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

Non-Competition; Non-Solicitation. Executive and the Company agree to the non-competition and non-solicitation provisions of this Article VIII: (i) in consideration for the Confidential Information provided by the Company to Executive pursuant to Article V; (ii) as part of the consideration for the compensation and benefits to be paid to Executive hereunder; (iii) to protect the trade secrets and Confidential Information of the Company or its Affiliates disclosed or entrusted to Executive by the Company or its Affiliates or created or developed by Executive for the Company or its Affiliates, the business goodwill of the Company or its Affiliates developed through the efforts of Executive and/or the business opportunities disclosed or entrusted to Executive by the Company or its Affiliates; and (iv) as an additional incentive for the Company to enter into this Agreement. Executive further agrees that the terms and provisions of this Agreement are reasonable and constitute an otherwise enforceable agreement to which the terms and provisions of this Section 8.2 are ancillary or a part of as contemplated by TEX. BUS. & COM. CODE XXX. Section 15.50-15.52. (a) Subject to the exceptions set forth in Section 8.2(b), Executive expressly covenants and agrees that during the Prohibited Period (i) Executive will refrain from carrying on or engaging in, directly or indirectly, any Competing Business in the Restricted Area, and (ii) Executive will not, directly or indirectly, own, manage, operate, join, become an employee, partner, owner or member of (or an independent contractor to), control or participate in or be associated in any way with or loan money to, sell or lease equipment to, or sell or lease real property to any business or Person that engages in a Competing Business in the Restricted Area. (b) Notwithstanding the restrictions contained in Section 8.2(a), Executive may own an aggregate of not more than 2% of the outstanding stock of any class of any corporation engaged in a Competing Business, if such stock is listed on a national securities exchange or regularly traded in the over-the-counter market by a member of a national securities exchange, without violating the provisions of Section 8.2(a), provided that Executive does not have the power, directly or indirectly, to control or direct the management or affairs of any such corporation and is not involved in the management of such corporation. In addition, the restrictions contained in Section 8.2(a) shall not preclude Executive from being employed by a financial institution so long as Executive’s principal duties at such institution are not directly and primarily related to the Business. (c) Executive further expressly covenants and agrees that during the Prohibited Period, Executive will not (i) directly or indirectly, solicit, entice, persuade or induce any Person who is an officer, employee, consultant, agent, or independent contractor of the Company or any of its Affiliates, or was, during the one-year period prior to the Date of Termination, an officer, employee, consultant, agent, or independent contractor of the Company or any of its Affiliates, to terminate his or her employment, engagement, or associations with the Company or such Affiliate, and/or to become employed by any business or Person other than the Company or such Affiliate, and (ii) directly or indirectly, solicit, entice, persuade or induce any business or Person who or which is a customer of the Company or any of its Affiliates during the one-year period prior to the Date of Termination, to terminate, diminish, reduce, or otherwise alter the nature and/or magnitude of that customer relationship. Notwithstanding the foregoing, the restrictions of clause (i) of this Section 8.2(c) shall not apply with respect to an officer, employee, consultant, agent, or independent contractor whose employment or engagement has been involuntarily terminated by the Company or any of its Affiliates (other than for cause). (d) Executive may seek the written consent of the Company, which may be withheld for any reason whatsoever or for no reason at all, to waive the provisions of this Article VIII on a case-by-case basis.

Non-Competition; Non-Solicitation. Executive and the Company agree to the non-competition and non-solicitation provisions of this Article VIII: (i) VIII in consideration for the Confidential Information provided by the Company to Executive pursuant to Article V; (ii) as part VI of the consideration for the compensation and benefits to be paid to Executive hereunder; (iii) this Agreement, to protect the trade secrets and Confidential Information confidential information of the Company or its Affiliates affiliates disclosed or entrusted to Executive by the Company or its Affiliates affiliates or created or developed by Executive for the Company or its Affiliatesaffiliates, to protect the business goodwill of the Company or its Affiliates affiliates developed through the efforts of Executive and/or the business opportunities disclosed or entrusted to Executive by the Company or its Affiliates; affiliates and (iv) as an additional incentive for the Company to enter into this Agreement. Executive further agrees that the terms and provisions of this Agreement are reasonable and constitute an otherwise enforceable agreement to which the terms and provisions of this Section 8.2 are ancillary or a part of as contemplated by TEX. BUS. & COM. CODE XXX. Section 15.50-15.52. (a) Subject to the exceptions set forth in Section 8.2(b)) below, Executive expressly covenants and agrees that during the Prohibited Period (i) Executive will refrain from carrying on or engaging in, directly or indirectly, any Competing Business in the Restricted Area, Area and (ii) Executive will not, and Executive will cause Executive’s affiliates not to, directly or indirectly, own, manage, operate, join, become an employeeemployee of, partnerpartner in, owner or member of (or an independent contractor to), control or participate in or in, be associated in any way connected with or loan money to, sell or lease equipment or property to, or sell otherwise be affiliated with any business, individual, partnership, firm, corporation or lease real property to any business or Person that other entity which engages in a Competing Business in the Restricted Area. (b) Notwithstanding the restrictions contained in Section 8.2(a), Executive or any of Executive’s affiliates may own an aggregate of not more than 2% of the outstanding stock of any class of any corporation engaged in a Competing Business, if such stock is listed on a national securities exchange or regularly traded in the over-the-counter market by a member of a national securities exchange, without violating the provisions of Section 8.2(a), provided that neither Executive does not have nor any of Executive’s affiliates has the power, directly or indirectly, to control or direct the management or affairs of any such corporation and is not involved in the management of such corporation. In addition, the restrictions contained in Section 8.2(a) shall not preclude Executive from being employed by a financial institution so long as Executive’s principal duties at such institution are not directly and primarily related to the Business. (c) Executive further expressly covenants and agrees that during the Prohibited Period, Executive will not, and Executive will cause Executive’s affiliates not to (i) directly engage or indirectlyemploy, solicitor solicit or contact with a view to the engagement or employment of, entice, persuade or induce any Person person who is an officer, employee, consultant, agent, officer or independent contractor employee of the Company or any of its Affiliatesaffiliates or (ii) canvass, solicit, approach or wasentice away or cause to be canvassed, during the one-year period prior to the Date of Terminationsolicited, an officer, employee, consultant, agent, approached or independent contractor of enticed away from the Company or any of its Affiliates, to terminate his or her employment, engagement, or associations with the Company or such Affiliate, and/or to become employed by affiliates any business or Person other than the Company or such Affiliate, and (ii) directly or indirectly, solicit, entice, persuade or induce any business or Person person who or which is a customer of the Company or any of its Affiliates such entities during the one-year period prior to the Date of Termination, to terminate, diminish, reduce, or otherwise alter the nature and/or magnitude of that customer relationship. Notwithstanding the foregoing, the restrictions of clause (i) of this Section 8.2(c) shall not apply with respect to an officer, employee, consultant, agent, or independent contractor whose employment or engagement has been involuntarily terminated during which Executive is employed by the Company or any of its Affiliates (other than for cause)Company. (d) The restrictions contained in Section 8.2 shall not apply to any product or service that the Company provided during Executive’s employment but that the Company no longer provides at the Date of Termination. (e) Before accepting employment with any other person or entity while employed by the Company during the Prohibited Period, Executive may seek the written consent will inform such person or entity of the Company, which may be withheld for any reason whatsoever or for no reason at all, to waive the provisions of restrictions contained in this Article VIII on a case-by-case basisVIII.

Non-Competition; Non-Solicitation. Executive and the Company agree Extractionagree to the non-competition and non-solicitation provisions of this Article VIII: (i) VIII in consideration for the Confidential Information provided by the Company Extractoin to Executive pursuant to Article V; (ii) as part VI of the consideration for the compensation and benefits to be paid to Executive hereunder; (iii) this Agreement, to protect the trade secrets and Confidential Information confidential information of the Company or its Affiliates affiliates disclosed or entrusted to Executive by the Company or its Affiliates affiliates or created or developed by Executive for the Company or its Affiliatesaffiliates, to protect the business goodwill of the Company or its Affiliates affiliates developed through the efforts of Executive and/or the business opportunities disclosed or entrusted to Executive by the Company or its Affiliates; affiliates and (iv) as an additional incentive for the Company Extraction to enter into this Agreement. Executive further agrees that the terms and provisions of this Agreement are reasonable and constitute an otherwise enforceable agreement to which the terms and provisions of this Section 8.2 are ancillary or a part of as contemplated by TEX. BUS. & COM. CODE XXX. Section 15.50-15.52. (a) Subject to the exceptions set forth in Section 8.2(b)) below, Executive expressly covenants and agrees that during the Prohibited Period (i) Executive will refrain from carrying on or engaging in, directly or indirectly, any Competing Business in the Restricted Area, Area and (ii) Executive will not, and Executive will cause Executive’s affiliates not to, directly or indirectly, own, manage, operate, join, become an employeeemployee of, partnerpartner in, owner or member of (or an independent contractor to), control or participate in or in, be associated in any way connected with or loan money to, sell or lease equipment or property to, or sell otherwise be affiliated with any business, individual, partnership, firm, corporation or lease real property to any business or Person that other entity which engages in a Competing Business in the Restricted Area. (b) Notwithstanding the restrictions contained in Section 8.2(a), Executive or any of Executive’s affiliates may own an aggregate of not more than 2% of the outstanding stock of any class of any corporation engaged in a Competing Business, if such stock is listed on a national securities exchange or regularly traded in the over-the-counter market by a member of a national securities exchange, without violating the provisions of Section 8.2(a), provided that neither Executive does not have nor any of Executive’s affiliates has the power, directly or indirectly, to control or direct the management or affairs of any such corporation and is not involved in the management of such corporation. In addition, the restrictions contained in Section 8.2(a) shall not preclude Executive from being employed by a financial institution so long as Executive’s principal duties at such institution are not directly and primarily related to the Business. (c) Executive further expressly covenants and agrees that during the Prohibited Period, Executive will not, and Executive will cause Executive’s affiliates not to (i) directly engage or indirectlyemploy, solicitor solicit or contact with a view to the engagement or employment of, entice, persuade or induce any Person person who is an officer, employee, consultant, agent, officer or independent contractor employee of the Company or any of its Affiliatesaffiliates or (ii) canvass, solicit, approach or wasentice away or cause to be canvassed, during the one-year period prior to the Date of Terminationsolicited, an officer, employee, consultant, agent, approached or independent contractor of enticed away from the Company or any of its Affiliates, to terminate his or her employment, engagement, or associations with the Company or such Affiliate, and/or to become employed by affiliates any business or Person other than the Company or such Affiliate, and (ii) directly or indirectly, solicit, entice, persuade or induce any business or Person person who or which is a customer of the Company or any of its Affiliates such entities during the one-year period prior to the Date of Termination, to terminate, diminish, reduce, or otherwise alter the nature and/or magnitude of that customer relationship. Notwithstanding the foregoing, the restrictions of clause (i) of this Section 8.2(c) shall not apply with respect to an officer, employee, consultant, agent, or independent contractor whose employment or engagement has been involuntarily terminated during which Executive is employed by the Company or any of its Affiliates (other than for cause)Employer. (d) The restrictions contained in Section 8.2 shall not apply to any product or service that the Company or the Employer provided during Executive’s employment but that the Company or the Employer no longer provides at the Date of Termination. (e) Before accepting employment with any other person or entity while employed by the Employer during the Prohibited Period, the Executive may seek the written consent will inform such person or entity of the Company, which may be withheld for any reason whatsoever or for no reason at all, to waive the provisions of restrictions contained in this Article VIII on a case-by-case basisVIII.

Non-Competition; Non-Solicitation. Executive and the Company Employer agree to the non-competition and non-solicitation provisions of this Article VIII: (i) VIII in consideration for the Confidential Information provided by the Company Employer to Executive pursuant to Article V; (ii) as part VI of the consideration for the compensation and benefits this Agreement, to be paid to Executive hereunder; (iii) to further protect the trade secrets and Confidential Information of the Company or its Affiliates disclosed or entrusted to Executive by the Company or its Affiliates or created or developed by Executive for the Company Employer or its Affiliatesaffiliates, to protect the business goodwill of the Company or its Affiliates Employer developed through the efforts of Executive and/or and the business opportunities disclosed or entrusted to Executive by and the Company or its Affiliates; other legitimate business interests of the Employer, and (iv) as an additional express incentive for the Company Employer to enter into this Agreement. Executive further agrees that the terms and provisions of this Agreement are reasonable and constitute an otherwise enforceable agreement to which the terms and provisions of this Section 8.2 are ancillary or a part of as contemplated by TEX. BUS. & COM. CODE XXX. Section 15.50-15.52. (a) Subject to the exceptions set forth in Section 8.2(b)) below, Executive expressly covenants and agrees that during the Prohibited Period (i) Period, Executive will refrain from carrying on or engaging in, directly or indirectly, any Competing Business in competition with the Employer or its affiliates in the Restricted Area. Accordingly, and (ii) Executive will not, and Executive will cause Executive’s affiliates not to, directly or indirectly, own, manage, operate, join, become an employeeemployee of, partnerpartner in, owner owner, or member of (or an independent contractor to), control or participate in or in, be associated in any way connected with or loan money to, sell or lease equipment or property to, or sell or lease real property to otherwise be affiliated with any business or Person that engages in a Competing Business in the Restricted Area. (b) Notwithstanding the restrictions contained in Section 8.2(a), Executive or any of Executive’s affiliates may own an aggregate of not more than 2% of the outstanding stock of any class of any corporation engaged in that is a Competing Business, if such stock is listed on a national securities exchange or regularly traded in the over-the-counter market by a member of a national securities exchange, without violating the provisions of Section 8.2(a), provided that neither Executive does not have nor any of Executive’s affiliates has the power, directly or indirectly, to control or direct the management or affairs of any such corporation and is not involved in the management of such corporation. In addition, the restrictions contained in Section 8.2(a) shall not preclude Executive from being employed by a financial institution so long as Executive’s principal duties at such institution are not directly and primarily related to the Business. (c) Executive further expressly covenants and agrees that during the Prohibited Period, Executive will not, and Executive will cause Executive’s affiliates not to (i) directly engage or indirectlyemploy, solicitor solicit or contact with a view to the engagement or employment of, entice, persuade or induce any Person person who is an officer, employee, consultant, agent, officer or independent contractor employee of the Company Employer or any of its Affiliatesaffiliates, or was(ii) canvass, during the one-year period prior to the Date of Terminationsolicit, an officer, employee, consultant, agentapproach, or independent contractor of entice away, or cause to be canvassed, solicited, approached, or enticed away, from the Company Employer or any of its Affiliates, to terminate his or her employment, engagement, or associations with the Company or such Affiliate, and/or to become employed by affiliates any business or Person other than the Company or such Affiliate, and (ii) directly or indirectly, solicit, entice, persuade or induce any business or Person person who or which is a customer of the Company or any of its Affiliates such entities during the one-year period prior to during which Executive is employed by the Date of Termination, to terminate, diminish, reduce, or otherwise alter the nature and/or magnitude of that customer relationshipEmployer. Notwithstanding the foregoing, the restrictions of clause (i) of this Section 8.2(c) shall not apply with respect to an officer, employee, consultant, agent, officer or independent contractor whose employment or engagement has been involuntarily terminated by employee who responds to a general solicitation that is not specifically directed at officers and employees of the Company Employer or any of its Affiliates (other than for cause)affiliates. (d) Before accepting employment with any other person or entity during the Prohibited Period, the Executive may seek the written consent will inform such person or entity of the Company, which may be withheld for any reason whatsoever or for no reason at all, to waive the provisions of restrictions contained in this Article VIII on a case-by-case basisVIII.

Non-Competition; Non-Solicitation. Executive Employee and the Company agree to the non-competition and non-solicitation provisions of this Article VIII: VIII (i) in consideration for the Confidential Information provided by the Company to Executive Employee pursuant to Article VV of this Agreement; (ii) as part of the consideration for the compensation and benefits to be paid to Executive Employee hereunder; , (iii) to protect the trade secrets and Confidential Information confidential information of the Company or its Affiliates affiliates disclosed or entrusted to Executive Employee by the Company or its Affiliates affiliates or created or developed by Executive Employee for the Company or its Affiliatesaffiliates, the business goodwill of the Company or its Affiliates affiliates developed through the efforts of Executive Employee and/or the business opportunities disclosed or entrusted to Executive Employee by the Company or its Affiliates; affiliates and (iv) as an additional incentive for the Company to enter into this Agreement. Executive further agrees that the terms and provisions of this Agreement are reasonable and constitute an otherwise enforceable agreement to which the terms and provisions of this Section 8.2 are ancillary or a part of as contemplated by TEX. BUS. & COM. CODE XXX. Section 15.50-15.52. (a) Subject to the exceptions set forth in Section section 8.2(b)) below, Executive Employee expressly covenants and agrees that during the Prohibited Period (i) Executive Employee will refrain from carrying on or engaging in, directly or indirectly, any Competing Business in the Restricted Area, Area and (ii) Executive Employee will not, and Employee will cause Employee’s affiliates not to, directly or indirectly, own, manage, operate, join, become an employee, partner, owner or member of (or an independent contractor to), control or participate in or be associated in any way connected with or loan money to, sell or lease equipment to, to or sell or lease real property to any business business, individual, partnership, firm, corporation or Person that other entity which engages in a Competing Business in the Restricted Area. (b) Notwithstanding the restrictions contained in Section 8.2(a), Executive Employee or any of Employee’s affiliates may own an aggregate of not more than 2% of the outstanding stock of any class of any corporation engaged in a Competing Business, if such stock is listed on a national securities exchange or regularly traded in the over-the-counter market by a member of a national securities exchange, without violating the provisions of Section 8.2(a), provided that Executive does not have neither Employee nor any of Employee’s affiliates has the power, directly or indirectly, to control or direct the management or affairs of any such corporation and is not involved in the management of such corporation. In addition, the restrictions contained in Section 8.2(a) shall not preclude Executive Employee from being employed by a any financial institution so long as ExecutiveEmployee’s principal duties at such institution are not directly and primarily related to the Business. (c) Executive Employee further expressly covenants and agrees that during the Prohibited Period, Executive Employee will not, and Employee will cause Employee’s affiliates not to (i) directly engage or indirectlyemploy, solicitor solicit or contact with a view to the engagement or employment of, entice, persuade or induce any Person person who is an officer, employee, consultant, agent, officer or independent contractor employee of the Company or any of its Affiliatesaffiliates or (ii) canvass, solicit, approach or wasentice away or cause to be canvassed, during the one-year period prior to the Date of Terminationsolicited, an officer, employee, consultant, agent, approached or independent contractor of enticed away from the Company or any of its Affiliates, to terminate his or her employment, engagement, or associations with the Company or such Affiliate, and/or to become employed by affiliates any business or Person other than the Company or such Affiliate, and (ii) directly or indirectly, solicit, entice, persuade or induce any business or Person person who or which is a customer of the Company or any of its Affiliates such entities during the one-year period prior to during which Employee is employed by the Date of Termination, to terminate, diminish, reduce, or otherwise alter the nature and/or magnitude of that customer relationshipCompany. Notwithstanding the foregoing, the restrictions of clause (i) of this Section 8.2(c) shall not apply with respect to (A) an officer, employee, consultant, agent, officer or independent contractor employee whose employment or engagement has been involuntarily terminated by his or her employer (other than for cause), (B) an officer or employee who has voluntarily terminated employment with the Company and its affiliates and who has not been employed by any of such entities for at least one year, (C) an officer or employee who responds to a general solicitation that is not specifically directed at officers and employees of the Company or any of its Affiliates (other than for cause)affiliates. (d) Executive Employee may seek the written consent of the Company, which may be withheld for any reason whatsoever or for no reason at allreason, to waive the provisions of this Article VIII on a case-by-case basis. (e) The restrictions contained in Section 8.2 shall not apply to any product or services that the Company provided during Employee’s employment but that the Company no longer provides at the Date of Termination.

Non-Competition; Non-Solicitation. Executive and the Company agree to the non-competition and non-solicitation provisions of this Article VIII: VIII (i) in consideration for the Confidential Information provided by the Company to Executive pursuant to Article VV of this Agreement; (ii) as part of the consideration for the compensation and benefits to be paid to Executive hereunder; , (iii) to protect the trade secrets and Confidential Information confidential information of the Company or its Affiliates affiliates disclosed or entrusted to Executive by the Company or its Affiliates affiliates or created or developed by Executive for the Company or its Affiliatesaffiliates, the business goodwill of the Company or its Affiliates affiliates developed through the efforts of Executive and/or the business opportunities disclosed or entrusted to Executive by the Company or its Affiliates; affiliates and (iv) as an additional incentive for the Company to enter into this Agreement. Executive further agrees that the terms and provisions of this Agreement are reasonable and constitute an otherwise enforceable agreement to which the terms and provisions of this Section 8.2 are ancillary or a part of as contemplated by TEX. BUS. & COM. CODE XXX. Section 15.50-15.52. (a) Subject to the exceptions set forth in Section 8.2(b)) below, Executive expressly covenants and agrees that during the Prohibited Period (i) Executive will refrain from carrying on or engaging in, directly or indirectly, any Competing Business in the Restricted Area, Area and (ii) Executive will not, directly or indirectly, own, manage, operate, join, become an employee, partner, owner or member of (or an independent contractor to), control or participate in or be associated in any way connected with or loan money to, sell or lease equipment to, to or sell or lease real property to any business business, individual, partnership, firm, corporation or Person that other entity which engages in a Competing Business in the Restricted Area. (b) Notwithstanding the restrictions contained in Section 8.2(a), Executive may own an aggregate of not more than 2% of the outstanding stock of any class of any corporation engaged in a Competing Business, if such stock is listed on a national securities exchange or regularly traded in the over-the-counter market by a member of a national securities exchange, without violating the provisions of Section 8.2(a), provided that neither Executive does not have has the power, directly or indirectly, to control or direct the management or affairs of any such corporation and is not involved in the management of such corporation. In addition, the restrictions contained in Section 8.2(a) shall not preclude Executive from being employed by a any financial institution or for a Competing Business so long as Executive’s principal duties at such institution or Competing Business are not directly and primarily related to the Business. (c) Executive further expressly covenants and agrees that during the Prohibited Period, Executive will not (inot(i) directly engage or indirectlyemploy, solicitor solicit or contact with a view to the engagement or employment of, entice, persuade or induce any Person person who is an officer, employee, consultant, agent, officer or independent contractor employee of the Company or any of its Affiliatesaffiliates or (ii) canvass, solicit, approach or wasentice away or cause to be canvassed, during the one-year period prior to the Date of Terminationsolicited, an officer, employee, consultant, agent, approached or independent contractor of enticed away from the Company or any of its Affiliates, to terminate his or her employment, engagement, or associations with the Company or such Affiliate, and/or to become employed by affiliates any business or Person other than the Company or such Affiliate, and (ii) directly or indirectly, solicit, entice, persuade or induce any business or Person person who or which is a customer of the Company or any of its Affiliates such entities during the one-year period prior to during which Executive is employed by the Date of Termination, to terminate, diminish, reduce, or otherwise alter the nature and/or magnitude of that customer relationshipCompany. Notwithstanding the foregoing, the restrictions of clause (i) of this Section 8.2(c) shall not apply with respect to (A) an officer, employee, consultant, agent, officer or independent contractor employee whose employment or engagement has been involuntarily terminated by his or her employer (other than for cause), (B) an officer or employee who has voluntarily terminated employment with the Company and its affiliates and who has not been employed by any of such entities for at least one year, (C) an officer or employee who responds to a general solicitation that is not specifically directed at officers and employees of the Company or any of its Affiliates (other than for cause)affiliates. (d) Executive may seek the written consent of the Company, which may be withheld for any reason whatsoever or for no reason at allgood reason, to waive the provisions of this Article VIII on a case-by-case basis. (e) The restrictions contained in Section 8.2 shall not apply to any product or services that the Company provided during Executive’s employment but that the Company no longer provides at the Date of Termination.

Non-Competition; Non-Solicitation. (a) Executive and the Company agree to the non-competition and non-solicitation provisions of this Article VIII: (i) in consideration for the Confidential Information provided by the Company to Executive pursuant to Article VV of this Agreement; (ii) as part of the consideration for the compensation and benefits to be paid to Executive hereunder; (iii) to protect the trade secrets and Confidential Information confidential information of the Company or its Affiliates Subsidiaries disclosed or entrusted to Executive by the Company or its Affiliates Subsidiaries or created or developed by Executive for the Company or its AffiliatesSubsidiaries, the business goodwill of the Company or its Affiliates Subsidiaries developed through the efforts of Executive and/or the business opportunities disclosed or entrusted to Executive by the Company or its AffiliatesSubsidiaries; and (iv) as an additional incentive for the Company to enter into this Agreement. Executive further agrees that the terms and provisions of this Agreement are reasonable and constitute an otherwise enforceable agreement to which the terms and provisions of this Section 8.2 are ancillary or a part of as contemplated by TEX. BUS. & COM. CODE XXX. Section 15.50-15.52. (ab) Subject to the exceptions set forth in Section 8.2(b)8.2(c) below, Executive expressly covenants and agrees that during the Prohibited Period (i) Executive will refrain from carrying on or engaging in, directly or indirectly, any Competing Business in the Restricted Area, Area and (ii) Executive will not, directly or indirectly, own, manage, operate, join, become an employee, partner, owner or member of (or an independent contractor to), control or participate in or be associated in any way with or loan money to, sell or lease equipment to, or sell or lease real property to any business or Person that engages in a Competing Business in the Restricted Area. (bc) Notwithstanding the restrictions contained in Section 8.2(a8.2(b), Executive may own an aggregate of not more than 2% of the outstanding stock of any class of any corporation engaged in a Competing Business, if such stock is listed on a national securities exchange or regularly traded in the over-the-counter market by a member of a national securities exchange, without violating the provisions of Section 8.2(a8.2(b), provided that neither Executive does not have has the power, directly or indirectly, to control or direct the management or affairs of any such corporation and is not involved in the management of such corporation. In addition, the restrictions contained in Section 8.2(a8.2(b) shall not preclude Executive from being employed by a financial institution so long as Executive’s principal duties at such institution are not directly and primarily related to the Business. (cd) Executive further expressly covenants and agrees that during the Prohibited Period, Executive will not (i) directly engage or indirectlyemploy, solicitor solicit or contact with a view to the engagement or employment of, entice, persuade or induce any Person who is an officer, employee, consultant, agent, officer or independent contractor employee of the Company or any of its AffiliatesSubsidiaries or (ii) canvass, solicit, approach or wasentice away or cause to be canvassed, during the one-year period prior to the Date of Terminationsolicited, an officer, employee, consultant, agent, approached or independent contractor of enticed away from the Company or any of its Affiliates, to terminate his or her employment, engagement, or associations with the Company or such Affiliate, and/or to become employed by Subsidiaries any business or Person other than the Company or such Affiliate, and (ii) directly or indirectly, solicit, entice, persuade or induce any business or Person who or which is a customer of the Company or any of its Affiliates such Entities during the one-year period prior to during which Executive is employed by the Date of Termination, to terminate, diminish, reduce, or otherwise alter the nature and/or magnitude of that customer relationshipCompany. Notwithstanding the foregoing, the restrictions of clause (i) of this Section 8.2(c8.2(d) shall not apply with respect to (A) an officer, employee, consultant, agent, officer or independent contractor employee whose employment or engagement has been involuntarily terminated by his or her employer (other than for cause), (B) an officer or employee who has voluntarily terminated employment with the Company and its Subsidiaries and who has not been employed by any of such Entities for at least one year, or (C) an officer or employee who responds to a general solicitation that is not specifically directed at officers and employees of the Company or any of its Affiliates (other than for cause)Subsidiaries. (de) Executive may seek the written consent of the Company, which may be withheld for any reason whatsoever or for no reason at allgood reason, to waive the provisions of this Article VIII on a case-by-case basis. (f) The restrictions contained in Section 8.2 shall not apply to any product or services that the Company either (i) did not provide during Executive’s employment but that the Company and/or its Subsidiaries provide at and/or after the Date of Termination or (ii) provided during Executive’s employment but that the Company and/or its Subsidiaries no longer provide at and/or after the Date of Termination.

Non-Competition; Non-Solicitation. Executive and the Company agree to the non-competition and non-solicitation provisions of this Article VIIISection 15: (i) in consideration for the Confidential Information provided by the Company to Executive pursuant to Article VSection 14; (ii) as part of the consideration for the compensation and benefits to be paid to Executive hereunder; (iii) to protect the trade secrets and Confidential Information of the Company or its Affiliates disclosed or entrusted to Executive by the Company or its Affiliates or created or developed by Executive for the Company or its Affiliates, the business goodwill of the Company or its Affiliates developed through the efforts of Executive and/or the business opportunities disclosed or entrusted to Executive by the Company or its Affiliates; and (iv) as an additional incentive for the Company to enter into this Agreement. Executive further agrees that the terms and provisions of this Agreement are reasonable and constitute an otherwise enforceable agreement to which the terms and provisions of this Section 8.2 15 are ancillary or a part of as contemplated by TEX. BUS. & COM. CODE XXX. Section 15.50-15.52. (ai) Subject to the exceptions set forth in Section 8.2(b15(b)(ii), Executive expressly covenants and agrees that during the Prohibited Period (i) Executive will refrain from carrying on or engaging in, directly or indirectly, any Competing Business in the Restricted Area, and (ii) Executive will not, directly or indirectly, own, manage, operate, join, become an employee, partner, owner or member of (or an independent contractor to), control or participate in or be associated in any way with or loan money to, sell or lease equipment to, or sell or lease real property to any business or Person that engages in a Competing Business in the Restricted Area. (bii) Notwithstanding the restrictions contained in Section 8.2(a15(b)(i), Executive may own an aggregate of not more than 2% of the outstanding stock of any class of any corporation engaged in a Competing Business, if such stock is listed on a national securities exchange or regularly traded in the over-the-counter market by a member of a national securities exchange, without violating the provisions of Section 8.2(a15(b)(i), provided that Executive does not have the power, directly or indirectly, to control or direct the management or affairs of any such corporation and is not involved in the management of such corporation. In addition, the restrictions contained in Section 8.2(a15(b)(i) shall not preclude Executive from being employed by a financial institution so long as Executive’s principal duties at such institution are not directly and primarily related to the Business. (ciii) Executive further expressly covenants and agrees that during the Prohibited Period, Executive will not (i) directly or indirectly, solicit, entice, persuade or induce any Person who is an officer, employee, consultant, agent, or independent contractor of the Company or any of its Affiliates, or was, during the one-year period prior to the Date of Termination, an officer, employee, consultant, agent, or independent contractor of the Company or any of its Affiliates, to terminate his or her employment, engagement, or associations with the Company or such Affiliate, and/or to become employed by any business or Person other than the Company or such Affiliate, and (ii) directly or indirectly, solicit, entice, persuade or induce any business or Person who or which is a customer of the Company or any of its Affiliates during the one-year period prior to the Date of Termination, to terminate, diminish, reduce, or otherwise alter the nature and/or magnitude of that customer relationship. Notwithstanding the foregoing, the restrictions of clause (i) of this Section 8.2(c15(b)(iii) shall not apply with respect to an officer, employee, consultant, agent, or independent contractor whose employment or engagement has been involuntarily terminated by the Company or any of its Affiliates (other than for cause). (d) , nor shall they apply with respect to an officer, employee, consultant, agent, or independent contractor with whom Executive may seek the written consent of did not have contact during Executive’s employment with the Company. Additionally, which may be withheld for any reason whatsoever or for no reason at all, to waive the provisions restrictions of clause (ii) of this Article VIII on a case-by-case basisSection 15(b)(iii) shall not apply with respect to any business or Person as to whom or which Executive did not have contact during Executive’s employment with the Company.

Non-Competition; Non-Solicitation. Executive and the Company agree to the non-competition and non-solicitation provisions of this Article VIII: (i) in consideration for the Confidential Information provided by the Company to Executive pursuant to Article V; (ii) as part of the consideration for the compensation and benefits to be paid to Executive hereunder; (iii) to protect the trade secrets and Confidential Information of the Company or its Affiliates disclosed or entrusted to Executive by the Company or its Affiliates or created or developed by Executive for the Company or its Affiliates, the business goodwill of the Company or its Affiliates developed through the efforts of Executive and/or the business opportunities disclosed or entrusted to Executive by the Company or its Affiliates; and (iv) as an additional incentive for the Company to enter into this Agreement. Executive further agrees that the terms and provisions of this Agreement are reasonable and constitute an otherwise enforceable agreement to which the terms and provisions of this Section 8.2 are ancillary or a part of as contemplated by TEX. BUS. & COM. CODE XXX. Section 15.50-15.52. It is further agreed that the terms and provisions of this Agreement will be enforced only to the extent permissible under Texas Disciplinary Rule of Professional Conduct 5.06. (a) Subject to the exceptions set forth in Section 8.2(b), Executive expressly covenants and agrees that during the Prohibited Period (i) Executive will refrain from carrying on or engaging in, directly or indirectly, any Competing Business in the Restricted Area, and except to the extent such actions involve the provision of legal services; and (ii) Executive will not, directly or indirectly, own, manage, operate, join, become an employee, partner, owner or member of (or an independent contractor to), control or participate in or be associated in any way with or any business or Person that engages in a Competing Business in the Restricted Area for any purpose other than to provide legal services, and (iii) Executive will not loan money to, sell or lease equipment to, or sell or lease real property to any business or Person that engages in a Competing Business in the Restricted Area. (b) Notwithstanding the restrictions contained in Section 8.2(a), Executive may own an aggregate of not more than 2% of the outstanding stock of any class of any corporation engaged in a Competing Business, if such stock is listed on a national securities exchange or regularly traded in the over-the-counter market by a member of a national securities exchange, without violating the provisions of Section 8.2(a), provided that Executive does not have the power, directly or indirectly, to control or direct the management or affairs of any such corporation and is not involved in the management of such corporation. In addition, the restrictions contained in Section 8.2(a) shall not preclude Executive from being employed by a financial institution so long as Executive’s principal duties at such institution are not directly and primarily related to the Business. In addition, nothing herein shall prohibit Executive from providing legal services to any Person or Business. (c) Executive further expressly covenants and agrees that during the Prohibited Period, Executive will not (i) directly or indirectly, solicit, entice, persuade or induce any Person who is an officer, employee, consultant, agent, or independent contractor of the Company or any of its AffiliatesAffiliates who does not provide legal services or is associated with the provision of legal services, or was, during the one-year period prior to the Date of Termination, an officer, employee, consultant, agent, or independent contractor of the Company or any of its AffiliatesAffiliates who does not provide legal services or is associated with the provision of legal services, to terminate his or her employment, engagement, or associations with the Company or such Affiliate, and/or to become employed by any business or Person other than the Company or such Affiliate, and (ii) directly or indirectly, solicit, entice, persuade or induce any business or Person who or which is a customer of the Company or any of its Affiliates during the one-year period prior to the Date of Termination, to terminate, diminish, reduce, or otherwise alter the nature and/or magnitude of that customer relationship, provided, however, that nothing herein prevents Executive from providing legal services to any customer. Notwithstanding the foregoing, the restrictions of clause (i) of this Section 8.2(c) shall not apply with respect to an officer, employee, consultant, agent, or independent contractor whose employment or engagement has been involuntarily terminated by the Company or any of its Affiliates (other than for cause). (d) Executive may seek the written consent of the Company, which may be withheld for any reason whatsoever or for no reason at all, to waive the provisions of this Article VIII on a case-by-case basis.

Non-Competition; Non-Solicitation. Executive and the Company agree to that the non-competition and non-solicitation provisions of this Article VIII: (i) in consideration VII are a material inducement for the Confidential Information provided by the Company to employ Executive pursuant to and that this Article V; (ii) as part of the consideration for the compensation and benefits to be paid to Executive hereunder; (iii) VII is necessary to protect the trade secrets and Confidential Information of the Company or its Affiliates and the other members of the Company Group disclosed or entrusted to Executive by the Company or its Affiliates Group or created or developed by Executive for the Company or its AffiliatesGroup, and to protect the business goodwill of the Company or its Affiliates developed through the efforts of Executive and/or the business opportunities disclosed or entrusted to Executive by the Company or its Affiliates; and (iv) as an additional incentive for the Company to enter into this Agreement. Executive further agrees that the terms and provisions of this Agreement are reasonable and constitute an otherwise enforceable agreement to which the terms and provisions of this Section 8.2 are ancillary or a part of as contemplated by TEX. BUS. & COM. CODE XXX. Section 15.50-15.52Group. (a) Subject to the exceptions set forth in Section 8.2(bSections 7.2(b) and 7.2(d), Executive expressly covenants and agrees that during the Prohibited Period (i) Executive will refrain from carrying on or engaging in, directly or indirectly, any Competing Business business that is competitive with, or similar to, that of any member of the Company Group in the Restricted Area. Accordingly, Executive covenants and (ii) agrees that Executive will not, directly or indirectly, own, manage, operate, join, become an employeeemployee of, partnerpartner in, owner or member of (or an independent contractor to), control or participate in or in, be associated in any way connected with or loan money tootherwise be affiliated with any business, sell individual, partnership, firm, corporation or lease equipment to, or sell or lease real property to any business or Person that engages in other entity which constitutes a Competing Business in the Restricted Area, as Executive expressly agrees that each of the foregoing activities would represent carrying on or engaging in a business similar to (or the same as) any member of the Company Group, as prohibited by this Section 7.2(a). (b) Notwithstanding the restrictions contained in Section 8.2(a7.2(a), Executive may own an aggregate of not more than 25% of (i) the outstanding stock or other passive equity interest of any class of any corporation engaged in or entity that is a Competing Business, if such stock or passive equity interest is listed on a national securities exchange or regularly traded in the over-the-counter market by a member of a national securities exchange, (ii) the outstanding limited partnership interests or other passive equity interests in a private investment fund entity not affiliated with Executive that invests or owns interest or may invest or own interests in any Person engaged in a Competing Business, or (iii) any other passive equity investment in any other Person engaged in a Competing Business with the prior written consent of the Company (which consent shall require an approval of a majority of the Board), without violating the provisions of Section 8.2(a7.2(a), provided that neither Executive does not have nor any of Executive’s affiliates has the power, directly or indirectly, to control or direct the management or investment decisions or affairs of any such corporation corporation, private investment fund, or Person, as applicable, and is not involved in the management of such corporation. In addition, the restrictions contained in Section 8.2(a) shall not preclude Executive from being employed by a financial institution so long private investment fund, or Person, as applicable; provided, further, with respect to Executive’s principal duties at ownership of any interest described in the foregoing clause (iii) of this Section 7.2(b), Executive must provide prior written notice of Executive’s intent to acquire such institution are not directly and primarily related interests to the BusinessBoard and the Board (or a committee thereof) must approve such ownership in writing. (c) Executive further expressly covenants and agrees that during the Prohibited Period, Executive will not (i) not, directly or indirectly, indirectly solicit, enticecanvass, persuade approach, encourage, entice or induce any Person who is an officercustomer or supplier of any member of the Company Group to cease or lessen such customer’s or supplier’s business with the Company Group. (d) Notwithstanding the above-referenced limitations in Sections 7.2(a) and 7.2(c) above, employeesuch limitations shall not apply in those portions of the Restricted Area located within the State of Oklahoma. Instead, consultantExecutive agrees that the restrictions on Executive’s activities within those portions of the Restricted Area located within the State of Oklahoma (in addition to those restrictions set forth in Section 7.2(e) and Article V above) shall be as follows: during the Prohibited Period, agentExecutive will not directly or indirectly solicit the sale of goods, services, or independent contractor a combination of goods and services from the established customers of the Company or any of its Affiliates, or was, during the one-year period prior to the Date of Termination, an officer, employee, consultant, agent, or independent contractor other member of the Company Group. (e) Executive further expressly covenants and agrees that during the period that Executive is employed by any member of the Company Group and a period of 12 months following the date that Executive is no longer employed by any member of the Company Group, Executive will not directly or indirectly solicit, canvass, approach, encourage, entice or induce any of its Affiliatesemployee of, or individual acting as a consultant to, the Company Group to terminate his or her employment, engagement, employment or associations engagement with the Company or such Affiliate, and/or to become employed by any business or Person other than the Company or such Affiliate, and (ii) directly or indirectly, solicit, entice, persuade or induce any business or Person who or which is a customer member of the Company or any of its Affiliates during the one-year period prior to the Date of Termination, to terminate, diminish, reduce, or otherwise alter the nature and/or magnitude of that customer relationship. Notwithstanding the foregoing, the restrictions of clause (i) of this Section 8.2(c) shall not apply with respect to an officer, employee, consultant, agent, or independent contractor whose employment or engagement has been involuntarily terminated by the Company or any of its Affiliates (other than for cause)Group. (df) Before accepting employment with any other person or entity during the Prohibited Period, Executive may seek the written consent will inform such person or entity of the Company, which may be withheld for any reason whatsoever or for no reason at all, to waive the provisions of restrictions contained in this Article VIII on a case-by-case basisVII.

Non-Competition; Non-Solicitation. Executive and the Company agree to the non-competition and non-solicitation provisions of this Article VIII: VII; (i) in consideration for the Confidential Information provided by the Company to Executive pursuant to Article VV of this Agreement; (ii) as part of the consideration for the compensation and benefits to be paid to Executive hereunder; (iii) to protect the trade secrets and Confidential Information confidential information of the Company or its Affiliates affiliates disclosed or entrusted to Executive by the Company or its Affiliates affiliates or created or developed by Executive for the Company or its Affiliatesaffiliates, the business goodwill of the Company or its Affiliates affiliates developed through the efforts of Executive and/or the business opportunities disclosed or entrusted to Executive by the Company or its Affiliatesaffiliates; and (iv) as an additional incentive for the Company to enter into this Agreement. Executive further agrees that the terms and provisions of this Agreement are reasonable and constitute an otherwise enforceable agreement to which the terms and provisions of this Section 8.2 are ancillary or a part of as contemplated by TEX. BUS. & COM. CODE XXX. Section 15.50-15.52. (a) Subject to the exceptions set forth in Section 8.2(b)7.2(b) below, Executive expressly covenants and agrees that during the Prohibited Period (i) Executive will refrain from carrying on or engaging in, directly or indirectly, any Competing Business in the Restricted Area, Area and (ii) Executive will not, and Executive will cause Executive’s affiliates not to, directly or indirectly, own, manage, operate, join, become an employee, partner, owner or member of (or an independent contractor to), control or participate in any business, individual, partnership, firm, corporation or be associated in any way with or loan money to, sell or lease equipment to, or sell or lease real property to any business or Person that other entity which engages in a Competing Business in the Restricted Area. (b) Notwithstanding the restrictions contained in Section 8.2(a7.2(a), Executive or any of Executive’s affiliates may own an aggregate of not more than 21% of the outstanding stock of any class of any corporation engaged in a Competing Business, if such stock is listed on a national securities exchange or regularly traded in the over-the-counter market by a member of a national securities exchange, without violating the provisions of Section 8.2(a7.2(a), provided that neither Executive does not have nor any of Executive’s affiliates has the power, directly or indirectly, to control or direct the management or affairs of any such corporation and is not involved in the management of such corporation. In additionFor the avoidance of doubt, X.X. Xxxxxxx and the restrictions contained in Section 8.2(a) Hedge Fund shall not preclude Executive from being employed by a financial institution so long as be deemed affiliates of Executive’s principal duties at such institution are not directly and primarily related to the Business. (c) Executive further expressly covenants and agrees that during the Prohibited Period, Executive will not, and Executive will cause Executive’s affiliates not to (i) directly engage or indirectlyemploy, solicitor solicit or contact with a view to the engagement or employment of, entice, persuade or induce any Person person who is an officer, employee, consultant, agent, officer or independent contractor employee of the Company or any of its Affiliatesaffiliates or (ii) canvass, solicit, approach or wasentice away or cause to be canvassed, during the one-year period prior to the Date of Terminationsolicited, an officer, employee, consultant, agent, approached or independent contractor of enticed away from the Company or any of its Affiliates, to terminate his or her employment, engagement, or associations with the Company or such Affiliate, and/or to become employed by affiliates any business or Person other than the Company or such Affiliate, and (ii) directly or indirectly, solicit, entice, persuade or induce any business or Person person who or which is a customer of the Company or any of its Affiliates such entities during the one-year period prior to during which Executive is employed by the Date of Termination, to terminate, diminish, reduce, or otherwise alter the nature and/or magnitude of that customer relationshipCompany. Notwithstanding the foregoing, the restrictions of clause (i) of this Section 8.2(c7.2(c) shall not apply with respect to (A) an officer, employee, consultant, agent, officer or independent contractor whose employment or engagement has been involuntarily terminated by employee of the Company or any of its Affiliates affiliates whose employment has been involuntarily terminated by his or her employer (other than for cause), (B) an officer or employee of the Company or any of its affiliates who has voluntarily terminated employment with the Company and their respective affiliates and who has not been employed by any of such entities for at least one year, (C) an employee who is paid on an hourly basis, or (D) an officer or employee of the Company or any of its affiliates who responds to a general solicitation that is not specifically directed at officers and employees of the Company or any of their respective affiliates. (d) Executive may seek the written consent of the Company, which may be withheld for any reason whatsoever or for no reason at all, Company to waive the provisions of this Article VIII VII on a case-by-case basis. Such consent may be granted, or withheld in the Company’s sole, unfettered discretion. (e) Executive expressly recognizes that Executive is a high-level, executive employee who will be provided with access to trade secrets as part of Executive’s employment and that the restrictive covenants set forth in this Section 7.2 are reasonable and necessary in light of Executive’s executive position and access to the Company’s trade secrets.

Non-Competition; Non-Solicitation. (i) Executive and the Company agree to the non-competition and non-solicitation provisions of this Article VIII: Section 9(b); (i) in consideration for the Confidential Proprietary Information provided by the Company to Executive pursuant to Article VSection 8 of this Agreement; (ii) as part of the consideration for the compensation and benefits to be paid to Executive hereunder; (iii) to protect the trade secrets and Confidential Proprietary Information of the Company or its Affiliates affiliates disclosed or entrusted to Executive by the Company or its Affiliates affiliates or created or developed by Executive for the Company or its Affiliatesaffiliates, the business goodwill of the Company or its Affiliates affiliates developed through the efforts of Executive and/or the business opportunities disclosed or entrusted to Executive by the Company or its Affiliatesaffiliates; and (iv) as an additional incentive for the Company to enter into this Agreement. Executive further agrees that the terms and provisions of this Agreement are reasonable and constitute an otherwise enforceable agreement to which the terms and provisions of this Section 8.2 are ancillary or a part of as contemplated by TEX. BUS. & COM. CODE XXX. Section 15.50-15.52.11 (aii) Subject to the exceptions set forth in Section 8.2(b)9(b)(iii) below, Executive expressly covenants and agrees that during the Prohibited Period (i) Executive will refrain from carrying on or engaging in, directly or indirectly, any Competing Business in the Restricted Area, Area and (ii) Executive will not, and Executive will cause Executive’s affiliates not to, directly or indirectly, own, manage, operate, join, become an employee, partner, owner or member of (or an independent contractor to), control or participate in or be associated in any way with or loan money to, sell or lease equipment to, to or sell or lease real property to any business business, individual, partnership, firm, corporation or Person that other entity which engages in a Competing Business in the Restricted Area. (biii) Notwithstanding the restrictions contained in Section 8.2(a9(b)(ii), Executive or any of Executive’s affiliates may own an aggregate of not more than 21% of the outstanding stock of any class of any corporation engaged in a Competing Business, if such stock is listed on a national securities exchange or regularly traded in the over-the-counter market by a member of a national securities exchange, without violating the provisions of Section 8.2(a9(b)(ii), provided that neither Executive does not have nor any of Executive’s affiliates has the power, directly or indirectly, to control or direct the management or affairs of any such corporation and is not involved in the management of such corporation. In addition, the restrictions contained in Section 8.2(a) shall not preclude Executive from being employed by a financial institution so long as Executive’s principal duties at such institution are not directly and primarily related to the Business. (civ) Executive further expressly covenants and agrees that during the Prohibited Period, Executive will not, and Executive will cause Executive’s affiliates not to (i) directly engage or indirectlyemploy, solicitor solicit or contact with a view to the engagement or employment of, entice, persuade or induce any Person person who is an officer, employee, consultant, agent, officer or independent contractor employee of the Company or any of its Affiliatesaffiliates or (ii) canvass, solicit, approach or wasentice away or cause to be canvassed, during the one-year period prior to the Date of Terminationsolicited, an officer, employee, consultant, agent, approached or independent contractor of enticed away from the Company or any of its Affiliates, to terminate his or her employment, engagement, or associations with the Company or such Affiliate, and/or to become employed by affiliates any business or Person other than the Company or such Affiliate, and (ii) directly or indirectly, solicit, entice, persuade or induce any business or Person person who or which is a customer of the Company or any of its Affiliates such entities during the one-year period prior to the Date of Termination, to terminate, diminish, reduce, or otherwise alter the nature and/or magnitude of that customer relationship. Notwithstanding the foregoing, the restrictions of clause (i) of this Section 8.2(c) shall not apply with respect to an officer, employee, consultant, agent, or independent contractor whose employment or engagement has been involuntarily terminated during which Executive is employed by the Company or any of its Affiliates (other than for cause)Company. (dv) Executive may seek expressly recognizes that Executive is a high-level, executive employee who will be provided with access to Proprietary Information and trade secrets as part of Executive’s employment and that the written consent restrictive covenants set forth in this Section 9 are reasonable and necessary in light of Executive’s executive position and access to the Company, which may be withheld for any reason whatsoever or for no reason at all, to waive the provisions of this Article VIII on a case-by-case basisProprietary Information.

Non-Competition; Non-Solicitation. Executive and the Company agree to the non-competition and non-solicitation provisions of this Article VIII: VI; (i) in consideration for the Confidential Information provided by the Company to Executive pursuant to Article VIV of this Agreement; (ii) as part of the consideration for the compensation and benefits to be paid to Executive hereunder; (iii) to protect the trade secrets and Confidential Information confidential information of the Company or its Affiliates affiliates disclosed or entrusted to Executive by the Company or its Affiliates affiliates or created or developed by Executive for the Company or its Affiliatesaffiliates, the business goodwill of the Company or its Affiliates affiliates developed through the efforts of Executive and/or the business opportunities disclosed or entrusted to Executive by the Company or its Affiliatesaffiliates; and (iv) as an additional incentive for the Company to enter into this Agreement. Executive further agrees that the terms and provisions of this Agreement are reasonable and constitute an otherwise enforceable agreement to which the terms and provisions of this Section 8.2 are ancillary or a part of as contemplated by TEX. BUS. & COM. CODE XXX. Section 15.50-15.52. (a) Subject to the exceptions set forth in Section 8.2(b)6.2(b) below, Executive expressly covenants and agrees that during the Prohibited Period (i) Executive will refrain from carrying on or engaging in, directly or indirectly, any Competing Business in the Restricted Area, Area and (ii) Executive will not, and Executive will cause Executive’s affiliates not to, directly or indirectly, own, manage, operate, join, become an employee, partner, owner or member of (or an independent contractor to), control or participate in or be associated in any way with or loan money to, sell or lease equipment to, to or sell or lease real property to any business business, individual, partnership, firm, corporation or Person that other entity which engages in a Competing Business in the Restricted Area. (b) Notwithstanding the restrictions contained in Section 8.2(a6.2(a), Executive or any of Executive’s affiliates may own an aggregate of not more than 21% of the outstanding stock of any class of any corporation engaged in a Competing Business, if such stock is listed on a national securities exchange or regularly traded in the over-the-counter market by a member of a national securities exchange, without violating the provisions of Section 8.2(a6.2(a), provided that neither Executive does not have nor any of Executive’s affiliates has the power, directly or indirectly, to control or direct the management or affairs of any such corporation and is not involved in the management of such corporation. In addition, the restrictions contained in Section 8.2(a) shall not preclude Executive from being employed by a financial institution so long as Executive’s principal duties at such institution are not directly and primarily related to the Business. (c) Executive further expressly covenants and agrees that during the Prohibited Period, Executive will not, and Executive will cause Executive’s affiliates not to (i) directly engage or indirectlyemploy, solicitor solicit or contact with a view to the engagement or employment of, entice, persuade or induce any Person person who is an officer, employee, consultant, agent, officer or independent contractor employee of the Company or any of its Affiliatesaffiliates or (ii) canvass, solicit, approach or wasentice away or cause to be canvassed, during the one-year period prior to the Date of Terminationsolicited, an officer, employee, consultant, agent, approached or independent contractor of enticed away from the Company or any of its Affiliates, to terminate his or her employment, engagement, or associations with the Company or such Affiliate, and/or to become employed by affiliates any business or Person other than the Company or such Affiliate, and (ii) directly or indirectly, solicit, entice, persuade or induce any business or Person person who or which is a customer of the Company or any of its Affiliates such entities during the one-year period prior to the Date of Termination, to terminate, diminish, reduce, or otherwise alter the nature and/or magnitude of that customer relationship. Notwithstanding the foregoing, the restrictions of clause (i) of this Section 8.2(c) shall not apply with respect to an officer, employee, consultant, agent, or independent contractor whose employment or engagement has been involuntarily terminated during which Executive is employed by the Company or any of its Affiliates (other than for cause)Company. (d) Executive may seek expressly recognizes that Executive is a high-level, executive employee who will be provided with access to Confidential Information and trade secrets as part of Executive’s employment and that the written consent restrictive covenants set forth in this Section 6.2 are reasonable and necessary in light of Executive’s executive position and access to the Company, which may be withheld for any reason whatsoever or for no reason at all, to waive the provisions of this Article VIII on a case-by-case basis’s Confidential Information and trade secrets.

Non-Competition; Non-Solicitation. Executive and the Company agree to the non-competition and non-solicitation provisions of this Article VIII: VII; (i) in consideration for the Confidential Information provided by the Company to Executive pursuant to Article VVI of this Agreement; (ii) as part of the consideration for the compensation and benefits to be paid to Executive hereunder; (iii) to protect the trade secrets and Confidential Information confidential information of the Company or its Affiliates affiliates disclosed or entrusted to Executive by the Company or its Affiliates affiliates or created or developed by Executive for the Company or its Affiliatesaffiliates, the business goodwill of the Company or its Affiliates affiliates developed through the efforts of Executive and/or the business opportunities disclosed or entrusted to Executive by the Company or its Affiliatesaffiliates; and (iv) as an additional incentive for the Company to enter into this Agreement. Executive further agrees that the terms and provisions of this Agreement are reasonable and constitute an otherwise enforceable agreement to which the terms and provisions of this Section 8.2 are ancillary or a part of as contemplated by TEX. BUS. & COM. CODE XXX. Section 15.50-15.52. (a) Subject to the exceptions set forth in Section 8.2(b)7.2(b) below, Executive expressly covenants and agrees that during the Prohibited Restricted Period (i) Executive will refrain from carrying on or engaging in, directly or indirectly, any Competing Business in the Restricted Area, Area and (ii) Executive will not, and Executive will cause Executive’s affiliates not to, directly or indirectly, own, manage, operate, join, become an employee, partner, owner or member of (or an independent contractor to), control or participate in or be associated in any way with or loan money to, sell or lease equipment to, to or sell or lease real property to any business business, individual, partnership, firm, corporation or Person that other entity which engages in a Competing Business in the Restricted Area. (b) Notwithstanding the restrictions contained in Section 8.2(a7.2(a), Executive or any of Executive’s affiliates may own an aggregate of not more than 21% of the outstanding stock of any class of any corporation engaged in a Competing Business, if such stock is listed on a national securities exchange or regularly traded in the over-the-counter market by a member of a national securities exchange, without violating the provisions of Section 8.2(a7.2(a), provided that neither Executive does not have nor any of Executive’s affiliates has the power, directly or indirectly, to control or direct the management or affairs of any such corporation and is not involved in the management of such corporation. In addition, the restrictions contained in Section 8.2(a) shall not preclude Executive from being employed by a financial institution so long as Executive’s principal duties at such institution are not directly and primarily related to the Business. (c) Executive further expressly covenants and agrees that during the Prohibited Restricted Period, Executive will not, and Executive will cause Executive’s affiliates not to (i) directly engage or indirectlyemploy, solicitor solicit or contact with a view to the engagement or employment of, entice, persuade or induce any Person person who is an officer, employee, consultant, agent, officer or independent contractor employee of the Company or any of its Affiliatesaffiliates or (ii) canvass, solicit, approach or wasentice away or cause to be canvassed, during the one-year period prior to the Date of Terminationsolicited, an officer, employee, consultant, agent, approached or independent contractor of enticed away from the Company or any of its Affiliates, to terminate his or her employment, engagement, or associations with the Company or such Affiliate, and/or to become employed by affiliates any business or Person other than the Company or such Affiliate, and (ii) directly or indirectly, solicit, entice, persuade or induce any business or Person person who or which is a customer of the Company or any of its Affiliates such entities during the one-year period prior to the Date of Termination, to terminate, diminish, reduce, or otherwise alter the nature and/or magnitude of that customer relationship. Notwithstanding the foregoing, the restrictions of clause (i) of this Section 8.2(c) shall not apply with respect to an officer, employee, consultant, agent, or independent contractor whose employment or engagement has been involuntarily terminated during which Executive is employed by the Company or any of its Affiliates (other than for cause)Company. (d) Executive may seek expressly recognizes that Executive is a high-level, executive employee who will be provided with access to trade secrets as part of Executive’s employment and that the written consent restrictive covenants set forth in this Section 7.2 are reasonable and necessary in light of Executive’s executive position and access to the Company, which may be withheld for any reason whatsoever or for no reason at all, to waive the provisions of this Article VIII on a case-by-case basis’s trade secrets.

Non-Competition; Non-Solicitation. Executive and the Company agree to the non-competition and non-solicitation provisions of this Article VIII: VIII (i) in consideration for the Confidential Information provided by the Company to Executive pursuant to Article VV of this Agreement; (ii) as part of the consideration for the compensation and benefits to be paid to Executive hereunder; , (iii) to protect the trade secrets and Confidential Information confidential information of the Company or its Affiliates affiliates disclosed or entrusted to Executive by the Company or its Affiliates affiliates or created or developed by Executive for the Company or its Affiliatesaffiliates, the business goodwill of the Company or its Affiliates affiliates developed through the efforts of Executive and/or the business opportunities disclosed or entrusted to Executive by the Company or its Affiliates; affiliates and (iv) as an additional incentive for the Company to enter into this Agreement. Executive further agrees that the terms and provisions of this Agreement are reasonable and constitute an otherwise enforceable agreement to which the terms and provisions of this Section 8.2 are ancillary or a part of as contemplated by TEX. BUS. & COM. CODE XXX. Section 15.50-15.52. (a) Subject to the exceptions set forth in Section section 8.2(b)) below, Executive expressly covenants and agrees that during the Prohibited Period (i) Executive will refrain from carrying on or engaging in, directly or indirectly, any Competing Business in the Restricted Area, Area and (ii) Executive will not, and Executive will cause Executive’s affiliates not to, directly or indirectly, own, manage, operate, join, become an employee, partner, owner or member of (or an independent contractor to), control or participate in or be associated in any way connected with or loan money to, sell or lease equipment to, to or sell or lease real property to any business business, individual, partnership, firm, corporation or Person that other entity which engages in a Competing Business in the Restricted Area. (b) Notwithstanding the restrictions contained in Section 8.2(a), Executive or any of Executive’s affiliates may own an aggregate of not more than 2% of the outstanding stock of any class of any corporation engaged in a Competing Business, if such stock is listed on a national securities exchange or regularly traded in the over-the-counter market by a member of a national securities exchange, without violating the provisions of Section 8.2(a), provided that neither Executive does not have nor any of Executive’s affiliates has the power, directly or indirectly, to control or direct the management or affairs of any such corporation and is not involved in the management of such corporation. In addition, the restrictions contained in Section 8.2(a) shall not preclude Executive from being employed by a any financial institution so long as Executive’s principal duties at such institution are not directly and primarily related to the Business. (c) Executive further expressly covenants and agrees that during the Prohibited Period, Executive will not, and Executive will cause Executive’s affiliates not to (i) directly engage or indirectlyemploy, solicitor solicit or contact with a view to the engagement or employment of, entice, persuade or induce any Person person who is an officer, employee, consultant, agent, officer or independent contractor employee of the Company or any of its Affiliatesaffiliates or (ii) canvass, solicit, approach or wasentice away or cause to be canvassed, during the one-year period prior to the Date of Terminationsolicited, an officer, employee, consultant, agent, approached or independent contractor of enticed away from the Company or any of its Affiliates, to terminate his or her employment, engagement, or associations with the Company or such Affiliate, and/or to become employed by affiliates any business or Person other than the Company or such Affiliate, and (ii) directly or indirectly, solicit, entice, persuade or induce any business or Person person who or which is a customer of the Company or any of its Affiliates such entities during the one-year period prior to during which Executive is employed by the Date of Termination, to terminate, diminish, reduce, or otherwise alter the nature and/or magnitude of that customer relationshipCompany. Notwithstanding the foregoing, the restrictions of clause (i) of this Section 8.2(c) shall not apply with respect to (A) an officer, employee, consultant, agent, officer or independent contractor employee whose employment or engagement has been involuntarily terminated by his or her employer (other than for cause), (B) an officer or employee who has voluntarily terminated employment with the Company and its affiliates and who has not been employed by any of such entities for at least one year, (C) an officer or employee who responds to a general solicitation that is not specifically directed at officers and employees of the Company or any of its Affiliates (other than for cause)affiliates. (d) Executive may seek the written consent of the Company, which may be withheld for any reason whatsoever or for no reason at allreason, to waive the provisions of this Article VIII on a case-by-case basis. (e) The restrictions contained in Section 8.2 shall not apply to any product or services that the Company provided during Executive’s employment but that the Company no longer provides at the Date of Termination.

Non-Competition; Non-Solicitation. (i) Executive and the Company agree to the non-competition and non-solicitation provisions of this Article VIII: Section 9(b); (i) in consideration for the Confidential Proprietary Information provided by the Company to Executive pursuant to Article VSection 8 of this Agreement; (ii) as part of the consideration for the compensation and benefits to be paid to Executive hereunder; (iii) to protect the trade secrets and Confidential Proprietary Information of the Company or its Affiliates disclosed or entrusted to Executive by the Company or its Affiliates or created or developed by Executive for the Company or its Affiliates, the business goodwill of the Company or its Affiliates developed through the efforts of Executive and/or the business opportunities disclosed or entrusted to Executive by the Company or its Affiliates; and (iv) as an additional incentive for the Company to enter into this Agreement. Executive further agrees that the terms and provisions of this Agreement are reasonable and constitute an otherwise enforceable agreement to which the terms and provisions of this Section 8.2 are ancillary or a part of as contemplated by TEX. BUS. & COM. CODE XXX. Section 15.50-15.52. (aii) Subject to the exceptions set forth in Section 8.2(b)9(b)(iii) below, Executive expressly covenants and agrees that during the Prohibited Period (i) Executive will refrain from carrying on or engaging in, directly or indirectly, any Competing Business in the Restricted Area, Area and (ii) Executive will not, and Executive will cause Executive’s affiliates not to, directly or indirectly, own, manage, operate, join, become an employee, partner, owner or member of (or an independent contractor 11 to), control or participate in or be associated in any way with or loan money to, sell or lease equipment to, to or sell or lease real property to any business business, individual, partnership, firm, corporation or Person that other entity which engages in a Competing Business in the Restricted Area. (biii) Notwithstanding the restrictions contained in Section 8.2(a9(b)(ii), Executive or any of Executive’s affiliates may own an aggregate of not more than 21% of the outstanding stock of any class of any corporation engaged in a Competing Business, if such stock is listed on a national securities exchange or regularly traded in the over-the-counter market by a member of a national securities exchange, without violating the provisions of Section 8.2(a9(b)(ii), provided that neither Executive does not have nor any of Executive’s affiliates has the power, directly or indirectly, to control or direct the management or affairs of any such corporation and is not involved in the management of such corporation. In addition, the restrictions contained in Section 8.2(a) shall not preclude Executive from being employed by a financial institution so long as Executive’s principal duties at such institution are not directly and primarily related to the Business. (civ) Executive further expressly covenants and agrees that during the Prohibited Period, Executive will not, and Executive will cause Executive’s affiliates not to (i) directly engage or indirectlyemploy, solicitor solicit or contact with a view to the engagement or employment of, entice, persuade or induce any Person person who is an officer, employee, consultant, agent, officer or independent contractor of the Company or any of its Affiliates, or was, during the one-year period prior to the Date of Termination, an officer, employee, consultant, agent, or independent contractor of the Company or any of its Affiliates, to terminate his or her employment, engagement, or associations with the Company or such Affiliate, and/or to become employed by any business or Person other than the Company or such Affiliate, and (ii) directly or indirectly, solicit, entice, persuade or induce any business or Person who or which is a customer employee of the Company or any of its Affiliates during the one-year period prior or (ii) canvass, solicit, approach or entice away or cause to the Date of Terminationbe canvassed, to terminatesolicited, diminish, reduce, approached or otherwise alter the nature and/or magnitude of that customer relationship. Notwithstanding the foregoing, the restrictions of clause (i) of this Section 8.2(c) shall not apply with respect to an officer, employee, consultant, agent, or independent contractor whose employment or engagement has been involuntarily terminated by enticed away from the Company or any of its Affiliates (other than for cause)any person who or which is a customer of any of such entities during the period during which Executive is employed by the Company. (dv) Executive may seek expressly recognizes that Executive is a high-level, executive employee who will be provided with access to Proprietary Information and trade secrets as part of Executive’s employment and that the written consent restrictive covenants set forth in this Section 9 are reasonable and necessary in light of Executive’s executive position and access to the CompanyProprietary Information. (vi) Notwithstanding anything herein to the contrary, which may be withheld for any reason whatsoever or for no reason at all, to waive the provisions of this Article VIII Section 9(b) shall not restrict Executive’s ability to provide professional services as an attorney, provided that (i) such services do not violate Executive’s ethical and legal duties to maintain confidential communications and client confidences of the Company and its Affiliates and (ii) Executive does not provide legal services to any person or entity on a case-by-case basismatter that is substantially related to his provision of legal services to the Company or its Affiliates.

Non-Competition; Non-Solicitation. Executive and the Company agree to the non-competition and non-solicitation provisions of this Article VIII: (i) VIII in consideration for the Confidential Information provided by the Company to Executive pursuant to Article V; (ii) as part VI of the consideration for the compensation and benefits to be paid to Executive hereunder; (iii) this Agreement, to protect the trade secrets and Confidential Information confidential information of the Company or its Affiliates affiliates disclosed or entrusted to Executive by the Company or its Affiliates affiliates or created or developed by Executive for the Company or its Affiliatesaffiliates, to protect the business goodwill of the Company or its Affiliates affiliates developed through the efforts of Executive and/or the business opportunities disclosed or entrusted to Executive by the Company or its Affiliates; affiliates and (iv) as an additional incentive for the Company to enter into this Agreement. Executive further agrees that the terms and provisions of this Agreement are reasonable and constitute an otherwise enforceable agreement to which the terms and provisions of this Section 8.2 are ancillary or a part of as contemplated by TEX. BUS. & COM. CODE XXX. Section 15.50-15.52. (a) Subject to the exceptions set forth in Section 8.2(b)) below, Executive expressly covenants and agrees that during the Prohibited Period (i) Executive will refrain from carrying on or engaging in, directly or indirectly, any Competing Business in the Restricted Area, Area and (ii) Executive will not, and Executive will cause Executive’s affiliates not to, directly or indirectly, own, manage, operate, join, become an employeeemployee of, partnerpartner in, owner or member of (or an independent contractor to), control or participate in or in, be associated in any way connected with or loan money to, sell or lease equipment or property to, or sell otherwise be affiliated with any business, individual, partnership, firm, corporation or lease real property to any business or Person that other entity which engages in a Competing Business in the Restricted Area. (b) Notwithstanding the restrictions contained in Section 8.2(a), Executive or any of Executive’s affiliates may own an aggregate of not more than 2% of the outstanding stock of any class of any corporation engaged in a Competing Business, if such stock is listed on a national securities exchange or regularly traded in the over-the-counter market by a member of a national securities exchange, without violating the provisions of Section 8.2(a), provided that neither Executive does not have nor any of Executive’s affiliates has the power, directly or indirectly, to control or direct the management or affairs of any such corporation and is not involved in the management of such corporation. In addition, the restrictions contained in Section 8.2(a) shall not preclude Executive from being employed by a financial institution so long as Executive’s principal duties at such institution are not directly and primarily related to the Business. (c) Executive further expressly covenants and agrees that during the Prohibited Period, Executive will not, and Executive will cause Executive’s affiliates not to (i) directly engage or indirectlyemploy, solicitor solicit or contact with a view to the engagement or employment of, entice, persuade or induce any Person person who is an officer, employee, consultant, agent, officer or independent contractor employee of the Company or any of its Affiliates, or was, during the one-year period prior to the Date of Termination, an officer, employee, consultant, agent, or independent contractor of the Company or any of its Affiliates, to terminate his or her employment, engagement, or associations with the Company or such Affiliate, and/or to become employed by any business or Person other than the Company or such Affiliate, and (ii) directly or indirectly, solicit, entice, persuade or induce any business or Person who or which is a customer of the Company or any of its Affiliates during the one-year period prior to the Date of Termination, to terminate, diminish, reduce, or otherwise alter the nature and/or magnitude of that customer relationship. Notwithstanding the foregoing, the restrictions of clause (i) of this Section 8.2(c) shall not apply with respect to an officer, employee, consultant, agent, or independent contractor whose employment or engagement has been involuntarily terminated by the Company or any of its Affiliates (other than for cause). (d) Executive may seek the written consent of the Company, which may be withheld for any reason whatsoever or for no reason at all, to waive the provisions of this Article VIII on a case-by-case basis.affiliates or

Non-Competition; Non-Solicitation. Executive and the Company agree to the non-competition and non-solicitation provisions of this Article VIII: 7 (i) in consideration for the Confidential Information provided by the Company to Executive pursuant to Article VV of this Agreement; (ii) as part of the consideration for the compensation and benefits to be paid to Executive hereunder; (iii) to protect the trade secrets and Confidential Information confidential information of the Company or its Affiliates affiliates disclosed or entrusted to Executive by the Company or its Affiliates affiliates or created or developed by Executive for the Company or its Affiliatesaffiliates, the business goodwill of the Company or its Affiliates affiliates developed through the efforts of Executive and/or the business opportunities disclosed or entrusted to Executive by the Company or its Affiliatesaffiliates; and (iv) as an additional incentive for the Company to enter into this Agreement. Executive further agrees that the terms and provisions of this Agreement are reasonable and constitute an otherwise enforceable agreement to which the terms and provisions of this Section 8.2 are ancillary or a part of as contemplated by TEX. BUS. & COM. CODE XXX. Section 15.50-15.52. (a) Subject to the exceptions set forth in Section 8.2(b)7.2(b) below, Executive expressly covenants and agrees that during the Prohibited Period (i) Executive will refrain from carrying on or engaging in, directly or indirectly, any Competing the Business in the Restricted Area, Area and (ii) Executive will not, and Executive will cause Executive’s affiliates not to, directly or indirectly, own, manage, operate, join, become an employee, partner, owner or member of (or an independent contractor to), control or participate in any business, individual, partnership, firm, corporation or be associated in any way with or loan money to, sell or lease equipment to, or sell or lease real property to any business or Person that other entity which engages in a Competing Business in the Restricted Area. (b) Notwithstanding the restrictions contained in Section 8.2(a7.2(a), Executive or any of Executive’s affiliates may own an aggregate of not more than 21% of the outstanding stock of any class of any corporation engaged in a Competing the Business, if such stock is listed on a national securities exchange or regularly traded in the over-the-counter market by a member of a national securities exchange, without violating the provisions of Section 8.2(a7.2(a), provided that neither Executive does not have nor any of Executive’s affiliates has the power, directly or indirectly, to control or direct the management or affairs of any such corporation and is not involved in the management of such corporation. In additionFor the avoidance of doubt, the restrictions contained in Section 8.2(a) Peak Operator LLC shall not preclude Executive from being employed by a financial institution so long as be deemed an affiliate of Executive’s principal duties at such institution are not directly and primarily related to the Business. (c) Executive further expressly covenants and agrees that during the Prohibited Period, Executive will not, and Executive will cause Executive’s affiliates not to (i) directly engage or indirectlyemploy, solicitor solicit or contact with a view to the engagement or employment of, entice, persuade or induce any Person person who is an officer, employee, consultant, agent, officer or independent contractor employee of the Company or any of its Affiliatesaffiliates or (ii) canvass, solicit, approach or wasentice away or cause to be canvassed, during the one-year period prior to the Date of Terminationsolicited, an officer, employee, consultant, agent, approached or independent contractor of enticed away from the Company or any of its Affiliates, to terminate his or her employment, engagement, or associations with the Company or such Affiliate, and/or to become employed by affiliates any business or Person other than the Company or such Affiliate, and (ii) directly or indirectly, solicit, entice, persuade or induce any business or Person person who or which is a customer of the Company or any of its Affiliates such entities during the one-year period prior to during which Executive is employed by the Date of Termination, to terminate, diminish, reduce, or otherwise alter the nature and/or magnitude of that customer relationshipCompany. Notwithstanding the foregoing, the restrictions of clause (i) of this Section 8.2(c7.2(c) shall not apply with respect to (A) an officer, employee, consultant, agent, officer or independent contractor whose employment or engagement has been involuntarily terminated by employee of the Company or any of its Affiliates affiliates whose employment has been involuntarily terminated by his or her employer (other than for cause), (B) an officer or employee of the Company or any of its affiliates who has voluntarily terminated employment with the Company and their respective affiliates and who has not been employed by any of such entities for at least one year, (C) an employee who is paid on an hourly basis, or (D) an officer or employee of the Company or any of its affiliates who responds to a general solicitation that is not specifically directed at officers and employees of the Company or any of their respective affiliates. (d) Executive may seek the written consent of the Company, which may be withheld for any reason whatsoever or for no reason at all, Company to waive the provisions of this Article VIII VII on a case-by-case basis. Such consent may be granted, or withheld in the Company’s sole, unfettered discretion. (e) Executive expressly recognizes that Executive is a high-level, executive employee who will be provided with access to trade secrets as part of Executive’s employment and that the restrictive covenants set forth in this Section 7.2 are reasonable and necessary in light of Executive’s executive position and access to the Company’s trade secrets.

Non-Competition; Non-Solicitation. (i) Executive and the Company agree to the non-competition and non-solicitation provisions of this Article VIII: Section 7(b); (i) in consideration for the Confidential Proprietary Information provided by the Company to Executive pursuant to Article VSection 6 of this Agreement; (ii) as part of the consideration for the compensation and benefits to be paid to Executive hereunder, including the continued vesting during the Term of any outstanding stock option, restricted stock and performance share awards; (iii) to protect the trade secrets and Confidential Proprietary Information of the Company or its Affiliates disclosed or entrusted to Executive by the Company or its Affiliates or created or developed by Executive for the Company or its Affiliates, the business goodwill of the Company or its Affiliates developed through the efforts of Executive and/or the business opportunities disclosed or entrusted to Executive by the Company or its Affiliates; and (iv) as an additional incentive for the Company to enter into this Agreement. Executive further agrees that the terms and provisions of this Agreement are reasonable and constitute an otherwise enforceable agreement to which the terms and provisions of this Section 8.2 are ancillary or a part of as contemplated by TEX. BUS. & COM. CODE XXX. Section 15.50-15.52. (aii) Subject to the exceptions set forth in Section 8.2(b)7(b)(iii) below, Executive expressly covenants and agrees that during the Prohibited Period (i) Executive will refrain from carrying on or engaging in, directly or indirectly, any Competing Business in the Restricted Area, Area and (ii) Executive will not, and Executive will cause Executive’s affiliates not to, directly or indirectly, own, manage, operate, join, become an employee, partner, owner or member of (or an independent contractor to), control or participate in or be associated in any way with or loan money to, sell or lease equipment to, to or sell or lease real property to any business business, individual, partnership, firm, corporation or Person that other entity which engages in a Competing Business in the Restricted Area. (biii) Notwithstanding the restrictions contained in Section 8.2(a7(b)(ii), Executive or any of Executive’s affiliates may own an aggregate of not more than 21% of the outstanding stock of any class of any corporation engaged in a Competing Business, if such stock is listed on a national securities exchange or regularly traded in the over-the-counter market by a member of a national securities exchange, without violating the provisions of Section 8.2(a7(b)(ii), provided that neither Executive does not have nor any of Executive’s affiliates has the power, directly or indirectly, to control or direct the management or affairs of any such corporation and is not involved in the management of such corporation. In addition, the restrictions contained in Section 8.2(a) shall not preclude Executive from being employed by a financial institution so long as Executive’s principal duties at such institution are not directly and primarily related to the Business. (civ) Executive further expressly covenants and agrees that during the Prohibited Period, Executive will not, and Executive will cause Executive’s affiliates not to (i) directly engage or indirectlyemploy, solicitor solicit or contact with a view to the engagement or employment of, entice, persuade or induce any Person person who is an officer, employee, consultant, agent, officer or independent contractor of the Company or any of its Affiliates, or was, during the one-year period prior to the Date of Termination, an officer, employee, consultant, agent, or independent contractor of the Company or any of its Affiliates, to terminate his or her employment, engagement, or associations with the Company or such Affiliate, and/or to become employed by any business or Person other than the Company or such Affiliate, and (ii) directly or indirectly, solicit, entice, persuade or induce any business or Person who or which is a customer employee of the Company or any of its Affiliates during the one-year period prior or (ii) canvass, solicit, approach or entice away or cause to the Date of Terminationbe canvassed, to terminatesolicited, diminish, reduce, approached or otherwise alter the nature and/or magnitude of that customer relationship. Notwithstanding the foregoing, the restrictions of clause (i) of this Section 8.2(c) shall not apply with respect to an officer, employee, consultant, agent, or independent contractor whose employment or engagement has been involuntarily terminated by enticed away from the Company or any of its Affiliates (other than for cause)any person who or which is a customer of any of such entities during the period during which Executive is employed by the Company. (dv) Executive may seek expressly recognizes that Executive is a high-level, executive employee who will be provided with access to Proprietary Information and trade secrets as part of Executive’s employment and that the written consent restrictive covenants set forth in this Section 7 are reasonable and necessary in light of Executive’s executive position and access to the Company, which may be withheld for any reason whatsoever or for no reason at all, to waive the provisions of this Article VIII on a case-by-case basisProprietary Information.

Non-Competition; Non-Solicitation. Executive and the Company agree to the non-competition and non-solicitation provisions of this Article VIII: VIII (i) in consideration for the Confidential Information provided by the Company to Executive pursuant to Article VV of this Agreement; (ii) as part of the consideration for the compensation and benefits to be paid to Executive hereunder; , (iii) to protect the trade secrets and Confidential Information confidential information of the Company or its Affiliates affiliates disclosed or entrusted to Executive by the Company or its Affiliates affiliates or created or developed by Executive for the Company or its Affiliatesaffiliates, the business goodwill of the Company or its Affiliates affiliates developed through the efforts of Executive and/or the business opportunities disclosed or entrusted to Executive by the Company or its Affiliates; affiliates and (iv) as an additional incentive for the Company to enter into this Agreement. Executive further agrees that the terms and provisions of this Agreement are reasonable and constitute an otherwise enforceable agreement to which the terms and provisions of this Section 8.2 are ancillary or a part of as contemplated by TEX. BUS. & COM. CODE XXX. Section 15.50-15.52. (a) Subject to the exceptions set forth in Section 8.2(b)) below, Executive expressly covenants and agrees that during the Prohibited Period (i) Executive will refrain from carrying on or engaging in, directly or indirectly, any Competing Business in the Restricted Area, Area and (ii) Executive will not, and Executive will cause Executive’s affiliates not to, directly or indirectly, own, manage, operate, join, become an employee, partner, owner or member of (or an independent contractor to), control or participate in or be associated in any way connected with or loan money to, sell or lease equipment to, to or sell or lease real property to any business business, individual, partnership, firm, corporation or Person that other entity which engages in a Competing Business in the Restricted Area. (b) Notwithstanding the restrictions contained in Section 8.2(a), Executive or any of Executive’s affiliates may own an aggregate of not more than 2% of the outstanding stock of any class of any corporation engaged in a Competing Business, if such stock is listed on a national securities exchange or regularly traded in the over-the-counter market by a member of a national securities exchange, without violating the provisions of Section 8.2(a), provided that neither Executive does not have nor any of Executive’s affiliates has the power, directly or indirectly, to control or direct the management or affairs of any such corporation and is not involved in the management of such corporation. In addition, the restrictions contained in Section 8.2(a) shall not preclude Executive from being employed by a any financial institution so long as Executive’s principal duties at such institution are not directly and primarily related to the Business. (c) Executive further expressly covenants and agrees that during the Prohibited Period, Executive will not, and Executive will cause Executive’s affiliates not to (i) directly engage or indirectlyemploy, solicitor solicit or contact with a view to the engagement or employment of, entice, persuade or induce any Person person who is an officer, employee, consultant, agent, officer or independent contractor employee of the Company or any of its Affiliatesaffiliates or (ii) canvass, solicit, approach or wasentice away or cause to be canvassed, during the one-year period prior to the Date of Terminationsolicited, an officer, employee, consultant, agent, approached or independent contractor of enticed away from the Company or any of its Affiliates, to terminate his or her employment, engagement, or associations with the Company or such Affiliate, and/or to become employed by affiliates any business or Person other than the Company or such Affiliate, and (ii) directly or indirectly, solicit, entice, persuade or induce any business or Person person who or which is a customer of the Company or any of its Affiliates such entities during the one-year period prior to during which Executive is employed by the Date of Termination, to terminate, diminish, reduce, or otherwise alter the nature and/or magnitude of that customer relationshipCompany. Notwithstanding the foregoing, the restrictions of clause (i) of this Section 8.2(c) shall not apply with respect to (A) an officer, employee, consultant, agent, officer or independent contractor employee whose employment or engagement has been involuntarily terminated by his or her employer (other than for cause), (B) an officer or employee who has voluntarily terminated employment with the Company and its affiliates and who has not been employed by any of such entities for at least one year, (C) an officer or employee who responds to a general solicitation that is not specifically directed at officers and employees of the Company or any of its Affiliates (other than for cause)affiliates. (d) Executive may seek the written consent of the Company, which may be withheld for any reason whatsoever or for no reason at allreason, to waive the provisions of this Article VIII on a case-by-case basis. (e) The restrictions contained in Section 8.2 shall not apply to any product or services that the Company (i) provided during Executive’s employment but that the Company no longer provides at and/or after the Date of Termination and/or (ii) did not provide during Executive’s employment but that the Company provides after the Date of Termination and during the Prohibited Period.

Non-Competition; Non-Solicitation. The Executive and the Company agree to the non-competition and non-solicitation provisions of this Article VIII: Paragraph 10 (i) in consideration for the Confidential Information provided by the Company to the Executive pursuant to Article VParagraph 9; (ii) as part of the consideration for the compensation and benefits to be paid provided to the Executive hereunder; (iii) to protect the trade secrets and Confidential Information confidential information of the Company or its Affiliates disclosed or entrusted to the Executive by the Company or its Affiliates or created or developed by the Executive for the Company or its Affiliates, the business goodwill of the Company or its Affiliates developed through the efforts of the Executive and/or the business opportunities disclosed or entrusted to the Executive by the Company or its Affiliates; and (iv) as an additional incentive for the Company to enter into this Agreement. Executive further agrees that the terms and provisions of this Agreement are reasonable and constitute an otherwise enforceable agreement to which the terms and provisions of this Section 8.2 are ancillary or a part of as contemplated by TEX. BUS. & COM. CODE XXX. Section 15.50-15.52. (ai) Subject to the exceptions set forth in Section 8.2(bParagraph 10(b)(ii), the Executive expressly covenants and agrees that during the Prohibited Period (ia) the Executive will refrain from carrying on or engaging in, directly or indirectly, any Competing Business in the Restricted Area, Area and (iib) the Executive will not, and the Executive will cause the Executive’s affiliates not to, directly or indirectly, own, manage, operate, join, become an employee, partner, owner or member of (or an independent contractor to), control or participate in or be associated in any way with or loan money to, sell or lease equipment to, to or sell or lease real property to any business business, individual, partnership, firm, corporation or Person that other entity which engages in a Competing Business in the Restricted Area. (bii) Notwithstanding the restrictions contained in Section 8.2(aParagraph 10(b)(i), the Executive or any of the Executive’s affiliates may own an aggregate of not more than 21% of the outstanding stock voting securities of any class of any corporation an entity engaged in a Competing Business, if such stock is securities are listed on a national securities exchange or regularly traded in the over-the-counter market by a member of a national securities exchange, without violating the provisions of Section 8.2(aParagraph 10(b), provided that neither the Executive does not have nor any of the Executive’s affiliates (A) has the power, directly or indirectly, to control or direct the management or affairs of any such corporation entity and (B) is not involved in the management of such corporation. In addition, the restrictions contained in Section 8.2(a) shall not preclude Executive from being employed by a financial institution so long as Executive’s principal duties at such institution are not directly and primarily related to the Businessentity. (ciii) The Executive further expressly covenants and agrees that during the Prohibited Period, the Executive will not, and the Executive will cause the Executive’s affiliates not to (iA) directly engage or indirectlyemploy, solicitor solicit or contact with a view to the engagement or employment of, entice, persuade or induce any Person person who is then currently an officer, employee, consultant, agent, officer or independent contractor employee of the Company or any of its Affiliates, Affiliates or was, during the one-year period prior to the Date of Termination, was an officer, employee, consultant, agent, officer or independent contractor employee of the Company or any of its AffiliatesAffiliates within the prior six months or (B) canvass, solicit, approach or entice away or cause to terminate his be canvassed, solicited, approached or her employment, engagement, or associations with enticed away from the Company or such Affiliate, and/or to become employed by any business or Person other than the Company or such Affiliate, and (ii) directly or indirectly, solicit, entice, persuade or induce of its Affiliates any business or Person person who or which is or was (1) a customer of the Company or any of its Affiliates during the onemost recent twenty-year period prior to four months of the Date of Termination, to terminate, diminish, reduce, or otherwise alter the nature and/or magnitude of that customer relationship. Notwithstanding the foregoing, the restrictions of clause (i) of this Section 8.2(c) shall not apply Executive’s employment with respect to an officer, employee, consultant, agent, or independent contractor whose employment or engagement has been involuntarily terminated by the Company and (2) with who or any which the Executive either had contact or a relationship with or about who or which the Executive developed or acquired Confidential Information during the most recent twenty-four months of its Affiliates (other than for cause)the Executive’s employment with the Company. (div) The Executive may seek the written consent of the Company, which may be withheld for any reason whatsoever or for no reason at allreason, to waive the provisions of this Article VIII Paragraph 10 on a case-by-case basis. (v) The Executive recognizes that the Executive is a high-level, executive employee who will develop and/or be provided with access to trade secrets as part of the Executive’s employment and that the restrictive covenants set forth in this Paragraph 10(b) are reasonable and necessary in light of the Executive’s position and access to the Company’s trade secrets. The foregoing notwithstanding, the Executive and the Company agree and acknowledge that the Executive shall not be subject to, and the Company shall not have any right to enforce, this Paragraph 10 unless the Executive’s Termination Date is after the first anniversary of the Effective Date of this Agreement.

Non-Competition; Non-Solicitation. Executive Employee and the Company agree to the non-competition and non-solicitation provisions of this Article VIII: VIII (i) in consideration for the Confidential Information provided by the Company to Executive Employee pursuant to Article VV of this Agreement; (ii) as part of the consideration for the compensation and benefits to be paid to Executive Employee hereunder; , (iii) to protect the trade secrets and Confidential Information confidential information of the Company or its Affiliates affiliates disclosed or entrusted to Executive Employee by the Company or its Affiliates affiliates or created or developed by Executive Employee for the Company or its Affiliatesaffiliates, the business goodwill of the Company or its Affiliates affiliates developed through the efforts of Executive Employee and/or the business opportunities disclosed or entrusted to Executive Employee by the Company or its Affiliates; affiliates and (iv) as an additional incentive for the Company to enter into this Agreement. Executive further agrees that the terms and provisions of this Agreement are reasonable and constitute an otherwise enforceable agreement to which the terms and provisions of this Section 8.2 are ancillary or a part of as contemplated by TEX. BUS. & COM. CODE XXX. Section 15.50-15.52. (a) Subject to the exceptions set forth in Section 8.2(b)) below, Executive Employee expressly covenants and agrees that during the Prohibited Period (i) Executive Employee will refrain from carrying on or engaging in, directly or indirectly, any Competing Business in the Restricted Area, Area and (ii) Executive Employee will not, and Employee will cause Employee’s affiliates not to, directly or indirectly, own, manage, operate, join, become an employee, partner, owner or member of (or an independent contractor to), control or participate in or be associated in any way connected with or loan money to, sell or lease equipment to, to or sell or lease real property to any business business, individual, partnership, firm, corporation or Person that other entity which engages in a Competing Business in the Restricted Area. (b) Notwithstanding the restrictions contained in Section 8.2(a), Executive Employee or any of Employee’s affiliates may own an aggregate of not more than 2% of the outstanding stock of any class of any corporation engaged in a Competing Business, if such stock is listed on a national securities exchange or regularly traded in the over-the-counter market by a member of a national securities exchange, without violating the provisions of Section 8.2(a), provided that Executive does not have neither Employee nor any of Employee’s affiliates has the power, directly or indirectly, to control or direct the management or affairs of any such corporation and is not involved in the management of such corporation. In addition, the restrictions contained in Section 8.2(a) shall not preclude Executive Employee from being employed by a any financial institution so long as ExecutiveEmployee’s principal duties at such institution are not directly and primarily related to the Business. (c) Executive Employee further expressly covenants and agrees that during the Prohibited Period, Executive Employee will not, and Employee will cause Employee’s affiliates not to (i) directly engage or indirectlyemploy, solicitor solicit or contact with a view to the engagement or employment of, entice, persuade or induce any Person person who is an officer, employee, consultant, agent, officer or independent contractor employee of the Company or any of its Affiliatesaffiliates or (ii) canvass, solicit, approach or wasentice away or cause to be canvassed, during the one-year period prior to the Date of Terminationsolicited, an officer, employee, consultant, agent, approached or independent contractor of enticed away from the Company or any of its Affiliates, to terminate his or her employment, engagement, or associations with the Company or such Affiliate, and/or to become employed by affiliates any business or Person other than the Company or such Affiliate, and (ii) directly or indirectly, solicit, entice, persuade or induce any business or Person person who or which is a customer of the Company or any of its Affiliates such entities during the one-year period prior to during which Employee is employed by the Date of Termination, to terminate, diminish, reduce, or otherwise alter the nature and/or magnitude of that customer relationshipCompany. Notwithstanding the foregoing, the restrictions of clause (i) of this Section 8.2(c) shall not apply with respect to (A) an officer, employee, consultant, agent, officer or independent contractor employee whose employment or engagement has been involuntarily terminated by his or her employer (other than for cause), (B) an officer or employee who has voluntarily terminated employment with the Company and its affiliates and who has not been employed by any of such entities for at least one year, (C) an officer or employee who responds to a general solicitation that is not specifically directed at officers and employees of the Company or any of its Affiliates (other than for cause)affiliates. (d) Executive Employee may seek the written consent of the Company, which may be withheld for any reason whatsoever or for no reason at allreason, to waive the provisions of this Article VIII on a case-by-case basis. (e) The restrictions contained in Section 8.2 shall not apply to any product or services that the Company provided during Employee’s employment but that the Company no longer provides at the Date of Termination.