Common use of Non-Competition Clause in Contracts

Non-Competition. Executive hereby agrees that he will not, for a period of twelve (12) months following the date that his employment by the Company terminates (regardless of the reason for such termination) (the date of any such termination of Executive’s employment with the Company is referred to herein as the “Separation Date”): (i) authorize his name to be used by any Business Entity; (ii) solicit for any Business Entity the employment of any individual who is then currently or was, within the six (6) months preceding the Separation Date, an employee of the Company; (iii) induce on behalf of any Business Entity (A) any licensee of a Company product or service; (B) any person or entity for whom the Company provided or was to provide, within six (6) months preceding the Separation Date, maintenance or other services for a fee, pursuant to a formal agreement or otherwise; (C) any person or entity to whom, within six (6) months preceding the Separation Date, the Company had made a presentation or solicitation wholly or partially in writing, or for whom the Company had performed or provided a “savings analysis;” and (D) any joint venturer or subcontractor of the Company (collectively, a “Customer”) to cancel any order previously placed or not place any future orders with the Company; (iv) solicit for any Business Entity from any then-Customer of the Company any business opportunity which is competitive or potentially competitive, to any business related to the logistics execution software and support services to the supply chain marketplace carried on by the Company or to the relationship between the Company and the Customer; (v) render for any Business Entity any service, for or without any compensation, in connection with the design, development, manufacture, marketing or sale of any product reasonably deemed competitive with any service or product then, or within six (6) months preceding the Separation Date, offered by the Company; or (vi) participate in, directly or indirectly, (whether as advisor, principal, agent, partner, officer, director, employee, stockholder, associate or consultant of) any Business Entity (provided that any interest of Executive through investment in up to an aggregate of two percent (2%) in any class of any person whose securities are required to be registered under the Securities Exchange Act of 1934, as amended, shall not be considered participation hereunder).

Non-Competition. a. Executive hereby acknowledges and recognizes the highly competitive nature of the businesses of the Company Group and its affiliates and accordingly agrees that he will notas follows: (1) During the Employment Term and, for a period of twelve (12) months one year following the date that his employment Executive ceases to be employed by the Company terminates Group (regardless the “Restricted Period”), Executive will not, whether on Executive’s own behalf or on behalf of or in conjunction with any person, firm, partnership, joint venture, association, corporation or other business organization, entity or enterprise whatsoever (“Person”), directly or indirectly solicit or assist in soliciting in competition with the Company Group, the business of any client or prospective client: (i) with whom Executive had personal contact or dealings on behalf of the reason Company Group during the one-year period preceding Executive’s termination of employment; (ii) with whom employees reporting to Executive have had personal contact or dealings on behalf of the Company Group during the one year immediately preceding the Executive’s termination of employment; or (iii) for whom Executive had direct or indirect responsibility during the one year immediately preceding Executive’s termination of employment. (2) During the Restricted Period, Executive will not directly or indirectly: (i) engage in any medical transcription processing services business, physician services business or other business that competes with the business of the Company Group or its affiliates (including, without limitation, businesses which the Company Group or its affiliates have specific plans to conduct in the future and as to which Executive is aware of such terminationplanning) in any geographical area where the Company Group or its affiliates manufactures, produces, sells, leases, rents, licenses or otherwise provides its products or services (a “Competitive Business”); (ii) enter the employ of, or render any services to, any Person (or any division or controlled or controlling affiliate of any Person) who or which engages in a Competitive Business; (iii) acquire a financial interest in, or otherwise become actively involved with, any Competitive Business, directly or indirectly, as an individual, partner, shareholder, officer, director, principal, agent, trustee or consultant; or (iv) interfere with, or attempt to interfere with, business relationships (whether formed before, on or after the date of this Agreement) between the Company Group or any of its affiliates, customers, clients, suppliers or investors. (3) Notwithstanding anything to the contrary in this Agreement, Executive may, directly or indirectly own, solely as an investment, securities of any Person engaged in the business of the Company Group or its affiliates which are publicly traded on a national or regional stock exchange or on the over-the-counter market if Executive (i) is not a controlling person of, or a member of a group which controls, such person and (ii) does not, directly or indirectly, own 2% or more of any class of securities of such Person. (4) During the Restricted Period, Executive will not, whether on Executive’s own behalf or on behalf of or in conjunction with any Person, directly or indirectly: (i) solicit or encourage any employee of the Company Group or its affiliates to leave the employment of the Company Group or its affiliates; or (ii) hire any such employee who was employed by the Company Group or its affiliates as of the date of Executive’s termination of employment with the Company Group or who left the employment of the Company Group or its affiliates coincident with, or within one year prior to or after, the termination of Executive’s employment with the Company is referred to herein as the “Separation Date”):Group. (i5) authorize his name to be used by any Business Entity; (ii) solicit for any Business Entity During the employment of any individual who is then currently or wasRestricted Period, within the six (6) months preceding the Separation Date, an employee of the Company; (iii) induce on behalf of any Business Entity (A) any licensee of a Company product or service; (B) any person or entity for whom the Company provided or was to provide, within six (6) months preceding the Separation Date, maintenance or other services for a fee, pursuant to a formal agreement or otherwise; (C) any person or entity to whom, within six (6) months preceding the Separation Date, the Company had made a presentation or solicitation wholly or partially in writing, or for whom the Company had performed or provided a “savings analysis;” and (D) any joint venturer or subcontractor of the Company (collectively, a “Customer”) to cancel any order previously placed or not place any future orders with the Company; (iv) solicit for any Business Entity from any then-Customer of the Company any business opportunity which is competitive or potentially competitive, to any business related to the logistics execution software and support services to the supply chain marketplace carried on by the Company or to the relationship between the Company and the Customer; (v) render for any Business Entity any service, for or without any compensation, in connection with the design, development, manufacture, marketing or sale of any product reasonably deemed competitive with any service or product then, or within six (6) months preceding the Separation Date, offered by the Company; or (vi) participate inExecutive will not, directly or indirectly, (whether as advisor, principal, agent, partner, officer, director, employee, stockholder, associate solicit or encourage to cease to work with the Company Group or its affiliates any consultant of) any Business Entity (provided then under contract with the Company Group or its affiliates. b. It is expressly understood and agreed that any interest of although Executive through investment and the Company Group consider the restrictions contained in up to an aggregate of two percent (2%) in any class of any person whose securities are required this Section 9 to be registered under reasonable, if a final judicial determination is made by a court of competent jurisdiction that the Securities Exchange Act time or territory or any other restriction contained in this Agreement is an unenforceable restriction against Executive, the provisions of 1934, as amended, this Agreement shall not be considered participation hereunder)rendered void but shall be deemed amended to apply as to such maximum time and territory and to such maximum extent as such court may judicially determine or indicate to be enforceable. Alternatively, if any court of competent jurisdiction finds that any restriction contained in this Agreement is unenforceable, and such restriction cannot be amended so as to make it enforceable, such finding shall not affect the enforceability of any of the other restrictions contained herein.

Non-Competition. Executive hereby agrees that he will The Employee shall not, at any time during the Employment Term and for a period of twelve (12) months following the date that his employment by the Company terminates (regardless of the reason for such termination) (the date "Restricted Period") of any such termination of Executive’s employment with the Company is referred to herein as the “Separation Date”): three (i3) authorize his name to be used by any Business Entity; (ii) solicit for any Business Entity the employment of any individual who is then currently or was, within the six (6) months preceding the Separation Date, an employee of the Company; (iii) induce on behalf of any Business Entity (A) any licensee of a Company product or service; (B) any person or entity for whom the Company provided or was to provide, within six (6) months preceding the Separation Date, maintenance or other services for a fee, pursuant to a formal agreement or otherwise; (C) any person or entity to whom, within six (6) months preceding the Separation Date, the Company had made a presentation or solicitation wholly or partially in writing, or for whom the Company had performed or provided a “savings analysis;” and (D) any joint venturer or subcontractor of the Company (collectively, a “Customer”) to cancel any order previously placed or not place any future orders with the Company; (iv) solicit for any Business Entity from any then-Customer of the Company any business opportunity which is competitive or potentially competitive, to any business related to the logistics execution software and support services to the supply chain marketplace carried on by the Company or to the relationship between the Company and the Customer; (v) render for any Business Entity any service, for or without any compensation, in connection with the design, development, manufacture, marketing or sale of any product reasonably deemed competitive with any service or product then, or within six (6) months preceding the Separation Date, offered by the Company; or (vi) participate inyears thereafter, directly or indirectly, except where specifically contemplated by the terms of his employment or this Agreement, (whether as advisora) be employed by, principalengage in or participate in the ownership, agentmanagement, partneroperation or control of, officeror act in any advisory or other capacity for, directorany Competing Entity which conducts its business within the Territory; provided, employeehowever, stockholderthat notwithstanding the foregoing, associate the Employee may make solely passive investments in any Competing Entity the common stock of which is publicly held and of which the Employee shall not own or consultant ofcontrol, directly or indirectly, in the aggregate securities which constitute 5% or more of the voting rights or equity ownership of such Competing Entity; or (b) solicit or divert any Business Entity business or any customer from the Subsidiary or any Affiliate of the Subsidiary or assist any person, firm or corporation in doing so or attempting to do so; or (provided c) cause or seek to cause any person, firm or corporation to refrain from dealing or doing business with the Subsidiary or any Affiliate of the Subsidiary or assist any person, firm or corporation in doing so. The Employee agrees that, notwithstanding any other provision of this Agreement to the contrary, if he breaches any of his covenants contained in this Section 13, then, in addition to any other remedy which may be available at law or in equity, the Company and the Subsidiary shall be entitled to (1) cease or withhold payment or provision of any severance compensation and benefits to which the Employee is otherwise entitled pursuant to Section 10(a), and (2) receive reimbursement from the Employee of any lump-sum payments previously made to the Employee of any severance compensation payable under Section 10(a) and any Closing Bonus theretofore paid to the Employee, and the Employee shall forfeit his right to receive any such severance compensation and Closing Bonus; provided, however, that any interest obligation of Executive through investment in up the Employee to an aggregate of two percent reimburse the Company or the Subsidiary for any lump-sum payments and Closing Bonus pursuant to clause (2%) in any class of any person whose securities are this sentence shall lapse on a pro rata basis as follows: the portion of such lump-sum payments and Closing Bonus that may be required to be registered under so reimbursed by the Securities Exchange Act Employee shall be the total of 1934all such lump-sum payments and Closing Bonus multiplied by a fraction, as amended, the numerator of which shall not be considered participation hereunder)the number of days remaining in the Restricted Period following the date on which the Employee first engages in such breach of his covenants contained in this Section 13 and the denominator of which shall be the total number of days comprising the Restricted Period.

Non-Competition. Executive hereby agrees that he will not(a) During the term of employment of the Employee under this Employment Agreement, and during a period of one (1) year after termination of employment of the Employee under this Employment Agreement without regard to the cause of termination of employment and whether or not such termination of employment was caused by the Employee or by the Corporation, (i) the Employee shall not engage, either directly or indirectly, in any manner or capacity, in any business or activity which is competitive with any business or activity conducted by the Corporation; (ii) the Employee shall not work for or employ, directly or indirectly, or cause to be employed by another, any person who was an employee, officer or agent of the Corporation or of any of its subsidiaries at any time during a period of twelve (12) months following prior to the date that his employment by the Company terminates (regardless of the reason for such termination) (the date of any such termination of Executive’s employment with the Company is referred to herein as the “Separation Date”): (i) authorize his name to be used by any Business Entity; (ii) solicit for any Business Entity the employment of the Employee under this Employment Agreement nor shall the Employee form any individual who partnership with, or establish any business venture in cooperation with, any such person which is then currently competitive with any business or was, within the six (6) months preceding the Separation Date, an employee activity of the Company; Corporation; (iii) induce on behalf the Employee shall not give, sell or lease any goods or services competitive with the goods or services of the Corporation or its subsidiaries to any Business Entity (A) any licensee of a Company product or service; (B) any person or entity for whom the Company provided or was to provideperson, within six (6) months preceding the Separation Datepartnership, maintenance corporation or other entity who purchased goods or services for a fee, pursuant to a formal agreement from the Corporation or otherwise; its subsidiaries within one (C1) any person or entity to whom, within six (6) months preceding year before the Separation Date, the Company had made a presentation or solicitation wholly or partially in writing, or for whom the Company had performed or provided a “savings analysis;” and (D) any joint venturer or subcontractor termination of the Company (collectively, a “Customer”) to cancel any order previously placed or not place any future orders with employment of the Company; Employee under this Employment Agreement; (iv) solicit for the Employee shall not have any Business Entity from material financial interest, or participate as a director, officer, 5% stockholder, partner, employee, consultant or otherwise, in any then-Customer of the Company any business opportunity corporation, partnership or other entity which is competitive or potentially competitive, to with any business related to the logistics execution software and support services to the supply chain marketplace carried on or activity conducted by the Company or to the relationship between the Company Corporation. (b) The Corporation and the Customer;Employee agree that the services of the Employee are of a personal, special, unique and extraordinary character, and cannot be replaced by the Corporation without great difficulty, and that the violation by the Employee of any of his agreements under this Section (10) would damage the goodwill of the Corporation and cause the Corporation irreparable harm which could not reasonably or adequately be compensated in damages in an action at law, and that the agreements of the Employee under this Section (10) may be enforced by the Corporation in equity by an injunction or restraining order in addition to being enforced by the Corporation at law. (vc) render for In the event that this Section (10) shall be determined by any Business Entity any service, for or without any compensation, in connection with the design, development, manufacture, marketing or sale court of any product reasonably deemed competitive with any service or product then, or within six (6) months preceding the Separation Date, offered by the Company; or (vi) participate in, directly or indirectly, (whether as advisor, principal, agent, partner, officer, director, employee, stockholder, associate or consultant of) any Business Entity (provided that any interest of Executive through investment in up to an aggregate of two percent (2%) in any class of any person whose securities are required competent jurisdiction to be registered under unenforceable by reason of its extending for too long a period of time or over too great a range of activities, it shall be interpreted to extend only over the Securities Exchange Act maximum period of 1934, time or range of activities as amended, shall not to which it may be considered participation hereunder)enforceable.

Non-Competition. Executive hereby agrees that he will The Employee shall not, at any time during the Employment Term and for a period of twelve (12) months following the date that his employment by the Company terminates (regardless of the reason for such termination) (the date "Restricted Period") of any such termination of Executive’s employment with the Company is referred to herein as the “Separation Date”): three (i3) authorize his name to be used by any Business Entity; (ii) solicit for any Business Entity the employment of any individual who is then currently or was, within the six (6) months preceding the Separation Date, an employee of the Company; (iii) induce on behalf of any Business Entity (A) any licensee of a Company product or service; (B) any person or entity for whom the Company provided or was to provide, within six (6) months preceding the Separation Date, maintenance or other services for a fee, pursuant to a formal agreement or otherwise; (C) any person or entity to whom, within six (6) months preceding the Separation Date, the Company had made a presentation or solicitation wholly or partially in writing, or for whom the Company had performed or provided a “savings analysis;” and (D) any joint venturer or subcontractor of the Company (collectively, a “Customer”) to cancel any order previously placed or not place any future orders with the Company; (iv) solicit for any Business Entity from any then-Customer of the Company any business opportunity which is competitive or potentially competitive, to any business related to the logistics execution software and support services to the supply chain marketplace carried on by the Company or to the relationship between the Company and the Customer; (v) render for any Business Entity any service, for or without any compensation, in connection with the design, development, manufacture, marketing or sale of any product reasonably deemed competitive with any service or product then, or within six (6) months preceding the Separation Date, offered by the Company; or (vi) participate inyears thereafter, directly or indirectly, except where specifically contemplated by the terms of his employment or this Agreement, (whether as advisora) be employed by, principalengage in or participate in the ownership, agentmanagement, partneroperation or control of, officeror act in any advisory or other capacity for, directorany Competing Entity which conducts its business within the Territory; PROVIDED, employeeHOWEVER, stockholderthat notwithstanding the foregoing, associate the Employee may make solely passive investments in any Competing Entity the common stock of which is publicly held and of which the Employee shall not own or consultant ofcontrol, directly or indirectly, in the aggregate securities which constitute 5% or more of the voting rights or equity ownership of such Competing Entity; or (b) solicit or divert any Business Entity business or any customer from the Subsidiary or any Affiliate of the Subsidiary or assist any person, firm or corporation in doing so or attempting to do so; or (provided c) cause or seek to cause any person, firm or corporation to refrain from dealing or doing business with the Subsidiary or any Affiliate of the Subsidiary or assist any person, firm or corporation in doing so. The Employee agrees that, notwithstanding any other provision of this Agreement to the contrary, if he breaches any of his covenants contained in this Section 13, then, in addition to any other remedy which may be available at law or in equity, the Company and the Subsidiary shall be entitled to (1) cease or withhold payment or provision of any severance compensation and benefits to which the Employee is otherwise entitled pursuant to Section 10(a), and (2) receive reimbursement from the Employee of any lump-sum payments previously made to the Employee of any severance compensation payable under Section 10(a) and any Closing Bonus theretofore paid to the Employee, and the Employee shall forfeit his right to receive any such severance compensation and Closing Bonus; PROVIDED, HOWEVER, that any interest obligation of Executive through investment in up the Employee to an aggregate of two percent reimburse the Company or the Subsidiary for any lump-sum payments and Closing Bonus pursuant to clause (2%) in any class of any person whose securities are this sentence shall lapse on a pro rata basis as follows: the portion of such lump-sum payments and Closing Bonus that may be required to be registered under so reimbursed by the Securities Exchange Act Employee shall be the total of 1934all such lump-sum payments and Closing Bonus multiplied by a fraction, as amended, the numerator of which shall not be considered participation hereunder)the number of days remaining in the Restricted Period following the date on which the Employee first engages in such breach of his covenants contained in this Section 13 and the denominator of which shall be the total number of days comprising the Restricted Period.

Non-Competition. Executive hereby agrees 7.1 The Employer and Employee agree that he will in consideration of the transaction giving rise to this agreement and the Employment provided hereunder, the Employee shall not, for a period during the term of twelve (12) months following this agreement, or 5 years from the date that his employment on which the Employee ceases to be employed by the Company terminates Employer (regardless of the reason for such termination"Post- Termination Non-Competition Period") (the date of any such termination of Executive’s employment with the Company is referred to herein as the “Separation Date”): (i) authorize his name to be used by any Business Entity; (ii) solicit for any Business Entity the employment of any individual who is then currently alone or was, within the six (6) months preceding the Separation Date, an employee of the Company; (iii) induce on behalf of any Business Entity (A) any licensee of a Company product or service; (B) any person or entity for whom the Company provided or was to provide, within six (6) months preceding the Separation Date, maintenance or other services for a fee, pursuant to a formal agreement or otherwise; (C) any person or entity to whom, within six (6) months preceding the Separation Date, the Company had made a presentation or solicitation wholly or partially in writing, or for whom the Company had performed or provided a “savings analysis;” and (D) any joint venturer or subcontractor of the Company (collectively, a “Customer”) to cancel any order previously placed or not place any future orders with the Company; (iv) solicit for any Business Entity from any then-Customer of the Company any business opportunity which is competitive or potentially competitive, to any business related to the logistics execution software and support services to the supply chain marketplace carried on by the Company or to the relationship between the Company and the Customer; (v) render for any Business Entity any service, for or without any compensation, in connection with the design, development, manufacture, marketing or sale of any product reasonably deemed competitive partnership with any service other person, firm or product thencorporation, as principal, agent, shareholder or within six (6) months preceding the Separation Datein any other manner, offered by the Company; or (vi) participate carry on or be engaged in or concerned with or interested in, directly or indirectly, (whether as advisoror advise, principalbe employed by, agentor permit his name or any part thereof to be used by any person, partner, officer, director, employee, stockholder, associate firm or consultant of) any Business Entity (provided that any interest of Executive through investment corporation engaged in up to an aggregate of two percent (2%) or interested in any class enterprise which is competitive to the Employer's business, solicit or attempt to solicit the business of any person whose securities are required customer of the Employer who has been a customer of the Employer at any time in the thirty- six months preceding the date of termination or expiry of this agreement, or request or influence any employee of the Employer to terminate his employment. The Employee acknowledges and confirms that the scope of this covenant is in all respects no more than reasonable to protect the Employer. 7.2 The Employee acknowledges, agrees, and understands that, without prejudice to any and all remedies available to the Employer, an injunction is the only effective remedy for any breach of the Employee's covenants under paragraph 6.1 and that the Employer would suffer irreparable harm and injury in the event of any such breach. Accordingly, the Employee hereby agrees that the Employer may apply for and have injunctive relief, including an interim or interlocutory injunction, in any court of competent jurisdiction, to enforce any of the provisions of paragraph 6.1 upon the breach or threatened breach thereof. The Employee further agrees that the Employer may apply for and is entitled to said injunctive relief without having to prove damages, and is entitled to all costs and expenses, including reasonable legal costs. 7.3 The Employee understands and agrees that the restrictions and covenants contained in paragraph 6.1 constitute a material inducement to the Employer to enter into this agreement and to employ the Employee, and that the Employer would not enter into this agreement absent such inducement. The Employee agrees that the restrictions and covenants contained in this paragraph shall be registered construed independent of any other provisions of this agreement, and the existence of any claim or cause of action by the Employee against the Employer, whether predicated under the Securities Exchange Act of 1934, as amendedthis agreement or otherwise, shall not constitute a defense to the enforcement by the Employer of said restrictions and covenants contained in this paragraph. Further, any clause or provisions of this paragraph that may be found unenforceable shall be considered participation hereunder)to be severable from the rest of this paragraph, which remaining portions shall continue in full force and effect in accordance with the terms of this paragraph and agreement. 7.4 On the cessation of his employment with the Employer, otherwise than by reason of the liquidation of the Employer, or by reason of dismissal from the Employer for misconduct or serious breach of contractual obligations, the Employer agrees that should the Employee in good faith be offered a position, acceptance of which would cause him to be in breach of the obligations contained in paragraph 6.1, the Employer will pay to him the lesser of his base salary until the end of the Post-Termination Non- Competition Period or the amount of the financial loss that would be suffered by the Employee by declining the offer, provided that the Employee has made written application to the company within 7 days of the offer to be released from the provisions of paragraph 6.1, and the Employer has refused to release him.

Non-Competition. Executive hereby Employee agrees that he will not, directly or indirectly (individually or for, with or through any other person, firm or corporation, by equity ownership or otherwise), (i) compete with W&G, MAC, or any subsidiary or other affiliate of either of them or any successors or assigns of their businesses during the Employment Period with respect to any business carried on by W&G, MAC, or any such subsidiary or other affiliate, successor or assign, or (ii) for a period of twelve (12) months following the date that his employment by the Company terminates (regardless of the reason for such termination) (the date of any such termination of Executive’s employment with the Company is referred to herein as the “Separation Date”): (i) authorize his name to be used by any Business Entity; (ii) solicit for any Business Entity the employment of any individual who is then currently or was, within the six (6) months preceding the Separation Date, an employee of the Company; (iii) induce on behalf of any Business Entity (A) any licensee one year after the end of a Company product the Employment Period, if Employee terminates this Employment Contract pursuant to Section 1 or service; (B) any person or entity for whom the Company provided or was to provide, within six (6) months preceding the Separation Date, maintenance or other services for a fee, two years after MAC terminates this Employment Contract pursuant to Section 10 as a formal agreement result of Employee's material breach of the Employment Contract, or otherwise; (C) or when the Employee's salary ceases to be paid by MAC, if MAC terminates this Employment Contract for any person other reason, compete with MAC, with respect to its business in the United States, Mexico, Central America & South America. (A) Notwithstanding the foregoing, if MAC wrongfully terminates the Employment Period or entity to whom, within six (6) months preceding otherwise materially breaches the Separation Dateterms of this Employment Contract, the Company had made a presentation foregoing provisions of this Section 7 shall cease to apply from and after such wrongful termination or solicitation wholly or partially in writing, or for whom the Company had performed or provided a “savings analysis;” and (D) any joint venturer or subcontractor of the Company (collectively, a “Customer”) to cancel any order previously placed or not place any future orders with the Company;breach. (ivB) solicit for any Business Entity from any then-Customer Notwithstanding the foregoing, Employee shall be permitted to own not in excess of the Company any business opportunity which is competitive or potentially competitive, to any business related to the logistics execution software and support services to the supply chain marketplace carried on by the Company or to the relationship between the Company and the Customer; (v) render for any Business Entity any service, for or without any compensation, in connection with the design, development, manufacture, marketing or sale one percent of any product reasonably deemed competitive with any service or product then, or within six (6) months preceding the Separation Date, offered by the Company; or (vi) participate in, directly or indirectly, (whether as advisor, principal, agent, partner, officer, director, employee, stockholder, associate or consultant of) any Business Entity (provided that any interest of Executive through investment in up to an aggregate of two percent (2%) in any class of securities of any person whose securities are required to be registered under public company which, at the Securities Exchange Act time of 1934Employee's acquisition of the securities, as amendedis not engaged in competition with W&G, shall MAC or any subsidiary or other affiliate of either of them or any such successor or assign notwithstanding the fact that such company thereafter (without assistance from Employee) becomes engaged in such competition, provided Employee is not be considered participation hereunder)part of any controlling group and is solely a passive investor.

Non-Competition. In consideration of this Agreement, and for other good and valuable consideration provided hereunder, the receipt and sufficiency of which are hereby acknowledged by Executive, Executive hereby agrees that he will notand covenants that, for a period of twelve (12) months following the date that his employment by the Company terminates (regardless of the reason for such termination) (the date of any such termination of during Executive’s employment with the Company is referred to herein as and for a period of (12) twelve months thereafter, Executive shall not, without the “Separation Date”): (i) authorize his name to be used by any Business Entity; (ii) solicit for any Business Entity the employment of any individual who is then currently or was, within the six (6) months preceding the Separation Date, an employee prior written consent of the Company; (iii) induce on behalf of any Business Entity (A) any licensee of a Company product or service; (B) any person or entity for whom the Company provided or was to provide, within six (6) months preceding the Separation Date, maintenance or other services for a fee, pursuant to a formal agreement or otherwise; (C) any person or entity to whom, within six (6) months preceding the Separation Date, the Company had made a presentation or solicitation wholly or partially in writing, or for whom the Company had performed or provided a “savings analysis;” and (D) any joint venturer or subcontractor of the Company (collectively, a “Customer”) to cancel any order previously placed or not place any future orders with the Company; (iv) solicit for any Business Entity from any then-Customer of the Company any business opportunity which is competitive or potentially competitive, to any business related to the logistics execution software and support services to the supply chain marketplace carried on by the Company or to the relationship between the Company and the Customer; (v) render for any Business Entity any service, for or without any compensation, in connection with the design, development, manufacture, marketing or sale of any product reasonably deemed competitive with any service or product then, or within six (6) months preceding the Separation Date, offered by the Company; or (vi) participate in, directly or indirectly, engage in or become associated with a Competitive Activity. For purposes of this Section 2(b), (whether i) a “Competitive Activity” means any business or other endeavor involving products or services that are the same or similar to products or services (the “Company Products or Services”) that any business of the Company is engaged in providing as advisorof the date hereof or at any time during the Term, provided such business or endeavor is in the United States, or in any foreign jurisdiction in which the Company provides, or has provided during the Term, the relevant Company Products or Services, and (ii) Executive shall be considered to have become “associated with a Competitive Activity” if Executive becomes directly or indirectly involved as an owner, principal, employee, officer, director, independent contractor, representative, stockholder, financial backer, agent, partner, officermember, directoradvisor, employeelender, stockholderconsultant or in any other individual or representative capacity with any individual, associate partnership, corporation or consultant ofother organization that is engaged in a Competitive Activity. Notwithstanding anything else in this Section 2(b), (i) any Business Entity Executive may become employed by a partnership, corporation or other organization that is engaged in a Competitive Activity so long as Executive has no direct or indirect responsibilities or involvement in the Competitive Activity, (provided that any interest of ii) Executive through may own, for investment in purposes only, up to an aggregate of two five percent (25%) in any class of the outstanding capital stock of any person whose securities are required publicly-traded corporation engaged in a Competitive Activity if the stock of such corporation is either listed on a national stock exchange or on the NASDAQ National Market System and if Executive is not otherwise affiliated with such corporation, (iii) if Executive’s employment hereunder is terminated by the Company for any reason other than Executive’s death, Disability or Cause, or by Executive for Good Reason, then the restrictions contained in this Section 2(b) shall lapse, and (iv) Executive shall only be subject to the restrictions contained in this Section 2(b) to the extent the activity that would otherwise be registered under prohibited by this section poses a reasonable competitive threat to the Securities Exchange Act of 1934Company, as amended, which determination shall not be considered participation hereunder)made by the Company in good faith.

Non-Competition. Executive hereby acknowledges that his or her services to be rendered hereunder are of a special and unusual character that have a unique value to Company and the conduct of its Business, the loss of which cannot adequately be compensated by damages in an action at law. In view of the unique value to Company of the services of Executive for which Company has contracted hereunder, and because of the confidential information to be obtained by or disclosed to Executive as herein above set forth, and as a material inducement to Company to enter into this Agreement and to pay and make available to Executive the compensation and other benefits referred to herein, Executive covenants and agrees that he Executive will not, for a period directly or indirectly, whether as principal, agent, trustee or through the agency of twelve any corporation, partnership, association or agent (12other than as the holder of not more than five percent (5%) months following the date that his employment by the Company terminates (regardless of the reason total outstanding stock of any company the securities of which are traded on a regular basis on recognized securities exchanges): (a) while employed under this Agreement (i) work for such termination(in any capacity, including without limitation as a director, officer or employee) (the date any other entity engaged in cruises, with a minimum fleet size of 3,000 berths, or cruise related businesses of any such entity or (ii) recruit, or otherwise influence or attempt to induce employees of Company to leave the employment of Company; and (b) for the two (2) year period immediately following the termination of Executive’s 's employment pursuant to this Agreement (the "Non-competition Period"), for any reason, serve as or be a consultant to or employee, officer, agent, director or owner of another entity engaged in cruises, with a minimum fleet size of 3,000 berths, or cruise related businesses of any such entity. Executive further agrees that during the Company is referred to herein as the “Separation Date”): Non-competition Period, he or she shall not: (i) authorize his name employ or seek to be used by employ any Business Entity; (ii) solicit for any Business Entity the employment of any individual person who is then currently employed or was, retained by Company or its affiliates (or who was so employed or retained at any time within the six (6) months preceding month period prior to the Separation Datelast day of Executive’s employment with Company); or (ii) solicit, an employee of the Company; (iii) induce on behalf of induce, or influence any Business Entity (A) proprietor, partner, stockholder, lender, director, officer, employee, joint venturer, investor, consultant, agent, lessor, supplier, customer or any licensee of a Company product or service; (B) any other person or entity which has a business relationship with Company or its affiliates at any time during the Non-competition Period, to discontinue or reduce or modify the extent of such relationship with Company or any of its subsidiaries. Executive has carefully read and considered the provisions of Sections 9, 10, and 11 hereof and agrees that the restrictions set forth in such sections are fair and reasonable and are reasonably required for whom the protection of the interests of Company, its officers, directors, shareholders, and other employees, for the protection of the business of Company, and to ensure that Executive devotes his or her entire professional time, energy, and skills to the business of Company. Executive acknowledges that he or she is qualified to engage in businesses other than that described in this Section 11. It is the belief of the parties, therefore, that the best protection that can be given to Company provided or was that does not in any way infringe upon the rights of Executive to provideengage in any unrelated businesses is to provide for the restrictions described above. In view of the substantial harm which would result from a breach by Executive of Sections 9, within six (6) months preceding the Separation Date, maintenance or other services for a fee, pursuant to a formal agreement or otherwise; (C) any person or entity to whom, within six (6) months preceding the Separation Date10 and 11, the Company had made a presentation or solicitation wholly or partially in writing, or for whom parties agree that the Company had performed or provided a “savings analysis;” and (D) any joint venturer or subcontractor of the Company (collectively, a “Customer”) to cancel any order previously placed or not place any future orders with the Company; (iv) solicit for any Business Entity from any then-Customer of the Company any business opportunity which is competitive or potentially competitive, to any business related restrictions contained therein shall be enforced to the logistics execution software maximum extent permitted by law as more particularly set forth in Section 12 below. In the event that any of said restrictions shall be held unenforceable by any court of competent jurisdiction, the parties hereto agree that it is their desire that such court shall substitute a reasonable judicially enforceable limitation in place of any limitation deemed unenforceable and support services to that as so modified, the supply chain marketplace carried on covenant shall be as fully enforceable as if it had been set forth herein by the Company or to the relationship between the Company and the Customer; (v) render for any Business Entity any service, for or without any compensation, in connection with the design, development, manufacture, marketing or sale of any product reasonably deemed competitive with any service or product then, or within six (6) months preceding the Separation Date, offered by the Company; or (vi) participate in, directly or indirectly, (whether as advisor, principal, agent, partner, officer, director, employee, stockholder, associate or consultant of) any Business Entity (provided that any interest of Executive through investment in up to an aggregate of two percent (2%) in any class of any person whose securities are required to be registered under the Securities Exchange Act of 1934, as amended, shall not be considered participation hereunder)parties.

Non-Competition. Executive hereby (a) In consideration of the mutual covenants herein, Employee agrees that during the Employment Period, he will notshall not participate(i) as an employee the significant duties of whom are with respect to the, for a period of twelve or (12ii) months following the date that his employment by the Company terminates (regardless of the reason for such termination) (the date as owner of any such termination other person, partnership, corporation or company, the primary business of Executive’s employment which is providing, coin operated customer owned telephones ("COCOT") or COCOT services and which COCOT business is in competition with the Company in the geographic area in which the Company conducts such business during that time ("the "Territory"). Nothing in this paragraph, however, shall be construed to prevent ownership of less than 5% of the stock of a publicly-held corporation whose stock is referred traded on a national securities exchange or in the over-the- counter market. Employee agrees that this covenant is reasonable with respect to herein as its duration, geographical area and scope. (b) Employee further agrees that during the “Separation Date”):Employment Period, he shall not, except on behalf of the Company, solicit customers or prospective customers of the Company, with whom he had material contact, on behalf of the Company during the two years prior to the termination of the Employment Period, for the purposes of providing COCOT or COCOT services. (c) During the Employment Period, Employee shall not (i) authorize his name solicit any employee of the Company or any of its subsidiaries to be used by any Business Entity; leave the employ of the Company or (ii) solicit for any Business Entity current supplier, licensee, licensor, franchisee or other business relation of the employment Company or any of its subsidiaries to cease doing business with them (including, without limitation, making any negative statements or communications about the Company or its subsidiaries). (d) The Parties hereto agree that the Company would suffer irreparable harm from a breach by Employee of any individual who is then currently or was, within the six (6) months preceding the Separation Date, an employee of the Company; (iii) induce on behalf covenants or agreements contained herein. In the event of an alleged or threatened breach by the Employee of any Business Entity (A) any licensee of a Company product or service; (B) any person or entity for whom the Company provided or was to provide, within six (6) months preceding the Separation Date, maintenance or other services for a fee, pursuant to a formal agreement or otherwise; (C) any person or entity to whom, within six (6) months preceding the Separation Dateprovisions of this paragraph 5, the Company had made a presentation or solicitation wholly its successors or partially assigns may, in writingaddition to all other rights and remedies existing in its favor, apply to any court of competent jurisdiction for specific performance and/or injunctive or for whom the Company had performed other relief in order to enforce or provided a “savings analysis;” and (D) prevent any joint venturer or subcontractor violations of the Company provisions hereof (collectively, including the extension of the Employment Period by a “Customer”period equal to the length of the violation of this paragraph 5). Employee agrees that these restrictions are reasonable. (e) to cancel Employee agrees that the covenants made in paragraphs 5(a) and 5(b) shall be construed as an agreement independent of any other provision of this Agreement and shall survive any order previously placed or not place of a court of competent jurisdiction terminating any future orders with the Company; (iv) solicit for any Business Entity from any then-Customer other provision of the Company any business opportunity which is competitive or potentially competitive, to any business related to the logistics execution software and support services to the supply chain marketplace carried on by the Company or to the relationship between the Company and the Customer; (v) render for any Business Entity any service, for or without any compensation, in connection with the design, development, manufacture, marketing or sale of any product reasonably deemed competitive with any service or product then, or within six (6) months preceding the Separation Date, offered by the Company; or (vi) participate in, directly or indirectly, (whether as advisor, principal, agent, partner, officer, director, employee, stockholder, associate or consultant of) any Business Entity (provided that any interest of Executive through investment in up to an aggregate of two percent (2%) in any class of any person whose securities are required to be registered under the Securities Exchange Act of 1934, as amended, shall not be considered participation hereunder)this Agreement.

Non-Competition. Executive hereby (a) As a condition of its ownership of a Membership Interest in the Company, each of the Initial Subscribers acknowledges and agrees that he it will nothave access to and become familiar with certain confidential information and trade secrets relating to the Company's operations, customers, and other information, and that much of the information that the Initial Subscribers will be exposed to constitute trade secrets of the Company. The Initial Subscribers understand and agree that the Company has a legitimate interest in assuring that such confidential information and trade secrets are not used by any of the Initial Subscribers in a manner that would be disadvantageous to the Company. As a result, in exchange for the consideration provided pursuant to this Subscription Agreement, for a period equal to the greater of twelve (12i) months following the date that his employment by the Company terminates five (regardless of the reason for such termination5) (years from the date of any such termination signing of Executive’s employment with the Company is referred to herein as the “Separation Date”): (i) authorize his name to be used by any Business Entity; this Subscription Agreement; or (ii) solicit for two (2) years after such time as any Business Entity the employment Initial Subscriber shall have transferred or sold such portion of any individual who is then currently or was, within the six (6) months preceding the Separation Date, an employee of the Company; (iii) induce on behalf of any Business Entity (A) any licensee of a Company product or service; (B) any person or entity for whom its Membership Interest in the Company provided or was so as to provide, within six (6) months preceding the Separation Date, maintenance or other services for result in total ownership of less than a fee, pursuant to a formal agreement or otherwise; (C) any person or entity to whom, within six (6) months preceding the Separation Date, the Company had made a presentation or solicitation wholly or partially in writing, or for whom the Company had performed or provided a “savings analysis;” and (D) any joint venturer or subcontractor of the Company (collectively, a “Customer”) to cancel any order previously placed or not place any future orders with the Company; (iv) solicit for any Business Entity from any then-Customer of the Company any business opportunity which is competitive or potentially competitive, to any business related to the logistics execution software and support services to the supply chain marketplace carried on by the Company or to the relationship between the Company and the Customer; (v) render for any Business Entity any service, for or without any compensation, in connection with the design, development, manufacture, marketing or sale of any product reasonably deemed competitive with any service or product then, or within six (6) months preceding the Separation Date, offered by the Company; or (vi) participate in, directly or indirectly, (whether as advisor, principal, agent, partner, officer, director, employee, stockholder, associate or consultant of) any Business Entity (provided that any interest of Executive through investment in up to an aggregate of two percent (2%) equity interest in the Company, and resigned from the management of the Company, each of the Initial Subscribers agree that it will not, directly or indirectly, whether voluntarily or involuntarily, engage in any class of any person whose securities are required business activity within the United States that is in competition or is reasonably expected to be registered under in competition with the Securities Exchange Act Company or which performs services or sells goods which are similar to those provided, sold, or contemplated to be provided or sold, by the Company. (b) Since the damages to the Company resulting from a breach of 1934these provisions could not adequately be compensated by money damages, the Company shall be entitled to, in addition to any other right or remedy available to it, an injunction restraining such breach or threatened breach, and in any case no bond or other security shall be required in connection therewith except as amendedrequired by law. The Initial Subscribers agree that the provisions of this paragraph are necessary and reasonable to protect the Company in the conduct of its business. If any restriction contained in this paragraph shall be deemed invalid, illegal or unenforceable by reason of extent, duration, geographical scope hereof, or otherwise, then the Court making such determination shall not have the right to reduce such extent, duration, geographical scope or other provisions hereof, and, in its reduced form, such restriction shall then be considered participation hereunder)enforceable in the manner contemplated hereby.

Non-Competition. Executive hereby The Employee further agrees that he will with the Company to the following provisions, all of which the Employee acknowledges and agrees are necessary to protect the Company’s legitimate business interests. The Employee covenants and agrees with the Company that: (i) Unless otherwise agreed between the parties, the Employee shall not, for a period of twelve (12) months following during the date that his employment by the Company terminates (regardless of the reason for such termination) (the date of any such termination of ExecutiveEmployee’s employment with the Company is referred to herein as the “Separation Date”): (i) authorize his name to be used by any Business Entity; (ii) solicit and for any Business Entity the employment a period of any individual who is then currently or was, within the six (6) months preceding the Separation Datethereafter, an employee of the Company; (iii) induce on behalf of any Business Entity (A) any licensee of a Company product or service; (B) any person or entity for whom the Company provided or was to provide, within six (6) months preceding the Separation Date, maintenance or other services for a fee, pursuant to a formal agreement or otherwise; (C) any person or entity to whom, within six (6) months preceding the Separation Date, the Company had made a presentation or solicitation wholly or partially in writing, or for whom the Company had performed or provided a “savings analysis;” and (D) any joint venturer or subcontractor of the Company (collectively, a “Customer”) to cancel any order previously placed or not place any future orders with the Company; (iv) solicit for any Business Entity from any then-Customer of the Company any business opportunity which is competitive or potentially competitive, to any business related to the logistics execution software and support services to the supply chain marketplace carried on by the Company or to the relationship between the Company and the Customer; (v) render for any Business Entity any service, for or without any compensation, in connection with the design, development, manufacture, marketing or sale of any product reasonably deemed competitive with any service or product then, or within six (6) months preceding the Separation Date, offered by the Company; or (vi) participate in, either directly or indirectly, (engage in, render service or other assistance to, or sell products or services, or provide resources of any kind, whether as advisor, principal, agentan owner, partner, shareholder, officer, director, employee, stockholderconsultant or in any other capacity, associate whether or consultant of) not for consideration, to any Business Entity person, corporation, or any entity, whatsoever, that owns, operates or conducts a business that competes, in any material way, with the Company’s business (provided that any interest which includes, but is not limited to, the business of Executive through investment providing technologically advanced high-value products and services to energy, mining and infrastructure sector customers, primarily in up to an aggregate the United States), other than the ownership of two five percent (25%) or less of the shares of a public company where the Employee is not active in the day-to-day management of such company. With respect to the post-employment application of this Section 1(d)(i), the restrictions shall extend only to those specific countries or provinces where the Company conducts business on the day that the Employee’s employment with the Company terminates. (ii) The Employee shall not, during the Employee’s employment with the Company and for a period of six (6) months thereafter, either directly or indirectly, (A) solicit, call on or contact any significant Customer of the Company with whom the Employee has had material contact during the Employee’s employment with the Company for the purpose or with the effect of offering any products or services of any kind offered by the Company at that time or during the Employee’s employment with the Company, (B) request or advise any present or future vendors or suppliers to the Company to cancel any contracts, or curtail their dealings, with the Company, or (C) assist any other person or entity in connection with any action described in either of the foregoing clauses (A) through (B). (iii) During the Employee’s employment with the Company, the Employee shall not own, or permit ownership by the Employee’s spouse or any minor children under the parental control of the Employee, directly or indirectly, an amount in excess of five percent (5%) of the outstanding shares of stock of a corporation, or five percent (5%) of any business venture of any kind, which operates or conducts a business that competes, in any class of any person whose securities are required to be registered under way, with the Securities Exchange Act of 1934, as amended, shall not be considered participation hereunder)Company.

Non-Competition. Executive hereby Grantee acknowledges and agrees that he will not(a) at all times while Grantee is employed with the Company Group, for Grantee shall pursue all appropriate business opportunities of the Company Group exclusively through the Company Group and (b) the Company Group would be irreparably damaged if Grantee (or, if applicable, any of Grantee’s controlled Affiliates) were to provide services to any Person (including Grantee) engaged in a period Restricted Business (as defined below) and that such competition by Grantee (or, if applicable, any of twelve (12Grantee’s controlled Affiliates) months following the date that his employment would result in a significant loss of goodwill by the Company terminates Group. Therefore, Grantee agrees that during the period commencing on the Effective Date and ending on the first (regardless 1st) anniversary of the reason for such terminationdate on which Grantee or any Grantee’s Affiliates cease to be direct or indirect members of EOC Parent or, if earlier, the first (1st) (anniversary of the date of any such termination of Executiveon which Grantee’s employment or services with the Company is referred to herein as the “Separation Date”): (i) authorize his name to be used by any Business Entity; (ii) solicit Group terminates for any Business Entity the employment reason, Grantee shall not (and, as applicable, shall cause each of his controlled Affiliates not to) directly or indirectly through another Person own any individual who is then currently or was, within the six (6) months preceding the Separation Date, an employee of the Company; (iii) induce on behalf of any Business Entity (A) any licensee of a Company product or service; (B) any person or entity for whom the Company provided or was to provide, within six (6) months preceding the Separation Date, maintenance or other services for a fee, pursuant to a formal agreement or otherwise; (C) any person or entity to whom, within six (6) months preceding the Separation Date, the Company had made a presentation or solicitation wholly or partially in writing, or for whom the Company had performed or provided a “savings analysis;” and (D) any joint venturer or subcontractor of the Company (collectively, a “Customer”) to cancel any order previously placed or not place any future orders with the Company; (iv) solicit for any Business Entity from any then-Customer of the Company any business opportunity which is competitive or potentially competitive, to any business related to the logistics execution software and support services to the supply chain marketplace carried on by the Company or to the relationship between the Company and the Customer; (v) render for any Business Entity any service, for or without any compensation, in connection with the design, development, manufacture, marketing or sale of any product reasonably deemed competitive with any service or product then, or within six (6) months preceding the Separation Date, offered by the Company; or (vi) participate interest in, directly or indirectlymanage, control, participate in (whether as advisor, principal, agent, partner, an officer, director, manager, employee, stockholderpartner, associate equity holder, member, agent, advisor, individual independent contractor, consultant, representative or consultant ofotherwise), consult with, represent, render services for, or in any other manner engage in the Restricted Business in any geographic area where the Company Group conducts it; provided, that nothing herein shall prohibit Grantee and any of his controlled Affiliates, as applicable from (i) any Business Entity (provided that any interest being a passive owner of Executive through investment in up to an aggregate of not more than two percent (2%) in of the outstanding stock of any class of a corporation or entity which is publicly traded so long as Grantee (or any person whose securities are required of Grantee’s controlled Affiliates, if applicable) does not have any active participation in the management or other business of such corporation or entity or (ii) being employed by or otherwise providing services to be registered under the Securities Exchange Act any corporation or entity, a division or subsidiary of 1934, which is engaged in Restricted Businesses so long as amended, shall not be considered participation hereunder).Grantee is

Non-Competition. (a) The Executive hereby understands and recognizes that his services to the Corporation are special and unique and agrees that he will notthat, during the term of this Agreement and, unless such termination is by the Executive pursuant to 6(a)(iii) below and provided the Corporation is not in material default to Executive on any of its obligations under this Agreement, for a period of twelve one (121) months following the date that his employment by the Company terminates (regardless of the reason for such termination) (year from the date of any such termination of Executivehis employment hereunder, he shall not in any manner, directly or indirectly, on behalf of himself or any person, firm, partnership, joint venture, corporation or other business entity (“Person”), enter into or engage in any business engaged in the development of commercialization of products directly competitive with products of the Corporation, including any subsidiary of the Corporation (a “Subsidiary”), including products under development by the Corporation or a Subsidiary within the geographic area of the Corporation’s business. (b) During the term of this Agreement and for one (1) year thereafter, Executive shall not, directly or indirectly, without the prior written consent of the Corporation, solicit or induce any employee of the Corporation or any affiliate to leave the employ of the Corporation or any affiliate or hire for any purpose any employee of the Corporation or any affiliate or any employee who has left the employment of the Corporation or any affiliate within six months of the termination of said employee’s employment with the Company is referred to herein as Corporation. (c) During the “Separation Date”):term of this Agreement and for one (1) year thereafter, the Executive shall not, directly or indirectly, without the prior written consent of the Corporation: (i) authorize his name to solicit or accept employment or be used retained by any Business Entity;party who, at any time during the term of this Agreement, was a customer or supplier of the Corporation or any affiliate where his position will be related to the business of the Corporation; or (ii) solicit for any Business Entity or accept the employment business of any individual who is then currently customer or was, within the six (6) months preceding the Separation Date, an employee supplier of the Company;Corporation or any affiliate with respect to products similar to those supplied by the Corporation. (iiid) induce on behalf In the event that the Officer breaches any provisions of this Section 4 or there is a threatened breach, then, in addition to any Business Entity (A) any licensee other rights which the Corporation may have, the Corporation shall be entitled, without the posting of a Company product or service; (B) any person or entity for whom the Company provided or was to provide, within six (6) months preceding the Separation Date, maintenance bond or other services for a feesecurity, pursuant to a formal agreement or otherwise; (C) any person or entity injunctive relief to whom, within six (6) months preceding enforce the Separation Daterestrictions contained herein. In the event that an actual proceeding is brought in equity to enforce the provisions of this Section 4, the Company had made a presentation or solicitation wholly or partially in writing, or for whom the Company had performed or provided a “savings analysis;” and (D) any joint venturer or subcontractor of the Company (collectively, a “Customer”) to cancel any order previously placed or not place any future orders with the Company; (iv) solicit for any Business Entity from any then-Customer of the Company any business opportunity which is competitive or potentially competitive, to any business related to the logistics execution software and support services to the supply chain marketplace carried on by the Company or to the relationship between the Company and the Customer; (v) render for any Business Entity any service, for or without any compensation, in connection with the design, development, manufacture, marketing or sale of any product reasonably deemed competitive with any service or product then, or within six (6) months preceding the Separation Date, offered by the Company; or (vi) participate in, directly or indirectly, (whether as advisor, principal, agent, partner, officer, director, employee, stockholder, associate or consultant of) any Business Entity (provided that any interest of Executive through investment in up to an aggregate of two percent (2%) in any class of any person whose securities are required to be registered under the Securities Exchange Act of 1934, as amended, Officer shall not urge as a defense that there is an adequate remedy at law nor shall the Corporation be considered participation hereunder)prevented from seeking any other remedies which may be available.

Non-Competition. In view of the fact that activity of the Executive in violation of the terms hereof is likely to adversely affect the Corporation and its subsidiaries and affiliates and would deprive the Corporation of the benefits of its bargain hereunder, and to preserve the goodwill associated with the Corporation's business, the Executive hereby agrees that during the period commencing on the date hereof and ending on the first (1st) anniversary of the date on which the Executive's employment with the Company and its subsidiaries and affiliates terminates for any reason (the "Non-Compete Period"), he will not, for a period of twelve (12) months following without the date that his employment by the Company terminates (regardless express written consent of the reason for such termination) (the date of any such termination of Executive’s employment with the Company is referred to herein as the “Separation Date”): (i) authorize his name to be used by any Business Entity; (ii) solicit for any Business Entity the employment of any individual who is then currently or was, within the six (6) months preceding the Separation Date, an employee of the Company; (iii) induce on behalf of any Business Entity (A) any licensee of a Company product or service; (B) any person or entity for whom the Company provided or was to provide, within six (6) months preceding the Separation Date, maintenance or other services for a fee, pursuant to a formal agreement or otherwise; (C) any person or entity to whom, within six (6) months preceding the Separation Date, the Company had made a presentation or solicitation wholly or partially in writing, or for whom the Company had performed or provided a “savings analysis;” and (D) any joint venturer or subcontractor of the Company (collectively, a “Customer”) to cancel any order previously placed or not place any future orders with the Company; (iv) solicit for any Business Entity from any then-Customer of the Company any business opportunity which is competitive or potentially competitive, to any business related to the logistics execution software and support services to the supply chain marketplace carried on by the Company or to the relationship between the Company and the Customer; (v) render for any Business Entity any service, for or without any compensation, in connection with the design, development, manufacture, marketing or sale of any product reasonably deemed competitive with any service or product then, or within six (6) months preceding the Separation Date, offered by the Company; or (vi) participate inCorporation, directly or indirectly, anywhere in the United States or Canada, engage in any activity which is, or participate or invest in, or provide or facilitate the provision of financing to, or assist (whether as advisorowner, principalpart-owner, agentshareholder, member, partner, director, officer, directortrustee, employee, stockholderagent or consultant, associate or consultant of) in any Business Entity other capacity), any business, organization or person other than the Corporation (or any subsidiary or affiliate of the Corporation), whose business, activities, products or services are directly competitive with any of the business, activities, products or services conducted by or in active planning by the Corporation on the date the Executive's employment with the Corporation terminates and which are in the Corporation's Field of Interest (each a "Competitive Business"); provided that any interest of the Executive through investment in up to an aggregate of two percent (2%) in any class of any person whose securities are required shall be permitted to be registered under employed by an entity which operates an ancillary business in the Securities Exchange Act Corporation's Field of 1934Interest so long as the Executive is not involved in such ancillary business. For purposes of this Section 8(a)(i), as amendedthe Corporation's "Field of Interest" shall include, without limitation, the development, implementation or sale of on-line marketing or advertising programs to pharmaceutical and other healthcare organizations and any other business activity engaged in, conducted by or in active planning by the Corporation or its subsidiaries or affiliates on the date the Executive's employment with the Corporation terminates. Notwithstanding anything in this Section 8(a)(i) to the contrary, the Executive shall not be considered participation hereunder)prohibited from participating, directly or indirectly, in any activity or business with Internet operations, including companies providing goods or services through or providing e-commerce and content or otherwise, that is not a Competitive Business. Notwithstanding anything herein to the contrary, the Executive may make passive investments in any enterprise the shares of which are publicly traded if such investment constitutes less than one percent (1%) of the equity of such enterprise.

Non-Competition. At all times while the Executive hereby agrees that he will not, for a period of twelve (12) months following the date that his employment is employed by the Company terminates and for a one (regardless 1) year period after the termination of the reason for such termination) (the date of any such termination of Executive’s 's employment with the Company is referred to herein as the “Separation Date”): (i) authorize his name to be used by any Business Entity; (ii) solicit for any Business Entity the employment of any individual who is then currently or was, within the six (6) months preceding the Separation Date, an employee of the Company; (iii) induce on behalf of any Business Entity (A) any licensee of a Company product or service; (B) any person or entity for whom the Company provided or was to provide, within six (6) months preceding the Separation Date, maintenance or other services for a fee, pursuant to a formal agreement or otherwise; (C) any person or entity to whom, within six (6) months preceding the Separation Datereason, the Company had made a presentation or solicitation wholly or partially in writing, or for whom the Company had performed or provided a “savings analysis;” and (D) any joint venturer or subcontractor of the Company (collectively, a “Customer”) to cancel any order previously placed or not place any future orders with the Company; (iv) solicit for any Business Entity from any then-Customer of the Company any business opportunity which is competitive or potentially competitive, to any business related to the logistics execution software and support services to the supply chain marketplace carried on by the Company or to the relationship between the Company and the Customer; (v) render for any Business Entity any service, for or without any compensation, in connection with the design, development, manufacture, marketing or sale of any product reasonably deemed competitive with any service or product then, or within six (6) months preceding the Separation Date, offered by the Company; or (vi) participate inExecutive shall not, directly or indirectly, engage in or have any interest in any sole proprietorship, partnership, corporation or business or any other person or entity (whether as advisor, principal, agent, partneran employee, officer, director, employeepartner, stockholderagent, associate security holder, creditor, consultant or consultant ofotherwise) that directly or indirectly (or through any Business Entity (affiliated entity) engages in competition with the Company; provided that any interest such provision shall not apply to the Executive's ownership of Executive through investment in up to Common Stock of the Company or the acquisition by the Executive, solely as an aggregate investment, of two percent (2%) in any class securities of any person whose securities are required to be issuer that is registered under Section 12(b) or 12(g) of the Securities Exchange Act of 1934, as amended, and that are listed or admitted for trading on any United States national securities exchange or that are quoted on the National Association of Securities Dealers Automated Quotations System, or any similar system or automated dissemination of quotations of securities prices in common use, so long as the Executive does not control, acquire a controlling interest in or become a member of a group which exercises direct or indirect control or, more than five percent of any class of capital stock of such corporation. Notwithstanding the foregoing, if either (i) the Company delivers a written notice to the Executive pursuant to Section 2.2 hereof of its intention not to renew the term of this Agreement for reasons other than Cause (as defined in Section 5.1 hereof), or (ii) the Executive's employment is terminated by the Company without Cause pursuant to Section 5.4 of this Agreement, and within 90 days of such termination the Executive agrees to waive his right to receive a continuation of Base Salary, the bonus, Benefits, and the lump sum payment, otherwise payable to him under clauses (iii), (iv), (v) and (vi) of Section 5.4, by providing the Company a written waiver (the "Waiver") of such right, in such form as the Company reasonably may require, then the Executive shall not cease to be considered participation hereunder)subject to the provisions of this Section 6.1 immediately upon the Expiration Date or upon delivery of the Waiver by the Executive to the Company, as applicable.

Non-Competition. Executive hereby agrees that he will not, The provisions of this Section 10 are in consideration for the Company's promise in Section 7 to continue to make appropriate Confidential Information available to the Executive. (a) The term of Non-Competition (herein so called) shall be for a period term beginning on the effective date hereof and continuing until (i) the first anniversary of twelve (12) months following the date that his Date of Termination if the Executive's employment is terminated by the Company terminates for Cause or due to Disability or by the Executive without Good Reason, or (regardless ii) the last day of the reason Severance Period if the Executive's employment is terminated by the Company without Cause (and not due to Disability) or upon a Change of Control or by the Executive for such terminationGood Reason. (b) During the term of Non-Competition, the Executive shall not (other than for the date benefit of the Company or its affiliates pursuant to this Agreement) directly or indirectly, render services to, assist, participate in the affairs of, or otherwise be connected with, any such person or enterprise (other than the Company), which person or enterprise is engaged in, or is planning to engage in, and shall not personally engage in, any business that is in any respect competitive with the business of the Company, with respect to any products of the Company that were within the Executive's management responsibility at any time within the twelve-month period immediately prior to the termination of the Executive’s 's employment with the Company is referred to herein as the “Separation Date”): Company, in any capacity which would (i) authorize his name utilize the Executive's services with respect to be used by such business within any Business Entity; state of the United States, or any substantially comparable political subdivision of any other country, wherein the Company sold or actively attempted to sell, such products within the twelve-month period immediately prior to the termination of the Executive's employment with the Company; or (ii) solicit for utilize the Executive's services in selling any Business Entity the employment of any individual who is then currently or was, within the six (6) months preceding the Separation Date, an employee products similar to such products of the Company; (iii) induce on behalf of any Business Entity (A) any licensee of a Company product or service; (B) any person or entity for whom the Company provided or was to provide, within six (6) months preceding the Separation Date, maintenance or other services for a fee, pursuant to a formal agreement or otherwise; (C) any person or entity to whom, which the Company sold or actively attempted to sell such products within six the twelve-month period immediately prior to the termination of the Executive's employment with the Company (6) months preceding a "Competing Business"). Notwithstanding the Separation Dateforegoing, the Company had made a presentation or solicitation wholly or partially in writing, or for whom agrees that the Company had performed or provided a “savings analysis;” and (D) any joint venturer or subcontractor Executive may own less than five percent of the Company (collectively, outstanding voting securities of any publicly traded company that is a “Customer”) to cancel Competing Business so long as the Executive does not otherwise participate in such Competing Business in any order previously placed or not place any future orders with way prohibited by the Company;preceding clause. (ivc) solicit for During the term of Non-Competition, Executive will not, and will not permit any Business Entity from any then-Customer of the Company any business opportunity which is competitive or potentially competitive, to any business related to the logistics execution software and support services to the supply chain marketplace carried on by the Company or to the relationship between the Company and the Customer; (v) render for any Business Entity any service, for or without any compensation, in connection with the design, development, manufacture, marketing or sale of any product reasonably deemed competitive with any service or product then, or within six (6) months preceding the Separation Date, offered by the Company; or (vi) participate inhis affiliates to, directly or indirectly, (whether as advisor, principal, agent, partner, officer, director, recruit or otherwise solicit or induce any employee, stockholdercustomer, associate subscriber or consultant ofsupplier of the Company to terminate its employment or arrangement with the Company, otherwise change its relationship with the Company or establish any relationship with the Executive or any of his affiliates for any business purpose deemed competitive with the business of the Company. (d) The Executive acknowledges that the geographic boundaries, scope of prohibited activities, and time duration of the preceding paragraphs are reasonable in nature and are no broader than are necessary to maintain the goodwill of the Company and its affiliates and the confidentiality of their Confidential Information, and to protect the other legitimate business interests of the Company and its affiliates. (e) If any Business Entity (provided court determines that any interest portion of Executive through investment in up this Section 10 is invalid or unenforceable, the remainder of this Section 10 shall not thereby be affected and shall be given full effect without regard to an aggregate the invalid provisions. If any court construes any of two percent (2%) in the provisions of this Section 10, or any class of any person whose securities are required part thereof, to be registered under unreasonable because of the Securities Exchange Act duration or scope of 1934such provision, such court shall have the power to reduce the duration or scope of such provision and to enforce such provision as amendedso reduced. (f) As used in this Section 10, "Company" shall not be considered participation hereunder)include Atrium Corporation and any of its direct or indirect subsidiaries.

Non-Competition. Executive hereby agrees As additional consideration for the Purchase Price paid by Buyer hereunder, and in order that he will notUSL may enjoy the benefits of this Agreement, for a period of twelve (12) months following two years from the date that his employment by the Company terminates (regardless of the reason for such termination) (the date of any such termination of Executive’s employment with the Company is referred to herein as the “Separation Date”): (i) authorize his name to be used by any Business Entity; (ii) solicit for any Business Entity the employment of any individual who is then currently or was, within the six (6) months preceding the Separation Closing Date, an employee of the Company; (iii) induce on behalf of any Business Entity (A) any licensee of a Company product or service; (B) any person or entity for whom the Company provided or was to provide, within six (6) months preceding the Separation Date, maintenance or other services for a fee, pursuant to a formal agreement or otherwise; (C) any person or entity to whom, within six (6) months preceding the Separation Date, the Company had made a presentation or solicitation wholly or partially in writing, or for whom the Company had performed or provided a “savings analysis;” and (D) any joint venturer or subcontractor of the Company (collectively, a “Customer”) to cancel any order previously placed or not place any future orders with the Company; (iv) solicit for any Business Entity from any then-Customer of the Company any business opportunity which is competitive or potentially competitive, to any business related to the logistics execution software and support services to the supply chain marketplace carried on by the Company or to the relationship between the Company and the Customer; (v) render for any Business Entity any service, for or without any compensation, in connection with the design, development, manufacture, marketing or sale of any product reasonably deemed competitive with any service or product then, or within six (6) months preceding the Separation Date, offered by the Company; or (vi) participate inSeller shall not, directly or indirectly, (whether directly or indirectly, as advisoran employee, employer, contractor, consultant, agent, principal, agentshareholder, partner, corporate officer, director, or in any other individual or representative capacity, engage or participate in any business or practice within a fifteen (15) mile radius of any location in which any entity in which USL or an Affiliate of USL possesses an ownership interest provides any professional medical services, supplies, or equipment to health care service providers, that is in competition in any manner whatsoever with USL. Seller further agrees that for this same period of time, Seller shall not use or disclose to any person or entity (except as required by law) any information concerning the names and addresses of USL’s employees, customers, or patients, and shall not, on Seller’s behalf or on behalf of any other person or entity, solicit or attempt to induce any partner, employee, stockholdercustomer, associate or consultant of) any Business Entity (provided patient of USL to cease such person’s commercial relationship with USL, or otherwise interfere with the relationship between or among USL and its patients, customers, employees and/or partners. This covenant shall be construed as an agreement ancillary to the other provisions of this Agreement. Without limiting other possible remedies to USL for breach of this covenant, Seller agrees that any interest injunctive or other equitable relief will be available to enforce the covenants of Executive through investment in up to an aggregate of two percent (2%) in any class of any person whose securities are required this provision, such relief to be registered under without the Securities Exchange Act necessity of 1934posting a bond, as amendedcash, shall not or otherwise. Seller further agrees that if any restriction contained in this section 10 is held by any court to be considered participation unenforceable or unreasonable, a lesser restriction will be enforced in its place and remaining restrictions contained herein will be enforced independently of each other. Seller agrees to pay USL’s and Seller’s own attorneys’ fees, court costs, and expenses in the event that USL chooses, in its sole discretion, to enforce any provision hereunder).

Non-Competition. Executive hereby The Employee agrees that he will notthat, during his employment by the Employer hereunder and for an additional period of six (6) months after the termination of the Employee’s employment hereunder for any reason, except for a termination in connection with a Change of Control pursuant to Section 4(e) in which case the foregoing six (6) month period shall instead be the twelve (12) month period after the termination of the Employee’s employment, neither the Employee nor any corporation or other entity in which the Employee may be interested as a partner, trustee, director, officer, employee, agent, shareholder, lender of money or guarantor, or for which he performs services in any capacity (including as a consultant or independent contractor) shall at any time during such period be engaged, directly or indirectly, in any Competitive Business (as that term is hereinafter defined). The Employee shall not solicit or, if the Employee owns or has the right to acquire more than five percent (5%) of the fully-diluted equity of the employing entity or its affiliates, hire, directly or indirectly, any person that was employed by Employer during the six (6) month period immediately preceding the Employee’s termination of employment with the Employer. For purposes of this Section 5(b) the term “Competitive Business” shall mean any job, role, or specific responsibilities within a firm, company, or business organization that competes directly with the Employer’s business as in effect at the time of the Employee’s termination of employment with the Employer or in a business area planned in writing by the Employer before the Termination Date for entry within twelve (12) months following the date that his employment by the Company terminates (regardless of the reason for such termination) (Termination Date at the date time of the Employee’s termination of employment with the Employer. The foregoing prohibition shall not prevent any employment or engagement of the Employee, after termination of employment with the Employer, by any firm, company, or business organization engaged in a Competitive Business as long as the activities of any such employment or engagement, in any capacity, do not involve work on matters related to any business, product or service being developed, manufactured, marketed, distributed or planned in writing by the Employer at the time of the Employee’s termination of Executive’s employment with the Company is referred to herein as the “Separation Date”): Employer. The Employee’s ownership of no more than one percent (i1%) authorize his name to be used by any Business Entity; (ii) solicit for any Business Entity the employment of any individual who is then currently or was, within the six (6) months preceding the Separation Date, an employee of the Company; (iii) induce on behalf of any Business Entity (A) any licensee outstanding voting stock of a Company product or service; (B) any person or entity for whom publicly traded company shall not constitute a violation of this Section 5(b). The Employee is entering into this covenant not to compete in consideration of the Company provided or was agreements of the Employer in this Agreement, including but not limited to, the agreement of the Employer to provide, within six (6) months preceding pay severance to the Separation Date, maintenance or other services for Employee upon a fee, termination of employment pursuant to a formal Section 4(d) hereof and the agreement or otherwise; (C) any person or entity to whom, within six (6) months preceding the Separation Date, the Company had made a presentation or solicitation wholly or partially in writing, or for whom the Company had performed or provided a “savings analysis;” and (D) any joint venturer or subcontractor of the Company (collectively, Employer to accelerate the vesting of the Employee’s stock options and other equity-based awards upon a “Customer”) to cancel any order previously placed or not place any future orders Change of Control in accordance with the Company; (iv) solicit for any Business Entity from any then-Customer terms of the Company any business opportunity which is competitive or potentially competitive, to any business related to the logistics execution software and support services to the supply chain marketplace carried on by the Company or to the relationship between the Company and the Customer; (v) render for any Business Entity any service, for or without any compensation, in connection with the design, development, manufacture, marketing or sale of any product reasonably deemed competitive with any service or product then, or within six (6) months preceding the Separation Date, offered by the Company; or (vi) participate in, directly or indirectly, (whether as advisor, principal, agent, partner, officer, director, employee, stockholder, associate or consultant of) any Business Entity (provided that any interest of Executive through investment in up to an aggregate of two percent (2%) in any class of any person whose securities are required to be registered under the Securities Exchange Act of 1934, as amended, shall not be considered participation hereunderSection 4(d).

Non-Competition. Executive hereby agrees that he will notDuring the term of this Agreement and for any period during which Officer is receiving periodic severance payments pursuant to Section 4.2, or for a period of twelve (12) months one year following the date that his employment by the Company terminates (regardless of the reason for such termination) (the date of any such termination of Executive’s employment with the Company is referred to herein a Termination Upon a Change in Control, so long as the “Separation Date”):payments provided for in Section 4.1 are made on a timely basis: (ia) authorize his name to be used by any Business Entity; (ii) solicit for any Business Entity Officer shall not, without the employment prior written consent of any individual who is then currently or was, within the six (6) months preceding the Separation Date, an employee of the Company; (iii) induce on behalf of any Business Entity (A) any licensee of a Company product or service; (B) any person or entity for whom the Company provided or was to provide, within six (6) months preceding the Separation Date, maintenance or other services for a fee, pursuant to a formal agreement or otherwise; (C) any person or entity to whom, within six (6) months preceding the Separation Date, the Company had made a presentation or solicitation wholly or partially in writing, or for whom the Company had performed or provided a “savings analysis;” and (D) any joint venturer or subcontractor of the Company (collectively, a “Customer”) to cancel any order previously placed or not place any future orders with the Company; (iv) solicit for any Business Entity from any then-Customer of the Company any business opportunity which is competitive or potentially competitive, to any business related to the logistics execution software and support services to the supply chain marketplace carried on by the Company or to the relationship between the Company and the Customer; (v) render for any Business Entity any service, for or without any compensation, in connection with the design, development, manufacture, marketing or sale of any product reasonably deemed competitive with any service or product then, or within six (6) months preceding the Separation Date, offered by the Company; or (vi) participate inCorporation, directly or indirectly, (whether own, manage, operate, control, be connected with as advisoran officer, principal, agentemployee, partner, officerconsultant or otherwise, or otherwise engage or participate in any corporation or other business entity engaged in the business of buying, selling, developing, building and/or managing real estate facilities for the medical, healthcare and retirement sectors of the real estate industry. Officer understands and acknowledges that Corporation carries on business nationwide and that the nature of Corporation’s activities cannot be confined to a limited area. Accordingly, Officer agrees that the geographic scope of this Section 5 shall include the United States of America. Notwithstanding the foregoing, the ownership by Officer of less than 2% of any class of the outstanding capital stock of any corporation conducting such a competitive business which is regularly traded on a national securities exchange or in the over-the-counter market shall not be a violation of the foregoing covenant. (b) Simultaneously with the Effective Date and upon each anniversary of the Effective Date, Officer shall notify the Chairman of the Compensation Committee of the nature and extent of Officer’s investments, stock holdings, employment as an employee, director, employee, stockholder, associate or consultant of) any Business Entity (provided that any similar interest of Executive through investment in up to an aggregate of two percent (2%) in any business or enterprise other than Corporation; provided, however, that Officer shall have no obligation to disclose any investment under $100,000 in value or any holdings of publicly traded securities which are not in excess of one percent of the outstanding class of such securities. (c) Officer shall not contact or solicit, directly or indirectly, any customer, client, tenant or account whose identity Officer obtained through association with Corporation, regardless of the geographical location of such customer, client, tenant or account, nor shall Officer, directly or indirectly, entice or induce, or attempt to entice or induce, any employee of Corporation to leave such employ, nor shall Officer employ any such person whose securities in any business similar to or in competition with that of Corporation. Officer hereby acknowledges and agrees that the provisions set forth in this Section 5 constitute a reasonable restriction on his ability to compete with Corporation and will not adversely affect his ability to earn income sufficient to support himself and/or his family. (d) The parties hereto agree that, in the event a court of competent jurisdiction shall determine that the geographical or durational elements of this covenant are required unenforceable, such determination shall not render the entire covenant unenforceable. Rather, the excessive aspects of the covenant shall be reduced to be registered under the Securities Exchange Act of 1934threshold which is enforceable, as amended, and the remaining aspects shall not be considered participation hereunder)affected thereby.

Non-Competition. Executive hereby 4.1. Both Company and Employee acknowledge Employee's right for freedom of occupation whilst protecting the Company's legitimate interests. Therefore Employee agrees that he will notand undertakes that, so long as Employee is employed by the Company and for a period of twelve (12) months following the date that his employment by the Company terminates (regardless of the reason for such termination) (the date of any such termination of Executive’s Employee's employment with the Company is referred to herein as the “Separation Date”): (i) authorize his name to be used by any Business Entity; (ii) solicit for any Business Entity the employment of any individual who is then currently or waswhatever reason, within the six (6) months preceding the Separation Date, an employee of the Company; (iii) induce on behalf of any Business Entity (A) any licensee of a Company product or service; (B) any person or entity for whom the Company provided or was to provide, within six (6) months preceding the Separation Date, maintenance or other services for a fee, pursuant to a formal agreement or otherwise; (C) any person or entity to whom, within six (6) months preceding the Separation Date, the Company had made a presentation or solicitation wholly or partially in writing, or for whom the Company had performed or provided a “savings analysis;” and (D) any joint venturer or subcontractor of the Company (collectively, a “Customer”) to cancel any order previously placed or not place any future orders with the Company; (iv) solicit for any Business Entity from any then-Customer of the Company any business opportunity which is competitive or potentially competitive, to any business related to the logistics execution software and support services to the supply chain marketplace carried on by the Company or to the relationship between the Company and the Customer; (v) render for any Business Entity any service, for or without any compensation, in connection with the design, development, manufacture, marketing or sale of any product reasonably deemed competitive with any service or product then, or within six (6) months preceding the Separation Date, offered by the Company; or (vi) participate inEmployee will not, directly or indirectly, (whether as advisorowner, partner, joint venturer, stockholder, employee, broker, agent, principal, agenttrustee, partner, corporate officer, director, employeelicensor or in any capacity whatsoever engage in, stockholderbecome financially interested in, associate be employed by, or consultant of) otherwise render services to, any Business Entity (provided business or venture that is engaged in any interest activities involving products, information, processes, technology or equipment that are or could reasonably and imminently be competitive to those of Executive through investment the Company or any of its subsidiaries or affiliates; provided, however, that Employee may own any securities of any corporation which is engaged in up such business and is publicly owned and traded but in an amount not to an aggregate exceed at any one time one percent of two percent (2%) in any class of stock or securities of such company, and so long as Employee has no role in the publicly owned and traded company as director, employee, consultant or otherwise. Employee agrees and understand that his Salary (set forth in Exhibit A) includes adequate compensation for his undertakings in this Section 4.1 and is about 20% higher than it would have been should the Employee had not taken said undertakings. 4.2. Employee agrees and undertakes that during the period of Employee's employment and for a period of twenty four (24) months following termination, Employee will not, directly or indirectly, including personally or in any business in which Employee is an officer, director or shareholder, for any purpose or in any place, solicit for employment or employ any person whose securities are required employed by the Company (or retained by the Company as a consultant, if such consultant is prevented thereby from continuing to render its services to the Company) on the date of such termination or during the preceding twelve (12) months. 4.3. If any one or more of the terms contained in this Section 4 shall for any reason be held to be registered under excessively broad with regard to time, geographic scope or activity, the Securities Exchange Act of 1934, as amended, term shall not be considered participation hereunder)construed in a manner to enable it to be enforced to the extent compatible with applicable Israeli law.

Non-Competition. Executive hereby (a) The Employee agrees that his services to the Company are of a special, unique, extraordinary and intellectual character, and his position with the Company places him in a position of confidence and trust with the employees and customers of the Company and its affiliates. Consequently, the Employee agrees that it is reasonable and necessary for the protection of the goodwill, intellectual property, trade secrets, designs, proprietary information and business of the Company that the Employee make the covenants contained herein (collectively the “Noncompete Covenants”). Accordingly, the Employee agrees that, during the period of the Employee’s employment hereunder and for the period of: (a) one (1) year immediately following the expiration of this Agreement or the termination of his employment hereunder for cause under Paragraph 6(a) of this Agreement; or (b) the remainder of the Initial Term of this Agreement plus one (1) year upon the voluntary termination of this Agreement by Employee pursuant to Paragraph 6(b), he will shall not, directly or indirectly: (i) own, operate, manage or be employed by or affiliated with any person or entity that engages in any business then being engaged in by the Company or its subsidiaries or affiliates in the geographic area in which the Company conducts its business at the time of such termination (collectively, the “Integrated Companies”); or (ii) attempt in any manner to solicit from any customer or supplier of the Integrated Companies, business of the type performed for or by the Integrated Companies or persuade any customer or supplier of the Integrated Companies to cease to do business or to reduce the amount of business which any such customer or supplier has customarily done with the Integrated Companies, whether or not the relationship between the Integrated Companies and such customer or supplier was originally established in whole or in part through his efforts; or (iii) employ as an employee or retain as a period consultant, or persuade or attempt to persuade any person who is at the Date of Termination or at any time during the preceding year was an employee of or exclusive consultant to the Integrated Companies to leave the Integrated Companies or to become employed as an employee or retained as a consultant by anyone other than the Integrated Companies. (iv) (whether alone or as a partner or joint venturer with any other person or entity, or as a shareholder, employee, consultant or agent of any corporation or company or as a trustee of any trust): (a) employ or retain any individual who is or was an employee or officer of the Integrated Companies during the twelve (12) months following month period immediately preceding the date that his employment by the Company terminates (regardless of the reason for such termination) (the date of any such termination of Executive’s employment with the Company is referred to herein as the “Separation Date”): (i) authorize his name to be used by any Business Entity; (ii) solicit for any Business Entity the employment of any individual who is then currently or was, within the six (6) months preceding the Separation Date, an employee of the Company; (iii) induce on behalf of any Business Entity (A) any licensee of a Company product or service; (B) any person or entity for whom the Company provided or was to provide, within six (6) months preceding the Separation Date, maintenance or other services for a fee, pursuant to a formal agreement or otherwise; (C) any person or entity to whom, within six (6) months preceding the Separation Date, the Company had made a presentation or solicitation wholly or partially in writing, or for whom the Company had performed or provided a “savings analysis;” and (D) any joint venturer or subcontractor of the Company (collectively, a “Customer”) to cancel any order previously placed or not place any future orders with the Company; (iv) solicit for any Business Entity from any then-Customer of the Company any business opportunity which is competitive or potentially competitive, to any business related to the logistics execution software and support services to the supply chain marketplace carried on by the Company or to the relationship between the Company and the Customer; (v) render for any Business Entity any service, for or without any compensation, in connection with the design, development, manufacture, marketing or sale of any product reasonably deemed competitive with any service or product then, or within six (6) months preceding the Separation Date, offered by the Companyhereof; or (vib) participate incontact, directly solicit or indirectly, (whether as advisor, principal, agent, partner, officer, director, employee, stockholder, associate or consultant of) any Business Entity (provided that any interest of Executive through investment assist in up to an aggregate of two percent (2%) in any class the solicitation of any person whose securities are required individual described in subparagraph (a) above for the purpose of employing him or obtaining his services for hire or otherwise causing him to be registered under leave his employment or engagement with the Securities Exchange Act of 1934, as amended, shall not be considered participation hereunder)Company.

Non-Competition. Executive hereby agrees that he will not, for a period of twelve (12a) months following the date that his employment by the Company terminates (regardless of the reason for such termination) (the date of Upon any such termination of Executive’s employment hereunder, other than a termination, (whether by resignation, voluntary or involuntary) in connection with a Change in Control, as a result of which the Bank is paying Executive benefits under Section 6 of this Agreement, Executive agrees not to compete with the Bank and/or the Company is referred to herein as the “Separation Date”): for a period of one (i1) authorize his name to be used by any Business Entity; year following such termination within twenty-five (ii25) solicit for any Business Entity the employment miles of any individual who is then currently or was, within the six (6) months preceding the Separation Date, an employee existing branch of the Company; Bank or any subsidiary of the Company or within twenty-five (iii25) induce on behalf miles of any Business Entity (A) any licensee of a Company product or service; (B) any person or entity office for whom which the Bank, the Company provided or was a Bank subsidiary of the Company has filed an application for regulatory approval to provideestablish an office, within six (6) months preceding determined as of the Separation Dateeffective date of such termination, maintenance or other services for a fee, except as agreed to pursuant to a formal agreement or otherwise; (C) any person or entity to whom, within six (6) months preceding the Separation Date, the Company had made a presentation or solicitation wholly or partially in writing, or for whom the Company had performed or provided a “savings analysis;” and (D) any joint venturer or subcontractor of the Company (collectively, a “Customer”) to cancel any order previously placed or not place any future orders with the Company; (iv) solicit for any Business Entity from any then-Customer of the Company any business opportunity which is competitive or potentially competitive, to any business related to the logistics execution software and support services to the supply chain marketplace carried on resolution duly adopted by the Company or to the relationship between the Company Board. Executive agrees that during such period and the Customer; (v) render for any Business Entity any servicewithin said area, cities, towns and counties, Executive shall not work for or without any compensationadvise, in connection with the design, development, manufacture, marketing consult or sale of any product reasonably deemed competitive with any service or product then, or within six (6) months preceding the Separation Date, offered by the Company; or (vi) participate inotherwise serve with, directly or indirectly, (whether as advisorany entity whose business materially competes with the depository, principallending or other business activities of the Bank and/or the Company. The parties hereto, agentrecognizing that irreparable injury will result to the Bank and/or the Company, partnerits business and property in the event of Executive’s breach of this Subsection 11(a) agree that in the event of any such breach by Executive, officerthe Bank and/or the Company will be entitled, directorin addition to any other remedies and damages available, employee, stockholder, associate or consultant of) any Business Entity (provided that any interest of Executive through investment in up to an aggregate injunction to restrain the violation hereof by Executive, Executive’s partners, agents, servants, employers, employees and all persons acting for or with Executive. Executive represents and admits that Executive’s experience and capabilities are such that Executive can obtain employment in a business engaged in other lines and/or of two percent a different nature than the Bank and/or the Company, and that the enforcement of a remedy by way of injunction will not prevent Executive from earning a livelihood. Nothing herein will be construed as prohibiting the Bank and/or the Company from pursuing any other remedies available to the Bank and/or the Company for such breach or threatened breach, including the recovery of damages from Executive. (2%b) in Executive recognizes and acknowledges that the knowledge of the business activities and plans for business activities of the Bank and affiliates thereof, as it may exist from time to time, is a valuable, special and unique asset of the business of the Bank. Executive will not, during or after the term of his employment, disclose any class knowledge of the past, present, planned or considered business activities of the Bank or affiliates thereof to any person whose securities are person, firm, corporation, or other entity for any reason or purpose whatsoever (except for such disclosure as may be required to be registered under provided to any federal banking agency with jurisdiction over the Securities Exchange Act Bank or Executive). Notwithstanding the foregoing, Executive may disclose any knowledge of 1934banking, financial and/or economic principles, concepts or ideas which are not solely and exclusively derived from the business plans and activities of the Bank, and Executive may disclose any information regarding the Bank or the Company which is otherwise publicly available. In the event of a breach or threatened breach by Executive of the provisions of this Section, the Bank will be entitled to an injunction restraining Executive from disclosing, in whole or in part, the knowledge of the past, present, planned or considered business activities of the Bank or affiliates thereof, or from rendering any services to any person, firm, corporation, other entity to whom such knowledge, in whole or in part, has been disclosed or is threatened to be disclosed. Nothing herein will be construed as amendedprohibiting the Bank from pursuing any other remedies available to the Bank for such breach or threatened breach, shall not be considered participation hereunder)including the recovery of damages from Executive.

Non-Competition. Executive hereby agrees that he will not, for a period of twelve (12a) months following the date that his employment by the Company terminates (regardless of the reason for such termination) (the date of Upon any such termination of Executive’s employment with hereunder, other than a termination (whether voluntary or involuntary) following a Change in Control), as a result of which the Company is referred paying Executive benefits under Section 6 of this Agreement, Executive agrees not to herein as compete with the “Separation Date”): Bank and/or the Company for a period of one (i1) authorize his name to be used by any Business Entity; year following such termination within twenty-five (ii25) solicit for any Business Entity the employment miles of any individual who is then currently or was, within the six (6) months preceding the Separation Date, an employee existing branch of the Company; Bank or any subsidiary of the Company or within twenty-five (iii25) induce on behalf miles of any Business Entity (A) any licensee of a Company product or service; (B) any person or entity office for whom which the Bank, the Company provided or was a Bank subsidiary of the Company has filed an application for regulatory approval to provideestablish an office, within six (6) months preceding determined as of the Separation Dateeffective date of such termination, maintenance or other services for a fee, except as agreed to pursuant to a formal agreement or otherwise; (C) any person or entity to whom, within six (6) months preceding the Separation Date, the Company had made a presentation or solicitation wholly or partially in writing, or for whom the Company had performed or provided a “savings analysis;” and (D) any joint venturer or subcontractor of the Company (collectively, a “Customer”) to cancel any order previously placed or not place any future orders with the Company; (iv) solicit for any Business Entity from any then-Customer of the Company any business opportunity which is competitive or potentially competitive, to any business related to the logistics execution software and support services to the supply chain marketplace carried on resolution duly adopted by the Company or to the relationship between the Company Board. Executive agrees that during such period and the Customer; (v) render for any Business Entity any servicewithin said area, cities, towns and counties, Executive shall not work for or without any compensationadvise, in connection with the design, development, manufacture, marketing consult or sale of any product reasonably deemed competitive with any service or product then, or within six (6) months preceding the Separation Date, offered by the Company; or (vi) participate inotherwise serve with, directly or indirectly, (whether as advisorany entity whose business materially competes with the depository, principallending or other business activities of the Bank and/or the Company. The parties hereto, agentrecognizing that irreparable injury will result to the Bank and/or the Company, partnerits business and property in the event of Executive’s breach of this Subsection 12(a) agree that in the event of any such breach by Executive, officerthe Bank and/or the Company will be entitled, directorin addition to any other remedies and damages available, employee, stockholder, associate or consultant of) any Business Entity (provided that any interest of Executive through investment in up to an aggregate injunction to restrain the violation hereof by Executive, Executive’s partners, agents, servants, employers, employees and all persons acting for or with Executive. Executive represents and admits that Executive’s experience and capabilities are such that Executive can obtain employment in a business engaged in other lines and/or of two percent a different nature than the Bank and/or the Company, and that the enforcement of a remedy by way of injunction will not prevent Executive from earning a livelihood. Nothing herein will be construed as prohibiting the Bank and/or the Company from pursuing any other remedies available to the Bank and/or the Company for such breach or threatened breach, including the recovery of damages from Executive. (2%b) in Executive recognizes and acknowledges that the knowledge of the business activities and plans for business activities of the Company and affiliates thereof, as it may exist from time to time, is a valuable, special and unique asset of the business of the Company. Executive will not, during or after the term of his employment, disclose any class knowledge of the past, present, planned or considered business activities of the Company or affiliates thereof to any person whose securities are person, firm, corporation, or other entity for any reason or purpose whatsoever (except for such disclosure as may be required to be registered under provided to any federal banking agency with jurisdiction over the Securities Exchange Act Company or Executive). Notwithstanding the foregoing, Executive may disclose any knowledge of 1934banking, financial and/or economic principles, concepts or ideas which are not solely and exclusively derived from the business plans and activities of the Company, and Executive may disclose any information regarding the Bank or the Company which is otherwise publicly available. In the event of a breach or threatened breach by Executive of the provisions of this Section, the Company will be entitled to an injunction restraining Executive from disclosing, in whole or in part, the knowledge of the past, present, planned or considered business activities of the Company or affiliates thereof, or from rendering any services to any person, firm, corporation, other entity to whom such knowledge, in whole or in part, has been disclosed or is threatened to be disclosed. Nothing herein will be construed as amendedprohibiting the Company from pursuing any other remedies available to the Company for such breach or threatened breach, shall not be considered participation hereunder)including the recovery of damages from Executive.

Non-Competition. Executive hereby The Company agrees to provide Employee with Confidential Information which, if disclosed, would assist in competition against the Company and that the Employee will also generate goodwill for the Company in the course of the Employee’s employment. Therefore, the Employee agrees that he will notthe following restrictions on the Employee’s activities during and after the Employee’s employment are necessary to protect the goodwill, Confidential Information and other legitimate interests of the Company: (i) While the Employee is employed by the Company and for a period of twelve (12) months following thereafter, the date that his employment by the Company terminates Employee shall not, directly or indirectly, whether as owner, partner, investor, consultant, agent, employee, co-venturer or otherwise (regardless of the reason for such termination) (the date of any such termination of Executive’s employment collectively, a “Competitive Role”), actively compete with the Company or any of its Affiliates or undertake any planning for any business that is referred to herein Competitive (as defined in the Company’s in the Company’s Employee Proprietary Invention Agreement (“Separation DateEPIA”): (i) authorize his name to be used by any Business Entity;with the Company or its Affiliates. (ii) solicit for any Business Entity The Employee agrees that during the twelve (12) months immediately following Employee’s resignation of employment of any individual who is then currently or was, within the during six (6) months preceding following an involuntary termination of the Separation DateEmployee’s employment without Cause, an the Employee will not, directly or through any other Person, (A) hire any employee of the Company; (iii) induce on behalf Company or any of its Affiliates or seek to persuade any Business Entity (A) employee of the Company or any licensee of a Company product or service; its Affiliates to discontinue employment, (B) solicit or encourage any person or entity for whom customer of the Company provided or was any of its Affiliates or independent contractor providing services to provide, within six (6) months preceding the Separation Date, maintenance Company or other services for a fee, pursuant any of its Affiliates to a formal agreement terminate or otherwise; diminish its relationship with them or (C) seek to persuade any person customer or entity to whom, within six (6) months preceding the Separation Date, the Company had made a presentation or solicitation wholly or partially in writing, or for whom the Company had performed or provided a “savings analysis;” and (D) any joint venturer or subcontractor active prospective customer of the Company (collectively, a “Customer”) or any of its Affiliates to cancel any order previously placed or not place any future orders conduct with the Company; (iv) solicit for any Business Entity from any then-Customer of the Company anyone else any business opportunity which is competitive or potentially competitive, activity that such customer or prospective customer conducts or could reasonably be expected to any business related to the logistics execution software and support services to the supply chain marketplace carried on by conduct with the Company or to the relationship between the Company and the Customer; (v) render for any Business Entity any service, for or without any compensation, in connection with the design, development, manufacture, marketing or sale of any product reasonably deemed competitive with any service or product then, or within six (6) months preceding the Separation Date, offered by the Company; or (vi) participate in, directly or indirectly, (whether as advisor, principal, agent, partner, officer, director, employee, stockholder, associate or consultant of) any Business Entity (provided its Affiliates at that any interest of Executive through investment in up to an aggregate of two percent (2%) in any class of any person whose securities are required to be registered under the Securities Exchange Act of 1934, as amended, shall not be considered participation hereunder)time.

Non-Competition. Executive hereby 4.1 Employee acknowledges and recognizes the highly competitive nature of the business of Employer and its affiliates and accordingly agrees as follows: during the Employment Term and until the date that he is one year after the date that Employee ceases employment with Employer (such term period hereinafter referred to as the "Noncompetition Period"), Employee will not, for a period of twelve (12) months following the date that his employment by the Company terminates (regardless of the reason for such termination) (the date of any such termination of Executive’s employment with the Company is referred to herein as the “Separation Date”): (i) authorize his name to be used by any Business Entity; (ii) solicit for any Business Entity the employment of any individual who is then currently or was, within the six (6) months preceding the Separation Date, an employee United States of the Company; (iii) induce on behalf of any Business Entity (A) any licensee of a Company product or service; (B) any person or entity for whom the Company provided or was to provide, within six (6) months preceding the Separation Date, maintenance or other services for a fee, pursuant to a formal agreement or otherwise; (C) any person or entity to whom, within six (6) months preceding the Separation Date, the Company had made a presentation or solicitation wholly or partially in writing, or for whom the Company had performed or provided a “savings analysis;” and (D) any joint venturer or subcontractor of the Company (collectively, a “Customer”) to cancel any order previously placed or not place any future orders with the Company; (iv) solicit for any Business Entity from any then-Customer of the Company any business opportunity which is competitive or potentially competitive, to any business related to the logistics execution software and support services to the supply chain marketplace carried on by the Company or to the relationship between the Company and the Customer; (v) render for any Business Entity any service, for or without any compensation, in connection with the design, development, manufacture, marketing or sale of any product reasonably deemed competitive with any service or product then, or within six (6) months preceding the Separation Date, offered by the Company; or (vi) participate inAmerica, directly or indirectly, (whether as advisorown, principalmanage, agentoperate, partnercontrol, officer, director, employee, stockholder, associate be employed by or consultant of) any Business Entity (provided that any interest of Executive through investment in up to an aggregate of two percent (2%) be connected in any class manner with the ownership (other than passive investments of not more than one percent of the outstanding shares of, or any other equity interest in, any company or entity listed or traded on a national securities exchange or in an over-the-counter securities market), management, operation, or control of any business engaged in the production and/or marketing of dry pasta for human consumption. Notwithstanding any provision of this Agreement to the contrary, if Employee is employed by Employer, any breach of the provisions of this Section 4.1 shall permit Employer to terminate the employment of Employee for Cause (as defined below), and, whether or not Employee is employed by Employer, from and after any breach by Employee of the provisions of this Section 4.1, Employer shall cease to have any obligations to make payments to Employee under this Agreement. 4.2 During the Noncompetition Period, Employee will not directly or indirectly induce any employee of Employer or any of its affiliates to engage in any activity in which Employee is prohibited from engaging by Section 4.1 above or to terminate his employment with Employer or any of its affiliates, will not directly or indirectly assist others in engaging in any of the activities in which Employee is prohibited from engaging by Section 4.1 above, and will not directly or indirectly employ or offer employment to any person whose securities are who was employed by Employer or any of its affiliates unless such person shall have ceased to be employed by Employer or any of its affiliates for a period of at least 12 months. 4.3 In addition to any payments Employer is required to make pursuant to Section 7 hereof, Employer and Employee hereby agree that Employer may, in its sole discretion, continue to pay to Employee his Base Salary during the Noncompetition Period. During such period of continued payment, if any, Employee agrees to be registered under the Securities Exchange Act of 1934available, as amendedconsistent with other responsibilities that he may then have, shall not be considered participation hereunder)to answer questions and provide advice to Employer.

Non-Competition. Executive hereby The Company agrees to provide Employee with Confidential Information which, if disclosed, would assist in competition against the Company and that the Employee will also generate goodwill for the Company in the course of the Employee’s employment. Therefore, the Employee agrees that he will the following restrictions on the Employee’s activities during and after the Employee’s employment are necessary to protect the goodwill, Confidential Information and other legitimate interests of the Company: (i) While the Employee is employed by the Company the Employee shall not, directly or indirectly, whether as owner, partner, investor, consultant, agent, employee, co-venturer or otherwise (collectively, a “Competitive Role”), actively compete with the Company or any of its subsidiaries or undertake any planning for a period of any business that is Competitive (as defined in the Company’s in the Company’s Proprietary Invention Agreement) with the Company or its subsidiaries. (ii) The Employee agrees that during the twelve (12) months immediately following the date that his Employee’s resignation of employment by the Company terminates (regardless of the reason for such termination) (the date of any such termination of Executive’s employment with the Company is referred to herein as the “Separation Date”): (i) authorize his name to be used by any Business Entity; (ii) solicit for any Business Entity the employment of any individual who is then currently or was, within the during six (6) months preceding following an involuntary termination of the Separation DateEmployee’s employment without Cause, an the Employee will not, directly or through any other Person, (A) hire any employee of the Company; (iii) induce on behalf Company or any of its subsidiaries or seek to persuade any Business Entity (A) employee of the Company or any licensee of a Company product or service; its subsidiaries to discontinue employment, (B) solicit or encourage any person or entity for whom customer of the Company provided or was any of its subsidiaries or independent contractor providing services to provide, within six (6) months preceding the Separation Date, maintenance Company or other services for a fee, pursuant any of its subsidiaries to a formal agreement terminate or otherwise; diminish its relationship with them or (C) seek to persuade any person customer or entity to whom, within six (6) months preceding the Separation Date, the Company had made a presentation or solicitation wholly or partially in writing, or for whom the Company had performed or provided a “savings analysis;” and (D) any joint venturer or subcontractor active prospective customer of the Company (collectively, a “Customer”) or any of its subsidiaries to cancel any order previously placed or not place any future orders conduct with the Company; (iv) solicit for any Business Entity from any then-Customer of the Company anyone else any business opportunity which is competitive or potentially competitive, activity that such customer or prospective customer conducts or could reasonably be expected to any business related to the logistics execution software and support services to the supply chain marketplace carried on by conduct with the Company or to the relationship between the Company and the Customer; (v) render for any Business Entity any service, for or without any compensation, in connection with the design, development, manufacture, marketing or sale of any product reasonably deemed competitive with any service or product then, or within six (6) months preceding the Separation Date, offered by the Company; or (vi) participate in, directly or indirectly, (whether as advisor, principal, agent, partner, officer, director, employee, stockholder, associate or consultant of) any Business Entity (provided its subsidiaries at that any interest of Executive through investment in up to an aggregate of two percent (2%) in any class of any person whose securities are required to be registered under the Securities Exchange Act of 1934, as amended, shall not be considered participation hereunder)time.

Non-Competition. The Executive acknowledges and recognizes the highly competitive nature of the businesses of the Corporation, the amount of sensitive and confidential information involved in the discharge of the Executive’s position with the Corporation, and the harm to the Corporation that would result if such knowledge or expertise was disclosed or made available to a competitor. Based on that understanding, the Executive hereby expressly agrees as follows: (a) As a result of the particular nature of the Executive’s relationship with the Corporation, in the capacities identified earlier in this Agreement, for the Term of Employment, the Executive hereby agrees that he Executive will not, for a period of twelve (12) months following the date that his employment by the Company terminates (regardless of the reason for such termination) (the date of any such termination of Executive’s employment with the Company is referred to herein as the “Separation Date”): (i) authorize his name to be used by any Business Entity; (ii) solicit for any Business Entity the employment of any individual who is then currently or was, within the six (6) months preceding the Separation Date, an employee of the Company; (iii) induce on behalf of any Business Entity (A) any licensee of a Company product or service; (B) any person or entity for whom the Company provided or was to provide, within six (6) months preceding the Separation Date, maintenance or other services for a fee, pursuant to a formal agreement or otherwise; (C) any person or entity to whom, within six (6) months preceding the Separation Date, the Company had made a presentation or solicitation wholly or partially in writing, or for whom the Company had performed or provided a “savings analysis;” and (D) any joint venturer or subcontractor of the Company (collectively, a “Customer”) to cancel any order previously placed or not place any future orders with the Company; (iv) solicit for any Business Entity from any then-Customer of the Company any business opportunity which is competitive or potentially competitive, to any business related to the logistics execution software and support services to the supply chain marketplace carried on by the Company or to the relationship between the Company and the Customer; (v) render for any Business Entity any service, for or without any compensation, in connection with the design, development, manufacture, marketing or sale of any product reasonably deemed competitive with any service or product then, or within six (6) months preceding the Separation Date, offered by the Company; or (vi) participate in, directly or indirectly, (whether i) engage in any business for the Executive’s own account or otherwise derive any personal benefit from any business that competes with the business of the Corporation or any of its affiliates (the Corporation and its affiliates are referred to, collectively, as advisorthe “Company Group”), (ii) enter the employ of, or render any services to, any person engaged in any business that competes with the business of any entity within the Company Group, (iii) acquire a financial interest in any person engaged in any business that competes with the business of any entity within the Company Group, directly or indirectly, as an individual, partner, member, shareholder, officer, director, principal, agent, partnertrustee or consultant, officeror (iv) interfere with business relationships (whether formed before or after the Effective Date) between the Corporation, directorany of its respective affiliates or subsidiaries, employeeand any customers, stockholdersuppliers, associate officers, employees, partners, members or consultant investors of any entity within the Company Group. For purposes of this Agreement, businesses in competition with the Company Group shall include, without limitation, businesses which any entity within the Company Group may conduct operations, and any businesses which any entity within the Company Group has specific plans to conduct operations in the future and as to which the Executive is aware of such planning, whether or not such businesses have or have not as of that date commenced operations. (b) Notwithstanding anything to the contrary in this Agreement, the Executive may, directly or indirectly, own, solely as an investment, securities of any Person, other than a business that competes with the business of the Company Group, which are publicly traded on a national or regional stock exchange or on the over-the-counter market if the Executive (i) is not a controlling Person of, or a member of a group that controls, such Person, and (ii) any Business Entity (provided that any interest of Executive through investment in up to an aggregate of two does not, directly or indirectly, beneficially own one percent (21%) in or more of any class of securities of such Person. Executive may indirectly, through a mutual or exchange traded fund, own, solely as an investment, securities of a business that competes with the business of the Company Group, which are publicly traded on a national or regional stock exchange or on the over-the-counter market if the Executive (i) is not a controlling Person of, or a member of a group that controls, such Person, and (ii) does not, directly or indirectly, beneficially own one percent (1%) or more of any person whose class of securities are required of such business. For purposes of this Section 6(b), “Person” shall have the meaning ascribed to be registered under such terms in Section 3(a)(9) of the Securities Exchange Act of 1934and used in Sections 13(d) and 14(d) thereof, including a “group” as amended, shall not be considered participation hereunder)described in Section 13(d) thereof.

Non-Competition. Executive hereby Employee agrees that he will not, at all times during Employee’s employment and for a period of twelve (12) months the periods set forth below following the date that his conclusion of Employee’s employment from the Company or its successor for any reason, whether Termination is by the Company terminates (regardless or by the Employee, Employee shall: i. Not, without prior express written consent of the reason for such termination) (Board, compete with the date Company or any of its subsidiaries or affiliates in any such termination lines of Executivebusiness in which the Company, its subsidiaries and affiliates is engaged or intends to be engaged within six months of the last day of Employee’s employment with the Company is referred to herein as Company, from or while located at any place of business within the “Separation Date”): (i) authorize his name to be used by any Business Entity; (ii) solicit for any Business Entity State of Maryland or the employment Commonwealth of Virginia or otherwise within a one hundred mile radius of any individual who is then currently or was, within the six (6) months preceding the Separation Date, an employee office of the Company; (iii) induce on behalf of any Business Entity (A) any licensee of a Company product , its subsidiaries or service; (B) any person or entity for whom the Company provided or was to provideaffiliates, within six (6) months preceding the Separation Date, maintenance or other services for a fee, pursuant to a formal agreement or otherwise; (C) any person or entity to whom, within six (6) months preceding the Separation Date, the Company had made a presentation or solicitation wholly or partially in writing, or for whom the Company had performed or provided a “savings analysis;” and (D) any joint venturer or subcontractor of the Company (collectively, a “Customer”) to cancel any order previously placed or not place any future orders with the Company; (iv) solicit for any Business Entity from any then-Customer of the Company any business opportunity which is competitive or potentially competitive, to any business related to the logistics execution software and support services to the supply chain marketplace carried on by the Company or to the relationship between the Company and the Customer; (v) render for any Business Entity any service, for or without any compensation, in connection with the design, development, manufacture, marketing or sale of any product reasonably deemed competitive with any service or product then, or within six (6) months preceding the Separation Date, offered by the Company; or (vi) participate in, directly or indirectly, (whether as advisor, principal, agentan employee, partner, member, consultant, officer, director, employeesole proprietor, stockholder, associate independent contractor or consultant of) any Business Entity (provided that any interest of Executive through investment in up to an aggregate of two percent (2%) in any class agent of any person whose or entity. Nothing herein shall prohibit the Executive from being a passive owner of not more than five percent (5%) of the outstanding securities are required of any publicly traded company or mutual fund that constitutes a Competing Company, so long as the Executive has no active participation in the business of such company and ii. Not solicit any person, government branch, office, agency or department, business enterprise, corporation, company, partnership, proprietorship or other entity which is a customer of, or has procured goods or services from, the Company, its subsidiaries or affiliates within six months of his/her last day of employment with the Company, whether to be registered under sell, offer to sell, provide or offer to provide any goods or services that directly compete with the Securities Exchange Act Company, its subsidiaries or affiliates; and iii. Not solicit, offer to hire or to retain any person who is or was an employee, consultant, independent contractor, officer or director of 1934the Company, its subsidiaries or affiliates at any time during the six month period before or after his/her last date of employment with the Company, whether Employee acts in the capacity as amendedan employee, shall not be considered participation hereunder)agent, director or officer of any other person or entity or on his/her own behalf.

Non-Competition. Executive hereby agrees that he will (a) During the three (3) year-period following the Closing (such period, the “Non-Competition Period”), in further consideration of the amounts to be paid directly to the Company pursuant to the Tranches Agreements and indirectly benefiting ▇▇▇▇▇▇ through, among other things, his ownership of the ▇▇▇▇▇▇ Stock, ▇▇▇▇▇▇ shall not, for a period and shall cause its Affiliates not to, directly or indirectly, alone or in concert with others, engage in, participate in or otherwise assist (whether as an owner, officer, partner, principal, joint venturer, equityholder, director, member, manager, investor, lender, employee, agent, independent contractor, consultant or otherwise) any other Person that engages in the same industry of twelve (12) months following the date that his employment by the Company terminates or its Subsidiaries or otherwise competes against any of Purchaser, the Company or any of their respective Affiliates anywhere in the world; provided, that nothing herein shall prohibit ▇▇▇▇▇▇ or any of ▇▇▇▇▇▇’▇ Affiliates from being a passive owner of not more than three percent (regardless 3%) of the reason for such termination) (the date outstanding stock of any class of a publicly-traded corporation so long as none of such termination Persons has any active participation in the business of Executive’s employment such corporation; and further provided that nothing herein shall prohibit ▇▇▇▇▇▇ or any of ▇▇▇▇▇▇’▇ Affiliates from owning and operating the Permitted Ventures and the business of RISE, subject to the following requirements with the Company is referred respect to herein as the “Separation Date”):RISE: (i) authorize his name Prior to the closing of the RISE Transaction, RISE shall not expand its current level of business activity, and, following the closing of the RISE Transaction, the Company and its Subsidiaries shall have no responsibility to RISE for capital, guarantees or loans, and sharing of human resource and office space will be used by any Business Entitymutually agreed upon among the Company, RISE and Purchaser; (ii) solicit for any Business Entity the employment of any individual who is then currently or was, within the six (6) months preceding the Separation Date, RISE shall operate as an employee of the Company;independent introducing broker and not as a clearing broker, (iii) induce on behalf RISE shall introduce, execute and clear all of any Business Entity its client orders through ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & Co., Inc. (A) any licensee “MSCO”), as long as MSCO can support the business of a Company product or service; (B) any person or entity RISE for whom the Company provided or was to provide, within six (6) months preceding the Separation Date, maintenance or other services for a fee, pursuant to a formal agreement or otherwise; (C) any person or entity to whom, within six (6) months preceding the Separation Date, the Company had made a presentation or solicitation wholly or partially in writing, or for whom the Company had performed or provided a “savings analysis;” and (D) any joint venturer or subcontractor of the Company (collectively, a “Customer”) to cancel any order previously placed or not place any future orders with the CompanyNon-Competition Period; (iv) solicit for any Business Entity from any then-Customer RISE shall have the focus of becoming a women and minority owned and operated company, targeting only such strategic investors to achieve the Company any business opportunity which is competitive or potentially competitive, to any business related to the logistics execution software and support services to the supply chain marketplace carried on by the Company or to the relationship between the Company and the Customermission; (v) render for Any Contract or agreement between RISE and the Company or any Business Entity any service, for or without any compensation, in connection with the design, development, manufacture, marketing or sale of any product reasonably deemed competitive with any service or product then, or within six (6) months preceding the Separation Date, offered its Subsidiaries shall require prior approval by the CompanyPurchaser; orand (vi) participate inRISE shall not solicit any current customers of the Company and its Subsidiaries, directly or indirectly, (whether as advisor, principal, agent, partner, officer, director, employee, stockholder, associate or consultant of) any Business Entity (provided that RISE may accept such customers of the Company that choose to voluntarily open accounts at RISE without RISE having breached this Section 5(a)(vi). (b) If, at the time of enforcement of the covenants contained in this Section 5 (“Non-Compete Covenant”), any interest court located in New York or other courts of Executive through competent jurisdiction (collectively, the “Courts”) holds that the duration, scope or territory stated herein are unreasonable under circumstances then existing or is otherwise unenforceable, the Parties hereby waive any and all rights to claim that the Non-Compete Covenant, in whole or in part, is null, void and of no effect, and agree that the maximum duration, scope or area as determined by the Courts and/or as permitted by applicable Law shall be applied in the construction, interpretation, and/or enforcement of the Non-Compete Covenant. ▇▇▇▇▇▇ has consulted with legal counsel regarding the Non-Compete Covenant and has determined and hereby acknowledges that the Non-Compete Covenant is reasonable in terms of duration, scope and area restrictions and is necessary to protect the goodwill of the Company’s businesses and the substantial investment in up to an aggregate of two percent (2%) in any class of any person whose securities are required to be registered made by Purchaser under the Securities Exchange Act Tranches Agreements. (c) ▇▇▇▇▇▇ acknowledges that he has carefully read, given careful consideration to, and is in full accord as to the necessity of 1934the restraints imposed by this Section 5 for the reasonable and proper protection of the business strategies, employee and customer relationships and goodwill of the business of the Company Group and the shares of Common Stock being acquired by Purchaser. ▇▇▇▇▇▇ acknowledges and agrees that the Non-Compete Covenant substantially covers the activities that comprise the market in which the business of the Company Group is currently conducted. ▇▇▇▇▇▇ further acknowledges that its agreement to comply with the Non-Compete Covenant for the Non-Competition Period is manifestly reasonable upon its face and that it is reasonable as amendedto time and is not greater than is required for the reasonable protection of Purchaser and the Company in light of the substantial harm that Purchaser would suffer should ▇▇▇▇▇▇ breach the Non-Compete Covenant. ▇▇▇▇▇▇ further agrees that the nature, shall not be considered participation hereunder)kind and character of the Non-Compete Covenant are reasonably necessary to protect the business of the Company Group as currently conducted.

Non-Competition. Executive hereby agrees that he will notUnless previously terminated pursuant to Section 4(c) or 4(f) of this Agreement, during the Term and for a period of twelve (12) months following the date that his employment by the Company terminates (regardless of the reason for such termination) two years thereafter (the date of any such termination of Executive’s employment with the Company is referred to herein as the “Separation DateNoncompete Period”): (i) authorize his name to be used by any Business Entity; (ii) solicit for any Business Entity the employment of any individual who is then currently or was), within the six (6) months preceding the Separation Date, an employee of the Company; (iii) induce on behalf of any Business Entity (A) any licensee of a Company product or service; (B) any person or entity for whom the Company provided or was to provide, within six (6) months preceding the Separation Date, maintenance or other services for a fee, pursuant to a formal agreement or otherwise; (C) any person or entity to whom, within six (6) months preceding the Separation Date, the Company had made a presentation or solicitation wholly or partially in writing, or for whom the Company had performed or provided a “savings analysis;” and (D) any joint venturer or subcontractor of the Company (collectively, a “Customer”) to cancel any order previously placed or not place any future orders with the Company; (iv) solicit for any Business Entity from any then-Customer of the Company any business opportunity which is competitive or potentially competitive, to any business related to the logistics execution software and support services to the supply chain marketplace carried on by the Company or to the relationship between the Company and the Customer; (v) render for any Business Entity any service, for or without any compensation, in connection with the design, development, manufacture, marketing or sale of any product reasonably deemed competitive with any service or product then, or within six (6) months preceding the Separation Date, offered by the Company; or (vi) participate inExecutive shall not, directly or indirectly, either alone or in association with others, own, manage, operate, sell, control or participate in the ownership, management, operation, sales or control of, be involved with the development efforts of, serve as a technical advisor to, license intellectual property to, provide services to or in any manner engage in any business that directly competes with any specific business (whether 1) in which the Company and its Affiliates (taken as advisora whole) are materially engaged as of the date of Executive’s termination or resignation or (2) for which the Company or any of its Affiliates has, principalwithin one year prior to Executive’s termination or resignation, agenttaken substantial, partnerdemonstrable steps to become materially engaged, officerin which the Company and its Affiliates (taken as a whole), directorwithin one year after Executive’s termination or resignation, employeewould reasonably be expected to be materially engaged; provided, stockholderhowever, associate or consultant of) any Business Entity (provided that any interest of Executive through investment in may own as a passive investor up to an aggregate 5.0% of two percent (2%) in any class of an issuer’s publicly traded securities (as used in this sentence, “material” shall mean material to the aggregate results of the Company and its Affiliates taken as a whole). The Noncompete Period shall be extended by the length of any person whose securities are required period during which Executive is found by a court or arbitrator to be registered under in breach of the Securities Exchange Act terms of 1934this Section 6(d). Executive acknowledges (i) that the business of the Company and its Affiliates is, and is expected to remain, international in scope and without geographical limitation; (ii) notwithstanding the state of incorporation or principal office of the Company or any of its Affiliates, or any of their respective executives or employees (including Executive), it is expected that the Company and its Affiliates will have business activities and have valuable business relationships within its industry throughout the world; and (iii) as amendedpart of his responsibilities, Executive will travel around the world in furtherance of the Company’s and its Affiliates’ businesses and their relationships. Accordingly, the restrictions set forth in this Section 6 shall not be considered participation hereunder)effective in all cities, counties and states of the United States and all countries in which the Company or any of its Affiliates has an office or has made commercial sales within 12 months prior to the date of Executive’s termination or resignation.

Non-Competition. (a) The Executive hereby agrees that his services hereunder are of a special character, and his position with the Company places him in a position of confidence and trust with the Company's artists, clients, customers and employees. The Executive and the Company agree that in the course of employment hereunder, the Executive has and will continue to develop a personal acquaintanceship and relationship with the Company's artists, clients and customers, and a knowledge of those artists', clients' and customers' affairs and requirements which may constitute the Company's primary or only contact with such artists, clients and customers. The Executive consequently agrees that it is reasonable and necessary for the protection of the goodwill and business of the Company that the Executive make the covenants contained herein. Accordingly, the Executive agrees that while he is in the Company's employ the Executive will not, without the prior written consent of the Company, either directly or indirectly, or in any capacity whether as a promoter, proprietor, partner, joint venturer, employee, agent, consultant, director, officer, manager, shareholder (except as a shareholder holding less than five percent (5%) of a publicly traded company's issued and outstanding capital stock, or otherwise) work for, act as a consultant to or own any interest in any direct competitor of the Company which operates in or provides services essentially the same as the Company in any portion of the geographic territory where the Company operates or sells its products or services, except as allowed pursuant to Section 3(c) of this Agreement. The Executive further agrees that during the Term, and for a the one year period of twelve (12) months following the date that his Executive's termination of employment by with the Company, the Executive will not solicit, entice, induce or persuade: (i) any employee, artist, client or customer of the Company; or (ii) any person or entity had been engaged in negotiations with the Company terminates (regardless to become, an employee, artist, client or customer of the reason for such termination) (Company during the date of any such six month period prior to the Executive's termination of employment with the Company, to alter, terminate or refrain from extending or renewing any contractual or other relationship with the Company, or commence a similar or substantially similar relationship with the Executive’s , any entity with whom the Executive is affiliated or employed by or any direct competitor of the Company. Notwithstanding the foregoing, when the Executive's employment with the Company is referred terminated, for whatever reason, the Executive may continue to herein as do business, without violating the “Separation Date”):terms hereof, with, any customer, client or artist of the Company which was a customer, client or artist of the Executive, or any company controlled by the Executive, prior to the date hereof. (ib) authorize his name to be As used by any Business Entity; (ii) solicit for any Business Entity in this Section 11, the employment of any individual who is then currently or wasterm "COMPANY" shall include subsidiaries, within the six (6) months preceding the Separation Datelicensees, an employee sub-licensees and franchisees of the Company; (iii) induce on behalf of any Business Entity (A) any licensee of a Company product or service; (B) , the term "CUSTOMER" shall mean any person or entity for whom who is then, or who had been at any time during the Company provided or was to provide, within six (6) months one year period immediately preceding the Separation Datedate of termination of the Executive's employment, maintenance or other services for a feecustomer of the Company, pursuant to a formal agreement or otherwise; (C) and the term "ARTIST OR CLIENT" shall mean any person or entity to whomwho is then, within six (6) months or who had been at any time during the one year period immediately preceding the Separation Date, the Company had made a presentation or solicitation wholly or partially in writing, or for whom the Company had performed or provided a “savings analysis;” and (D) any joint venturer or subcontractor date of termination of the Company (collectivelyExecutive's employment, a “Customer”) to cancel any order previously placed an artist or not place any future orders client represented by, signed by, working for or collaborating with the Company; (iv) solicit for any Business Entity from any then-Customer of the Company any business opportunity which is competitive or potentially competitive, to any business related to the logistics execution software and support services to the supply chain marketplace carried on by the Company or to the relationship between the Company and the Customer; (v) render for any Business Entity any service, for or without any compensation, in connection with the design, development, manufacture, marketing or sale of any product reasonably deemed competitive with any service or product then, or within six (6) months preceding the Separation Date, offered by the Company; or (vi) participate in, directly or indirectly, (whether as advisor, principal, agent, partner, officer, director, employee, stockholder, associate or consultant of) any Business Entity (provided that any interest of Executive through investment in up to an aggregate of two percent (2%) in any class of any person whose securities are required to be registered under the Securities Exchange Act of 1934, as amended, shall not be considered participation hereunder).

Non-Competition. (a) The Executive hereby agrees and acknowledges that, in connection with the Executive’s employment with the Company, the Executive will be provided with access to and become familiar with confidential and proprietary information and trade secrets belonging to the Company. Executive further acknowledges and agrees that, given the nature of this information and trade secrets, it is likely that he will notsuch information and trade secrets would inevitably be used or revealed, for either directly or indirectly, in any subsequent employment with a period competitor of twelve (12) months following the date that his employment by the Company terminates (regardless in any position comparable to the position the Executive holds with the Company under this Agreement. Accordingly, in consideration of the reason for such termination) (the date of any such termination of Executive’s employment with the Company pursuant to this Agreement, and other good and valuable consideration, the receipt of which is referred hereby acknowledged, Executive agrees that, while the Executive is in the employ of the Company and for a period equal to herein as the “Separation Date”): (i) authorize his name to be used by any Business Entity; (ii) solicit for any Business Entity greater of the employment of any individual who is then currently Severance Period or was, within the six Six (6) months preceding Months after the Separation Date, an employee termination of the Company; Executive’s employment, except with the prior written agreement of the Company (iiinot to be unreasonably withheld) induce the Executive shall not, either on the Executive’s own behalf or on behalf of any Business Entity (A) any licensee of a Company product or service; (B) any person or entity for whom the Company provided or was to providethird party, within six (6) months preceding the Separation Date, maintenance or other services for a fee, pursuant to a formal agreement or otherwise; (C) any person or entity to whom, within six (6) months preceding the Separation Date, the Company had made a presentation or solicitation wholly or partially in writing, or for whom the Company had performed or provided a “savings analysis;” and (D) any joint venturer or subcontractor except on behalf of the Company (collectively, a “Customer”) to cancel or any order previously placed or not place any future orders with affiliate of the Company;, directly or indirectly: (iv1) solicit for any Business Entity from any then-Customer Other than through the Executive’s ownership of stock of the Company any business opportunity which is competitive or potentially competitiveCompany, to any business related to the logistics execution software and support services to the supply chain marketplace carried on by the Company or to the relationship between the Company and the Customer; (v) render for any Business Entity any service, for or without any compensation, in connection with the design, development, manufacture, marketing or sale of any product reasonably deemed competitive with any service or product then, or within six (6) months preceding the Separation Date, offered by the Company; or (vi) participate inif at all, directly or indirectly, (whether own, manage, operate, join, control, finance or participate in the ownership, management, operation, control, or financing of, or be connected as advisora proprietor, partner, stockholder, officer, director, principal, agent, partnerrepresentative, officerjoint venturer, directorinvestor, employeelender, stockholderconsultant or otherwise with, associate or consultant ofuse or permit the Executive’s name to be used in connection with, any Business. For purposes of this Agreement, the term “Business” shall include any business or enterprise engaged directly or indirectly in the acquisition, licensing, development, manufacturing, marketing and distribution of microelectromechanical systems, nanotechnology, products or services incorporating or utilizing the same or products or services resulting from collaborations of the Company with Universities and research institutions to develop products or services incorporating or utilizing microelectromechanical systems or nanotechnology, and any other business engaged in by the Company that Executive is or has been directly involved with at any time during the Twelve (12) any Business Entity (provided that any interest of Executive through investment in month period leading up to an aggregate the end of two the Employment Term. Notwithstanding the foregoing, the Executive may perform services for a competitive business if both of the following conditions are fulfilled: (i) such competitive business is also engaged in other lines of business and (ii) Executive's services are restricted to employment in such other lines of business. It is recognized by the Executive and the Company that the Business is and is expected to continue to be conducted throughout the United States and the world, and that more narrow geographical limitations of any nature on this non-competition covenant (and the non-solicitation provisions set forth in clauses (2) and (3) below) are therefore not appropriate. The foregoing restriction shall not be construed to prohibit the ownership by Executive as a passive investment of not more than One percent (21%) in percent of any class of securities of any person whose corporation which is engaged in any Business having a class of securities are required registered pursuant to be registered under the Securities Exchange Act of 1934, as amended. (2) Attempt in any manner to solicit from a current client or customer of the Company at the time of the Executive’s termination, business of the type performed by the Company or to persuade any client of the Company to cease to do business or change the nature of the business or to reduce the amount of business which any such client has customarily done or actively contemplates doing with the Company; or (3) Recruit, solicit or induce, or attempt to induce, any person or entity which, at the time of the termination of the Executive’s employment or at any time during the Six (6) month period prior to such termination was an employee of the Company or its affiliates, to terminate such employee’s employment with, or otherwise cease such employee’s relationship with the Company or its affiliates. As used in this Agreement, an affiliate of the Company is any person or entity that, directly or indirectly, through one or more intermediaries, controls, or is controlled by, or is under common control with, the Company. (b) The parties agree that the relevant public policy aspects of covenants not to compete have been discussed, and that every effort has been made to limit the restrictions placed upon the Executive to those that are reasonable and necessary to protect the Company's legitimate interests. Executive acknowledges that, based upon the Executive’s education, experience, and training, this non-compete provision will not prevent the Executive from earning a livelihood and supporting himself and the Executive’s family during the relevant time period. (c) If any restriction set forth in Section 7 is found by any court of competent jurisdiction to be unenforceable because it extends for too long a period of time or over too great a range of activities or geographic area, it shall be interpreted to extend over the maximum period of time, range of activities or geographic areas as to which it may be enforceable. (d) The restrictions contained in Section 7 are necessary for the protection of the business and goodwill of the Company and/or its affiliates and are considered by the Executive to be reasonable for such purposes. The Executive agrees that any material breach of Section 7 will cause the Company and/or its affiliates substantial and irrevocable damage and therefore, in the event of any such breach, in addition to such other remedies which may be available, the Company shall have the right to seek specific performance and injunctive relief. (e) The provisions of Section 7 shall survive termination or expiration of this Agreement. (f) The existence of a claim, charge, or cause of action by Executive against the Company shall not be considered participation hereunder)constitute a defense to the enforcement by the Company of the foregoing restrictive covenants.

Non-Competition. Executive hereby agrees that he will (a) During the term of this Agreement and for one year thereafter (the "Restricted Period"), the Employee shall not, for a period of twelve (12) months following without the date that his employment by the Company terminates (regardless written consent of the reason for such termination) (the date of any such termination of Executive’s employment with the Company is referred to herein as the “Separation Date”):Company, directly or indirectly, (i) authorize his name to be used by become associated with, render services to, invest in, represent, advise or otherwise participate in as an officer, employee, director, stockholder, partner, promoter, agent of, consultant for or otherwise, any Business Entity; (ii) solicit for business which is conducted in any Business Entity the employment of any individual who is then currently or was, within the six (6) months preceding the Separation Date, an employee of the Company; (iii) induce on behalf of any Business Entity (A) any licensee of a Company product or service; (B) any person or entity for whom the Company provided or was to provide, within six (6) months preceding the Separation Date, maintenance or other services for a fee, pursuant to a formal agreement or otherwise; (C) any person or entity to whom, within six (6) months preceding the Separation Date, the Company had made a presentation or solicitation wholly or partially jurisdictions in writing, or for whom the Company had performed or provided a “savings analysis;” and (D) any joint venturer or subcontractor of the Company (collectively, a “Customer”) to cancel any order previously placed or not place any future orders with which the Company; (iv) solicit for any Business Entity from any then-Customer of the Company any 's business opportunity is conducted and which is competitive or potentially competitive, to any with the business related to the logistics execution software and support services to the supply chain marketplace carried on conducted by the Company ; provided, that this Section 8(a)(i) shall not prohibit the Employee from purchasing or to the relationship between the Company and the Customer; (v) render for any Business Entity any service, for or without any compensation, in connection with the design, development, manufacture, marketing or sale of any product reasonably deemed competitive with any service or product then, or within six (6) months preceding the Separation Date, offered by the Company; or (vi) participate in, directly or indirectly, (whether as advisor, principal, agent, partner, officer, director, employee, stockholder, associate or consultant of) any Business Entity (provided that any interest of Executive through investment in owning up to an aggregate of two one percent (21%) in of the outstanding capital stock of a company which is listed or authorized for trading on any national securities exchange, Nasdaq or the OTC Electronic Bulletin Board or is a company with a class of any person whose securities are required to be registered under Section 12 of the Securities Exchange Act of 1934, as amended; (ii) for the Employee's own account or for the account of any other person or entity (A) interfere with the Company's relationship with any of its suppliers, customers, accounts, brokers, representatives or agents or (B) contact, telephone, meet, solicit or transact any business with any material customer, account or supplier of the Company who or which transacts or has transacted business with the Company at any time during the term of this Agreement; or (iii) employ or otherwise engage, or solicit, entice or induce on behalf of the Employee or any other person or entity, the services, retention or employment of any person who has been an employee, principal, partner, stockholder, sales representative, trainee, consultant to or agent of the Company within one year of the date of such offer or solicitation. (b) Nothing herein contained shall be construed as prohibiting the Company from pursuing any other remedies available to it for such violation, including but not limited to any injunctive or other equitable relief or the recovery of damages from the Employee. (c) The Employee acknowledges that the covenants contained in this Section 8 are fair and reasonable in order to protect the Company's business and were a material and necessary inducement for the Company to agree to the terms of this Agreement. The Employee further acknowledges that any remedy at law for any breach or threatened or attempted breach of the covenants contained in this Section 8 may be inadequate and that the violation of any of the covenants contained in this Section 8 will cause irreparable and continuing damage to the Company. Accordingly, the Company shall be entitled to specific performance or any other mode of injunctive and/or other equitable relief to enforce its rights hereunder, including without limitation an order restraining any further violation of such covenants, or any other relief a court might award, without the necessity of showing any actual damage or irreparable harm or the posting of any bond or furnishing of other security, and that such injunctive relief shall be cumulative and in addition to any other rights or remedies to which the Company may be entitled. The covenants in this Section 8 shall run in favor of the Company and its successors and assigns. In addition, to the extent the Company is successful on the merits in any proceeding to enforce the terms of this Section 8, the Employee agrees to pay the Company the costs it incurs, including reasonable attorneys' fees and expenses, in bringing and prosecuting any such proceeding. (d) In case any one or more of the terms or provisions contained in this Section 8 shall for any reason be held invalid, illegal or unenforceable, such invalidity, illegality or unenforceability shall not affect any other terms or provisions hereof, but such term or provision shall be considered participation hereunder)deemed modified or deleted as or to the extent required by applicable law, and such modification or deletion shall not affect the validity of the other terms or provisions of this Section 8. In addition, if any one or more of the restrictions contained in this Section 8 shall for any reason be held to be unreasonable with regard to time, duration, geographic scope or activity, the parties contemplate and hereby agree that such restriction shall be modified and shall be enforced to the full extent compatible with applicable law. The parties hereto intend that the covenants contained in this Section 8 shall be deemed a series of separate covenants for each country, state, county and city. If, in any judicial proceeding, a court shall refuse to enforce all the separate covenants deemed included in this Section 8 because, taken together, they cover too extensive a geographic area, the parties intend that those of such covenants (taken in order of the cities, counties, states and countries therein which are lease populous) which if eliminated would permit the remaining separate covenants to be enforced in such proceeding shall, for the purpose of such proceeding, be deemed eliminated from the provisions of this Section 8. (e) The provisions of this Section 8 shall survive the termination of this Employment Agreement.

Non-Competition. (i) The Executive hereby acknowledges that (A) the Executive’s services are of special, unique and extraordinary value to the Company Group and (B) the Company Group’s ability to accomplish its purposes and to successfully compete in the marketplace depends substantially on the skills and expertise of the Executive. The Executive acknowledges and agrees that he will notthe Company Group would be irreparably damaged if the Executive were to not devote the Executive’s reasonable best efforts, attention and energies during normal working time to the business(es) of the Company Group during the Employment Term, or were to provide services to any business (whether a corporation or a division of a corporation or similar business unit) which competes with any member of the Company Group. (ii) The Executive agrees that, during the Employment Term, and for a period of twelve (12) 24 months following after the date that his of termination of employment (together, the “Restricted Period”), the Executive will not conduct, engage or participate in (i) the sale, manufacture, assembly, production, design, repair or refurbishment of oil and gas rig parts or (ii) any other business conducted or carried on by the Company terminates (regardless of during the reason for such termination) (twelve month period prior to the date of the Executive’s termination (the activities in (i) and (ii), the “Company Business”) in any capacity. For purposes of this paragraph, oil and gas rig parts shall include, but not be limited to: complete drilling rig packages and any other component part designed, engineered, manufactured, produced or fabricated by the Company prior to the termination date and will include, but not be limited to, mast, substructures, drawworks, SCR drive systems, VFD drive systems, mud tanks, fuel/water tanks, walking/skidding systems, drilling controls and software and hydraulic power packs and systems. Standalone, third party manufactured products that are purchased as buy-out items by the Company, such termination as top drive drilling systems, engine/ generator package systems, automated cat walks, mud conditioning equipment, solids control and similar type equipment shall not be included as oil and gas rig parts for purposes of this paragraph unless they compete with similar products and services offered by the Company or are developed or acquired by the Company during the Executive’s employment with the Company is referred to herein as the “Separation Date”): (i) authorize his name to be used by any Business Entity; (ii) solicit for any Business Entity the employment of any individual who is then currently or was, within the six (6) months preceding the Separation Date, an employee of the Company; (iii) induce on behalf of any Business Entity (A) any licensee of a Company product or service; (B) any person or entity for whom the Company provided or was to provide, within six (6) months preceding the Separation Date, maintenance or other services for a fee, pursuant to a formal agreement or otherwise; (C) any person or entity to whom, within six (6) months preceding the Separation Date, the Company had made a presentation or solicitation wholly or partially in writing, or for whom the Company had performed or provided a “savings analysis;” and (D) any joint venturer or subcontractor of the Company (collectively, a “Customer”) to cancel any order previously placed or not place any future orders with the Company; (iv) solicit for any Business Entity from any then-Customer of the Company any business opportunity which is competitive or potentially competitive, to any business related to the logistics execution software and support services to the supply chain marketplace carried on by the Company or to the relationship between the Company and the Customer; (v) render for any Business Entity any service, for or without any compensation, in connection with the design, development, manufacture, marketing or sale of any product reasonably deemed competitive with any service or product then, or within six (6) months preceding the Separation Date, offered by the Company; or (vi) participate in, directly or indirectly, (whether as advisor, principal, agent, partner, officer, director, employee, stockholder, associate or consultant of) any Business Entity (provided that any interest of Executive through investment in up to an aggregate of two percent (2%) in any class of any person whose securities are required to be registered under the Securities Exchange Act of 1934, as amended, shall not be considered participation hereunder).

Non-Competition. Executive hereby (a) Employer and Employee recognize that Employee has been retained to occupy a position of trust that constitutes part of the professional, management and executive staff of Employer. Employee, for and in consideration of the payments, rights and benefits provided herein, agrees that so long as he will notis employed by Employer and, if Employer terminates Employee's employment for Cause, in the event of an Involuntary Termination or if Employee terminates his employment with Employer for any reason other than pursuant to an Involuntary Termination, then during the period of time that Employee is receiving cash severance payments under Section 2.5(d)(ii) or 2.5(e), Employee shall not (i) work or act as an officer or director of or compensated consultant to, (ii) assist, (iii) own, directly or through any Affiliate or joint venture, a 10% or greater interest in, or (iv) make a financial investment (other than a passive, economic investment), whether in the form of equity or debt, in any business that is directly competitive with the Business in the United States, Latin America or in any other market in which Employer is conducting the Business at the time Employee's employment with Employer is terminated. (b) Notwithstanding the foregoing, nothing herein shall prohibit Employee from holding ten percent (10%) or less of any class of voting securities of any entity whose equity securities are listed on a national securities exchange or regularly traded in the over-the-counter market and for which quotations are readily available on the National Association of Securities Dealers Automated Quotation system. (c) If Employer terminates Employee's employment for Cause or if Employee terminates his employment with Employer for any reason other than pursuant to an Involuntary Termination, then for a period of twelve one (121) months following year thereafter, Employee shall promptly notify Employer of each employment or agency relationship entered into by Employee, and each corporation, proprietorship or other entity formed or used by Employee, the date that his employment by business of which is directly competitive with the Company terminates (regardless Business. The provisions of the reason for such termination) (the date of any such this Section 3.3 shall survive termination of Executive’s employment with the Company is referred to herein as the “Separation Date”): (i) authorize his name to be used by any Business Entity; (ii) solicit this Agreement for any Business Entity the employment of any individual who is then currently or was, within the six (6) months preceding the Separation Date, an employee of the Company; (iii) induce on behalf of any Business Entity (A) any licensee of a Company product or service; (B) any person or entity for whom the Company provided or was to provide, within six (6) months preceding the Separation Date, maintenance or other services for a fee, pursuant to a formal agreement or otherwise; (C) any person or entity to whom, within six (6) months preceding the Separation Date, the Company had made a presentation or solicitation wholly or partially in writing, or for whom the Company had performed or provided a “savings analysis;” and (D) any joint venturer or subcontractor of the Company (collectively, a “Customer”) to cancel any order previously placed or not place any future orders with the Company; (iv) solicit for any Business Entity from any then-Customer of the Company any business opportunity which is competitive or potentially competitive, to any business related to the logistics execution software and support services to the supply chain marketplace carried on by the Company or to the relationship between the Company and the Customer; (v) render for any Business Entity any service, for or without any compensation, in connection with the design, development, manufacture, marketing or sale of any product reasonably deemed competitive with any service or product then, or within six (6) months preceding the Separation Date, offered by the Company; or (vi) participate in, directly or indirectly, (whether as advisor, principal, agent, partner, officer, director, employee, stockholder, associate or consultant of) any Business Entity (provided that any interest of Executive through investment in up to an aggregate of two percent (2%) in any class of any person whose securities are required to be registered under the Securities Exchange Act of 1934, as amended, shall not be considered participation hereunder)reason.

Non-Competition. (a) Upon any termination of Executive's employment hereunder, other than a termination (whether voluntary or involuntary) following a Change in Control, as a result of which the Company is paying Executive hereby benefits under Section 6 of this Agreement, Executive agrees that he will not, not to compete with the Bank and/or the Company for a period of twelve one (121) months year following such termination within twenty-five (25) miles of any existing branch of the date that his employment by Bank or any subsidiary of the Company terminates or within twenty-five (regardless 25) miles of any office for which the Bank, the Company or a Bank subsidiary of the reason Company has filed an application for regulatory approval to establish an office, determined as of the effective date of such termination) (the date of any such termination of Executive’s employment with the Company is referred , except as agreed to herein as the “Separation Date”): (i) authorize his name to be used by any Business Entity; (ii) solicit for any Business Entity the employment of any individual who is then currently or was, within the six (6) months preceding the Separation Date, an employee of the Company; (iii) induce on behalf of any Business Entity (A) any licensee of a Company product or service; (B) any person or entity for whom the Company provided or was to provide, within six (6) months preceding the Separation Date, maintenance or other services for a fee, pursuant to a formal agreement or otherwise; (C) any person or entity to whom, within six (6) months preceding the Separation Date, the Company had made a presentation or solicitation wholly or partially in writing, or for whom the Company had performed or provided a “savings analysis;” and (D) any joint venturer or subcontractor of the Company (collectively, a “Customer”) to cancel any order previously placed or not place any future orders with the Company; (iv) solicit for any Business Entity from any then-Customer of the Company any business opportunity which is competitive or potentially competitive, to any business related to the logistics execution software and support services to the supply chain marketplace carried on resolution duly adopted by the Company or to the relationship between the Company Board. Executive agrees that during such period and the Customer; (v) render for any Business Entity any servicewithin said area, cities, towns and counties, Executive shall not work for or without any compensationadvise, in connection with the design, development, manufacture, marketing consult or sale of any product reasonably deemed competitive with any service or product then, or within six (6) months preceding the Separation Date, offered by the Company; or (vi) participate inotherwise serve with, directly or indirectly, (whether as advisorany entity whose business materially competes with the depository, principallending or other business activities of the Bank and/or the Company. The parties hereto, agentrecognizing that irreparable injury will result to the Bank and/or the Company, partnerits business and property in the event of Executive's breach of this Subsection 11(a) agree that in the event of any such breach by Executive, officerthe Bank and/or the Company will be entitled, directorin addition to any other remedies and damages available, employee, stockholder, associate or consultant of) any Business Entity (provided that any interest of Executive through investment in up to an aggregate injunction to restrain the violation hereof by Executive, Executive's partners, agents, servants, employers, employees and all persons acting for or with Executive. Executive represents and admits that Executive's experience and capabilities are such that Executive can obtain employment in a business engaged in other lines and/or of two percent a different nature than the Bank and/or the Company, and that the enforcement of a remedy by way of injunction will not prevent Executive from earning a livelihood. Nothing herein will be construed as prohibiting the Bank and/or the Company from pursuing any other remedies available to the Bank and/or the Company for such breach or threatened breach, including the recovery of damages from Executive. (2%b) in Executive recognizes and acknowledges that the knowledge of the business activities and plans for business activities of the Company and affiliates thereof, as it may exist from time to time, is a valuable, special and unique asset of the business of the Company. Executive will not, during or after the term of his employment, disclose any class knowledge of the past, present, planned or considered business activities of the Company or affiliates thereof to any person whose securities are person, firm, corporation, or other entity for any reason or purpose whatsoever (except for such disclosure as may be required to be registered under provided to any federal banking agency with jurisdiction over the Securities Exchange Act Company or Executive). Notwithstanding the foregoing, Executive may disclose any knowledge of 1934banking, financial and/or economic principles, concepts or ideas which are not solely and exclusively derived from the business plans and activities of the Company, and Executive may disclose any information regarding the Bank or the Company which is otherwise publicly available. In the event of a breach or threatened breach by Executive of the provisions of this Section, the Company will be entitled to an injunction restraining Executive from disclosing, in whole or in part, the knowledge of the past, present, planned or considered business activities of the Company or affiliates thereof, or from rendering any services to any person, firm, corporation, other entity to whom such knowledge, in whole or in part, has been disclosed or is threatened to be disclosed. Nothing herein will be construed as amendedprohibiting the Company from pursuing any other remedies available to the Company for such breach or threatened breach, shall not be considered participation hereunder)including the recovery of damages from Executive.

Non-Competition. In consideration of this Agreement, and for other good and valuable consideration provided hereunder, the receipt and sufficiency of which are hereby acknowledged by Executive, Executive hereby agrees that he will notand covenants that, for a period of twelve (12) months following the date that his employment by the Company terminates (regardless of the reason for such termination) (the date of any such termination of during Executive’s employment with the Company is referred to herein as and for a period of (12) twelve months thereafter, Executive shall not, without the “Separation Date”): (i) authorize his name to be used by any Business Entity; (ii) solicit for any Business Entity the employment of any individual who is then currently or was, within the six (6) months preceding the Separation Date, an employee prior written consent of the Company; (iii) induce on behalf of any Business Entity (A) any licensee of a Company product or service; (B) any person or entity for whom the Company provided or was to provide, within six (6) months preceding the Separation Date, maintenance or other services for a fee, pursuant to a formal agreement or otherwise; (C) any person or entity to whom, within six (6) months preceding the Separation Date, the Company had made a presentation or solicitation wholly or partially in writing, or for whom the Company had performed or provided a “savings analysis;” and (D) any joint venturer or subcontractor of the Company (collectively, a “Customer”) to cancel any order previously placed or not place any future orders with the Company; (iv) solicit for any Business Entity from any then-Customer of the Company any business opportunity which is competitive or potentially competitive, to any business related to the logistics execution software and support services to the supply chain marketplace carried on by the Company or to the relationship between the Company and the Customer; (v) render for any Business Entity any service, for or without any compensation, in connection with the design, development, manufacture, marketing or sale of any product reasonably deemed competitive with any service or product then, or within six (6) months preceding the Separation Date, offered by the Company; or (vi) participate in, directly or indirectly, engage in or become associated with a Competitive Activity. For purposes of this Section 2(b): (whether i) a “Competitive Activity” means any business or other endeavor involving products or services that are the same or similar to products or services (the “Company Products or Services”) that any business of the Company is engaged in providing as advisorof the date hereof or at any time during the Term, provided such business or endeavor is in the United States, or in any foreign jurisdiction in which the Company provides, or has provided during the Term, the relevant Company Products or Services, and (ii) Executive shall be considered to have become “associated with a Competitive Activity” if Executive becomes directly or indirectly involved as an owner, principal, employee, officer, director, independent contractor, representative, stockholder, financial backer, agent, partner, officermember, directoradvisor, employeelender, stockholderconsultant or in any other individual or representative capacity with any individual, associate partnership, corporation or consultant ofother organization that is engaged in a Competitive Activity. Notwithstanding anything else in this Section 2(b:, (i) any Business Entity Executive may become employed by a partnership, corporation or other organization that is engaged in a Competitive Activity so long as Executive has no direct or indirect responsibilities or involvement in the Competitive Activity, (provided that any interest of ii) Executive through may own, for investment in purposes only, up to an aggregate of two five percent (25%) in any class of the outstanding capital stock of any person whose securities are required publicly-traded corporation engaged in a Competitive Activity if the stock of such corporation is either listed on a national stock exchange or on the NASDAQ National Market System and if Executive is not otherwise affiliated with such corporation, (iii) if Executive’s employment hereunder is terminated by the Company for any reason other than Executive’s death, Disability or Cause, or by Executive for Good Reason, then the restrictions contained in this Section 2(b) shall lapse, and (iv) Executive shall only be subject to the restrictions contained in this Section 2(b) to the extent the activity that would otherwise be registered under prohibited by this section poses a reasonable competitive threat to the Securities Exchange Act of 1934Company, as amended, which determination shall not be considered participation hereunder)made by the Company in good faith.

Non-Competition. (a) Executive hereby agrees acknowledges that in the course of his employment with the Company he will notbecome familiar with the trade secrets and other confidential information of the Company and its subsidiaries and that his services will be of special, unique and extraordinary value to the Company. Therefore, Executive agrees that, during the Period of Employment and for two (2) years thereafter (the "Noncompete Period"), he shall not directly or indirectly own, manage, control, participate in, consult with, render services for, or in any manner engage in any business competing with the businesses of the Company or any of its subsidiaries (i) which relates to (A) the manufacturing or sale of climbing equipment or (B) aluminum extrusions or (ii) which is commenced by the Company or any of its subsidiaries after the Effective Date and as of the date of termination constitutes or will constitute a material portion of the Company's overall future business within the United States and any other geographical area in which the Company or any of its subsidiaries engage in such businesses. Nothing herein shall prohibit Executive from being a passive owner of not more than 2% of the outstanding equity of any class of a corporation or other entity which is publicly traded so long as Executive has no active participation in the business of such corporation. (b) During the Noncompete Period, Executive shall not directly or indirectly through another entity (i) induce or attempt to induce any employee of the Company or any of its subsidiaries to leave the employ of such person, or in any way interfere with the employee relationship between the Company or any of its subsidiaries and any employee thereof, (ii) hire any person who was an employee of the Company or any subsidiary of the Company at any time during the Employment Period (other than individuals who have not been employed by the Company or any subsidiary of the Company for a period of twelve at least one (121) months following the date that his year prior to employment by the Company terminates (regardless of the reason for such termination) (the date of any such termination of Executive’s employment with the Company is referred to herein as the “Separation Date”): (i) authorize his name to be used by any Business Entity; (ii) solicit for any Business Entity the employment of any individual who is then currently Executive directly or wasindirectly through another entity), within the six (6) months preceding the Separation Date, an employee of the Company; or (iii) induce on behalf or attempt to induce any customer, supplier, licensee or other person having a business relationship with the Company or any of any Business Entity its subsidiaries (A) any licensee which relates to (x) the manufacturing or sale of a Company product climbing equipment or service; (y) aluminum extrusion or (B) any person or entity for whom the Company provided or was to provide, within six (6) months preceding the Separation Date, maintenance or other services for a fee, pursuant to a formal agreement or otherwise; (C) any person or entity to whom, within six (6) months preceding the Separation Date, the Company had made a presentation or solicitation wholly or partially in writing, or for whom the Company had performed or provided a “savings analysis;” and (D) any joint venturer or subcontractor of the Company (collectively, a “Customer”) to cancel any order previously placed or not place any future orders with the Company; (iv) solicit for any Business Entity from any then-Customer of the Company any business opportunity which is competitive or potentially competitive, to any business related to the logistics execution software and support services to the supply chain marketplace carried on commenced by the Company or any of its subsidiaries after the Effective Date and as of the date of termination constitutes or will constitute a material portion of the Company's overall future business to cease doing business with the Company or such subsidiaries, or interfere materially with the relationship between any such customer, supplier, licensee or other person having a business relationship with the Company and the Customer; (v) render for or any Business Entity any service, for or without any compensation, in connection with the design, development, manufacture, marketing or sale of any product reasonably deemed competitive with any service or product then, or within six (6) months preceding the Separation Date, offered by the Company; or (vi) participate in, directly or indirectly, (whether as advisor, principal, agent, partner, officer, director, employee, stockholder, associate or consultant of) any Business Entity (provided that any interest of Executive through investment in up to an aggregate of two percent (2%) in any class of any person whose securities are required to be registered under the Securities Exchange Act of 1934, as amended, shall not be considered participation hereunder)its subsidiaries.

Non-Competition. 8.1 The Executive hereby acknowledges that the services to be rendered by the Executive to the Company are of a special and unique character. The Executive agrees that he will that, in consideration of (a) his employment hereunder, (b) the Company's agreement to pay severance hereunder in the event of termination pursuant to Section 6.4 hereof and (c) the Company's agreement to vest matching contributions in the Plan after five (5) years of participation in the Plan by the Executive pursuant to Section 3.4 hereof, Executive shall not, for a period of twelve (12aa) months prior to one year following the date that his of termination of the Executive's employment by the Company terminates (regardless or any other member of the reason for such terminationCompany Group (i) engage, whether as principal, agent, investor, distributor, representative, stockholder (other than as the holder of not more than five percent (5%) of the stock or equity of any corporation the capital stock of which is publicly traded), employee, consultant, volunteer or otherwise, with or without pay, in any activity or business venture, anywhere within the United States, which is competitive with the business of the Company Group on the date of any such termination of Executive’s employment with the Company is referred to herein as the “Separation Date”): (i) authorize his name to be used by any Business Entity; termination, (ii) solicit or entice or endeavor to solicit or entice away from any member of the Company Group any person who was a director, officer, employee, agent or consultant of such member of the Company Group, either on such Executive's own account or for any Business Entity person, firm, corporation or other organization, whether or not such person would commit any breach of such person's contract of employment by reason of leaving the employment service of any individual who is then currently or was, within the six (6) months preceding the Separation Date, an employee such member of the Company; Company Group, (iii) induce on behalf solicit or entice or endeavor to solicit or entice away any of the clients or customers of any Business Entity (A) any licensee of a Company product or service; (B) any person or entity for whom the Company provided or was to provide, within six (6) months preceding the Separation Date, maintenance or other services for a fee, pursuant to a formal agreement or otherwise; (C) any person or entity to whom, within six (6) months preceding the Separation Date, the Company had made a presentation or solicitation wholly or partially in writing, or for whom the Company had performed or provided a “savings analysis;” and (D) any joint venturer or subcontractor member of the Company (collectivelyGroup, a “Customer”) to cancel either on such Executive's own account or for any order previously placed other person, firm, corporation or not place any future orders with the Company; organization, or (iv) solicit for employ any Business Entity from person who was a director, officer or employee of any then-Customer member of the Company Group or any business opportunity which person who is competitive or potentially competitive, may be likely to be in possession of any business related confidential information or trade secrets relating to the logistics execution software and support services to the supply chain marketplace carried on by business of any member of the Company or to the relationship between the Company and the Customer; (v) render for any Business Entity any service, for or without any compensation, in connection with the design, development, manufacture, marketing or sale of any product reasonably deemed competitive with any service or product thenGroup, or within six (6bb) months preceding at any time, take any action or make any statement the Separation Date, offered by the Company; or (vi) participate ineffect of which would be, directly or indirectly, (whether as advisorto impair the good will of any member of the Company Group or the business reputation or good name of any member of the Company Group, principalor be otherwise detrimental to the Company, agentincluding any action or statement intended, partnerdirectly or indirectly, officerto benefit a competitor of any member of the Company Group. 8.2 The parties hereto agree that if, director, employee, stockholder, associate or consultant of) any Business Entity (provided that any interest of Executive through investment in up to an aggregate of two percent (2%) in any class proceeding, the court or other authority shall refuse to enforce the covenants herein set forth because such covenants cover too extensive a geographic area or too long a period of time, any person whose securities such covenant shall be deemed appropriately amended and modified in keeping with the intention of the parties to the maximum extent permitted by law. 8.3 The Executive expressly acknowledges and agrees that the covenants and agreements set forth in this Section 8 are required reasonable in all respects, and necessary in order to be registered under protect, maintain and preserve the Securities Exchange Act value and goodwill of 1934the businesses of the Company Group, as amended, shall not be considered participation hereunder)well as the proprietary and other legitimate business interests of the members of the Company Group. The Executive acknowledges and agrees that the covenants and agreements of the Executive set forth in this Section 8 are a material reason for the payment of the compensation and benefits provided for in this Agreement.

Non-Competition. Executive hereby (a) Employer and Employee recognize that Employee has been retained to occupy a position of trust that constitutes part of the professional, management and executive staff of Employer. Employee, for and in consideration of the payments, rights and benefits provided herein, agrees that so long as he will notis employed by Employer and, if Employer terminates Employee's employment for Cause or if Employee terminates his employment with Employer for any reason other than pursuant to an Involuntary Termination, for a period of twelve (12) months following the date that his employment by the Company terminates (regardless of the reason for such termination) (the date of any such termination of Executive’s employment with the Company is referred to herein as the “Separation Date”): one year thereafter, Employee shall not (i) authorize his name to be used by any Business Entity; work or act as an officer or director of or compensated consultant to, (ii) solicit for any Business Entity the employment of any individual who is then currently or wasassist, within the six (6) months preceding the Separation Date, an employee of the Company; (iii) induce on behalf of own, directly or through any Business Entity (A) any licensee of Affiliate or joint venture, a Company product 10% or service; (B) any person or entity for whom the Company provided or was to provide, within six (6) months preceding the Separation Date, maintenance or other services for a fee, pursuant to a formal agreement or otherwise; (C) any person or entity to whom, within six (6) months preceding the Separation Date, the Company had made a presentation or solicitation wholly or partially in writinggreater interest in, or for whom the Company had performed or provided a “savings analysis;” and (D) any joint venturer or subcontractor of the Company (collectively, a “Customer”) to cancel any order previously placed or not place any future orders with the Company; (iv) solicit for any Business Entity from any then-Customer make a financial investment (other than a passive, economic investment), whether in the form of the Company equity or debt, in any business opportunity that is directly competitive with the Business in the United States, Latin America or in any other market in which Employer is competitive or potentially competitive, to any business related to conducting the logistics execution software and support services to Business at the supply chain marketplace carried on by the Company or to the relationship between the Company and the Customer;time Employee's employment with Employer is terminated. (vb) render for any Business Entity any serviceNotwithstanding the foregoing, for or without any compensation, in connection with the design, development, manufacture, marketing or sale of any product reasonably deemed competitive with any service or product then, or within six (6) months preceding the Separation Date, offered by the Company; or (vi) participate in, directly or indirectly, (whether as advisor, principal, agent, partner, officer, director, employee, stockholder, associate or consultant of) any Business Entity (provided that any interest of Executive through investment in up to an aggregate of two nothing herein shall prohibit Employee from holding ten percent (210%) in or less of any class of voting securities of any person entity whose equity securities are required listed on a national securities exchange or regularly traded in the over-the-counter market and for which quotations are readily available on the National Association of Securities Dealers Automated Quotation system. (c) If Employer terminates Employee's employment for Cause or if Employee terminates his employment with Employer for any reason other than pursuant to be registered under an Involuntary Termination, for a period of one year thereafter, Employee shall promptly notify Employer of each employment or agency relationship entered into by Employee, and each corporation, proprietorship or other entity formed or used by Employee, the Securities Exchange Act business of 1934, as amended, which is directly competitive with the Business. The provisions of this Section 3.3 shall not be considered participation hereunder)survive termination of this Agreement for any reason.

Non-Competition. Executive hereby acknowledges that his or her services to be rendered hereunder are of a special and unusual character that have a unique value to Company and the conduct of its Business, the loss of which cannot adequately be compensated by damages in an action at law. In view of the unique value to Company of the services of Executive for which Company has contracted hereunder, and because of the confidential information to be obtained by or disclosed to Executive as herein above set forth, and as a material inducement to Company to enter into this Agreement and to pay and make available to Executive the compensation and other benefits referred to herein, Executive covenants and agrees that he Executive will not, for a period directly or indirectly, whether as principal, agent, trustee or through the agency of twelve any corporation, partnership, association or agent (12other than as the holder of not more than five percent (5%) months following the date that his employment by the Company terminates (regardless of the reason total outstanding stock of any company the securities of which are traded on a regular basis on recognized securities exchanges): (a) while employed under this Agreement (i) work for such termination(in any capacity, including without limitation as a director, officer or employee) (the date any other entity or cruise related businesses or affiliates of any such entity engaged in cruises, with a minimum fleet size of 3,000 berths, or (ii) recruit, or otherwise influence or attempt to induce employees of Company to leave the employment of Company; and (b) for the two (2) year period immediately following the termination of Executive's employment pursuant to this Agreement (the "Non-competition Period"), for any reason, serve as or be a consultant to or employee, officer, agent, director or owner of another entity or cruise related businesses or affiliates of any such entity engaged in cruises, with a minimum fleet size of 3,000 berths (“Cruise Business”); provided, for purposes hereof, “Cruise Business” shall not include any company that has a stand-alone Cruise Business unit that accounts for less than 10% of the company’s employment total sales in each of its prior two completed fiscal years so long as Executive is not providing services to such business unit other than services consistent with parent company oversight of such business unit. Executive further agrees that during the Company is referred to herein as the “Separation Date”): Non-competition Period, he or she shall not: (i) authorize his name employ or seek to be used by employ any Business Entity; (ii) solicit for any Business Entity the employment of any individual person who is then currently employed or was, retained by Company or its affiliates (or who was so employed or retained at any time within the six (6) months preceding month period prior to the Separation Datelast day of Executive’s employment with Company); or (ii) solicit, an employee of the Company; (iii) induce on behalf of induce, or influence any Business Entity (A) proprietor, partner, stockholder, lender, director, officer, employee, joint venturer, investor, consultant, agent, lessor, supplier, customer or any licensee of a Company product or service; (B) any other person or entity which has a business relationship with Company or its affiliates at any time during the Non-competition Period, to discontinue or reduce or modify the extent of such relationship with Company or any of its subsidiaries. Executive has carefully read and considered the provisions of Sections 9, 10, and 11 hereof and agrees that the restrictions set forth in such sections are fair and reasonable and are reasonably required for whom the protection of the interests of Company, its officers, directors, shareholders, and other employees, for the protection of the business of Company, and to ensure that Executive devotes his or her entire professional time, energy, and skills to the business of Company. Executive acknowledges that he or she is qualified to engage in businesses other than that described in this Section 11. It is the belief of the parties, therefore, that the best protection that can be given to Company provided or was that does not in any way infringe upon the rights of Executive to provideengage in any unrelated businesses is to provide for the restrictions described above. In view of the substantial harm which would result from a breach by Executive of Sections 9, within six (6) months preceding the Separation Date, maintenance or other services for a fee, pursuant to a formal agreement or otherwise; (C) any person or entity to whom, within six (6) months preceding the Separation Date10 and 11, the Company had made a presentation or solicitation wholly or partially in writing, or for whom parties agree that the Company had performed or provided a “savings analysis;” and (D) any joint venturer or subcontractor of the Company (collectively, a “Customer”) to cancel any order previously placed or not place any future orders with the Company; (iv) solicit for any Business Entity from any then-Customer of the Company any business opportunity which is competitive or potentially competitive, to any business related restrictions contained therein shall be enforced to the logistics execution software maximum extent permitted by law as more particularly set forth in Section 12 below. In the event that any of said restrictions shall be held unenforceable by any court of competent jurisdiction, the parties hereto agree that it is their desire that such court shall substitute a reasonable judicially enforceable limitation in place of any limitation deemed unenforceable and support services to that as so modified, the supply chain marketplace carried on covenant shall be as fully enforceable as if it had been set forth herein by the Company or to the relationship between the Company and the Customer; (v) render for any Business Entity any service, for or without any compensation, in connection with the design, development, manufacture, marketing or sale of any product reasonably deemed competitive with any service or product then, or within six (6) months preceding the Separation Date, offered by the Company; or (vi) participate in, directly or indirectly, (whether as advisor, principal, agent, partner, officer, director, employee, stockholder, associate or consultant of) any Business Entity (provided that any interest of Executive through investment in up to an aggregate of two percent (2%) in any class of any person whose securities are required to be registered under the Securities Exchange Act of 1934, as amended, shall not be considered participation hereunder)parties.

Non-Competition. Executive hereby agrees that he will notBecause of Employer's legitimate business interest as described herein and the good and valuable consideration offered to the Employee, [the [receipt and] sufficiency of which is acknowledged, ]during the term of Employee's employment and for a period of twelve (12) months following the date that his employment by [TERM OF YEARS OR MONTHS], to run consecutively, beginning on the Company terminates (regardless last day of the reason for such termination) (the date of any such termination of Executive’s Employee's employment with the Company is referred to herein as the “Separation Date”): (i) authorize his name to be used by any Business Entity; (ii) solicit Employer [Group], [for any Business Entity reason or no reason and whether employment is terminated at the employment option of any individual who is then currently the Employee or was, the Employer [Group],] the Employee agrees and covenants not to engage in Prohibited Activity within the six (6) months preceding [DESCRIPTION OF SCOPE OF GEOGRAPHIC RESTRICTION AND/OR SUBSECTION OF INDUSTRY OR CUSTOMER LIST]. For purposes of this non-compete clause, "Prohibited Activity" is activity in which the Separation Date, an employee of Employee contributes the Company; (iii) induce on behalf of any Business Entity (A) any licensee of a Company product or service; (B) any person or entity for whom the Company provided or was to provide, within six (6) months preceding the Separation Date, maintenance or other services for a fee, pursuant to a formal agreement or otherwise; (C) any person or entity to whom, within six (6) months preceding the Separation Date, the Company had made a presentation or solicitation wholly or partially in writing, or for whom the Company had performed or provided a “savings analysis;” and (D) any joint venturer or subcontractor of the Company (collectively, a “Customer”) to cancel any order previously placed or not place any future orders with the Company; (iv) solicit for any Business Entity from any then-Customer of the Company any business opportunity which is competitive or potentially competitive, to any business related to the logistics execution software and support services to the supply chain marketplace carried on by the Company or to the relationship between the Company and the Customer; (v) render for any Business Entity any service, for or without any compensation, in connection with the design, development, manufacture, marketing or sale of any product reasonably deemed competitive with any service or product then, or within six (6) months preceding the Separation Date, offered by the Company; or (vi) participate inEmployee's knowledge, directly or indirectly, (whether in whole or in part, as an employee, employer, owner, operator, manager, advisor, principalconsultant, agent, partner, officer, director, employee, stockholder, associate officer, volunteer, intern, or consultant ofany other similar capacity to an entity engaged in the same or similar business as the Employer, including those engaged in the business of [DESCRIPTION OF BUSINESS]. Prohibited Activity also includes activity that may require or inevitably require disclosure of trade secrets, proprietary information, or Confidential Information. The Employer regards as its primary, but not exclusive, competitors the following [LIST OF PRIMARY COMPETITORS]. Nothing herein shall prohibit Employee from purchasing or owning less than five percent (5%) of the publicly traded securities of any Business Entity (corporation, provided that any interest such ownership represents a passive investment and that the Employee is not a controlling person of, or a member of Executive through investment in up to an aggregate of two percent (2%) a group that controls, such corporation. This Section does not, in any class way, restrict or impede the Employee from exercising protected rights to the extent that such rights cannot be waived by agreement or from complying with any applicable law or regulation or a valid order of a court of competent jurisdiction or an authorized government agency, provided that such compliance does not exceed that required by the law, regulation, or order. The Employee shall promptly provide written notice of any person whose securities are required such order to be registered under the Securities Exchange Act of 1934, as amended, shall not be considered participation hereunder)[AUTHORIZED OFFICER].

Non-Competition. Executive hereby agrees that he will not(a) During the term of employment of the Employee under this Employment Agreement, and during a period of one (1) year after termination of employment of the Employee under this Employment Agreement without regard to the cause of termination of employment and whether or not such termination of employment was caused by the Employee or by the Corporation, (i) the Employee shall not engage, either directly or indirectly, in any manner or capacity, in any business or activity which is competitive with any business or activity conducted by the Corporation; (ii) the Employee shall not work for or employ, directly or indirectly, or cause to be employed by another, any person who was an employee, officer or agent of the Corporation or of any of its subsidiaries at any time during a period of twelve (12) months following prior to the date that his employment by the Company terminates (regardless of the reason for such termination) (the date of any such termination of Executive’s employment with the Company is referred to herein as the “Separation Date”): (i) authorize his name to be used by any Business Entity; (ii) solicit for any Business Entity the employment of the Employee under this Employment Agreement nor shall the Employee form any individual who partnership with, or establish any business venture in cooperation with, any such person which is then currently competitive with any business or was, within the six (6) months preceding the Separation Date, an employee activity of the Company; Corporation; (iii) induce on behalf the Employee shall not give, sell or lease any goods or services competitive with the goods or services of the Corporation or its subsidiaries to any Business Entity (A) any licensee of a Company product or service; (B) any person or entity for whom the Company provided or was to provideperson, within six (6) months preceding the Separation Datepartnership, maintenance corporation or other entity who purchased goods or services for a fee, pursuant to a formal agreement from the Corporation or otherwise; its subsidiaries within one (C1) any person or entity to whom, within six (6) months preceding year before the Separation Date, the Company had made a presentation or solicitation wholly or partially in writing, or for whom the Company had performed or provided a “savings analysis;” and (D) any joint venturer or subcontractor termination of the Company (collectively, a “Customer”) to cancel any order previously placed or not place any future orders with employment of the Company; Employee under this Employment Agreement; (iv) solicit for the Employee shall not have any Business Entity from financial interest, or participate as a director, officer, stockholder, partner, employee, consultant or otherwise, in any then-Customer of the Company any business opportunity corporation, partnership or other entity which is competitive or potentially competitive, to with any business related to the logistics execution software and support services to the supply chain marketplace carried on or activity conducted by the Company or to the relationship between the Company Corporation. (b) The Corporation and the Customer;Employee agree that the services of the Employee are of a personal, special, unique and extraordinary character, and cannot be replaced by the Corporation without great difficulty, and that the violation by the Employee of any of his agreements under this Section (10) would damage the goodwill of the Corporation and cause the Corporation irreparable harm which could not reasonably or adequately be compensated in damages in an action at law, and that the agreements of the Employee under this Section (10) may be enforced by the Corporation in equity by an injunction or restraining order in addition to being enforced by the Corporation at law. (vc) render for In the event that this Section (10) shall be determined by any Business Entity any service, for or without any compensation, in connection with the design, development, manufacture, marketing or sale court of any product reasonably deemed competitive with any service or product then, or within six (6) months preceding the Separation Date, offered by the Company; or (vi) participate in, directly or indirectly, (whether as advisor, principal, agent, partner, officer, director, employee, stockholder, associate or consultant of) any Business Entity (provided that any interest of Executive through investment in up to an aggregate of two percent (2%) in any class of any person whose securities are required competent jurisdiction to be registered under unenforceable by reason of its extending for too long a period of time or over too great a range of activities, it shall be interpreted to extend only over the Securities Exchange Act maximum period of 1934, time or range of activities as amended, shall not to which it may be considered participation hereunder)enforceable.

Non-Competition. Executive hereby agrees that he will not(a) During the period during which Employee is employed hereunder (the "Non-Competition Period"), and, at the Company's option, for a period of twelve (12) six months following thereafter, provided the Company continues to pay Employee his base salary, as in effect at the date that his Employee's employment by the Company terminates ended (regardless of the reason for with any severance payments made to Employee credited to such termination) (the date payments), during such six month period, irrespective of any such termination claim by Employee of Executive’s employment with the a breach by Company is referred to herein as the “Separation Date”):of this Agreement: (i) authorize his name the Employee will not make any statement or perform any act intended to be used by advance an interest of any Business Entityexisting or prospective Competitor (as defined in subparagraph (iii) below) of the Company or any of its Affiliates in any way that will or may injure an interest of the Company or any of its Affiliates in its relationship and dealings with existing or potential customers or clients, or solicit or encourage any other Employee of the Company or any of its Affiliates to do any act that is disloyal to the Company or any of its Affiliates or inconsistent with the interest of the Company or any of its Affiliates' interests or in violation of any provision of this Agreement; (ii) solicit for any Business Entity the employment Employee will not solicit, divert or take away, or attempt to solicit, divert or to take away, the business or patronage of any individual who is then currently of the clients, customers, dealers, distributors, representatives or wasaccounts, within or prospective clients, customers, dealers, distributors, representatives or accounts, of the six Company or its Affiliates which were contacted, solicited or served by employees of the Company while the Employee was employed by the Company. This subparagraph (6ii) months preceding shall only apply to such actions taken by the Separation Date, an employee Employee on behalf of a Competitor of the Company, such term is described in subparagraph (iii) below; (iii) induce on behalf of the Employee will not directly or indirectly (as a director, stockholder, officer, executive, manager, consultant, independent contractor, advisor or otherwise) engage in competition with, or own any Business Entity interest in, perform any services for, participate in or be connected with (Aa) any licensee of a Company product business or service; (B) any person or entity for whom organization which engages in competition with the Company provided or was to provide, within six (6) months preceding any of its Affiliates in the Separation Date, maintenance United States or any other services for a fee, pursuant to a formal agreement or otherwise; (C) any person or entity to whom, within six (6) months preceding the Separation Date, the Company had made a presentation or solicitation wholly or partially in writing, or for whom the Company had performed or provided a “savings analysis;” and (D) any joint venturer or subcontractor of the Company (collectively, a “Customer”) to cancel any order previously placed or not place any future orders with the Company; (iv) solicit for any Business Entity from any then-Customer of the Company geographical area where any business opportunity which is competitive or potentially competitive, to any business related to the logistics execution software and support services to the supply chain marketplace presently carried on by the Company or any of its Affiliates, or (b) any business or organization which engages in competition in such area of business with the Company or any of its Affiliates in any geographical area where any such business shall be hereafter, during the period of the Employee's employment by the Company, carried on by the Company or any of its Affiliates, if such business is also being carried on by the Company or any of its Affiliates in such geographical area during the Non-Competition Period. Competition shall be deemed to the relationship exist between the Company and any other person or firm which primarily engages in the Customer;business of manufacturing, sale or distribution of network management products, such person or firm to be defined herein as a "Competitor"; and (viv) render the Employee will not directly or indirectly solicit for employment, or advise or recommend to any Business Entity any serviceother person that they employ or solicit for employment, for or without on behalf of a Competitor, any compensationemployee of the Company or any of its Affiliates; provided, in connection with however, that the design, development, manufacture, marketing or sale provisions of any product reasonably deemed competitive with any service or product then, or within six (6this Section 8(a) months preceding the Separation Date, offered by the Company; or (vi) participate in, directly or indirectly, (whether as advisor, principal, agent, partner, officer, director, employee, stockholder, associate or consultant of) any Business Entity (provided that any interest of Executive through investment in up to an aggregate of two percent (2%) in any class of any person whose securities are required to be registered under the Securities Exchange Act of 1934, as amended, shall not be considered participation hereunder)deemed to prohibit the Employee's ownership of not more than five percent (5%) of the total shares of all classes of stock outstanding of any publicly held company. (i) The Employee further agrees that the limitations set forth in this Section 8 (including, without limitation, any time or territorial limitations) are reasonable and properly required for the adequate protection of the businesses of the Company and its Affiliates. It is understood and agreed that the covenants made by the Employee in this Section 8 shall survive the expiration or termination of this Agreement. (ii) The Employee acknowledges and agrees that a remedy at law for any breach or threatened breach of the provisions of this Section 8 would be inadequate and, therefore, agrees that the Company and any of its Affiliates shall be entitled to injunctive relief in addition to any other available rights and remedies in cases of any such breach or threatened breach; provided, however, that nothing contained herein shall be construed as prohibiting the Company or any of its Affiliates from pursuing any other rights and remedies available for any such breach or threatened breach.

Non-Competition. (a) The Executive hereby agrees acknowledges that the services which he will notperform for the Company are of a special and unique nature, for a period and that the Company would find it extremely difficult or impossible to replace the Executive. Accordingly, the Executive agrees that, in consideration of twelve this Agreement and the payments to be received by him hereunder in the event the occurrence of certain actions as specified herein, the Executive will not (12i) months following from and after the date that his employment hereof through the period during which the Executive continues to be employed by the Company terminates (regardless of the reason for such termination) (the date of any such termination of Executive’s employment with the Company is referred to herein as the “Separation Date”): (i) authorize his name to be used by any Business Entity; "Employment Period"), and (ii) solicit for any Business Entity in the employment of any individual who is then currently or was, within the six (6) months preceding the Separation Date, an employee event of the Company; (iii) induce on behalf of any Business Entity (A) any licensee of a Company product Executive's termination or service; (B) any person or entity for whom the Company provided or was to provide, within six (6) months preceding the Separation Date, maintenance or other services for a fee, resignation hereunder pursuant to a formal agreement or otherwise; (C) any person or entity to whom, within six (6) months preceding the Separation Date, the Company had made a presentation or solicitation wholly or partially provisions set forth in writing, or for whom the Company had performed or provided a “savings analysis;” Sections 2 and (D) any joint venturer or subcontractor of the Company (collectively, a “Customer”) to cancel any order previously placed or not place any future orders with the Company; (iv) solicit for any Business Entity from any then-Customer of the Company any business opportunity which is competitive or potentially competitive, to any business related to the logistics execution software and support services to the supply chain marketplace carried on by the Company or to the relationship between the Company and the Customer; (v) render for any Business Entity any service4 hereof, for or without any compensation, in connection with the design, development, manufacture, marketing or sale of any product reasonably deemed competitive with any service or product then, or within six one-year period thereafter (6) months preceding the Separation Date, offered by the Company; or (vi) participate in"Non-Competition Period"), directly or indirectly, (whether own, manage, operate, join, control or participate in the ownership, management, operation or control of, or be connected as advisora director, principalofficer, agentemployee, partner, officerlender, directorconsultant or Otherwise ("Participate" or a "Participation") with, employeeany business or organization in any part of the United States in which the Company sells products or provides services, stockholderwhich Competes with the Company (as hereinafter defined), associate except with the Company's prior written consent. For purposes of this Agreement, a business or consultant of) any Business Entity (provided organization shall be deemed to "Compete with the Company" if such business or entity is engaged in the residential and/or commercial security business, and the residential and/or commercial security business constitutes the majority of such business or organization's business operations; provided, however, that any interest with respect to a business or organization in which the residential and/or commercial security business constitutes less than the majority of such business or organization's business operations, the Executive through shall be prohibited hereunder from Participating in the division, segment or other portion of such business or entity which is engaged in the residential and/or commercial security business during the Non-Competition Period. Nothing in this paragraph shall prohibit the Executive from owning for investment in up to purposes an aggregate of two percent (2%) in any class up to 3% of the publicly traded securities of any person corporation listed on the New York or American Stock Exchange or whose securities are required quoted on the NASDAQ National Market, provided that there shall be no limitation on the percentage of ownership of the Company or any successor thereto that may be owned by the Executive hereunder. Notwithstanding anything which may be to be registered under the Securities Exchange Act of 1934contrary herein, as amended, the Executive shall not be considered participation hereunder)required to cease Participation in any business or organization which begins to Compete with the Company subsequent to the time when the Executive commences such Participation, provided that such business or organization began to Compete with the Company through no action, assistance, or plan of the Executive.

Non-Competition. Executive hereby Grantee acknowledges and agrees that he will not(a) at all times while Grantee is employed with the Company Group, for Grantee shall pursue all appropriate business opportunities of the Company Group exclusively through the Company Group and (b) the Company Group would be irreparably damaged if Grantee (or, if applicable, any of Grantee’s controlled Affiliates) were to provide services to any Person (including Grantee) engaged in a period Restricted Business (as defined below) and that such competition by Grantee (or, if applicable, any of twelve (12Grantee’s controlled Affiliates) months following the date that his employment would result in a significant loss of goodwill by the Company terminates Group. Therefore, Grantee agrees that during the period commencing on the Effective Date and ending on the first (regardless 1st) anniversary of the reason for such terminationdate on which Grantee or any Grantee’s Affiliates cease to be direct or indirect members of EOC Parent or, if earlier, the first (1st) (anniversary of the date of any such termination of Executiveon which Grantee’s employment or services with the Company is referred to herein as the “Separation Date”): (i) authorize his name to be used by any Business Entity; (ii) solicit Group terminates for any Business Entity the employment reason, Grantee shall not (and, as applicable, shall cause each of his controlled Affiliates not to) directly or indirectly through another Person own any individual who is then currently or was, within the six (6) months preceding the Separation Date, an employee of the Company; (iii) induce on behalf of any Business Entity (A) any licensee of a Company product or service; (B) any person or entity for whom the Company provided or was to provide, within six (6) months preceding the Separation Date, maintenance or other services for a fee, pursuant to a formal agreement or otherwise; (C) any person or entity to whom, within six (6) months preceding the Separation Date, the Company had made a presentation or solicitation wholly or partially in writing, or for whom the Company had performed or provided a “savings analysis;” and (D) any joint venturer or subcontractor of the Company (collectively, a “Customer”) to cancel any order previously placed or not place any future orders with the Company; (iv) solicit for any Business Entity from any then-Customer of the Company any business opportunity which is competitive or potentially competitive, to any business related to the logistics execution software and support services to the supply chain marketplace carried on by the Company or to the relationship between the Company and the Customer; (v) render for any Business Entity any service, for or without any compensation, in connection with the design, development, manufacture, marketing or sale of any product reasonably deemed competitive with any service or product then, or within six (6) months preceding the Separation Date, offered by the Company; or (vi) participate interest in, directly or indirectlymanage, control, participate in (whether as advisor, principal, agent, partner, an officer, director, manager, employee, stockholderpartner, associate equity holder, member, agent, advisor, individual independent contractor, consultant, representative or consultant ofotherwise), consult with, represent, render services for, or in any other manner engage in the Restricted Business in any geographic area where the Company Group conducts it; provided, that nothing herein shall prohibit Grantee (and any of his controlled Affiliates, as applicable) any Business Entity from (provided that any interest i) being a passive owner of Executive through investment in up to an aggregate of not more than two percent (2%) in of the outstanding stock of any class of a corporation or entity which is publicly traded so long as Grantee (or any person whose securities are required of Grantee’s controlled Affiliates, if applicable) does not have any active participation in the management or other business of such corporation or entity or (ii) being employed by or otherwise providing services to be registered under the Securities Exchange Act any corporation or entity, a division or subsidiary of 1934, as amended, shall not be considered participation hereunder).which is engaged

Non-Competition. Executive hereby agrees that he will The Vendor shall not, either alone or jointly with another or others, whether as principal, agent, director, shareholder, independent contractor, officer, employee or in any other capacity, whether directly or indirectly, and whether for his own benefit or that of others: (a) be engaged or have an economic interest in any business which competes with any business carried on or engaged in by the Purchaser or any of its Affiliates at or before (provided such business has not been terminated or abandoned by Purchaser or such Affiliate) the date of termination of Vendor's employment, including without limitation Related Activities (as defined below) (hereinafter, a "Competitive Business"); (b) solicit or endeavor to solicit on behalf of a Competitive Business, from or with any person or entity: (i) who or which was a customer of the Purchaser or any of its Affiliates at any time during the period of twelve (12) months following the date that his employment by the Company terminates (regardless of the reason for such termination) (preceding the date of any such the termination of Executive’s employment with the Company is referred to herein as the “Separation Date”): (i) authorize his name to be used by any Business EntityVendor's employment; (ii) who or which the Vendor or someone for whom he was directly responsible solicited, negotiated, contracted, serviced, advised or had contact with on the Purchaser's or any of its Affiliates' behalf; or (iii) to whom the Purchaser or any of its Affiliates had made proposals to do business at any time during the period of twelve (12) months preceding the date of the termination of the employment; (c) deal, do business or endeavor to deal or do business for a Competitive Business from or with any person or entity: (i) who or which was a customer of the Purchaser or any of its Affiliates at any time during the twelve (12) months preceding the date of the termination of the employment; (ii) who or which the Vendor or someone for whom he was directly responsible solicited, negotiated, contracted, serviced, advised or had contact with on the Purchaser's or any of its Affiliates' behalf; or (iii) to whom the Purchaser or any of its Affiliates had made proposals to do business at any time during the period of twelve (12) months preceding the date of the termination of the employment; (d) without the written permission of the Board of the Purchaser (such permission not to be unreasonably withheld or delayed and in particular such permission will not be withheld if the Purchaser considers that the Vendor has neither a personal influence with clients nor is in possession of confidential information) offer employment to or otherwise solicit for any Business Entity employment the employment services of any individual who is then currently was an employee or was, within director of the six Purchaser or any of its Affiliates during the period of twelve (612) months preceding the Separation Date, an employee date of the Company; (iii) induce on behalf termination of any Business Entity (A) any licensee of a Company product or service; (B) any person or entity for whom the Company provided or was to provide, within six (6) months preceding the Separation Date, maintenance or other services for a fee, pursuant to a formal agreement or otherwise; (C) any person or entity to whom, within six (6) months preceding the Separation Date, the Company had made a presentation or solicitation wholly or partially in writing, or for whom the Company had performed or provided a “savings analysis;” and (D) any joint venturer or subcontractor of the Company (collectively, a “Customer”) to cancel any order previously placed employment whether or not place such persons would commit any future orders breach of his contract of employment with the Company; (iv) solicit for Purchaser or any Business Entity from any then-Customer of the Company any business opportunity which is competitive or potentially competitive, to any business related to the logistics execution software and support services to the supply chain marketplace carried on its Affiliates by the Company or to the relationship between the Company and the Customer; (v) render for any Business Entity any reason of his leaving service, for or without any compensation, in connection with the design, development, manufacture, marketing or sale of any product reasonably deemed competitive with any service or product then, or within six (6) months preceding the Separation Date, offered by the Company; or (vie) participate in, directly or indirectly, (whether as advisor, principal, agent, partner, officer, director, employee, stockholder, associate or consultant of) indirectly take any Business Entity (provided that any interest of Executive through investment in up to an aggregate of two percent (2%) in any class of any person whose securities are required action which is intended to be registered under materially detrimental or otherwise intended to be adverse to the Securities Exchange Act Purchaser's and/or any of 1934, as amended, shall not be considered participation hereunder).its Affiliates'

Non-Competition. Executive hereby The Employee agrees that he will notthat, during his employment by the Employer hereunder and for a an additional period of twelve (12) months following after the date that his employment by the Company terminates (regardless termination of the reason for such termination) (the date of any such termination of ExecutiveEmployee’s employment with the Company is referred to herein as the “Separation Date”): (i) authorize his name to be used by any Business Entity; (ii) solicit hereunder for any reason, neither the Employee nor any corporation or other entity in which the Employee may be interested as a partner, trustee, director, officer, employee, agent, shareholder, lender of money or guarantor, or for which he performs services in any capacity (including as a consultant or independent contractor) shall at any time during such period be engaged, directly or indirectly, in any Competitive Business Entity (as that term is hereinafter defined). The Employee shall not solicit or, if the employment Employee owns or has the right to acquire more than five percent (5%) of the fully-diluted equity of the employing entity or its affiliates, hire, directly or indirectly, any individual who is then currently or was, within person that was employed by Employer during the six (6) months month period immediately preceding the Separation DateEmployee’s termination of employment with the Employer. For purposes of this Section 5(b) the term “Competitive Business” shall mean any job, an employee role, or specific responsibilities within a firm, company, or business organization that competes directly with the Employer’s business as in effect at the time of the Company; Employee’s termination of employment with the Employer or in a business area planned in writing by the Employer before the Termination Date for entry within twelve (iii12) induce on behalf months of the Termination Date at the time of the Employee’s termination of employment with the Employer. The foregoing prohibition shall not prevent any employment or engagement of the Employee, after termination of employment with the Employer, by any firm, company, or business organization engaged in a Competitive Business as long as the activities of any Business Entity such employment or engagement, in any capacity, do not involve work on matters related to any business, product or service being developed, manufactured, marketed, distributed or planned in writing by the Employer at the time of the Employee’s termination of employment with the Employer. The Employee’s ownership of no more than one percent (A1%) any licensee of the outstanding voting stock of a Company product or service; (B) any person or entity for whom publicly traded company shall not constitute a violation of this Section 5(b). The Employee is entering into this covenant not to compete in consideration of the Company provided or was agreements of the Employer in this Agreement, including but not limited to, the agreement of the Employer to provide, within six (6) months preceding provide the Separation Date, maintenance or severance and other services for benefits to the Employee upon a fee, termination of employment pursuant to a formal Section 4(d) hereof and the agreement or otherwise; (C) any person or entity to whom, within six (6) months preceding the Separation Date, the Company had made a presentation or solicitation wholly or partially in writing, or for whom the Company had performed or provided a “savings analysis;” and (D) any joint venturer or subcontractor of the Company (collectively, Employer to provide the severance and other benefits upon a “Customer”) to cancel any order previously placed or not place any future orders Change of Control in accordance with the Company; (iv) solicit for any Business Entity from any then-Customer terms of the Company any business opportunity which is competitive or potentially competitive, to any business related to the logistics execution software and support services to the supply chain marketplace carried on by the Company or to the relationship between the Company and the Customer; (v) render for any Business Entity any service, for or without any compensation, in connection with the design, development, manufacture, marketing or sale of any product reasonably deemed competitive with any service or product then, or within six (6) months preceding the Separation Date, offered by the Company; or (vi) participate in, directly or indirectly, (whether as advisor, principal, agent, partner, officer, director, employee, stockholder, associate or consultant of) any Business Entity (provided that any interest of Executive through investment in up to an aggregate of two percent (2%) in any class of any person whose securities are required to be registered under the Securities Exchange Act of 1934, as amended, shall not be considered participation hereunderSection 4(e).

Non-Competition. Executive hereby agrees (A) You acknowledge that he your services to be rendered are of a special and unusual character and have a unique value to Nabi the loss of which cannot adequately be compensated by damages in an action at law. In view of the unique value of the services, and because of the Confidential Information to be obtained by or disclosed to you, and as a material inducement to Nabi to enter into this Agreement and to pay to you the compensation referred to above and other consideration provided, you covenant and agree that you will not, during the term of your employment by Nabi and for a period of twelve one (121) months following the date that his employment by the Company terminates (regardless of the reason for such termination) (the date of any such year after termination of Executive’s such employment with the Company is referred to herein as the “Separation Date”): (i) authorize his name to be used by any Business Entity; (ii) solicit for any Business Entity the employment of any individual who is then currently or wasreason whatsoever, within the six (6) months preceding the Separation Date, an employee of the Company; (iii) induce on behalf of any Business Entity (A) any licensee of a Company product or service; (B) any person or entity for whom the Company provided or was to provide, within six (6) months preceding the Separation Date, maintenance or other services for a fee, pursuant to a formal agreement or otherwise; (C) any person or entity to whom, within six (6) months preceding the Separation Date, the Company had made a presentation or solicitation wholly or partially in writing, or for whom the Company had performed or provided a “savings analysis;” and (D) any joint venturer or subcontractor of the Company (collectively, a “Customer”) to cancel any order previously placed or not place any future orders with the Company; (iv) solicit for any Business Entity from any then-Customer of the Company any business opportunity which is competitive or potentially competitive, to any business related to the logistics execution software and support services to the supply chain marketplace carried on by the Company or to the relationship between the Company and the Customer; (v) render for any Business Entity any service, for or without any compensation, in connection with the design, development, manufacture, marketing or sale of any product reasonably deemed competitive with any service or product then, or within six (6) months preceding the Separation Date, offered by the Company; or (vi) participate inyou will not, directly or indirectly, (whether a) engage or become interested, as advisorowner, principalemployee, agentconsultant, partner, officer, director, employee, stockholder, associate or consultant of) any Business Entity through stock ownership (provided that any interest except ownership of Executive through investment in up to an aggregate less than five percent of two percent (2%) in any class of securities which are publicly traded), investment of capital, lending of money or property, rendering of services, or otherwise, either alone or in association with others, in the operations, management or supervision of any person whose securities type of business or enterprise engaged in any business which is competitive with any business of Nabi (a "Competitive Business"), (b) solicit or accept orders from any current or past customer of Nabi for products or services offered or sold by, or competitive with products or services offered or sold by, Nabi, (c) induce or attempt to induce any such customer to reduce such customer's purchase of products or services from Nabi, (d) disclose or use for the benefit of any Competitive Business the name and/or requirements of any such customer or (e) solicit any of Nabi's employees to leave the employ of Nabi or hire or negotiate for the employment of any employee of Nabi. (B) You have carefully read and considered the provisions of this Section and Section 8 and having done so, agree that the restrictions set forth (including but not limited to the time period of restriction and the world wide areas of restriction) are fair and reasonable (even if termination is at our request and without cause) and are reasonably required for the protection of the interest of Nabi, its officers, directors, and other employees. You acknowledge that upon termination of this Agreement for any reason, it may be necessary for you to relocate to another area, and you agree that this restriction is fair and reasonable and is reasonably required for the protection of the interests of Nabi, its officers, directors, and other employees. (C) In the event that, notwithstanding the foregoing, any of the provisions of this Section or Section 8 shall be held to be registered under invalid or unenforceable, the Securities Exchange Act remaining provisions thereof shall nevertheless continue to be valid and enforceable as though invalid or unenforceable parts had not been included therein. In the event that any provision of 1934this Section relating to time period and/or areas of restriction shall be declared by a court of competent jurisdiction to exceed the maximum time period or areas such court deems reasonable and enforceable, as amendedsaid time period and/or areas of restriction shall be deemed to become, shall not and thereafter be, the maximum time period and/or area which such court deems reasonable and enforceable. (D) With respect to the provisions of this Section, you agree that damages, by themselves, are an inadequate remedy at law, that a material breach of the provisions of this Section would cause irreparable injury to the aggrieved party, and that provisions of this Section 9 may be considered participation hereunder)specifically enforced by injunction or similar remedy in any court of competent jurisdiction without affecting any claim for damages.

Non-Competition. (a) In view of the unique and valuable services expected to be rendered by Executive hereby to the Fairway Group, Executive’s knowledge of the trade secrets and other proprietary information relating to the business of the Fairway Group and in consideration of the compensation to be received hereunder, and Executive’s ownership interest in the Company, Executive agrees that he will not, for a during the period of twelve (12) months following the date that his employment by the Company terminates and the greater of (regardless of the reason for such terminationi) (the date of any such termination of Executive’s one year following his employment with the Company is referred to herein as the “Separation Date”): (i) authorize his name to be used by any Business Entity; or (ii) solicit the Severance Period (the “Non-Competition Period”), Executive shall not, whether for any Business Entity the employment of any individual who is then currently or was, within the six (6) months preceding the Separation Date, an employee of the Company; (iii) induce on behalf of any Business Entity (A) any licensee of a Company product or service; (B) any person or entity for whom the Company provided or was to provide, within six (6) months preceding the Separation Date, maintenance or other services for a fee, pursuant to a formal agreement or otherwise; (C) any person or entity to whom, within six (6) months preceding the Separation Date, the Company had made a presentation or solicitation wholly or partially in writing, or for whom the Company had performed or provided a “savings analysis;” and (D) any joint venturer or subcontractor of the Company (collectively, a “Customer”) to cancel any order previously placed or not place any future orders with the Company; (iv) solicit for any Business Entity from any then-Customer of the Company any business opportunity which is competitive or potentially competitive, to any business related to the logistics execution software and support services to the supply chain marketplace carried on by the Company or to the relationship between the Company and the Customer; (v) render for any Business Entity any service, for compensation or without any compensation, in connection with the design, development, manufacture, marketing or sale of any product reasonably deemed competitive with any service or product then, or within six (6) months preceding the Separation Date, offered by the Company; or (vi) participate in, directly or indirectly, (whether as advisoran owner, principal, agent, partner, officermember, directorshareholder, employeeindependent contractor, stockholderconsultant, associate joint venturer, investor, licensor, lender or consultant in any other capacity whatsoever, alone, or in association with any other person, carry on, be engaged or take part in, or render services (other than services which are generally offered to third parties) or provide advice to, own, share in the earnings of) , invest in the stocks, bonds or other securities of, or otherwise become financially interested in, any Business Entity (provided that entity primarily engaged in the retail grocery business anywhere in the northeastern United States and in any interest other area where the Company is doing business or into which the Board has, to the knowledge of the Executive, discussed the possibility of expanding the Fairway Group’s operations. The record or beneficial ownership by Executive through investment in of up to an aggregate of two one percent (21%) in any class of the shares of any person corporation whose shares are publicly traded on a national securities exchange or in the over-the-counter market shall not of itself constitute a breach hereunder. In addition, Executive shall not, directly or indirectly, during the Non-Competition Period, except in the good faith performance of his duties for the Fairway Group, request or cause any suppliers or customers with whom the Fairway Group has a business relationship to cancel or terminate any such business relationship with any member of the Fairway Group or solicit, interfere with, entice from or hire from any member of the Fairway Group any employee of any member of the Fairway Group. Notwithstanding the foregoing, the provisions of this Section 9 shall not be violated by (x) general advertising or solicitation not specifically targeted at Fairway Group related persons or entities or (y) Executive’s serving as a reference upon request. If the Company breaches its obligation to make the Severance Payments (other than in the circumstances described in the next sentence) or to comply with its obligations under Section 4 hereof, and such breach is not cured within thirty (30) days after written notice of such breach is provided to the Company by Executive, then in addition to any other remedies available to the Executive, Executive shall be released from his obligations under this Section 9. If Executive does not comply in all material respects with his obligations under this Section 9 (other than in the circumstances described in the immediately preceding sentence), then notwithstanding anything herein to the contrary, the Company shall not be obligated to pay Executive any remaining portion of the Severance Payments. (b) During the Non-Competition Period: (i) Executive shall not make any oral or written statements, either directly or through other persons or entities, which are required disparaging to be registered under any member of the Securities Exchange Act Fairway Group or any of 1934its affiliates, as amendedmanagement, officers, directors, services, products, operations or other matters relating to the Fairway Group’s businesses; and (ii) The Fairway Group, formally or through its officers and directors, shall not make any oral or written statements, either directly or through other persons or entities, which are disparaging to Executive. Notwithstanding the foregoing provisions of this Section 9(b), it shall not be considered participation hereundera violation of this Section 9(b) for Executive or the Fairway Group to (i) make truthful statements when required by order of a court or other body having jurisdiction, any governmental investigation or inquiry by a governmental entity, subpoena, court order, compulsory legal process, or as otherwise may be required by law, (ii) make traditional competitive statements in the course of promoting a competing business (except in violation of Section 9, 10 or 11 hereof), (iii) disclose that Executive is no longer employed by the Company, (iv) rebut inaccurate statements made by the other party or (v) for either party to make truthful statements to enforce his or its rights under this Agreement. (c) If any portion of the restrictions set forth in this Section 9 should, for any reason whatsoever, be declared invalid by a court of competent jurisdiction, the validity or enforceability of the remainder of such restrictions shall not thereby be adversely affected. (d) Executive acknowledges that the provisions of this Section 9 were a material inducement to the Company to enter into this Agreement and to employ Executive. Executive further acknowledges that the territorial and time limitations set forth in this Section 9 are reasonable and properly required for the adequate protection of the business of the Fairway Group. Executive hereby waives, to the extent permitted by law, any and all right to contest the validity of this Section 9 on the ground of breadth of its geographic or product and service coverage or length of term. In the event any such territorial or time limitation is deemed to be unreasonable by a court of competent jurisdiction, Executive agrees to the reduction of the territorial or time limitation to the area or period which such court shall deem reasonable. (e) The existence of any claim or cause of action by Executive against the Company or any other member of the Fairway Group shall not constitute a defense to the enforcement by the Fairway Group of the foregoing restrictive covenants, but such claim or cause of action shall be litigated separately.

Non-Competition. (a) Upon any termination of Executive's employment hereunder, other than a termination (whether voluntary or involuntary) following a Change in Control), as a result of which the Company is paying Executive hereby benefits under Section 6 of this Agreement, Executive agrees that he will not, not to compete with the Bank and/or the Company for a period of twelve one (121) months year following such termination within twenty-five (25) miles of any existing branch of the date that his employment by Bank or any subsidiary of the Company terminates or within twenty-five (regardless 25) miles of any office for which the Bank, the Company or a Bank subsidiary of the reason Company has filed an application for regulatory approval to establish an office, determined as of the effective date of such termination) (the date of any such termination of Executive’s employment with the Company is referred , except as agreed to herein as the “Separation Date”): (i) authorize his name to be used by any Business Entity; (ii) solicit for any Business Entity the employment of any individual who is then currently or was, within the six (6) months preceding the Separation Date, an employee of the Company; (iii) induce on behalf of any Business Entity (A) any licensee of a Company product or service; (B) any person or entity for whom the Company provided or was to provide, within six (6) months preceding the Separation Date, maintenance or other services for a fee, pursuant to a formal agreement or otherwise; (C) any person or entity to whom, within six (6) months preceding the Separation Date, the Company had made a presentation or solicitation wholly or partially in writing, or for whom the Company had performed or provided a “savings analysis;” and (D) any joint venturer or subcontractor of the Company (collectively, a “Customer”) to cancel any order previously placed or not place any future orders with the Company; (iv) solicit for any Business Entity from any then-Customer of the Company any business opportunity which is competitive or potentially competitive, to any business related to the logistics execution software and support services to the supply chain marketplace carried on resolution duly adopted by the Company or to the relationship between the Company Board. Executive agrees that during such period and the Customer; (v) render for any Business Entity any servicewithin said area, cities, towns and counties, Executive shall not work for or without any compensationadvise, in connection with the design, development, manufacture, marketing consult or sale of any product reasonably deemed competitive with any service or product then, or within six (6) months preceding the Separation Date, offered by the Company; or (vi) participate inotherwise serve with, directly or indirectly, (whether as advisorany entity whose business materially competes with the depository, principallending or other business activities of the Bank and/or the Company. The parties hereto, agentrecognizing that irreparable injury will result to the Bank and/or the Company, partnerits business and property in the event of Executive's breach of this Subsection 11(a) agree that in the event of any such breach by Executive, officerthe Bank and/or the Company will be entitled, directorin addition to any other remedies and damages available, employee, stockholder, associate or consultant of) any Business Entity (provided that any interest of Executive through investment in up to an aggregate injunction to restrain the violation hereof by Executive, Executive's partners, agents, servants, employers, employees and all persons acting for or with Executive. Executive represents and admits that Executive's experience and capabilities are such that Executive can obtain employment in a business engaged in other lines and/or of two percent a different nature than the Bank and/or the Company, and that the enforcement of a remedy by way of injunction will not prevent Executive from earning a livelihood. Nothing herein will be construed as prohibiting the Bank and/or the Company from pursuing any other remedies available to the Bank and/or the Company for such breach or threatened breach, including the recovery of damages from Executive. (2%b) in Executive recognizes and acknowledges that the knowledge of the business activities and plans for business activities of the Company and affiliates thereof, as it may exist from time to time, is a valuable, special and unique asset of the business of the Company. Executive will not, during or after the term of his employment, disclose any class knowledge of the past, present, planned or considered business activities of the Company or affiliates thereof to any person whose securities are person, firm, corporation, or other entity for any reason or purpose whatsoever (except for such disclosure as may be required to be registered under provided to any federal banking agency with jurisdiction over the Securities Exchange Act Company or Executive). Notwithstanding the foregoing, Executive may disclose any knowledge of 1934banking, financial and/or economic principles, concepts or ideas which are not solely and exclusively derived from the business plans and activities of the Company, and Executive may disclose any information regarding the Bank or the Company which is otherwise publicly available. In the event of a breach or threatened breach by Executive of the provisions of this Section, the Company will be entitled to an injunction restraining Executive from disclosing, in whole or in part, the knowledge of the past, present, planned or considered business activities of the Company or affiliates thereof, or from rendering any services to any person, firm, corporation, other entity to whom such knowledge, in whole or in part, has been disclosed or is threatened to be disclosed. Nothing herein will be construed as amendedprohibiting the Company from pursuing any other remedies available to the Company for such breach or threatened breach, shall not be considered participation hereunder)including the recovery of damages from Executive.

Non-Competition. Executive hereby (a) For the Restricted Period in the Restricted Area, each Principal agrees that he will shall not, for a period of twelve (12) months following the date that and shall cause his employment by the Company terminates (regardless of the reason for such termination) (the date of any such termination of Executive’s employment with the Company is referred to herein as the “Separation Date”): (i) authorize his name to be used by any Business Entity; (ii) solicit for any Business Entity the employment of any individual who is then currently or was, within the six (6) months preceding the Separation Date, an employee of the Company; (iii) induce on behalf of any Business Entity (A) any licensee of a Company product or service; (B) any person or entity for whom the Company provided or was to provide, within six (6) months preceding the Separation Date, maintenance or other services for a fee, pursuant to a formal agreement or otherwise; (C) any person or entity to whom, within six (6) months preceding the Separation Date, the Company had made a presentation or solicitation wholly or partially in writing, or for whom the Company had performed or provided a “savings analysis;” and (D) any joint venturer or subcontractor of the Company (collectively, a “Customer”) to cancel any order previously placed or controlled Affiliates not place any future orders with the Company; (iv) solicit for any Business Entity from any then-Customer of the Company any business opportunity which is competitive or potentially competitive, to any business related to the logistics execution software and support services to the supply chain marketplace carried on by the Company or to the relationship between the Company and the Customer; (v) render for any Business Entity any service, for or without any compensation, in connection with the design, development, manufacture, marketing or sale of any product reasonably deemed competitive with any service or product then, or within six (6) months preceding the Separation Date, offered by the Company; or (vi) participate into, directly or indirectly, (i) solicit, induce or cause any Person with whom that Transferor Party had a business relationship with respect to the Business to reduce or terminate such Person’s business relationship with an Acquiring Party or any of their respective Affiliates or their successors or assigns; and none of the Transferor Parties shall, directly or indirectly, approach any such Person for any such purpose, or authorize or assist in the taking of any of such actions for any such purpose, (ii) engage in any Restricted Activity, (iii) acquire, or own in any manner, any interest in any Person that engages in any Restricted Activity, or that engages in any business, activity or enterprise that competes with any aspect of any of Restricted Activity, or (iv) be interested in (whether as an owner, director, officer, partner, member, manager, joint venturer, lender, shareholder, vendor, consultant, employee, advisor, principal, agent, partnerindependent contractor or otherwise), officeror otherwise participate in the management or operation of, directorany Person that engages in any Restricted Activity or in any business, activity or enterprise that competes with any Restricted Activity; provided, however, that this Section 5.8 shall not apply to the ownership of less than five percent (5%) of the outstanding stock of any Person who has a class of securities that is publicly traded. (b) The Parties acknowledge that the acquisition of the Business and the goodwill of the Business is an essential component of the transactions contemplated hereby, and believe that the goodwill of the Transferors and of the Business is a valuable asset and an essential inducement to the Acquiring Parties to enter into this Agreement and to consummate the transactions to be consummated pursuant to this Agreement. The Parties acknowledge that it could substantially dilute the value of such goodwill if any of the Transferor Parties violated any of the provisions of Section 5.8. In order to induce the Acquiring Parties to enter into this Agreement and as a condition precedent to the consummation of the transactions contemplated by this Agreement, each of the Transferor Parties agrees, insofar as he or it acts in its capacity as a selling equity holder, or a controlling person thereof, and not as an employee, stockholdera manager, associate a member of a management board or consultant ofa consultant, to accept and be bound by the restrictions as set forth in Section 5.8(a). In addition, the Parties acknowledge and agree that the provisions of Section 5.8(a) and the period of time, geographic area and scope and type of restrictions on its activities set forth in such Section, are reasonable and necessary for the protection of the Acquiring Parties, which are paying substantial consideration and other benefits to the Transferor Parties in consideration for the covenants of the Transferor Parties hereunder. (c) If any Business Entity provision contained in any of Section 5.8(a) shall be determined by any court or other tribunal of competent jurisdiction to be invalid or unenforceable by reason of its extending for too great a period of time or over too great a geographical area or by reason of its being too extensive in any other respect, (provided i) such provision shall be interpreted to extend over the maximum period of time for which it may be enforceable and/or over the maximum geographical area as to which it may be enforceable and/or to the maximum extent in all other respects as to which it may be enforceable, all as determined by such court or other tribunal making such determination, and (ii) in its reduced form, such provision shall then be enforceable, but such reduced form of provision shall only apply with respect to the operation of such provision in the particular jurisdiction in or for which such adjudication is made. It is the intention of the Parties that the provisions of Section 5.8(a) shall be enforceable to the maximum extent permitted by Applicable Law. (d) The Parties acknowledge and agree that any interest breach or threatened breach of Executive through investment the covenants or other provisions contained in up Section 5.8(a) may cause the Acquiring Parties material and irreparable damage, the exact amount of which will be difficult to an aggregate ascertain, and that the remedies at law for any such breach will be inadequate. Accordingly, the Acquiring Parties shall, in addition to all other available rights and remedies (including, but not limited to, seeking such damages as it can show it has sustained by reason of two percent such breach and recovery of costs and expenses including, but not limited to, attorneys’ fees and expenses), be entitled to seek specific performance and injunctive relief (2%including, without limitation, a temporary and/or permanent restraining order and/or a permanent injunction) in any class respect of any person whose securities are required to be registered under the Securities Exchange Act breach or threatened breach of 1934, as amended, shall not be considered participation hereunder)any of such covenants or provisions.

Non-Competition. Executive hereby agrees that he will not, for a period of twelve (12a) months following the date that his employment by the Company terminates (regardless of the reason for such termination) (the date of Upon any such termination of Executive’s employment hereunder, other than a termination, (whether voluntary or involuntary) in connection with a Change in Control, as a result of which the Bank is paying Executive benefits under Section 6 of this Agreement, Executive agrees not to compete with the Bank and/or the Company is referred to herein as the “Separation Date”): for a period of one (i1) authorize his name to be used by any Business Entity; year following such termination within twenty-five (ii25) solicit for any Business Entity the employment miles of any individual who is then currently or was, within the six (6) months preceding the Separation Date, an employee existing branch of the Company; Bank or any subsidiary of the Company or within twenty-five (iii25) induce on behalf miles of any Business Entity (A) any licensee of a Company product or service; (B) any person or entity office for whom which the Bank, the Company provided or was a Bank subsidiary of the Company has filed an application for regulatory approval to provideestablish an office, within six (6) months preceding determined as of the Separation Dateeffective date of such termination, maintenance or other services for a fee, except as agreed to pursuant to a formal agreement or otherwise; (C) any person or entity to whom, within six (6) months preceding the Separation Date, the Company had made a presentation or solicitation wholly or partially in writing, or for whom the Company had performed or provided a “savings analysis;” and (D) any joint venturer or subcontractor of the Company (collectively, a “Customer”) to cancel any order previously placed or not place any future orders with the Company; (iv) solicit for any Business Entity from any then-Customer of the Company any business opportunity which is competitive or potentially competitive, to any business related to the logistics execution software and support services to the supply chain marketplace carried on resolution duly adopted by the Company or to the relationship between the Company Board. Executive agrees that during such period and the Customer; (v) render for any Business Entity any servicewithin said area, cities, towns and counties, Executive shall not work for or without any compensationadvise, in connection with the design, development, manufacture, marketing consult or sale of any product reasonably deemed competitive with any service or product then, or within six (6) months preceding the Separation Date, offered by the Company; or (vi) participate inotherwise serve with, directly or indirectly, (whether as advisorany entity whose business materially competes with the depository, principallending or other business activities of the Bank and/or the Company. The parties hereto, agentrecognizing that irreparable injury will result to the Bank and/or the Company, partnerits business and property in the event of Executive’s breach of this Subsection 11(a) agree that in the event of any such breach by Executive, officerthe Bank and/or the Company will be entitled, directorin addition to any other remedies and damages available, employee, stockholder, associate or consultant of) any Business Entity (provided that any interest of Executive through investment in up to an aggregate injunction to restrain the violation hereof by Executive, Executive’s partners, agents, servants, employers, employees and all persons acting for or with Executive. Executive represents and admits that Executive’s experience and capabilities are such that Executive can obtain employment in a business engaged in other lines and/or of two percent a different nature than the Bank and/or the Company, and that the enforcement of a remedy by way of injunction will not prevent Executive from earning a livelihood. Nothing herein will be construed as prohibiting the Bank and/or the Company from pursuing any other remedies available to the Bank and/or the Company for such breach or threatened breach, including the recovery of damages from Executive. (2%b) in Executive recognizes and acknowledges that the knowledge of the business activities and plans for business activities of the Bank and affiliates thereof, as it may exist from time to time, is a valuable, special and unique asset of the business of the Bank. Executive will not, during or after the term of his/her employment, disclose any class knowledge of the past, present, planned or considered business activities of the Bank or affiliates thereof to any person whose securities are person, firm, corporation, or other entity for any reason or purpose whatsoever (except for such disclosure as may be required to be registered under provided to any federal banking agency with jurisdiction over the Securities Exchange Act Bank or Executive). Notwithstanding the foregoing, Executive may disclose any knowledge of 1934banking, financial and/or economic principles, concepts or ideas which are not solely and exclusively derived from the business plans and activities of the Bank, and Executive may disclose any information regarding the Bank or the Company which is otherwise publicly available. In the event of a breach or threatened breach by Executive of the provisions of this Section, the Bank will be entitled to an injunction restraining Executive from disclosing, in whole or in part, the knowledge of the past, present, planned or considered business activities of the Bank or affiliates thereof, or from rendering any services to any person, firm, corporation, other entity to whom such knowledge, in whole or in part, has been disclosed or is threatened to be disclosed. Nothing herein will be construed as amendedprohibiting the Bank from pursuing any other remedies available to the Bank for such breach or threatened breach, shall not be considered participation hereunder)including the recovery of damages from Executive.

Non-Competition. Executive hereby agrees that he will not, for (a) For a period of twelve five (125) months following years from and after the date that his employment by the Company terminates (regardless of the reason for such termination) (the date of any such termination of Executive’s employment with the Company is referred to herein as the “Separation Date”): (i) authorize his name to be used by any Business Entity; (ii) solicit for any Business Entity the employment of any individual who is then currently or was, within the six (6) months preceding the Separation Closing Date, an employee Splitco agrees that it will not (and will cause each of its Subsidiaries not to), without the Company; (iii) induce on behalf prior written consent of any Business Entity (A) any licensee of a Company product or service; (B) any person or entity for whom the Company provided or was to provide, within six (6) months preceding the Separation Date, maintenance or other services for a fee, pursuant to a formal agreement or otherwise; (C) any person or entity to whom, within six (6) months preceding the Separation Date, the Company had made a presentation or solicitation wholly or partially in writing, or for whom the Company had performed or provided a “savings analysis;” and (D) any joint venturer or subcontractor of the Company (collectively, a “Customer”) to cancel any order previously placed or not place any future orders with the Company; (iv) solicit for any Business Entity from any then-Customer of the Company any business opportunity which is competitive or potentially competitive, to any business related to the logistics execution software and support services to the supply chain marketplace carried on by the Company or to the relationship between the Company and the Customer; (v) render for any Business Entity any service, for or without any compensation, in connection with the design, development, manufacture, marketing or sale of any product reasonably deemed competitive with any service or product then, or within six (6) months preceding the Separation Date, offered by the Company; or (vi) participate inTCCC, directly or indirectly, encourage, induce or entice any Person who is, as of the Effective Time, a customer of the North American Business to limit, reduce or cease to conduct business with TCCC or any of its Affiliates. (b) For a period of five (5) years from and after the Closing Date, Splitco agrees that it will not (and will cause each of its Subsidiaries not to), without the prior written consent of TCCC, directly or indirectly, engage in or carry on a business in the North American Territory that would compete with the North American Business. (c) Notwithstanding the foregoing, nothing in this Section 6.15 shall prevent Splitco or any of its Subsidiaries from (i) obtaining less than five percent (5%) of the outstanding equity or participation interests in any Person, or (ii) engaging in any consolidation, amalgamation, merger or other business combination with, or making any acquisition of or investment in, or otherwise obtaining any direct or indirect interest in, any Person that is engaged in any business, trade or venture competing with the North American Business, if such business, trade or venture consists of less than twenty percent (20%) of the annual sales of such Person, determined by reference to the most recent fiscal year of such Person as of the date Splitco or any of its Subsidiaries engages in such transaction or obtains such direct or indirect interest in such Person; provided, that Splitco or its Subsidiary, as applicable, promptly, and in any event within one year of any such acquisition or transaction, divests itself of all of the assets or operations so acquired that are engaged in any of the actions prohibited in Section 6.15(b). (d) The obligations of Splitco under this Section 6.15 shall be in addition to any obligations it may have, directly or indirectly, under any other Contract. Splitco agrees that the remedy at law for any breach of the foregoing will be inadequate and that TCCC, in addition to any other relief available to it, shall be entitled to temporary and permanent injunctive relief without the necessity of proving actual damages. (e) If any of the provisions of this Section 6.15 are found by any court of competent jurisdiction to be too broad in scope, whether as advisorto activities restricted, principalthe time period of such restrictions or the geographic areas in which such activities are restricted, agentthe provisions of this Section 6.15 shall nevertheless remain effective, partner, officer, director, employee, stockholder, associate or consultant of) any Business Entity (provided that any interest of Executive through investment in up but shall be deemed amended to an aggregate of two percent (2%) in any class of any person whose securities are required the extent considered by such court to be registered under the Securities Exchange Act of 1934reasonable, and shall be fully enforceable as so amended, shall not be considered participation hereunder).

Non-Competition. Executive hereby In consideration of the salary paid to the Employee by the Company, the Employee agrees that he will not, during the term of the Employment and for a period of twelve (12) months one year following the date that his employment by the Company terminates (regardless termination of the reason Employment for such termination) (the date of any such termination of Executive’s employment with the Company is referred to herein as the “Separation Date”):whatever reason: (ia) authorize his name to be used by any Business Entity; (ii) solicit for any Business Entity the employment of any individual who is then currently Employee will not approach clients, customers or was, within the six (6) months preceding the Separation Date, an employee of the Company; (iii) induce on behalf of any Business Entity (A) any licensee of a Company product or service; (B) any person or entity for whom the Company provided or was to provide, within six (6) months preceding the Separation Date, maintenance or other services for a fee, pursuant to a formal agreement or otherwise; (C) any person or entity to whom, within six (6) months preceding the Separation Date, the Company had made a presentation or solicitation wholly or partially in writing, or for whom the Company had performed or provided a “savings analysis;” and (D) any joint venturer or subcontractor contacts of the Company (collectively, or other persons or entities introduced to the Employee in the Employee’s capacity as a “Customer”) to cancel any order previously placed or not place any future orders with the Company; (iv) solicit for any Business Entity from any then-Customer representative of the Company any for the purposes of doing business opportunity with such persons or entities which is competitive or potentially competitive, to any will harm the business related to the logistics execution software and support services to the supply chain marketplace carried on by the Company or to the relationship between the Company and the Customersuch persons and/or entities; (vb) render for any Business Entity any service, for or without any compensation, in connection with the design, development, manufacture, marketing or sale of any product reasonably deemed competitive with any service or product then, or within six (6) months preceding the Separation Date, offered unless expressly consented to by the Company, the Employee will not assume employment with or provide services as a director or otherwise for any Competitor in the People’s Republic of China or such other territories where the Company carries on its business or part thereof (the “Territory”), or engage, whether as principal, partner, licensor or otherwise, in any Competitor that carries on its business or part thereof in the Territory; orand (vic) participate inunless expressly consented to by the Company, the Employee will not seek directly or indirectly, (whether by the offer of alternative employment or other inducement whatsoever, to solicit the services of any employee of the Company employed as advisorat or after the date of such termination, principalor in the year preceding such termination. For purposes of this Section 10, agenta “Competitor” of the Company shall not include an entity that generates 10% or less of its revenues from battery products and services similar to those provided by the Company, partnerexcept that if the Employee is employed by, officeror provides services as a director or otherwise to, directora subsidiary or divisional business of such an entity, employeesuch subsidiary or divisional business shall be deemed a “Competitor” if it generates more than 10% of its revenues from battery products and services similar to those provided by the Company. The provisions provided in Section 10 shall be separate and severable, stockholderenforceable independently of each other, associate or consultant of) and independent of any Business Entity (provided other provision of this Agreement. The provisions contained in Section 10 are considered reasonable by the Employee and the Company. In the event that any interest of Executive through investment in up to an aggregate of two percent (2%) in any class of any person whose securities are required such provisions should be found to be registered void under applicable laws but would be valid if some part thereof was deleted or the Securities Exchange Act period or area of 1934application reduced, such provisions shall apply with such modification as amendedmay be necessary to make them valid and effective. This Section 10 shall survive the termination of this Agreement for any reason. In the event the Employee breaches this Section 10, the Company shall not be considered participation hereunder)have right to seek remedies permissible under applicable law.

Non-Competition. Executive hereby (a) The Employee acknowledges and understands that, in view of the position that the Employee will hold as an employee of the Company, the Employee’s relationship with the Company will afford the Employee extensive access to Confidential Information (as defined below) of the Company and its affiliates. Employee therefore agrees that he will not, for a period during the course of twelve (12) months following the date that his employment by the Company terminates (regardless of the reason for such termination) (the date of any such termination of ExecutiveEmployee’s employment with the Company is referred to herein as the “Separation Date”): (i) authorize his name to be used by any Business Entity; (ii) solicit and for any Business Entity the employment a period of any individual who is then currently or was, within the six (6) 18 months preceding the Separation Date, an employee after termination of the Company; (iii) induce on behalf of any Business Entity (A) any licensee of a Company product or service; (B) any person or entity for whom the Company provided or was to provide, within six (6) months preceding the Separation Date, maintenance or other services for a fee, pursuant to a formal agreement or otherwise; (C) any person or entity to whom, within six (6) months preceding the Separation Date, the Company had made a presentation or solicitation wholly or partially in writing, or for whom the Company had performed or provided a “savings analysis;” and (D) any joint venturer or subcontractor of Employee’s employment with the Company (for any reason or no reason) (collectively, “Restricted Period”), the Employee shall not: anywhere within the United States of America or any other country in which the Company or its affiliates then conducts or proposes to conduct business, either directly or indirectly, as an owner, stockholder, member, partner, joint venturer, investor, officer, director, consultant, independent contractor, agent or employee, engage in any business or other commercial activity which is engaged in or is seeking to engage in a “Customer”) to cancel competitive business.” As used in this Agreement, the term “competitive business” shall mean any order previously placed individual or not place enterprise engaged in the business of acquiring, managing, collecting and/or servicing receivables or any future orders other business competitive with the Company; (iv) solicit for any Business Entity from any then-Customer type of the Company any business opportunity which is competitive or potentially competitive, to any business related to the logistics execution software and support services to the supply chain marketplace carried on conducted by the Company or to its affiliates on the relationship between date of termination of the Company and Employee’s employment with the Customer;Company. (vb) render for any Business Entity any serviceThe Employee further agrees that, for or without any compensationduring the Restricted Period, in connection with the design, development, manufacture, marketing or sale of any product reasonably deemed competitive with any service or product then, or within six (6) months preceding the Separation Date, offered by the Company; or (vi) participate inEmployee shall not, directly or indirectly, either on the Employee’s own behalf or on behalf of any other individual or commercial enterprise: (whether as advisori) contact, principalcommunicate, agentsolicit or transact any business with or assist any third party in contacting, partnercommunicating, officersoliciting or transacting any business with (A) any of the customers or vendors of the Company or its affiliates (including but not limited to suppliers of consumer receivables), director(B) any prospective customers of the Company or its affiliates being solicited at the time of the termination of the Employee’s employment, or (C) any individual or entity who or which was within the most recent twelve (12) month period a customer or vendor of the Company or its affiliates, for the purpose of inducing such customer, potential customer or vendor to be connected to or benefit from any competitive business or to terminate its or their business relationship with the Company or its affiliates; (ii) solicit, induce or assist any third party in soliciting or inducing any individual or entity who or which is then (or was at any time within the preceding 12 months) an employee, stockholderconsultant, associate independent contractor or consultant ofagent of the Company or its affiliates to leave the employment of the Company or its affiliates or cease performing services for the Company or its affiliates; (iii) hire or engage or assist any Business Entity third party in hiring or engaging, any individual or entity that is or was (provided that at any interest time within the preceding 12 months) an employee, consultant, independent contractor or agent of Executive through investment the Company or its affiliates, or (iv) solicit, induce or assist any third party in up soliciting or inducing any other person or entity (including, without limitation, any third-party service provider or distributor) to an aggregate of two percent (2%) in any class of any person whose securities are required to be registered under terminate its relationship with the Securities Exchange Act of 1934, as amended, shall not be considered participation hereunder)Company or its affiliates or otherwise interfere with such relationship.

Non-Competition. Executive hereby (a) In consideration of his employment under this Agreement and Employer’s agreement to provide Employee with Confidential Information under Section 3 below, Employee agrees that he will not, during the term of his employment and for a period of twelve two (122) months years following the date that termination of his employment by the Company terminates (regardless of the reason whether Employee is terminated without Cause, for such terminationCause (as defined in Section 4.1(c) (the date below), voluntarily resigns or otherwise), neither Employee nor any person or entity directly or indirectly controlling, controlled by or under common control with Employee, shall directly or indirectly, on his own behalf or as an employee or other agent of any such termination of Executive’s employment with the Company is referred to herein as the “Separation Date”):or an investor in another person: (i) authorize his name to be used engage in any business conducted by any Business EntityEmployer during Employee’s term of employment with Employer (collectively, the “Business”); (ii) solicit for influence or attempt to influence any customer or supplier of Employer or any affiliate of Employer to purchase goods or services related to the Business Entity the employment of from any individual who is then currently person other than Employer or was, within the six (6) months preceding the Separation Date, an employee of the Company;such affiliate; or (iii) induce on behalf employ or attempt to employ any individuals who are then or have been employees of Employer or any affiliate of Employer during the preceding 12 months, or influence or seek to influence any such employees to leave Employer’s or such affiliate’s employment. (b) Employee specifically acknowledges that Employer’s products are sold in a world market and that Employee has been engaged with regard to Employer’s products and Employer’s customers throughout the world without geographic limitation, and accordingly that the restrictive covenant regarding competition contained in this Section 2.1 shall apply without geographic limitation. (c) Employee acknowledges that his obligations under this Section 2.1 are a material inducement and condition to Employer’s entering into this Agreement and a material inducement and condition to Employee receiving or having access to Confidential Information (as defined in Section 3.1). Employee acknowledges and agrees that the terms and provisions of this Agreement (including the severance provisions of Section 4.1) and Employee’s receipt and access to Confidential Information are sufficient consideration for the restrictions set forth in this Section 2.1. Employee acknowledges and agrees further that such restrictions are reasonable as to time, geographic area and scope of activity and do not impose a greater restraint than is necessary to protect the goodwill and other business interests of Employer, and Employee agrees that Employer is justified in believing the foregoing. (d) If any provision of this Section 2.1 should be found by any court of competent jurisdiction to be unenforceable by reason of its being too broad as to the period of time, territory, and/or scope, then, and in that event, such provision shall nevertheless remain valid and fully effective, but shall be considered to be amended so that the period of time, territory, and/or scope set forth shall be changed to be the maximum period of time, the largest territory, and/or the broadest scope, as the case may be, which would be found enforceable by such court (e) Employee acknowledges that Employee’s violation or attempted violation of this Section 2.1 will cause irreparable damage to Employer or its affiliates, and Employee therefore agrees that Employer shall be entitled as a matter of right to an injunction, out of any Business Entity (A) court of competent jurisdiction, restraining any licensee violation or further violation of a Company product such agreements by Employee or service; (B) others acting on his behalf. Employer’s right to injunctive relief will be cumulative and in addition to any person other remedies provided by law or entity for whom the Company provided or was to provide, within six (6) months preceding the Separation Date, maintenance or other services for a fee, pursuant to a formal agreement or otherwise; (C) any person or entity to whom, within six (6) months preceding the Separation Date, the Company had made a presentation or solicitation wholly or partially in writing, or for whom the Company had performed or provided a “savings analysis;” and (D) any joint venturer or subcontractor of the Company (collectively, a “Customer”) to cancel any order previously placed or not place any future orders with the Company;equity. (ivf) solicit for any Business Entity from any then-Customer of the Company any business opportunity which is competitive or potentially competitive, to any business related to the logistics execution software and support services to the supply chain marketplace carried on by the Company or to the relationship between the Company and the Customer; (v) render for any Business Entity any service, for or without any compensation, in connection with the design, development, manufacture, marketing or sale of any product reasonably deemed competitive with any service or product then, or within six (6) months preceding the Separation Date, offered by the Company; or (vi) participate in, directly or indirectly, (whether as advisor, principal, agent, partner, officer, director, employee, stockholder, associate or consultant of) any Business Entity (provided that any interest of Executive through investment in up to an aggregate of two percent (2%) in any class of any person whose securities are required to be registered under the Securities Exchange Act of 1934, as amended, Employee shall not be considered participation hereunder)subject to the provisions of this Section 2 if Employer fails to pay any uncontested amounts due to Employee under Section 4 and such failure is not cured within thirty (30) days after written notice to Employer.

Non-Competition. Executive hereby agrees that he will not, (a) During the Employment Period and for a period of twelve (12) months following the date that his employment by the Company terminates (regardless of the reason for such termination) (one year after the date of any such termination of Executive’s employment with employment, the Company is referred to herein as Employee agrees that, without the “Separation Date”): (i) authorize his name to be used by any Business Entity; (ii) solicit for any Business Entity the employment of any individual who is then currently or was, within the six (6) months preceding the Separation Date, an employee prior express written consent of the Company; (iii) induce on behalf of any Business Entity (A) any licensee of a Company product or service; (B) any person or entity for whom the Company provided or was to provide, within six (6) months preceding the Separation Date, maintenance or other services for a fee, pursuant to a formal agreement or otherwise; (C) any person or entity to whom, within six (6) months preceding the Separation Date, the Company had made a presentation or solicitation wholly or partially in writing, or for whom the Company had performed or provided a “savings analysis;” and (D) any joint venturer or subcontractor of the Company (collectively, a “Customer”) to cancel any order previously placed or not place any future orders with the Company; (iv) solicit for any Business Entity from any then-Customer of the Company any business opportunity which is competitive or potentially competitive, to any business related to the logistics execution software and support services to the supply chain marketplace carried on by the Company or to the relationship between the Company and the Customer; (v) render for any Business Entity any service, for or without any compensation, in connection with the design, development, manufacture, marketing or sale of any product reasonably deemed competitive with any service or product then, or within six (6) months preceding the Separation Date, offered by the Company; or (vi) participate inhe shall not, directly or indirectly, (whether for his own benefit or as advisoran employee, principalowner, agentshareholder, partner, officerconsultant, director, employee, stockholder, associate (or consultant of) any Business Entity (provided that any interest of Executive through investment in up to an aggregate of two percent (2%) in any class other representative capacity) for any other person, firm, partnership, corporation or other entity (other than the Company), (i) engage in the (b) discovery, research and/or development of therapeutic, diagnostic or prophylactic products which work through the same biological mechanisms and are being pursued for the same therapeutic indications as products which at the time of such termination are under active clinical or pre-clinical development or have been pre-clinically or clinically developed by the Company and which the Company has not abandoned (“Related Programs”) or (ii) solicit or hire (or direct another to solicit or hire) the services of any person whose securities employee of the Company or attempt to induce any such employee or any consultant to the Company to leave the employ of the Company (except when such acts are required to be registered under performed in good faith by the Securities Exchange Act Employee on behalf of 1934the Company). For clarity, an example of the Company’s Related Programs as amendedof the date of this Agreement is the development of a dopamine D2 partial agonist for ▇▇▇▇▇▇▇▇▇’▇ disease or Restless Legs Syndrome. Notwithstanding the above, this provision shall not be considered participation hereunderdeemed to prevent or prohibit Employee from being employed during such one year period by another entity in a managerial role where Employee has overall responsibility for managing (or assisting in the management of) a research and development portfolio which includes one or more Related Programs, provided that Employee does not violate the terms of Section 6 hereof and does not during such one year term actively advise or direct the discovery, research or development efforts of such other entity in the Related Program(s). During the Employment Period, the Employee shall not own more than 2% of the outstanding common stock of any corporation, The provisions of this Section 5 shall not be deemed to reduce in any way any other fiduciary, contractual or other legal obligation the Employee may have to the Company, including without limitation any obligation which may arise by virtue of any corporation law, securities law, patent or intellectual property law or right, the common law, other agreements with the Company or otherwise.

Non-Competition. (a) The Executive hereby agrees that without the prior written consent of the Board during the Term and for a period of 12 months following the termination of the Executive's employment, he will notnot participate as an advisor, partner, joint venturer, investor, lender, consultant or in any other capacity in any business transaction or proposed business transaction (i) with respect to which the Executive had a material personal involvement on behalf of the Company Group during the last 12 months of his employment with the Company, or (ii) that could reasonably be expected to compete with the Company Group’s business or operations or proposed or contemplated business or transactions of the Company Group that are (A) known by the Executive as of the date of such termination or expiration, and (B) contemplated by the Company Group to proceed during the 12-month period following such termination or expiration. For these purposes, the mere ownership by the Executive of securities of a public company not in excess of 2% of any class of such securities shall not be considered to be competition with the Company Group. (b) During any period when the Company is providing severance compensation to the Executive, Executive agrees to refrain from any competition with Company Group. (c) To the fullest extent permitted by applicable law, for a period of twelve (12) 12 months following after the date that his employment by the Company terminates (regardless of the reason for such termination) (the date of any such termination of Executive’s employment with the Company is referred to herein as the “Separation Date”): (i) authorize his name to be used by any Business Entity; (ii) solicit for any Business Entity the employment of any individual who is then currently or wasreason, within the six (6) months preceding the Separation Dateincluding resignation), an employee of the Company; (iii) induce Executive, on behalf of any Business Entity (A) any licensee of a Company product or service; (B) any person or entity for whom in competition with the Company provided or was to provide, within six (6) months preceding the Separation Date, maintenance or other services for a fee, pursuant to a formal agreement or otherwise; (C) any person or entity to whom, within six (6) months preceding the Separation Date, the Company had made a presentation or solicitation wholly or partially in writing, or for whom the Company had performed or provided a “savings analysis;” and (D) any joint venturer or subcontractor of the Company (collectively, a “Customer”) to cancel any order previously placed or not place any future orders with the Company; (iv) solicit for any Business Entity from any then-Customer of the Company any business opportunity which is competitive or potentially competitive, to any business related to the logistics execution software and support services to the supply chain marketplace carried on by the Company or to the relationship between the Company and the Customer; (v) render for any Business Entity any service, for or without any compensationGroup, in connection with the designany capacity, development, manufacture, marketing or sale of any product reasonably deemed competitive with any service or product then, or within six (6) months preceding the Separation Date, offered by the Company; or (vi) participate inmay not, directly or indirectly, in a competing capacity, solicit or obtain any business from any present customer of the Company Group with whom Executive had contact or received information from the Company Group. It is understood and agreed that "present customer" is defined to mean any entity with whom the Company Group had an "ongoing business relationship" at the time of the termination of Executive's employment with the Company. An "ongoing business relationship" (whether as advisor, principal, agent, partner, officer, director, employee, stockholder, associate specifically excluding non-competing vendor relationships) is generally understood and agreed to mean: (i) services or consultant of) any Business Entity (goods were provided that any interest by the Company Group to the entity during the employment of Executive through investment by Company; (ii) services or goods had been contracted for or ordered by the entity during the employment of Executive by the Company Group; or (iii) negotiations were in up progress between the entity and the Company Group for the providing of goods or services by the Company Group to an aggregate the entity at the time of two percent the termination of the employment of Executive. It is understood and agreed that past customers and prospective customers are not "present customers" protected under the terms of this provision. (2%d) To the fullest extent permitted by applicable law, in recognition of the global nature of the Company Group's business, and Executive's access to the Company Group's confidential information, for a period of 12 months after the termination of employment with Company (for any reason, including resignation), Executive, on behalf of any entity in competition with the Company Group, may not, directly or indirectly, compete with the Company Group: (i) anywhere in the world; (ii) in any class North America; (iii) in the United States; (iv) in Indiana; (v) within a 25-mile radius of any person whose securities are required to be registered under location of the Securities Exchange Act of 1934, as amended, shall not be considered participation hereunder)Company Group with which Executive had operational involvement.

Non-Competition. Executive hereby The Employee agrees that he will notthat, except as otherwise provided herein, during the Employment and for a period of twelve two (122) months following years after the date that his employment by the Company terminates (regardless of the reason for such termination) (the date of any such termination of Executive’s employment with the Company is referred to herein as the “Separation Date”): (i) authorize his name to be used by any Business Entity; (ii) solicit for any Business Entity the employment of any individual who is then currently or was, within the six (6) months preceding the Separation Date, an employee of the Company; (iii) induce on behalf of any Business Entity (A) any licensee of a Company product or service; (B) any person or entity for whom the Company provided or was to provide, within six (6) months preceding the Separation Date, maintenance or other services for a fee, pursuant to a formal agreement or otherwise; (C) any person or entity to whom, within six (6) months preceding the Separation Date, the Company had made a presentation or solicitation wholly or partially in writing, or for whom the Company had performed or provided a “savings analysis;” and (D) any joint venturer or subcontractor of the Company (collectively, a “Customer”) to cancel any order previously placed or applicable Termination Date Employee will not place any future orders with the Company; (iv) solicit for any Business Entity from any then-Customer of the Company any business opportunity which is competitive or potentially competitive, to any business related to the logistics execution software and support services to the supply chain marketplace carried on by the Company or to the relationship between the Company and the Customer; (v) render for any Business Entity any service, for or without any compensation, in connection with the design, development, manufacture, marketing or sale of any product reasonably deemed competitive with any service or product then, or within six (6) months preceding the Separation Date, offered by the Company; or (vi) participate in, directly or indirectly, whether or not for compensation and whether or not as an employee, be engaged in or have any impermissible financial interest in any business that is engaged in the merchandising, manufacturing, distribution or marketing of men's casual pants, shorts or jeans (whether a "competing business") within the territory consisting of The United States of America, the United Kingdom and Australia. For purpose of this Agreement, the Employee shall not be deemed to be engaged in a competing business if Employee is employed by a division or subsidiary or similar business unit of a company or other business entity that would otherwise be deemed a competing business so long as advisorthe division, principalsubsidiary or similar business unit by which the Employee is employed is accounted for as a separate profit center and does not engage in a competing business, agentand Employee's ownership interest, partnerif any, is not an impermissible financial interest. For purposes of this Agreement, the Employee shall be deemed to be engaged in a competing business if Employee is an employee, officer, director, employee, stockholder, associate partner or consultant of) of such competing business or has an impermissible financial interest therein. For purposes of this Agreement, the Employee shall be deemed to have an impermissible financial interest in competing business if Employee is a partner or shareholder directly or indirectly, therein, except as provided hereafter. Employee shall not be deemed to have an impermissible financial interest in any Business Entity (provided that any interest of Executive through investment in up to an aggregate of two competing publicly traded or privately held business so long as Employee owns less than five percent (25%) in of any class of any person whose securities are required of such publicly traded or privately held company and is not an officer, director, partner, employee or consultant thereto, except as to be registered under the Securities Exchange Act of 1934holding an office or being an employee, as amendedotherwise provided in the "employed by a division . . ." sentence above. The provisions of this Section 7(B) shall survive the expiration or other termination of this Agreement, shall not be considered participation hereunderexcept for a termination for Disability as set forth in Section 5(C) or a termination for a Business Reason as set forth in Section 5(A)(iv).

Non-Competition. Executive hereby In consideration of the salary paid to the Employee by the Company, the Employee agrees that he will not, during the term of the Employment and for a period of twelve one (121) months year following the date that his employment by the Company terminates (regardless termination of the reason Employment for such termination) (the date of any such termination of Executive’s employment with the Company is referred to herein as the “Separation Date”):whatever reason: (ia) authorize his name to be used by any Business Entity; (ii) solicit for any Business Entity the employment of any individual who is then currently Employee will not approach clients, customers or was, within the six (6) months preceding the Separation Date, an employee of the Company; (iii) induce on behalf of any Business Entity (A) any licensee of a Company product or service; (B) any person or entity for whom the Company provided or was to provide, within six (6) months preceding the Separation Date, maintenance or other services for a fee, pursuant to a formal agreement or otherwise; (C) any person or entity to whom, within six (6) months preceding the Separation Date, the Company had made a presentation or solicitation wholly or partially in writing, or for whom the Company had performed or provided a “savings analysis;” and (D) any joint venturer or subcontractor contacts of the Company (collectively, or other persons or entities introduced to the Employee in the Employee’s capacity as a “Customer”) to cancel any order previously placed or not place any future orders with the Company; (iv) solicit for any Business Entity from any then-Customer representative of the Company any for the purposes of doing business opportunity with such persons or entities which is competitive or potentially competitive, to any will harm the business related to the logistics execution software and support services to the supply chain marketplace carried on by the Company or to the relationship between the Company and the Customersuch persons and/or entities; (vb) render for any Business Entity any service, for or without any compensation, in connection with the design, development, manufacture, marketing or sale of any product reasonably deemed competitive with any service or product then, or within six (6) months preceding the Separation Date, offered unless expressly consented to by the Company, the Employee will not assume employment with or provide services as a director or otherwise for any Competitor in the People’s Republic of China or such other territories where the Company carries on its business or part thereof (the “Territory”), or engage, whether as principal, partner, licensor or otherwise, in any Competitor that carries on its business or part thereof in the Territory; orand (vic) participate inunless expressly consented to by the Company, the Employee will not seek directly or indirectly, (whether by the offer of alternative employment or other inducement whatsoever, to solicit the services of any employee of the Company employed as advisorat or after the date of such termination, principalor in the year preceding such termination. For purposes of this Section 10, agenta “Competitor” of the Company shall not include an entity that generates 10% or less of its revenues from solar power products and services similar to those provided by the Company, partnerexcept that if the Employee is employed by, officeror provides services as a director or otherwise to, directora subsidiary or divisional business of such an entity, employeesuch subsidiary or divisional business shall be deemed a “Competitor” if it generates more than 10% of its revenues from solar power products and services similar to those provided by the Company. The provisions provided in Section 10 shall be separate and severable, stockholderenforceable independently of each other, associate or consultant of) and independent of any Business Entity (provided other provision of this Agreement. The provisions contained in Section 10 are considered reasonable by the Employee and the Company. In the event that any interest of Executive through investment in up to an aggregate of two percent (2%) in any class of any person whose securities are required such provisions should be found to be registered void under applicable laws but would be valid if some part thereof was deleted or the Securities Exchange Act period or area of 1934application reduced, such provisions shall apply with such modification as amendedmay be necessary to make them valid and effective. This Section 10 shall survive the termination of this Agreement for any reason. In the event the Employee breaches this Section 10, the Company shall not be considered participation hereunder)have right to seek remedies permissible under applicable law.

Non-Competition. Executive hereby (a) Employee agrees that he will during Employee's employment with Employer, and for the period of time commencing with the Termination Date and ending on the last day in respect of which Employee is entitled to severance pay (or, in the case of termination for cause or resignation, ending on the six month anniversary of the Termination Date), Employee shall not, directly or indirectly, for his own account or as an employee, officer, director, partner, joint venturer, shareholder, investor or otherwise, within the United States of America (Employer's distribution and sales region), either engage in any phase of any business or enterprise similar to that of Employer or in competition with Employer or compete with Employer in any Direct Response related business in which Employer is currently engaged or which it is currently actively developing or which it shall have developed as of the Termination Date; PROVIDED, HOWEVER, that nothing in this Section 8.1(a) shall be construed to prevent the Employee from making any investments in the securities of any business enterprise whether or not engaged in competition with the Employer or any of its Subsidiaries or Affiliates, to the extent that such securities are actively traded on a national securities exchange or the NASDAQ system in the United States or on any foreign exchange and represent, at the time of acquisition, not more than five percent (5%) of the aggregate equity of such business enterprise. (b) Employee agrees that during the period of his employment with Employer, Employee shall not, directly or indirectly, employ or solicit the employment or engagement by himself or others of any employees of Employer or of any independent contractors or suppliers servicing Employer. (c) Employee agrees that for a period of twelve (12) months immediately following the date that termination of his employment by the Company terminates (regardless of the reason for such termination) (the date of any such termination of Executive’s employment with the Company is referred to herein as the “Separation Date”): (i) authorize his name to be used by any Business Entity; (ii) solicit for any Business Entity the employment of any individual who is then currently or wasEmployer, within the six (6) months preceding the Separation Date, an employee of the Company; (iii) induce on behalf of any Business Entity (A) any licensee of a Company product or service; (B) any person or entity for whom the Company provided or was to provide, within six (6) months preceding the Separation Date, maintenance or other services for a fee, pursuant to a formal agreement or otherwise; (C) any person or entity to whom, within six (6) months preceding the Separation Date, the Company had made a presentation or solicitation wholly or partially in writing, or for whom the Company had performed or provided a “savings analysis;” and (D) any joint venturer or subcontractor of the Company (collectively, a “Customer”) to cancel any order previously placed or not place any future orders with the Company; (iv) solicit for any Business Entity from any then-Customer of the Company any business opportunity which is competitive or potentially competitive, to any business related to the logistics execution software and support services to the supply chain marketplace carried on by the Company or to the relationship between the Company and the Customer; (v) render for any Business Entity any service, for or without any compensation, in connection with the design, development, manufacture, marketing or sale of any product reasonably deemed competitive with any service or product then, or within six (6) months preceding the Separation Date, offered by the Company; or (vi) participate inEmployee shall not, directly or indirectly, (whether as advisor, principal, agent, partner, officer, director, employee, stockholder, associate employ or consultant of) any Business Entity (provided that any interest of Executive through investment in up to an aggregate of two percent (2%) in any class solicit the employment or engagement by himself or others of any person whose securities are required employees of Employer or of any independent contractors or suppliers servicing Employer; PROVIDED, HOWEVER, that this Section 8.1.(c) shall apply only with respect to be registered under such employment or solicitation of employment in a business or venture related to the Securities Exchange Act Direct Response industry. (d) The existence of 1934, as amended, any claim or cause of action by Employee against Employer shall not constitute a defense to the enforcement by Employer of the covenants contained in this section, but such claim or cause of action shall be considered participation hereunder)litigated separately.

Non-Competition. Executive hereby agrees that he will nota) Neither Landlord nor any stockholder, member, partner, beneficiary, successor, assign, personal representative, heir, subsidiary or affiliate of Landlord, nor any person(s) or entity(ies) having a direct or indirect interest in Landlord, shall, for a period of twelve (12) months following the date that his employment by the Company terminates (regardless of the reason for such termination) (the date of any such termination of Executive’s employment with the Company is referred as long as this Lease remains in force and effect, either directly or indirectly, own, occupy or operate, or sell, lease or otherwise transfer to herein as the “Separation Date”): (i) authorize his name to be used by any Business Entity; (ii) solicit for any Business Entity the employment of any individual who is then currently or was, within the six (6) months preceding the Separation Date, an employee of the Company; (iii) induce on behalf of any Business Entity (A) any licensee of a Company product or service; (B) any person or entity for whom the Company provided entity, or was to provide, within six (6) months preceding the Separation Date, maintenance or other services for a fee, pursuant to a formal agreement or otherwise; (C) permit any person or entity to whomoccupy, any land, building, premises or space, whether presently owned or hereafter acquired, located within six two (62) months preceding miles of the Separation DateLeased Premises for the purpose of (i) conducting thereon a business similar to that being conducted by Tenant on the Leased Premises or (ii) the sales, display or rental of automotive parts, accessories, supplies and/or maintenance items. In addition, neither Landlord nor any stockholder, member, partner, beneficiary, successor, assign, personal representative, heir, subsidiary or affiliate of Landlord, nor any person(s) or entity(ies) having a direct or indirect interest in Landlord, shall lease, sell or otherwise transfer or convey any such premises adjacent to and/or contiguous with the Company had made Leased Premises without imposing thereon a presentation or solicitation wholly or partially in writingrestriction to secure compliance herewith, or for whom the Company had performed permit any tenant or provided a “savings analysis;” and (D) any joint venturer or subcontractor of the Company (collectively, a “Customer”) to cancel any order previously placed or not place any future orders with the Company; (iv) solicit for any Business Entity from any then-Customer of the Company any business opportunity which is competitive or potentially competitive, to any business related to the logistics execution software and support services to the supply chain marketplace carried on by the Company or to the relationship between the Company and the Customer; (v) render for any Business Entity any service, for or without any compensation, in connection with the design, development, manufacture, marketing or sale occupant of any product reasonably deemed competitive with such premises or any service part thereof to sublet or product then, or within six (6) months preceding the Separation Date, offered by the Company; or (vi) participate inassign in any manner, directly or indirectly, (whether as advisorany part thereof to any person, principalfirm, agent, partner, officer, director, employee, stockholder, associate corporation or consultant of) any Business Entity (provided that any interest of Executive through investment in up to an aggregate of two percent (2%) other entity engaged in any class such business described above, without the prior written consent of Tenant, which consent may be withheld by Tenant in Tenant's sole discretion. b) Tenant shall, in the event that there is a breach of any person whose securities are required of the provisions of this Section 18, have the following rights and remedies, none of which shall be exclusive of the other remedies or any other remedy otherwise available to Tenant: i) Tenant may institute proceedings to enjoin the violation; ii) If such breach continues for a period of thirty (30) days after written notice thereof shall have been given by Tenant to Landlord, Tenant may, at any time thereafter, elect to terminate this Lease and, on such election, this Lease shall, on the date stated in the notice of such election, be registered under the Securities Exchange Act terminated, and Tenant shall be released and discharged of 1934and from any and all further liability hereunder; iii) Landlord shall protect, defend, indemnify and hold Tenant harmless from all losses, damages, liabilities, costs and expenses (including, without limitation, reasonable attorneys' fees and court costs) sustained or incurred in connection with any proceedings instituted by Tenant as amended, shall not be considered participation hereunder)a result of any such breach.

Non-Competition. Except upon Executive’s termination by the Company without Cause or for Constructive Termination, during the period commencing on the Effective Date and ending on the date that is one year following the end of the period of employment (such period, which will be extended by the amount of time during which Executive hereby agrees that he is in violation of any provision of this Section 9, the “Restricted Period”), Executive will not, for a period of twelve (12) months following in the date that his employment by the Company terminates (regardless of the reason for such termination) United States (the date of any such termination of Executive’s employment with “Territory”), engage in, manage, operate, finance, control or participate in the Company is referred to herein as the “Separation Date”): (i) authorize his name to be used by any Business Entity; (ii) solicit for any Business Entity the employment of any individual who is then currently ownership, management or wasfinancing or control of, within the six (6) months preceding the Separation Date, an employee of the Company; (iii) induce on behalf of any Business Entity (A) any licensee of a Company product or service; (B) any person or entity for whom the Company provided or was to provide, within six (6) months preceding the Separation Date, maintenance or other services for a fee, pursuant to a formal agreement or otherwise; (C) any person or entity to whom, within six (6) months preceding the Separation Date, the Company had made a presentation or solicitation wholly or partially in writingbecome employed by, or for whom the Company had performed become affiliated or provided a “savings analysis;” and (D) any joint venturer or subcontractor of the Company (collectively, a “Customer”) to cancel any order previously placed or not place any future orders with the Company; (iv) solicit for any Business Entity from any then-Customer of the Company any business opportunity which is competitive or potentially competitive, to any business related to the logistics execution software and support services to the supply chain marketplace carried on by the Company or to the relationship between the Company and the Customer; (v) render for any Business Entity any service, for or without any compensation, in connection with the design, development, manufacture, marketing or sale of any product reasonably deemed competitive with any service or product then, or within six (6) months preceding the Separation Date, offered by the Company; or (vi) participate inassociated with, directly or indirectly, (whether as advisor, principal, agent, partner, an officer, director, employeeshareholder, stockholderowner, associate co-owner, affiliate, partner, agent, representative, consultant, independent contractor or consultant advisor, or otherwise render services or advice to, guarantee any obligation of, or acquire or hold (of record, beneficially or otherwise) any Business Entity direct or indirect interest in a business that sells or provides products or services that are the same as or substantially similar to or otherwise competitive with the products or specialized services (provided that such “specialized services” shall not include those services which would unreasonably restrict Executive from utilizing Executive’s education and expertise in future employment, as long as such employment and specialized services are not competitive with the Company or any interest of its subsidiaries) sold or provided, or that Executive through investment has knowledge are planned to be sold or provided, by the Company or its subsidiaries in up to the Business at any time while Executive is an aggregate employee or director of two the Company (a “Competitor”); provided, however, that Executive may own, as a passive investment, shares of capital stock of any Competitor if (A) such shares are listed on a national securities exchange or traded on a national market system in the United States, (B) Executive, together with any of Executive’s affiliates and Executive’s immediate family members (which shall mean Executive’s wife and direct lineal descendants, but shall not include any other blood relative), owns beneficially (directly or indirectly) less than five percent (25%) in of the total number of shares of such entity’s issued and outstanding capital stock, and (C) neither Executive nor any class of Executive’s affiliates is otherwise associated directly or indirectly with such Competitor or any person whose securities are required to be registered under the Securities Exchange Act of 1934, as amended, shall not be considered participation hereunder)its affiliates.

Non-Competition. Executive hereby agrees that he will not, for a period of twelve (12a) months following During the date that his employment by the Company terminates (regardless term of the reason for such termination) (the date of any such termination of ExecutiveEmployee’s employment with the Company is referred to herein as the “Separation Date”): (i) authorize his name to be used by any Business Entity; (ii) solicit for any Business Entity the employment of any individual who is then currently or wasemployment, within the six (6) months preceding the Separation Date, an employee of the Company; (iii) induce on behalf of any Business Entity (A) any licensee of a Company product or service; (B) any person or entity for whom the Company provided or was to provide, within six (6) months preceding the Separation Date, maintenance or other services for a fee, whether pursuant to a formal agreement this Agreement, any renewal hereof or otherwise; (C) any person or entity to whom, within six (6) months preceding the Separation Date, the Company had made a presentation or solicitation wholly or partially in writing, or for whom the Company had performed or provided a “savings analysis;” and (D) any joint venturer or subcontractor of the Company (collectively, a “Customer”) to cancel any order previously placed or not place any future orders with the Company; (iv) solicit for any Business Entity from any then-Customer of the Company any business opportunity which is competitive or potentially competitive, to any business related to the logistics execution software and support services to the supply chain marketplace carried on by the Company or to the relationship between the Company and the Customer; (v) render for any Business Entity any service, for or without any compensation, in connection with the design, development, manufacture, marketing or sale of any product reasonably deemed competitive with any service or product then, or within six (6) months preceding the Separation Date, offered by the Company; or (vi) participate inEmployee shall not, directly or indirectly, within the territory covered by Employee; enter into, engage in, be employed by, or consult with any business in competition with the business of Employer as it is then conducted and/or was conducted for three (3) month preceding said termination. The restrictions of this Section 7 shall extend to any and all activities of the Employee, whether as advisoran independent contractor, principalpartner or joint venturer, agent, partner, or as an officer, director, employee, stockholder, associate agent, employee or consultant ofsalesman for any person, firm, partnership, corporation or other entity, or otherwise. (b) The period of time during which the Employee is prohibited from engaging in certain business practices pursuant to Sections 7(a) shall be extended by any Business Entity length of time during which the Employee is in breach of such covenants. (provided c) It is understood by and between the parties hereto that any interest the foregoing restrictive covenants set forth in Sections 7(a) through (c) are essential elements of Executive through investment in up this Agreement, and that, but for the agreement of the Employee to an aggregate of two percent (2%) in any class comply with such covenants, the Employer would not have agreed to enter into this Agreement. Such covenants by the Employee shall be construed as agreements independent of any person whose securities are required to be registered under other provision in this Agreement. The existence of any claim or cause of action of the Securities Exchange Act of 1934Employee against the Employer, as amendedwhether predicated on this Agreement, or otherwise, shall not constitute a defense to the enforcement by the Employer of such covenants. (d) It is agreed by the Employer and Employee that if any portion of the covenants set forth in this Section 7 are held to be invalid, unreasonable, arbitrary or against public policy, then such portion of such covenants shall be considered participation hereunder)divisible as to time and/or geographic area. The Employer and Employee agree that, if any arbitrator or court of competent jurisdiction determines the specified time period or the specified geographic area applicable to this Section 7 to be invalid, unreasonable, arbitrary or against public policy, a lesser time period and/or geographic area which is determined to be reasonable, non-arbitrary and not against public policy may be enforced against the Employee. The Employer and the Employee agree that the foregoing covenants are appropriate and reasonable when considered in light of the nature and extent of the business conducted by the Employer and Employee’s access to the Employer’s proprietary and confidential information.

Non-Competition. Executive (a) In order to protect the good will of the Corporation and in order to protect the trade secrets of the Corporation referred to in Section (7) of this Employment Agreement, the Employee hereby agrees that he will notduring the term of employment of the Employee under this Employment Agreement, and during a period of one (1) year after termination of employment of the Employee under this Employment Agreement without regard to the cause of termination of employment and whether or not such termination of employment was caused by the Employee or by the Corporation, (i) the Employee shall not engage, either directly or indirectly, in any manner or capacity, in any business or activity which is competitive with any business or activity conducted by the Corporation; (ii) the Employee shall not work for or employ, directly or indirectly, or cause to be employed by another any person who was an employee, officer or agent of the Corporation or of any of its subsidiaries at any time during a period of twelve (12) months following prior to the date that his employment by the Company terminates (regardless of the reason for such termination) (the date of any such termination of Executive’s employment with the Company is referred to herein as the “Separation Date”): (i) authorize his name to be used by any Business Entity; (ii) solicit for any Business Entity the employment of the Employee under this Employment Agreement nor shall the Employee form any individual who partnership with, or establish any business venture in cooperation with, any such person which is then currently competitive with any business or was, within the six (6) months preceding the Separation Date, an employee activity of the Company; Corporation; (iii) induce on behalf the Employee shall not give, sell or lease any goods or services competitive with the goods or services of the Corporation or its subsidiaries to any Business Entity (A) any licensee of a Company product or service; (B) any person or entity for whom the Company provided or was to provideperson, within six (6) months preceding the Separation Datepartnership, maintenance corporation or other entity who purchased goods or services for a fee, pursuant to a formal agreement from the Corporation or otherwise; its subsidiaries within one (C1) any person or entity to whom, within six (6) months preceding year before the Separation Date, the Company had made a presentation or solicitation wholly or partially in writing, or for whom the Company had performed or provided a “savings analysis;” and (D) any joint venturer or subcontractor termination of the Company (collectively, a “Customer”) to cancel any order previously placed or not place any future orders with employment of the Company; Employee under this Employment Agreement; (iv) solicit for the Employee all not have any Business Entity from financial interest, or participate as a director, officer, stockholder, partner, employee, consultant or otherwise, in any then-Customer of the Company any business opportunity corporation, partnership or other entity which is competitive or potentially competitive, to with any business related to the logistics execution software and support services to the supply chain marketplace carried on or activity conducted by the Company or to the relationship between the Company Corporation. (b) The Corporation and the Customer;Employee agree that the services of the Employee are of a personal, special unique and extraordinary character, and cannot be replaced by the Corporation without great difficulty, and that the violation by the Employee of any of his agreements under this Section (10) would damage the goodwill of the Corporation and cause the Corporation irreparable harm which could not reasonably or adequately be compensated in damages in an action at law, and that the agreements of the Employee under this Section (10) may be enforced by the Corporation in equity by an injunction or restraining order in addition to being enforced by the Corporation at law. (vc) render for In the event that this Section (10) shall be determined by any Business Entity any service, for or without any compensation, in connection with the design, development, manufacture, marketing or sale court of any product reasonably deemed competitive with any service or product then, or within six (6) months preceding the Separation Date, offered by the Company; or (vi) participate in, directly or indirectly, (whether as advisor, principal, agent, partner, officer, director, employee, stockholder, associate or consultant of) any Business Entity (provided that any interest of Executive through investment in up to an aggregate of two percent (2%) in any class of any person whose securities are required competent jurisdiction to be registered under unenforceable by reason of its extending for too long a period of time or over too great a range of activities, it shall be interpreted to extend only over the Securities Exchange Act maximum period of 1934, time or range of activities as amended, shall not to which it may be considered participation hereunder)enforceable.

Non-Competition. Executive hereby agrees You agree that he will not, for a period of twelve (12) months following 2 years after the expiration or termination of your employment by RHI, you shall not, except with the prior written consent of Fairchild, engage in, be employed by or in any way advise or act for, or have any financial interest in any business that is a competitor of Fairchild's Advan▇▇▇ ▇▇▇▇▇▇▇ogies Division or any of the companies within such division, all as may be determined by the Board of Directors of Fairchild. Notwithstanding the foregoing, if you purchase from Fairchild all of Fairchild's inter▇▇▇ ▇▇ ▇▇▇ under the terms of the Stock Repurchase Agreement dated the date that his employment hereof, between Fairchild, you and certain others, you may be employed by the Company terminates (regardless CDI so long as CDI does not compete with any of the reason for such termination) (companies within the date Fairchild Advanced Technologies Division. Moreover, the ownership of 5% or less of the outstanding voting or other securities of any corporation whose shares are listed on a recognized stock exchange or traded in an over the counter market, even though such termination corporation may be a competitor of Executive’s employment with the Company is referred to herein as the “Separation Date”): (i) authorize his name to be used by Fairchild Advanced Technologies Division or any Business Entity; (ii) solicit for any Business Entity the employment of any individual who is then currently or was, within the six (6) months preceding the Separation Date, an employee of the Company; (iii) induce on behalf of any Business Entity (A) any licensee of a Company product or service; (B) any person or entity for whom the Company provided or was to provide, companies within six (6) months preceding the Separation Date, maintenance or other services for a fee, pursuant to a formal agreement or otherwise; (C) any person or entity to whom, within six (6) months preceding the Separation Date, the Company had made a presentation or solicitation wholly or partially in writing, or for whom the Company had performed or provided a “savings analysis;” and (D) any joint venturer or subcontractor of the Company (collectively, a “Customer”) to cancel any order previously placed or not place any future orders with the Company; (iv) solicit for any Business Entity from any then-Customer of the Company any business opportunity which is competitive or potentially competitive, to any business related to the logistics execution software and support services to the supply chain marketplace carried on by the Company or to the relationship between the Company and the Customer; (v) render for any Business Entity any service, for or without any compensation, in connection with the design, development, manufacture, marketing or sale of any product reasonably deemed competitive with any service or product then, or within six (6) months preceding the Separation Date, offered by the Company; or (vi) participate in, directly or indirectly, (whether as advisor, principal, agent, partner, officer, director, employee, stockholder, associate or consultant of) any Business Entity (provided that any interest of Executive through investment in up to an aggregate of two percent (2%) in any class of any person whose securities are required to be registered under the Securities Exchange Act of 1934, as amendedsuch division, shall not be considered participation hereunder)deemed as constituting a financial interest in such competitor. Moreover, you agree that for a period of 2 years after the expiration of the termination of your employment by RHI, you shall not take any action or assist any successor employer or any other entity in recruiting any employee who had worked for any company in the Fairchild Advanced Technologies Division (a "Co-Worker") nor shall you in any way solicit, or cause to be solicited any Co-Worker to leave the employment of Fairchild or its Advanced Technologies Division. This includes (a) identifying to your successor employer or such entity any Co-Worker who has special knowledge concerning Fairchild's inven▇▇▇▇▇, ▇▇▇▇esses, methods, suppliers, customers or confidential affairs or (b) commenting to your successor employer or its agents or such other entity that the quantity of work, quality of work, special knowledge or personal characteristics of any Co-Worker. You also agree that you will not provide such information to any prospective employer during an interview preceding possible employment. You understand that establishing the precise amount of damages for breach of this provision might be difficult. For that reason, you agree that if you should be found to have breached this provision, for each Co-Worker about whom you have provided information in violation of this provision, liquidated damages for such violation shall be in the amount of the annual salary of that Co-Worker at Fairchild. You understand that the covenants contained in this paragraph shall be deemed to be a series of separate covenants, one for each line of business for Fairchild Advanced Technologies Division. You agree that the character, duration and geographical scope of this covenant not to compete is reasonable in light of the circumstances as they exist as of the date of this Agreement. However, should a determination nonetheless be made by a court of competent jurisdiction that the character, duration or geographical scope of this covenant not to compete is unreasonable in light of the circumstances as they then exist, then it is your intention and agreement that this covenant not to compete shall be construed by the court in such a manner as to impose only those restrictions on your conduct that are reasonable in light of the circumstances as they then exist and necessary to insure Fairchild the intended benefits of this covenant not to compete. If, in any judicial proceeding, a court refuses to enforce all of the separate covenants deemed included herein because, taken together they are more extensive then necessary to insure Fairchild of the intended benefit of this covenant not to compete, you understand and agree that those of such covenants which, if eliminated, would permit the remaining separate covenants to be enforced in such proceeding shall, for the purpose of such proceeding be deemed eliminated from this section.

Non-Competition. Executive (a) In order to protect the good will of the Corporation and in order to protect the trade secrets of the Corporation referred to in Section (7) of this Employment Agreement, the Employee hereby agrees that he will notduring the term of employment of the Employee under this Employment Agreement, and during a period of one (1) year after termination of employment of the Employee under this Employment Agreement without regard to the cause of termination of employment and whether or not such termination of employment was caused by the Employee or by the Corporation, (i) the Employee shall not engage, either directly or indirectly, in any manner or capacity, in any business or activity which is competitive with any business or activity conducted by the Corporation; (ii) the Employee shall not work for or employ, directly or indirectly, or cause to be employed by another, any person who was an employee, officer or agent of the Corporation or of any of its subsidiaries at any time during a period of twelve (12) months following prior to the date that his employment by the Company terminates (regardless of the reason for such termination) (the date of any such termination of Executive’s employment with the Company is referred to herein as the “Separation Date”): (i) authorize his name to be used by any Business Entity; (ii) solicit for any Business Entity the employment of the Employee under this Employment Agreement nor shall the Employee form any individual who partnership with or establish any business venture in cooperation with, any such person which is then currently competitive with any business or was, within the six (6) months preceding the Separation Date, an employee activity of the Company; Corporation; (iii) induce on behalf the Employee shall not give, sell or lease any goods or services competitive with the goods or services of the Corporation or its subsidiaries to any Business Entity (A) any licensee of a Company product or service; (B) any person or entity for whom the Company provided or was to provideperson, within six (6) months preceding the Separation Datepartnership, maintenance corporation or other entity who purchased goods or services for a fee, pursuant to a formal agreement from the Corporation or otherwise; its subsidiaries within one (C1) any person or entity to whom, within six (6) months preceding year before the Separation Date, the Company had made a presentation or solicitation wholly or partially in writing, or for whom the Company had performed or provided a “savings analysis;” and (D) any joint venturer or subcontractor termination of the Company (collectively, a “Customer”) to cancel any order previously placed or not place any future orders with employment of the Company; Employee under employment Agreement; (iv) solicit for the Employee shall not have any Business Entity from financial interest, or participate as a director, officer, stockholder, partner, employee, consultant or otherwise, in any then-Customer of the Company any business opportunity corporation, partners or other entity which is competitive or potentially competitive, to with any business related to the logistics execution software and support services to the supply chain marketplace carried on or activity conducted by the Company or to the relationship between the Company Corporation. (b) The Corporation and the Customer;Employee agree that the services of the Employee are of a personal, special, unique and extraordinary character, and cannot be replaced by the Corporation without great difficulty, and that the violation by the Employee of any of his agreements under this Section (10) would damage the goodwill of the Corporation and cause the Corporation irreparable harm which could not reasonably or adequately be compensated in damages in an action at law, and that the agreements of the Employee under this Section (10) may be enforced by the Corporation in equity by an injunction or restraining order in addition to being enforced by the Corporation at law. (vc) render for In the event that this Section (10) shall be determined by any Business Entity any service, for or without any compensation, in connection with the design, development, manufacture, marketing or sale court of any product reasonably deemed competitive with any service or product then, or within six (6) months preceding the Separation Date, offered by the Company; or (vi) participate in, directly or indirectly, (whether as advisor, principal, agent, partner, officer, director, employee, stockholder, associate or consultant of) any Business Entity (provided that any interest of Executive through investment in up to an aggregate of two percent (2%) in any class of any person whose securities are required competent jurisdiction to be registered under unenforceable by reason of its extending for too long a period of time or over too great a range of activities, it shall be interpreted to extend only over the Securities Exchange Act maximum period of 1934, time or range of activities as amended, shall not to which it may be considered participation hereunder)enforceable.

Non-Competition. Executive hereby (a) Employer and Employee recognize that Employee has been retained to occupy a position of trust that constitutes part of the professional, management and executive staff of Employer. Employee, for and in consideration of the payments, rights and benefits provided herein, agrees that so long as he will notis employed by Employer and, if Employer terminates Employee’s employment for Cause, in the event of an Involuntary Termination or if Employee terminates his employment with Employer for any reason other than pursuant to an Involuntary Termination, then during the period of time that Employee is receiving cash severance payments under Section 2.5(d)(ii) or 2.5(e), Employee shall not (i) work or act as an officer or director of or compensated consultant to, (ii) assist, (iii) own, directly or through any Affiliate or joint venture, a 10% or greater interest in, or (iv) make a financial investment (other than a passive, economic investment), whether in the form of equity or debt, in any business that is directly competitive with the Business in the United States, Latin America or in any other market in which Employer is conducting the Business at the time Employee’s employment with Employer is terminated. (b) Notwithstanding the foregoing, nothing herein shall prohibit Employee from holding ten percent (10%) or less of any class of voting securities of any entity whose equity securities are listed on a national securities exchange or regularly traded in the over-the-counter market and for which quotations are readily available on the National Association of Securities Dealers Automated Quotation system. (c) If Employer terminates Employee’s employment for Cause or if Employee terminates his employment with Employer for any reason other than pursuant to an Involuntary Termination, then for a period of twelve one (121) months following year thereafter, Employee shall promptly notify Employer of each employment or agency relationship entered into by Employee, and each corporation, proprietorship or other entity formed or used by Employee, the date that his employment by business of which is directly competitive with the Company terminates (regardless Business. The provisions of the reason for such termination) (the date of any such this Section 3.3 shall survive termination of Executive’s employment with the Company is referred to herein as the “Separation Date”): (i) authorize his name to be used by any Business Entity; (ii) solicit this Agreement for any Business Entity the employment of any individual who is then currently or was, within the six (6) months preceding the Separation Date, an employee of the Company; (iii) induce on behalf of any Business Entity (A) any licensee of a Company product or service; (B) any person or entity for whom the Company provided or was to provide, within six (6) months preceding the Separation Date, maintenance or other services for a fee, pursuant to a formal agreement or otherwise; (C) any person or entity to whom, within six (6) months preceding the Separation Date, the Company had made a presentation or solicitation wholly or partially in writing, or for whom the Company had performed or provided a “savings analysis;” and (D) any joint venturer or subcontractor of the Company (collectively, a “Customer”) to cancel any order previously placed or not place any future orders with the Company; (iv) solicit for any Business Entity from any then-Customer of the Company any business opportunity which is competitive or potentially competitive, to any business related to the logistics execution software and support services to the supply chain marketplace carried on by the Company or to the relationship between the Company and the Customer; (v) render for any Business Entity any service, for or without any compensation, in connection with the design, development, manufacture, marketing or sale of any product reasonably deemed competitive with any service or product then, or within six (6) months preceding the Separation Date, offered by the Company; or (vi) participate in, directly or indirectly, (whether as advisor, principal, agent, partner, officer, director, employee, stockholder, associate or consultant of) any Business Entity (provided that any interest of Executive through investment in up to an aggregate of two percent (2%) in any class of any person whose securities are required to be registered under the Securities Exchange Act of 1934, as amended, shall not be considered participation hereunder)reason.

Non-Competition. Executive hereby agrees that he will not, for a period of twelve (12) months following the date that his employment by the Company terminates (regardless In further consideration of the reason for such termination) (compensation to be paid to Employee hereunder, Employee acknowledges that in the date course of any such termination of ExecutiveEmployee’s employment with the Company, Employee is and will become familiar with trade secrets and other Confidential Information concerning the Company Group and that Employee’s services will be of special, unique and extraordinary value to the Company Group. Therefore, Employee hereby covenants and agrees that, during the Employment Period and for any period thereafter for which the Employee is referred to herein as receiving severance (the “Separation DateRestricted Period”), Employee shall not, without prior express written approval by the Board, directly or indirectly through any other Person or Persons (whether for compensation or otherwise): (ia) authorize his name to be used by own or hold any debt or equity interest in, manage, operate, control, consult with, render services for, or engage, join or participate in the ownership, management, operation or control of, or furnish any capital or loans to, any Person engaged in or actively pursuing the Business Entity; (ii) solicit for any Business Entity the employment of any individual who is then currently a “Competing Business”), either as an owner, officer, general or waslimited partner, within the six (6) months preceding the Separation Dateprincipal, an employee of the Company; (iii) induce on behalf of any Business Entity (A) any licensee of a Company product or service; (B) any person or entity for whom the Company provided or was to provideproprietor, within six (6) months preceding the Separation Datejoint venturer, maintenance or other services for a feeshareholder, pursuant to a formal agreement director, member, manager, investor, lender, agent, employee, consultant, trustee, affiliate or otherwise; (C) any person or entity to whom, within six (6) months preceding the Separation Date, the Company had made a presentation or solicitation wholly or partially in writing, or for whom the Company had performed or provided a “savings analysis;” and (D) any joint venturer or subcontractor of the Company (collectively, a “Customer”) to cancel any order previously placed or not place any future orders with the Company; (iv) solicit for any Business Entity from any then-Customer of the Company any business opportunity which is competitive or potentially competitive, to any business related to the logistics execution software and support services to the supply chain marketplace carried on by the Company or to the relationship between the Company and the Customer; (v) render for any Business Entity any service, for or without any compensation, in connection with the design, development, manufacture, marketing or sale of any product reasonably deemed competitive with any service or product then, or within six (6) months preceding the Separation Date, offered by the Company; or (vib) participate in, directly or indirectly, provide to any Competing Business (whether as advisorowner, officer, general or limited partner, principal, agentproprietor, partnerjoint venturer, officershareholder, director, member, manager, investor, agent, employee, stockholderconsultant, associate trustee, affiliate or consultant ofotherwise) any Business Entity (executive, managerial, strategic or business development services similar to those services that Employee provided to any member of the Company Group during Employee’s employment with the Company. Employee acknowledges and agrees that the provisions in this Section 8 shall operate throughout the United States, Canada, and any interest NATO country. Nothing herein shall prohibit Employee from being a passive owner of Executive through investment in up to an aggregate of two not more than one percent (21%) in any class of the outstanding securities of any person whose securities are required publicly traded company engaged in a Competing Business, so long as Employee has no active participation in such Competing Business. In addition, Employee agrees and acknowledges that the potential harm to be registered under any member of the Securities Exchange Act Company Group of 1934its non-enforcement outweighs any harm to Employee of its enforcement by injunction or otherwise. Employee acknowledges that Employee has carefully read this Agreement and has given careful consideration to the restraints imposed upon Employee by this Agreement, and is in full accord as amended, shall not be considered participation hereunder)to their necessity.

Non-Competition. Executive hereby agrees that he will not(a) In order to protect the Company’s Proprietary Information and goodwill, during Employee’s employment and for a period of twelve (12i) months one (1) year following the date that his employment by the Company terminates (regardless of the reason for such termination) (the date cessation of any such termination of ExecutiveEmployee’s employment with the Company is referred to herein (the “Last Date of Employment”) or such shorter period as the Company designates in writing to Employee (which designation must be made no later than the date any waiver must be made under Section 5(b)(iii)), or (ii) two (2) years following the Last Date of Employment if Employee breaches his fiduciary duty to the Company or if Employee has unlawfully taken, physically or electronically, property belonging to the Company (in either case, the “Separation DateRestricted Period”):), Employee shall not directly or indirectly, whether as owner, partner, shareholder, director, manager, consultant, agent, employee, co-venturer or otherwise, anywhere in the world, engage or otherwise participate in any business that develops, manufactures or markets any products, performs any services, or conducts any research focused on using T-cell therapy to address viruses or virus-related diseases (the “Noncompetition Restriction”). (b) Notwithstanding the foregoing, the Noncompetition Restrictions shall not apply: (i) authorize his name to be used by any Business Entity; if the Company terminates Employee’s employment without “cause” (within the meaning of Mass. Gen. Laws ▇▇▇▇▇▇▇ ▇▇▇, ▇▇▇ ▇▇▇ (▇)); (ii) solicit for any Business Entity if the employment of any individual who is then currently or was, within the six (6) months preceding the Separation Date, an employee of the Company; (iii) induce on behalf of any Business Entity (A) any licensee of a Company product or service; (B) any person or entity for whom the Company provided or was to provide, within six (6) months preceding the Separation Date, maintenance or other services for a fee, pursuant to a formal agreement or otherwise; (C) any person or entity to whom, within six (6) months preceding the Separation Date, the Company had made a presentation or solicitation wholly or partially in writing, or for whom the Company had performed or provided a “savings analysis;” and (D) any joint venturer or subcontractor of the Company (collectively, a “Customer”) to cancel any order previously placed or not place any future orders with the Company; (iv) solicit for any Business Entity from any then-Customer of the Company any business opportunity which is competitive or potentially competitive, to any business related to the logistics execution software and support services to the supply chain marketplace carried on by the Company or to the relationship between the Company and the Customer; (v) render for any Business Entity any service, for or without any compensation, in connection with the design, development, manufacture, marketing or sale of any product reasonably deemed competitive with any service or product then, or within six (6) months preceding the Separation Date, offered Employee has been laid off by the Company; or(iii) if the Company waives the Noncompetition Restriction; or (iv) to Employee’s activities on behalf of ElevateBio Management, Inc., or its subsidiaries and affiliates. (vic) participate inIn the event that the Non-Competition Restriction applies to Employee, directly or indirectlythe Company shall make garden leave payments to Employee for the post-employment portion of the Restricted Period (but for not more than 12 months following the end of Employee’s employment) at the rate of 50% of the highest annualized base salary paid to Employee by the Company within the two-year period preceding the last day of Employee’s employment (the “Garden Leave Pay”). Employee acknowledges and agrees that the Garden Leave Pay is consideration mutually agreed upon by the Company and Employee, (whether as advisor, principal, agent, partner, officer, director, employee, stockholder, associate or consultant of) any Business Entity (provided and in exchange for Employee’s agreement to the Noncompetition Restriction. Employee further acknowledges and agrees that any interest of Executive through investment in up Garden Leave Pay he receives pursuant to an aggregate of two percent this Agreement shall reduce (2%) in any class of any person whose securities are required to be registered under the Securities Exchange Act of 1934, as amended, and shall not be considered participation hereunder)in addition to) any severance or separation pay that Employee is otherwise entitled to receive from the Company pursuant to any agreement, plan or otherwise.

Non-Competition. (a) Upon any termination of the Executive’s employment (whether voluntary or involuntary), other than a termination (whether voluntary or involuntary) in connection with a Change in Control, the Executive hereby agrees that he will not, not to compete with the Bank and the Company for a period of twelve one (121) months year following the date that his employment by the Company terminates such termination within fifty (regardless 50) miles of the reason for such termination) (the date of any such termination of Executive’s employment with principal place of employment. The Executive agrees that during such period the Company is referred to herein as the “Separation Date”): (i) authorize his name to be used by any Business Entity; (ii) solicit for any Business Entity the employment of any individual who is then currently or was, within the six (6) months preceding the Separation Date, an employee of the Company; (iii) induce on behalf of any Business Entity (A) any licensee of a Company product or service; (B) any person or entity for whom the Company provided or was to provide, within six (6) months preceding the Separation Date, maintenance or other services for a fee, pursuant to a formal agreement or otherwise; (C) any person or entity to whom, within six (6) months preceding the Separation Date, the Company had made a presentation or solicitation wholly or partially in writing, or for whom the Company had performed or provided a “savings analysis;” and (D) any joint venturer or subcontractor of the Company (collectively, a “Customer”) to cancel any order previously placed or Executive shall not place any future orders with the Company; (iv) solicit for any Business Entity from any then-Customer of the Company any business opportunity which is competitive or potentially competitive, to any business related to the logistics execution software and support services to the supply chain marketplace carried on by the Company or to the relationship between the Company and the Customer; (v) render for any Business Entity any service, work for or without any compensationadvise, in connection with the design, development, manufacture, marketing consult or sale of any product reasonably deemed competitive with any service or product then, or within six (6) months preceding the Separation Date, offered by the Company; or (vi) participate inotherwise serve with, directly or indirectly, any entity whose business materially competes with the depository, lending or other business activities of the Bank or the Company within fifty (whether as advisor50) miles of the Executive’s principal place of employment. The parties hereto, principalrecognizing that irreparable injury will result to the Bank or the Company, agentits business and property in the event of the Executive’s breach of this Subsection 9(a) agree that in the event of any such breach by the Executive, partnerthe Bank and the Company will be entitled, officerin addition to any other remedies and damages available, director, employee, stockholder, associate or consultant of) any Business Entity (provided that any interest of Executive through investment in up to an aggregate injunction to restrain the violation hereof by the Executive. The Executive represents and admits that the Executive’s experience and capabilities are such that the Executive can obtain employment in a business engaged in other lines and/or of two percent a different nature than the Bank or the Company, and that the enforcement of a remedy by way of injunction will not prevent Executive from earning a livelihood. Nothing herein will be construed as prohibiting the Bank or the Company from pursuing any other remedies available to the Bank or the Company for such breach or threatened breach, including the recovery of damages from Executive. (2%b) in The Executive recognizes and acknowledges that the knowledge of the business activities and plans for business activities of the Bank, the Company and affiliates thereof, as it may exist from time to time, is a valuable, special and unique asset of the business of the Bank and the Company. The Executive will not, during or after the term of his employment, disclose any class knowledge of the past, present, planned or considered business activities of the Bank, the Company or affiliates thereof to any person whose securities are person, firm, corporation, or other entity for any reason or purpose whatsoever (except for such disclosure as may be required to be registered under provided to any federal banking agency with jurisdiction over the Securities Exchange Act Bank, the Company or the Executive). Notwithstanding the foregoing, the Executive may disclose any knowledge of 1934banking, financial and/or economic principles, concepts or ideas which are not solely and exclusively derived from the business plans and activities of the Bank or the Company, and the Executive may disclose any information regarding the Bank or the Company which is otherwise publicly available. In the event of a breach or threatened breach by the Executive of the provisions of this Section 9, the Bank and/or the Company will be entitled to an injunction restraining Executive from disclosing, in whole or in part, the knowledge of the past, present, planned or considered business activities of the Bank, the Company or affiliates thereof, or from rendering any services to any person, firm, corporation, other entity to whom such knowledge, in whole or in part, has been disclosed or is threatened to be disclosed. Nothing herein will be construed as amendedprohibiting the Bank or the Company from pursuing any other remedies available to the Bank or the Company for such breach or threatened breach, shall not be considered participation hereunder)including the recovery of damages from the Executive.

Non-Competition. Executive hereby The Company agrees to provide Employee with Confidential Information which, if disclosed, would assist in competition against the Company and that the Employee will also generate goodwill for the Company in the course of the Employee’s employment. Therefore, the Employee agrees that he will the following restrictions on the Employee’s activities during and after the Employee’s employment are necessary to protect the goodwill, Confidential Information and other legitimate interests of the Company: (i) While the Employee is employed by the Company and for six months thereafter, the Employee shall not, directly or indirectly, whether as owner, partner, investor, consultant, agent, employee, co-venturer or otherwise (collectively, a “Competitive Role”), actively compete with the Company or any of its subsidiaries or undertake any planning for a period of any business that is Competitive (as defined in the Company’s in the Company’s Proprietary Invention Agreement) with the Company or its subsidiaries. (ii) The Employee agrees that during the twelve (12) months immediately following the date that his Employee’s resignation of employment by the Company terminates (regardless of the reason for such termination) (the date of any such termination of Executive’s employment with the Company is referred to herein as the “Separation Date”): (i) authorize his name to be used by any Business Entity; (ii) solicit for any Business Entity the employment of any individual who is then currently or was, within the during six (6) months preceding following an involuntary termination of the Separation DateEmployee’s employment without Cause, an the Employee will not, directly or through any other Person, (A) hire any employee of the Company; (iii) induce on behalf Company or any of its subsidiaries or seek to persuade any Business Entity (A) employee of the Company or any licensee of a Company product or service; its subsidiaries to discontinue employment, (B) solicit or encourage any person or entity for whom customer of the Company provided or was any of its subsidiaries or independent contractor providing services to provide, within six (6) months preceding the Separation Date, maintenance Company or other services for a fee, pursuant any of its subsidiaries to a formal agreement terminate or otherwise; diminish its relationship with them or (C) seek to persuade any person customer or entity to whom, within six (6) months preceding the Separation Date, the Company had made a presentation or solicitation wholly or partially in writing, or for whom the Company had performed or provided a “savings analysis;” and (D) any joint venturer or subcontractor active prospective customer of the Company (collectively, a “Customer”) or any of its subsidiaries to cancel any order previously placed or not place any future orders conduct with the Company; (iv) solicit for any Business Entity from any then-Customer of the Company anyone else any business opportunity which is competitive or potentially competitive, activity that such customer or prospective customer conducts or could reasonably be expected to any business related to the logistics execution software and support services to the supply chain marketplace carried on by conduct with the Company or to the relationship between the Company and the Customer; (v) render for any Business Entity any service, for or without any compensation, in connection with the design, development, manufacture, marketing or sale of any product reasonably deemed competitive with any service or product then, or within six (6) months preceding the Separation Date, offered by the Company; or (vi) participate in, directly or indirectly, (whether as advisor, principal, agent, partner, officer, director, employee, stockholder, associate or consultant of) any Business Entity (provided its subsidiaries at that any interest of Executive through investment in up to an aggregate of two percent (2%) in any class of any person whose securities are required to be registered under the Securities Exchange Act of 1934, as amended, shall not be considered participation hereunder)time.

Non-Competition. Executive hereby (A) The Employee understands and recognizes that his services to the Corporation are special and unique and agrees that he will notthat, during the term of this Agreement and, unless such termination is by the Employee pursuant to 7(A)(iii)(a) below, for a period of twelve nine (129) months following the date that his employment by the Company terminates (regardless of the reason for such termination) (from the date of any such termination of Executive’s his employment with the Company is referred to herein as the “Separation Date”): (i) authorize his name to be used by hereunder, he shall not in any Business Entity; (ii) solicit for any Business Entity the employment of any individual who is then currently or was, within the six (6) months preceding the Separation Date, an employee of the Company; (iii) induce on behalf of any Business Entity (A) any licensee of a Company product or service; (B) any person or entity for whom the Company provided or was to provide, within six (6) months preceding the Separation Date, maintenance or other services for a fee, pursuant to a formal agreement or otherwise; (C) any person or entity to whom, within six (6) months preceding the Separation Date, the Company had made a presentation or solicitation wholly or partially in writing, or for whom the Company had performed or provided a “savings analysis;” and (D) any joint venturer or subcontractor of the Company (collectively, a “Customer”) to cancel any order previously placed or not place any future orders with the Company; (iv) solicit for any Business Entity from any then-Customer of the Company any business opportunity which is competitive or potentially competitive, to any business related to the logistics execution software and support services to the supply chain marketplace carried on by the Company or to the relationship between the Company and the Customer; (v) render for any Business Entity any service, for or without any compensation, in connection with the design, development, manufacture, marketing or sale of any product reasonably deemed competitive with any service or product then, or within six (6) months preceding the Separation Date, offered by the Company; or (vi) participate inmanner, directly or indirectly, on behalf of himself or any person, firm, partnership, joint venture, corporation or other business entity (whether "Person"), enter into or engage in any business engaged in the development or commercialization of products directly competitive with products of the Corporation, including products under development by the Corporation, either as advisoran individual for his own account, principalor as a partner, joint venturer, executive, agent, partnerconsultant, salesperson, officer, directordirector or shareholder of a Person operating or intending to operate in the areas of therapeutics for congestive heart failure, employeecarbohydrate-based combinatorial chemistry, stockholderthe treatment of diseases by drugs which act through the modulation of superoxide dismutase, associate or consultant ofCorporation's future business, proposed business or future research activities or any additional areas of business as shall be updated from time to time by the parties to take into account additional areas of business in which the Corporation may become engaged), within the geographic area of the Corporation's business. This Paragraph 5(A) shall not be construed to prohibit the ownership by Employee of not more than 1% of the capital stock of any Business Entity (provided that any interest of Executive through investment in up to an aggregate of two percent (2%) corporation engaged in any of the foregoing businesses which has a class of any person whose securities are required registered pursuant to be registered under the Securities Exchange Act of 1934. (B) During the term of this Agreement and for nine (9) months thereafter, as amendedEmployee shall not, directly or indirectly, without the prior written consent of the Corporation, solicit or induce any employee of the Corporation or any affiliate to leave the employ of the Corporation or any affiliate or hire for any purpose any employee of the Corporation or any affiliate or any employee who has left the employment of the Corporation or any affiliate within six months of the termination of said employee's employment with the Corporation; or (C) In the event that the Employee breaches any provisions of this Section 5 or there is a threatened breach, then, in addition to any other rights which the Corporation may have, the Corporation shall be entitled to seek injunctive relief to enforce the restrictions contained herein. In the event that an actual proceeding is brought in equity to enforce the provisions of this Section 5, the Corporation shall not be considered participation hereunder)prevented from seeking any other remedies which may be available.

Non-Competition. Executive hereby agrees that he will not, for a period of twelve (12a) months following the date that his employment by the Company terminates (regardless of the reason for such termination) (the date of Upon any such termination of Executive’s employment hereunder, other than a termination (whether by resignation, voluntary or involuntary) in connection with a Change in Control, as a result of which the Bank is paying Executive benefits under Section 6 of this Agreement, Executive agrees not to compete with the Bank and/or the Company is referred to herein as the “Separation Date”): for a period of one (i1) authorize his name to be used by any Business Entity; year following such termination within twenty-five (ii25) solicit for any Business Entity the employment miles of any individual who is then currently or was, within the six (6) months preceding the Separation Date, an employee existing branch of the Company; Bank or any subsidiary of the Company or within twenty-five (iii25) induce on behalf miles of any Business Entity (A) any licensee of a Company product or service; (B) any person or entity office for whom which the Bank, the Company provided or was a Bank subsidiary of the Company has filed an application for regulatory approval to provideestablish an office, within six (6) months preceding determined as of the Separation Dateeffective date of such termination, maintenance or other services for a fee, except as agreed to pursuant to a formal agreement or otherwise; (C) any person or entity to whom, within six (6) months preceding the Separation Date, the Company had made a presentation or solicitation wholly or partially in writing, or for whom the Company had performed or provided a “savings analysis;” and (D) any joint venturer or subcontractor of the Company (collectively, a “Customer”) to cancel any order previously placed or not place any future orders with the Company; (iv) solicit for any Business Entity from any then-Customer of the Company any business opportunity which is competitive or potentially competitive, to any business related to the logistics execution software and support services to the supply chain marketplace carried on resolution duly adopted by the Company or to the relationship between the Company Board. Executive agrees that during such period and the Customer; (v) render for any Business Entity any servicewithin said area, cities, towns and counties, Executive shall not work for or without any compensationadvise, in connection with the design, development, manufacture, marketing consult or sale of any product reasonably deemed competitive with any service or product then, or within six (6) months preceding the Separation Date, offered by the Company; or (vi) participate inotherwise serve with, directly or indirectly, (whether as advisorany entity whose business materially competes with the depository, principallending or other business activities of the Bank and/or the Company. The parties hereto, agentrecognizing that irreparable injury will result to the Bank and/or the Company, partnerits business and property in the event of Executive’s breach of this Subsection 11(a) agree that in the event of any such breach by Executive, officerthe Bank and/or the Company will be entitled, directorin addition to any other remedies and damages available, employee, stockholder, associate or consultant of) any Business Entity (provided that any interest of Executive through investment in up to an aggregate injunction to restrain the violation hereof by Executive, Executive’s partners, agents, servants, employers, employees and all persons acting for or with Executive. Executive represents and admits that Executive’s experience and capabilities are such that Executive can obtain employment in a business engaged in other lines and/or of two percent a different nature than the Bank and/or the Company, and that the enforcement of a remedy by way of injunction will not prevent Executive from earning a livelihood. Nothing herein will be construed as prohibiting the Bank and/or the Company from pursuing any other remedies available to the Bank and/or the Company for such breach or threatened breach, including the recovery of damages from Executive. (2%b) in Executive recognizes and acknowledges that the knowledge of the business activities and plans for business activities of the Bank and affiliates thereof, as it may exist from time to time, is a valuable, special and unique asset of the business of the Bank. Executive will not, during or after the term of his employment, disclose any class knowledge of the past, present, planned or considered business activities of the Bank or affiliates thereof to any person whose securities are person, firm, corporation, or other entity for any reason or purpose whatsoever (except for such disclosure as may be required to be registered under provided to any federal banking agency with jurisdiction over the Securities Exchange Act Bank or Executive). Notwithstanding the foregoing, Executive may disclose any knowledge of 1934banking, financial and/or economic principles, concepts or ideas which are not solely and exclusively derived from the business plans and activities of the Bank, and Executive may disclose any information regarding the Bank or the Company which is otherwise publicly available. In the event of a breach or threatened breach by Executive of the provisions of this Section, the Bank will be entitled to an injunction restraining Executive from disclosing, in whole or in part, the knowledge of the past, present, planned or considered business activities of the Bank or affiliates thereof, or from rendering any services to any person, firm, corporation, other entity to whom such knowledge, in whole or in part, has been disclosed or is threatened to be disclosed. Nothing herein will be construed as amendedprohibiting the Bank from pursuing any other remedies available to the Bank for such breach or threatened breach, shall not be considered participation hereunder)including the recovery of damages from Executive.

Non-Competition. Executive hereby agrees (A) You acknowledge that he will notyour services to be rendered are of a special and unusual character and have a unique value to Nabi the loss of which cannot adequately be compensated by damages in an action at law. In view of the unique value of the services, and because of the Confidential Information to be obtained by or disclosed to you, and as a material inducement to Nabi to enter into this Agreement and to pay to you the compensation referred to above and other consideration provided, you covenant and agree that, while you are employed by Nabi and for a period of twelve one (121) months following the date that his employment by the Company terminates (regardless of the reason for such termination) (the date of any such year after termination of Executive’s such employment with the Company is referred to herein as the “Separation Date”): (i) authorize his name to be used by any Business Entity; (ii) solicit for any Business Entity the employment of any individual who is then currently or wasreason whatsoever, within the six (6) months preceding the Separation Date, an employee of the Company; (iii) induce on behalf of any Business Entity (A) any licensee of a Company product or service; (B) any person or entity for whom the Company provided or was to provide, within six (6) months preceding the Separation Date, maintenance or other services for a fee, pursuant to a formal agreement or otherwise; (C) any person or entity to whom, within six (6) months preceding the Separation Date, the Company had made a presentation or solicitation wholly or partially in writing, or for whom the Company had performed or provided a “savings analysis;” and (D) any joint venturer or subcontractor of the Company (collectively, a “Customer”) to cancel any order previously placed or not place any future orders with the Company; (iv) solicit for any Business Entity from any then-Customer of the Company any business opportunity which is competitive or potentially competitive, to any business related to the logistics execution software and support services to the supply chain marketplace carried on by the Company or to the relationship between the Company and the Customer; (v) render for any Business Entity any service, for or without any compensation, in connection with the design, development, manufacture, marketing or sale of any product reasonably deemed competitive with any service or product then, or within six (6) months preceding the Separation Date, offered by the Company; or (vi) participate inyou will not, directly or indirectly, (whether a) engage or become interested, as advisorowner, principalemployee, agentconsultant, partner, officer, director, employee, stockholder, associate or consultant of) any Business Entity through stock ownership (provided that any interest except ownership of Executive through investment in up to an aggregate less than five percent of two percent (2%) in any class of equity securities which are publicly traded), investment of capital, lending of money or property, rendering of services, or otherwise, either alone or in association with others, in the operations, management or supervision of any person whose securities type of business or enterprise engaged in any business which is competitive with any business of Nabi (a “Competitive Business”), (b) solicit or accept orders from any current or past customer of Nabi for products or services offered or sold by, or competitive with products or services offered or sold by, Nabi, (c) induce or attempt to induce any such customer to reduce such customer’s purchase of products or services from Nabi, (d) disclose or use for the benefit of any Competitive Business the name and/or requirements of any such customer or (e) solicit any of Nabi’s employees to leave the employ of Nabi; provided, that this clause (e) shall not apply to general solicitations through job fairs or advertisements. By way of clarification, a “Competitive Business” is not any business or enterprise in the health care industry; it is only a business or enterprise in the health care industry that is competitive with any business conducted by Nabi during the Employment Period (other than a business that has been discontinued (but not sold or transferred to a third party) by Nabi). Notwithstanding the foregoing, nothing contained in this Section 10(A) shall be deemed to prohibit you from being employed by or providing services to a Competitive Business following a “Change of Control” (as defined in the Change of Control Agreement) and termination of your employment if (i) the nature of such employment or services do not involve or compete with any business engaged in by Nabi immediately prior to the Change of Control or (ii) such employment or services are rendered to the company that was involved in the Change of Control by acquiring stock or assets of Nabi or merging or consolidating with Nabi or any Affiliate (as defined below) of that company. As used in this Agreement, an “Affiliate” of a company means an entity controlled by, controlling or under common control with that company. (B) You have carefully read and considered the provisions of this Section 10 and Section 9 and having done so, agree that the restrictions set forth (including but not limited to the time period of restriction and the world wide areas of restriction) are fair and reasonable (even if termination is at our request and without cause) and are reasonably required for the protection of the interests of Nabi, its officers, directors, and other employees. You acknowledge that upon termination of this Agreement for any reason, it may be necessary for you to relocate to another area, and you agree that this restriction is fair and reasonable and is reasonably required for the protection of the interests of Nabi, their officers, directors, and other employees. (C) In the event that, notwithstanding the foregoing, any of the provisions of this Section 10 or Section 9 shall be held to be registered under invalid or unenforceable, the Securities Exchange Act remaining provisions thereof shall nevertheless continue to be valid and enforceable as though invalid or unenforceable parts had not been included therein. In the event that any provision of 1934this Section 10 relating to time period and/or areas of restriction shall be declared by a court of competent jurisdiction to exceed the maximum time period or areas such court deems reasonable and enforceable, as amendedsaid time period and/or areas of restriction shall be deemed to become, shall not and thereafter be, the maximum time period and/or area which such court deems reasonable and enforceable. (D) With respect to the provisions of this Section 10, you agree that damages, by themselves, are an inadequate remedy at law, that a material breach of the provisions of this Section 10 would cause irreparable injury to the aggrieved party, and that provisions of this Section 10 may be considered participation hereunder)specifically enforced by injunction or similar remedy in any court of competent jurisdiction without affecting any claim for damages.

Non-Competition. (a) Upon any termination of Executive's employment hereunder, other than a termination, (whether voluntary or involuntary) in connection with a Change in Control, as a result of which the Association is paying Executive hereby benefits under Section 6 of this Agreement, Executive agrees that he will not, not to compete with the Association and/or the Company for a period of twelve one (121) months year following such termination within twenty-five (25) miles of any existing branch of the date that his employment by Association or any subsidiary of the Company terminates or within twenty-five (regardless 25) miles of any office for which the Association, the Company or a Association subsidiary of the reason Company has filed an application for regulatory approval to establish an office, determined as of the effective date of such termination) (the date of any such termination of Executive’s employment with the Company is referred , except as agreed to herein as the “Separation Date”): (i) authorize his name to be used by any Business Entity; (ii) solicit for any Business Entity the employment of any individual who is then currently or was, within the six (6) months preceding the Separation Date, an employee of the Company; (iii) induce on behalf of any Business Entity (A) any licensee of a Company product or service; (B) any person or entity for whom the Company provided or was to provide, within six (6) months preceding the Separation Date, maintenance or other services for a fee, pursuant to a formal agreement or otherwise; (C) any person or entity to whom, within six (6) months preceding the Separation Date, the Company had made a presentation or solicitation wholly or partially in writing, or for whom the Company had performed or provided a “savings analysis;” and (D) any joint venturer or subcontractor of the Company (collectively, a “Customer”) to cancel any order previously placed or not place any future orders with the Company; (iv) solicit for any Business Entity from any then-Customer of the Company any business opportunity which is competitive or potentially competitive, to any business related to the logistics execution software and support services to the supply chain marketplace carried on resolution duly adopted by the Company or to the relationship between the Company Board. Executive agrees that during such period and the Customer; (v) render for any Business Entity any servicewithin said area, cities, towns and counties, Executive shall not work for or without any compensationadvise, in connection with the design, development, manufacture, marketing consult or sale of any product reasonably deemed competitive with any service or product then, or within six (6) months preceding the Separation Date, offered by the Company; or (vi) participate inotherwise serve with, directly or indirectly, (whether as advisorany entity whose business materially competes with the depository, principallending or other business activities of the Association and/or the Company. The parties hereto, agentrecognizing that irreparable injury will result to the Association and/or the Company, partnerits business and property in the event of Executive's breach of this Subsection 11(a) agree that in the event of any such breach by Executive, officerthe Association and/or the Company will be entitled, directorin addition to any other remedies and damages available, employee, stockholder, associate or consultant of) any Business Entity (provided that any interest of Executive through investment in up to an aggregate injunction to restrain the violation hereof by Executive, Executive's partners, agents, servants, employers, employees and all persons acting for or with Executive. Executive represents and admits that Executive's experience and capabilities are such that Executive can obtain employment in a business engaged in other lines and/or of two percent a different nature than the Association and/or the Company, and that the enforcement of a remedy by way of injunction will not prevent Executive from earning a livelihood. Nothing herein will be construed as prohibiting the Association and/or the Company from pursuing any other remedies available to the Association and/or the Company for such breach or threatened breach, including the recovery of damages from Executive. (2%b) in Executive recognizes and acknowledges that the knowledge of the business activities and plans for business activities of the Association and affiliates thereof, as it may exist from time to time, is a valuable, special and unique asset of the business of the Association. Executive will not, during or after the term of his employment, disclose any class knowledge of the past, present, planned or considered business activities of the Association or affiliates thereof to any person whose securities are person, firm, corporation, or other entity for any reason or purpose whatsoever (except for such disclosure as may be required to be registered under provided to any federal banking agency with jurisdiction over the Securities Exchange Act Association or Executive). Notwithstanding the foregoing, Executive may disclose any knowledge of 1934banking, financial and/or economic principles, concepts or ideas which are not solely and exclusively derived from the business plans and activities of the Association, and Executive may disclose any information regarding the Association or the Company which is otherwise publicly available. In the event of a breach or threatened breach by the Executive of the provisions of this Section, the Association will be entitled to an injunction restraining Executive from disclosing, in whole or in part, the knowledge of the past, present, planned or considered business activities of the Association or affiliates thereof, or from rendering any services to any person, firm, corporation, other entity to whom such knowledge, in whole or in part, has been disclosed or is threatened to be disclosed. Nothing herein will be construed as amendedprohibiting the Association from pursuing any other remedies available to the Association for such breach or threatened breach, shall not be considered participation hereunder)including the recovery of damages from Executive.

Non-Competition. Executive hereby agrees .1 The Employee acknowledges that as Vice-President of the Company, he will notgain knowledge of, and a close working relationship with the Company's customers, which would injure the Company if made available to a competitor or used for competitive purposes. He further acknowledges that the execution and delivery of this Agreement is a condition of the acquisition of all of the shares and warrants of C-Chip by the Company under the SEAgreement, and that the C-Chip Technology, the goodwill of C-Chip, and the ongoing Intellectual Property, Work Product and goodwill of the Company are important elements of the value of such securities. The Employee is a vendor of securities under the SEAgreement. .2 At any time while the Employee remains in the employ of the Company, and where his employment is terminated, then at any time during a period of twelve (12) months following the date that his employment by of such termination (unless such termination is made without cause and the Company terminates (regardless has failed to pay or make reasonable provisions for the payment of the reason for such termination) (monies contemplated in paragraph 9.2), the date of any such termination of Executive’s employment Employee shall not, unless with the Company is referred to herein prior written consent of the Company, either individually or in partnership or jointly or otherwise in conjunction with any person or persons, and whether as the “Separation Date”):principal, agent, manager shareholder, creditor, officer, director or sales representative for any person, firm, association, organization, syndicate, company or corporation or in any other manner whatsoever: (i) authorize his name to be used by any Business Entity;carry on, or (ii) solicit for advise, assist, lend money to, guarantee the debts or other obligations of or permit his name or any Business Entity part thereof to be used or employed by any person carrying on, any business which is competitive with the employment of any individual who is then currently existing or was, within the six (6) months preceding the Separation Date, an employee proposed business or interests of the Company;. (iii) induce on behalf .3 The Employee acknowledges that, by reason of any Business Entity (A) any licensee of a Company product or service; (B) any person or entity for whom the Company provided or was his employment as Vice-President, he will have access to provideproprietary information relating to strategic planning, within six (6) months preceding the Separation Dateclient lists, maintenance or supplier lists, specialized computer software applications and other services for a fee, pursuant to a formal agreement or otherwise; (C) any person or entity to whom, within six (6) months preceding the Separation Date, the Company had made a presentation or solicitation wholly or partially in writing, or for whom the Company had performed or provided a “savings analysis;” and (D) any joint venturer or subcontractor of the Company (collectively, a “Customer”) to cancel any order previously placed or not place any future orders with the Company; (iv) solicit for any Business Entity from any then-Customer of the Company any business opportunity which is competitive or potentially competitive, to any business related to the logistics execution software and support services to the supply chain marketplace carried on by the Company or to the relationship between the Company and the Customer; (v) render for any Business Entity any service, for or without any compensation, in connection with the design, development, manufacture, marketing or sale of any product reasonably deemed competitive with any service or product then, or within six (6) months preceding the Separation Date, offered important proprietary information acquired by the Company; or (vi) participate in, directly or indirectly, (whether as advisor, principal, agent, partner, officer, director, employee, stockholder, associate or consultant of) any Business Entity (provided and for this reason acknowledges and agrees that any interest the terms of Executive through investment in up to an aggregate of two percent (2%) in any class of any person whose securities this paragraph 10 are required to be registered under the Securities Exchange Act of 1934, as amended, shall not be considered participation hereunder)fair and reasonable.

Non-Competition. Executive (a) In order to protect the good will of the Corporation and in order to protect the trade secrets of the Corporation referred to in Section (7) of this Employment Agreement, the Employee hereby agrees that he will notduring the term of employment of the Employee under this Employment Agreement, and during a period of one (1) year after termination of employment of the Employee under this Employment Agreement without regard to the cause of termination of employment and whether or not such termination of employment was caused by the Employee or by the Corporation, (i) the Employee shall not engage, either directly or indirectly, in any manner or capacity, in any business or activity which is competitive with any business or activity conducted by the Corporation; (ii) the Employee shall not work for or employ, directly or indirectly, or cause to be employed by another, any person who was an employee officer or agent of the Corporation or of any of its subsidiaries at any time during a period of twelve (12) months following prior to the date that his employment by the Company terminates (regardless of the reason for such termination) (the date of any such termination of Executive’s employment with the Company is referred to herein as the “Separation Date”): (i) authorize his name to be used by any Business Entity; (ii) solicit for any Business Entity the employment of the Employee under this Employment Agreement nor shall the Employee form any individual who partnership with, or establish any business venture in cooperation with, any such person which is then currently competitive with any business or was, within the six (6) months preceding the Separation Date, an employee activity of the Company; Corporation; (iii) induce on behalf the Employee shall not give sell or lease any goods or services competitive with the goods or services of the Corporation or its subsidiaries to any Business Entity (A) any licensee of a Company product or service; (B) any person or entity for whom the Company provided or was to provideperson, within six (6) months preceding the Separation Datepartnership, maintenance corporation or other entity who purchased goods or services for a fee, pursuant to a formal agreement from the Corporation or otherwise; its subsidiaries within one (C1) any person or entity to whom, within six (6) months preceding year before the Separation Date, the Company had made a presentation or solicitation wholly or partially in writing, or for whom the Company had performed or provided a “savings analysis;” and (D) any joint venturer or subcontractor termination of the Company (collectively, a “Customer”) to cancel any order previously placed or not place any future orders with employment of the Company; Employee under this Employment Agreement; (iv) solicit for the Employee shall not have any Business Entity from financial interest, or participate as a director, officer, stockholder, partner, employee, consultant or otherwise, in any then-Customer of the Company any business opportunity corporation partnership or other entity which is competitive or potentially competitive, to with any business related to the logistics execution software and support services to the supply chain marketplace carried on or activity conducted by the Company or to the relationship between the Company Corporation. (b) The Corporation and the Customer;Employee agree that the services of the Employee are of a personal, special, unique and extraordinary character, and cannot be replaced by the Corporation without great difficulty, and that the violation by the Employee of any of his agreements under this Section (10) would damage the goodwill of the Corporation and cause the Corporation irreparable harm which could not reasonably or adequately be compensated in damages in an action at law, and that the agreements of the Employee under this Section (10) may be enforced by the Corporation in equity by an injunction or restraining order in addition to being enforced by the Corporation at law. (vc) render for In the event that this Section (10) shall be determined by any Business Entity any service, for or without any compensation, in connection with the design, development, manufacture, marketing or sale court of any product reasonably deemed competitive with any service or product then, or within six (6) months preceding the Separation Date, offered by the Company; or (vi) participate in, directly or indirectly, (whether as advisor, principal, agent, partner, officer, director, employee, stockholder, associate or consultant of) any Business Entity (provided that any interest of Executive through investment in up to an aggregate of two percent (2%) in any class of any person whose securities are required competent jurisdiction to be registered under unenforceable by reason of its extending for too long a period of time or over too great a range of activities, it shall be interpreted to extend only over the Securities Exchange Act maximum period of 1934, time or range of activities as amended, shall not to which it may be considered participation hereunder)enforceable.

Non-Competition. The Executive acknowledges and recognizes the highly competitive nature of the businesses of the Corporation, the amount of sensitive and confidential information involved in the discharge of the Executive’s position with the Corporation, and the harm to the Corporation that would result if such knowledge or expertise was disclosed or made available to a competitor. Based on that understanding, the Executive hereby expressly agrees as follows: (a) As a result of the particular nature of the Executive’s relationship with the Corporation, in the capacities identified earlier in this Agreement, for the Term of Employment and for a period of two (2) years after termination for Cause, the Executive hereby agrees that he will not, directly or indirectly, (i) engage in any business for a period of twelve (12) months following the date Executive’s own account or otherwise derive any personal benefit from any business that his employment by competes with the Company terminates (regardless business of the reason for such termination) Corporation or any of its affiliates (the date of any such termination of Executive’s employment with the Company is Corporation and its affiliates are referred to herein to, collectively, as the “Separation DateCompany Group”): (i) authorize his name to be used by any Business Entity; ), (ii) solicit for enter the employ of, or render any Business Entity services to, any person engaged in any business that competes with the employment business of any individual who is then currently or was, entity within the six (6) months preceding the Separation DateCompany Group, an employee of the Company; (iii) induce on behalf acquire a financial interest in any person engaged in any business that competes with the business of any Business Entity (A) any licensee of a Company product or service; (B) any person or entity for whom within the Company provided or was to provide, within six (6) months preceding the Separation Date, maintenance or other services for a fee, pursuant to a formal agreement or otherwise; (C) any person or entity to whom, within six (6) months preceding the Separation Date, the Company had made a presentation or solicitation wholly or partially in writing, or for whom the Company had performed or provided a “savings analysis;” and (D) any joint venturer or subcontractor of the Company (collectively, a “Customer”) to cancel any order previously placed or not place any future orders with the Company; (iv) solicit for any Business Entity from any then-Customer of the Company any business opportunity which is competitive or potentially competitive, to any business related to the logistics execution software and support services to the supply chain marketplace carried on by the Company or to the relationship between the Company and the Customer; (v) render for any Business Entity any service, for or without any compensation, in connection with the design, development, manufacture, marketing or sale of any product reasonably deemed competitive with any service or product then, or within six (6) months preceding the Separation Date, offered by the Company; or (vi) participate inGroup, directly or indirectly, (whether as advisoran individual, partner, member, shareholder, officer, director, principal, agent, partnertrustee or consultant, officeror (iv) interfere with business relationships (whether formed before or after the Effective Date) between the Corporation, directorany of its respective affiliates or subsidiaries, employeeand any customers, stockholdersuppliers, associate officers, employees, partners, members or consultant investors of any entity within the Company Group. For purposes of this Agreement, businesses in competition with the Company Group shall include, without limitation, businesses which any entity within the Company Group may conduct operations, and any businesses which any entity within the Company Group has specific plans to conduct operations in the future and as to which the Executive is aware of such planning, whether or not such businesses have or have not as of that date commenced operations. (b) Notwithstanding anything to the contrary in this Agreement, the Executive may, directly or indirectly, own, solely as an investment, securities of any Person, other than a business that competes with the business of the Company Group, which are publicly traded on a national or regional stock exchange or on the over-the-counter market if the Executive (i) is not a controlling Person of, or a member of a group that controls, such Person, and (ii) any Business Entity (provided that any interest of Executive through investment in up to an aggregate of two does not, directly or indirectly, beneficially own one percent (21%) in or more of any class of securities of such Person. Executive may indirectly, through a mutual or exchange traded fund, own, solely as an investment, securities of a business that competes with the business of the Company Group, which are publicly traded on a national or regional stock exchange or on the over-the-counter market if the Executive (i) is not a controlling Person of, or a member of a group that controls, such Person, and (ii) does not, directly or indirectly, beneficially own one percent (1%) or more of any person whose class of securities are required of such business. For purposes of this Section 6(b), “Person” shall have the meaning ascribed to be registered under such terms in Section 3(a)(9) of the Securities Exchange Act of 1934and used in Sections 13(d) and 14(d) thereof, including a “group” as amended, shall not be considered participation hereunder)described in Section 13(d) thereof.

Non-Competition. Executive hereby agrees that he will notDuring the term of this Agreement and while Employee receives Severance Pay, or if longer, for a period of twelve (12) 12 months following termination; Employee shall not, directly or indirectly: (a) Engage, and shall have no investment, involvement or other connection whatsoever, direct or indirect, with any corporation, partnership, proprietorship, individual or other business entity that is engaged, in whole or in part, in any line of business that is the date same as, similar to or directly or indirectly in competition with the business of Employer, or its successors and assigns, as it is now, or as it may during Employee's employment be, conducted east of the Mississippi River ("Competing Entity"); provided that his employment by this provision shall not restrict the Company terminates (right of Employee to own less than one percent of the outstanding shares of capital stock in any company listed on a national or regional stock exchange, or whose stock is quoted on a NASDAQ market, regardless of the reason for such termination) (nature of the date of any such termination of Executive’s employment with the Company is referred to herein as the “Separation Date”):business. 3 (ib) authorize his name Be or become a shareholder, partner or other investor, or an officer, employee, consultant, adviser or director or an agent (whether independent or otherwise) for any Competing Entity; provided that this provision shall not, however, restrict the right of Employee to be used by own less than one percent of the outstanding shares of capital stock in any Business Entity;company listed on a national or regional stock exchange, or whose stock is quoted on a NASDAQ market, regardless of the nature of the business. (iic) solicit Solicit, either for any Business Entity the employment of any individual who is then currently himself or was, within the six (6) months preceding the Separation Date, an employee of the Company; (iii) induce on behalf of any Business Entity (A) Competing Entity, any licensee "active customer of Employer" where an "active customer of Employer" is a Company product or service; (B) any person or entity for whom who or which is or has been a customer of Employer at any time during the Company provided term of Employee's employment or was during the two years preceding Employee's termination of employment. (d) Induce or attempt to provideinfluence any employee of Employer to terminate employment, within six (6) months preceding except in her capacity as an officer of Employer. Employee acknowledges that Employer has previously conducted its business east of the Separation DateMississippi River, maintenance or other services for a fee, and that the restrictive covenants assumed by Employee pursuant to a formal agreement or otherwise; (C) any person or entity to whom, within six (6) months preceding the Separation Date, the Company had made a presentation or solicitation wholly or partially in writing, or for whom the Company had performed or provided a “savings analysis;” and (D) any joint venturer or subcontractor of the Company (collectively, a “Customer”) to cancel any order previously placed or not place any future orders with the Company; (iv) solicit for any Business Entity from any then-Customer of the Company any business opportunity which is competitive or potentially competitive, to any business related this Agreement are essential to the logistics execution software business of Employer and support services to the supply chain marketplace carried on by the Company or to the relationship between the Company and the Customer; (v) render for any Business Entity any service, for or without any compensation, in connection with the design, development, manufacture, marketing or sale of any product reasonably deemed competitive with any service or product then, or within six (6) months preceding the Separation Date, offered by the Company; or (vi) participate in, directly or indirectly, (whether as advisor, principal, agent, partner, officer, director, employee, stockholder, associate or consultant of) any Business Entity (provided that any interest of Executive through investment in up to an aggregate of two percent (2%) in any class of any person whose securities are required to be registered under the Securities Exchange Act of 1934, as amended, shall not be considered participation hereunder)its goodwill.

Non-Competition. Executive hereby agrees that he will not, for a period of twelve (12a) months following the date that his employment by the Company terminates (regardless In consideration of the reason for such termination) (compensation and other benefits to be paid to the Executive during the term of and in connection with this Agreement, the Executive agrees that, beginning on the date of any such termination of Executive’s employment with this Agreement and continuing until the Company is referred to herein as the “Separation Date”): Covenant Expiration Date (i) authorize his name to be used by any Business Entity; (ii) solicit for any Business Entity the employment of any individual who is then currently or wasdefined below), within the six (6) months preceding the Separation Date, an employee of the Company; (iii) induce on behalf of any Business Entity (A) any licensee of a Company product or service; (B) any person or entity for whom the Company provided or was to provide, within six (6) months preceding the Separation Date, maintenance or other services for a fee, pursuant to a formal agreement or otherwise; (C) any person or entity to whom, within six (6) months preceding the Separation Date, the Company had made a presentation or solicitation wholly or partially in writing, or for whom the Company had performed or provided a “savings analysis;” and (D) any joint venturer or subcontractor of the Company (collectively, a “Customer”) to cancel any order previously placed or he will not place any future orders with the Company; (iv) solicit for any Business Entity from any then-Customer of the Company any business opportunity which is competitive or potentially competitive, to any business related to the logistics execution software and support services to the supply chain marketplace carried on by the Company or to the relationship between the Company and the Customer; (v) render for any Business Entity any service, for or without any compensation, in connection with the design, development, manufacture, marketing or sale of any product reasonably deemed competitive with any service or product then, or within six (6) months preceding the Separation Date, offered by the Company; or (vi) participate in, directly or indirectly, (whether for his own account or as advisor, principal, agent, partneremployee, officer, director, employeetrustee, consultant, partner, stockholder, associate member of any firm or consultant ofequity owner of any corporation or any other entity, (i) any Business Entity (provided that any interest of Executive through investment in up to an aggregate of two percent (2%) own or participate in any such entity that, in the Restricted Territory, is in the business conducted by the Corporation or any other business activity that is directly or indirectly competitive with the business conducted by the Corporation or any Affiliate at the Reference Date (except that he may own directly or indirectly interests constituting less than 5% of any class of interests of any entity that is in such competition with the Corporation or any Affiliate), (ii) otherwise engage or attempt to engage, in the Restricted Territory, in the business conducted by the Corporation or any other business activity that is directly or indirectly competitive with the business conducted by any Affiliate at the Reference Date, (iii) employ or solicit the employment of any person who is employed by the Corporation or any Affiliate at the Reference Date or at any time during the 6 month period preceding the Reference Date, except that the Executive may employ or solicit the employment of any person whose securities are employment with the Corporation, or any Affiliate has terminated for any reason (without any interference from the Executive) and who has not been employed by the Corporation or any Affiliate for at least 6 months, (iv) canvass or solicit business in competition with any business conducted by the Corporation or any Affiliate at the Reference Date from any person or entity who during the 6 month period preceding the Reference Date has been a customer of the Corporation or any Affiliate, or (v) willfully dissuade or discourage any person or entity from using, employing or conducting business with the Corporation or any Affiliate. However, in the case of the Executive's termination of employment by the Corporation without Cause or by the Executive for Good Reason, (i) and (ii) will not apply after the Termination Date; and in the case of the Executive's termination of employment by the Corporation with Cause, the Board, in its deliberations at the meeting required to be registered called under Section 1(c), will determine whether or not (i) and (ii) will apply, taking into account the Securities Exchange Act circumstances of 1934, as amended, shall not be considered participation hereunder)the Cause.

Non-Competition. Executive hereby (a) Employer and Employee recognize that Employee has been retained to occupy a position of trust that constitutes part of the professional, management and executive staff of Employer. Employee, for and in consideration of the payments, rights and benefits provided herein, agrees that so long as he will notis employed by Employer and, if Employer terminates Employee's employment for Cause or if Employee terminates his employment with Employer for any reason other than pursuant to an Involuntary Termination, for a period of twelve (12) months following the date that his employment by the Company terminates (regardless of the reason for such termination) (the date of any such termination of Executive’s employment with the Company is referred to herein as the “Separation Date”): one year thereafter, Employee shall not (i) authorize his name to be used by any Business Entity; work or act as an officer or director of or compensated consultant to, (ii) solicit for any Business Entity the employment of any individual who is then currently or wasassist, within the six (6) months preceding the Separation Date, an employee of the Company; (iii) induce on behalf of own, directly or through any Business Entity (A) any licensee of Affiliate or joint venture, a Company product 10% or service; (B) any person or entity for whom the Company provided or was to provide, within six (6) months preceding the Separation Date, maintenance or other services for a fee, pursuant to a formal agreement or otherwise; (C) any person or entity to whom, within six (6) months preceding the Separation Date, the Company had made a presentation or solicitation wholly or partially in writinggreater interest in, or for whom the Company had performed or provided a “savings analysis;” and (D) any joint venturer or subcontractor of the Company (collectively, a “Customer”) to cancel any order previously placed or not place any future orders with the Company; (iv) solicit for any Business Entity from any then-Customer make a financial investment (other than a passive, economic investment), whether in the form of the Company equity or debt, in any business opportunity that is directly competitive with the Business in the United States, Latin America or in any other market in which Employer is competitive or potentially competitive, to any business related to conducting the logistics execution software and support services to Business at the supply chain marketplace carried on by the Company or to the relationship between the Company and the Customer;time Employee's employment with Employer is terminated. (vb) render for any Business Entity any serviceNotwithstanding the foregoing, for or without any compensation, in connection with the design, development, manufacture, marketing or sale of any product reasonably deemed competitive with any service or product then, or within six (6) months preceding the Separation Date, offered by the Company; or (vi) participate in, directly or indirectly, (whether as advisor, principal, agent, partner, officer, director, employee, stockholder, associate or consultant of) any Business Entity (provided that any interest of Executive through investment in up to an aggregate of two nothing herein shall prohibit Employee from holding ten percent (210 %) in or less of any class of voting securities of any person entity whose equity securities are required listed on a national securities exchange or regularly traded in the over-the-counter market and for which quotations are readily available on the National Association of Securities Dealers Automated Quotation system. (c) If Employer terminates Employee's employment for Cause or if Employee terminates his employment with Employer for any reason other than pursuant to be registered under an Involuntary Termination, for a period of one year thereafter, Employee shall promptly notify Employer of each employment or agency relationship entered into by Employee, and each corporation, proprietorship or other entity formed or used by Employee, the Securities Exchange Act business of 1934, as amended, which is directly competitive with the Business. The provisions of this Section 3.3 shall not be considered participation hereunder)survive termination of this Agreement for any reason.

Non-Competition. Executive hereby agrees that he will notDuring the term of this Agreement, and for a period of twelve (12) months one year following the date that his employment by the Company terminates (regardless of the reason for such termination) (the date of any such termination of Executive’s employment with this Agreement (except as provided below), the Company is referred to herein as Executive Chairman will not, without the “Separation Date”): (i) authorize his name to be used by any Business Entity; (ii) solicit for any Business Entity the employment of any individual who is then currently or was, within the six (6) months preceding the Separation Date, an employee prior written consent of the Company; (iii) induce on behalf of any Business Entity (A) any licensee of a Company product or service; (B) any person or entity for whom the Company provided or was to provide, within six (6) months preceding the Separation Date, maintenance or other services for a fee, pursuant to a formal agreement or otherwise; (C) any person or entity to whom, within six (6) months preceding the Separation Date, the Company had made a presentation or solicitation wholly or partially in writing, or for whom the Company had performed or provided a “savings analysis;” and (D) any joint venturer or subcontractor of the Company (collectively, a “Customer”) to cancel any order previously placed or not place any future orders with which may be withheld at the Company; (iv) solicit for any Business Entity from any then-Customer of the Company any business opportunity which is competitive or potentially competitive, to any business related to the logistics execution software and support services to the supply chain marketplace carried on by the Company or to the relationship between the Company and the Customer; (v) render for any Business Entity any service, for or without any compensation, in connection with the design, development, manufacture, marketing or sale of any product reasonably deemed competitive with any service or product then, or within six (6) months preceding the Separation Date, offered by the Company; or (vi) participate in’s sole discretion, directly or indirectly, for the Executive Chairman’s own benefit or for the benefit of any other individual or entity other than the Company: (i) operate, conduct, or engage in, or prepare to operate, conduct, or engage in any business or part thereof that develops, manufactures, markets, licenses, sells or provides any product or service that competes with any product or service developed, manufactured, marketed, licensed, sold or provided, or planned to be developed, manufactured, marketed, licensed, sold or provided, by the Company, in each case at any time during the period the Executive Chairman is the Executive Chairman of the Board (the “Business”); (ii) own, finance, or invest in (except as the holder of not more than one percent of the outstanding stock of a publicly-held company) any Business, or (iii) participate in, render services to, or assist any person or entity that engages in or is preparing to engage in the Business in any capacity (whether as advisoran employee, principalconsultant, agentcontractor, partner, officer, director, employee, stockholder, associate or consultant ofotherwise) (x) which involves the same or similar types of services the Executive Chairman performed for the Company at any Business Entity time during the Executive Chairman’s engagement with the Company or (provided that any interest of Executive through investment in up to an aggregate of two percent (2%y) in any class of any person whose securities which the Executive Chairman could reasonably be expected to use or disclose Confidential Information. Notwithstanding anything to the contrary contained in this Agreement, the Current Affiliates (as defined in Exhibit B, attached hereto and incorporated by reference), individually and collectively, are required deemed not to be registered under the Securities Exchange Act of 1934, as amended, a Business and this Section 7.2 shall not be considered participation hereunder)apply to the Executive Chairman with respect to any interest, position, employment, affiliation or relationship the Executive Chairman has or may have in or with any of the Current Affiliates and the Executive Chairman may maintain interests in and continue affiliations and relationships with the Current Affiliates. In addition, but without limiting the generality of the foregoing, except for the Executive Chairman’s current or future interest in or position, employment, affiliation or relationship with Thrive Sciences, Inc. or other Current Affiliates and except as otherwise agreed to in writing by the Company, the Executive Chairman covenants and agrees during the term of this Agreement not to enter into any consulting or employment relationship in the field of NGS assays and in vitro diagnostics with any third party commercial entity.

Non-Competition. Executive (a) Employee hereby agrees that he for the duration of Employee's employment with the Company, Employee will not, for a period of twelve (12) months following without the date that his employment by the Company terminates (regardless of the reason for such termination) (the date of any such termination of Executive’s employment with the Company is referred to herein as the “Separation Date”): (i) authorize his name to be used by any Business Entity; (ii) solicit for any Business Entity the employment of any individual who is then currently or was, within the six (6) months preceding the Separation Date, an employee consent of the Company; (iii) induce on behalf of any Business Entity (A) any licensee of a Company product or service; (B) any person or entity for whom the Company provided or was to provide, within six (6) months preceding the Separation Date, maintenance or other services for a fee, pursuant to a formal agreement or otherwise; (C) any person or entity to whom, within six (6) months preceding the Separation Date, the Company had made a presentation or solicitation wholly or partially in writing, or for whom the Company had performed or provided a “savings analysis;” and (D) any joint venturer or subcontractor of the Company (collectively, a “Customer”) to cancel any order previously placed or not place any future orders with the Company; (iv) solicit for any Business Entity from any then-Customer of the Company any business opportunity which is competitive or potentially competitive, to any business related to the logistics execution software and support services to the supply chain marketplace carried on by the Company or to the relationship between the Company and the Customer; (v) render for any Business Entity any service, for or without any compensation, in connection with the design, development, manufacture, marketing or sale of any product reasonably deemed competitive with any service or product then, or within six (6) months preceding the Separation Date, offered by the Company; or (vi) participate in, directly or indirectly, (whether as advisorengage or invest in, principalown, agentmanage, partneroperate, officerfinance, directorcontrol or participate in the ownership, employeemanagement, stockholderoperation, associate financing or consultant control of) , be employed by, associated with, or in any Business Entity (provided manner connected with, lend Employee's name to, lend Employee's credit to or render services or advice to, any business whose products or activities compete in whole or in part with the former, current or currently contemplated products or activities of the Company or any of its subsidiaries, in any country in which the Company or any of its subsidiaries conducts business; PROVIDED, HOWEVER, that any interest of Executive through investment in Employee may purchase or otherwise acquire up to an aggregate (but not more than) one percent of two percent (2%) in any class of securities of any person whose enterprise (but without otherwise participating in the activities of such enterprise) if such securities are required to be listed on any national or regional securities exchange or have been registered under Section 12(g) of the Securities Exchange Act of 1934, as amended. Employee agrees that this covenant is reasonable with respect to its duration, shall geographical area, and scope. (b) Employee hereby agrees that for a period of two (2) years following the termination of Employee's employment with the Company, Employee will not, directly or indirectly, engage or invest in, own, manage, operate, finance, control or participate in the ownership, management, operation, financing, or control of, be employed by, associated with, or in any manner connected with, lend Employee's name to, lend Employee's credit to or render services or advice to, any business whose products or activities compete in whole or in part with the former, current or currently contemplated products or activities of the Company or any of its subsidiaries, in any state of the United States or in any other country in which the Company or any of its subsidiaries sells products or conducts business; PROVIDED, HOWEVER, that Employee may purchase or otherwise acquire up to (but not more than) one percent of any class of securities of any enterprise (but without otherwise participating in the activities of such enterprise) if such securities are listed on any national or regional securities exchange or have been registered under Section 12(g) of the Securities Exchange Act of 1934, as amended. Employee agrees that this covenant is reasonable with respect to its duration, geographical area, and scope. (c) In the event of a breach by Employee of any covenant set forth in this Section 15, the term of such covenant will be considered participation hereunder)extended by the period of the duration of such breach. (d) For a period of two (2) years following the termination of Employee's employment with the Company, Employee will, within ten days after accepting any employment, advise the Company of the identity of any employer of Employee. The Company may serve notice upon each such employer that Employee is bound by this Agreement and furnish each such employer with a copy of this Agreement or relevant portions hereof.

Non-Competition. Executive hereby agrees Employee acknowledges that, in the course of his responsibilities hereunder, Employee will form relationships and become acquainted with certain confidential and proprietary information as further described in paragraph 7(h). Employee further acknowledges that he such relationships and information are and will notremain valuable to the Employer and Sundance and that the restrictions on future employment, if any, are reasonably necessary in order for a period Employer to remain competitive. In recognition of twelve (12) months following their heightened need for protection from abuse of relationships formed or infonnation garnered before and during the date that his employment by the Company terminates (regardless Services Term of the reason Employee’s employment hereunder, Employee covenants and agrees for such terminationthe six (6) (the date of any such month period immediately following termination of Executive’s employment for any reason (t he “Restrictive Period”), Employee will not be involved in any way (whether directly or indirectly, or solely or jointly with the Company is referred to herein or as the “Separation Date”):a partner, joint venturer. associate, ad visor, consultant, manager. employee, independent contractor, agent, principal, director or officer of a body corporate, shareholder, unit holder, trustee, beneficiary or in any other capacity) in: (i) authorize his name competing for the acquisition of any project or business, the acquisition of which is known by Employee to be used under active consideration by any Business EntityEmployer; (ii) solicit for diverting or attempting to divert any Business Entity the employment of any individual who is then currently or was, within the six (6) months preceding the Separation Date, an employee of the Companybusiness opportunity from Employer; (iii) induce on behalf of any Business Entity (A) any licensee of a Company product causing or service; (B) attempting to cause any person or entity for whom the Company provided who is or was to provide, a customer of Employer and with whom Employee has had dealings within six (6) the last 12 months preceding the Separation Date, maintenance or other services for a fee, pursuant to a formal agreement or otherwise; (C) any person or entity to whom, within six (6) months preceding the Separation Date, the Company had made a presentation or solicitation wholly or partially in writing, or for whom the Company had performed or provided a “savings analysis;” and (D) any joint venturer or subcontractor of the Company (collectivelytermination of Employee’s employment, a “Customer”) not to cancel any order previously placed or not place any future orders do business with the CompanyEmployer; (iv) solicit for canvassing, inducing or soliciting any Business Entity from any then-Customer employee or agent of Employer to leave the Company any business opportunity which is competitive employment or potentially competitive, to any business related to the logistics execution software and support services to the supply chain marketplace carried on by the Company or to the relationship between the Company and the Customeragency of Employer; (v) render for canvassing, soliciting, approaching or accepting any Business Entity solicited or unsolicited approach from any service, for person who is or without was a customer of the business of Employer at any compensation, in connection time during the term of this Agreement with a view to securing the design, development, manufacture, marketing or sale business of any product reasonably deemed competitive with any service or product then, or within six (6) months preceding the Separation Date, offered by the Companythat customer; or (vi) participate in, directly using or indirectly, (whether as advisor, principal, agent, partner, officer, director, employee, stockholder, associate disclosing to the detriment or consultant of) any Business Entity (provided that any interest possible detriment of Executive through investment in up Employer information concerning the business of Employer’s customers or suppliers or divulging to an aggregate of two percent (2%) in any class of any person whose securities are required to be registered under any information concerning the Securities Exchange Act business of 1934, as amended, shall not be considered participation hereunder)Employer or its dealings. transactions or affairs.

Non-Competition. Executive hereby agrees that he will not, for himself, on behalf of, or in conjunction with any person, firm, corporation or entity, either as principal, employee, shareholder, member, director, partner, consultant, owner or part owner of any corporation, partnership or any other type of business entity, directly or indirectly, own, manage, operate, control, be employed by, participate in, or be connected in any manner with the ownership, management, operation, or control of any business similar to or competitive with the business presently conducted by the Company of delivering turnkey solutions to spine surgeons and orthopedic surgeons for necessary and appropriate treatment for musculo-skeletal spine injuries, anywhere in the United States for a period of twelve one years (12the “Non-Compete Period”) months following from the date that his employment by termination of this Agreement. However, in the Company terminates (regardless event of the reason for such termination) (the date of any such termination of Executive’s 's employment pursuant to Section 7(d) or 7(f), the Non-Compete Period shall be six months. Executive agrees not to hire, solicit or attempt to solicit for employment by Executive or any company to which he may be involved, either directly or indirectly, any party who is an employee or independent contractor of the Company or any entity which is affiliated with the Company, or any person who was an employee or independent contractor of the Company or any entity which is affiliated with the Company is referred to herein as during the “Separation Date”):Non-Compete Period. Executive acknowledges that he has carefully read and considered all provisions of this Agreement and agrees that: (i) authorize his name Due to be used by any Business Entity; (ii) solicit for any Business Entity the employment nature of any individual who the Company's business, the foregoing covenants place no greater restraint upon Executive than is then currently or was, within reasonably necessary to protect the six (6) months preceding the Separation Date, an employee business and goodwill of the Company; (iiiii) induce on behalf of any Business Entity (A) any licensee of a Company product or service; (B) any person or entity for whom These covenants protect the Company provided or was to provide, within six (6) months preceding the Separation Date, maintenance or other services for a fee, pursuant to a formal agreement or otherwise; (C) any person or entity to whom, within six (6) months preceding the Separation Date, the Company had made a presentation or solicitation wholly or partially in writing, or for whom the Company had performed or provided a “savings analysis;” and (D) any joint venturer or subcontractor legitimate interests of the Company and do not serve solely to limit the Company's future competition; (collectively, a “Customer”iii) This Agreement is not an invalid or unreasonable restraint of trade; (iv) A breach of these covenants by Executive would cause irreparable damage to cancel any order previously placed or not place any future orders with the Company; (ivv) solicit for any Business Entity from any then-Customer of These covenants are reasonable in scope and are reasonably necessary to protect the Company's business and goodwill which the Company any business opportunity which is competitive or potentially competitive, to any business related to the logistics execution software has established through its own expense and support services to the supply chain marketplace carried on by the Company or to the relationship between the Company and the Customer; (v) render for any Business Entity any service, for or without any compensation, in connection with the design, development, manufacture, marketing or sale of any product reasonably deemed competitive with any service or product then, or within six (6) months preceding the Separation Date, offered by the Companyeffort; orand (vi) participate in, directly or indirectly, (whether The signing of this Agreement is necessary as advisor, principal, agent, partner, officer, director, employee, stockholder, associate or consultant of) any Business Entity (provided that any interest part of Executive through investment the consummation of the transactions described in up to an aggregate of two percent (2%) in any class of any person whose securities are required to be registered under the Securities Exchange Act of 1934, as amended, shall not be considered participation hereunder)preamble.

Non-Competition. Executive hereby agrees (a) In consideration of the benefits to be provided to Employee hereunder, Employee covenants that he will not, for a without the prior written consent of the Company, during the Employment Period and the period of twelve one (121) months year immediately following the date that his termination of employment by the Company terminates (regardless of the for any reason for such terminationother than pursuant to Sections 6(a), 6(e) and 6(f) (the date of any such termination of Executive’s employment with the Company is referred to herein as the “Separation Date”): (i) authorize his name to be used by any Business Entity; (ii) solicit for any Business Entity the employment of any individual who is then currently or was, within the six (6) months preceding the Separation Date, an employee of the Company; (iii) induce on behalf of any Business Entity (A) any licensee of a Company product or service; (B) any person or entity for whom the Company provided or was to provide, within six (6) months preceding the Separation Date, maintenance or other services for a fee, pursuant to a formal agreement or otherwise; (C) any person or entity to whom, within six (6) months preceding the Separation Date, the Company had made a presentation or solicitation wholly or partially in writing, or for whom the Company had performed or provided a “savings analysis;” and (D) any joint venturer or subcontractor of the Company (collectively, a “CustomerRestriction Period”) to cancel any order previously placed or not place any future orders with the Company; (iv) solicit for any Business Entity from any then-Customer of the Company any business opportunity which is competitive or potentially competitive, to any business related to the logistics execution software and support services to the supply chain marketplace carried on by the Company or to the relationship between the Company and the Customer; (v) render for any Business Entity any service, for or without any compensationengage, in connection with the designWashington, developmentD.C. metropolitan area, manufacture, marketing or sale of in any product reasonably deemed competitive with any service or product then, or within six (6) months preceding the Separation Date, offered by the Company; or (vi) participate inway, directly or indirectly, in the financing, acquisition, operation, development, management, leasing or disposition of any commercial office real estate property or any improvements thereof on behalf of any public or non-public company, other than the activities set forth in Attachment A hereto (whether as advisorthe “Excluded Activities”). (b) Employee hereby covenants and agrees that, principalat all times during the Restriction Period, agentEmployee shall not pursue or attempt to develop or to direct to any other entity any project which the Company is or was pursuing, partnerdeveloping or attempting to develop during the period of his employment or interfere or otherwise compete (other than in connection with the Excluded Activities or performing services for the Company or its Affiliates with regard to other properties managed by the Company or its Affiliates with the consent of the Company) with any active lease negotiations of the Company which the Employee is or was actively involved in conducting or strategizing on behalf of the Company or its Affiliates. (c) Employee hereby covenants and agrees that, officerat all times during the Restriction Period, directorEmployee shall not (i) assist any other person or firm in counseling, employeeadvising, stockholderencouraging or soliciting any person that within one (1) year immediately prior to the end of the Employment Period was, associate a tenant of the Company or consultant ofits Affiliates (a “Tenant”) to terminate its lease with the Company or its Affiliates, (ii) contact any Business Entity Tenant or induce or attempt to induce or otherwise counsel, advise, encourage or solicit any Tenant to terminate its lease with the Company or its Affiliates, or (provided iii) employ or seek to employ any person employed within one (1) year immediately prior to the end of the Employment Period by the Company or any of its Affiliates, or otherwise encourage or entice such person or entity to leave such employment. (d) Employee acknowledges that the restrictions, prohibitions and other provisions of this Section 10 are reasonable, fair and equitable in scope, terms and duration, are necessary to protect the legitimate business interests of the Company and are a material inducement to the Company to enter into this Agreement. It is the intention of the parties hereto that the restrictions contained in this paragraph be enforceable to the fullest extent permitted by applicable law. Therefore, to the extent any court of competent jurisdiction shall determine that any interest portion of Executive through investment in up to an aggregate of two percent (2%) in any class of any person whose securities are required to be registered under the Securities Exchange Act of 1934foregoing restrictions is excessive, as amended, such provision shall not be considered participation hereunder)entirely void, but rather shall be limited or revised only to the extent necessary to make it enforceable.

Non-Competition. Executive hereby agrees that he will not, for a period of twelve (12a) months following the date that his employment by the Company terminates (regardless of the reason for such termination) (the date of Upon any such termination of Executive’s employment hereunder, other than a termination (whether voluntary or involuntary) in connection with a Change in Control, as a result of which the Company and/or the Bank is paying Executive the benefits entitled to Executive under Section 6 of this Agreement, Executive agrees not to compete with the Bank and/or the Company is referred for a period of one (1) year following such termination in any city, town or county in which the Bank and/or the Company has an office or has filed an application for regulatory approval to herein establish an office, determined as the “Separation Date”): (i) authorize his name to be used by any Business Entity; (ii) solicit for any Business Entity the employment of any individual who is then currently or was, within the six (6) months preceding the Separation Date, an employee of the Company; (iii) induce on behalf effective date of any Business Entity (A) any licensee of a Company product or service; (B) any person or entity for whom the Company provided or was such termination, except as agreed to provide, within six (6) months preceding the Separation Date, maintenance or other services for a fee, pursuant to a formal agreement or otherwise; (C) any person or entity to whom, within six (6) months preceding the Separation Date, the Company had made a presentation or solicitation wholly or partially in writing, or for whom the Company had performed or provided a “savings analysis;” and (D) any joint venturer or subcontractor of the Company (collectively, a “Customer”) to cancel any order previously placed or not place any future orders with the Company; (iv) solicit for any Business Entity from any then-Customer of the Company any business opportunity which is competitive or potentially competitive, to any business related to the logistics execution software and support services to the supply chain marketplace carried on resolution duly adopted by the Company or to the relationship between the Company Board. Executive agrees that during such period and the Customer; (v) render for any Business Entity any servicewithin said area, cities, towns and counties, Executive shall not work for or without any compensationadvise, in connection with the design, development, manufacture, marketing consult or sale of any product reasonably deemed competitive with any service or product then, or within six (6) months preceding the Separation Date, offered by the Company; or (vi) participate inotherwise serve with, directly or indirectly, (whether as advisorany entity whose business materially competes with the depository, principallending or other business activities of the Bank and/or the Company. The parties hereto, agentrecognizing that irreparable injury would result to the Bank and/or the Company, partnerits business and property in the event of Executive’s breach of this Subsection 12(a), officeragree that in the event of any such breach by Executive, directorthe Bank and/or the Company would be entitled, employeein addition to any other remedies and damages available, stockholder, associate or consultant of) any Business Entity (provided that any interest of Executive through investment in up to an aggregate injunction to restrain the violation hereof by Executive, Executive’s partners, agents, employers, employees and all persons acting for or with Executive. Nothing herein shall be construed as prohibiting the Bank and/or the Company from pursuing any other remedies available to the Bank and/or the Company for such breach or threatened breach, including the recovery of two percent damages from Executive. (2%b) in Executive recognizes and acknowledges that the knowledge of the business activities and plans for business activities of the Company and affiliates thereof, as it may exist from time to time, is a valuable, special and unique asset of the business of the Company. Executive will not, during or after the term of his employment, disclose any class knowledge of the past, present, planned or considered business activities of the Company or affiliates thereof to any person whose securities are person, firm, corporation, or other entity for any reason or purpose whatsoever (except for such disclosure as may be required to be registered under provided to any federal banking agency with jurisdiction over the Securities Exchange Act Company or Executive). Notwithstanding the foregoing, Executive may disclose any knowledge of 1934banking, financial and/or economic principles, concepts or ideas which are not solely and exclusively derived from the business plans and activities of the Company, and Executive may disclose any information regarding the Bank or the Company which is otherwise publicly available. In the event of a breach or threatened breach by Executive of the provisions of this Section, the Company will be entitled to an injunction restraining Executive from disclosing, in whole or in part, the knowledge of the past, present, planned or considered business activities of the Company or affiliates thereof, or from rendering any services to any person, firm, corporation or other entity to whom such knowledge, in whole or in part, has been disclosed or is threatened to be disclosed. Nothing herein will be construed as amendedprohibiting the Company from pursuing any other remedies available to the Company for such breach or threatened breach, shall not be considered participation hereunder)including the recovery of damages from Executive.

Non-Competition. Executive hereby (a) Until the first (1st) anniversary of the date of termination of their respective employment or consultancy with an Acquiring Party or one of their respective Affiliates, each Member agrees that he will shall not, for a period of twelve (12) months following the date that and shall cause his employment by the Company terminates (regardless of the reason for such termination) (the date of any such termination of Executive’s employment with the Company is referred to herein as the “Separation Date”): (i) authorize his name to be used by any Business Entity; (ii) solicit for any Business Entity the employment of any individual who is then currently or was, within the six (6) months preceding the Separation Date, an employee of the Company; (iii) induce on behalf of any Business Entity (A) any licensee of a Company product or service; (B) any person or entity for whom the Company provided or was to provide, within six (6) months preceding the Separation Date, maintenance or other services for a fee, pursuant to a formal agreement or otherwise; (C) any person or entity to whom, within six (6) months preceding the Separation Date, the Company had made a presentation or solicitation wholly or partially in writing, or for whom the Company had performed or provided a “savings analysis;” and (D) any joint venturer or subcontractor of the Company (collectively, a “Customer”) to cancel any order previously placed or controlled Affiliates not place any future orders with the Company; (iv) solicit for any Business Entity from any then-Customer of the Company any business opportunity which is competitive or potentially competitive, to any business related to the logistics execution software and support services to the supply chain marketplace carried on by the Company or to the relationship between the Company and the Customer; (v) render for any Business Entity any service, for or without any compensation, in connection with the design, development, manufacture, marketing or sale of any product reasonably deemed competitive with any service or product then, or within six (6) months preceding the Separation Date, offered by the Company; or (vi) participate into, directly or indirectly, (i) solicit, induce or cause any Person with whom any Transferor Party had a business relationship with respect to the Business to reduce or terminate such Person’s business relationship with an Acquiring Party or any of their respective Affiliates or their successors or assigns; and none of the Transferor Parties shall, directly or indirectly, approach any such Person for any such purpose, or authorize or assist in the taking of any of such actions for any such purpose or authorize or assist in the taking of any such actions by any Person, (ii) engage in any Restricted Activity, (iii) acquire, or own in any manner, any interest in any Person that engages in any Restricted Activity, or that engages in any business, activity or enterprise that competes with any aspect of any of Restricted Activity, or (iv) be interested in (whether as an owner, director, officer, partner, member, manager, joint venturer, lender, shareholder, vendor, consultant, employee, advisor, principal, agent, partnerindependent contractor or otherwise), officeror otherwise participate in the management or operation of, directorany Person that engages in any Restricted Activity or in any business, activity or enterprise that competes with any Restricted Activity; provided, however, that this Section 5.8(a) shall not apply to (x) the ownership of less than five percent (5%) of the outstanding stock of any Person who has a class of securities that is publicly traded, or (y) with respect to any Member, those circumstances set forth in Section 10(a)(iii) and (iv) of such Member’s Employment Agreement. (b) The Parties acknowledge that the acquisition of the Business and the goodwill of the Business is an essential component of the transactions contemplated hereby, and believe that the goodwill of the Transferors and of the Business is a valuable asset and an essential inducement to the Acquiring Parties to enter into this Agreement and to consummate the transactions to be consummated pursuant to this Agreement. The Parties acknowledge that it could substantially dilute the value of such goodwill if any of the Transferor Parties violated any of the provisions of Section 5.8. In order to induce the Acquiring Parties to enter into this Agreement and as a condition precedent to the consummation of the transactions contemplated by this Agreement, each of the Transferor Parties agrees, insofar as he or it acts in its capacity as a selling equity holder, or a controlling person thereof, and not as an employee, stockholdera manager, associate a member of a management board or consultant ofa consultant, to accept and be bound by the restrictions as set forth in Section 5.8(a). In addition, the Parties acknowledge and agree that the provisions of Section 5.8(a) and the period of time, geographic area and scope and type of restrictions on its activities set forth in such Section, are reasonable and necessary for the protection of the Acquiring Parties, which are paying substantial consideration and other benefits to the Transferor Parties in consideration for the covenants of the Transferor Parties hereunder. (c) If any Business Entity provision contained in any of Section 5.8(a) shall be determined by any court or other tribunal of competent jurisdiction to be invalid or unenforceable by reason of its extending for too great a period of time or over too great a geographical area or by reason of its being too extensive in any other respect, (provided i) such provision shall be interpreted to extend over the maximum period of time for which it may be enforceable and/or over the maximum geographical area as to which it may be enforceable and/or to the maximum extent in all other respects as to which it may be enforceable, all as determined by such court or other tribunal making such determination, and (ii) in its reduced form, such provision shall then be enforceable, but such reduced form of provision shall only apply with respect to the operation of such provision in the particular jurisdiction in or for which such adjudication is made. It is the intention of the Parties that the provisions of Section 5.8(a) shall be enforceable to the maximum extent permitted by Applicable Law. (d) The Parties acknowledge and agree that any interest breach or threatened breach of Executive through investment the covenants or other provisions contained in up Section 5.8(a) may cause the Acquiring Parties material and irreparable damage, the exact amount of which will be difficult to an aggregate ascertain, and that the remedies at law for any such breach will be inadequate. Accordingly, the Acquiring Parties shall, in addition to all other available rights and remedies (including, but not limited to, seeking such damages as it can show it has sustained by reason of two percent such breach and recovery of costs and expenses including, but not limited to, attorneys’ fees and expenses), be entitled to seek specific performance and injunctive relief (2%including, without limitation, a temporary and/or permanent restraining order and/or a permanent injunction) in any class respect of any person whose securities are required to be registered under the Securities Exchange Act breach or threatened breach of 1934, as amended, shall not be considered participation hereunder)any of such covenants or provisions.

Non-Competition. Executive hereby agrees that he will not, (a) While the Employee is employed by the Company (regardless of any changes occurring after the date hereof to the job title or working conditions applicable to the Employee) and for a period of twelve (12) months following one year after the date that his employment by the Company terminates (regardless termination or cessation of the reason for such termination) (the date of any such termination of Executive’s employment with the Company is referred to herein as the “Separation Date”): (i) authorize his name to be used by any Business Entity; (ii) solicit for any Business Entity the employment of any individual who is then currently or was, within the six (6) months preceding the Separation Date, an employee of the Company; (iii) induce on behalf of any Business Entity (A) any licensee of a Company product or service; (B) any person or entity for whom the Company provided or was to provide, within six (6) months preceding the Separation Date, maintenance or other services for a fee, pursuant to a formal agreement or otherwise; (C) any person or entity to whom, within six (6) months preceding the Separation Dateemployment, the Company had made a presentation Employee will not directly or solicitation wholly indirectly engage or partially assist others in writing, or for whom the Company had performed or provided a “savings analysis;” and (D) any joint venturer or subcontractor of the Company (collectively, a “Customer”) to cancel any order previously placed or not place any future orders with the Company; (iv) solicit for any Business Entity from any then-Customer of the Company engaging in any business opportunity which is competitive or potentially competitive, to any business related to the logistics execution software and support services to the supply chain marketplace carried on by the Company or to the relationship between the Company and the Customer; (v) render for any Business Entity any service, for or without any compensation, in connection with the design, development, manufacture, marketing or sale of any product reasonably deemed competitive with any service or product then, or within six (6) months preceding the Separation Date, offered by the Company; or (vi) participate in, directly or indirectly, enterprise (whether as advisor, principal, agentowner, partner, officer, director, employee, stockholderconsultant, associate investor, lender or consultant ofotherwise, except as the holder of not more than 1% of the outstanding stock of a publicly-held company) that is competitive with the Company’s business, including but not limited to any Business Entity (provided business or enterprise that develops, manufactures, markets, licenses, sells or provides any interest of Executive through investment in up to an aggregate of two percent (2%) in product or service that competes with any class of any person whose securities are required product or service developed, manufactured, marketed, licensed, sold or provided, or planned to be registered under developed, manufactured, marketed, licensed, sold or provided, by the Securities Exchange Act Company while the Employee was employed by the Company, and in the geographic areas in which the employee, during any time within the last 2 years of 1934employment, as amendedprovided services or had a material presence or influence; (b) The non-competition restrictions contained in this section shall be effective in the event the Employee’s employment terminates for any reason, with the exception that these restrictions shall not be considered participation hereunder)effective if the Employee is terminated by the Company without cause of laid off. “Cause” means Employee’s violation of a Company policy or rule; Employee’s breach, attempted breach, or violation of this Agreement; Employee’s failure to perform job duties and responsibilities to the satisfaction of the Company; grounds for termination reasonably related, in the Company’s honest judgment, to the needs of its business; Employee’s arrest for, conviction of, or plea of guilty, nolo contendere, or no contest to any felony or to a misdemeanor involving moral turpitude, deceit, dishonesty, or fraud; Employee’s dishonest statements or acts with respect to or affecting the Company; Employee’s gross negligence, willful misconduct, or insubordination; or other conduct by Employee that could be harmful to the business, interests, or reputation of the Company.

Non-Competition. Executive Employee acknowledges that he has and, while employed, will acquire unique and valuable experience with respect to the businesses, operations, plans and strategies of the Company and its subsidiaries. Employee hereby covenants and agrees that he will not, during the term of this Agreement and for a period of twelve (12) months following the date that his employment by the Company terminates (regardless of the reason for such termination) (the date of any such termination of Executive’s employment one year thereafter, he will not directly or indirectly compete with the Company is referred to herein as the “Separation Date”): (i) authorize his name to be used by any Business Entity; (ii) solicit for any Business Entity the employment of any individual who is then currently or was, within the six (6) months preceding the Separation Date, an employee of the Company; (iii) induce on behalf of any Business Entity (A) any licensee of a Company product or service; (B) any person or entity for whom the Company provided or was to provide, within six (6) months preceding the Separation Date, maintenance or other services for a fee, pursuant to a formal agreement or otherwise; (C) any person or entity to whom, within six (6) months preceding the Separation Date, the Company had made a presentation or solicitation wholly or partially in writing, or for whom the Company had performed or provided a “savings analysis;” and (D) any joint venturer or subcontractor business of the Company (collectivelyor its subsidiaries. For purposes of this Agreement, a the term “Customer”) to cancel any order previously placed or not place any future orders compete with the Company; (iv) solicit for any Business Entity from any then-Customer business of the Company and its subsidiaries” shall include Employee’s participation in any operations whose primary business competes with any business opportunity which is competitive or potentially competitive, to any business related to the logistics execution software and support services to the supply chain marketplace carried on now conducted by the Company or its subsidiaries, including the sale of menswear or shoes at retail, the sale or rental of occupational uniforms or other corporate wear merchandise or any material line of business proposed to be conducted by the Company or one or more of its subsidiaries known to Employee and with respect to which Employee devoted time as part of his employment hereunder on behalf of the Company or one or more of its subsidiaries, including but not limited to the relationship between the Company and the Customer; (v) render for any Business Entity any servicebusiness of dry cleaning, for whether such participation is individually or without any compensation, in connection with the design, development, manufacture, marketing or sale of any product reasonably deemed competitive with any service or product then, or within six (6) months preceding the Separation Date, offered by the Company; or (vi) participate in, directly or indirectly, (whether as advisor, principal, agent, partner, an officer, director, employeejoint venturer, stockholder, associate agent or consultant ofholder of an interest (except as a holder of a less than 1% interest in a publicly traded entity or mutual fund) any Business Entity (provided that any interest of Executive through investment in up to an aggregate of two percent (2%) in any class of any person whose securities are required individual, corporation, association, partnership, joint venture or other business entity so engaged. This non-competition covenant shall be applicable with respect to the United States and Canada and any other country in which Employee would be registered under competing with the Securities Exchange Act business of 1934the Company or its subsidiaries as set forth in this Section 10. Notwithstanding the foregoing, as amended, the Company acknowledges and agrees that Employee’s activities described in Schedule 10 hereto shall not constitute a breach of this Section 10. Employee and the Company agree that a monetary remedy for a breach of this Section 10 or of Section 11 below will be considered participation hereunder)inadequate and will be impracticable and extremely difficult to prove, and further agree that such a breach would cause the Company irreparable harm, and that the Company shall be entitled to specific performance and/or temporary and permanent injunctive relief without the necessity of proving actual damages. Employee agrees that the Company shall be entitled to such specific performance and/or injunctive relief, including temporary restraining orders, preliminary injunctions and permanent injunctions, without the necessity of posting bond or other undertaking in connection therewith. Any such requirement of bond or undertaking is hereby waived by Employee and Employee acknowledges that in the absence of such a waiver, a bond or undertaking may be required by the court. In the event of litigation to enforce this covenant, the courts are hereby specifically authorized to reform this covenant as and to the extent, but only to such extent, necessary in order to give full force and effect hereto to the maximum degree permitted by law. Employee also agrees that if Employee is in breach of this Section 10, the Company may cease all payments required under this Agreement.

Non-Competition. Executive hereby In consideration of his employment and the other benefits arising under this Agreement, the Employee agrees that he will notduring the Employment Period, and for a period (i) the greater of twelve the balance of the Employment Term or two (122) months years following the date that his employment termination of this Agreement by the Company terminates (regardless of the reason "for such termination) (the date of any such cause" or termination of Executive’s employment with this Agreement by the Employee or (ii) six months in the event the Employee is terminated "without cause" (provided that he Company is referred continues to herein as make the “Separation Date”):payments due the Employee hereunder), the Employee (or any affiliate) shall not directly or indirectly: (i) authorize his name to be used by During the Employment Period, the Employee (or any Business Entity;affiliate) shall not directly or indirectly: (ii) solicit for any Business Entity Own, manage, operate, join, control or participate in the employment of any individual who is then currently ownership, management, operation or was, within the six (6) months preceding the Separation Date, an employee of the Company; (iii) induce on behalf of any Business Entity (A) any licensee of a Company product or service; (B) any person or entity for whom the Company provided or was to provide, within six (6) months preceding the Separation Date, maintenance or other services for a fee, pursuant to a formal agreement or otherwise; (C) any person or entity to whom, within six (6) months preceding the Separation Date, the Company had made a presentation or solicitation wholly or partially in writingcontrol of, or for whom the Company had performed be employed or provided a “savings analysis;” and retained by, render services to, provide financing (Dequity or debt) or advice to, or otherwise be connected in any joint venturer or subcontractor manner with any business that at any time competes with any business of the Company (collectivelysuch as auto, a “Customer”) to cancel any order previously placed motorbike, or not place any future orders with vehicle racing, driving school or motorsports related, anywhere in North America); provided, however, that nothing contained herein shall prevent the Company; (iv) solicit for any Business Entity from any then-Customer purchase or ownership by the Employee of less than 1% of the Company any business opportunity which is competitive or potentially competitive, to any business related to the logistics execution software and support services to the supply chain marketplace carried on by the Company or to the relationship between the Company and the Customer; (v) render for any Business Entity any service, for or without any compensation, in connection with the design, development, manufacture, marketing or sale outstanding equity securities of any product reasonably deemed competitive with any service or product then, or within six (6) months preceding the Separation Date, offered by the Company; or (vi) participate in, directly or indirectly, (whether as advisor, principal, agent, partner, officer, director, employee, stockholder, associate or consultant of) any Business Entity (provided that any interest of Executive through investment in up to an aggregate of two percent (2%) in any class of any person whose securities are required to be of a company registered under Section 12 of the Securities Exchange Act of 1934, as amended; (iii) For any reason, (1) induce any customer or supplier of the Company or any of its subsidiaries or affiliates to patronize or do business with any business directly or indirectly in competition with the businesses conducted by the Company or any of its subsidiaries or Affiliates in any market in which the Company or any of its subsidiaries or Affiliates does business; (2) canvass, solicit or accept from any customer or supplier of the Company or any of its subsidiaries or affiliates any such competitive business; or (3) request or advise any customer or vendor of the Company or any of its subsidiaries or Affiliates to withdraw, curtail or cancel any such customer's or vendor's business with the Company or any of its subsidiaries or Affiliates; and (iv) For any reason, employ, or knowingly permit any company or business directly or indirectly controlled by him, to employ, any person who was employed by the Company or any of its subsidiaries or affiliates at or within the prior one (1) year, or in any manner seek to induce any such person to leave his or her employment; provided such restriction shall not be considered participation hereunder)apply to general solicitations or advertisements posted on the web or published in a newspaper or other media.

Non-Competition. Executive hereby The Employee agrees that he will notthat, during the Term of Employment with the Company, and for a period of twelve (12) months following thereafter, the date Employee shall not, directly or indirectly: (a) anywhere in the world be employed by, engaged in, connected with, or own, share in the earnings of, or invest in the securities of any person, partnership, corporation or other business organization that his employment by is engaged in a business which is in direct competition to that in which the Company terminates (regardless or any of its subsidiaries is engaged or is actively contemplating engaging during the Term of his Employment or at the time of termination of the reason for such terminationTerm of Employment, provided, however, that (i) (the date Employee may invest in the securities of any business organization engaging in a similar business as that of the Company's or any of its subsidiaries if such termination securities are listed on any securities exchange and the Employee's investment does not exceed 10% of Executive’s the issued and outstanding securities of such business organization, and Employee does not have any participation in the control of such business organization, and/or (ii) if the Employee wishes to be engaged by or connected with any department in any business organization which is in direct competition with the Company or any of its subsidiaries, and such department is not in itself in direct competition with the Company nor would the Employee's engagement/connection with such department involve the use of any Information (as defined in Section 8 above), then the Employee may apply to the Company for the Company's consent to such engagement/connection with such department, which consent shall not be unreasonably withheld; or (b) hire, engage, employ or solicit, contact or communicate with for the purpose of hiring, employing or engaging, any person, firm, corporation or other business organization who or which at any time during his employment with the Company is referred to herein as or any of its subsidiaries was an employee, consultant, advisor, client, or in the “Separation Date”): (i) authorize his name to be used by any Business Entity; (ii) solicit for any Business Entity the employment habit of any individual who is then currently or was, within the six (6) months preceding the Separation Date, an employee of the Company; (iii) induce on behalf of any Business Entity (A) any licensee of a Company product or service; (B) any person or entity for whom dealing with the Company provided or was any of its subsidiaries and, other than with respect to provide, within six (6) months preceding the Separation Date, maintenance or other services for a fee, pursuant to a formal agreement or otherwise; (C) any person or entity to whom, within six (6) months preceding the Separation Date, the Company had made a presentation or solicitation wholly or partially in writing, or for whom the Company had performed or provided a “savings analysis;” and (D) any joint venturer or subcontractor employees of the Company (collectivelyor any of its subsidiaries, which was engaged in or associated with a “Customer”) to cancel any order previously placed or not place any future orders business which is in direct competition with the Company; (iv) solicit for any Business Entity from any then-Customer that of the Company or any business opportunity which is competitive or potentially competitive, to any business related to the logistics execution software and support services to the supply chain marketplace carried on by the Company or to the relationship between the Company and the Customer; (v) render for any Business Entity any service, for or without any compensation, in connection with the design, development, manufacture, marketing or sale of any product reasonably deemed competitive with any service or product then, or within six (6) months preceding the Separation Date, offered by the Company; or (vi) participate in, directly or indirectly, (whether as advisor, principal, agent, partner, officer, director, employee, stockholder, associate or consultant of) any Business Entity (provided that any interest of Executive through investment in up to an aggregate of two percent (2%) in any class of any person whose securities are required to be registered under the Securities Exchange Act of 1934, as amended, shall not be considered participation hereunder)its subsidiaries.

Non-Competition. Executive hereby agrees The parties recognize that in the course of --------------- Employee's employment hereunder, Employee will have access to a substantial amount of confidential and proprietary information and trade secrets relating to the business of the Company, and that it would be detrimental to the business of the Company, and have a substantial detrimental effect on the value to the Company of Employee's employment if Employee were to compete with the Company upon termination of his employment. Employee therefore agrees, in consideration of the Company entering this Agreement and establishing the base annual compensation and other compensation and benefits at the level herein provided for, that during the period of the term of his employment with the Company, whether pursuant to this Agreement or otherwise, and for a period of three (3) years thereafter, he will shall not, without the prior written consent of the Company, directly or indirectly, for himself or for any other person, whether as principal, agent or employee, partner, director or consultant or through any corporation, partnership or other entity, himself compete with the Company for business from the Company's customers existing at the time of termination, whether through direct solicitation of such customers or otherwise, and shall not, for a period equal to the lesser of twelve (12a) months one year following the date that termination of his employment or (b) the period for which severance benefits are payable to Employee following termination, be employed by or associated in any manner with (including, without limitation, a sole proprietorship), any person, firm, corporation, association or other entity located anywhere in the United States and engaged in any business competing with the business of the Company terminates (regardless or any subsidiary of the reason for Company as such termination) (business exists or as it is planned as of the date of any such termination of Executive’s employment employment; provided, however, that the foregoing shall not prevent Employee from owning up to one percent (1%) of the outstanding securities of a publicly-held corporation which may compete with the Company is referred to herein Company. The parties believe, in light of the facts known as of the “Separation Date”): (i) authorize his name to be used by any Business Entity; (ii) solicit for any Business Entity date hereof, and after considering the employment of any individual who is then currently or was, within the six (6) months preceding the Separation Date, an employee nature and extent of the Company; (iii) induce on behalf of any Business Entity (A) any licensee of a Company product or service; (B) any person or entity for whom the Company provided or was to provide, within six (6) months preceding the Separation Date, maintenance or other services for a fee, pursuant to a formal agreement or otherwise; (C) any person or entity to whom, within six (6) months preceding the Separation Date's business, the Company had made a presentation or solicitation wholly or partially in writingamount of compensation and other benefits provided herein, or for whom the Company had performed or provided a “savings analysis;” severance benefits payable to employee upon termination, and (D) any joint venturer or subcontractor of the Company (collectively, a “Customer”) damage that could be done to cancel any order previously placed or not place any future orders the Company's business by Employee's competing with the Company; (iv) solicit for , that the foregoing covenant not to compete is reasonable in time, scope and geographical limitation. However, if any Business Entity from any then-Customer court should construe the time, scope or geographical limitation of the Company any business opportunity which covenant not to compete to be too broad or extensive, it is competitive or potentially competitivethe intention of the parties that the contract be automatically reformed, and as so reformed, enforced, to any business related to the logistics execution software and support services to the supply chain marketplace carried on by the Company or to the relationship between the Company and the Customer; (v) render for any Business Entity any service, for or without any compensation, in connection with the design, development, manufacture, marketing or sale of any product reasonably deemed competitive with any service or product then, or within six (6) months preceding the Separation Date, offered by the Company; or (vi) participate in, directly or indirectly, (whether as advisor, principal, agent, partner, officer, director, employee, stockholder, associate or consultant of) any Business Entity (provided that any interest of Executive through investment in up to an aggregate of two percent (2%) in any class of any person whose securities are required maximum limits which may be found to be registered under the Securities Exchange Act of 1934, as amended, shall not be considered participation hereunder)reasonable by such court.

Non-Competition. Executive hereby (i) As a material inducement to Unique to employ the Employee and to enter into this Agreement, Employee covenants and agrees that he will notduring Employee’s Employment with Unique, and for a period of twelve (12) months following after the date that his of termination of such employment by (hereinafter the Company terminates (“Restricted Period”), regardless of the reason for such termination) (the date or circumstances of any such termination of ExecutiveEmployment, neither Employee, any of Employee’s agents or anyone acting on Employee’s behalf, shall directly or indirectly engage or participate in the business of freight forwarding or any other business which would be competitive with any business in which Unique is engaged during the period of Employee’s employment with the Company is referred to herein as the “Separation Date”): (i) authorize his name to be used by Unique, or shall accept any Business Entity; (ii) solicit for employment or position with, or become associated with any Business Entity the employment of any individual person, firm or entity who is then currently or was, within the six (6) months preceding the Separation Date, an employee of the Company; (iii) induce on behalf of any Business Entity (A) any licensee of a Company product or service; (B) any person or entity for whom the Company provided or was to provide, within six (6) months preceding the Separation Date, maintenance or other services for a fee, pursuant to a formal agreement or otherwise; (C) any person or entity to whom, within six (6) months preceding the Separation Date, the Company had made a presentation or solicitation wholly or partially in writing, or for whom the Company had performed or provided a “savings analysis;” and (D) any joint venturer or subcontractor of the Company (collectively, a “Customer”) to cancel any order previously placed or not place any future orders with the Company; (iv) solicit for any Business Entity from any then-Customer of the Company any business opportunity which is competitive or potentially competitive, to any business related to the logistics execution software and support services to the supply chain marketplace carried on by the Company or to the relationship between the Company and the Customer; (v) render for any Business Entity any service, for or without any compensationengaged, in connection with whole or in part, in the design, development, manufacture, marketing business of freight forwarding or sale of any product reasonably deemed other business which would be competitive with any service business in which Unique is engaged during the period of Employee’s employment with Unique; provided, however, that nothing contained herein shall be construed to prevent Employee from investing in the stock of any competing corporation listed on a national securities exchange or product then, or within six (6) months preceding traded in the Separation Date, offered by over the Company; or (vi) participate in, directly or indirectly, (whether counter market so long as advisor, principal, agent, partner, officer, director, employee, stockholder, associate or consultant of) any Business Entity (provided that any interest Employee is not actively involved in the business of Executive through investment in up to an aggregate of said corporation and Employee does not own more than two percent (2%) of the stock of such corporation. The restriction set forth in this Section (5 (a) (i) shall be geographically limited to the United States of America. (ii) As an additional material inducement to Unique to employ the Employee and to enter into this Agreement, Employee covenants and agrees that during the Restricted Period, neither Employee, nor any class of any person whose securities are required to be registered under the Securities Exchange Act of 1934, as amendedEmployee’s agents or anyone acting on Employee’s behalf , shall not directly or indirectly engage in or participate in the business of freight forwarding or any other business which would be considered participation hereunder)competitive with any business in which Unique is engaged during the period of Employee’s employment with Unique, with any customer or client or bona fide prospective customer or client of Unique(wherever located) . (iii) Employee acknowledges and agrees that the provisions herein are reasonable because Unique would need a period of at least 6 months for other employees to develop relationships with customers of Employee whom Employee had worked with or solicited during the Employment Term, and due to UNIQUE’s considerable expense in developing and maintaining business relationships with customers.

Non-Competition. (a) During the Term, the Executive hereby agrees shall not (1) provide any services, directly or indirectly, to any other business or commercial entity without the consent of the Board of Directors, such consent not to be unreasonably withheld, or (2) participate in the formation of any business or commercial entity without the consent of the Board of Directors, such consent not to be unreasonably withheld; provided, however, that he will notnothing contained in this Section 6(a) shall be deemed to prohibit the Executive from acquiring, solely as an investment, shares of capital stock (or other interests) of any corporation (or other entity) not exceeding 2% of such corporation's (or other entity's) then outstanding shares of capital stock; and provided, further, that nothing contained herein shall be deemed to limit Executive's Permitted Activities pursuant to Section 1(d). (b) If Executive is terminated by the Company for Cause or if Executive terminates this Agreement in violation of the provisions of this Agreement, for a period of twelve (12) months one year following the date that his employment by the Company terminates (regardless of the reason for such termination) (the date of any such termination of Executive’s employment with the Company is referred to herein as the “Separation Date”): (i) authorize his name to be used by any Business Entity; (ii) solicit for any Business Entity the employment of any individual who is then currently or was, within the six (6) months preceding the Separation Date, an employee of the Company; (iii) induce on behalf of any Business Entity (A) any licensee of a Company product or service; (B) any person or entity for whom the Company provided or was to provide, within six (6) months preceding the Separation Date, maintenance or other services for a fee, pursuant to a formal agreement or otherwise; (C) any person or entity to whom, within six (6) months preceding the Separation Date, the Company had made a presentation or solicitation wholly or partially in writing, or for whom the Company had performed or provided a “savings analysis;” and Executive shall not (D1) provide any joint venturer or subcontractor of the Company (collectively, a “Customer”) to cancel any order previously placed or not place any future orders with the Company; (iv) solicit for any Business Entity from any then-Customer of the Company any business opportunity which is competitive or potentially competitive, to any business related to the logistics execution software and support services to the supply chain marketplace carried on by the Company or to the relationship between the Company and the Customer; (v) render for any Business Entity any service, for or without any compensation, in connection with the design, development, manufacture, marketing or sale of any product reasonably deemed competitive with any service or product then, or within six (6) months preceding the Separation Date, offered by the Company; or (vi) participate inservices, directly or indirectly, to any other business or commercial entity engaged primarily in the Company's Field of Interest or (whether 2) participate in the formation of any business or commercial entity engaged primarily in the Company's Field of Interest; provided, however, that nothing contained in this Section 6(b) shall be deemed to prohibit the Executive from acquiring, solely as advisoran investment, principalshares of capital stock (or other interests) of any corporation (or other entity) in the Company's Field of Interest not exceeding 2% of such corporation's (or other entity's) then outstanding shares of capital stock; and provided, agentfurther, partnerthat nothing contained herein shall be deemed to limit Executive's Permitted Activities pursuant to Section 1(d). This Section 6(b) shall be subject to written waivers that may be obtained by the Executive from the Company. (c) If the Executive commits a breach, officeror threatens to commit a breach, directorof any of the provisions of this Section 6, employeethe Company shall have the right and remedy to have the provisions of this Agreement specifically enforced by any court having equity jurisdiction, stockholder, associate or consultant of) any Business Entity (provided it being acknowledged and agreed that any interest such breach or threatened breach will cause irreparable injury to the Company and that money damages will not provide an adequate remedy to the Company. (d) If any of Executive through investment the covenants contained in up Section 5, 6 or 10, or any part thereof, is hereafter construed to an aggregate be invalid or unenforceable, the same shall not affect the remainder of two percent the covenant or covenants, which shall be given full effect without regard to the invalid portions. (2%e) If any of the covenants contained in Section 5, 6 or 10, or any part thereof, is held to be unenforceable because of the duration of such provision or the area covered thereby, the parties agree that the court making such determination shall have the power to reduce the duration and/or area of such provision and, in its reduced form, such provision shall then be enforceable. (f) The parties hereto intend to and hereby confer jurisdiction to enforce the covenants contained in Sections 5, 6 and 10 upon the courts of any state within the geographical scope of such covenants. In the event that the courts of any one or more of such states shall hold any such covenant wholly unenforceable by reasons of the breadth of such scope or otherwise, it is the intention of the parties hereto that such determination not bar or in any class way affect the Company's right to the relief provided above in the courts of any person whose securities are required to be registered under other states within the Securities Exchange Act geographical scope of 1934such other covenants, as amendedto breaches of such covenants in such other respective jurisdictions, shall not be considered participation hereunder)the above covenants as they relate to each state being, for this purpose, severable into diverse and independent covenants.

Non-Competition. Executive hereby agrees The Members recognize that he the covenants of each Member contained in this Section 4.4(a) (the "COVENANT NOT TO COMPETE") are an essential part of this Agreement and the other Transaction Documents and that but for the agreement of each Member to comply with such covenants Buyer would not enter into this Agreement or the other Transaction Documents. The Members acknowledge and agree that the Covenant Not to Compete is necessary to protect the Business acquired by Buyer, including without limitation, goodwill and the Proprietary Rights and that irreparable harm and damage will notbe done to Buyer if any Member competes with Buyer in any way prohibited by the Covenant Not to Compete. In addition, the Members acknowledge that the Purchase Price is consideration for a period of twelve (12) months following the date that his employment professional relationships and market place reputation developed by the Company terminates (regardless and the Members and the Covenant Not to Compete is necessary for Buyer to receive the full benefit of this Agreement. After the reason for such termination) (the date of any such termination of Executive’s employment with the Company is referred to herein as the “Separation Date”):Closing, each Member shall not individually, or in concert, directly or indirectly: (i) authorize his name either on its, his, hers or their own account or for any other person or entity, solicit, induce, attempt to be used by induce, interfere with, or endeavor to cause (in each case in such a manner that could have a material adverse effect on the financial condition, prospects or operation of the Business, the assets of the Company or Buyer or any Business Entityof its Affiliates) any customer, which has utilized the services of the Company at any time during the two (2) year period preceding the Closing Date or whom the Company was engaged in meaningful negotiations as of the Closing Date (each, a "CUSTOMER"), to modify, amend, terminate or otherwise alter the terms upon which it acquires services from Buyer or Buyer's Affiliates, or to acquire from any party other than Buyer or its Affiliates any services of the kind available from Buyer or its Affiliates; (ii) solicit for engage or become interested in, as owner, employee, partner, through equity ownership (not including up to a 1% passive equity interest in a public company), investment of capital, lending of money or property, rendering of services, or otherwise, either alone or in association with others, any business competitive with the Business Entity (including within the definition of the Business, without limitation, any business of the type or types conducted by the Company at any time during the two (2) year period preceding the Closing Date or under development by the Company on the Closing Date), (iii) take any material action intended to advance an interest of any competitor of the Business, or encourage any other person to make any such statement or to perform any such act; or (iv) take any material action intended to cause any Customer or prospective customer to use the services or purchase the products of any competitor of the Business. This Covenant Not to Compete shall be limited, with respect to any Member, to any county or any other political subdivision of any state of the United States of America, or of any other country in the world, where such Member generated revenue or established goodwill at any time during the two (2) year period preceding the Closing Date. This Covenant Not to Compete shall bind the Members until the fifth anniversary of the Closing Date, provided, however, that if the employment of any individual who Member is then currently terminated by Buyer without Cause or was, within the six by such Member for Good Reason (6) months preceding the Separation Date, an employee of the Company; (iii) induce on behalf of any Business Entity (A) any licensee of a Company product or service; (B) any person or entity for whom the Company provided or was to provide, within six (6) months preceding the Separation Date, maintenance or other services for a fee, each as defined in such Member's Employment Agreement delivered pursuant to a formal agreement Section 6.3(c)(iv), and if an IPO of Buyer's securities has not been consummated by December 31, 1999, then from and after the later of January 1, 2000 or otherwise; (C) any person or entity to whomtermination of such Member's employment, within six (6) months preceding the Separation Date, the Company had made a presentation or solicitation wholly or partially in writing, or for whom the Company had performed or provided a “savings analysis;” and (D) any joint venturer or subcontractor of the Company (collectively, a “Customer”) to cancel any order previously placed or not place any future orders with the Company; (iv) solicit for any Business Entity from any then-Customer of the Company any business opportunity which is competitive or potentially competitive, to any business related such Member will no longer be subject to the logistics execution software covenant contained in Section 4.4(a)(ii). The parties hereto agree that the duration and support services area for which the Covenant Not to the supply chain marketplace carried on by the Company or to the relationship between the Company and the Customer; (vCompete set forth in this Section 4.4(a) render for any Business Entity any service, for or without any compensation, in connection with the design, development, manufacture, marketing or sale of any product reasonably deemed competitive with any service or product then, or within six (6) months preceding the Separation Date, offered by the Company; or (vi) participate in, directly or indirectly, (whether as advisor, principal, agent, partner, officer, director, employee, stockholder, associate or consultant of) any Business Entity (provided that any interest of Executive through investment in up to an aggregate of two percent (2%) in any class of any person whose securities are required is to be registered under the Securities Exchange Act of 1934, as amended, shall not be considered participation hereunder)effective are reasonable.

Non-Competition. (a) The Executive hereby agrees acknowledges that he in the course of the Executive’s employment with the Company, the Executive will not, for a period become familiar with trade secrets and other confidential information of twelve (12) months following the date that his employment by the Company terminates and that the Executive’s services will be of special, unique and extraordinary value to the Company. Therefore, the Executive agrees that, during the Employment Term and for the 18 months thereafter (regardless the “Restricted Period”), the Executive shall not directly or indirectly own, manage, control, participate in, consult with, or in any manner engage in any business competing with any business of the reason for such termination) (Company within the date of United States and any such termination of other geographical area in which the Company then engages in business or engaged in business at any time during the Executive’s employment with the Company (a “Competitor”). Nothing herein shall prohibit the Executive from being a passive owner of not more than 2% of the outstanding stock of any class of a corporation that is referred to herein publicly traded so long as the “Separation Date”):Executive has no direct or indirect active participation in the business of such corporation. (b) During the Restricted Period, the Executive shall not directly or indirectly (i) authorize his name induce or attempt to be used by induce any Business Entity; employee of the Company to terminate such employment, or in any way interfere with the employee relationship between the Company and any such employee, (ii) solicit for hire any Business Entity person who is, or at any time during the employment of any individual who is then currently or Employment Term was, within the six (6) months preceding the Separation Date, an employee of the Company; Company or (iii) induce on behalf of or attempt to induce any Business Entity (A) any customer, licensor, licensee of a Company product or service; (B) any person or entity for whom the Company provided or was to provide, within six (6) months preceding the Separation Date, maintenance or other services for a fee, pursuant to a formal agreement or otherwise; (C) any person or entity to whom, within six (6) months preceding the Separation Date, the Company had made a presentation or solicitation wholly or partially in writing, or for whom the Company had performed or provided a “savings analysis;” and (D) any joint venturer or subcontractor supplier of the Company (collectively, having a “Customer”) to cancel any order previously placed or not place any future orders business relationship with the Company; (iv) solicit for any Business Entity from any then-Customer of the Company any to cease doing business opportunity which is competitive or potentially competitive, to any business related to the logistics execution software and support services to the supply chain marketplace carried on by with the Company or to interfere materially with the relationship between any such person and the Company (c) The period of time during which the provisions of this Section 8 shall be in effect shall be extended by the length of time during which Executive is in breach of the terms hereof as determined by any court of competent jurisdiction on the Company’s application for injunctive relief. (d) The parties hereto agree that the duration and area for which the covenants set forth in this Section 8 are to be effective and are reasonable. In the event that any court or arbitrator determines that the time period or the area, or both of them, are unreasonable and that any of the covenants are to that extent unenforceable, the parties hereto agree that such covenants will remain in full force and effect, first, for the greatest time period, and second, in the greatest geographical area that would not render them unenforceable. The parties intend that this Agreement will be deemed to be a series of separate covenants, one for each and every county of each and every state of the United States of America. (e) Notwithstanding anything in this Section 8 to the contrary, Executive may request a waiver from the Company and with regard to any restrictions contained in this Section by providing written notice of any such request to the Customer; (v) render for Company’s Chief Legal Officer or General Counsel. Upon receipt of any Business Entity any servicesuch written notice, for the Company’s Chief Legal Officer or without any compensation, in connection General Counsel shall confer with the design, development, manufacture, marketing or sale Board regarding such request and make reasonable efforts to respond to Executive within 15 days of receipt of such notice whether the Board (in its sole determination) shall agree to waive any product reasonably deemed competitive with any service or product then, or within six (6) months preceding of the Separation Date, offered by the Company; or (vi) participate in, directly or indirectly, (whether as advisor, principal, agent, partner, officer, director, employee, stockholder, associate or consultant of) any Business Entity (provided that any interest of Executive through investment restrictions contained in up to an aggregate of two percent (2%) in any class of any person whose securities are required to be registered under the Securities Exchange Act of 1934, as amended, shall not be considered participation hereunder)this Section 8.