Common use of Non-Competition; Nonsolicitation Clause in Contracts

Non-Competition; Nonsolicitation. During the Term, and in the event that the Executive’s employment is terminated for any reason, then for a period of one (1) year following the Date of Termination (the “Restrictive Period”), the Executive shall be prohibited from working (as an employee, consultant, advisor, director or otherwise) for, engaging in or acquiring or investing in any business having assets engaged in the following businesses in New England and the other jurisdictions in which the Partnership Group is conducting business as of the Date of Termination (the “Restricted Businesses”): (i) wholesale or retail marketing, sale, distribution and transportation of refined petroleum products, crude oil, renewable fuels (including ethanol and biofuels), and natural gas liquids (including ethane, butane, propane and condensates); (ii) the storage of refined petroleum products and/or any of the other products identified in clause (i) of this paragraph in connection with any of the activities described in said clause (i); (iii) the retail sale of convenience store items and sundries and related food service, whether or not related to the retail sale of refined petroleum products including, without limitation, gasoline; (iv) bunkering; and (v) any other business in which the Company or its Affiliates (a) becomes engaged during the period Executive is employed by the Company or any of its Affiliates, or (b) is preparing to become engaged as of the time that Executive’s employment with the Company or any of its Affiliates ends and, with respect to parts (a) and (b) of this clause (v), the Executive has participated in or obtained Confidential Information about such business or anticipated business. During the Restrictive Period, the Executive also shall not directly or indirectly solicit any employees, contractors, vendors, suppliers or customers of the Company or the Partnership Group to cease to be employed by or otherwise do business with the Company or the Partnership Group, or to reduce the same, or to be employed or otherwise do business with any Restricted Business. Notwithstanding any provision of this Annex I to Amended and Restated Employment Agreement (this “Annex I”) to the contrary, the Executive may own up to 3% of a publicly traded entity that is engaged in one or more of the Restricted Businesses. If any court determines that any of the provisions of this Annex I are invalid or unenforceable, the remainder of such provisions shall not thereby be affected and shall be given full effect without regard to the invalid provisions. If any court construes any of the provisions of this Annex I, or any part thereof, to be unreasonable because of the duration of such provision or the geographic scope thereof, such court shall have the power to reduce the duration or restrict the geographic scope of such provision and to enforce such provision as so reduced or restricted. Notwithstanding the foregoing or any other provision of this Annex I, nothing in this Annex I shall limit the Executive’s ability to perform services in any capacity or invest in any of the following: (I) money management firm; (II) investment partnership; (III) investment or private equity firm; or (IV) private equity or other investment fund; except that if any such firm, partnership or fund referenced in subsections (I) through (IV) contemplates or makes direct investments in the Partnership Group or in any Restricted Business, the Executive must recuse himself and may not personally, in any respect, be actively involved, actively participate, or directly invest, and must fully comply with the provisions of this Annex 1. Any restrictions on the Executive otherwise prohibited under this Annex I may be waived only by express written permission of the Conflicts Committee of the Company’s Board of Directors.

Non-Competition; Nonsolicitation. During the Term, and in the event that the Executive’s employment is terminated for any reason, then for a period of one two (12) year following the Date of Termination years (the “Restrictive Period”), ) following the Date of Termination the Executive shall be prohibited from working (as an employee, consultant, advisor, director or otherwise) for, engaging in or acquiring or investing in any business having assets engaged in (or actively considering engagement in) the following businesses in New England and the other jurisdictions in which the Partnership Group Company and/or Global is conducting business as of the Date of Termination (the “Restricted Businesses”): (i) wholesale or and/or retail marketing, sale, distribution and transportation of refined petroleum products, crude oil, renewable fuels (including ethanol and biofuelsbio-fuels), and natural gas liquids (including ethane, butane, propane and condensates), natural gas, compressed natural gas and liquefied natural gas; (ii) the storage of refined petroleum products and/or any of the other products identified in clause (i) of this paragraph in connection with any of the activities described in said clause (i); (iii) the retail sale of convenience store items and sundries and related food service, whether or not related to the retail sale of refined petroleum products including, without limitation, gasoline; service and (iv) bunkering; and (v) any other business in which , unless the Chief Executive Officer of the Company or its Affiliates (a) becomes engaged during and the period Executive is employed by the Company or any of its Affiliates, or (b) is preparing to become engaged as of the time that Executive’s employment with the Company or any of its Affiliates ends and, with respect to parts (a) and (b) of this clause (v), the Executive has participated in or obtained Confidential Information about Board approve such business or anticipated businessactivity. During the Restrictive Period, the Executive also shall not directly or indirectly solicit any employees, contractors, vendors, suppliers or customers of the Company or the Partnership Group Global to cease to be employed by or otherwise do business with the Company or the Partnership GroupGlobal, or to reduce the same, or to be employed or otherwise do business with any Restricted Business. Notwithstanding any provision of this Annex I to Amended and Restated Employment Agreement (this “Annex I”) Amendment to the contrary, the Executive may own up to 3% of a publicly traded entity that is engaged in one or more of the Restricted Businesses. If any court determines that any of the provisions of this Annex I Amendment are invalid or unenforceable, the remainder of such provisions shall not thereby be affected and shall be given full effect without regard to the invalid provisions. If any court construes any of the provisions of this Annex IAmendment, or any part thereof, to be unreasonable because of the duration of such provision or the geographic scope thereof, such court shall have the power to reduce the duration or restrict the geographic scope of such provision and to enforce such provision as so reduced or restricted. Notwithstanding the foregoing or any other provision of this Annex IAgreement, nothing in this Annex I Amendment shall limit the Executive’s ability to perform services in any capacity or invest in any of the following: (Ii) money management firm; (IIii) investment partnership; (IIIiii) investment or private equity firm; or (IViv) private equity or other investment fund; except that if any such firm, partnership or fund referenced in subsections (Ii) through (IViv) contemplates or makes direct investments in the Partnership Group Global or in any Restricted Business, the Executive must recuse himself and may not personally, in any respect, be actively involved, actively participate, or directly invest, and must fully comply with the provisions of Section 15 of this Annex 1. Any restrictions on the Executive otherwise prohibited under this Annex I may be waived only by express written permission of the Conflicts Committee of the Company’s Board of DirectorsAgreement.

Non-Competition; Nonsolicitation. During (a) The Executive recognizes and acknowledges that the Termservices to be performed by him hereunder are special, unique and extraordinary and the Executive further acknowledges and recognizes the highly competitive nature of the business of the Company. The Executive understands that the provisions of this Section 6 may limit the Executive's ability to earn a livelihood in a business similar to the business of the Company but nevertheless agrees and hereby acknowledges that (i) such provisions do not impose a greater restraint than is necessary to protect the goodwill or other business interests of the Company, (ii) such provisions contain reasonable limitations as to time and scope of activity to be restrained, (iii) such provisions are not harmful to the general public, (iv) such provisions are not unduly burdensome to the Executive, and (v) the consideration provided hereunder is sufficient to compensate the Executive for the restrictions contained in such provisions. In consideration thereof and in light of the event Executive's education, skills and liabilities, the Executive agrees that the Executive’s employment is terminated for Executive will not assert in any reasonforum that such provisions prevent the Executive from earning a living or otherwise are void or unenforceable or should be held unenforceable. Accordingly, then the Executive agrees that during the Employment Term and for a period of one six (16) year months following the Date termination of Termination (the “Restrictive Period”)employment, the Executive shall be prohibited from working (will not, directly or indirectly, as an officer, director, stockholder, partner, member, associate, employee, consultant, advisorowner, director agent, creditor, co-venturer or otherwise) for, engaging become or be financially interested in or acquiring be associated with any other person or investing entity, in any business having assets engaged state in the following businesses in New England and the other jurisdictions in which the Partnership Group is conducting business as of the Date of Termination (the “Restricted Businesses”): (i) wholesale or retail marketing, sale, distribution and transportation of refined petroleum products, crude oil, renewable fuels (including ethanol and biofuels), and natural gas liquids (including ethane, butane, propane and condensates); (ii) the storage of refined petroleum products and/or any of the other products identified in clause (i) of this paragraph in connection with any of the activities described in said clause (i); (iii) the retail sale of convenience store items and sundries and related food service, whether or not related to the retail sale of refined petroleum products including, without limitation, gasoline; (iv) bunkering; and (v) any other business United States in which the Company or its Affiliates (a) becomes engaged during has operations at the period Executive is employed by the Company or any date of its Affiliateshis termination of employment, or (b) is preparing to become engaged as of the time in a "Competitive Business" with that Executive’s employment with the Company or any of its Affiliates ends and, with respect to parts (a) and (b) of this clause (v), the Executive has participated in or obtained Confidential Information about such business or anticipated business. During the Restrictive Period, the Executive also shall not directly or indirectly solicit any employees, contractors, vendors, suppliers or customers of the Company at such time. For purposes of the Agreement, a Competitive Business shall mean any ski resort within a 100 mile radius of the Steamboat Ski and Resort facilities. The Executive's ownership of shares in Company Affiliates and the ownership, directly or indirectly, of not more than five percent (5%) of the Partnership Group to cease 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 be employed by or otherwise do business with the Company or the Partnership Group, or to reduce the same, or to be employed or otherwise do business with any Restricted Business. Notwithstanding any provision of this Annex I to Amended and Restated Employment Agreement (this “Annex I”) to the contrary, the Executive may own up to 3% of a publicly traded entity that is engaged in one or more of the Restricted Businesses. If any court determines that any violation of the provisions of this Annex I are invalid Section 6. (b) During the Employment Term and for a period of twelve (12) months thereafter, the Executive shall not (i) directly or indirectly, (A) solicit or encourage any employee of the Company to leave the employment of the Company, or (B) hire any such employee who has left the employment of the Company (other than as a result of the termination of such employment by the Company) within six (6) months after the termination of such employee's employment with the Company, and (ii) directly or indirectly, solicit or encourage to cease to work with the Company any consultant then under contract with the Company. (c) It is expressly understood and agreed that although the Executive and the Company consider the restrictions contained in this Section 6 to be reasonable, if a final judicial determination is made by a court of competent jurisdiction that the time or territory or any other restriction contained in the Agreement is an unenforceable restriction against the Executive, the provisions of the Agreement shall not be rendered void but shall be deemed amended to apply as to such maximum time and territory and to such maximum extent as such court may judicially determine or indicate to be enforceable. Alternatively, if any court of competent jurisdiction finds that any restriction contained in the Agreement is unenforceable, the remainder of and such provisions restriction cannot be amended so as to make it enforceable, such finding shall not thereby be affected and shall be given full effect without regard to affect the invalid provisions. If any court construes enforceability of any of the provisions of this Annex I, or any part thereof, to be unreasonable because of the duration of such provision or the geographic scope thereof, such court shall have the power to reduce the duration or restrict the geographic scope of such provision and to enforce such provision as so reduced or restricted. Notwithstanding the foregoing or any other provision of this Annex I, nothing in this Annex I shall limit the Executive’s ability to perform services in any capacity or invest in any of the following: (I) money management firm; (II) investment partnership; (III) investment or private equity firm; or (IV) private equity or other investment fund; except that if any such firm, partnership or fund referenced in subsections (I) through (IV) contemplates or makes direct investments in the Partnership Group or in any Restricted Business, the Executive must recuse himself and may not personally, in any respect, be actively involved, actively participate, or directly invest, and must fully comply with the provisions of this Annex 1. Any restrictions on the Executive otherwise prohibited under this Annex I may be waived only by express written permission of the Conflicts Committee of the Company’s Board of Directorscontained herein.

Non-Competition; Nonsolicitation. (a) During the TermTerm and, and in the event that the Executive’s employment is terminated for any reason, then for a period of one two (12) year years following the Date of Termination (the “Restrictive Period”), the Executive shall be prohibited from working (as an employee, consultant, advisor, director or otherwise) for, engaging in or acquiring or investing in any business having assets engaged in the following businesses in New England and the other jurisdictions in which the Partnership Group Company is conducting business as of the Date of Termination (the “Restricted Businesses”): (i) wholesale or retail marketing, sale, distribution and transportation of refined petroleum products, crude oil, renewable fuels (including ethanol and biofuels), and natural gas liquids (including ethane, butane, propane and condensates); (ii) the storage of refined petroleum products and/or any of the other products identified in clause (i) of this paragraph in connection with any of the activities described in said clause (i); (iii) the retail sale of convenience store items and sundries and related food service, whether or not related to the retail sale of refined petroleum products including, without limitation, gasoline; (iv) bunkering; and (viv) any other business in which the Company wholesale or its Affiliates (a) becomes engaged during retail sale or distribution of petroleum or gasoline products, unless the period Chief Executive is employed by the Company or any of its Affiliates, or (b) is preparing to become engaged as of the time that Executive’s employment with the Company or any of its Affiliates ends and, with respect to parts (a) and (b) of this clause (v), the Executive has participated in or obtained Confidential Information about such business or anticipated business. During the Restrictive Period, the Executive also shall not directly or indirectly solicit any employees, contractors, vendors, suppliers or customers Officer of the Company or and the Partnership Group to cease to be employed by or otherwise do business with the Company or the Partnership Group, or to reduce the same, or to be employed or otherwise do business with any Restricted BusinessBoard approve such activity. Notwithstanding any provision of this Annex I to Amended and Restated Employment Agreement (this “Annex I”) paragraph 11 to the contrary, the Executive may (x) own up to 3% of a publicly traded entity that is engaged in one or more of the Restricted Businesses and (y) with the prior consent of the Company, may serve as a director of an entity that is engaged in one or more of the Restricted Businesses. If any court determines that any of the provisions of this Annex I paragraph 11 are invalid or unenforceable, the remainder of such provisions shall not thereby be affected and shall be given full effect without regard to the invalid provisions. If any court construes any of the provisions of this Annex Iparagraph 11, or any part thereof, to be unreasonable because of the duration of such provision or the geographic scope thereof, such court shall have the power to reduce the duration or restrict the geographic scope of such provision and to enforce such provision as so reduced or restricted. Notwithstanding . (b) During the foregoing or any other provision of this Annex ITerm and, nothing in this Annex I shall limit the event that the Executive’s ability to perform services in employment is terminated pursuant for any capacity or invest in any reason, then for a period of two (2) years following the Date of Termination, the Executive shall not, without the prior written consent of the following: Company: (Ii) money management firm; (II) investment partnership; (III) investment Either individually or private equity firm; on behalf of or (IV) private equity through any third party, solicit, divert or other investment fund; except that if any such firmappropriate or attempt to solicit, partnership divert or fund referenced in subsections (I) through (IV) contemplates or makes direct investments in appropriate, for the Partnership Group or purpose of engaging in any Restricted Business, the Executive must recuse himself and may not personally, in any respect, be actively involved, actively participate, or directly invest, and must fully comply with the provisions of this Annex 1. Any restrictions on the Executive otherwise prohibited under this Annex I may be waived only by express written permission of the Conflicts Committee customers of the Company’s Board , or any prospective customers with respect to which the Company has made a sales presentation (or similar offering of Directorsservices). (ii) Either individually or on behalf of or through any third party, directly or indirectly, solicit, entice or persuade or attempt to solicit, entice or persuade any other employees of or consultants to the Company within the immediately preceding 12-month period or any parent or affiliate of the Company to leave the services of the Company or any parent or affiliate for any reason.

Non-Competition; Nonsolicitation. During the Term, and in the event that the Executive’s employment is terminated for any reason, then for a period of one two (12) year following the Date of Termination years (the “Restrictive Period”)) following the Date of Termination, the Executive shall be prohibited from working (as an employee, consultant, advisor, director or otherwise) for, engaging in or acquiring or investing in any business having assets engaged in (or actively considering engagement in) the following businesses in New England and the other jurisdictions in which the Partnership Group is Company and/or its affiliates are conducting business as of the Date of Termination (the “Restricted Businesses”): (i) wholesale or and/or retail marketing, sale, distribution and transportation of refined petroleum products, crude oil, renewable fuels (including ethanol and biofuelsbio-fuels), and natural gas liquids (including ethane, butane, propane and condensates), natural gas, compressed natural gas and liquefied natural gas; (ii) the storage of refined petroleum products and/or any of the other products identified in clause (i) of this paragraph in connection with any of the activities described in said clause (i); (iii) the retail sale of convenience store items and sundries and related food service, whether or not related to the retail sale of refined petroleum products including, without limitation, gasoline; and (iv) bunkering; and (v) any other business in which , unless the Chief Executive Officer of the Company or its Affiliates (a) becomes engaged during and the period Executive is employed by the Company or any of its Affiliates, or (b) is preparing to become engaged as of the time that Executive’s employment with the Company or any of its Affiliates ends and, with respect to parts (a) and (b) of this clause (v), the Executive has participated in or obtained Confidential Information about Board approve such business or anticipated businessactivity. During the Restrictive Period, the Executive also shall not directly or indirectly solicit any employees, contractors, vendors, suppliers or customers of the Company or the Partnership Group Global to cease to be employed by or otherwise do business with the Company or the Partnership GroupGlobal, or to reduce the same, or to be employed or otherwise do business with any Restricted Business. Notwithstanding any provision of this Annex I to Amended and Restated Employment Agreement (this “Annex I”) Amendment to the contrary, the Executive may own up to 3% of a publicly traded entity that is engaged in one or more of the Restricted Businesses. If any court determines that any of the provisions of this Annex I Amendment are invalid or unenforceable, the remainder of such provisions shall not thereby be affected and shall be given full effect without regard to the invalid provisions. If any court construes any of the provisions of this Annex IAmendment, or any part thereof, to be unreasonable because of the duration of such provision or the geographic scope thereof, such court shall have the power to reduce the duration or restrict the geographic scope of such provision and to enforce such provision as so reduced or restricted. Notwithstanding the foregoing or any other provision of this Annex IAgreement, nothing in this Annex I Amendment shall limit the Executive’s ability to perform services in any capacity or invest in any of the following: (Ii) money management firm; (IIii) investment partnership; (IIIiii) investment or private equity firm; or (IViv) private equity or other investment fund; except that if any such firm, partnership or fund referenced in subsections (Ii) through (IViv) contemplates or makes direct investments in the Partnership Group Global or in any Restricted Business, the Executive must recuse himself and may not personally, in any respect, be actively involved, actively participate, or directly invest, and must fully comply with the provisions of this Annex 11 to the Agreement. Any restrictions on the Executive otherwise prohibited under this Annex I Agreement may be waived only by express written permission of the Conflicts Committee of the Company’s Board of Directors.

Non-Competition; Nonsolicitation. During the Term, and in the event that the Executive’s employment is terminated for any reason, then for (a) For a period of one five (15) year following years from and after the Closing Date of Termination (the “Restrictive Restricted Period”), neither Seller, Parent nor any of their Affiliates (collectively, the Executive shall be prohibited from working “Restricted Parties”) shall, directly or indirectly: (i) within the Protected Territory (as an employeehereinafter defined), consultantown, advisormanage, director operate, join, control or otherwise) for, engaging in or acquiring or investing in any business having assets engaged participate in the following businesses in New England and ownership, management, operation or control of any entity that engages in, or that the other jurisdictions in which Restricted Party knows intends to engage in, the Partnership Group is conducting jet aircraft passenger charter business conducted by Seller as of the Date Closing Date; provided, however, that the foregoing restriction shall not be deemed to prohibit Parent or Seller or any of Termination their Affiliates from transporting passengers incidental to and as part of transporting cargo (the “Restricted Businesses”): (ie.g., transporting technicians or surgical team members on a flight delivering organs for transplant) wholesale or retail marketing, sale, distribution and transportation from transporting passengers pursuant to Parent’s U.S. Department of refined petroleum products, crude oil, renewable fuels (including ethanol and biofuels), and natural gas liquids (including ethane, butane, propane and condensates)Defense certification; (ii) the storage of refined petroleum products and/or any of the other products identified in clause (i) of this paragraph in connection solicit, retain as a consultant, interfere with any of the activities described in said clause (i); (iii) the retail sale of convenience store items and sundries and related food service, whether or not related attempt to the retail sale of refined petroleum products including, without limitation, gasoline; (iv) bunkering; and (v) any other business in which the Company or its Affiliates (a) becomes engaged during the period Executive is employed by the Company entice away from Buyer or any of its Affiliates, any employee of (or (bindividual whose primary role and responsibilities relate to the Business conducted by) is preparing Seller who becomes a Transferred Employee; provided, however, that the foregoing restriction shall not apply to become engaged as of the time that Executive’s any Transferred Employee whose employment with the Company Buyer or its Affiliates is terminated by the Buyer or such Affiliate, unless Parent has Knowledge that such Transferred Employee was terminated by Buyer or such Affiliate for “cause,” in which case, such restriction shall extend for six (6) months after the date of termination, or (iii) solicit, interfere with or attempt to entice away from Buyer or any of its Affiliates ends andAffiliates, with respect any person, firm or corporation which has been or is during the one-year period ending on the Closing Date a customer of Seller. Notwithstanding the foregoing, a Restricted Party shall not be deemed to parts have violated Section 15.01(a)(ii), if such Restricted Person (aor any Affiliate thereof) and hires or interviews any Transferred Employee who (A) contacts such Restricted Person (or any Affiliate thereof) or a search firm retained by such Restricted Person (or any Affiliate thereof) on his or her own initiative without any direct or indirect solicitation by such Restricted Person (or any Affiliate thereof) or (B) responds to a general solicitation of employment placed in any publication. (b) The ownership of not more than 5% of the outstanding stock of any publicly traded company or companies otherwise subject to Section 15.01(a) shall not be a violation of this clause Section 15.01 so long as the Restricted Parties do not participate in the management of such company. (v)c) As used in this Section 15.01, the Executive has participated in or obtained Confidential Information about such business or anticipated business. During term “Protected Territory” shall mean within the Restrictive Period, the Executive also shall not directly or indirectly solicit any employees, contractors, vendors, suppliers or customers of the Company or the Partnership Group to cease to be employed by or otherwise do business with the Company or the Partnership Group, or to reduce the same, or to be employed or otherwise do business with any Restricted Business. Notwithstanding any provision of this Annex I to Amended and Restated Employment Agreement (this “Annex I”) to the contrary, the Executive may own up to 3% of a publicly traded entity that is engaged in one or more of the Restricted Businesses. If any court determines that any of the provisions of this Annex I are invalid or unenforceable, the remainder of such provisions shall not thereby be affected and shall be given full effect without regard to the invalid provisions. If any court construes any of the provisions of this Annex I, or any part thereof, to be unreasonable because of the duration of such provision or the geographic scope thereof, such court shall have the power to reduce the duration or restrict the geographic scope of such provision and to enforce such provision as so reduced or restricted. Notwithstanding the foregoing or any other provision of this Annex I, nothing in this Annex I shall limit the Executive’s ability to perform services in any capacity or invest in any of the following: (I) money management firm; (II) investment partnership; (III) investment or private equity firm; or (IV) private equity or other investment fund; except that if any such firm, partnership or fund referenced in subsections (I) through (IV) contemplates or makes direct investments in the Partnership Group or in any Restricted Business, the Executive must recuse himself and may not personally, in any respect, be actively involved, actively participate, or directly invest, and must fully comply with the provisions of this Annex 1. Any restrictions on the Executive otherwise prohibited under this Annex I may be waived only by express written permission of the Conflicts Committee of the Company’s Board of Directors40 xxxxxxxxxx xxxxxx xx xxx Xxxxxx Xxxxxx.