Common use of Non-Competition Obligations Clause in Contracts

Non-Competition Obligations. 7.1 As part of the consideration for the compensation and benefits to be paid to Employee hereunder, in keeping with Employee' duties as a fiduciary and in order to protect Employee' interests in the confidential information of the Company and the business relationships developed by Employee with the clients and potential clients of the Company, and as an additional incentive for the Company to enter into this Agreement, the Company and Employee agree to the non-competition provisions of this Article 7. Employee agrees that during the period of Employee' non-competition obligations hereunder, Employee will not, directly or indirectly for Employee or for others, in any geographic area or market where the Company or any of its affiliates are conducting any business as of the Date of Termination or have during the previous 12 months conducted any business: (a) engage in any business competitive with the business conducted by the Company or its affiliates; (b) render advice or services to, or otherwise assist, any other person, association or entity who is engaged, directly or indirectly, in any business competitive with the business conducted by the Company or its affiliates; (c) induce any employee of the Company or any of its affiliates to terminate his or her employment with the Company or its affiliates, or solicit the employment of any such employee by person, association or entity not affiliated with the Company. These non-competition obligations shall extend until the latter of (i) the expiration of the Term and (ii) one year after termination of the employment relationship. 7.2 Employee understands that the foregoing restrictions may limit his ability to engage in certain businesses anywhere in the world during the period provided for above, but acknowledges that Employee will receive sufficiently high remuneration and other benefits (e.g., the right to receive compensation under Article 6 for the remainder of the Term in certain circumstances) under this Agreement to justify such restrictions. Employee acknowledges that money damages would not be sufficient remedy for any breach of this Article 7 by Employee, and the Company shall be entitled to enforce the provisions of this Article 7 by terminating any payments then owing to Employee under this Agreement and/or to specific performance and injunctive relief as remedies for such breach or any threatened breach. Such remedies shall not be deemed the exclusive remedies for a breach of this Article 7, but shall be in addition to all remedies available at law or in equity to the Company, including, without limitation, the recovery of damages from Employee or his or her agents involved in such breach. 7.3 It is expressly understood and agreed that the Company and Employee consider the restrictions contained in this Article 7 to be reasonable and necessary to protect the proprietary information of the Company. Nevertheless, if any of the aforesaid restrictions are found by a court having jurisdiction to be unreasonable, or overly broad as to geographic area or time, or otherwise unenforceable, the parties intend for the restrictions therein set forth to be modified by such court so as to be reasonable and enforceable and, as so modified by the court, to be enforced.

Non-Competition Obligations. 7.1 As part of the consideration for the compensation and benefits to be paid to Employee hereunder, in keeping with Employee' duties as a fiduciary and in order ; to protect Employee' interests in the trade secrets and confidential information of the Company and its affiliates that have been or will in the future be disclosed or entrusted to Employee, the business relationships good will of Company and its affiliates that has been and will in the future be developed in Employee, or the business opportunities that have been and will in the future be disclosed or entrusted to Employee by Employee with the clients Company and potential clients of the Company, its affiliates; and as an additional incentive for the Company to enter into this Agreement, the Company and Employee agree to the non-competition provisions of this Article 76. Employee agrees that during the period of Employee' ’s non-competition obligations hereunder, Employee will shall not, directly or indirectly for Employee or for others, in any geographic area or market where the Company or any of its affiliates are conducting any business as of the Date date of Termination termination of the employment relationship or have during the previous 12 months conducted any business: (ai) engage in any offshore supply vessel business serving the oil and gas industry that is competitive with the business conducted by the Company or its affiliates; (bii) render any advice or services to, or otherwise assist, any other person, association association, or entity who is engaged, directly or indirectly, in with any offshore supply vessel business serving the oil and gas industry that is competitive with the business conducted by the Company or its affiliates; (ciii) induce any employee of the Company or any of its affiliates to terminate his or her employment with the Company or its affiliates, or solicit hire or assist in the employment hiring of any such employee by any person, association association, or entity not affiliated with the Company; or (iv) request or cause any customer of Company or its affiliates to terminate any business relationship with Company or its affiliates. These non-competition obligations shall extend apply during the period that Employee is employed by Company and shall continue until the latter of (i) the expiration first anniversary of the Term and (ii) one year after termination of the employment relationship. 7.2 Employee’s employment. Employee understands that the foregoing restrictions may limit his Employee’s ability to engage in certain businesses anywhere in the world during the period provided for above, but acknowledges that Employee will receive sufficiently high remuneration and other benefits (e.g., the right to receive compensation under Article 6 for the remainder of the Term in certain circumstances) under this Agreement to justify such restrictions. Employee acknowledges that money damages would not be sufficient remedy for any breach of this Article 7 by Employee, and the Company shall be entitled to enforce the provisions of this Article 7 by terminating any payments then owing to Employee under this Agreement and/or to specific performance and injunctive relief as remedies for such breach or any threatened breach. Such remedies shall not be deemed the exclusive remedies for a breach of this Article 7, but shall be in addition to all remedies available at law or in equity to the Company, including, without limitation, the recovery of damages from Employee or his or her agents involved in such breachrestriction. 7.3 It is expressly understood and agreed that the Company and Employee consider the restrictions contained in this Article 7 to be reasonable and necessary to protect the proprietary information of the Company. Nevertheless, if any of the aforesaid restrictions are found by a court having jurisdiction to be unreasonable, or overly broad as to geographic area or time, or otherwise unenforceable, the parties intend for the restrictions therein set forth to be modified by such court so as to be reasonable and enforceable and, as so modified by the court, to be enforced.

Non-Competition Obligations. 7.1 As part of the Ancillary to and in consideration for the compensation and benefits to be paid to Employee hereundermutual promises contained in Section 2 of this Agreement, in keeping with Employee' duties as a fiduciary and in order to protect Employee' interests consideration for Employer’s promises contained in the confidential information Section 1 of the Company and the business relationships developed by Employee with the clients and potential clients of the Companythis Agreement, and as an additional incentive for the Company Employer to enter into this Agreement, the Company Employer and Employee agree to the non-competition provisions of this Article 7Section 3.1. Employee agrees that during the period of Employee' non-’s non- competition obligations hereunder, Employee will not, directly or indirectly for Employee or for others, in any geographic area or market where the Company or any of its affiliates are conducting any business as of the Date of Termination or have during the previous 12 months conducted any business: (ai) engage in the Restricted Area in any business competitive with the any line of business conducted by the Company Employer or any of its affiliatessubsidiaries or affiliates (including without limitation any public or private auto retailer); (bii) render advice or services to, or otherwise assist, any other person, association association, or entity who is engagedengaged in the Restricted Area, directly or indirectly, in any business competitive with the any line of business conducted by the Company or its affiliates; (c) induce any employee of the Company Employer or any of its subsidiaries or affiliates (including without limitation any public or private auto retailer); (iii) engage in any business of, render advice or services to, or otherwise assist, any private or public automobile dealership consolidator owning ten (10) or more dealerships at the time Employee seeks to engage in any business of, render advice or services to, or otherwise assist any such automobile dealership consolidator; (iv) solicit or accept the business of, or call upon, any customer or client of Employer with whom Employee has had any business dealings during his employment with Employer for the purpose of conducting competitive business or otherwise seeking profit from a competitive activity; and (v) encourage or induce any current or former employee of Employer or any of its subsidiaries or affiliates to terminate his or her employment with the Company or its affiliates, or solicit leave the employment of Employer or any of its subsidiaries or affiliates or proselytize, offer employment, retain, hire or assist in the hiring of any such employee by any person, association association, or entity not affiliated with Employer or any of its subsidiaries or affiliates; provided, however, that nothing in this subsection (v) shall prohibit Employee from offering employment to any prior employee of Employer or any of its subsidiaries or affiliates who was not employed by Employer or any of its subsidiaries or affiliates at any time in the Companytwelve (12) months prior to the termination of Employee’s employment. These The non-competition obligations set forth in this Section 3.1 shall extend until the latter apply during Employee’s employment and for a period of two (i2) the expiration of the Term and (ii) one year years after termination of the employment relationship. 7.2 Employee understands that the foregoing restrictions may limit his ability to engage in certain businesses anywhere in the world during the period provided for above, but acknowledges that Employee will receive sufficiently high remuneration and other benefits (e.g., the right to receive compensation under Article 6 for the remainder of the Term in certain circumstances) under this Agreement to justify such restrictionsemployment. Employee acknowledges that money damages would not be sufficient remedy for any breach of this Article 7 by Employee, and the Company shall be entitled to enforce the provisions of this Article 7 by terminating any payments then owing to Employee under this Agreement and/or to specific performance and injunctive relief as remedies for such breach If Employer or any threatened breach. Such remedies of its subsidiaries or affiliates abandons a particular aspect of its business, that is, ceases such aspect of its business with the intention to permanently refrain from such aspect of its business, then this post-employment non-competition covenant shall not be deemed the exclusive remedies for apply to such former aspect of that business. Provided, however, this Section shall not apply if Employee seeks employment with a breach of this Article 7, but shall be in addition to all remedies available at law or in equity to the Company, including, without limitation, the recovery of damages from Employee or his or her agents involved in such breachautomotive manufacturer. 7.3 It is expressly understood and agreed that the Company and Employee consider the restrictions contained in this Article 7 to be reasonable and necessary to protect the proprietary information of the Company. Nevertheless, if any of the aforesaid restrictions are found by a court having jurisdiction to be unreasonable, or overly broad as to geographic area or time, or otherwise unenforceable, the parties intend for the restrictions therein set forth to be modified by such court so as to be reasonable and enforceable and, as so modified by the court, to be enforced.

Non-Competition Obligations. 7.1 As part Ancillary to the agreement of Employer and Employee in Sections 3 and 5 of the Employment Agreement, and in consideration for the compensation Post-Employment Non-Compete Payments and benefits to be paid to Employee hereunder, Employer’s promises contained in keeping with Employee' duties as a fiduciary and in order to protect Employee' interests in the confidential information Section 5.1 of the Company and the business relationships developed by Employee with the clients and potential clients of the CompanyEmployment Agreement, and as an additional incentive for the Company Employer to enter into this Agreement, the Company Employer and Employee agree to the non-competition provisions of this Article 7Section 1.1. Employee agrees that during the period of Employee' ’s non-competition obligations hereunder, Employee will not, directly or indirectly for either Employee or any automotive retailer with $1 Billion ($1,000,000,000) or more in annual revenues for othersthe prior two years, in any geographic area or market where the Company Employer or any of its affiliates subsidiaries or affiliated companies are conducting any business as of the Date date of Termination termination of the employment relationship or have during the previous 12 twelve (12) months conducted any business: (ai) engage in any business competitive with the any line of business conducted by Employer or any of its subsidiaries or affiliates on behalf of any public or private auto retailer which averaged, in the Company aggregate, $1 Billion ($1,000,000,000) or its affiliatesmore in annual revenues for the prior two years; (bii) render advice or services to, or otherwise assist, any other person, association association, or entity who is engaged, directly or indirectly, in any business competitive with the any line of business conducted by the Company or its affiliates; (c) induce any employee of the Company Employer or any of its subsidiaries or affiliates on behalf of any public or private auto retailer which averaged, in the aggregate, $1 Billion ($1,000,000,000) or more in annual revenues for the prior two years; (iii) solicit or accept the business of, or call upon, any customer or client of Employer for the purpose of conducting competitive business or otherwise seeking profit from a competitive activity; (iv) encourage or induce any current or former employee of Employer or any of its subsidiaries or affiliates to terminate his or her employment with the Company or its affiliates, or solicit leave the employment of Employer or any of its subsidiaries or affiliates or proselytize, offer employment, retain, hire or assist in the hiring of any such employee by any person, association association, or entity not affiliated with Employer or any of its subsidiaries or affiliates for a period of twenty-four (24) months from date of termination; provided, however, that nothing in this subsection (iv) shall prohibit Employee from offering employment to any prior employee of Employer or any of its subsidiaries or affiliates who was not employed by Employer or any of its subsidiaries or affiliates at any time in the Companytwelve (12) months prior to the termination of Employee’s employment; or (v) divulge any of the confidential, proprietary or trade secret information that was provided to Employee pursuant to Section 5 of this Agreement to any third party or individual or entity other than Employer or any of its subsidiaries or affiliates. These The non-competition obligations shall extend until the latter of set forth in subsections (i) the expiration through (v) of the Term this Section 1.1 shall apply during Employee’s employment and for a period of two (ii2) one year years after termination of the employment relationship. 7.2 Employee understands that the foregoing restrictions may limit his ability to engage in certain businesses anywhere in the world during the period provided for above, but acknowledges that Employee will receive sufficiently high remuneration and other benefits (e.g., the right to receive compensation under Article 6 for the remainder of the Term in certain circumstances) under this Agreement to justify such restrictionsemployment. Employee acknowledges that money damages would not be sufficient remedy for any breach of this Article 7 by Employee, and the Company shall be entitled to enforce the provisions of this Article 7 by terminating any payments then owing to Employee under this Agreement and/or to specific performance and injunctive relief as remedies for such breach If Employer or any threatened breach. Such remedies of its subsidiaries or affiliates abandons a particular aspect of its business, that is, ceases such aspect of its business with the intention to permanently refrain from such aspect of its business, then this post-employment non-competition covenant shall not be deemed the exclusive remedies for a breach apply to such former aspect of this Article 7, but shall be in addition to all remedies available at law or in equity to the Company, including, without limitation, the recovery of damages from Employee or his or her agents involved in such breachthat business. 7.3 It is expressly understood and agreed that the Company and Employee consider the restrictions contained in this Article 7 to be reasonable and necessary to protect the proprietary information of the Company. Nevertheless, if any of the aforesaid restrictions are found by a court having jurisdiction to be unreasonable, or overly broad as to geographic area or time, or otherwise unenforceable, the parties intend for the restrictions therein set forth to be modified by such court so as to be reasonable and enforceable and, as so modified by the court, to be enforced.

Non-Competition Obligations. 7.1 As part of the consideration (a) In exchange for the compensation and benefits Company’s promise to be paid continue to divulge proprietary confidential trade secret like information as described in Section 9 above to Employee hereunder, in keeping with Employee' duties as a fiduciary and in order to protect Employee' interests in the confidential information of the Company and the business relationships developed by Employee with the clients and potential clients of the Company, and as an additional incentive for the induce Company to enter into make payments to Employee upon the occurrence of a termination of this Agreement or change of control as described in this Agreement, the Company Employee hereby undertakes and Employee agree to the non-competition provisions of this Article 7. Employee agrees that during the period of Employee' non-competition obligations hereunder, as follows: (i) Employee will not, directly or indirectly indirectly, for Employee or for others, others engage in any business in the geographic area or market where the Company competitive with Company’s or any of its affiliates are conducting any line of specialty property and/or casualty insurance business as of the Date date of Termination or have during the previous 12 months conducted any business: (a) engage in any business competitive with termination of the business conducted by the Company or its affiliatesemployment relationship; (bii) render advice advice, or services to, to or otherwise assist, any other person, association or entity person who is engaged, directly or indirectly, indirectly in any business in the geographic area (defined as those areas by county in which Company has customers) that is competitive with Company for its affiliates line of specialty property or casualty insurance business as of the business conducted by date of the Company or its affiliatestermination of the employment relationship; (ciii) Employee shall not, directly or indirectly for Employee’s or others, following termination of Employee’s employment with the Company, encourage or induce any current or former employee of the Company or any of its affiliates to terminate his or her leave the employment with of the Company or any of its affiliatesaffiliates or offer employment, retain, hire or solicit assist in the employment hiring of any such employee by any person, association or entity not affiliated with the Company. These Company or any of its affiliates; provided, however, that nothing in this subsection (iii) shall prohibit Employee from offering employment to any prior employee of the Company or any of its affiliates who was not employed by the Company or any of its affiliates at any time in the twelve months prior to the termination of Employee’s employment (i.e. this subsection (iii) shall not apply to any prior employee who was not employed by the Company or any of its affiliates during the twelve months preceding the termination of Employee). (b) The non-competition obligations obligation set forth in this Section 10 shall extend until the latter apply during Employee’s employment and for a period of (i) the expiration of the Term and (ii) one year after termination of the employment relationshipemployment. 7.2 Employee understands that the foregoing restrictions may limit his ability to engage in certain businesses anywhere in the world during the period provided for above, but acknowledges that Employee will receive sufficiently high remuneration and other benefits (e.g., the right to receive compensation under Article 6 for the remainder of the Term in certain circumstances) under this Agreement to justify such restrictions. Employee acknowledges that money damages would not be sufficient remedy for any breach of this Article 7 by Employee, and the Company shall be entitled to enforce the provisions of this Article 7 by terminating any payments then owing to Employee under this Agreement and/or to specific performance and injunctive relief as remedies for such breach or any threatened breach. Such remedies shall not be deemed the exclusive remedies for a breach of this Article 7, but shall be in addition to all remedies available at law or in equity to the Company, including, without limitation, the recovery of damages from Employee or his or her agents involved in such breach. 7.3 It is expressly understood and agreed that the Company and Employee consider the restrictions contained in this Article 7 to be reasonable and necessary to protect the proprietary information of the Company. Nevertheless, if any of the aforesaid restrictions are found by a court having jurisdiction to be unreasonable, or overly broad as to geographic area or time, or otherwise unenforceable, the parties intend for the restrictions therein set forth to be modified by such court so as to be reasonable and enforceable and, as so modified by the court, to be enforced.

Non-Competition Obligations. 7.1 (a) As part of the consideration for the compensation and benefits to be paid to Employee hereunder, in keeping with Employee' duties as a fiduciary and in order to protect Employee' interests in the confidential information of the Company and the business relationships developed by Employee with the clients and potential clients of the Company, and as an additional incentive inducement for the Company Purchaser to enter into this Agreement, the Company Stockholders and Employee Purchaser agree to the non-competition provisions of this Article 7Section 10.4. Employee Each Stockholder agrees that during the period of Employee' the Stockholder's non-competition obligations hereunder, Employee the Stockholder will not, directly or indirectly for Employee himself or herself or for others, within twelve miles of or in the county of any geographic area operations sold to Purchaser under this Agreement or market where operations subsequently under the Company or any executive management of its affiliates are conducting any business such Stockholder as of the Date of Termination date in question or have during the previous 12 months conducted any businesstwelve months: (ai) engage in any business competitive with the any line of business conducted by the Company Group 1 or any of its subsidiaries or affiliates; (bii) render advice or services to, or otherwise assist, including financing, any other person, association association, or entity who is engaged, directly or indirectly, in any business competitive with the any line of business conducted by the Company Group 1 or any of its subsidiaries or affiliates; (ciii) induce any employee of the Company Group 1 or any of its subsidiaries or affiliates to terminate his or her employment with the Company Group 1 or any of its subsidiaries or affiliates, or solicit hire or assist in the employment hiring of any such employee by person, association association, or entity not affiliated with the CompanyGroup 1 or any of its subsidiaries or affiliates. These non-competition obligations shall extend until apply for the latter period specified in any employment agreement entered into by such Stockholder with Group 1 or its Subsidiaries. If Group 1 or any of its subsidiaries or affiliates abandons a particular aspect of its business, that is, ceases such aspect of its business with the intention to permanently refrain from such aspect of its business, then this non-competition covenant shall not apply to such former aspect of that business. Notwithstanding the foregoing, the non-competition obligations of this Section 10.4 shall not apply (i) the expiration to any Stockholder's operation and management of the Term any dealership purchased in accordance with Section 10.3 hereof and (ii) one year after termination with respect to (a) Kennxxx X. Xxxxx, xxch individual's passive investment in an automobile dealership owned and managed by members of his immediate family or affiliates of such individuals or (b) Cyntxxx X. Xxxxx, xxch individual's investment and management participation in an automobile dealership owned and operated by members of her immediate family or affiliates of such individuals, provided that Mrs. Xxxxx xxxtinues to devote substantially all of her business time, energy and best efforts to the employment relationshipbusiness and affairs of Group 1, its subsidiaries and affiliates so long as she is an employee of Group 1 or any of its subsidiaries or affiliates. 7.2 Employee understands (b) During this non-competition period the Stockholders will not engage in these restricted activities or assist in the industry consolidation efforts on behalf of any publicly held entity in the automotive retailing industry (nor any entity with the ultimate intention of becoming a publicly held entity or being acquired in any manner by a publicly held entity), regardless of geographic area or market. (c) The Stockholders understand that the foregoing restrictions may limit his their ability to engage in certain businesses anywhere in the world during the period provided for above, but acknowledges acknowledge that Employee the Stockholders will receive sufficiently high remuneration and other benefits (e.g., the right to receive compensation under Article 6 for the remainder of the Term in certain circumstances) under this Agreement to justify such restrictionsrestriction. Employee acknowledges The Stockholders acknowledge that money damages would not be sufficient remedy for any breach of this Article 7 Section 10.4 by Employeethe Stockholders, and the Company Group 1 or any of its subsidiaries or affiliates shall be entitled to enforce the provisions of this Article 7 Section 10.4 by terminating any payments then owing to Employee the Stockholders under this Agreement and/or to specific performance and injunctive relief as remedies for such breach or any threatened breach, without any requirement for the securing or posting of any bond in connection with such remedies. Such remedies shall not be deemed the exclusive remedies for a breach of this Article 7Section 10.4, but shall be in addition to all remedies available at law or in equity to the CompanyGroup 1 or any of its subsidiaries or affiliates, including, without limitation, the recovery of damages from Employee or his or her Group 1 and the Stockholders' agents involved in such breach. 7.3 (d) It is expressly understood and agreed that Group 1 and the Company and Employee Stockholders consider the restrictions contained in this Article 7 Section 10.4 to be reasonable and reasonably necessary to protect the legitimate business interests of Group 1 and its subsidiaries and affiliates, including the confidential and proprietary information and trade secrets of the CompanyGroup 1 and its subsidiaries and affiliates. Nevertheless, if any of the aforesaid restrictions are found by a court having jurisdiction to having (e) The parties hereto expressly acknowledge that Purchaser's rights under this Section 10.4 are assignable and that such rights shall be unreasonable, fully enforceable by any of Purchaser's assignees or overly broad as to geographic area or time, or otherwise unenforceable, the parties intend for the restrictions therein set forth to be modified by such court so as to be reasonable and enforceable and, as so modified by the court, to be enforcedsuccessors in interest.

Non-Competition Obligations. 7.1 As part of the consideration a. In exchange for the compensation and benefits Company’s promise to be paid continue to divulge proprietary confidential trade secret like information as described in Section 9 above to Employee hereunder, in keeping with Employee' duties as a fiduciary and in order to protect Employee' interests in the confidential information of the Company and the business relationships developed by Employee with the clients and potential clients of the Company, and as an additional incentive for the induce Company to enter into make payments to Employee upon the occurrence of a termination of this Agreement or change of control as described in this Agreement, the Company Employee hereby undertakes and Employee agree to the non-competition provisions of this Article 7. Employee agrees that during the period of Employee' non-competition obligations hereunder, as follows: (i) Employee will not, directly or indirectly indirectly, for Employee or for others, others engage in any business in the geographic area or market where the Company competitive with Company’s or any of its affiliates are conducting any line of specialty property and/or casualty insurance business as of the Date date of Termination or have during the previous 12 months conducted any business: (a) engage in any business competitive with termination of the business conducted by the Company or its affiliatesemployment relationship; (bii) render advice advice, or services to, to or otherwise assist, any other person, association or entity person who is engaged, directly or indirectly, indirectly in any business in the geographic area (defined as those areas by county in which Company has customers) that is competitive with Company for its affiliates line of specialty property or casualty insurance business as of the business conducted by date of the Company or its affiliatestermination of the employment relationship; (ciii) Employee shall not, directly or indirectly for Employee’s or others, following termination of Employee’s employment with the Company, encourage or induce any current or former employee of the Company or any of its affiliates to terminate his or her leave the employment with of the Company or any of its affiliatesaffiliates or offer employment, retain, hire or solicit assist in the employment hiring of any such employee by any person, association or entity not affiliated with the Company. These Company or any of its affiliates; provided, however, that nothing in this subsection (iii) shall prohibit Employee from offering employment to any prior employee of the Company or any of its affiliates who was not employed by the Company or any of its affiliates at any time in the twelve months prior to the termination of Employee’s employment (i.e. this subsection (iii) shall not apply to any prior employee who was not employed by the Company or any of its affiliates during the twelve months preceding the termination of Employee). b. The non-competition obligations obligation set forth in this Section 10 shall extend until the latter apply during Employee’s employment and for a period of (i) the expiration of the Term and (ii) one year after termination of the employment relationshipemployment. 7.2 Employee understands that the foregoing restrictions may limit his ability to engage in certain businesses anywhere in the world during the period provided for above, but acknowledges that Employee will receive sufficiently high remuneration and other benefits (e.g., the right to receive compensation under Article 6 for the remainder of the Term in certain circumstances) under this Agreement to justify such restrictions. Employee acknowledges that money damages would not be sufficient remedy for any breach of this Article 7 by Employee, and the Company shall be entitled to enforce the provisions of this Article 7 by terminating any payments then owing to Employee under this Agreement and/or to specific performance and injunctive relief as remedies for such breach or any threatened breach. Such remedies shall not be deemed the exclusive remedies for a breach of this Article 7, but shall be in addition to all remedies available at law or in equity to the Company, including, without limitation, the recovery of damages from Employee or his or her agents involved in such breach. 7.3 It is expressly understood and agreed that the Company and Employee consider the restrictions contained in this Article 7 to be reasonable and necessary to protect the proprietary information of the Company. Nevertheless, if any of the aforesaid restrictions are found by a court having jurisdiction to be unreasonable, or overly broad as to geographic area or time, or otherwise unenforceable, the parties intend for the restrictions therein set forth to be modified by such court so as to be reasonable and enforceable and, as so modified by the court, to be enforced.

Non-Competition Obligations. 7.1 As part of the In consideration for the compensation and benefits to be paid to Employee hereunder, Employer’s promises contained in keeping with Employee' duties as a fiduciary and in order to protect Employee' interests in the confidential information Section 2 of the Company and the business relationships developed by Employee with the clients and potential clients of the Companythis Agreement, and as an additional incentive for the Company Employer to enter into this Agreement, the Company Employer and Employee agree to the non-competition provisions of this Article 7Section 3.1. Employee agrees that during the period of Employee' ’s non-competition obligations hereunder, Employee will not, directly or indirectly for Employee or for others, in any geographic area or market where the Company or any of its affiliates are conducting any business as of the Date of Termination or have during the previous 12 months conducted any business: (ai) engage in the Restricted Area in any business competitive with the any line of business conducted by the Company Employer or any of its affiliatessubsidiaries or affiliates (including without limitation any public or private auto retailer); (bii) render advice or services to, or otherwise assist, any other person, association association, or entity who is engagedengaged in the Restricted Area, directly or indirectly, in any business competitive with the any line of business conducted by the Company or its affiliates; (c) induce any employee of the Company Employer or any of its subsidiaries or affiliates (including without limitation any public or private auto retailer); (iii) engage in any business of, render advice or services to, or otherwise assist, any private or public automobile dealership consolidator owning ten (10) or more dealerships at the time Employee seeks to engage in any business of, render advice or services to, or otherwise assist any such automobile dealership consolidator; (iv) solicit or accept the business of, or call upon, any customer or client of Employer for the purpose of conducting competitive business or otherwise seeking profit from a competitive activity; and (v) encourage or induce any current or former employee of Employer or any of its subsidiaries or affiliates to terminate his or her employment with the Company or its affiliates, or solicit leave the employment of Employer or any of its subsidiaries or affiliates or proselytize, offer employment, retain, hire or assist in the hiring of any such employee by any person, association association, or entity not affiliated with Employer or any of its subsidiaries or affiliates; provided, however, that nothing in this subsection (v) shall prohibit Employee from offering employment to any prior employee of Employer or any of its subsidiaries or affiliates who was not employed by Employer or any of its subsidiaries or affiliates at any time in the Companytwelve (12) months prior to the termination of Employee’s employment. These The non-competition obligations set forth in this Section 3.1 shall extend until the latter apply during Employee’s employment and for a period of two (i2) the expiration of the Term and (ii) one year years after termination of the employment relationship. 7.2 Employee understands that the foregoing restrictions may limit his ability to engage in certain businesses anywhere in the world during the period provided for above, but acknowledges that Employee will receive sufficiently high remuneration and other benefits (e.g., the right to receive compensation under Article 6 for the remainder of the Term in certain circumstances) under this Agreement to justify such restrictionsemployment. Employee acknowledges that money damages would not be sufficient remedy for any breach of this Article 7 by Employee, and the Company shall be entitled to enforce the provisions of this Article 7 by terminating any payments then owing to Employee under this Agreement and/or to specific performance and injunctive relief as remedies for such breach If Employer or any threatened breach. Such remedies of its subsidiaries or affiliates abandons a particular aspect of its business, that is, ceases such aspect of its business with the intention to permanently refrain from such aspect of its business, then this post-employment non-competition covenant shall not be deemed the exclusive remedies for a breach apply to such former aspect of this Article 7, but shall be in addition to all remedies available at law or in equity to the Company, including, without limitation, the recovery of damages from Employee or his or her agents involved in such breachthat business. 7.3 It is expressly understood and agreed that the Company and Employee consider the restrictions contained in this Article 7 to be reasonable and necessary to protect the proprietary information of the Company. Nevertheless, if any of the aforesaid restrictions are found by a court having jurisdiction to be unreasonable, or overly broad as to geographic area or time, or otherwise unenforceable, the parties intend for the restrictions therein set forth to be modified by such court so as to be reasonable and enforceable and, as so modified by the court, to be enforced.

Non-Competition Obligations. 7.1 As part of the consideration for the compensation and benefits to be paid to Employee Bates hereunder, in keeping with EmployeeBates' duties as a fiduciary and in order xxxxx to protect EmployeeBates' interests in the xx xhe confidential information of the Company and the business txx xxsiness relationships developed by Employee Bates with the clients and potential clients of the Company, and as an additional ax xxxitional incentive for the Company to enter into this Agreement, the Company and Employee Bates agree to the non-competition provisions of this Article 7. Employee agrees Batex xxxees that during the period of EmployeeBates' non-competition obligations obligatxxxx hereunder, Employee Bates will not, directly or directlx xx indirectly for Employee Bates or for others, in any geographic anx xxxgraphic area or market where the Company or Compaxx xx any of its affiliates are conducting any business as of the Date of Termination or have during the previous 12 months conducted any business: (a) engage in any business competitive with the business conducted by the Company or its affiliates; (b) render advice or services to, or otherwise assist, any other person, association or entity who is engaged, directly or indirectly, in any business competitive with the business conducted by the Company or its affiliates; (c) induce any employee of the Company or any of its affiliates to terminate his or her employment with the Company or its affiliates, or solicit the employment of any such employee by person, association or entity not affiliated with the Company. These non-competition obligations shall extend until the latter of (i) the expiration of the Term and (ii) one year after termination of the employment relationship. 7.2 Employee Bates understands that the foregoing restrictions may limit his ability to abilixx xx engage in certain businesses anywhere in the world during the period provided for above, but acknowledges that Employee Bates will receive sufficiently high remuneration and other benefits (e.g.x.x., the right to receive compensation under Article 6 for the remainder of the Term in certain circumstances) under this Agreement to justify such restrictions. Employee Bates acknowledges that money damages would not be sufficient remedy for any xxx xny breach of this Article 7 by EmployeeBates, and the Company shall be entitled to enforce the provisions of this xxxx Article 7 by terminating any payments then owing to Employee Bates under this Agreement and/or to specific performance and injunctive relief injunctxxx xelief as remedies for such breach or any threatened breach. Such remedies shall not be deemed the exclusive remedies for a breach of this Article 7, but shall be in addition to all remedies available at law or in equity to the Company, including, without limitation, the recovery of damages from Employee Bates or his or her agents involved in such breach. 7.3 It is expressly xxxxxssly understood and agreed that the Company and Employee Bates consider the restrictions contained in this Article 7 to be reasonable reaxxxxxle and necessary to protect the proprietary information of the Company. Nevertheless, if any of the aforesaid restrictions are found by a court having jurisdiction to be unreasonable, or overly broad as to geographic area or time, or otherwise unenforceable, the parties intend for the restrictions therein set forth to be modified by such court so as to be reasonable and enforceable and, as so modified by the court, to be enforced.

Non-Competition Obligations. 7.1 6.1. Employer shall disclose to Employee, or place Employee in a position to have access to or develop, trade secrets or confidential information of Employer, Enron, or their affiliates; and/or shall entrust Employee with business opportunities of Employer, Enron, or their affiliates; and/or shall place Employee in a position to develop business good will on behalf of Employer, Enron, or their affiliates. 6.2. As part of the consideration for the compensation and benefits to be paid to Employee hereunder, in keeping with Employee' duties as a fiduciary and in order ; to protect Employee' interests in the trade secrets and confidential information of the Company and Employer, Enron, or their affiliates that will be disclosed or entrusted to Employee, the business relationships good will of Employer, Enron, or their affiliates that will be developed in Employee, or the business opportunities that will be disclosed or entrusted to Employee by Employee with the clients and potential clients of the CompanyEmployer, Enron, or their affiliated companies; and as an additional incentive for the Company Employer to enter into this Agreement, the Company Employer and Employee agree to the non-competition provisions of this Article 76. Employee agrees that during the period of Employee' 's non-competition obligations hereunder, Employee will not, directly or indirectly for Employee or for others, in any geographic area or market where the Company Employer or Enron or any of its affiliates their affiliated companies are conducting any business as of the Date date of Termination termination of the employment relationship or have during the previous 12 twelve months conducted any business: (ai) engage in any business competitive with the business conducted by the Company or its affiliatesEmployer; (bii) render advice or services to, or otherwise assist, any other person, association association, or entity who is engaged, directly or indirectly, in any business competitive with the business conducted by the Company or its affiliatesEmployer; (ciii) induce any employee of the Company Employer or Enron or any of its their affiliates to terminate his or her employment with the Company Employer, Enron, or its their affiliates, or solicit hire or assist in the employment hiring of any such employee by any person, association association, or entity not affiliated with the CompanyEnron. These non-competition obligations shall extend until for so long as Employee is employed by Employer or, if the latter of (i) employment relationship terminates prior to the expiration of the Term and (ii) one year after termination Term, until the expiration of the employment relationshipTerm. 7.2 6.3. Employee understands that the foregoing restrictions may limit his or her ability to engage in certain businesses anywhere in the world during the period provided for above, but acknowledges that Employee will receive sufficiently high remuneration and other benefits (e.g., the right to receive compensation under Article 6 Section 3.5 for the remainder of the Term in certain circumstancesupon Involuntary Termination) under this Agreement to justify such restrictionsrestriction. Employee acknowledges that money damages would not be sufficient remedy for any breach of this Article 7 6 by Employee, and the Company Employer shall be entitled to enforce the provisions of this Article 7 6 by terminating any payments then owing to Employee under this Agreement and/or to specific performance and injunctive relief as remedies for such breach or any threatened breach. Such remedies shall not be deemed the exclusive remedies for a breach of this Article 76, but shall be in addition to all remedies available at law or in equity to the CompanyEmployer, including, without limitation, the recovery of damages from Employee or and his or her agents involved in such breachbreach and remedies available to Employer or Enron pursuant to other agreements with Employee. 7.3 6.4. It is expressly understood and agreed that the Company Employer and Employee consider the restrictions contained in this Article 7 6 to be reasonable and necessary to protect the proprietary information of the CompanyEmployer. Nevertheless, if any of the aforesaid restrictions are found by a court having jurisdiction to be unreasonable, or overly broad as to geographic area or time, or otherwise unenforceable, the parties intend for the restrictions therein set forth to be modified by such court courts so as to be reasonable and enforceable and, as so modified by the court, to be fully enforced.

Non-Competition Obligations. 7.1 As Both as part of the consideration for the compensation and benefits to be paid to Employee Executive hereunder, in keeping with Employee' duties as a fiduciary ; and in order to protect Employee' interests the trade secrets and Confidential Information of Company and its affiliates that have been or will in the confidential information future be disclosed or entrusted to Executive, the business good will of Company and its affiliates that has been and will in the Company future be developed in Executive, and the business relationships developed opportunities that have been and will in the future be disclosed or entrusted to Executive by Employee with the clients and potential clients of the Company, and as an additional incentive for the Company to enter into this Agreement, the Company and Employee agree to the non-competition provisions of this Article 7. Employee its affiliates; Executive agrees that during the period that Executive is employed by Company and for 12 months after the date of Employee' nonthe termination of Executive’s employment with the Company for any reason (the “Non-competition obligations hereunderCompetition Period”), Employee will Executive shall not, directly or indirectly for Employee Executive or for others, in any the geographic area or market where the Company or any of its affiliates are conducting any business as of the Date of Termination or have during the previous 12 months conducted any businessareas and markets identified on Schedule A attached hereto: (ai) except with respect to Executive’s passive investment in RBI, engage in the business of acquiring, developing, improving, managing, providing services with respect to, operating and disposing of mid-stream energy projects, including pipelines, treatment and processing facilities and gas storage fields or any other business that is competitive with the business conducted by the Company or its affiliatesCompany; (bii) except with respect to Executive’s passive investment in RBI, render any advice or services to, or otherwise assist, any other person, association association, or entity who is engaged, directly or indirectly, in with any business that is competitive with the business conducted by the Company or its affiliatesCompany; (ciii) induce any employee of the Company or any of its affiliates to terminate his or her employment with the Company or its affiliates, or solicit hire or assist in the employment hiring of any such employee by any person, association association, or entity not affiliated with Company; or (iv) request or cause any customer of Company or its affiliates identified on Schedule A attached hereto to terminate any business relationship with Company or its affiliates. Notwithstanding the foregoing, if Executive’s employment is terminated by the Company at the end of any then applicable Term pursuant to a Notice of Non-Renewal provided by the Company. These non-competition obligations shall extend until , the latter of (i) the expiration final day of the Term Non-Competition Period for subparagraphs 5.6(i) and (ii) shall be the Termination Date unless in connection with such termination the Company agrees to pay to Executive all or a portion of the Severance Amount set forth in paragraph 4.2, in which event the final day of the Non-Competition Period applicable to subparagraphs 5.6(i) and (ii) shall be the last day of the Severance Period (as defined below). Such Severance Amount, which may be less than twelve months of Executive’s annual base salary, but more than one year after month of Executive’s annual base salary, shall be subject to the conditions set forth in paragraph 4.4 and payable in accordance with paragraph 4.3, except that the Scheduled Paydays shall be equal to the portion of the Severance Amount that the Company agrees to pay divided by the number of regular pay days scheduled (in accordance with the Company’s regular payroll practices) to occur between the Termination Date and the last date that such portion of the annual base salary would have been paid to Executive if Executive had not incurred a termination of employment (the employment relationship. 7.2 Employee “Severance Period”). Executive understands that the foregoing restrictions may limit his Executive’s ability to engage in certain businesses anywhere in the world during the period provided for above, but acknowledges and represents that Employee the restrictions are both reasonable and necessary to protect Company’s legitimate business interests, and that Executive will receive sufficiently high remuneration and other benefits (e.g., the right to receive compensation under Article 6 for the remainder of the Term in certain circumstances) under this Agreement to compensate for and to justify such restrictions. Employee acknowledges that money damages would not be sufficient remedy for any breach of this Article 7 by Employee, and the Company shall be entitled to enforce the provisions of this Article 7 by terminating any payments then owing to Employee under this Agreement and/or to specific performance and injunctive relief as remedies for such breach or any threatened breach. Such remedies shall not be deemed the exclusive remedies for a breach of this Article 7, but shall be in addition to all remedies available at law or in equity to the Company, including, without limitation, the recovery of damages from Employee or his or her agents involved in such breach. 7.3 It is expressly understood and agreed that the Company and Employee consider the restrictions contained in this Article 7 to be reasonable and necessary to protect the proprietary information of the Company. Nevertheless, if any of the aforesaid restrictions are found by a court having jurisdiction to be unreasonable, or overly broad as to geographic area or time, or otherwise unenforceable, the parties intend for the restrictions therein set forth to be modified by such court so as to be reasonable and enforceable and, as so modified by the court, to be enforced.

Non-Competition Obligations. 7.1 In connection with Employee's employment by Employer, Employer shall provide Employee with access to Employer's confidential information, or shall provide Employee the opportunity to develop business good will inuring to the benefit of Employer, or shall entrust business opportunities to Employee. Employee has agreed, and hereby agrees, as specified in more detail in Employee's invention disclosure and confidentiality agreement with Employer, to maintain the confidentiality of Employer's information and to exercise the highest measures of fidelity and loyalty in the protection and preservation of Employer's goodwill and business opportunities. As part of the consideration for the compensation and benefits to be paid Option granted to Employee hereunder, in keeping with Employee' duties as a fiduciary and in order ; to protect Employee' interests Employer's confidential information, the business good will of Employer that has been and will in the confidential information of the Company and future be developed in Employee, or the business relationships developed opportunities that have been and will in the future be disclosed or entrusted to Employee by Employee with the clients and potential clients of the Company, Employer; and as an additional incentive for the Company Employer and Employer to enter into this Agreement, the Company Employer and Employee agree to the non-competition provisions of this Article 7. Employee agrees that during the period of Employee' non-competition obligations hereunder, : Employee will not, directly or indirectly for Employee or for others, in any geographic area or market where the Company or any of its affiliates are Employer is conducting any business as of the Date date of Termination termination of the employment relationship or have has during the previous 12 twelve months conducted any such business: (ai) engage in any business competitive with the business conducted by the Company or its affiliates;Employer; or (biii) render advice or services to, or otherwise assist, any other person, association or entity who is engaged, directly or indirectly, in any indirectly solicit or accept business competitive with the business conducted by the Company Employer from any customers or its affiliates;prospects of Employer; or (civ) induce any employee of the Company or any of its affiliates Employer to terminate his or her employment with Employer or hire or assist in the Company or its affiliates, or solicit the employment hiring of any such employee by any person, association association, or entity not affiliated with the Companyentity. These non-competition obligations shall extend until during the latter of (i) the expiration of the Term employment relationship between Employer and (ii) Employer and for one year after termination of the employment relationship. 7.2 , irrespective of how the employment relationship is terminated, whether by Employer or Employee, whether or not for cause. Employee understands that the foregoing restrictions may limit his ability to engage in certain businesses anywhere in certain areas of the world during the period provided for above, but acknowledges that Employee will receive sufficiently high Employee's remuneration from Employer and other Employee's benefits (e.g., the right to receive compensation under Article 6 for the remainder of the Term in certain circumstances) under this Agreement to justify such restrictionsrestriction. Employee acknowledges that Employer's money damages would should Employee breach his obligations under this covenant shall be difficult, if not be sufficient remedy for any impossible, to determine with the degree of accuracy required by law. As such, Employer and Employee agree to the following liquidated damages with respect to the breach of this Article 7 by covenant: Employer shall be entitled to recover from Employee, and Employee shall pay to Employer, the Company amount of money equal to the gain, if any, that Employee received from the exercise of this Option in the one year period of time immediately preceding the date of termination of employment. Moreover, Employer shall be entitled to enforce the provisions of this Article Section 7 by terminating any payments then owing to Employee under this Agreement and/or to specific performance and injunctive relief as remedies for such breach or any threatened breachrelief. Such These remedies shall not be deemed the exclusive remedies for a breach of this Article Section 7. Additionally, but in the event that Employee's breach of this Section 7 results in a situation where it is possible to determine Employer's money damages to the degree required by law, Employee shall be in addition liable to all remedies available at law or in equity Employer for such money damages, subject to a credit for the Company, including, without limitation, the recovery of liquidated damages from specified above that are paid by Employee or his or her agents involved in such breach. 7.3 to Employer. It is expressly understood and agreed that the Company Employer and Employee consider the restrictions contained in this Article Section 7 to be reasonable and necessary to protect the proprietary information of the CompanyEmployer. Nevertheless, if any of the aforesaid restrictions are found by a court having jurisdiction to be unreasonable, or overly broad as to geographic area or time, or otherwise unenforceable, the parties intend for the restrictions therein set forth to be modified by such court courts so as to be reasonable and enforceable and, as so modified by the court, to be fully enforced. In the event that the liquidated damage provision of this Section 7 is declared by a court to be unenforceable, it shall be stricken from this agreement and the remainder of this agreement shall be fully enforced.

Non-Competition Obligations. 7.1 As part of Participant acknowledges that the consideration for Company is providing Participant with access to Confidential Information. Participant’s non-competition obligations are ancillary to the compensation Participant’s Employment, this agreement and benefits agreement to be paid disclose Confidential Information to Employee hereunder, in keeping with Employee' duties as a fiduciary and in Participant. In order to protect Employee' interests in the confidential information of the Company and the business relationships developed by Employee with the clients and potential clients of the CompanyConfidential Information described above, and in consideration for Participant’s receiving access to this Confidential Information, right to benefits upon certain terminations of Employment as an additional incentive for the Company to enter into provided in Section 3, and receiving other benefits provided in this AgreementAgreement and elsewhere, the Company and Employee Participant agree to the following non-competition provisions of this Article 7. Employee agrees that provisions: (i) During Participant’s employment and during the twelve (12) month period (the “Restricted Period”) following Participant’s date of Employee' non-competition obligations hereundertermination of Employment for any reason (or such longer period as Participant is eligible to receive severance payments pursuant to any other written agreement with the Company or its Affiliates), Employee Participant will not, directly or indirectly for Employee or for others, in any geographic area or market where the Company or its subsidiaries engage or plan to engage in business directly or indirectly, either on Participant’s own behalf or on behalf of any of its affiliates are conducting any business as of the Date of Termination other person, association or have during the previous 12 months conducted any businessentity: (aA) engage in any business competitive competing with the business conducted by any businesses in which the Company or its affiliatessubsidiaries currently engage in business, has plans to engage in business, or has engaged in business in the 12-month period preceding the date of termination (a “Competing Business”); (bB) perform any job, task, function, skill, or responsibility for a Competing Business that Participant has provided for the Company in the 12-month period preceding the date of termination; or (C) render advice or services to, or otherwise assist, any other person, association or entity who is engaged, directly or indirectly, in any business competitive with the business conducted by the Company of “A” or its affiliates;“B” above. (c) induce any employee of the Company or any of its affiliates to terminate his or her employment with the Company or its affiliates, or solicit the employment of any such employee by person, association or entity not affiliated with the Company. These non-competition obligations shall extend until the latter of (i) the expiration of the Term and (ii) one year after termination of the employment relationship. 7.2 Employee Participant understands that the foregoing restrictions may limit his Participant’s ability to engage in certain businesses anywhere in the world and during the period provided for above, but acknowledges that Employee will receive sufficiently high remuneration and other benefits (e.g., the right to receive compensation under Article 6 for the remainder of the Term in certain circumstances) under this Agreement to justify such restrictions. Employee acknowledges that money damages would not be sufficient remedy for any breach of this Article 7 by Employee, and the Company shall be entitled to enforce the provisions of this Article 7 by terminating any payments then owing to Employee under this Agreement and/or to specific performance and injunctive relief as remedies for such breach or any threatened breach. Such remedies shall not be deemed the exclusive remedies for a breach of this Article 7, but shall be in addition to all remedies available at law or in equity to the Company, including, without limitation, the recovery of damages from Employee or his or her agents involved in such breach. 7.3 It is expressly understood and agreed that the Company and Employee consider the these restrictions contained in this Article 7 to be reasonable and are necessary to protect the proprietary information Confidential Information the Company has provided to Participant. 075759-0006-13471-14021693 (iii) Participant agrees that this provision defining the scope of activities constituting competition with the Company is narrow and reasonable for the following reasons: (i) Participant is free to seek employment with other companies providing services that do not directly or indirectly compete with any business of the Company. Nevertheless, if Company or its subsidiaries; (ii) Participant is free to seek employment with other companies that do not directly or indirectly compete with any business of the aforesaid restrictions Company or its subsidiaries; and (iii) there are found by a court having jurisdiction many other companies that do not directly or indirectly compete with any business of the Company or its subsidiaries. Thus, this restriction on Participant’s ability to be unreasonablecompete does not prevent Participant from using and offering the skills that Participant possessed prior to receiving Confidential Information, or overly broad as to geographic area or timespecialized training, or otherwise unenforceable, and knowledge from the parties intend for the restrictions therein set forth to be modified by such court so as to be reasonable and enforceable and, as so modified by the court, to be enforcedCompany.