between the members of the Restricted Group and any of their clients, customers, suppliers, partners, members or investors. (iii) Notwithstanding anything any unemployment benefits or other similar compensation or benefits Executive received during that period, and the Company’s obligation to the contrary in this Appendix A, Participant may, directly or indirectly own, solely as an investment, securities of make any Person engaged in a Business (including, without limitation, a Competitor) which are publicly traded on a national or regional stock exchange or on the over-the-counter market if Participant (A) is not a controlling person of, or a member such payment shall be conditioned upon its receipt from Executive of a group which controls, signed written certification setting forth all such person and (Bamounts paid or due Executive for that period. The Company’s obligation to make any payments under this Section 7(d) does not, directly or indirectly, own 2% or more shall cease upon the earlier of any class of securities of such Person. (iv) During the Restricted Period, Participant shall not, whether on Participant’s own behalf or on behalf of or in conjunction with any Person, directly or indirectly: (A) solicit or encourage any executive-level employee of the Restricted Group, with whom Participant has had material business contact during the Employment Term or, if no longer an employee or consultant, in the one year prior to the termination of Participant’s employment with or service to any member of the Company Group, to leave the employment of the Restricted Group to become affiliated in any respect with a Competitor or otherwise be engaged in the Business; or (B) hire any such executive-level employee to become affiliated in any respect with a Competitor or otherwise be engaged in the Business and with whom Participant had material business contact in the one year prior to the termination of Participant’s employment with or service to the Company, who (x) was employed by the Restricted Group as Company’s waiver of the date of Participant’s termination of employment with or service restrictions contained in this Section, to the Company extent permissible under applicable law or any of its Affiliates works council or collective bargaining agreements or (y) left the employment expiration of the Restricted Group within one year after the termination of Participant’s employment with or service to the Company or any of its AffiliatesPeriod. (v) For purposes of this Agreement:

Non-Competition; Non-Solicitation. (a) Participant acknowledges and recognizes the highly competitive nature of the businesses of the Company and its Affiliates and accordingly agrees as follows: (i) During Participant’s employment with or service to the Company or its Affiliates (the “Employment Term”) and and, in the event Participant is entitled to receive a severance payment upon the termination of Participant’s employment with the Company in accordance with the Company’s applicable severance plans, for a period that ends on the later of (A) one year following the date Participant ceases to be employed by or in service to the Company or any of its Affiliates or (B) the last date any portion of the Award granted under this Agreement is eligible to vest if Participant ceases to be employed by the Company or any of its Affiliates as a result of the Participant’s Retirement (the “Restricted Period”), Participant shall will not, whether on Participant’s own behalf or on behalf of or in conjunction with any person, firm, partnership, joint venture, association, corporation or other business organization, entity or enterprise whatsoever (“Person”), directly or indirectly solicit or assist in soliciting in competition with the Restricted Group in the Business, the business of any then current or prospective client or customer with whom Participant (or his direct reports) had personal contact or dealings on behalf of the Company or any of its Affiliates during the one-year period preceding Participant’s termination of employment or serviceemployment. (ii) During the Restricted Period, Participant shall will not directly or indirectly: (A) engage in the Business providing services for a Competitor in any geographical area that is within 25 miles of any geographical area where the Restricted Group engages in the nature of the services Participant provided to the Company at any time in the one year prior to the termination of Participant’s employment or service, for a CompetitorBusiness; (B) enter the employ of, or render any services to, a Competitor, except where such employment or services do not relate in any manner to the Business; (C) acquire a financial interest in, or otherwise become actively involved with, a Competitor, directly or indirectly, as an individual, partner, shareholder, officer, director, principal, agent, trustee or consultant; or (D) intentionally and adversely interfere with, or attempt to adversely interfere with, business relationships between the members of the Restricted Group and any of their clients, customers, suppliers, partners, members or investors; provided that this Section 1(a)(ii) shall cease to apply during any time that The Blackstone Group L.P. and its affiliated investment funds beneficially own less than twenty-five percent of the voting power of the Company. (iii) Notwithstanding anything to the contrary in this Appendix A, Participant may, directly or indirectly own, solely as an investment, securities of any Person engaged in a Business (including, without limitation, a Competitor) which are publicly traded on a national or regional stock exchange or on the over-the-counter market if Participant (Ai) is not a controlling person of, or a member of a group which controls, such person and (Bii) does not, directly or indirectly, own 2% or more of any class of securities of such Person. (iv) During the Restricted Period, Participant shall will not, whether on Participant’s own behalf or on behalf of or in conjunction with any Person, directly or indirectly: (A) solicit or encourage any executive-level employee of the Restricted Group, with whom Participant has had material business contact during the Employment Term or, if no longer an employee or consultant, in the one year prior to the termination of Participant’s employment with or service to any member of the Company Group, Group to leave the employment of the Restricted Group to become affiliated in any respect with a Competitor or otherwise be engaged in the BusinessGroup; or (B) hire any such executive-level employee to become affiliated in any respect with a Competitor or otherwise be engaged in the Business and with whom Participant had material business contact in the one year prior to the termination of Participant’s employment with or service to the Company, who (x) was employed by the Restricted Group as of the date of Participant’s termination of employment with or service to the Company or any of its Affiliates or (y) who left the employment of the Restricted Group coincident with, or within one year after prior to or after, the termination of Participant’s employment with or service to the Company or any of its AffiliatesCompany. (v) During the Restricted Period, Participant will not, whether on Participant’s own behalf or on behalf of or in conjunction with any Person, directly and intentionally encourage any material consultant of the Restricted Group to cease working with the Restricted Group. (vi) For purposes of this Agreement: