Common use of Non-Competition; Nonsolicitation Clause in Contracts

Non-Competition; Nonsolicitation. (a) The Participant acknowledges and recognizes the highly competitive nature of the businesses of the Restricted Group (as defined below) and accordingly agrees as follows: (i) During the Participant’s employment or service, as applicable, and for a period equal to one year following the date the Participant ceases employment or service, as applicable, for any reason (the “Restricted Period”), the Participant will not, without the prior written consent from the Company regarding the specific solicitations, engagements, or actions proposed, and such consent to be delivered in its sole, good faith discretion, whether on the Participant’s own behalf or on behalf of or in conjunction with any person, firm, partnership, joint venture, association, corporation or other business organization, entity or enterprise whatsoever (“Person”), directly or indirectly solicit or assist in soliciting in competition with the Restricted Group in the Business the business of any then current or prospective client or customer with whom the Participant (or the Participant’s direct reports) had personal contact or dealings on behalf of the Company and its Subsidiaries during the one-year period preceding the Participant’s termination of employment or service, as applicable. (ii) During the Restricted Period, the Participant will not, without prior written consent from the Company regarding the specific engagement, employment, or investment proposed, and such consent to be delivered in its sole, good faith discretion, directly or indirectly: (A) engage in the Business in any geographical area that is within 20 miles of any geographical area where the Restricted Group engages in the Business (or has plans to engage in the Business during the Restricted Period); (B) enter the employ of, or render any services to, a Competitor, except where such employment or services do not relate to the Business; or (C) acquire a 10% or greater financial interest in a Competitor, directly or indirectly, as an individual, partner, shareholder, officer, director, principal, agent, trustee or consultant. (iii) Notwithstanding anything to the contrary in this Appendix A, the provisions of this Section 1 shall not restrict acquisition or ownership of any number of single family homes for personal use by the Participant or up to one hundred additional single family homes as personal investments. (iv) During the Restricted Period, the Participant will not, whether on the Participant’s own behalf or on behalf of or in conjunction with any Person, directly or indirectly: (A) solicit or encourage any employee of the Restricted Group to leave the employment of the Restricted Group; or (B) hire any employee of the Restricted Group who provided services to the Restricted Group as of the date of the Participant’s termination of employment or service or terminated employment within six months prior to the termination of the Participant’s employment or service, as applicable. Except that Participant shall not be precluded from employing or contacting (1) any such employee who has been terminated by the Restricted Group (including, but not limited to, any employee terminated by the Company in connection with the merger of Starwood Waypoint Homes with the Company), or (2) any person a result of general solicitations not specifically directed at either the Restricted Group or its respective employees. (v) For purposes of this Appendix A:

Non-Competition; Nonsolicitation. (a) The Participant acknowledges and recognizes the highly competitive nature of the businesses of the Restricted Group (as defined below) and accordingly agrees as follows: (i) During the Participant’s employment or service, as applicable, and for a period equal to one year 12 months following the date the Participant ceases employment or service, as applicable, for any reason (the “Restricted Period”), the Participant will not, without the prior written consent from the Company regarding the specific solicitations, engagements, or actions proposed, and such consent to be delivered in its sole, good faith discretion, whether on the Participant’s own behalf or on behalf of or in conjunction with any person, firm, partnership, joint venture, association, corporation or other business organization, entity or enterprise whatsoever (“Person”), directly or indirectly solicit or assist in soliciting in competition with the Restricted Group in the Business the business of any then current or prospective client or customer with whom the Participant (or the Participant’s direct reports) had personal contact or dealings on behalf of the Company and its Subsidiaries during the one-year period preceding the Participant’s termination of employment or service, as applicable. (ii) During the Restricted Period, the Participant will not, without prior written consent from the Company regarding the specific engagement, employment, or investment proposed, and such consent to be delivered in its sole, good faith discretion, directly or indirectly: (A) engage in the Business in any geographical area that is within 20 miles of any geographical area where the Restricted Group engages in the Business (or has established, during the Participant’s employment, plans to plans to engage in the Business during the Restricted Period); (B) enter the employ of, or render any services to, a Competitor, except where such employment or services do not relate to the Business; or (C) acquire a 10% or greater financial interest in a Competitor, directly or indirectly, as an individual, partner, shareholder, officer, director, principal, agent, trustee or consultant. (iii) Notwithstanding anything to the contrary in this Appendix A, the provisions of this Section 1 shall not restrict acquisition or ownership of any number of single single-family homes for personal use by the Participant or up to one hundred five additional single single-family homes as personal investments. (iv) During the Restricted Period, the Participant will not, whether on the Participant’s own behalf or on behalf of or in conjunction with any Person, directly or indirectly: (A1) solicit or encourage any employee of the Restricted Group (other than the Participant’s personal assistant/secretary) to leave the employment of the Restricted Group; or (BA) hire any employee of the Restricted Group who provided services to the Restricted Group as of the date of the Participant’s termination of employment or service service, as applicable, or terminated employment within six months one year prior to the termination of the Participant’s employment or service, as applicable. Except that Participant shall not be precluded from employing or contacting applicable (1) any such employee who has been terminated by other than the Restricted Group (including, but not limited to, any employee terminated by the Company in connection with the merger of Starwood Waypoint Homes with the CompanyParticipant’s personal assistant/secretary), or (2) any person a result of general solicitations not specifically directed at either the Restricted Group or its respective employees. (v) For purposes of this Appendix A:

Non-Competition; Nonsolicitation. (a) The Participant acknowledges and recognizes the highly competitive nature of the businesses of the Restricted Group (as defined below) and accordingly agrees as follows: (i) During the Participant’s employment or service, as applicable, and for a period equal to one year following the date the Participant ceases employment or service, as applicable, for any reason (the “Restricted Period”), the Participant will not, without the prior written consent from the Company regarding the specific solicitations, engagements, or actions proposed, and such consent to be delivered in its sole, good faith discretion, whether on the Participant’s own behalf or on behalf of or in conjunction with any person, firm, partnership, joint venture, association, corporation or other business organization, entity or enterprise whatsoever (“Person”), directly or indirectly solicit or assist in soliciting in competition with the Restricted Group in the Business the business of any then current or prospective client or customer with whom the Participant (or the Participant’s direct reports) had personal contact or dealings on behalf of the Company and its Subsidiaries during the one-year period preceding the Participant’s termination of employment or service, as applicable. (ii) During the Restricted Period, the Participant will not, without prior written consent from the Company regarding the specific engagement, employment, or investment proposed, and such consent to be delivered in its sole, good faith discretion, directly or indirectly: (A) engage in the Business in any geographical area that is within 20 miles of any geographical area where the Restricted Group engages in the Business (or has plans to engage in the Business during the Restricted Period); (B) enter the employ of, or render any services to, a Competitor, except where such employment or services do not relate to the Business; or (C) acquire a 10% or greater financial interest in a Competitor, directly or indirectly, as an individual, partner, shareholder, officer, director, principal, agent, trustee or consultant. (iii) Notwithstanding anything to the contrary in this Appendix A, the provisions of this Section 1 shall not restrict acquisition or ownership of any number of single family homes for personal use by the Participant or up to one hundred additional single family homes as personal investments. (iv) During the Restricted Period, the Participant will not, whether on the Participant’s own behalf or on behalf of or in conjunction with any Person, directly or indirectly: (A) solicit or encourage any employee of the Restricted Group to leave the employment of the Restricted Group; or or (B) hire any employee of the Restricted Group who provided services to the Restricted Group as of the date of the Participant’s termination of employment or service or terminated employment within six months prior to the termination of the Participant’s employment or service, as applicable. Except that Participant shall not be precluded from employing or contacting (1) any such employee who has been terminated by the Restricted Group (including, but not limited to, any employee terminated by the Company in connection with the merger of Starwood Waypoint Homes with the Company), or (2) any person a result of general solicitations not specifically directed at either the Restricted Group or its respective employees. (v) For purposes of this Appendix A:

Non-Competition; Nonsolicitation. (a) The Participant acknowledges and recognizes the highly competitive nature of the businesses of the Restricted Group (as defined below) and accordingly agrees as follows: (i) During the Participant’s employment or service, as applicable, and for a period equal to one year following the date the Participant ceases employment or service, as applicable, for any reason (the “Restricted Period”), the Participant will not, without the prior written consent from the Company regarding the specific solicitations, engagements, or actions proposed, and such consent to be delivered in its sole, good faith discretion, whether on the Participant’s own behalf or on behalf of or in conjunction with any person, firm, partnership, joint venture, association, corporation or other business organization, entity or enterprise whatsoever (“Person”), directly or indirectly solicit or assist in soliciting in competition with the Restricted Group in the Business the business of any then current or prospective client or customer with whom the Participant (or the Participant’s direct reports) had personal contact or dealings on behalf of the Company and its Subsidiaries during the one-year period preceding the Participant’s termination of employment or service, as applicable. (ii) During the Restricted Period, the Participant will not, without prior written consent from the Company regarding the specific engagement, employment, or investment proposed, and such consent to be delivered in its sole, good faith discretion, directly or indirectly: (A) engage in the Business in any geographical area that is within 20 miles of any geographical area where the Restricted Group engages in the Business (or has plans to plans to engage in the Business during the Restricted Period); (B) enter the employ of, or render any services to, a Competitor, except where such employment or services do not relate to the Business; or (C) acquire a 10% or greater financial interest in a Competitor, directly or indirectly, as an individual, partner, shareholder, officer, director, principal, agent, trustee or consultant. (iii) Notwithstanding anything to the contrary in this Appendix A, the provisions of this Section 1 shall not restrict acquisition or ownership of any number of single single-family homes for personal use by the Participant or up to one hundred additional single single-family homes as personal investments. (iv) During the Restricted Period, the Participant will not, whether on the Participant’s own behalf or on behalf of or in conjunction with any Person, directly or indirectly: (A) solicit or encourage any employee of the Restricted Group to leave the employment of the Restricted Group; or (B) hire any employee of the Restricted Group who provided services to the Restricted Group as of the date of the Participant’s termination of employment or service service, as applicable, or terminated employment within six months prior to the termination of the Participant’s employment or service, as applicable. Except ; provided that Participant this restriction shall not be precluded from employing or contacting (1) apply to any such employee who has been whose employment is terminated by the Restricted Group (including, but not limited to, any employee terminated by the Company in connection with the merger of Starwood Waypoint Homes with the Company), or (2) any person a result of general solicitations not specifically directed at either the Restricted Group or its respective employees. (v) For purposes of this Appendix A:

Non-Competition; Nonsolicitation. (a) The Participant acknowledges and recognizes the highly competitive nature of the businesses of the Restricted Group (as defined below) and accordingly agrees as follows: (i) During the Participant’s employment or service, as applicable, and for a period equal to one year following the date the Participant ceases employment or service, as applicable, for any reason (the “Restricted Period”), the Participant will not, without the prior written consent from the Company regarding the specific solicitations, engagements, or actions proposed, and such consent to be delivered in its sole, good faith discretion, whether on the Participant’s own behalf or on behalf of or in conjunction with any person, firm, partnership, joint venture, association, corporation or other business organization, entity or enterprise whatsoever (“Person”), directly or indirectly solicit or assist in soliciting in competition with the Restricted Group in the Business the business of any then current or prospective client or customer with whom the Participant (or the Participant’s direct reports) had personal contact or dealings on behalf of the Company and its Subsidiaries during the one-year period preceding the Participant’s termination of employment or service, as applicable. (ii) During the Restricted Period, the Participant will not, without prior written consent from the Company regarding the specific engagement, employment, or investment proposed, and such consent to be delivered in its sole, good faith discretion, directly or indirectly: (A) engage in the Business in any geographical area that is within 20 miles of any geographical area where the Restricted Group engages in the Business (or has plans to engage in the Business during the Restricted Period); (B) enter the employ of, or render any services to, a Competitor, except where such employment or services do not relate to the Business; or (C) acquire a 10% or greater financial interest in a Competitor, directly or indirectly, as an individual, partner, shareholder, officer, director, principal, agent, trustee or consultant. (iii) Notwithstanding anything to the contrary in this Appendix A, the provisions of this Section 1 shall not restrict acquisition or ownership of any number of single family homes for personal use by the Participant or up to one hundred additional single family homes as personal investments. (iv) During the Restricted Period, the Participant will not, whether on the Participant’s own behalf or on behalf of or in conjunction with any Person, directly or indirectly: (A) solicit or encourage any employee of the Restricted Group to leave the employment of the Restricted Group; oror 001409-0025-15355-Active.30108917.6 (B) hire any employee of the Restricted Group who provided services to the Restricted Group as of the date of the Participant’s termination of employment or service or terminated employment within six months prior to the termination of the Participant’s employment or service, as applicable. Except that Participant shall not be precluded from employing or contacting (1) any such employee who has been terminated by the Restricted Group (including, but not limited to, any employee terminated by the Company in connection with the merger of Starwood Waypoint Homes with the Company), or (2) any person a result of general solicitations not specifically directed at either the Restricted Group or its respective employees. (v) For purposes of this Appendix A:

Non-Competition; Nonsolicitation. (a) The Participant acknowledges and recognizes the highly competitive nature of the businesses of the Restricted Group (as defined below) and accordingly agrees as follows: (i) During the Participant’s employment or service, as applicable, and for a period equal to one year 12 months following the date the Participant ceases employment or service, as applicable, for any reason (the “Restricted Period”), the Participant will not, without the prior written consent from the Company regarding the specific solicitations, engagements, or actions proposed, and such consent to be delivered in its sole, good faith discretion, whether on the Participant’s own behalf or on behalf of or in conjunction with any person, firm, partnership, joint venture, association, corporation or other business organization, entity or enterprise whatsoever (“Person”), directly or indirectly solicit or assist in soliciting in competition with the Restricted Group in the Business the business of any then current or prospective client or customer with whom the Participant (or the Participant’s direct reports) had personal contact or dealings on behalf of the Company and its Subsidiaries during the one-year period preceding the Participant’s termination of employment or service, as applicable. (ii) During the Restricted Period, the Participant will not, without prior written consent from the Company regarding the specific engagement, employment, or investment proposed, and such consent to be delivered in its sole, good faith discretion, directly or indirectly: (A) engage in the Business in any geographical area that is within 20 miles of any geographical area where the Restricted Group engages in the Business (or has plans to plans to engage in the Business during the Restricted Period); (B) enter the employ of, or render any services to, a Competitor, except where such employment or services do not relate to the Business; or (C) acquire a 10% or greater financial interest in a Competitor, directly or indirectly, as an individual, partner, shareholder, officer, director, principal, agent, trustee or consultant. (iii) Notwithstanding anything to the contrary in this Appendix A, the provisions of this Section 1 shall not restrict acquisition or (A) ownership of any number of single single-family homes for personal use by the Participant or up to one hundred five additional single single-family homes as personal investmentsinvestments or (B) the Participant’s performing the Schedule A Services or having a financial interest in the Schedule A Entities (provided that the Participant’s activities on behalf of such Schedule A Entities and such Schedule A Entities’ activities with respect to single family homes are limited to the Permitted Single Family Home Services). (iv) During the Restricted Period, the Participant will not, whether on the Participant’s own behalf or on behalf of or in conjunction with any Person, directly or indirectly: (A) solicit or encourage any employee of the Restricted Group (other than the Participant’s personal assistant/secretary) to leave the employment of the Restricted Group; or (B) hire any employee of the Restricted Group who provided services to the Restricted Group as of the date of the Participant’s termination of employment or service service, as applicable, or terminated employment within six months one year prior to the termination of the Participant’s employment or service, as applicableapplicable (other than the Participant’s personal assistant/secretary). Except that Participant This Section 1(a)(iv) shall not be precluded from employing or contacting (1) any apply to the individuals set forth in Schedule B hereto wit respect to the Schedule A Entities, provided that the activities of such employee who has been terminated by Schedule A Entities and such individuals are limited to the Restricted Group (including, but not limited to, any employee terminated by the Company in connection with the merger of Starwood Waypoint Homes with the Company), or (2) any person a result of general solicitations not specifically directed at either the Restricted Group or its respective employeesSchedule A Services. (v) For purposes of this Appendix A:

Non-Competition; Nonsolicitation. (a) The Participant acknowledges and recognizes the highly competitive nature of the businesses of the Restricted Group (as defined below) and accordingly agrees as follows: (i) During the Participant’s employment or service, as applicable, and for a period equal to one year following the date the Participant ceases employment or service, as applicable, for any reason (the “Restricted Period”), the Participant will not, without the prior written consent from the Company regarding the specific solicitations, engagements, or actions proposed, and such consent to be delivered in its sole, good faith discretion, whether on the Participant’s own behalf or on behalf of or in conjunction with any person, firm, partnership, joint venture, association, corporation or other business organization, entity or enterprise whatsoever (“Person”), directly or indirectly solicit or assist in soliciting in competition with the Restricted Group in the Business the business of any then current or prospective client or customer with whom the Participant (or the Participant’s direct reports) had personal contact or dealings on behalf of the Company and its Subsidiaries during the one-year period preceding the Participant’s termination of employment or service, as applicable. (ii) During the Restricted Period, the Participant will not, without prior written consent from the Company regarding the specific engagement, employment, or investment proposed, and such consent to be delivered in its sole, good faith discretion, directly or indirectly: (A) engage in the Business in any geographical area that is within 20 miles of any geographical area where the Restricted Group engages in the Business (or has plans to plans to engage in the Business during the Restricted Period); (B) enter the employ of, or render any services to, a Competitor, except where such employment or services do not relate to the Business; or (C) acquire a 10% or greater financial interest in a Competitor, directly or indirectly, as an individual, partner, shareholder, officer, director, principal, agent, trustee or consultant. (iii) Notwithstanding anything to the contrary in this Appendix A, the provisions of this Section 1 shall not restrict acquisition or ownership of any number of single single-family homes for personal use by the Participant or up to one hundred five additional single single-family homes as personal investments. (iv) During the Restricted Period, the Participant will not, whether on the Participant’s own behalf or on behalf of or in conjunction with any Person, directly or indirectly: (A) solicit or encourage any employee of the Restricted Group to leave the employment of the Restricted Group; or (B) hire any employee of the Restricted Group who provided services to the Restricted Group as of the date of the Participant’s termination of employment or service service, as applicable, or terminated employment within six months one year prior to the termination of the Participant’s employment or service, as applicable. Except that Participant shall not be precluded from employing or contacting (1) any such employee who has been terminated by the Restricted Group (including, but not limited to, any employee terminated by the Company in connection with the merger of Starwood Waypoint Homes with the Company), or (2) any person a result of general solicitations not specifically directed at either the Restricted Group or its respective employees. (v) For purposes of this Appendix A:

Non-Competition; Nonsolicitation. (a) The Participant acknowledges and recognizes the highly competitive nature of the businesses of the Restricted Group (as defined below) and accordingly agrees as follows: (i) During the Participant’s employment or service, as applicable, and for a period equal to one year nine months following the date the Participant ceases employment or service, as applicable, for any reason (the “Restricted Period”), the Participant will not, without the prior written consent from the Company regarding the specific solicitations, engagements, or actions proposed, and such consent to be delivered in its sole, good faith discretion, whether on the Participant’s own behalf or on behalf of or in conjunction with any person, firm, partnership, joint venture, association, corporation or other business organization, entity or enterprise whatsoever (“Person”), directly or indirectly solicit or assist in soliciting in competition with the Restricted Group in the Business the business of any then current or prospective client or customer with whom the Participant (or the Participant’s direct reports) had personal contact or dealings on behalf of the Company and its Subsidiaries during the one-year period preceding the Participant’s termination of employment or service, as applicable. (ii) During the Restricted Period, the Participant will not, without prior written consent from the Company regarding the specific engagement, employment, or investment proposed, and such consent to be delivered in its sole, good faith discretion, directly or indirectly: (A) engage in the Business in any geographical area that is within 20 miles of any geographical area where the Restricted Group engages in the Business (or has plans to plans to engage in the Business during the Restricted Period); (B) enter the employ of, or render any services to, a Competitor, except where such employment or services do not relate to the Business; or (C) acquire a 10% or greater financial interest in a Competitor, directly or indirectly, as an individual, partner, shareholder, officer, director, principal, agent, trustee or consultant. (iii) Notwithstanding anything to the contrary in this Appendix A, the provisions of this Section 1 shall not restrict acquisition or ownership of any number of single single-family homes for personal use by the Participant or up to one hundred five additional single single-family homes as personal investments. (iv) During the Restricted Period, the Participant will not, whether on the Participant’s own behalf or on behalf of or in conjunction with any Person, directly or indirectly: (A) solicit or encourage any employee of the Restricted Group to leave the employment of the Restricted Group; or (B) hire any employee of the Restricted Group who provided services to the Restricted Group as of the date of the Participant’s termination of employment or service service, as applicable, or terminated employment within six months one year prior to the termination of the Participant’s employment or service, as applicable. Except that Participant shall not be precluded from employing or contacting (1) any such employee who has been terminated by the Restricted Group (including, but not limited to, any employee terminated by the Company in connection with the merger of Starwood Waypoint Homes with the Company), or (2) any person a result of general solicitations not specifically directed at either the Restricted Group or its respective employees. (v) For purposes of this Appendix A:

Non-Competition; Nonsolicitation. (a) The Participant acknowledges and recognizes the highly competitive nature of the businesses of the Restricted Group (as defined below) and accordingly agrees as follows: (i) During the Participant’s employment or service, as applicable, and for a period equal to one year following the date the Participant ceases employment or service, as applicable, for any reason (the “Restricted Period”), the Participant will not, without the prior written consent from the Company regarding the specific solicitations, engagements, or actions proposed, and such consent to be delivered in its sole, good faith discretion, whether on the Participant’s own behalf or on behalf of or in conjunction with any person, firm, partnership, joint venture, association, corporation or other business organization, entity or enterprise whatsoever (“Person”), directly or indirectly solicit or assist in soliciting in competition with the Restricted Group in the Business the business of any then current or prospective client or customer with whom the Participant (or the Participant’s direct reports) had personal contact or dealings on behalf of the Company and its Subsidiaries during the one-year period preceding the Participant’s termination of employment or service, as applicable. (ii) During the Restricted Period, the Participant will not, without prior written consent from the Company regarding the specific engagement, employment, or investment proposed, and such consent to be delivered in its sole, good faith discretion, directly or indirectly: (A) engage in the Business in any geographical area that is within 20 miles of any geographical area where the Restricted Group engages in the Business (or has plans to plans to engage in the Business during the Restricted Period); (B) enter the employ of, or render any services to, a Competitor, except where such employment or services do not relate to the Business; or (C) acquire a 10% or greater financial interest in a Competitor, directly or indirectly, as an individual, partner, shareholder, officer, director, principal, agent, trustee or consultant. (iii) Notwithstanding anything to the contrary in this Appendix A, the provisions of this Section 1 shall not restrict acquisition or ownership of any number of single single-family homes for personal use by the Participant or up to one hundred five additional single single-family homes as personal investments. (iv) During the Restricted Period, the Participant will not, whether on the Participant’s own behalf or on behalf of or in conjunction with any Person, directly or indirectly: (A) solicit or encourage any employee of the Restricted Group to leave the employment of the Restricted Group; or (B) hire any employee of the Restricted Group who provided services to the Restricted Group as of the date of the Participant’s termination of employment or service [(other than Executive’s personal assistant/secretary)]1, as applicable, or terminated employment within six months one year prior to the termination of the Participant’s employment or service, as applicable. Except that Participant shall not be precluded from employing or contacting (1) any such employee who has been terminated by the Restricted Group (including, but not limited to, any employee terminated by the Company in connection with the merger of Starwood Waypoint Homes with the Company), or (2) any person a result of general solicitations not specifically directed at either the Restricted Group or its respective employees1Applies to Xx. Xxxxxxxx. (v) For purposes of this Appendix A:

Non-Competition; Nonsolicitation. (a) The Participant Executive recognizes and acknowledges that the services to be performed by him hereunder are special, unique and extraordinary and Executive further acknowledges and recognizes the highly competitive nature of the businesses business of the Restricted Group (as defined below) and accordingly Company. Accordingly, Executive agrees as follows: (i) During that during the Participant’s employment or service, as applicable, Employment Term and for a period equal to one year of twelve (12) months following the date the Participant ceases employment or service, as applicable, for any reason (the “Restricted Period”), the Participant will not, without the prior written consent from the Company regarding the specific solicitations, engagements, or actions proposed, and such consent to be delivered in its sole, good faith discretion, whether on the Participant’s own behalf or on behalf of or in conjunction with any person, firm, partnership, joint venture, association, corporation or other business organization, entity or enterprise whatsoever (“Person”), directly or indirectly solicit or assist in soliciting in competition with the Restricted Group in the Business the business of any then current or prospective client or customer with whom the Participant (or the Participant’s direct reports) had personal contact or dealings on behalf of the Company and its Subsidiaries during the one-year period preceding the Participant’s termination of employment or service(the "Restrictive Period"), as applicable. (ii) During the Restricted Period, the Participant Executive will not, without prior written consent from the Company regarding the specific engagement, employment, or investment proposed, and such consent to be delivered in its sole, good faith discretion, directly or indirectly: (A) engage in the Business in any geographical area that is within 20 miles of any geographical area where the Restricted Group engages in the Business (or has plans to engage in the Business during the Restricted Period); (B) enter the employ of, or render any services to, a Competitor, except where such employment or services do not relate to the Business; or (C) acquire a 10% or greater financial interest in a Competitor, directly or indirectly, as an individual, partner, shareholder, officer, director, principalstockholder, partner, member, associate, employee, consultant, owner, agent, trustee creditor, co-venturer or consultant. otherwise, become or be financially interested in or be associated with any other person or entity, in any state in the United States in which the Company has operations at the date of his termination of employment, in a "Competitive Business" with that of the Company at such time. For purposes of the Agreement, a Competitive Business shall mean any business which derives 25% or more of its revenue directly or indirectly from skiing and other winter resorts, winter-associated real estate development and related activities which involve skiing and winter resorts as its primary business, but excluding SR Property, SB River Realty LLC and Sugar Xxxx Land Holdings, Inc. as provided in Section 2(b) hereof. Executive's ownership of shares in the Company and the ownership, directly or indirectly, of not more than five percent (iii5%) Notwithstanding anything of the issued and outstanding stock of any corporation, the shares of which are regularly traded on a national securities exchange or in the over-the-counter market, shall not in any event be deemed to the contrary in this Appendix A, be a violation of the provisions of this Section 1 shall not restrict acquisition or ownership of any number of single family homes for personal use by the Participant or up to one hundred additional single family homes as personal investments8. (ivb) During the Restricted Period, the Participant will not, whether on the Participant’s own behalf or on behalf of or in conjunction with any Person, Executive shall not (i) directly or indirectly: , (A) solicit or encourage any employee of the Restricted Group Company to leave the employment of the Restricted Group; or Company, or (B) hire any employee of the Restricted Group who provided services to the Restricted Group as of the date of the Participant’s termination of employment or service or terminated employment within six months prior to the termination of the Participant’s employment or service, as applicable. Except that Participant shall not be precluded from employing or contacting (1) any such employee who has been terminated left the employment of the Company (other than as a result of the termination of such employment by the Restricted Group Company) within one (including, but not limited to, any employee terminated by 1) year after the Company in connection with the merger termination of Starwood Waypoint Homes such employee's employment with the Company), and (ii) directly or (2) indirectly, solicit or encourage to cease to work with the Company any person a result of general solicitations not specifically directed at either consultant then under contract with the Restricted Group or its respective employeesCompany. (vc) For purposes of this Appendix A:Section 8 and Section 9 of the Agreement, the term "the Company" shall mean the Company and any subsidiary or affiliate (as such term is defined in Rule 144 promulgated under the Securities Act of 1933, as amended, or any successor rule) of the Company.

Non-Competition; Nonsolicitation. (a) The Participant acknowledges and recognizes the highly competitive nature of the businesses of the Restricted Group (as defined below) and accordingly agrees as follows: (i) During the Participant’s employment or service, as applicable, and for a period equal to one year 12 months following the date the Participant ceases employment or service, as applicable, for any reason (the “Restricted Period”), the Participant will not, without the prior written consent from the Company regarding the specific solicitations, engagements, or actions proposed, and such consent to be delivered in its sole, good faith discretion, whether on the Participant’s own behalf or on behalf of or in conjunction with any person, firm, partnership, joint venture, association, corporation or other business organization, entity or enterprise whatsoever (“Person”), directly or indirectly solicit or assist in soliciting in competition with the Restricted Group in the Business the business of any then current or prospective client or customer with whom the Participant (or the Participant’s direct reports) had personal contact or dealings on behalf of the Company and its Subsidiaries during the one-year period preceding the Participant’s termination of employment or service, as applicable. (ii) During the Restricted Period, the Participant will not, without prior written consent from the Company regarding the specific engagement, employment, or investment proposed, and such consent to be delivered in its sole, good faith discretion, directly or indirectly: (A) engage in the Business in any geographical area that is within 20 miles of any geographical area where the Restricted Group engages in the Business (or has plans to plans to engage in the Business during the Restricted Period); (B) enter the employ of, or render any services to, a Competitor, except where such employment or services do not relate to the Business; or (C) acquire a 10% or greater financial interest in a Competitor, directly or indirectly, as an individual, partner, shareholder, officer, director, principal, agent, trustee or consultant. (iii) Notwithstanding anything to the contrary in this Appendix A, the provisions of this Section 1 shall not restrict acquisition or ownership of any number of single single-family homes for personal use by the Participant or up to one hundred five additional single single-family homes as personal investments. (iv) During the Restricted Period, the Participant will not, whether on the Participant’s own behalf or on behalf of or in conjunction with any Person, directly or indirectly: (A) solicit or encourage any employee of the Restricted Group (other than the Participant’s personal assistant/secretary) to leave the employment of the Restricted Group; or (B) hire any employee of the Restricted Group who provided services to the Restricted Group as of the date of the Participant’s termination of employment or service service, as applicable, or terminated employment within six months one year prior to the termination of the Participant’s employment or service, as applicable. Except that Participant shall not be precluded from employing or contacting applicable (1) any such employee who has been terminated by other than the Restricted Group (including, but not limited to, any employee terminated by the Company in connection with the merger of Starwood Waypoint Homes with the CompanyParticipant’s personal assistant/secretary), or (2) any person a result of general solicitations not specifically directed at either the Restricted Group or its respective employees. (v) For purposes of this Appendix A: