Common use of Non-Competition Clause in Contracts

Non-Competition. (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 prior to the termination of the employment of the Employee under this Employment Agreement nor shall the Employee form any partnership with, or establish any business venture in cooperation with, any such person which is competitive with any business or activity of the Corporation; (iii) 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 person, partnership, corporation or other entity who purchased goods or services from the Corporation or its subsidiaries within one (1) year before the termination of the employment of the Employee under this Employment Agreement; (iv) the Employee shall not have any material financial interest, or participate as a director, officer, 5% stockholder, partner, employee, consultant or otherwise, in any corporation, partnership or other entity which is competitive with any business or activity conducted by the Corporation. (b) The Corporation and the 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. (c) In the event that this Section (10) shall be determined by any court of competent jurisdiction to be 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 maximum period of time or range of activities as to which it may be enforceable.

Non-Competition. (a) During Because of Employer Group's legitimate business interest as described in this Agreement and the good and valuable consideration offered to the Associate, the receipt and sufficiency of which is acknowledged, during the term of Associate's employment and for the one year beginning on the last day of the Employee under this Employment AgreementAssociate's employment with the Employer, 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 terminated for any reason or not such termination of employment was caused no reason, by the Employee Associate or by the CorporationEmployer, (i) the Employee shall "Restricted Period"), the Associate agrees and covenants not engageto engage in Prohibited Activity within the United States, either or the geographical regions for which the Associate provides services during the course of employment, whichever is larger. For purposes of this non-compete clause, "Prohibited Activity" is activity in which the Associate contributes the Associate's knowledge, directly or indirectly, in whole or in part, as an associate, employer, owner, operator, manager, advisor, consultant, contractor, agent, partner, director, stockholder, officer, volunteer, intern, or any manner other similar capacity to an entity engaged in the same or capacitysimilar business as the Employer Group, including those engaged in the business of manufacturing and distribution of doors, windows, trim, and other building supplies manufactured or distributed by the Employer Group. Prohibited Activity also includes activity that may require or inevitably require disclosure of trade secrets, proprietary information, or Confidential Information. The Employer Group regards as its primary, but not exclusive, competitors the following: Masonite, Weather Shield, PlyGem, Pella, Xxxxxxxx Windows, Xxxxxx Windows, Steve’s and Sons, Fortune Brands Door Division (ThermaTru), Plastpro, Lynden Door, Xxxxx Bros., Woodgrain Millwork, PGT, Sierra Pacific, and Xxxx. Nothing herein shall prohibit Associate from purchasing or owning less than five percent (5%) of the publicly traded securities of any corporation, provided that such ownership represents a passive investment and that the Associate is not a controlling person of, or a member of a group that controls, such corporation. This Section does not, in any business way, restrict or activity which is competitive with any business or activity conducted by impede 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 prior Associate from exercising protected rights to the termination of the employment of the Employee under this Employment Agreement nor shall the Employee form any partnership with, or establish any business venture in cooperation with, any extent that such person which is competitive with any business or activity of the Corporation; (iii) 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 person, partnership, corporation or other entity who purchased goods or services from the Corporation or its subsidiaries within one (1) year before the termination of the employment of the Employee under this Employment Agreement; (iv) the Employee shall not have any material financial interest, or participate as a director, officer, 5% stockholder, partner, employee, consultant or otherwise, in any corporation, partnership or other entity which is competitive with any business or activity conducted by the Corporation. (b) The Corporation and the Employee agree that the services of the Employee are of a personal, special, unique and extraordinary character, and rights cannot be replaced waived by the Corporation without great difficulty, and that the violation by the Employee agreement or from complying with any applicable law or regulation or a valid order 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. (c) In the event that this Section (10) shall be determined by any a court of competent jurisdiction to be unenforceable or an authorized government agency, provided that such compliance does not exceed that required by reason of its extending for too long a period of time the law, regulation, or over too great a range of activities, it shall be interpreted to extend only over the maximum period of time or range of activities as to which it may be enforceableorder.

Non-Competition. The Employee shall not, at any time during the Employment Term and for a period (the "Restricted Period") of three (3) years thereafter, directly or indirectly, except where specifically contemplated by the terms of his employment or this Agreement, (a) During be employed by, engage in or participate in the term of employment of ownership, management, operation or control of, or act in any advisory or other capacity for, any Competing Entity which conducts its business within the Territory; provided, however, that notwithstanding the foregoing, the Employee under this Employment Agreement, may make solely passive investments in any Competing Entity the common stock of which is publicly held 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) which the Employee shall not engageown or control, either directly or indirectly, in any manner the aggregate securities which constitute 5% or capacity, in more of the voting rights or equity ownership of such Competing Entity; or (b) solicit or divert any business or activity which is competitive with any business customer from the Subsidiary 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 Affiliate of the Corporation Subsidiary or of any of its subsidiaries at any time during a period of twelve (12) months prior to the termination of the employment of the Employee under this Employment Agreement nor shall the Employee form any partnership with, or establish any business venture in cooperation with, any such person which is competitive with any business or activity of the Corporation; (iii) 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 assist any person, partnershipfirm or corporation in doing so or attempting to do so; or (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 entity who purchased goods 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 services from in equity, the Corporation or its subsidiaries within one Company and the Subsidiary shall be entitled to (1) year before the termination cease or withhold payment or provision of the employment of any severance compensation and benefits to which the Employee under this Employment Agreement; (iv) the Employee shall not have any material financial interest, or participate as a director, officer, 5% stockholder, partner, employee, consultant or otherwise, in any corporation, partnership or other entity which is competitive with any business or activity conducted by the Corporation. (b) The Corporation and the Employee agree that the services of the Employee are of a personal, special, unique and extraordinary characterotherwise entitled pursuant to Section 10(a), and cannot be replaced by the Corporation without great difficulty, and that the violation by (2) receive reimbursement from the Employee of any lump-sum payments previously made to the Employee of his agreements any severance compensation payable under this Section (1010(a) would damage and any Closing Bonus theretofore paid to 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 lawEmployee, and the Employee shall forfeit his right to receive any such severance compensation and Closing Bonus; provided, however, that the agreements any obligation of the Employee under to reimburse the Company or the Subsidiary for any lump-sum payments and Closing Bonus pursuant to clause (2) of 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 so reimbursed by the Employee shall be the total of all such lump-sum payments and Closing Bonus multiplied by a fraction, the numerator of which shall be 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 (10) may be enforced by 13 and the Corporation in equity by an injunction or restraining order in addition to being enforced by the Corporation at law. (c) In the event that this Section (10) denominator of which shall be determined by any court the total number of competent jurisdiction to be 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 days comprising the maximum period of time or range of activities as to which it may be enforceableRestricted Period.

Non-Competition. (a) During 7.1 The Employer and Employee agree that in consideration of the transaction giving rise to this agreement and the Employment provided hereunder, the Employee shall not, during the term of employment of this agreement, or 5 years from the date on which 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 ceases to the cause of termination of employment and whether or not such termination of employment was caused be employed by the Employee Employer ("Post- Termination Non-Competition Period") alone or by the Corporationin partnership with any other person, (i) the Employee shall not engagefirm or corporation, either directly as principal, agent, shareholder or indirectly, in any manner other manner, carry on or capacity, be engaged in any business or activity which is competitive concerned with any business or activity conducted by the Corporation; (ii) the Employee shall not work for or employinterested in, directly or indirectly, or cause advise, be employed by, or permit his name or any part thereof to be employed used by anotherany person, firm or corporation engaged in or interested in any person who was an employeeenterprise which is competitive to the Employer's business, officer solicit or agent attempt to solicit the business of any customer of the Corporation or Employer who has been a customer of any of its subsidiaries the Employer at any time during a period in the thirty- six months preceding the date of twelve (12) months prior 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 termination Employer, an injunction is the only effective remedy for any breach of the employment 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 under this Employment Agreement nor shall hereby agrees that the Employee form any partnership withEmployer may apply for and have injunctive relief, including an interim or establish any business venture in cooperation with, any such person which is competitive with any business or activity of the Corporation; (iii) 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 person, partnership, corporation or other entity who purchased goods or services from the Corporation or its subsidiaries within one (1) year before the termination of the employment of the Employee under this Employment Agreement; (iv) the Employee shall not have any material financial interest, or participate as a director, officer, 5% stockholder, partner, employee, consultant or otherwiseinterlocutory injunction, in any corporationcourt of competent jurisdiction, partnership to enforce any of the provisions of paragraph 6.1 upon the breach or other entity which threatened breach thereof. The Employee further agrees that the Employer may apply for and is competitive with any business or activity conducted by the Corporationentitled to said injunctive relief without having to prove damages, and is entitled to all costs and expenses, including reasonable legal costs. (b) 7.3 The Corporation Employee understands and the Employee agree agrees that the services of restrictions and covenants contained in paragraph 6.1 constitute a material inducement to the Employee are of a personal, special, unique Employer to enter into this agreement and extraordinary character, and cannot be replaced by to employ the Corporation without great difficultyEmployee, and that the violation Employer would not enter into this agreement absent such inducement. The Employee agrees that the restrictions and covenants contained in this paragraph shall be 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 this 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 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 agreements under this Section (10) would damage employment with 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 lawEmployer, 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. (c) In the event that this Section (10) shall be determined by any court of competent jurisdiction to be unenforceable otherwise than by reason of its extending the liquidation of the Employer, or by reason of dismissal from the Employer for too long misconduct or serious breach of contractual obligations, the Employer agrees that should the Employee in good faith be offered a period position, acceptance of time 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 over too great a range the amount of activitiesthe financial loss that would be suffered by the Employee by declining the offer, it shall provided that the Employee has made written application to the company within 7 days of the offer to be interpreted released from the provisions of paragraph 6.1, and the Employer has refused to extend only over the maximum period of time or range of activities as to which it may be enforceablerelease him.

Non-Competition. (a) During the term In consideration of employment of the Employee under this Employment Agreement, and for other good and valuable consideration provided hereunder, the receipt and sufficiency of which are hereby acknowledged by Executive, Executive hereby agrees and covenants that, during Executive’s employment with the Company and for a period of one (112) year after termination of employment twelve months thereafter, Executive shall not, without the prior written consent 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 employCompany, directly or indirectly, engage in or cause become associated with a Competitive Activity. For purposes of this Section 2(b), (i) a “Competitive Activity” means any business or other endeavor involving products or services that are the same or similar to be employed by another, products or services (the “Company Products or Services”) that any person who was an employee, officer or agent business of the Corporation Company is engaged in providing as of the date hereof or of any of its subsidiaries at any time during a period of twelve (12) months prior to the termination of Term, provided such business or endeavor is in the employment of the Employee under this Employment Agreement nor shall the Employee form any partnership withUnited States, or establish in any business venture foreign jurisdiction in cooperation withwhich 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, member, advisor, lender, consultant or in any such person which is competitive other individual or representative capacity with any business or activity of the Corporation; (iii) 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 personindividual, partnership, corporation or other entity who purchased goods organization that is engaged in a Competitive Activity. Notwithstanding anything else in this Section 2(b), (i) Executive may become employed by a partnership, corporation or services from other organization that is engaged in a Competitive Activity so long as Executive has no direct or indirect responsibilities or involvement in the Corporation or its subsidiaries within one Competitive Activity, (1ii) year before the termination Executive may own, for investment purposes only, up to five percent (5%) of the outstanding capital stock of any 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 of hereunder is terminated by the Employee under Company for any reason other than Executive’s death, Disability or Cause, or by Executive for Good Reason, then the restrictions contained in this Employment Agreement; Section 2(b) shall lapse, and (iv) Executive shall only be subject to the Employee restrictions contained in this Section 2(b) to the extent the activity that would otherwise be prohibited by this section poses a reasonable competitive threat to the Company, which determination shall not have any material financial interest, or participate as a director, officer, 5% stockholder, partner, employee, consultant or otherwise, in any corporation, partnership or other entity which is competitive with any business or activity conducted be made by the CorporationCompany in good faith. (b) The Corporation and the 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. (c) In the event that this Section (10) shall be determined by any court of competent jurisdiction to be 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 maximum period of time or range of activities as to which it may be enforceable.

Non-Competition. (a) The Company shall provide Employee access to the Confidential Information for use only during the Employment Period, and Employee acknowledges and agrees that the Company Group will be entrusting Employee, in Employee’s unique and special capacity, with developing the goodwill of the Company Group, and in consideration thereof and in consideration of the access to Confidential Information, has voluntarily agreed to the covenants set forth in this Section. Employee further agrees and acknowledges that the limitations and restrictions set forth herein, including but not limited to geographical and temporal restrictions on certain competitive activities, are reasonable and not oppressive and are material and substantial parts of this Agreement intended and necessary to prevent unfair competition and to protect the Company Group’s Confidential Information and substantial and legitimate business interests and goodwill. (b) During the term of employment of the Employee under this Employment Agreement, Period and during for a period of one two (12) year after years (the “Restricted Period”) following the termination of employment the Employment Period for any reason, Employee shall not, for whatever reason and with or without cause, either individually or in partnership or jointly or in conjunction with any other Person or Persons as principal, agent, employee, shareholder (other than holding equity interests listed on a United States stock exchange or automated quotation system that do not exceed five percent (5%) of the Employee under this Employment Agreement without regard to the cause of termination of employment and whether outstanding shares so listed), owner, investor, partner 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 other 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 employwhatsoever, directly or indirectly, engage in 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 prior to the termination of the employment of the Employee under this Employment Agreement nor shall the Employee form any partnership with, or establish any business venture in cooperation with, any such person which is competitive with any business or activity of the Corporation; (iii) the Employee shall not give, sell or lease any goods or services competitive compete with the goods or services of Business anywhere in the Corporation or its subsidiaries to any person, partnership, corporation or other entity who purchased goods or services from the Corporation or its subsidiaries within one (1) year before the termination of the employment of the Employee under this Employment Agreement; (iv) the Employee shall not have any material financial interest, or participate as a director, officer, 5% stockholder, partner, employee, consultant or otherwise, in any corporation, partnership or other entity which is competitive with any business or activity conducted by the Corporation. (b) The Corporation and the 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 lawworld. (c) In During the event Restricted Period, Employee shall not (A) knowingly induce or attempt to induce any other Person known to Employee to be a customer of the Company or its affiliates (each, a “Customer”) to cease doing any business with the Company or its affiliates anywhere in the world or (B) solicit business involving the Business from, or provide services related to the Business to, any Customer. (d) During the Restricted Period, Employee shall not solicit the employment of any individual who is an employee of the Company or its affiliates, except that Employee shall not be precluded from soliciting the employment of, or hiring, any such individual (i) whose employment with the Company or one of its affiliates has been terminated before entering into employment discussions with such Seller, (ii) who initiates discussions with Employee regarding employment opportunities with Employee or (iii) responds to a general advertisement or other similarly broad form of solicitation for employees. (e) For purposes of this Section (10) 9, the following terms shall be determined by any court of competent jurisdiction to be 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 have the maximum period of time or range of activities as to which it may be enforceable.following meanings:

Non-Competition. (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 Executive acknowledges that his 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 her services 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 prior to the termination of the employment of the Employee under this Employment Agreement nor shall the Employee form any partnership with, or establish any business venture in cooperation with, any such person which is competitive with any business or activity of the Corporation; (iii) 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 person, partnership, corporation or other entity who purchased goods or services from the Corporation or its subsidiaries within one (1) year before the termination of the employment of the Employee under this Employment Agreement; (iv) the Employee shall not have any material financial interest, or participate as a director, officer, 5% stockholder, partner, employee, consultant or otherwise, in any corporation, partnership or other entity which is competitive with any business or activity conducted by the Corporation. (b) The Corporation and the Employee agree that the services of the Employee rendered hereunder are of a personalspecial and unusual character that have a unique value to Company and the conduct of its Business, special, unique and extraordinary character, and the loss of which 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 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 Executive will not, directly or indirectly, whether as principal, agent, trustee or through the agency of any corporation, partnership, association or agent (other than as the holder of not more than five percent (5%) of the 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 (in any capacity, including without limitation as a director, officer or employee) 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 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 Non-competition Period, he or she shall not: (i) employ or seek to employ any person who is then employed or retained by Company or its affiliates (or who was so employed or retained at any time within the six (6) month period prior to the last day of Executive’s employment with Company); or (ii) solicit, induce, or influence any proprietor, partner, stockholder, lender, director, officer, employee, joint venturer, investor, consultant, agent, lessor, supplier, customer or 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 agreements restrictions set forth in such sections are fair and reasonable and are reasonably required for the protection of the Employee under 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 (10) may 11. It is the belief of the parties, therefore, that the best protection that can be given to Company that does not in any way infringe upon the rights of Executive to engage 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, 10 and 11, the parties agree that the restrictions contained therein shall be enforced to the maximum extent permitted by the Corporation law as more particularly set forth in equity by an injunction or restraining order in addition to being enforced by the Corporation at law. (c) Section 12 below. In the event that this Section (10) any of said restrictions shall be determined held unenforceable by any court of competent jurisdiction to be 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 by reason of its extending for too long a period of time or over too great a range of activitiesand that as so modified, it the covenant shall be interpreted to extend only over as fully enforceable as if it had been set forth herein by the maximum period of time or range of activities as to which it may be enforceableparties.

Non-Competition. Employee agrees that he will not, directly or indirectly (a) During the term of employment of the Employee under this Employment Agreementindividually or for, 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 with or not such termination of employment was caused through any other person, firm or corporation, by the Employee equity ownership or by the Corporationotherwise), (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 Employee shall not engage, either directly or indirectly, in any manner or capacity, in Employment Period with respect to any business carried on by W&G, MAC, or activity which is competitive with any business such subsidiary or activity conducted by the Corporation; other affiliate, successor or assign, or (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 (12A) months prior to one year after the termination end of the employment Employment Period, if Employee terminates this Employment Contract pursuant to Section 1 or (B) two years after MAC terminates this Employment Contract pursuant to Section 10 as a result of Employee's material breach of the Employee under Employment Contract, or (C) or when the Employee's salary ceases to be paid by MAC, if MAC terminates this Employment Agreement nor shall Contract for any other reason, compete with MAC, with respect to its business in the Employee form any partnership withUnited States, or establish any business venture in cooperation withMexico, any such person which is competitive with any business or activity of the Corporation; (iii) 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 person, partnership, corporation or other entity who purchased goods or services from the Corporation or its subsidiaries within one (1) year before the termination of the employment of the Employee under this Employment Agreement; (iv) the Employee shall not have any material financial interest, or participate as a director, officer, 5% stockholder, partner, employee, consultant or otherwise, in any corporation, partnership or other entity which is competitive with any business or activity conducted by the CorporationCentral America & South America. (bA) The Corporation and Notwithstanding the Employee agree that foregoing, if MAC wrongfully terminates the services Employment Period or otherwise materially breaches the terms of this Employment Contract, the Employee are foregoing provisions 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 7 shall cease to apply from and cause the Corporation irreparable harm which could not reasonably after such wrongful termination 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 lawbreach. (cB) In Notwithstanding the event that this Section (10) foregoing, Employee shall be determined by permitted to own not in excess of one percent of any court class of competent jurisdiction to be unenforceable by reason securities of its extending for too long any public company which, at the time of Employee's acquisition of the securities, is not engaged in competition with W&G, 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 part of any controlling group and is solely a period of time or over too great a range of activities, it shall be interpreted to extend only over the maximum period of time or range of activities as to which it may be enforceablepassive investor.

Non-Competition. (a) During As a condition of its ownership of a Membership Interest in the term of employment Company, each of the Employee under Initial Subscribers acknowledges and agrees that it will have 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 Employment Subscription Agreement, and during for a period of one (1) year after termination of employment of the Employee under this Employment Agreement without regard equal to the cause greater of termination of employment and whether or not such termination of employment was caused by the Employee or by the Corporation, (i) five (5) years from the Employee shall not engage, either directly date of signing of this Subscription Agreement; 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) two (2) years after such time as any Initial Subscriber shall have transferred or sold such portion of its Membership Interest in the Employee shall not work for or employCompany so as to result in total ownership of less than a 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 cause involuntarily, engage in any business activity within the United States that is in competition or is reasonably expected to be employed by anotherin competition with the Company or which performs services or sells goods which are similar to those provided, 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 prior to the termination of the employment of the Employee under this Employment Agreement nor shall the Employee form any partnership withsold, or establish any business venture in cooperation withcontemplated to be provided or sold, any such person which is competitive with any business or activity of the Corporation; (iii) 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 person, partnership, corporation or other entity who purchased goods or services from the Corporation or its subsidiaries within one (1) year before the termination of the employment of the Employee under this Employment Agreement; (iv) the Employee shall not have any material financial interest, or participate as a director, officer, 5% stockholder, partner, employee, consultant or otherwise, in any corporation, partnership or other entity which is competitive with any business or activity conducted by the CorporationCompany. (b) Since the damages to the Company resulting from a breach of these 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 required by law. The Corporation and the Employee Initial Subscribers agree that the services provisions of this paragraph are necessary and reasonable to protect the Employee are Company in the conduct 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 its business. If any of his agreements under restriction contained in 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. (c) In the event that this Section (10) paragraph shall be determined by any court of competent jurisdiction to be deemed invalid, illegal or unenforceable by reason of extent, duration, geographical scope hereof, or otherwise, then the Court making such determination shall have the right to reduce such extent, duration, geographical scope or other provisions hereof, and, in its extending for too long a period of time or over too great a range of activitiesreduced form, it such restriction shall then be interpreted to extend only over enforceable in the maximum period of time or range of activities as to which it may be enforceablemanner contemplated hereby.

Non-Competition. (a) During The Executive understands and recognizes that his services to the Corporation are special and unique and agrees that, during the term of employment 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 the Employee its obligations under this Employment Agreement, and during for a period of one (1) year after termination of employment of from the Employee under this Employment Agreement without regard to the cause date of termination of his employment and whether or not such termination of employment was caused by the Employee or by the Corporationhereunder, (i) the Employee he 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 employmanner, directly or indirectly, on behalf of himself 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 prior to the termination of the employment of the Employee under this Employment Agreement nor shall the Employee form any partnership with, or establish any business venture in cooperation with, any such person which is competitive with any business or activity of the Corporation; (iii) 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 person, firm, partnership, joint venture, corporation or other business entity who purchased goods (“Person”), enter into or services from 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 its subsidiaries a Subsidiary within the geographic area of the Corporation’s business. (b) During the term of this Agreement and for one (1) year before thereafter, Executive shall not, directly or indirectly, without the termination 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 Employee under Corporation or any affiliate within six months of the termination of said employee’s employment with the Corporation. (c) During the term of this Employment Agreement and for one (1) year thereafter, the Executive shall not, directly or indirectly, without the prior written consent of the Corporation: (i) solicit or accept employment or be retained by any 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 (ivii) solicit or accept the Employee shall not have business of any material financial interest, customer or participate as a director, officer, 5% stockholder, partner, employee, consultant supplier of the Corporation or otherwise, in any corporation, partnership or other entity which is competitive affiliate with any business or activity conducted respect to products similar to those supplied by the Corporation. (b) The Corporation and the 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. (cd) In the event that the Officer breaches any provisions of this Section (10) 4 or there is a threatened breach, then, in addition to any other rights which the Corporation may have, the Corporation shall be determined by entitled, without the posting of a bond or other security, to 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 4, the Officer shall not urge as a defense that there is an adequate remedy at law nor shall the Corporation be prevented from seeking any court of competent jurisdiction to be 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 maximum period of time or range of activities as to other remedies which it may be enforceableavailable.

Non-Competition. The Employee shall not, at any time during the Employment Term and for a period (the "Restricted Period") of three (3) years thereafter, directly or indirectly, except where specifically contemplated by the terms of his employment or this Agreement, (a) During be employed by, engage in or participate in the term of employment of ownership, management, operation or control of, or act in any advisory or other capacity for, any Competing Entity which conducts its business within the Territory; PROVIDED, HOWEVER, that notwithstanding the foregoing, the Employee under this Employment Agreement, may make solely passive investments in any Competing Entity the common stock of which is publicly held 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) which the Employee shall not engageown or control, either directly or indirectly, in any manner the aggregate securities which constitute 5% or capacity, in more of the voting rights or equity ownership of such Competing Entity; or (b) solicit or divert any business or activity which is competitive with any business customer from the Subsidiary 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 Affiliate of the Corporation Subsidiary or of any of its subsidiaries at any time during a period of twelve (12) months prior to the termination of the employment of the Employee under this Employment Agreement nor shall the Employee form any partnership with, or establish any business venture in cooperation with, any such person which is competitive with any business or activity of the Corporation; (iii) 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 assist any person, partnershipfirm or corporation in doing so or attempting to do so; or (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 entity who purchased goods 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 services from in equity, the Corporation or its subsidiaries within one Company and the Subsidiary shall be entitled to (1) year before the termination cease or withhold payment or provision of the employment of any severance compensation and benefits to which the Employee under this Employment Agreement; (iv) the Employee shall not have any material financial interest, or participate as a director, officer, 5% stockholder, partner, employee, consultant or otherwise, in any corporation, partnership or other entity which is competitive with any business or activity conducted by the Corporation. (b) The Corporation and the Employee agree that the services of the Employee are of a personal, special, unique and extraordinary characterotherwise entitled pursuant to Section 10(a), and cannot be replaced by the Corporation without great difficulty, and that the violation by (2) receive reimbursement from the Employee of any lump-sum payments previously made to the Employee of his agreements any severance compensation payable under this Section (1010(a) would damage and any Closing Bonus theretofore paid to 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 lawEmployee, and the Employee shall forfeit his right to receive any such severance compensation and Closing Bonus; PROVIDED, HOWEVER, that the agreements any obligation of the Employee under to reimburse the Company or the Subsidiary for any lump-sum payments and Closing Bonus pursuant to clause (2) of 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 so reimbursed by the Employee shall be the total of all such lump-sum payments and Closing Bonus multiplied by a fraction, the numerator of which shall be 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 (10) may be enforced by 13 and the Corporation in equity by an injunction or restraining order in addition to being enforced by the Corporation at law. (c) In the event that this Section (10) denominator of which shall be determined by any court the total number of competent jurisdiction to be 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 days comprising the maximum period of time or range of activities as to which it may be enforceableRestricted Period.

Non-Competition. (a) During the term of employment In consideration of the mutual covenants herein, Employee under this agrees that during the Employment AgreementPeriod, 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 he shall not engageparticipate(i) as an employee the significant duties of whom are with respect to the, 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) as owner of any other person, partnership, corporation or company, the Employee primary business of 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 not work for or employ, directly or indirectly, or cause be construed to be employed by another, any person who was an employee, officer or agent prevent ownership of less than 5% of the Corporation stock of a publicly-held corporation whose stock is traded on a national securities exchange or in the over-the- counter market. Employee agrees that this covenant is reasonable with respect to its duration, geographical area and scope. (b) Employee further agrees that during the Employment Period, he shall not, except on behalf of any the Company, solicit customers or prospective customers of its subsidiaries at any time the Company, with whom he had material contact, on behalf of the Company during a period of twelve (12) months the two years prior to the termination of the employment Employment Period, for the purposes of providing COCOT or COCOT services. (c) During the Employee under this Employment Agreement nor shall the Employee form any partnership withPeriod, or establish any business venture in cooperation with, any such person which is competitive with any business or activity of the Corporation; (iii) the Employee shall not give, sell or lease (i) solicit any goods or services competitive with the goods or services employee of the Corporation Company or any of its subsidiaries to leave the employ of the Company or (ii) solicit any personcurrent supplier, partnershiplicensee, corporation licensor, franchisee or other entity who purchased goods business relation of the Company or services from any of its subsidiaries to cease doing business with them (including, without limitation, making any negative statements or communications about the Corporation Company or its subsidiaries within one (1) year before the termination of the employment of the Employee under this Employment Agreement; (iv) the Employee shall not have any material financial interest, or participate as a director, officer, 5% stockholder, partner, employee, consultant or otherwise, in any corporation, partnership or other entity which is competitive with any business or activity conducted by the Corporationsubsidiaries). (bd) The Corporation and the Employee Parties hereto agree that the services Company would suffer irreparable harm from a breach by Employee of any of the Employee are covenants or agreements contained herein. In the event of a personal, special, unique and extraordinary character, and cannot be replaced by the Corporation without great difficulty, and that the violation an alleged or threatened breach by the Employee of any of his agreements under the provisions of this Section (10) would damage paragraph 5, the goodwill of the Corporation and cause the Corporation irreparable harm which could not reasonably Company or adequately be compensated in damages in an action at lawits successors or assigns may, 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. (c) In the event that this Section (10) shall be determined by all other rights and remedies existing in its favor, apply to any court of competent jurisdiction for specific performance and/or injunctive or other relief in order to be unenforceable enforce or prevent any violations of the provisions hereof (including the extension of the Employment Period by reason of its extending for too long a period equal to the length of time or over too great a range the violation of activities, it this paragraph 5). Employee agrees that these restrictions are reasonable. (e) Employee agrees that the covenants made in paragraphs 5(a) and 5(b) shall be interpreted to extend only over the maximum period construed as an agreement independent of time or range any other provision of activities as to which it may be enforceablethis Agreement and shall survive any order of a court of competent jurisdiction terminating any other provision of this Agreement.

Non-Competition. (a) During 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 term Company is paying Executive benefits under Section 6 of employment of the Employee under this Employment Agreement, and during Executive agrees not to compete with the Bank and/or the Company for a period of one (1) year after following such termination within twenty-five (25) miles of employment any existing branch of the Employee under this Employment Agreement without regard Bank or any subsidiary of the Company or within twenty-five (25) miles of any office for which the Bank, the Company or a Bank subsidiary of the Company has filed an application for regulatory approval to establish an office, determined as of the cause effective date of termination of employment and whether or not such termination of employment was caused termination, except as agreed to pursuant to a resolution duly adopted by the Employee or by the CorporationBoard. Executive agrees that during such period and within said area, (i) the Employee shall not engagecities, either directly or indirectlytowns and counties, 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 Executive shall not work for or employadvise, consult or otherwise serve with, directly or indirectly, any entity whose business materially competes with the depository, lending or cause to be employed by another, any person who was an employee, officer or agent other business activities of the Corporation or Bank and/or the Company. The parties hereto, recognizing that irreparable injury will result to the Bank and/or the Company, its 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, the Bank and/or the Company will be entitled, in addition to any other remedies and damages available, to an 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 its subsidiaries at 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 time during a period of twelve (12) months prior other remedies available to the termination Bank and/or the Company for such breach or threatened breach, including the recovery of the employment of the Employee under this Employment Agreement nor shall the Employee form any partnership with, or establish any business venture in cooperation with, any such person which is competitive with any business or activity of the Corporation; (iii) 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 person, partnership, corporation or other entity who purchased goods or services damages from the Corporation or its subsidiaries within one (1) year before the termination of the employment of the Employee under this Employment Agreement; (iv) the Employee shall not have any material financial interest, or participate as a director, officer, 5% stockholder, partner, employee, consultant or otherwise, in any corporation, partnership or other entity which is competitive with any business or activity conducted by the CorporationExecutive. (b) The Corporation Executive recognizes and the Employee agree acknowledges that the services knowledge of the Employee 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 knowledge of the past, present, planned or considered business activities of the Company or affiliates thereof to any person, firm, corporation, or other entity for any reason or purpose whatsoever (except for such disclosure as may be required to be provided to any federal banking agency with jurisdiction over the Company or Executive). Notwithstanding the foregoing, Executive may disclose any knowledge of banking, financial and/or economic principles, concepts or ideas which are not solely and exclusively derived from the business plans and activities of a personal, special, unique and extraordinary characterthe Company, and cannot be replaced by Executive may disclose any information regarding the Corporation without great difficulty, and that Bank or 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 Company 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. (c) is otherwise publicly available. In the event that of a breach or threatened breach by Executive of the provisions of this Section (10) shall Section, the Company will be determined by 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 court of competent jurisdiction 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 unenforceable by reason disclosed. Nothing herein will be construed as prohibiting the Company from pursuing any other remedies available to the Company for such breach or threatened breach, including the recovery 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 maximum period of time or range of activities as to which it may be enforceabledamages from Executive.

Non-Competition. (a) During the term of employment three (3) year-period following the Closing (such period, the “Non-Competition Period”), in further consideration of the Employee under this Employment Agreementamounts to be paid directly to the Company pursuant to the Tranches Agreements and indirectly benefiting Xxxxxx through, among other things, his ownership of the Xxxxxx Stock, Xxxxxx shall not, and during a period of one (1) year after termination of employment of the Employee under this Employment Agreement without regard to the shall cause of termination of employment and whether or its Affiliates 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 employto, directly or indirectly, alone or cause to be employed by anotherin concert with others, any person who was engage in, participate in or otherwise assist (whether as an employee, officer or agent of the Corporation or of any of its subsidiaries at any time during a period of twelve (12) months prior to the termination of the employment of the Employee under this Employment Agreement nor shall the Employee form any partnership with, or establish any business venture in cooperation with, any such person which is competitive with any business or activity of the Corporation; (iii) 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 person, partnership, corporation or other entity who purchased goods or services from the Corporation or its subsidiaries within one (1) year before the termination of the employment of the Employee under this Employment Agreement; (iv) the Employee shall not have any material financial interest, or participate as a directorowner, officer, 5% stockholder, 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 the Company 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 Xxxxxx or any of Xxxxxx’x Affiliates from being a passive owner of not more than three percent (3%) of the outstanding stock of any class of a publicly-traded corporation so long as none of such Persons has any active participation in the business of such corporation; and further provided that nothing herein shall prohibit Xxxxxx or any of Xxxxxx’x Affiliates from owning and operating the Permitted Ventures and the business of RISE, partnership subject to the following requirements with respect to RISE: (i) 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 other entity which is competitive with loans, and sharing of human resource and office space will be mutually agreed upon among the Company, RISE and Purchaser; (ii) RISE shall operate as an independent introducing broker and not as a clearing broker, (iii) RISE shall introduce, execute and clear all of its client orders through Xxxxxx Xxxxxxx & Co., Inc. (“MSCO”), as long as MSCO can support the business of RISE for the Non-Competition Period; (iv) RISE shall have the focus of becoming a women and minority owned and operated company, targeting only such strategic investors to achieve the mission; (v) Any Contract or agreement between RISE and the Company or any business or activity conducted of its Subsidiaries shall require prior approval by Purchaser; and (vi) RISE shall not solicit any current customers of the CorporationCompany and its Subsidiaries, 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) The Corporation If, at the time of enforcement of the covenants contained in this Section 5 (“Non-Compete Covenant”), any court located in New York or other courts of 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 Employee Non-Compete Covenant, in whole or in part, is null, void and of no effect, and agree that the services 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 Employee are of a personal, special, unique Non-Compete Covenant. Xxxxxx has consulted with legal counsel regarding the Non-Compete Covenant and extraordinary character, has determined and cannot be replaced by the Corporation without great difficulty, and hereby acknowledges that the violation by the Employee Non-Compete Covenant is reasonable in terms of any of his agreements under this Section (10) would damage duration, scope and area restrictions and is necessary to protect the goodwill of the Corporation Company’s businesses and cause the Corporation irreparable harm which could not reasonably or adequately be compensated in damages in an action at law, and that substantial investment made by Purchaser under 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 lawTranches Agreements. (c) In Xxxxxx acknowledges that he has carefully read, given careful consideration to, and is in full accord as to the event that necessity of the restraints imposed by this Section (10) shall be determined 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 any court Purchaser. Xxxxxx acknowledges and agrees that the Non-Compete Covenant substantially covers the activities that comprise the market in which the business of competent jurisdiction the Company Group is currently conducted. Xxxxxx further acknowledges that its agreement to be unenforceable by reason of comply with the Non-Compete Covenant for the Non-Competition Period is manifestly reasonable upon its extending for too long a period of time or over too great a range of activities, face and that it shall be interpreted to extend only over the maximum period of time or range of activities is reasonable as to which it may be enforceabletime 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 Xxxxxx breach the Non-Compete Covenant. Xxxxxx further agrees that the nature, kind and character of the Non-Compete Covenant are reasonably necessary to protect the business of the Company Group as currently conducted.

Non-Competition. 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 term beginning on the effective date hereof and continuing until (i) the first anniversary of the Date of Termination if the Executive's employment is terminated by the Company for Cause or due to Disability or by the Executive without Good Reason, or (ii) the last day of the 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 Good Reason. (b) During the term of employment Non-Competition, the Executive shall not (other than for the benefit of the Employee under Company or its affiliates pursuant to 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, render services to, assist, participate 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 indirectlyaffairs of, or cause to otherwise be employed by anotherconnected with, any person who was an employeeor enterprise (other than the Company), officer which person or agent 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 Corporation or Company, with respect to any products of any of its subsidiaries the Company that were within the Executive's management responsibility at any time during a within the twelve-month period of twelve (12) months immediately prior to the termination of the Executive's employment with the Company, in any capacity which would (i) utilize the Executive's services with respect to such business within any state of the Employee under this Employment Agreement nor shall the Employee form any partnership withUnited States, or establish any business venture in cooperation withsubstantially comparable political subdivision of any other country, any wherein the Company sold or actively attempted to sell, such person which is competitive with any business or activity of products within the Corporation; (iii) the Employee shall not give, sell or lease any goods or services competitive with the goods or services of the Corporation or its subsidiaries twelve-month period immediately prior to any person, partnership, corporation or other entity who purchased goods or services from the Corporation or its subsidiaries within one (1) year before the termination of the Executive's employment with the Company; or (ii) utilize the Executive's services in selling any products similar to such products of the Employee under this Employment Agreement; Company to any person or entity to which 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 (iv) a "Competing Business"). Notwithstanding the Employee shall foregoing, the Company agrees that the Executive may own less than five percent of the outstanding voting securities of any publicly traded company that is a Competing Business so long as the Executive does not have any material financial interest, or otherwise participate as a director, officer, 5% stockholder, partner, employee, consultant or otherwise, in such Competing Business in any corporation, partnership or other entity which is competitive with any business or activity conducted way prohibited by the Corporation. (b) The Corporation and the 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 lawpreceding clause. (c) In During the event term of Non-Competition, Executive will not, and will not permit any of his affiliates to, directly or indirectly, recruit or otherwise solicit or induce any employee, customer, subscriber or supplier 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 court determines that any portion of this Section (10) 10 is invalid or unenforceable, the remainder of this Section 10 shall not thereby be affected and shall be determined by given full effect without regard to the invalid provisions. If any court construes any of competent jurisdiction the provisions of this Section 10, or any part thereof, to be unenforceable by reason unreasonable because of the duration or scope of such provision, such court shall have the power to reduce the duration or scope of such provision and to enforce such provision as so reduced. (f) As used in this Section 10, "Company" shall include Atrium Corporation and any of its extending for too long a period of time direct or over too great a range of activities, it shall be interpreted to extend only over the maximum period of time or range of activities as to which it may be enforceableindirect subsidiaries.

Non-Competition. (a) During 4.1. Both Company and Employee acknowledge Employee's right for freedom of occupation whilst protecting the term of employment of the Company's legitimate interests. Therefore Employee under this Employment Agreementagrees and undertakes that, and during a period of one (1) year after termination of employment of the so long as Employee under this Employment Agreement without regard to the cause of termination of employment and whether or not such termination of employment was caused is employed 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 Company and 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 prior to the following termination of the Employee's employment of the for whatever reason, Employee under this Employment Agreement nor shall the Employee form will not, directly or indirectly, as owner, partner, joint venturer, stockholder, employee, broker, agent, principal, trustee, corporate officer, director, licensor or in any partnership withcapacity whatsoever engage in, become financially interested in, be employed by, or establish any business venture in cooperation withotherwise render services to, any such person which is competitive with any business or activity venture that is engaged in any activities involving products, information, processes, technology or equipment that are or could reasonably and imminently be competitive to those of the Corporation; (iii) the Employee shall not give, sell Company or lease any goods or services competitive with the goods or services of the Corporation or its subsidiaries or affiliates; provided, however, that Employee may own any securities of any corporation which is engaged in such business and is publicly owned and traded but in an amount not to exceed at any personone time one percent of any class of stock or securities of such company, partnership, corporation or other entity who purchased goods or services from and so long as Employee has no role in the Corporation or its subsidiaries within one (1) year before the termination of the employment of the Employee under this Employment Agreement; (iv) the Employee shall not have any material financial interest, or participate publicly owned and traded company as a director, officer, 5% stockholder, partner, employee, consultant or otherwise, . Employee agrees and understand that his Salary (set forth in any corporation, partnership or other entity which Exhibit A) includes adequate compensation for his undertakings in this Section 4.1 and is competitive with any business or activity conducted by about 20% higher than it would have been should the CorporationEmployee had not taken said undertakings. (b) The Corporation 4.2. Employee agrees and undertakes that during the Employee agree that the services period of the Employee are of a personal, special, unique Employee's employment 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. (c) In the event that this Section (10) shall be determined by any court of competent jurisdiction to be unenforceable by reason of its extending for too long a period of time twenty four (24) months following termination, Employee will not, directly or over too great 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 employed by the Company (or retained by the Company as a range consultant, if such consultant is prevented thereby from continuing to render its services to the Company) on the date of activitiessuch 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 excessively broad with regard to time, it geographic scope or activity, the term shall be interpreted construed in a manner to extend only over enable it to be enforced to the maximum period of time or range of activities as to which it may be enforceableextent compatible with applicable Israeli law.

Non-Competition. (a) During The Company agrees to provide Employee with Confidential Information which, if disclosed, would assist in competition against the term of employment Company and that the Employee will also generate goodwill for the Company in the course of the Employee’s employment. Therefore, the Employee under this Employment Agreementagrees that the following restrictions on the Employee’s activities during and after the Employee’s employment are necessary to protect the goodwill, Confidential Information and during a period of one (1) year after termination of employment other legitimate interests 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, Company: (i) While the Employee is employed by the Company and for twelve (12) months thereafter, 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 employnot, directly or indirectly, or cause to be employed by anotherwhether as owner, any person who was an partner, investor, consultant, agent, employee, officer co-venturer or agent of otherwise (collectively, a “Competitive Role”), actively compete with the Corporation Company or of any of its subsidiaries at Affiliates or undertake any time planning for any business that is Competitive (as defined in the Company’s in the Company’s Employee Proprietary Invention Agreement (“EPIA”) with the Company or its Affiliates. (ii) The Employee agrees that during a period of the twelve (12) months prior to the immediately following Employee’s resignation of employment or during six (6) months following an involuntary termination of the Employee’s employment without Cause, the Employee will not, directly or through any other Person, (A) hire any employee of the Employee under this Employment Agreement nor shall Company or any of its Affiliates or seek to persuade any employee of the Employee form Company or any partnership withof its Affiliates to discontinue employment, (B) solicit or establish encourage any business venture in cooperation with, customer of the Company or any such person which is competitive of its Affiliates or independent contractor providing services to the Company or any of its Affiliates to terminate or diminish its relationship with them or (C) seek to persuade any customer or active prospective customer of the Company or any of its Affiliates to conduct with anyone else any business or activity of the Corporation; (iii) the Employee shall not give, sell that such customer or lease any goods prospective customer conducts or services competitive could reasonably be expected to conduct with the goods Company or services of the Corporation or its subsidiaries to any person, partnership, corporation or other entity who purchased goods or services from the Corporation or its subsidiaries within one (1) year before the termination of the employment of the Employee under this Employment Agreement; (iv) the Employee shall not have any material financial interest, or participate as a director, officer, 5% stockholder, partner, employee, consultant or otherwise, in any corporation, partnership or other entity which is competitive with any business or activity conducted by the Corporation. (b) The Corporation and the 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 its Affiliates 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 lawtime. (c) In the event that this Section (10) shall be determined by any court of competent jurisdiction to be 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 maximum period of time or range of activities as to which it may be enforceable.

Non-Competition. (a) During the term of employment this Agreement and for one year thereafter (the "Restricted Period"), the Employee shall not, without the written consent of the Employee under this Employment AgreementCompany, 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 directly or not such termination of employment was caused by the Employee or by the Corporation, indirectly, (i) the Employee shall not engagebecome associated with, either directly render services to, invest in, represent, advise or indirectlyotherwise participate in as an officer, employee, director, stockholder, partner, promoter, agent of, consultant for or otherwise, any business which is conducted in any manner or capacity, of the jurisdictions in any which the Company's business or activity is conducted and which is competitive with any the business or activity conducted by the CorporationCompany ; provided, that this Section 8(a)(i) shall not prohibit the Employee from purchasing or owning up to one percent (1%) 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 securities registered under Section 12 of the Securities 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 shall not work for or employany other person or entity, directly the services, retention or indirectly, or cause to be employed by another, employment of any person who was has been an employee, officer principal, partner, stockholder, sales representative, trainee, consultant to or agent of the Corporation or of any of its subsidiaries at any time during a period of twelve (12) months prior to the termination Company within one year of the employment date of the Employee under this Employment Agreement nor shall the Employee form any partnership with, such offer or establish any business venture in cooperation with, any such person which is competitive with any business or activity of the Corporation; (iii) 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 person, partnership, corporation or other entity who purchased goods or services from the Corporation or its subsidiaries within one (1) year before the termination of the employment of the Employee under this Employment Agreement; (iv) the Employee shall not have any material financial interest, or participate as a director, officer, 5% stockholder, partner, employee, consultant or otherwise, in any corporation, partnership or other entity which is competitive with any business or activity conducted by the Corporationsolicitation. (b) The Corporation and Nothing herein contained shall be construed as prohibiting the Employee agree that 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 services recovery of damages from 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 lawEmployee. (c) In The Employee acknowledges that the event that covenants contained in this Section (10) 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 determined 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 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 court one or more of competent jurisdiction the restrictions contained in this Section 8 shall for any reason be held to be unenforceable by reason of its extending for too long a period of time unreasonable with regard to time, duration, geographic scope or over too great a range of activitiesactivity, it the parties contemplate and hereby agree that such restriction shall be interpreted modified and shall be enforced to extend only over the maximum period full extent compatible with applicable law. The parties hereto intend that the covenants contained in this Section 8 shall be deemed a series of time or range 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 activities as 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 which it may be enforceableenforced 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. (a) During Without the term of employment consent in writing of the Employee under this Employment AgreementBoard, and during upon the Executive's Date of Termination for any reason, Executive will not, for a period of one six (16) year after termination of employment of the Employee under this Employment Agreement without regard to the cause of termination of employment and whether consecutive calendar months thereafter, acting alone or not such termination of employment was caused by the Employee in conjunction with others, directly or by the Corporation, indirectly (i) the Employee shall not engageengage (either as owner, either directly investor, partner, stockholder, employer, employee, consultant, advisor or indirectly, in any manner or capacity, director (other than as below)) in any business or activity in the continental United States which is competitive with any a material business or activity conducted by the CorporationCompany or any of its subsidiaries on the date of the consummation of a Change of Control in which he has been directly engaged, or has supervised as an executive, on the date of the consummation of the Change of Control and which is directly in competition with a material business conducted by the Company or any of its subsidiaries on the date of the consummation of the Change of Control; (ii) induce any customers of the Employee shall not work for Company or employany of its subsidiaries with whom Executive has had contacts or relationships, directly or indirectly, during and within the scope of his employment with the Company or cause any of its subsidiaries, to be employed by anothercurtail or cancel their business with such companies or any of them; or (iii) induce, or attempt to influence, any person who was an employee, officer or agent employee of the Corporation Company or of any of its subsidiaries at any time during a period to terminate employment. The provisions of twelve subparagraphs (12) months prior to the termination of the employment of the Employee under this Employment Agreement nor shall the Employee form any partnership withi), or establish any business venture in cooperation with(ii), any such person which is competitive with any business or activity of the Corporation; and (iii) the Employee shall not give, sell or lease any goods or services competitive with the goods or services above are separate and distinct commitments independent of each of the Corporation or its subsidiaries to any person, partnership, corporation or other entity who purchased goods or services from subparagraphs. It is agreed that the Corporation or its subsidiaries within ownership of not more than one (1) year before the termination percent of the employment equity securities of any company having securities listed on an exchange or regularly traded in the Employee under over-the-counter market shall not, of itself, be deemed inconsistent with clause (i) of this Employment Agreement; paragraph (iv) the Employee a), neither shall not have any material financial interest, or participate service (whether as a directoran employee, officer, 5% stockholderdirector or consultant) with respect to CUNO Incorporated, partnernor shall service as a member of a board of directors on which Executive is serving on the Date of Termination (including any successor board thereto) be deemed, employeeof itself, consultant to be inconsistent with clause (i) of this paragraph (a). The Executive and the Company agree that the value to be assigned to the obligations of the Executive under this paragraph (a) is an amount equal to fifty percent (50%) of Executive's Annual Base Salary and Recent Annual Bonus. Violation of Section 11(a) or otherwise, in any corporation, partnership or other entity which is competitive with any business or activity conducted by the Corporation. (b) The Corporation and the Employee agree that the services of the Employee are of a personal, special, unique and extraordinary character, and canshall not be replaced by the Corporation without great difficulty, and that the violation by the Employee of require Executive to return 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 payment 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 benefit previously distributed to being enforced by the Corporation at lawExecutive. (c) In the event that this Section (10) shall be determined by any court of competent jurisdiction to be 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 maximum period of time or range of activities as to which it may be enforceable.

Non-Competition. (a) During Executive recognizes and agrees that Internap has many substantial, legitimate business interests that can be protected only by his agreement not to compete with Internap under certain circumstances. These interests include, without limitation and on a national basis, Internap's contacts and relationships with its clients and active prospects, Internap's reputation and goodwill in the industry, and Internap's rights in its Confidential Information. Therefore, Executive agrees that during the term of his employment of the Employee under this Employment Agreement, with Internap and during for a period of one (1) year after termination of his employment of ends for any reason whatsoever and except as provided in the Employee under this Employment Agreement without regard to the cause of termination of employment and whether paragraph immediately following, he shall not, voluntarily 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 employinvoluntarily, directly or indirectly, on his own behalf or cause to be employed by on the behalf of another, any person who was whether as an employee, officer contractor, consultant, director or agent or in another capacity, engage in the businesses of (i) managed high performance Internet connectivity, (ii) hosting or collocation services, (iii) virtual private network services (iv) content distribution network services or (v) any other line of business in which the company is then engaged for (x) any account that is a customer of Internap or its affiliates unless he is providing substantially different services to any such customer from the services he provided to Internap or (y) any competitor of Internap or its affiliates. If, within one year after commencement of Executive’s employment with the Company, Executive voluntarily terminates such employment or such employment is terminated for any reason by the Company, the non-compete period shall be equal to the number of days that Executive was an employee of the Corporation or Company prior to such termination. Executive also agrees that during the term of any of its subsidiaries at any time during his employment with Internap and for a period of twelve (12) months prior to the termination of the employment of the Employee under this Employment Agreement nor shall the Employee form any partnership with, or establish any business venture in cooperation with, any such person which is competitive with any business or activity of the Corporation; (iii) 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 person, partnership, corporation or other entity who purchased goods or services from the Corporation or its subsidiaries within one (1) year before years after such employment ends for any reason whatsoever, he shall not directly or indirectly employ or seek to employ any person employed by Internap nor directly or indirectly solicit or induce any such person to leave Internap. Executive acknowledges that the termination breach or threatened breach of the employment above noncompetition and/or nondisclosure provisions would cause irreparable injury to Internap that could not be adequately compensated by money damages. Internap may obtain a restraining order and/or injunction prohibiting my breach or threatened breach of the Employee under this Employment Agreement; (iv) the Employee shall not have any material financial interestnoncompetition and/or nondisclosure provisions, or participate as a director, officer, 5% stockholder, partner, employee, consultant or otherwise, in any corporation, partnership or other entity which is competitive with any business or activity conducted by the Corporation. (b) The Corporation and the 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. (c) In the event any other legal or equitable remedies that this Section (10) shall be determined by any court of competent jurisdiction to be 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 maximum period of time or range of activities as to which it may be enforceableavailable. Executive agrees that the above noncompetition provision, including its duration, scope and geographic extent, is fair and reasonably necessary to protect Internap's client relationships, goodwill, Confidential Information and other protectable interests. Provided that Executive has been employed with the Company for at least one year, if Executive wishes to compete with the Company during the one-year period after his termination of employment, Executive will submit a bona fide written offer of employment he has received from a prospective employer to the Company’s Chief Executive Officer and General Counsel, who will analyze such proposed employment in light of the then current facts and circumstances. The Chief Executive Officer may, in his sole and reasonable discretion, provide a written waiver of all or a portion of the non-compete limitations imposed on Executive. If such written waiver is unreasonably withheld, Executive shall remain subject to the non-compete limitations. The non-solicitation obligations set forth above are not subject to the potential waiver described in the preceding sentence and will remain in full force and effect pursuant to its terms. Executive will fully defend, indemnify and hold harmless the Company for any claims brought against it by Executive or third parties as a result of any decision the Company makes not to waive Executive's non-compete obligations.

Non-Competition. (a) During Upon any 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 term Bank is paying Executive benefits under Section 6 of employment of the Employee under this Employment Agreement, and during Executive agrees not to compete with the Bank and/or the Company for a period of one (1) year after following such termination within twenty-five (25) miles of employment any existing branch of the Employee under this Employment Agreement without regard Bank or any subsidiary of the Company or within twenty-five (25) miles of any office for which the Bank, the Company or a Bank subsidiary of the Company has filed an application for regulatory approval to establish an office, determined as of the cause effective date of termination of employment and whether or not such termination of employment was caused termination, except as agreed to pursuant to a resolution duly adopted by the Employee or by the CorporationBoard. Executive agrees that during such period and within said area, (i) the Employee shall not engagecities, either directly or indirectlytowns and counties, 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 Executive shall not work for or employadvise, consult or otherwise serve with, directly or indirectly, any entity whose business materially competes with the depository, lending or cause to be employed by another, any person who was an employee, officer or agent other business activities of the Corporation or Bank and/or the Company. The parties hereto, recognizing that irreparable injury will result to the Bank and/or the Company, its 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, the Bank and/or the Company will be entitled, in addition to any other remedies and damages available, to an 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 its subsidiaries at 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 time during a period of twelve (12) months prior other remedies available to the termination Bank and/or the Company for such breach or threatened breach, including the recovery of the employment of the Employee under this Employment Agreement nor shall the Employee form any partnership with, or establish any business venture in cooperation with, any such person which is competitive with any business or activity of the Corporation; (iii) 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 person, partnership, corporation or other entity who purchased goods or services damages from the Corporation or its subsidiaries within one (1) year before the termination of the employment of the Employee under this Employment Agreement; (iv) the Employee shall not have any material financial interest, or participate as a director, officer, 5% stockholder, partner, employee, consultant or otherwise, in any corporation, partnership or other entity which is competitive with any business or activity conducted by the CorporationExecutive. (b) The Corporation Executive recognizes and the Employee agree acknowledges that the services knowledge of the Employee 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 knowledge of the past, present, planned or considered business activities of the Bank or affiliates thereof to any person, firm, corporation, or other entity for any reason or purpose whatsoever (except for such disclosure as may be required to be provided to any federal banking agency with jurisdiction over the Bank or Executive). Notwithstanding the foregoing, Executive may disclose any knowledge of banking, financial and/or economic principles, concepts or ideas which are not solely and exclusively derived from the business plans and activities of a personal, special, unique and extraordinary characterthe Bank, and cannot be replaced by Executive may disclose any information regarding the Corporation without great difficulty, and that Bank or 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 Company 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. (c) is otherwise publicly available. In the event that of a breach or threatened breach by Executive of the provisions of this Section (10) shall Section, the Bank will be determined by 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 court of competent jurisdiction 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 unenforceable by reason disclosed. Nothing herein will be construed as prohibiting the Bank from pursuing any other remedies available to the Bank for such breach or threatened breach, including the recovery 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 maximum period of time or range of activities as to which it may be enforceabledamages from Executive.

Non-Competition. (a) During the term of employment Except as expressly permitted herein, effective as of the Employee under this Employment AgreementEffective Time Executive agrees that he shall not, and during a period of one (1) year after termination of employment until 11:59 p.m. on the second anniversary 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, Effective time: (i) the Employee shall not engage, either directly or indirectlyindirectly own, engage in, manage, operate, join, control, or participate in the ownership, management, operation, or control of, or be connected as a stockholder, director, officer, employee, agent, partner, joint venturer, member, beneficiary, or otherwise with, any corporation, limited liability company, partnership, sole proprietorship, association, business, trust, or other organization, entity or individual which in any manner way competes with the Company or capacityany of its Subsidiaries in the business of manufacturing, marketing or distributing wood or vinyl windows or doors or vinyl siding or in any other material business activity that the Company or activity which any of its Subsidiaries is competitive with any business or activity conducted by conducting as of the Corporationdate of this Agreement (a "Competing Business") in the United States; (ii) PROVIDED, HOWEVER, that the Employee shall not work for or employExecutive may own, directly or indirectly, securities of any entity traded on any national securities exchange or cause listed on the National Association of Securities Dealers Automated Quotation System that is a Competing Business if Executive does not, directly or indirectly, own 10% or more of any class of equity securities, or securities convertible into or exercisable or exchangeable for 10% or more of any class of equity securities, of such entity; (ii) during the term of non-competition, use Executive's access to, knowledge of, or application of Confidential Information and Trade Secrets to perform any material duty for any Competing Business; it being understood and agreed to that this clause (ii) shall be employed by anotherin addition to and not be construed as a limitation upon the covenants in clause (i) hereof; (iii) directly or indirectly aid, abet, or otherwise assist in a material way any person who was an employeeindividual, officer business, or agent other organization or entity that is a Competing Business in the United States; (iv) directly or indirectly request or advise any present or future customers or suppliers of the Corporation Company or of any of its subsidiaries at Subsidiaries to cancel any time during a period contracts with the Company or any of twelve its Subsidiaries or curtail their dealings with the Company or any of its Subsidiaries; (12v) months prior directly or indirectly request or advise any present or future service provider or financial resource of the Company or any of its Subsidiaries to withdraw, curtail, or cancel the furnishing of such service or resource to the termination Company or any of its Subsidiaries; or (vi) directly or indirectly hire, attempt to hire, or contact or solicit with respect to hiring any then significant employee of the employment Company or any of its Subsidiaries, or otherwise induce or attempt to influence any employee of the Employee under this Employment Agreement nor shall the Employee form any partnership with, Company to terminate his or establish any business venture in cooperation with, any such person which is competitive with any business or activity of the Corporation; (iii) 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 person, partnership, corporation or other entity who purchased goods or services from the Corporation or its subsidiaries within one (1) year before the termination of the employment of the Employee under this Employment Agreement; (iv) the Employee shall not have any material financial interest, or participate as a director, officer, 5% stockholder, partner, employee, consultant or otherwise, in any corporation, partnership or other entity which is competitive with any business or activity conducted by the Corporationher employment. (b) The Corporation and the 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. (c) In the event that this Section (10) shall be determined by any court of competent jurisdiction to be 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 maximum period of time or range of activities as to which it may be enforceable.

Non-Competition. (a) During 4.1 Employee acknowledges and recognizes the term of employment highly competitive nature of the Employee under this business of Employer and its affiliates and accordingly agrees as follows: during the Employment Agreement, Term and during a period of until the date that is one (1) year after termination the date that Employee ceases employment with Employer (such term period hereinafter referred to as the "Noncompetition Period"), Employee will not, within the United States 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 employAmerica, directly or indirectly, own, manage, operate, control, be employed by or cause be connected in any 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 who was employed by Employer or any of its affiliates unless such person shall have ceased to be employed by another, any person who was an employee, officer Employer or agent of the Corporation or of any of its subsidiaries at any time during affiliates for a period of twelve (12) months prior to the termination of the employment of the Employee under this Employment Agreement nor shall the Employee form any partnership with, or establish any business venture in cooperation with, any such person which is competitive with any business or activity of the Corporation; (iii) the Employee shall not give, sell or lease any goods or services competitive with the goods or services of the Corporation or its subsidiaries at least 12 months. 4.3 In addition to any personpayments Employer is required to make pursuant to Section 7 hereof, partnership, corporation or other entity who purchased goods or services from the Corporation or its subsidiaries within one (1) year before the termination of the employment of the Employer and Employee under this Employment Agreement; (iv) the Employee shall not have any material financial interest, or participate as a director, officer, 5% stockholder, partner, employee, consultant or otherwisehereby agree that Employer may, in any corporationits sole discretion, partnership or other entity which is competitive with any business or activity conducted by continue to pay to Employee his Base Salary during the Corporation. (b) The Corporation and the Noncompetition Period. During such period of continued payment, if any, 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. (c) In the event that this Section (10) shall be determined by any court of competent jurisdiction agrees to be unenforceable by reason of its extending for too long a period of time or over too great a range of activitiesavailable, it shall be interpreted consistent with other responsibilities that he may then have, to extend only over the maximum period of time or range of activities as answer questions and provide advice to which it may be enforceableEmployer.

Non-Competition. (a) During The Employee agrees that his services to the term Company are of employment 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 under this Employment Agreementagrees 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 a the period of the Employee’s employment hereunder and for the period of: (a) one (1) year after termination immediately following the expiration 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 prior to the termination of his employment hereunder for cause under Paragraph 6(a) of this Agreement; or (b) the employment remainder of the Employee under Initial Term of this Employment Agreement nor shall the Employee form any partnership with, or establish any business venture in cooperation with, any such person which is competitive with any business or activity of the Corporation; (iii) 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 person, partnership, corporation or other entity who purchased goods or services from the Corporation or its subsidiaries within plus one (1) year before upon the voluntary termination of this Agreement by Employee pursuant to Paragraph 6(b), he 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 employment 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 Employee under this Employment AgreementIntegrated 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 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) the Employee shall not have (whether alone or as a partner or joint venturer with any material financial interestother person or entity, or participate as a director, officer, 5% stockholder, partnershareholder, employee, consultant or otherwise, in agent of any corporation, partnership corporation or other entity which company or as a trustee of any trust): (a) employ or retain any individual who is competitive with any business or activity conducted by was an employee or officer of the Corporation.Integrated Companies during the twelve (12) month period immediately preceding the date hereof; or (b) The Corporation and contact, solicit or assist in the 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 solicitation of any individual described in subparagraph (a) above for the purpose of employing him or obtaining his agreements under this Section (10) would damage services for hire or otherwise causing him to leave his employment or engagement with 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 lawCompany. (c) In the event that this Section (10) shall be determined by any court of competent jurisdiction to be 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 maximum period of time or range of activities as to which it may be enforceable.

Non-Competition. (a) During Executive acknowledges that his employment with the term Company has in the past and will, of necessity, provide him with specialized knowledge which, if used in competition with the Company could cause serious harm to the Company. Accordingly, the Executive agrees that during his employment of with the Employee under this Employment Agreement, Company and during for a period of one (1) year after termination of he is no longer employed by the Company (unless his employment is terminated after a Change in Control, in which event there will be no covenant not to compete and the provisions of the Employee under this Employment Agreement without regard covenant not to compete herein contained will terminate on the cause date of termination of employment and whether or not such termination of employment was caused by the Employee or by the Corporation, (iExecutive) 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 employExecutive will not, directly or indirectly, or cause either as an individual, proprietor, stockholder {other than as a holder of up to be employed by another, any person who was an employee, officer or agent one percent (1%) of the Corporation outstanding shares of a corporation whose shares are listed on a stock exchange or of any of its subsidiaries at any time during a period of twelve (12) months prior to traded in accordance with the termination automated quotation system of the employment National Association of the Employee under this Employment Agreement nor shall the Employee form Securities Dealers}, partner, officer, employee or otherwise: a. work for, become an employee of, invest in, provide consulting services or in any partnership with, or establish way engage in any business venture in cooperation withwhich provides, any such person which is competitive with any business produces, leases or activity of the Corporation; (iii) the Employee shall not give, sell or lease any goods or services competitive with the goods sells products or services of the Corporation same or its subsidiaries similar type provided, produced, leased or sold by the Company and with regard to any personwhich Executive was engaged, partnershipor over which Executive had direct or indirect supervision or control, corporation or other entity who purchased goods or services from the Corporation or its subsidiaries within one (1) year before preceding the Executive's termination of employment, in any area where the Company provided, produced, leased or sold such products or services at any time during the one (1) year preceding such termination of employment; or b. provide, sell, offer to sell, lease, offer to lease, or solicit any orders for any products or services which the Company provided and with regard to which the Executive had direct or indirect supervision or control, within one (1) year preceding Executive's termination of employment, to or from any person, firm or entity which was a customer for such products or services of the Company during the one (1) year preceding such termination from whom the Company had solicited business during such one (1) year; or c. solicit, aid, counsel or encourage any officer, director, employee or other individual to (i) leave his or her employment or position with the Company or (ii) compete with the business of the Company, or (iii) violate the terms of any employment, non-competition or similar agreement with the Company; or d. employ, directly or indirectly; permit the employment of the Employee under this Employment Agreementof; (iv) the Employee shall not have any material financial interest, contract for services or participate as a director, officer, 5% stockholder, partner, employee, consultant work to be performed by; or otherwise, in any corporationuse, partnership utilize or other entity which is competitive with any business or activity conducted by the Corporation. (b) The Corporation and the Employee agree that benefit from the services of any officer, director, employee or any other individual holding a position with the Employee are Company within two (2) years after the Date of a personalTermination of employment of Executive with the Company or within two (2) years after such officer, specialdirector, unique and extraordinary characteremployee or individual terminated employment with the Company, 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 lawwhichever occurs earlier. (c) In the event that this Section (10) shall be determined by any court of competent jurisdiction to be 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 maximum period of time or range of activities as to which it may be enforceable.

Non-Competition. (a) During the term of employment of the Employee under this Employment Agreement, and agrees that at all times 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 Employee’s employment and for the periods set forth below following the conclusion of Employee’s employment from the Company or its successor for any reason, whether or not such termination of employment was caused Termination is by the Employee Company or by the CorporationEmployee, (i) the Employee shall not engageshall: i. Not, 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 without prior express written consent of the Corporation Board, compete with the Company or of any of its subsidiaries or affiliates in any lines of business 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, from or while located at any time during place of business within the State of Maryland or the Commonwealth of Virginia or otherwise within a period one hundred mile radius of twelve (12) months prior to the termination any office of the employment Company, its subsidiaries or affiliates, whether as an employee, partner, member, consultant, officer, director, sole proprietor, independent contractor or agent of any person or entity. Nothing herein shall prohibit the Executive from being a passive owner of not more than five percent (5%) of the Employee under this Employment Agreement nor shall outstanding securities of any publicly traded company or mutual fund that constitutes a Competing Company, so long as the Employee form any partnership with, or establish any Executive has no active participation in the business venture in cooperation with, any of such person which is competitive with any business or activity of the Corporation; (iii) 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 company and ii. Not solicit any person, government branch, office, agency or department, business enterprise, corporation, company, partnership, corporation or other entity who purchased goods or services from the Corporation or its subsidiaries within one (1) year before the termination of the employment of the Employee under this Employment Agreement; (iv) the Employee shall not have any material financial interest, or participate as a director, officer, 5% stockholder, partner, employee, consultant or otherwise, in any corporation, partnership proprietorship or other entity which is competitive 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 sell, offer to sell, provide or offer to provide any business goods or activity conducted by services that directly compete with the Corporation.Company, its subsidiaries or affiliates; and (b) The Corporation and the Employee agree that the services iii. Not solicit, offer to hire or to retain any person who is or was an employee, consultant, independent contractor, officer or director of the 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 are of a personalacts in the capacity as an employee, specialagent, unique and extraordinary character, and cannot be replaced by the Corporation without great difficulty, and that the violation by the Employee director or officer 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 other person 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 entity or restraining order in addition to being enforced by the Corporation at lawon his/her own behalf. (c) In the event that this Section (10) shall be determined by any court of competent jurisdiction to be 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 maximum period of time or range of activities as to which it may be enforceable.

Non-Competition. (a) During Employee agrees that for so long as he is employed by the term of employment of the Employee Company under this Employment Agreement, Agreement and during a period of for one (1) year after termination of employment of thereafter, the Employee under will not: A. enter into the employ of or render any services to any person, firm, or corporation, which is engaged, in any part, in a Competitive Business (as defined below); B. engage in any directly Competitive Business for his own account; C. become associated with or interested in through retention or by employment any Competitive Business as an individual, partner, shareholder, creditor, director, officer, principal, agent, employee, trustee, consultant, advisor, or in any other relationship or capacity; or D. solicit, interfere with, or endeavor to entice away from the Company, any of its customers, strategic partners, or sources of supply. Nothing in this Employment Agreement without regard to shall preclude Employee from taking employment in the cause banking or related financial services industries nor from investing his personal assets in the securities or any Competitive Business if such securities are traded on a national stock exchange or in the over-the-counter market and if such investment does not result in his beneficially owning, at any time, more than one percent (1%) of termination the publicly-traded equity securities of employment and whether or not such termination Competitive Business. “Competitive Business” for purposes of employment was caused by the Employee or by the Corporation, (i) the Employee this Employment Agreement shall not engage, either directly or indirectly, in any manner or capacity, in mean any business or activity which enterprise which: a. is competitive with any business or activity conducted by engaged in the Corporation; (ii) the Employee shall not work development and/or commercialization of products and/or systems for or employuse in intraoperative detection of cancer, directly or indirectly, or cause or b. reasonably understood to be employed by anothercompetitive in the relevant market with products and/or systems described in clause a above, any person who was an employee, officer or agent or c. the Company engages in during the Term of this Employment Agreement pursuant to a determination of the Corporation Board of Directors and from which the Company derives a material amount of revenue or in which the Company has made a material capital investment. The covenant set forth in this Section 6 shall terminate immediately upon the substantial completion of any the liquidation of its subsidiaries at any time during a period assets of twelve (12) months prior to the Company or the termination of the employment of the Employee under this Employment Agreement nor shall by the Employee form any partnership with, Company without cause or establish any business venture in cooperation with, any such person which is competitive with any business or activity at the end of the Corporation; (iii) the Employee shall not give, sell or lease any goods or services competitive with the goods or services Term of the Corporation or its subsidiaries to any person, partnership, corporation or other entity who purchased goods or services from the Corporation or its subsidiaries within one (1) year before the termination of the employment of the Employee under this Employment Agreement; (iv) the Employee shall not have any material financial interest, or participate as a director, officer, 5% stockholder, partner, employee, consultant or otherwise, in any corporation, partnership or other entity which is competitive with any business or activity conducted by the Corporation. (b) The Corporation and the 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. (c) In the event that this Section (10) shall be determined by any court of competent jurisdiction to be 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 maximum period of time or range of activities as to which it may be enforceable.

Non-Competition. (a) During the term of employment of the Employee under this Employment AgreementAgreement and for any period during which Officer is receiving periodic severance payments pursuant to Section 4.2, and during or for a period of one year following a Termination Upon a Change in Control, so long as the payments provided for in Section 4.1 are made on a timely basis: (1a) year after termination Officer shall not, without the prior written consent 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 own, manage, operate, control, be employed by anotherconnected with as an officer, 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 prior to the termination of the employment of the Employee under this Employment Agreement nor shall the Employee form any partnership with, or establish any business venture in cooperation with, any such person which is competitive with any business or activity of the Corporation; (iii) 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 person, partnership, corporation or other entity who purchased goods or services from the Corporation or its subsidiaries within one (1) year before the termination of the employment of the Employee under this Employment Agreement; (iv) the Employee shall not have any material financial interest, or participate as a director, officer, 5% stockholder, partner, employee, consultant or otherwise, or otherwise engage or participate in any corporation, partnership 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 competitive with any business regularly traded on a national securities exchange or activity conducted by in the Corporationover-the-counter market shall not be a violation of the foregoing covenant. (b) The Corporation Simultaneously with the Effective Date and the Employee agree that the services upon each anniversary of the Employee are of a personalEffective Date, special, unique and extraordinary character, and cannot be replaced by Officer shall notify 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 Chairman 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 Compensation Committee of the Employee nature and extent of Officer’s investments, stock holdings, employment as an employee, director, or any similar interest in any business or enterprise other than Corporation; provided, however, that Officer shall have no obligation to disclose any investment under this Section (10) may be enforced by $100,000 in value or any holdings of publicly traded securities which are not in excess of one percent of the Corporation in equity by an injunction or restraining order in addition to being enforced by the Corporation at lawoutstanding class of such securities. (c) In 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 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 that this Section (10) shall be determined by any a court of competent jurisdiction to be unenforceable by reason shall determine that the geographical or durational elements of its extending for too long a period this covenant are unenforceable, such determination shall not render the entire covenant unenforceable. Rather, the excessive aspects of time or over too great a range of activities, it the covenant shall be interpreted reduced to extend only over the maximum period of time or range of activities as to threshold which it may is enforceable, and the remaining aspects shall not be enforceableaffected thereby.

Non-Competition. The Employee agrees that, during his employment by the Employer hereunder and for an additional period of six (a6) During months after the term of employment termination of the Employee under this Employment AgreementEmployee’s employment hereunder for any reason, and during 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 of one shall instead be the twelve (112) year month period after the termination of employment of the Employee’s employment, neither the Employee under this Employment Agreement without regard to the cause of termination of employment and whether nor any corporation or not such termination of employment was caused by other entity in which the Employee may be interested as a partner, trustee, director, officer, employee, agent, shareholder, lender of money or by the Corporationguarantor, or for which he performs services in any capacity (iincluding as a consultant or independent contractor) the Employee shall not engageat any time during such period be engaged, either directly or indirectly, in any manner or capacity, in any business or activity which Competitive Business (as that term is competitive with any business or activity conducted by the Corporation; (ii) the hereinafter defined). The Employee shall not work for solicit or, if the Employee owns or employhas 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, or cause to be any person that was employed by anotherEmployer 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, any person who was an employeerole, officer or agent 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 Corporation Employee’s termination of employment with the Employer or of any of its subsidiaries at any time during in a period of business area planned in writing by the Employer before the Termination Date for entry within twelve (12) months prior to 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 under this Employment Agreement nor shall Employee, after termination of employment with the Employee form Employer, by any partnership withfirm, company, or establish any business venture organization engaged in cooperation with, a Competitive Business as long as the activities of any such person which is competitive with any business employment or activity of the Corporation; (iii) 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 person, partnership, corporation or other entity who purchased goods or services from the Corporation or its subsidiaries within one (1) year before the termination of the employment of the Employee under this Employment Agreement; (iv) the Employee shall not have any material financial interest, or participate as a director, officer, 5% stockholder, partner, employee, consultant or otherwiseengagement, in any corporationcapacity, partnership do not involve work on matters related to any business, product or other entity which is competitive with any business service being developed, manufactured, marketed, distributed or activity conducted planned in writing by the Corporation. (b) The Corporation and Employer at the Employee agree that the services time of the Employee are Employee’s termination of employment with the Employer. The Employee’s ownership of no more than one percent (1%) of the outstanding voting stock of a personal, special, unique and extraordinary character, and canpublicly traded company shall not be replaced by the Corporation without great difficulty, and that the constitute a violation by the Employee of any of his agreements under this Section (10) would damage the goodwill 5(b). The Employee is entering into this covenant not to compete in consideration 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 Employer in this Agreement, including but not limited to, the agreement of the Employer to pay severance to the Employee under this upon a termination of employment pursuant to Section (104(d) may be enforced by hereof and the Corporation agreement of the Employer to accelerate the vesting of the Employee’s stock options and other equity-based awards upon a Change of Control in equity by an injunction or restraining order in addition to being enforced by accordance with the Corporation at lawterms of Section 4(d). (c) In the event that this Section (10) shall be determined by any court of competent jurisdiction to be 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 maximum period of time or range of activities as to which it may be enforceable.

Non-Competition. (a) During The Company agrees to provide Employee with Confidential Information which, if disclosed, would assist in competition against the term of employment Company and that the Employee will also generate goodwill for the Company in the course of the Employee’s employment. Therefore, the Employee under this Employment Agreementagrees that the following restrictions on the Employee’s activities during and after the Employee’s employment are necessary to protect the goodwill, Confidential Information and during a period of one (1) year after termination of employment other legitimate interests 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, Company: (i) While the Employee is employed by the Company 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 employnot, directly or indirectly, or cause to be employed by anotherwhether as owner, any person who was an partner, investor, consultant, agent, employee, officer co-venturer or agent otherwise (collectively, a “Competitive Role”), actively compete with the Company or any of its subsidiaries or undertake any planning for 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 Employee’s resignation of employment or during six (6) months following an involuntary termination of the Corporation Employee’s employment without Cause, the Employee will not, directly or through any other Person, (A) hire any employee of the Company or any of its subsidiaries or seek to persuade any employee of the Company or any of its subsidiaries to discontinue employment, (B) solicit or encourage any customer of the Company or any of its subsidiaries or independent contractor providing services to the Company or any of its subsidiaries to terminate or diminish its relationship with them or (C) seek to persuade any customer or active prospective customer of the Company or any of its subsidiaries to conduct with anyone else any business or activity that such customer or prospective customer conducts or could reasonably be expected to conduct with the Company or any of its subsidiaries at any time during a period of twelve (12) months prior to the termination of the employment of the Employee under this Employment Agreement nor shall the Employee form any partnership with, or establish any business venture in cooperation with, any such person which is competitive with any business or activity of the Corporation; (iii) 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 person, partnership, corporation or other entity who purchased goods or services from the Corporation or its subsidiaries within one (1) year before the termination of the employment of the Employee under this Employment Agreement; (iv) the Employee shall not have any material financial interest, or participate as a director, officer, 5% stockholder, partner, employee, consultant or otherwise, in any corporation, partnership or other entity which is competitive with any business or activity conducted by the Corporationthat time. (b) The Corporation and the 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. (c) In the event that this Section (10) shall be determined by any court of competent jurisdiction to be 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 maximum period of time or range of activities as to which it may be enforceable.

Non-Competition. (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; The Executive acknowledges that (iiA) 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 prior to the termination of the employment of the Employee under this Employment Agreement nor shall the Employee form any partnership with, or establish any business venture in cooperation with, any such person which is competitive with any business or activity of the Corporation; (iii) the Employee shall not give, sell or lease any goods or Executive’s services competitive with the goods or services of the Corporation or its subsidiaries to any person, partnership, corporation or other entity who purchased goods or services from the Corporation or its subsidiaries within one (1) year before the termination of the employment of the Employee under this Employment Agreement; (iv) the Employee shall not have any material financial interest, or participate as a director, officer, 5% stockholder, partner, employee, consultant or otherwise, in any corporation, partnership or other entity which is competitive with any business or activity conducted by the Corporation. (b) The Corporation and the Employee agree that the services of the Employee are of a personal, special, unique and extraordinary character, value to the Company Group and cannot be replaced by (B) the Corporation without great difficulty, 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 the violation by Company Group would be irreparably damaged if the Employee of any of his agreements under this Section (10Executive were to not devote the Executive’s reasonable best efforts, attention and energies during normal working time to the business(es) would damage the goodwill of the Corporation and cause Company Group during the Corporation irreparable harm Employment Term, or were to provide services to any business (whether a corporation or a division of a corporation or similar business unit) which could not reasonably or adequately be compensated in damages in an action at law, and that the agreements competes with any member 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 lawCompany Group. (cii) In The Executive agrees that, during the event that this Section (10) shall be determined by any court of competent jurisdiction to be unenforceable by reason of its extending Employment Term, and for too long a period of time 24 months after the date of termination of employment (together, the “Restricted Period”), the Executive will not conduct, engage or over too great a range participate in (i) the sale, manufacture, assembly, production, design, repair or refurbishment of activitiesoil and gas rig parts or (ii) any other business conducted or carried on by the Company during the twelve month period prior to the date of the Executive’s termination (the activities in (i) and (ii), it the “Company Business”) in any capacity. For purposes of this paragraph, oil and gas rig parts shall include, but not be interpreted limited to: complete drilling rig packages and any other component part designed, engineered, manufactured, produced or fabricated by the Company prior to extend only over the maximum period 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 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 time this paragraph unless they compete with similar products and services offered by the Company or range of activities as to which it may be enforceableare developed or acquired by the Company during the Executive’s employment with the Company.

Non-Competition. (aA) During You acknowledge that 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 Xxxx to enter into this Agreement and to pay to you the compensation referred to above and other consideration provided, you covenant and agree that, during the term of your employment of the Employee under this Employment Agreement, by Xxxx and during for a period of one (1) year after termination of such 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 Corporationfor any reason whatsoever, (i) the Employee shall not engageyou will not, either directly or indirectly, (a) engage or become interested, as owner, employee, consultant, partner, through stock ownership (except ownership of less than five percent of 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 manner type of business or capacity, enterprise engaged in any business or activity which is competitive with any business of Xxxx (a “Competitive Business”), (b) solicit or activity conducted by the Corporation; (ii) the Employee shall not work accept orders from any current or past customer of Nabi for products or employ, directly services offered or indirectlysold by, or cause competitive with products or services offered or sold by, Nabi, (c) induce or attempt to be employed by anotherinduce any such customer to reduce such customer’s purchase of products or services from Nabi, any person who was an employee, officer (d) disclose or agent of use for the Corporation or benefit of any Competitive Business the name and/or requirements of its subsidiaries at any time during a period such customer or (e) solicit any of twelve (12) months prior Xxxx’s employees to leave the termination employ of Xxxx or hire or negotiate for the employment of the Employee under this Employment Agreement nor shall the Employee form any partnership withemployee of Nabi. By way of clarification, or establish a “Competitive Business” is not any business venture or enterprise in cooperation with, any such person which the health care industry; it is only a business or enterprise in the health care industry that is competitive with any business of Xxxx. Notwithstanding the foregoing, nothing contained in this Section 10A shall be deemed to prohibit you from being employed by or activity providing services to a Competitive Business following a “Change of Control” (as defined in the Corporation; (iiiChange of Control Agreement) and termination of your employment if the Employee shall not give, sell or lease any goods nature of such employment or services competitive with the goods or services of the Corporation or its subsidiaries to any person, partnership, corporation or other entity who purchased goods or services from the Corporation or its subsidiaries within one (1) year before the termination of the employment of the Employee under this Employment Agreement; (iv) the Employee shall do not have any material financial interest, or participate as a director, officer, 5% stockholder, partner, employee, consultant or otherwise, in any corporation, partnership or other entity which is competitive compete with any business or activity conducted engaged in by Xxxx immediately prior to the CorporationChange in Control. (bB) The Corporation You have carefully read and considered the Employee provisions of this Section and Section 9 and having done so, agree that the services 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 Employee are interest of a personalXxxx, specialits officers, unique and extraordinary characterdirectors, and cannot other employees. You acknowledge that upon termination of this Agreement for any reason, it may be replaced by the Corporation without great difficultynecessary for you to relocate to another area, and you agree that this restriction is fair and reasonable and is reasonably required for the violation by the Employee of any of his agreements under this Section (10) would damage the goodwill protection of the Corporation and cause the Corporation irreparable harm which could not reasonably or adequately be compensated in damages in an action at lawinterests of Xxxx, their officers, directors, 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 lawother employees. (cC) In the event that that, notwithstanding the foregoing, any of the provisions of this Section (10) or Section 9 shall be determined held to be invalid or unenforceable, the 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 this 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, said time period and/or areas of restriction shall be deemed to become, 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 10 may be specifically enforced by injunction or similar remedy in any court of competent jurisdiction to be unenforceable by reason of its extending without affecting any claim for too long a period of time or over too great a range of activities, it shall be interpreted to extend only over the maximum period of time or range of activities as to which it may be enforceabledamages.

Non-Competition. The Employee acknowledges that the Employee (a) During will perform services of a unique nature for the term Company Group that are irreplaceable, and that the Employee’s performance of employment such services to a competing business will result in irreparable harm to the Company Group, (b) will have access to Confidential Information which, if disclosed, would unfairly and inappropriately assist in competition against the Company Group, (c) would inevitably use or disclose such Confidential Information in the course of the Employee under this Employment AgreementEmployee’s employment by a competitor, (d) will have access to the customers of the Company Group, (e) will receive specialized training from the Company Group, and (f) will generate goodwill for the Company Group in the course of the Employee’s employment. Accordingly, during the Employment Term and for a period of one (1) year after termination of employment of 12 months immediately thereafter, 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 agrees that the Employee or by the Corporationwill not, (i) the Employee shall not engage, either directly or indirectly, other than through the Company, engage or participate (or prepare to engage or participate), in any manner manner, whether directly or indirectly through an employee, employer, consultant, agent, principal, partner, more than 1% shareholder, officer, director, licensor, lender, lessor or in any other individual or representative capacity, in any business or activity which is competitive in competition with the business of the Company Group in the leasing, acquiring, exploring or producing hydrocarbons and related products within the boundaries of, or within a ten-mile radius of the boundaries of, any business mineral property interest of any member of the Company Group (including, without limitation, a mineral lease, overriding royalty interest, production payment, net profits interest, mineral fee interest or activity conducted option or right to acquire any of the foregoing, or an area of mutual interest as designated pursuant to contractual agreements between any member of the Company Group and any third party), or any other property on which any of the Company Group has an option, right, license or authority to conduct or direct exploratory activities, such as three-dimensional seismic acquisition or other seismic, geophysical and geochemical activities (but not including any preliminary geological mapping), provided that the foregoing will not restrict the Employee from obtaining post-termination employment with an entity that only has de minimis operations in the restricted territory (as determined by the CorporationBoard in good faith); provided that, this Section 7.4 will not preclude the Employee from making passive investments in securities of oil and gas companies which are registered on a national stock exchange, if (i) the aggregate amount owned by the Employee and Employee’s spouse and children, if any, does not exceed 1% of such company’s outstanding securities, and (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 prior to the termination of the employment of the Employee under this Employment Agreement nor shall the Employee form any partnership with, or establish any business venture aggregate amount invested in cooperation with, any such person which is competitive with any business or activity of the Corporation; (iii) 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 person, partnership, corporation or other entity who purchased goods or services from the Corporation or its subsidiaries within one (1) year before the termination of the employment of the Employee under this Employment Agreement; (iv) the Employee shall not have any material financial interest, or participate as a director, officer, 5% stockholder, partner, employee, consultant or otherwise, in any corporation, partnership or other entity which is competitive with any business or activity conducted by the Corporation. (b) The Corporation and the 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 investments 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 Employee’s spouse and children does 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 lawexceed $1,000,000. (c) In the event that this Section (10) shall be determined by any court of competent jurisdiction to be 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 maximum period of time or range of activities as to which it may be enforceable.

Non-Competition. (a) During 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 term Company is paying Executive benefits under Section 6 of employment of the Employee under this Employment Agreement, and during Executive agrees not to compete with the Bank and/or the Company for a period of one (1) year after following such termination within twenty-five (25) miles of employment any existing branch of the Employee under this Employment Agreement without regard Bank or any subsidiary of the Company or within twenty-five (25) miles of any office for which the Bank, the Company or a Bank subsidiary of the Company has filed an application for regulatory approval to establish an office, determined as of the cause effective date of termination of employment and whether or not such termination of employment was caused termination, except as agreed to pursuant to a resolution duly adopted by the Employee or by the CorporationBoard. Executive agrees that during such period and within said area, (i) the Employee shall not engagecities, either directly or indirectlytowns and counties, 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 Executive shall not work for or employadvise, consult or otherwise serve with, directly or indirectly, any entity whose business materially competes with the depository, lending or cause to be employed by another, any person who was an employee, officer or agent other business activities of the Corporation or Bank and/or the Company. The parties hereto, recognizing that irreparable injury will result to the Bank and/or the Company, its 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, the Bank and/or the Company will be entitled, in addition to any other remedies and damages available, to an 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 its subsidiaries at 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 time during a period of twelve (12) months prior other remedies available to the termination Bank and/or the Company for such breach or threatened breach, including the recovery of the employment of the Employee under this Employment Agreement nor shall the Employee form any partnership with, or establish any business venture in cooperation with, any such person which is competitive with any business or activity of the Corporation; (iii) 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 person, partnership, corporation or other entity who purchased goods or services damages from the Corporation or its subsidiaries within one (1) year before the termination of the employment of the Employee under this Employment Agreement; (iv) the Employee shall not have any material financial interest, or participate as a director, officer, 5% stockholder, partner, employee, consultant or otherwise, in any corporation, partnership or other entity which is competitive with any business or activity conducted by the CorporationExecutive. (b) The Corporation Executive recognizes and the Employee agree acknowledges that the services knowledge of the Employee 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 knowledge of the past, present, planned or considered business activities of the Company or affiliates thereof to any person, firm, corporation, or other entity for any reason or purpose whatsoever (except for such disclosure as may be required to be provided to any federal banking agency with jurisdiction over the Company or Executive). Notwithstanding the foregoing, Executive may disclose any knowledge of banking, financial and/or economic principles, concepts or ideas which are not solely and exclusively derived from the business plans and activities of a personal, special, unique and extraordinary characterthe Company, and cannot be replaced by Executive may disclose any information regarding the Corporation without great difficulty, and that Bank or 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 Company 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. (c) is otherwise publicly available. In the event that of a breach or threatened breach by Executive of the provisions of this Section (10) shall Section, the Company will be determined by 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 court of competent jurisdiction 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 unenforceable by reason disclosed. Nothing herein will be construed as prohibiting the Company from pursuing any other remedies available to the Company for such breach or threatened breach, including the recovery 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 maximum period of time or range of activities as to which it may be enforceabledamages from Executive.

Non-Competition. (a) During Subject to the term of employment of limitations set forth in Sections 8(b) and 8(d), the Employee under this Employment AgreementExecutive will not, and during for a period of one four (14) year after termination of employment of years following 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 CorporationClosing Date, (i) the Employee shall not engage, either directly or indirectly, in for 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 employreason whatsoever, directly or indirectly, for himself or cause to be employed by another, any person who was an employee, officer on behalf of or agent of the Corporation or of any of its subsidiaries at any time during a period of twelve (12) months prior to the termination of the employment of the Employee under this Employment Agreement nor shall the Employee form any partnership with, or establish any business venture in cooperation with, any such person which is competitive conjunction with any business or activity of the Corporation; (iii) the Employee shall not giveother person, sell or lease any goods or services competitive with the goods or services of the Corporation or its subsidiaries to any personcompany, partnership, corporation or other entity who purchased goods business of whatever nature; (i) engage, as an officer, director, shareholder, owner, partner, joint venturer, or in a managerial capacity, whether as an employee, independent contractor, consultant or advisor, or as a sales representative, in any business selling any products or services in direct competition with the Company or any of the subsidiaries thereof, within 100 miles of where MST or any of the Other Founding Companies (as defined in the Merger Agreement) conducted business prior to the effectiveness of the merger (the "Territory"); (ii) call upon any person who is, at that time, within the Territory, an employee of the Company (including the subsidiaries thereof) in a sales representative or managerial capacity for the purpose or with the intent of enticing such employee away from or out of the Corporation employ of the Company (including the subsidiaries thereof), provided that the Executive shall be permitted to call upon and hire any member of his or its subsidiaries her immediate family; (iii) call upon any person or entity which is, at that time, or which has been, within one (1) year before prior to the termination Closing Date, a customer of the employment Company (including the subsidiaries thereof), of MST or of any of the Employee under this Employment Agreement; Other Founding Companies within the Territory for the purpose of soliciting or selling products or services in direct competition with the Company within the Territory; (iv) call upon any prospective acquisition candidate, on the Employee shall not have Executive's own behalf or on behalf of any material financial interestcompetitor in similar or incidental businesses or activities described in the Registration Statement (as defined in the Merger Agreement), which candidate, to the actual knowledge of the Executive after due inquiry, was called upon by the Company (including the subsidiaries thereof) or participate as a directorfor which, officerto the actual knowledge of the Executive after due inquiry, 5% stockholderthe Company (or any subsidiary thereof) made an acquisition analysis, partnerfor the purpose of acquiring such entity; or (v) disclose customers, employeewhether in existence or proposed, consultant of MST to any person, firm, partnership, corporation or otherwisebusiness for any reason or purpose whatsoever except to the extent that MST has in the past disclosed such information to the public for valid business reasons or disclosure is specifically required by law; provided, however, in the event disclosure is required by law, the Executive shall provide the Company with prompt notice of such requirement prior to making any corporation, partnership or other entity which is competitive with any business or activity conducted by the Corporation. (b) The Corporation and the Employee agree disclosure so that the services of the Employee are of Company may seek 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 lawprotective order. (c) In the event that this Section (10) shall be determined by any court of competent jurisdiction to be 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 maximum period of time or range of activities as to which it may be enforceable.

Non-Competition. (a) During the term of employment In view of the Employee under this Employment Agreementunique and valuable services expected to be rendered by Executive 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 during a the period of one (1) year after termination of his 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 Company and the Corporation, greater of (i) one year following his employment with the Employee shall not engage, either directly Company 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 Severance Period (the “Non-Competition Period”), Executive shall not work not, whether for compensation or employwithout compensation, directly or indirectly, or cause to be employed by anotheras an owner, 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 prior to the termination of the employment of the Employee under this Employment Agreement nor shall the Employee form any partnership with, or establish any business venture in cooperation with, any such person which is competitive with any business or activity of the Corporation; (iii) 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 person, partnership, corporation or other entity who purchased goods or services from the Corporation or its subsidiaries within one (1) year before the termination of the employment of the Employee under this Employment Agreement; (iv) the Employee shall not have any material financial interest, or participate as a director, officer, 5% stockholderprincipal, partner, employeemember, consultant shareholder, independent contractor, consultant, joint venturer, investor, licensor, lender or otherwise, in any corporationother capacity whatsoever, partnership 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 entity primarily engaged in the retail grocery business anywhere in the northeastern United States and in any other area where the Company is doing business or into which is competitive 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 of up to one percent (1%) of the shares of any 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 business member of the Fairway Group or activity conducted 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 CorporationCompany 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) The Corporation and During the Employee agree that the services Non-Competition Period: (i) Executive shall not make any oral or written statements, either directly or through other persons or entities, which are disparaging to any member of the Employee Fairway Group or any of its affiliates, management, 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 a violation of this Section 9(b) for Executive or the Fairway Group to (i) make truthful statements when required by order of a personalcourt or other body having jurisdiction, specialany governmental investigation or inquiry by a governmental entity, unique and extraordinary charactersubpoena, and cannot court order, compulsory legal process, or as otherwise may be replaced 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 Corporation without great difficultyCompany, and that the violation (iv) rebut inaccurate statements made by the Employee of any of other party or (v) for either party to make truthful statements to enforce his agreements or its rights 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 lawAgreement. (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 that this Section (10) shall any such territorial or time limitation is deemed to be determined unreasonable by any a court of competent jurisdiction jurisdiction, Executive agrees to be unenforceable 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 reason Executive against the Company or any other member of its extending for too long the Fairway Group shall not constitute a period defense to the enforcement by the Fairway Group of time the foregoing restrictive covenants, but such claim or over too great a range cause of activities, it action shall be interpreted to extend only over the maximum period of time or range of activities as to which it may be enforceablelitigated separately.

Non-Competition. (a) During the term of employment In view of the Employee under this Employment Agreementunique and valuable services expected to be rendered by Executive 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 during a the period of one (1) year after termination of his 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 Company and the Corporation, greater of (i) one year following his employment with the Employee shall not engage, either directly Company 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 Severance Period (the “Non-Competition Period”), Executive shall not work not, whether for compensation or employwithout compensation, directly or indirectly, or cause to be employed by anotheras an owner, 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 prior to the termination of the employment of the Employee under this Employment Agreement nor shall the Employee form any partnership with, or establish any business venture in cooperation with, any such person which is competitive with any business or activity of the Corporation; (iii) 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 person, partnership, corporation or other entity who purchased goods or services from the Corporation or its subsidiaries within one (1) year before the termination of the employment of the Employee under this Employment Agreement; (iv) the Employee shall not have any material financial interest, or participate as a director, officer, 5% stockholderprincipal, partner, employeemember, consultant shareholder, independent contractor, consultant, joint venturer, investor, licensor, lender or otherwise, in any corporationother capacity whatsoever, partnership 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 entity engaged in the retail grocery and food services business and related services anywhere in the northeastern United States and in any other state into which is competitive the Board of Directors has, to the knowledge of the Executive, discussed the possibility of expanding the Fairway Group’s operations. The record or beneficial ownership by Executive of up to one percent (1%) of the shares of any 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, 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 business member of the Fairway Group or activity conducted solicit, interfere with, entice from or hire from any member of the Fairway Group any employee (or former employee) of any member of the Fairway Group. 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 CorporationExecutive, Executive shall be released from his obligations under this Section 9. If Executive does not comply with his obligations under this Section 9 (other than in the circumstances described in the 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) The Corporation and During the Employee agree that the services Non-Competition Period: (i) Executive shall not make any oral or written statements, either directly or through other persons or entities, which are disparaging to any member of the Employee Fairway Group or any of its affiliates, management, officers, directors, services, products, operations or other matters relating to the Fairway Group’s businesses; and (ii) The Fairway Group, 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 a violation of this Section 9(b) for Executive or the Fairway Group to (i) make truthful statements when required by order of a personalcourt or other body having jurisdiction, specialany governmental investigation or inquiry by a governmental entity, unique and extraordinary charactersubpoena, and cannot court order, compulsory legal process, or as otherwise may be replaced 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 Corporation without great difficultyCompany, and that the violation (iv) rebut inaccurate statements made by the Employee of any of other party or (v) for either party to make truthful statements to enforce his agreements or its rights 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 lawAgreement. (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 that this Section (10) shall any such territorial or time limitation is deemed to be determined unreasonable by any a court of competent jurisdiction jurisdiction, Executive agrees to be unenforceable 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 reason Executive against the Company or any other member of its extending for too long the Fairway Group shall not constitute a period defense to the enforcement by the Fairway Group of time the foregoing restrictive covenants, but such claim or over too great a range cause of activities, it action shall be interpreted to extend only over the maximum period of time or range of activities as to which it may be enforceablelitigated separately.

Non-Competition. (a) During 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 term Company is paying Executive benefits under Section 6 of employment of the Employee under this Employment Agreement, and during Executive agrees not to compete with the Bank and/or the Company for a period of one (1) year after following such termination within twenty-five (25) miles of employment any existing branch of the Employee under this Employment Agreement without regard Bank or any subsidiary of the Company or within twenty-five (25) miles of any office for which the Bank, the Company or a Bank subsidiary of the Company has filed an application for regulatory approval to establish an office, determined as of the cause effective date of termination of employment and whether or not such termination of employment was caused termination, except as agreed to pursuant to a resolution duly adopted by the Employee or by the CorporationBoard. Executive agrees that during such period and within said area, (i) the Employee shall not engagecities, either directly or indirectlytowns and counties, 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 Executive shall not work for or employadvise, consult or otherwise serve with, directly or indirectly, any entity whose business materially competes with the depository, lending or cause to be employed by another, any person who was an employee, officer or agent other business activities of the Corporation or Bank and/or the Company. The parties hereto, recognizing that irreparable injury will result to the Bank and/or the Company, its 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, the Bank and/or the Company will be entitled, in addition to any other remedies and damages available, to an 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 its subsidiaries at 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 time during a period of twelve (12) months prior other remedies available to the termination Bank and/or the Company for such breach or threatened breach, including the recovery of the employment of the Employee under this Employment Agreement nor shall the Employee form any partnership with, or establish any business venture in cooperation with, any such person which is competitive with any business or activity of the Corporation; (iii) 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 person, partnership, corporation or other entity who purchased goods or services damages from the Corporation or its subsidiaries within one (1) year before the termination of the employment of the Employee under this Employment Agreement; (iv) the Employee shall not have any material financial interest, or participate as a director, officer, 5% stockholder, partner, employee, consultant or otherwise, in any corporation, partnership or other entity which is competitive with any business or activity conducted by the CorporationExecutive. (b) The Corporation Executive recognizes and the Employee agree acknowledges that the services knowledge of the Employee 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 knowledge of the past, present, planned or considered business activities of the Company or affiliates thereof to any person, firm, corporation, or other entity for any reason or purpose whatsoever (except for such disclosure as may be required to be provided to any federal banking agency with jurisdiction over the Company or Executive). Notwithstanding the foregoing, Executive may disclose any knowledge of banking, financial and/or economic principles, concepts or ideas which are not solely and exclusively derived from the business plans and activities of a personal, special, unique and extraordinary characterthe Company, and cannot be replaced by Executive may disclose any information regarding the Corporation without great difficulty, and that Bank or 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 Company 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. (c) is otherwise publicly available. In the event that of a breach or threatened breach by Executive of the provisions of this Section (10) shall Section, the Company will be determined by 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 court of competent jurisdiction 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 unenforceable by reason disclosed. Nothing herein will be construed as prohibiting the Company from pursuing any other remedies available to the Company for such breach or threatened breach, including the recovery 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 maximum period of time or range of activities as to which it may be enforceabledamages from Executive.

Non-Competition. (a) During For the term of employment of Restricted Period in the Employee under this Employment AgreementRestricted Area, each Principal agrees that he shall not, and during a period of one (1) year after termination of employment of the Employee under this Employment Agreement without regard to the shall cause of termination of employment and whether or his controlled Affiliates 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 employto, directly or indirectly, (i) solicit, induce or cause any Person with whom that Transferor Party had a business relationship with respect to be employed by another, the Business to reduce or terminate such Person’s business relationship with an Acquiring Party or any person who was an employee, officer of their respective Affiliates or agent their successors or assigns; and none of the Corporation Transferor Parties shall, directly or indirectly, approach any such Person for any such purpose, or authorize or assist in the taking of any of its subsidiaries at any time during a period of twelve (12) months prior to the termination of the employment of the Employee under this Employment Agreement nor shall the Employee form any partnership with, or establish any business venture in cooperation with, such actions for any such person which is competitive with purpose, (ii) engage in any business or activity of the Corporation; Restricted Activity, (iii) the Employee shall not giveacquire, sell or lease own in any goods manner, any interest in any Person that engages in any Restricted Activity, or services competitive that engages in any business, activity or enterprise that competes with the goods any aspect of any of Restricted Activity, or services of the Corporation or its subsidiaries to any person, partnership, corporation or other entity who purchased goods or services from the Corporation or its subsidiaries within one (1) year before the termination of the employment of the Employee under this Employment Agreement; (iv) the Employee shall not have any material financial interestbe interested in (whether as an owner, or participate as a director, officer, 5% stockholderpartner, partnermember, manager, joint venturer, lender, shareholder, vendor, consultant, employee, consultant advisor, agent, independent contractor or otherwise), or otherwise participate in the management or operation of, any Person that engages in any corporationRestricted Activity or in any business, partnership activity or other entity which is competitive enterprise that competes with any business or activity conducted by Restricted Activity; provided, however, that this Section 5.8 shall not apply to the Corporationownership 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 Corporation and the Employee agree Parties acknowledge that the services acquisition of the Employee are of a personal, special, unique Business 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 Business is an essential component of the Corporation irreparable harm which could not reasonably or adequately be compensated in damages in an action at lawtransactions contemplated hereby, and believe that the agreements goodwill of the Employee under 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 (10) may 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, a manager, a member of a management board or a consultant, to accept and be enforced bound by the Corporation restrictions as set forth in equity by an injunction or restraining order 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 addition such Section, are reasonable and necessary for the protection of the Acquiring Parties, which are paying substantial consideration and other benefits to being enforced by the Corporation at lawTransferor Parties in consideration for the covenants of the Transferor Parties hereunder. (c) In the event that this If any provision contained in any of Section (105.8(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 long great a period of time or over too great a range geographical area or by reason of activitiesits being too extensive in any other respect, it (i) such provision shall be interpreted to extend only over the maximum period of time or range of activities 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 breach or threatened breach of the covenants or other provisions contained in Section 5.8(a) may cause the Acquiring Parties material and irreparable damage, the exact amount of which will be difficult to 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 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 (including, without limitation, a temporary and/or permanent restraining order and/or a permanent injunction) in respect of any breach or threatened breach of any of such covenants or provisions.

Non-Competition. (a) During the term In consideration of employment of the Employee under this Employment Agreement, and for other good and valuable consideration provided hereunder, the receipt and sufficiency of which are hereby acknowledged by Executive, Executive hereby agrees and covenants that, during Executive’s employment with the Company and for a period of one (112) year after termination of employment twelve months thereafter, Executive shall not, without the prior written consent 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 employCompany, directly or indirectly, engage in or cause become associated with a Competitive Activity. For purposes of this Section 2(b): (i) a “Competitive Activity” means any business or other endeavor involving products or services that are the same or similar to be employed by another, products or services (the “Company Products or Services”) that any person who was an employee, officer or agent business of the Corporation Company is engaged in providing as of the date hereof or of any of its subsidiaries at any time during a period of twelve (12) months prior to the termination of Term, provided such business or endeavor is in the employment of the Employee under this Employment Agreement nor shall the Employee form any partnership withUnited States, or establish in any business venture foreign jurisdiction in cooperation withwhich 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, member, advisor, lender, consultant or in any such person which is competitive other individual or representative capacity with any business or activity of the Corporation; (iii) 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 personindividual, partnership, corporation or other entity who purchased goods organization that is engaged in a Competitive Activity. Notwithstanding anything else in this Section 2(b:, (i) Executive may become employed by a partnership, corporation or services from other organization that is engaged in a Competitive Activity so long as Executive has no direct or indirect responsibilities or involvement in the Corporation or its subsidiaries within one Competitive Activity, (1ii) year before the termination Executive may own, for investment purposes only, up to five percent (5%) of the outstanding capital stock of any 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 of hereunder is terminated by the Employee under Company for any reason other than Executive’s death, Disability or Cause, or by Executive for Good Reason, then the restrictions contained in this Employment Agreement; Section 2(b) shall lapse, and (iv) Executive shall only be subject to the Employee restrictions contained in this Section 2(b) to the extent the activity that would otherwise be prohibited by this section poses a reasonable competitive threat to the Company, which determination shall not have any material financial interest, or participate as a director, officer, 5% stockholder, partner, employee, consultant or otherwise, in any corporation, partnership or other entity which is competitive with any business or activity conducted be made by the CorporationCompany in good faith. (b) The Corporation and the 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. (c) In the event that this Section (10) shall be determined by any court of competent jurisdiction to be 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 maximum period of time or range of activities as to which it may be enforceable.

Non-Competition. (a) During the term of employment of period during which Employee is employed hereunder (the Employee under this Employment Agreement"Non-Competition Period"), and during and, at the Company's option, for a period of one six months thereafter, provided the Company continues to pay Employee his base salary, as in effect at the date Employee's employment ended (1) year after termination with any severance payments made to Employee credited to such payments), during such six month period, irrespective of employment any claim by Employee of the Employee under a breach by Company of 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, Agreement: (i) the Employee shall will not engage, either directly make any statement or indirectly, perform any act intended to advance an interest of any existing or prospective Competitor (as defined in subparagraph (iii) below) of the Company or any of its Affiliates in any manner way that will or capacitymay 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 business or activity which is competitive with any business or activity conducted by the Corporation; provision of this Agreement; (ii) the Employee shall will not work for solicit, divert or employ, directly or indirectlytake away, or cause attempt to be employed by anothersolicit, any person who was an employeedivert or to take away, officer the business or agent of the Corporation or patronage of any of its subsidiaries at any time during a period of twelve (12) months prior to the termination clients, customers, dealers, distributors, representatives or accounts, or prospective clients, customers, dealers, distributors, representatives or accounts, of the employment Company or its Affiliates which were contacted, solicited or served by employees of the Employee under this Employment Agreement nor shall Company while the Employee form any partnership with, or establish any business venture in cooperation with, any was employed by the Company. This subparagraph (ii) shall only apply to such person which is competitive with any business or activity actions taken by the Employee on behalf of a Competitor of the Corporation; Company, such term is described in subparagraph (iii) below; (iii) the Employee shall will not givedirectly or indirectly (as a director, sell stockholder, officer, executive, manager, consultant, independent contractor, advisor or lease otherwise) engage in competition with, or own any goods interest in, perform any services for, participate in or services competitive be connected with (a) any business or organization which engages in competition with the goods Company or services any of its Affiliates in the United States or any other geographical area where any business is 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 Corporation Employee's employment by the Company, carried on by the Company or any of its subsidiaries 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 exist between the Company and any personother person or firm which primarily engages in the business of manufacturing, partnershipsale or distribution of network management products, corporation such person or other entity who purchased goods or services from the Corporation or its subsidiaries within one (1) year before the termination of the employment of the Employee under this Employment Agreementfirm to be defined herein as a "Competitor"; and (iv) the Employee will not directly or indirectly solicit for employment, or advise or recommend to any other person that they employ or solicit for employment, for or on behalf of a Competitor, any employee of the Company or any of its Affiliates; provided, however, that the provisions of this Section 8(a) shall not have be 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 material financial interest, or participate as a director, officer, 5% stockholder, partner, employee, consultant or otherwise, in any corporation, partnership or other entity which is competitive with any business or activity conducted by the Corporationpublicly held company. (bi) The Corporation and the Employee agree further agrees that the services 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 Employee are businesses of a personal, special, unique the Company and extraordinary character, its Affiliates. It is understood and cannot be replaced by the Corporation without great difficulty, and agreed that the violation 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 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 its Affiliates shall 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 entitled to injunctive relief in addition to being enforced by the Corporation at law. (c) In the event any other available rights and remedies in cases of any such breach or threatened breach; provided, however, that this Section (10) nothing contained herein shall be determined by construed as prohibiting the Company or any court of competent jurisdiction to be unenforceable by reason of its extending Affiliates from pursuing any other rights and remedies available for too long a period of time any such breach or over too great a range of activities, it shall be interpreted to extend only over the maximum period of time or range of activities as to which it may be enforceablethreatened breach.

Non-Competition. Grantee acknowledges and agrees that (a) During at all times while Grantee is employed with the term of employment Company Group, Grantee shall pursue all appropriate business opportunities of the Employee under this Employment AgreementCompany 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 Restricted Business (as defined below) and that such competition by Grantee (or, if applicable, any of Grantee’s controlled Affiliates) would result in a significant loss of goodwill by the Company Group. Therefore, Grantee agrees that during a the period of one commencing on the Effective Date and ending on the first (11st) year after termination of employment anniversary of the Employee under this Employment Agreement without regard date 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 on which Grantee’s employment or services with the Company Group terminates for any reason, Grantee shall not (and, as applicable, shall cause each of termination his controlled Affiliates not to) directly or indirectly through another Person own any interest in, manage, control, participate in (whether as an officer, director, manager, employee, partner, equity holder, member, agent, advisor, individual independent contractor, consultant, representative or otherwise), 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 employment and whether or not such termination of employment was caused by the Employee or by the Corporationhis controlled Affiliates, as applicable) from (i) being a passive owner of not more than two percent (2%) of the Employee shall not engage, either directly outstanding stock of any class of a corporation or indirectly, in any manner or capacity, in any business or activity entity which is competitive with publicly traded so long as Grantee (or any of Grantee’s controlled Affiliates, if applicable) does not have any active participation in the management or other business of such corporation or activity conducted by the Corporation; entity or (ii) the Employee shall not work for or employ, directly or indirectly, or cause to be being employed by anotheror otherwise providing services to any corporation or entity, any person who was an employee, officer a division or agent subsidiary of the Corporation or of any of its subsidiaries at any time during a period of twelve (12) months prior to the termination of the employment of the Employee under this Employment Agreement nor shall the Employee form any partnership with, or establish any business venture in cooperation with, any such person which is competitive with any business or activity of the Corporation; (iii) 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 person, partnership, corporation or other entity who purchased goods or services from the Corporation or its subsidiaries within one (1) year before the termination of the employment of the Employee under this Employment Agreement; (iv) the Employee shall not have any material financial interest, or participate as a director, officer, 5% stockholder, partner, employee, consultant or otherwise, in any corporation, partnership or other entity which is competitive with any business or activity conducted by the Corporation. (b) The Corporation and the 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. (c) In the event that this Section (10) shall be determined by any court of competent jurisdiction to be 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 maximum period of time or range of activities as to which it may be enforceable.engaged

Non-Competition. (a) During the term Employer and Employee recognize that Employee has been retained to occupy a position of employment 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 is 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 this Employment AgreementSection 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 during 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 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 Corporationthereafter, (i) the Employee shall not engagepromptly notify Employer of each employment or agency relationship entered into by Employee, either directly and each corporation, proprietorship or indirectlyother entity formed or used by Employee, in any manner or capacity, in any the business or activity of 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 prior to the termination of the employment of the Employee under this Employment Agreement nor shall the Employee form any partnership with, or establish any business venture in cooperation with, any such person which is competitive with any business or activity of the Corporation; (iii) the Employee shall not give, sell or lease any goods or services competitive with the goods or services Business. The provisions of the Corporation or its subsidiaries to any person, partnership, corporation or other entity who purchased goods or services from the Corporation or its subsidiaries within one (1) year before the this Section 3.3 shall survive termination of the employment of the Employee under this Employment Agreement; (iv) the Employee shall not have Agreement for any material financial interest, or participate as a director, officer, 5% stockholder, partner, employee, consultant or otherwise, in any corporation, partnership or other entity which is competitive with any business or activity conducted by the Corporationreason. (b) The Corporation and the 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. (c) In the event that this Section (10) shall be determined by any court of competent jurisdiction to be 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 maximum period of time or range of activities as to which it may be enforceable.

Non-Competition. (a) During IDT acknowledges that as the term Parent of employment Net2Phone it and its Affiliates have become privy to certain confidential information and trade secrets of Net2Phone and further acknowledges that it will derive substantial benefits from the Employee under separation of IDT and Net2Phone and that purchasers of equity of Net2Phone will be making substantial investments in reliance upon the agreement contained in this Employment AgreementSection 6.3 that the knowledge and expertise developed by Net2Phone and available to IDT will be preserved and will not be used in competition with Net2Phone. IDT hereby agrees that it is reasonable and necessary for the protection of Net2Phone that it agree, and during accordingly IDT hereby does agree that, for a period of one 36 months from the date hereof (1) year after termination of employment the "Noncompetition Period"), neither IDT nor any member 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 IDT Group will directly or indirectly, alone or in association with any manner other person, corporation, firm or capacitybusiness, engage in the Net2Phone Business any where in the world or become a stockholder, partner or owner of any other person, corporation, firm or business that is primarily engaged in the Net2Phone Business any where in the world; provided, however, that subject to Net2Phone's prior approval which shall not be ----------------- unreasonably withheld, IDT or a member of the IDT Group may acquire a passive investment of up to 20% of another entity so long as IDT or such member of the IDT Group does not assist that entity in developing an Internet telephony business or activity which is competitive with any business or activity conducted by otherwise engaging in 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 prior to the termination of the employment of the Employee under this Employment Agreement nor shall the Employee form any partnership with, or establish any business venture in cooperation with, any such person which is competitive with any business or activity of the Corporation; (iii) 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 person, partnership, corporation or other entity who purchased goods or services from the Corporation or its subsidiaries within one (1) year before the termination of the employment of the Employee under this Employment Agreement; (iv) the Employee shall not have any material financial interest, or participate as a director, officer, 5% stockholder, partner, employee, consultant or otherwise, in any corporation, partnership or other entity which is competitive with any business or activity conducted by the CorporationNet2Phone Business. (b) The Corporation and For a period of 36 months from the Employee agree that date hereof, neither IDT nor Net2Phone, nor any member of either such party's affiliated group, shall, whether for its own account or for 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 account of any other person, corporation, firm or business (other than Net2Phone or its Affiliates), solicit or endeavor to entice away from the other party, or otherwise interfere with the relationship of his agreements under such other party with, any person who or which is employed on the date hereof by, or otherwise engaged to perform services for, the other party (including, but not limited to, any independent contractors or organizations), except to the extent that such other party agrees to release such employee or other service provider to the other party or such other party's affiliated group. General advertising for employment positions or general employment searches through a third party recruiter are not covered by 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 law6.3(b). (c) IDT expressly agrees that the covenants contained in Section 6.3(a) and Section 6.3(b) are reasonable and necessary for the protection of Net2Phone. The provisions of such Section 6.3(a) and Section 6.3(b) are separate and distinct commitments independent of each of the other provisions of such Sections. The invalidity or non-enforceability of this Section 6.3 in any respect shall not affect the validity or enforceability of this Section 6.3 in any other respect or of any other provisions of this Agreement. In the event that any provision of this Section (10) 6.3 shall be determined held invalid or unenforceable by any a court of competent jurisdiction to be unenforceable by reason of its extending for too long a period the geographic or business scope or the duration thereof, such invalidity or unenforceability shall attach only to the scope or duration of time such provision and shall not affect or over too great a range render invalid or unenforceable any other provision of activitiesthis Agreement, it and, to the fullest extent permitted by law, this Agreement shall be interpreted construed as if the geographic or business scope or the duration of such provision had been more narrowly drafted so as not to extend only over be invalid or unenforceable. (d) IDT acknowledges that Net2Phone would suffer irreparable harm if IDT were to breach the maximum period provisions of time or range this Section 6.3 and that Net2Phone's remedy at law for any such breach is and will be insufficient and inadequate and that Net2Phone shall be entitled to equitable relief, including by way of activities as temporary and permanent injunction, in addition to which it any remedies Net2Phone may be enforceablehave at law.

Non-Competition. The Executive acknowledges that (ai) During the term Executive performs services of employment a unique nature for the Company Group that are irreplaceable, and that the Executive’s performance of such services to a competing business will result in irreparable harm to the Company Group, (ii) the Executive has had and will continue to have access to trade secrets and other confidential information of the Employee under this Employment AgreementCompany Group, which, if disclosed, would unfairly and inappropriately assist in competition against any member of the Company Group, (iii) in the course of the Executive’s employment by a competitor, the Executive would inevitably use or disclose such trade secrets and confidential information, (iv) the Company Group has substantial relationships with its customers and the Executive has had and will continue to have access to these customers, (v) the Executive has received and will receive specialized training from the Company Group, and (vi) the Executive has generated and will continue to generate goodwill for the Company Group in the course of the Executive’s employment. Accordingly, during the Executive’s employment hereunder and for a period of one (1) year after termination of employment of thereafter, the Employee under this Employment Agreement without regard to Executive agrees that 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 employExecutive will not, directly or indirectly, or cause to own, manage, operate, control, be employed by another, any person who was (whether as an employee, officer consultant, independent contractor or agent of the Corporation otherwise, and whether or of any of its subsidiaries at any time during a period of twelve (12not for compensation) months prior to the termination of the employment of the Employee under this Employment Agreement nor shall the Employee form any partnership with, or establish any business venture in cooperation with, any such person which is competitive with any business or activity of the Corporation; (iii) the Employee shall not give, sell or lease any goods or render services competitive with the goods or services of the Corporation or its subsidiaries to any person, partnershipfirm, corporation or other entity who purchased goods or services from the Corporation or its subsidiaries within one (1) year before the termination entity, in whatever form, engaged in competition with any member of the employment Company Group or in any other material business in which any member of the Employee under this Employment Agreement; (iv) Company Group is engaged on the Employee shall not date of termination or in which they have any material financial interestdemonstrably planned, on or participate as a directorprior to such date, officer, 5% stockholder, partner, employee, consultant to be engaged in on or otherwiseafter such date, in any corporation, partnership or other entity locale of any country in which is competitive with any business or activity conducted by the Corporation. (b) The Corporation and the Employee agree that the services member of the Employee are Company Group conducts business. Notwithstanding the foregoing, nothing herein shall prohibit the Executive from being a passive owner of not more than one percent (1%) of the equity securities of a personal, special, unique and extraordinary character, and cannot be replaced by the Corporation without great difficulty, and publicly traded corporation engaged in a business that the violation by the Employee of any of his agreements under this Section (10) would damage the goodwill is in competition with a member of the Corporation and cause Company Group, so long as the Corporation irreparable harm which could not reasonably or adequately be compensated Executive has no active participation in damages in an action at law, and that the agreements business 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 lawsuch corporation. (c) In the event that this Section (10) shall be determined by any court of competent jurisdiction to be 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 maximum period of time or range of activities as to which it may be enforceable.

Non-Competition. (a) During the term of employment of the Employee under this Employment Agreement, and during For a period of one five (15) year years from and after termination the Closing Date, Splitco agrees that it will not (and will cause each of employment its Subsidiaries not to), without the prior written consent 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 employTCCC, directly or indirectly, encourage, induce or cause to be employed by anotherentice any Person who is, any person who was an employee, officer or agent as of the Corporation Effective Time, a customer of the North American Business to limit, reduce or of cease to conduct business with TCCC or any of its subsidiaries at any time during a period of twelve (12) months prior to the termination of the employment of the Employee under this Employment Agreement nor shall the Employee form any partnership with, or establish any business venture in cooperation with, any such person which is competitive with any business or activity of the Corporation; (iii) 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 person, partnership, corporation or other entity who purchased goods or services from the Corporation or its subsidiaries within one (1) year before the termination of the employment of the Employee under this Employment Agreement; (iv) the Employee shall not have any material financial interest, or participate as a director, officer, 5% stockholder, partner, employee, consultant or otherwise, in any corporation, partnership or other entity which is competitive with any business or activity conducted by the CorporationAffiliates. (b) The Corporation For a period of five (5) years from and after the Employee agree Closing Date, Splitco agrees that it will not (and will cause each of its Subsidiaries not to), without the services prior written consent of TCCC, directly or indirectly, engage in or carry on a business in the Employee are of a personal, special, unique and extraordinary character, and cannot be replaced by North American Territory that would compete with 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 lawNorth American Business. (c) In Notwithstanding the event that foregoing, nothing in this Section 6.15 shall prevent Splitco or any of its Subsidiaries from (10i) 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 determined 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 unenforceable by reason of its extending for too long a broad in scope, whether as to activities restricted, the time period of time such restrictions or over too great a range the geographic areas in which such activities are restricted, the provisions of activitiesthis Section 6.15 shall nevertheless remain effective, it but shall be interpreted deemed amended to extend only over the maximum period of time or range of activities extent considered by such court to be reasonable, and shall be fully enforceable as to which it may be enforceableso amended.

Non-Competition. (a) Executive acknowledges that in the course of his employment with the Company he will become 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 term of employment Noncompete Period, Executive shall not directly or indirectly through another entity (i) induce or attempt to induce any employee of the Employee under this 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 Agreement, and during Period (other than individuals who have not been employed by the Company or any subsidiary of the Company for a period of at least one (1) year after termination of prior to 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 Executive 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 indirectlyindirectly through another entity), or cause (iii) induce or attempt to be employed by anotherinduce any customer, any supplier, licensee or other person who was an employee, officer having a business relationship with the Company or agent of the Corporation or of any of its subsidiaries at (A) which relates to (x) the manufacturing or sale of climbing equipment or (y) aluminum extrusion or (B) which is commenced by the Company or any time during a period of twelve (12) months prior to its subsidiaries after the termination Effective Date and as of the employment date of termination constitutes or will constitute a material portion of the Employee under this Employment Agreement nor shall Company's overall future business to cease doing business with the Employee form any partnership withCompany or such subsidiaries, or establish any business venture in cooperation with, interfere materially with the relationship between any such customer, supplier, licensee or other person which is competitive with any having a business or activity of the Corporation; (iii) the Employee shall not give, sell or lease any goods or services competitive relationship with the goods Company or services of the Corporation or its subsidiaries to any person, partnership, corporation or other entity who purchased goods or services from the Corporation or its subsidiaries within one (1) year before the termination of the employment of the Employee under this Employment Agreement; (iv) the Employee shall not have any material financial interest, or participate as a director, officer, 5% stockholder, partner, employee, consultant or otherwise, in any corporation, partnership or other entity which is competitive with any business or activity conducted by the Corporation. (b) The Corporation and the 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 lawits subsidiaries. (c) In the event that this Section (10) shall be determined by any court of competent jurisdiction to be 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 maximum period of time or range of activities as to which it may be enforceable.

Non-Competition. (aA) During You acknowledge that 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 Xxxx to enter into this Agreement and to pay to you the compensation referred to above and other consideration provided, you covenant and agree that, during the term of your employment of the Employee under this Employment Agreement, by Xxxx and during for a period of one (1) year after termination of such 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 Corporationfor any reason whatsoever, (i) the Employee shall not engageyou will not, either directly or indirectly, (a) engage or become interested, as owner, employee, consultant, partner, through stock ownership (except ownership of less than five percent of 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 manner type of business or capacity, enterprise engaged in any business or activity which is competitive with any business of Xxxx (a “Competitive Business”), (b) solicit or activity conducted by the Corporation; (ii) the Employee shall not work accept orders from any current or past customer of Nabi for products or employ, directly services offered or indirectlysold by, or cause competitive with products or services offered or sold by, Nabi, (c) induce or attempt to be employed by anotherinduce any such customer to reduce such customer’s purchase of products or services from Nabi, any person who was an employee, officer (d) disclose or agent of use for the Corporation or benefit of any Competitive Business the name and/or requirements of its subsidiaries at any time during a period such customer or (e) solicit any of twelve (12) months prior Nabi’s employees to leave the termination employ of Xxxx or hire or negotiate for the employment of the Employee under this Employment Agreement nor shall the Employee form any partnership withemployee of Nabi. By way of clarification, or establish a “Competitive Business” is not any business venture or enterprise in cooperation with, any such person which the health care industry; it is only a business or enterprise in the health care industry that is competitive with any business of Xxxx. Notwithstanding the foregoing, nothing contained in this Section 10A shall be deemed to prohibit you from being employed by or activity providing services to a Competitive Business following a “Change of Control” (as defined in the Corporation; (iiiChange of Control Agreement) and termination of your employment if the Employee shall not give, sell or lease any goods nature of such employment or services competitive with the goods or services of the Corporation or its subsidiaries to any person, partnership, corporation or other entity who purchased goods or services from the Corporation or its subsidiaries within one (1) year before the termination of the employment of the Employee under this Employment Agreement; (iv) the Employee shall do not have any material financial interest, or participate as a director, officer, 5% stockholder, partner, employee, consultant or otherwise, in any corporation, partnership or other entity which is competitive compete with any business or activity conducted engaged in by Xxxx immediately prior to the CorporationChange in Control. (bB) The Corporation You have carefully read and considered the Employee provisions of this Section and Section 9 and having done so, agree that the services 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 Employee are interest of a personalXxxx, specialits officers, unique and extraordinary characterdirectors, and cannot other employees. You acknowledge that upon termination of this Agreement for any reason, it may be replaced by the Corporation without great difficultynecessary for you to relocate to another area, and you agree that this restriction is fair and reasonable and is reasonably required for the violation by the Employee of any of his agreements under this Section (10) would damage the goodwill protection of the Corporation and cause the Corporation irreparable harm which could not reasonably or adequately be compensated in damages in an action at lawinterests of Xxxx, their officers, directors, 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 lawother employees. (cC) In the event that that, notwithstanding the foregoing, any of the provisions of this Section (10) or Section 9 shall be determined held to be invalid or unenforceable, the 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 this 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, said time period and/or areas of restriction shall be deemed to become, 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 10 may be specifically enforced by injunction or similar remedy in any court of competent jurisdiction to be unenforceable by reason of its extending without affecting any claim for too long a period of time or over too great a range of activities, it shall be interpreted to extend only over the maximum period of time or range of activities as to which it may be enforceabledamages.

Non-Competition. (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 The Vendor shall not engagenot, 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, in any manner and whether for his own benefit or capacity, that of others: (a) be engaged or have an economic interest in any business or activity which is competitive competes with any business carried on or activity conducted engaged in by the Corporation; (ii) the Employee shall not work for Purchaser 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 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 a the period of twelve (12) months prior to preceding the date of the termination of the employment Vendor'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 the Employee under this Employment Agreement nor shall the Employee form any partnership with, or establish any business venture in cooperation with, any such person which is competitive with any business or activity of the Corporationits Affiliates' behalf; or (iii) to whom the Employee shall not give, sell Purchaser or lease any goods or services competitive with of its Affiliates had made proposals to do business at any time during the goods or services period of twelve (12) months preceding the Corporation or its subsidiaries to any person, partnership, corporation or other entity who purchased goods or services from the Corporation or its subsidiaries within one (1) year before date of the termination of the employment of the Employee under this Employment Agreement; (iv) the Employee shall not have any material financial interest, or participate as a director, officer, 5% stockholder, partner, employee, consultant or otherwise, in any corporation, partnership or other entity which is competitive with any business or activity conducted by the Corporation. (b) The Corporation and the 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.employment; (c) In 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 event that this Section Purchaser or any of its Affiliates at any time during the twelve (1012) shall be determined by 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 court of competent jurisdiction 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 unenforceable 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 employment the services of any individual who was an employee or director of the Purchaser or any of its Affiliates during the period of twelve (12) months preceding the date of termination of employment whether or not such persons would commit any breach of his contract of employment with the Purchaser or any of its Affiliates by reason of his leaving service; or (e) directly or indirectly take any action which is intended to be materially detrimental or otherwise intended to be adverse to the Purchaser's and/or any 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 maximum period of time or range of activities as to which it may be enforceable.Affiliates'

Non-Competition. 8.1 The Executive acknowledges that the services to be rendered by the Executive to the Company are of a special and unique character. The Executive agrees that, in consideration of (a) During his employment hereunder, (b) the term Company's agreement to pay severance hereunder in the event of employment 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 Employee under this Employment AgreementPlan by the Executive pursuant to Section 3.4 hereof, and during a period of Executive shall not, (aa) prior to one (1) year after termination of employment of following the Employee under this Employment Agreement without regard to the cause date of termination of the Executive's employment and by the Company or any other member of the Company 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 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 person, firm, corporation or other organization, whether or not such termination person would commit any breach of such person's contract of employment was caused by reason of leaving the Employee or by service of such member of the CorporationCompany Group, (iiii) solicit or entice or endeavor to solicit or entice away any of the Employee shall not engageclients or customers of any member of the Company Group, either directly on such Executive's own account or indirectlyfor any other person, firm, corporation or organization, or (iv) employ any person who was a director, officer or employee of any member of the Company Group or any person who is or may be likely to be in possession of any manner confidential information or capacitytrade secrets relating to the business of any member of the Company Group, in or (bb) at any business time, take any action or activity make any statement the effect of which is competitive with any business or activity conducted by the Corporation; (ii) the Employee shall not work for or employwould be, directly or indirectly, or cause to be employed by another, impair the good will of any person who was an employee, officer or agent member of the Corporation Company Group or the business reputation or good name of any member of its subsidiaries at any time during a period of twelve (12) months prior the Company Group, or be otherwise detrimental to the termination Company, including any action or statement intended, directly or indirectly, to benefit a competitor of any member of the employment of the Employee under this Employment Agreement nor shall the Employee form any partnership with, or establish any business venture in cooperation with, any such person which is competitive with any business or activity of the Corporation; (iii) 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 person, partnership, corporation or other entity who purchased goods or services from the Corporation or its subsidiaries within one (1) year before the termination of the employment of the Employee under this Employment Agreement; (iv) the Employee shall not have any material financial interest, or participate as a director, officer, 5% stockholder, partner, employee, consultant or otherwiseCompany Group. 8.2 The parties hereto agree that if, in any corporationproceeding, partnership the court or other entity which is competitive with any business authority shall refuse to enforce the covenants herein set forth because such covenants cover too extensive a geographic area or activity conducted by the Corporation. (b) The Corporation and the 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. (c) In the event that this Section (10) shall be determined by any court of competent jurisdiction to be unenforceable by reason of its extending for too long a period of time or over too great a range of activitiestime, it any such covenant shall be interpreted deemed appropriately amended and modified in keeping with the intention of the parties to extend only over the maximum period extent permitted by law. 8.3 The Executive expressly acknowledges and agrees that the covenants and agreements set forth in this Section 8 are reasonable in all respects, and necessary in order to protect, maintain and preserve the value and goodwill of time or range the businesses of activities the Company Group, as to which it may be enforceablewell 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. (a) During The Optionee acknowledges and recognizes the highly competitive nature of the business of the Company and its Affiliates and accordingly agrees that during the term of the Optionee’s employment of the Employee under this Employment Agreement, and during for a period of one two years after the termination thereof: (i) The Optionee will not directly or indirectly engage in any business which is in competition with any line of business conducted by the Company or any of its Affiliates, including, but not limited to, where such engagement is as an officer, director, proprietor, employee, partner, investor (other than as a holder of less than 1% of the outstanding capital stock of a publicly traded corporation), consultant, advisor, agent or sales representative, in any geographic region in which the Company or any of its Affiliates conducted any such competing line of business; (ii) The Optionee will not perform or solicit the performance of services for any customer or client of the Company or any of its Affiliates; (iii) The Optionee will not directly or indirectly induce any employee of the Company or any of its Affiliates to (1) year after termination engage in any activity or conduct which is prohibited pursuant to this subparagraph 9(a), or (2) terminate such employee’s employment with the Company or any of employment of its Affiliates. Moreover, the Employee under this Employment Agreement without regard to the cause of termination of employment and whether or Optionee will not such termination of employment was caused by the Employee or by the Corporation, (i) the Employee shall not engage, either directly or indirectly, indirectly employ or offer employment (in any manner or capacity, in any business or activity which is competitive connection with any business or activity which is in competition with any line of business conducted by the Corporation; (iiCompany or any of its Affiliates) to any person who was employed by the Employee Company or any of its Affiliates unless such person shall not work for or employ, directly or indirectly, or cause have ceased to be employed by another, any person who was an employee, officer the Company or agent of the Corporation or of any of its subsidiaries at any time during Affiliates for a period of twelve at least 12 months; and (12iv) months prior to the termination The Optionee will not directly or indirectly assist others in engaging in any of the employment of the Employee activities, which are prohibited under this Employment Agreement nor shall the Employee form any partnership with, or establish any business venture in cooperation with, any such person which is competitive with any business or activity of the Corporation; subparagraphs (i) - (iii) 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 person, partnership, corporation or other entity who purchased goods or services from the Corporation or its subsidiaries within one (1) year before the termination of the employment of the Employee under this Employment Agreement; (iv) the Employee shall not have any material financial interest, or participate as a director, officer, 5% stockholder, partner, employee, consultant or otherwise, in any corporation, partnership or other entity which is competitive with any business or activity conducted by the Corporationabove. (b) The Corporation It is expressly understood and agreed that although the Optionee and the Employee agree Company consider the restrictions contained in this Section 9 to be reasonable, if a final judicial determination is made by a court of competent jurisdiction that the services time or territory or any other restriction contained in this Agreement is an unenforceable restriction against the Optionee, the provisions of the Employee are of a personal, special, unique and extraordinary character, and canthis Agreement shall not 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. (c) In the event that this Section (10) rendered void but shall be determined by 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 to finds that any restriction contained in this Agreement is unenforceable, and such restriction cannot be 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 maximum period of time or range of activities amended so as to which make it may be enforceable, such finding shall not affect the enforceability of any of the other restrictions contained herein.

Non-Competition. (a) During The Grantee covenants and agrees that during the term of employment of the Employee under this Grantee’s 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 prior to (and such period shall be tolled on a day-to-day basis for each day during which the Grantee participates in any activity in violation of the restrictions set forth in this Section 10(a)) following the termination of the employment Grantee’s Employment, whether such termination occurs at the insistence of the Employee under this Employment Agreement nor shall Company or its Affiliates or the Employee form any partnership Grantee (for whatever reason), the Grantee will not, directly or indirectly, alone or in association with others, anywhere in the Territory (as defined below), own, manage, operate, control or participate in the ownership, management, operation or control of, or be connected as an officer, employee, investor, principal, joint venturer, shareholder, partner, director, consultant, agent or otherwise with, or establish have any financial interest (through stock or other equity ownership, investment of capital, the lending of money or otherwise) in, any business, venture or activity that directly or indirectly competes, or is in planning, or has undertaken any preparation, to compete, with the Business of the Company or any of its Immediate Affiliates (any Person who engages in any such business venture or activity, a “Competitor”), except that nothing contained in cooperation with, any such person which is competitive with any business this Section 10(a) shall prevent the Grantee’s wholly passive ownership of two percent (2%) or activity less of the Corporation; (iii) equity securities of any Competitor that is a publicly-traded company. For purposes of this Section 10(a), the Employee shall not give, sell or lease any goods or services competitive with the goods or services “Business of the Corporation Company or any of its subsidiaries Immediate Affiliates” is that of arts and crafts, or framing specialty retailer or wholesaler providing materials, ideas and education for creative activities, or framing, as well as any other business that the Company or any of its Immediate Affiliates conducts or is actively planning to conduct at any persontime during the Grantee’s Employment, partnership, corporation or other entity who purchased goods or services from with respect to the Corporation or its subsidiaries within one (1) year before Grantee’s obligations following the termination of the employment Grantee’s Employment the twelve (12) months immediately preceding the termination of the Employee under this Employment AgreementGrantee’s Employment; (iv) provided, that the Employee term “Competitor” shall not have include any material financial interestbusiness, venture or activity whose gross receipts derived from the retail or wholesale sale of arts and crafts, or participate as a directorframing products and services (aggregated with the gross receipts derived from the retail and wholesale sale of such products or any related business, officerventure or activity) are less than ten percent (10%) of the aggregate gross receipts of such businesses, 5% stockholderventures or activities. For purposes of this Section 10(a), partnerthe “Territory” is comprised of those states within the United States, employeethose provinces of Canada, consultant and any other geographic area in which the Company or otherwise, in any corporation, partnership or other entity which is competitive with any of its Immediate Affiliates was doing business or activity conducted by actively planning to do business at any time during the Corporation. Grantee’s Employment, or with respect to the Grantee’s obligations following his or her termination of Employment the twelve (b12) The Corporation and months immediately preceding the Employee agree that the services termination of the Employee Grantee’s Employment. For purposes of this Section, “Immediate Affiliates” means those Affiliates which 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 one of the Corporation and cause the Corporation irreparable harm which could not reasonably following: (i) a direct or adequately be compensated in damages in an action at law, and that the agreements indirect subsidiary of the Employee under this Section Company, (10ii) may be enforced by a parent to the Corporation in equity by an injunction Company or restraining order in addition to being enforced by the Corporation at law(iii) a direct or indirect subsidiary of such a parent. (c) In the event that this Section (10) shall be determined by any court of competent jurisdiction to be 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 maximum period of time or range of activities as to which it may be enforceable.

Non-Competition. (a) During the term Employer and Employee recognize that Employee has been retained to occupy a position of employment 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 is employed by Employer and, if Employer terminates Employee's employment for Cause or if Employee under this Employment Agreementterminates his employment with Employer for any reason other than pursuant to an Involuntary Termination, and during for a period of one (1) year after termination of employment of the thereafter, Employee under this Employment Agreement without regard to the cause of termination of employment and whether or shall not such termination of employment was caused by the Employee or by the Corporation, (i) the Employee shall not engagework or act as an officer or director of or compensated consultant to, either (ii) assist, (iii) own, directly or indirectlythrough 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 any manner the form of equity or capacitydebt, in any business or activity which that 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 prior to the termination of the employment of the Employee under this Employment Agreement nor shall the Employee form any partnership with, or establish any business venture in cooperation with, any such person which is competitive with any business or activity of the Corporation; (iii) the Employee shall not give, sell or lease any goods or services competitive with the goods Business in the United States, Latin America or services of the Corporation or its subsidiaries to any person, partnership, corporation or other entity who purchased goods or services from the Corporation or its subsidiaries within one (1) year before the termination of the employment of the Employee under this Employment Agreement; (iv) the Employee shall not have any material financial interest, or participate as a director, officer, 5% stockholder, partner, employee, consultant or otherwise, in any corporation, partnership or other entity market in which Employer is competitive conducting the Business at the time Employee's employment with any business or activity conducted by the CorporationEmployer is terminated. (b) The Corporation and Notwithstanding the foregoing, nothing herein shall prohibit 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 from holding ten percent (10%) or less of any class of his agreements under this Section (10) would damage voting securities of any entity whose equity securities are listed on a national securities exchange or regularly traded in the goodwill over-the-counter market and for which quotations are readily available on the National Association 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 lawSecurities Dealers Automated Quotation system. (c) In the event that this Section (10) shall be determined by If Employer terminates Employee's employment for Cause or if Employee terminates his employment with Employer for any court of competent jurisdiction reason other than pursuant to be unenforceable by reason of its extending an Involuntary Termination, for too long a period of time one year thereafter, Employee shall promptly notify Employer of each employment or over too great a range agency relationship entered into by Employee, and each corporation, proprietorship or other entity formed or used by Employee, the business of activities, it which is directly competitive with the Business. The provisions of this Section 3.3 shall be interpreted to extend only over the maximum period survive termination of time or range of activities as to which it may be enforceablethis Agreement for any reason.

Non-Competition. (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 prior to the termination of the employment of the Employee under this Employment Agreement nor shall the Employee form any partnership with, or establish any business venture in cooperation with, any such person which is competitive with any business or activity of the Corporation; (iii) 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 person, partnership, corporation or other entity who purchased goods or services from the Corporation or its subsidiaries within one (1) year before the termination of the employment of the Employee under this Employment Agreement; (iv) the Employee shall not have any material financial interest, or participate as a director, officer, 5% stockholder, partner, employee, consultant or otherwise, in any corporation, partnership or other entity which is competitive with any business or activity conducted by the Corporation. (b) The Corporation and the 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. (c) In the event that this Section (10) shall be determined by any court of competent jurisdiction to be 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 maximum period of time or range of activities as to which it may be enforceable.

Non-Competition. (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 Executive acknowledges that his 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 her services 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 prior to the termination of the employment of the Employee under this Employment Agreement nor shall the Employee form any partnership with, or establish any business venture in cooperation with, any such person which is competitive with any business or activity of the Corporation; (iii) 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 person, partnership, corporation or other entity who purchased goods or services from the Corporation or its subsidiaries within one (1) year before the termination of the employment of the Employee under this Employment Agreement; (iv) the Employee shall not have any material financial interest, or participate as a director, officer, 5% stockholder, partner, employee, consultant or otherwise, in any corporation, partnership or other entity which is competitive with any business or activity conducted by the Corporation. (b) The Corporation and the Employee agree that the services of the Employee rendered hereunder are of a personalspecial and unusual character that have a unique value to Company and the conduct of its Business, special, unique and extraordinary character, and the loss of which 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 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 Executive will not, directly or indirectly, whether as principal, agent, trustee or through the agency of any corporation, partnership, association or agent (other than as the holder of not more than five percent (5%) of the 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 (in any capacity, including without limitation as a director, officer or employee) 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 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 Non-competition Period, he or she shall not: (i) employ or seek to employ any person who is then employed or retained by Company or its affiliates (or who was so employed or retained at any time within the six (6) month period prior to the last day of Executive’s employment with Company); or (ii) solicit, induce, or influence any proprietor, partner, stockholder, lender, director, officer, employee, joint venturer, investor, consultant, agent, lessor, supplier, customer or 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 agreements restrictions set forth in such sections are fair and reasonable and are reasonably required for the protection of the Employee under 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 (10) may 11. It is the belief of the parties, therefore, that the best protection that can be given to Company that does not in any way infringe upon the rights of Executive to engage 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, 10 and 11, the parties agree that the restrictions contained therein shall be enforced to the maximum extent permitted by the Corporation law as more particularly set forth in equity by an injunction or restraining order in addition to being enforced by the Corporation at law. (c) Section 12 below. In the event that this Section (10) any of said restrictions shall be determined held unenforceable by any court of competent jurisdiction to be 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 by reason of its extending for too long a period of time or over too great a range of activitiesand that as so modified, it the covenant shall be interpreted to extend only over as fully enforceable as if it had been set forth herein by the maximum period of time or range of activities as to which it may be enforceableparties.

Non-Competition. (aA) During You acknowledge that 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 of the Employee under this Employment Agreement, by Nabi and during for a period of one (1) year after termination of such 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 Corporationfor any reason whatsoever, (i) the Employee shall not engageyou will not, either directly or indirectly, (a) engage or become interested, as owner, employee, consultant, partner, through stock ownership (except ownership of less than five percent of 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 manner type of business or capacity, enterprise engaged in any business or activity which is competitive with any business of Nabi (a "Competitive Business"), (b) solicit or activity conducted by the Corporation; (ii) the Employee shall not work accept orders from any current or past customer of Nabi for products or employ, directly services offered or indirectlysold by, or cause competitive with products or services offered or sold by, Nabi, (c) induce or attempt to be employed by anotherinduce any such customer to reduce such customer's purchase of products or services from Nabi, any person who was an employee, officer (d) disclose or agent of use for the Corporation or benefit of any Competitive Business the name and/or requirements of its subsidiaries at any time during a period such customer or (e) solicit any of twelve (12) months prior Nabi's employees to leave the termination employ of Nabi or hire or negotiate for the employment of the Employee under this Employment Agreement nor shall the Employee form any partnership with, or establish any business venture in cooperation with, any such person which is competitive with any business or activity employee of the Corporation; (iii) 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 person, partnership, corporation or other entity who purchased goods or services from the Corporation or its subsidiaries within one (1) year before the termination of the employment of the Employee under this Employment Agreement; (iv) the Employee shall not have any material financial interest, or participate as a director, officer, 5% stockholder, partner, employee, consultant or otherwise, in any corporation, partnership or other entity which is competitive with any business or activity conducted by the CorporationNabi. (bB) The Corporation You have carefully read and considered the Employee provisions of this Section and Section 8 and having done so, agree that the services 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 Employee are interest of a personalNabi, specialits officers, unique and extraordinary characterdirectors, and cannot other employees. You acknowledge that upon termination of this Agreement for any reason, it may be replaced by the Corporation without great difficultynecessary for you to relocate to another area, and you agree that this restriction is fair and reasonable and is reasonably required for the violation by the Employee of any of his agreements under this Section (10) would damage the goodwill protection of the Corporation and cause the Corporation irreparable harm which could not reasonably or adequately be compensated in damages in an action at lawinterests of Nabi, its officers, directors, 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 lawother employees. (cC) In the event that that, notwithstanding the foregoing, any of the provisions of this Section (10) or Section 8 shall be determined held to be invalid or unenforceable, the 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 this 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, said time period and/or areas of restriction shall be deemed to become, 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 specifically enforced by injunction or similar remedy in any court of competent jurisdiction to be unenforceable by reason of its extending without affecting any claim for too long a period of time or over too great a range of activities, it shall be interpreted to extend only over the maximum period of time or range of activities as to which it may be enforceabledamages.

Non-Competition. (a) During 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 term Bank is paying Executive benefits under Section 6 of employment of the Employee under this Employment Agreement, and during Executive agrees not to compete with the Bank and/or the Company for a period of one (1) year after following such termination within twenty-five (25) miles of employment any existing branch of the Employee under this Employment Agreement without regard Bank or any subsidiary of the Company or within twenty-five (25) miles of any office for which the Bank, the Company or a Bank subsidiary of the Company has filed an application for regulatory approval to establish an office, determined as of the cause effective date of termination of employment and whether or not such termination of employment was caused termination, except as agreed to pursuant to a resolution duly adopted by the Employee or by the CorporationBoard. Executive agrees that during such period and within said area, (i) the Employee shall not engagecities, either directly or indirectlytowns and counties, 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 Executive shall not work for or employadvise, consult or otherwise serve with, directly or indirectly, any entity whose business materially competes with the depository, lending or cause to be employed by another, any person who was an employee, officer or agent other business activities of the Corporation or Bank and/or the Company. The parties hereto, recognizing that irreparable injury will result to the Bank and/or the Company, its 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, the Bank and/or the Company will be entitled, in addition to any other remedies and damages available, to an 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 its subsidiaries at 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 time during a period of twelve (12) months prior other remedies available to the termination Bank and/or the Company for such breach or threatened breach, including the recovery of the employment of the Employee under this Employment Agreement nor shall the Employee form any partnership with, or establish any business venture in cooperation with, any such person which is competitive with any business or activity of the Corporation; (iii) 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 person, partnership, corporation or other entity who purchased goods or services damages from the Corporation or its subsidiaries within one (1) year before the termination of the employment of the Employee under this Employment Agreement; (iv) the Employee shall not have any material financial interest, or participate as a director, officer, 5% stockholder, partner, employee, consultant or otherwise, in any corporation, partnership or other entity which is competitive with any business or activity conducted by the CorporationExecutive. (b) The Corporation Executive recognizes and the Employee agree acknowledges that the services knowledge of the Employee 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 knowledge of the past, present, planned or considered business activities of the Bank or affiliates thereof to any person, firm, corporation, or other entity for any reason or purpose whatsoever (except for such disclosure as may be required to be provided to any federal banking agency with jurisdiction over the Bank or Executive). Notwithstanding the foregoing, Executive may disclose any knowledge of banking, financial and/or economic principles, concepts or ideas which are not solely and exclusively derived from the business plans and activities of a personal, special, unique and extraordinary characterthe Bank, and cannot be replaced by Executive may disclose any information regarding the Corporation without great difficulty, and that Bank or 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 Company 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. (c) is otherwise publicly available. In the event that of a breach or threatened breach by Executive of the provisions of this Section (10) shall Section, the Bank will be determined by 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 court of competent jurisdiction 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 unenforceable by reason disclosed. Nothing herein will be construed as prohibiting the Bank from pursuing any other remedies available to the Bank for such breach or threatened breach, including the recovery 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 maximum period of time or range of activities as to which it may be enforceabledamages from Executive.

Non-Competition. (a) During Employee acknowledges and agrees that the term retention of employment Confidential Information is essential to the continued existence of the Company, and that such information constitutes trade secrets, disclosure of which would irreparably harm the business of the Company. Employee further acknowledges that the Company would find it extremely difficult to replace Employee. Accordingly, Employee agrees that he will not during the period he is employed by the Company or any present or future parent, subsidiary or affiliate of the Company, under this Employment AgreementAgreement or otherwise, and during for 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, 12 months thereafter (i) the Employee shall not engageengage in, either or otherwise 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 indirectlyindirectly be employed by, or cause to be employed by anotheract as a consultant, any person who was an employee, officer advisor or agent of the Corporation or of any of its subsidiaries at any time during a period of twelve (12) months prior to the termination of the employment of the Employee under this Employment Agreement nor shall the Employee form any partnership withlender to, or establish any business venture in cooperation with, any such person which is competitive with any business or activity of the Corporation; (iii) 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 person, partnership, corporation or other entity who purchased goods or services from the Corporation or its subsidiaries within one (1) year before the termination of the employment of the Employee under this Employment Agreement; (iv) the Employee shall not have any material financial interest, or participate as be a director, officer, 5% employee, stockholder, partnerowner, employeeor partner of, consultant or otherwiseany other Competitive Business (as hereinafter defined), (ii) assist others in engaging in any Competitive Business, (iii) induce any employee of the Company or any present or future parent, subsidiary or affiliate of this Company to terminate his employment with the Company or such parent, subsidiary or affiliate, or engage in any Competitive Business, within a period of one year after such person is no longer employed by the Company or any present or future parent, subsidiary or affiliate of the Company, or (iv) induce any entity or person with which the Company or any of present or future parent, subsidiary or affiliate has a business relationship to terminate or alter such business relationship. As used herein "Competitive Business" means and includes the business of designing, developing, manufacturing and marketing RF/Microwave/Millimeter/ Wave ceramic capacitors, thin film products and other passive components and any other business that provides services and/or products which are comparable to the services and/or products provided or contemplated to be provided by the Company or any present or future parent, subsidiary or affiliate of the Company. Notwithstanding anything contained herein to the contrary, the provisions of this Paragraph 9 will not be deemed breached merely because Employee owns not more than 1% of the outstanding common stock of a corporation, partnership if, at the time of its acquisition by Employee, such stock is listed on a national securities exchange, is reported on NASDAQ, or other entity which is competitive with any business or activity conducted regularly traded in the over-the-counter market by the Corporationa member of a national securities exchange. (b) The Corporation and the Employee agree understands that the services foregoing restrictions may limit his ability to earn a livelihood in a business similar to that of the Employee are of a personalCompany or any present or future parent, 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 subsidiary or affiliate of the Corporation Company, but he nevertheless believes that he has received and cause the Corporation irreparable harm which could not reasonably or adequately be compensated in damages in will receive sufficient consideration and other benefits as an action at law, and that the agreements employee of the Company and as otherwise provided hereunder to justify such restrictions which, in any event (given his education, skills and ability), 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 lawdoes not believe would prevent him from earning a livelihood. (c) In The obligations of Employee pursuant to this Paragraph 9 shall survive the event that termination of his employment and of this Section (10) shall be determined by any court of competent jurisdiction to be 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 maximum period of time or range of activities as to which it may be enforceableAgreement.

Non-Competition. (a) During the term of employment of the Employee under this Employment Agreement, and during for a period of one (1) year after following the termination of employment this Agreement (except as provided below), the Executive Chairman will not, without the prior written consent of the Employee under this Employment Agreement without regard to Company, which may be withheld at 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 employCompany’s sole discretion, directly or indirectly, for the Executive Chairman’s own benefit or cause 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 employed developed, manufactured, marketed, licensed, sold or provided, by anotherthe Company, any person who was an employee, officer or agent of the Corporation or of any of its subsidiaries in each case at any time during a the period of twelve (12) months prior to the termination Executive Chairman is the Executive Chairman of the employment Board (the “Business”); (ii) own, finance, or invest in (except as the holder of not more than one percent of the Employee under this Employment Agreement nor shall the Employee form outstanding stock of a publicly-held company) any partnership withBusiness, or establish any business venture in cooperation with, any such person which is competitive with any business or activity of the Corporation; (iii) the Employee shall not giveparticipate in, sell or lease any goods or render services competitive with the goods or services of the Corporation or its subsidiaries to any person, partnership, corporation or other entity who purchased goods or services from the Corporation or its subsidiaries within one (1) year before the termination of the employment of the Employee under this Employment Agreement; (iv) the Employee shall not have any material financial interestto, or participate assist any person or entity that engages in or is preparing to engage in the Business in any capacity (whether as a directoran employee, consultant, contractor, partner, officer, 5% stockholderdirector, partner, employee, consultant or otherwise) (x) which involves the same or similar types of services the Executive Chairman performed for the Company at any time during the Executive Chairman’s engagement with the Company or (y) in 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 deemed not to be a Business and this Section 7.2 shall not apply to the Executive Chairman with respect to any corporationinterest, partnership 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 entity which is competitive 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 business or activity conducted by the Corporationthird party commercial entity. (b) The Corporation and the 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. (c) In the event that this Section (10) shall be determined by any court of competent jurisdiction to be 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 maximum period of time or range of activities as to which it may be enforceable.

Non-Competition. (a) During the term Each Member that is an Employee agrees that during such employment and for 18 months following termination of employment of the Employee under this Employment Agreementsuch employment, and during a period each other Member (other than Employees) agrees that until the earlier to occur 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) 18 months after 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; date such Member no longer has a Membership Interest and (ii) twelve (12) months following the Employee shall not work consummation of a Drag-Along Transaction (as applicable, the “Non-Competition Period”), except for or employPermitted Activities, such Member will not, directly or indirectly, either individually 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 prior to the termination of the employment of the Employee under this Employment Agreement nor shall the Employee form any partnership with, or establish any business venture in cooperation with, any such person which is competitive with any business or activity of the Corporation; (iii) 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 person, partnership, corporation or other entity who purchased goods or services from the Corporation or its subsidiaries within one (1) year before the termination of the employment of the Employee under this Employment Agreement; (iv) the Employee shall not have any material financial interest, or participate as a directorprincipal, officer, 5% stockholderowner, partner, agent, representative, consultant, contractor, employee, consultant or otherwiseas a director or officer of any company, in any corporation, partnership or association, or in any other entity which is competitive manner or capacity whatsoever, except on behalf of the Company, its Subsidiaries, PubCo (and any successor or assign of PubCo) or any of its subsidiaries, become employed by, control, manage, carry on, join, lend money for, operate, engage in, establish, take steps to establish, perform services for, invest in, solicit investors for, consult for, do business with or otherwise engage in Business in the Restricted Area. Accordingly, except for any business or activity conducted by Permitted Activities, such Member, without the Corporation. (b) The Corporation prior written consent of the Board and the Employee agree that the services Class A-1 Members holding a majority of the Employee are Class A-1 Units, agrees not to during the Non-Competition Period (A) establish, engage in, invest in or provide services for any Business in the Restricted Area; (B) solicit business for or on behalf of any person, business entity, or endeavor operating, or preparing to operate, any Business in the Restricted Area; or (C) engage in or contributes his, her or its knowledge to any employment, work, business, or endeavor which would require such Member to use or disclose the Company’s Confidential Information. Notwithstanding the foregoing to the contrary, nothing in this Agreement shall be deemed to prohibit any Member from directly or indirectly owning or acquiring, solely as a passive investment, securities 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 mutual fund in which such Member has no management control or securities of any entity traded on a Recognized Securities Exchange if such Member is not a controlling person of his agreements under this Section or a member of a group which controls such entity and does not, directly or indirectly, own beneficially or of record more than one percent (101.0%) 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 any class 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 lawsecurities of such Person. (c) In the event that this Section (10) shall be determined by any court of competent jurisdiction to be 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 maximum period of time or range of activities as to which it may be enforceable.

Non-Competition. (a) During 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 term Bank is paying Executive benefits under Section 6 of employment of the Employee under this Employment Agreement, and during Executive agrees not to compete with the Bank and/or the Company for a period of one (1) year after following such termination within twenty-five (25) miles of employment any existing branch of the Employee under this Employment Agreement without regard Bank or any subsidiary of the Company or within twenty-five (25) miles of any office for which the Bank, the Company or a Bank subsidiary of the Company has filed an application for regulatory approval to establish an office, determined as of the cause effective date of termination of employment and whether or not such termination of employment was caused termination, except as agreed to pursuant to a resolution duly adopted by the Employee or by the CorporationBoard. Executive agrees that during such period and within said area, (i) the Employee shall not engagecities, either directly or indirectlytowns and counties, 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 Executive shall not work for or employadvise, consult or otherwise serve with, directly or indirectly, any entity whose business materially competes with the depository, lending or cause to be employed by another, any person who was an employee, officer or agent other business activities of the Corporation or Bank and/or the Company. The parties hereto, recognizing that irreparable injury will result to the Bank and/or the Company, its 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, the Bank and/or the Company will be entitled, in addition to any other remedies and damages available, to an 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 its subsidiaries at 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 time during a period of twelve (12) months prior other remedies available to the termination Bank and/or the Company for such breach or threatened breach, including the recovery of the employment of the Employee under this Employment Agreement nor shall the Employee form any partnership with, or establish any business venture in cooperation with, any such person which is competitive with any business or activity of the Corporation; (iii) 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 person, partnership, corporation or other entity who purchased goods or services damages from the Corporation or its subsidiaries within one (1) year before the termination of the employment of the Employee under this Employment Agreement; (iv) the Employee shall not have any material financial interest, or participate as a director, officer, 5% stockholder, partner, employee, consultant or otherwise, in any corporation, partnership or other entity which is competitive with any business or activity conducted by the CorporationExecutive. (b) The Corporation Executive recognizes and the Employee agree acknowledges that the services knowledge of the Employee 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 knowledge of the past, present, planned or considered business activities of the Bank or affiliates thereof to any person, firm, corporation, or other entity for any reason or purpose whatsoever (except for such disclosure as may be required to be provided to any federal banking agency with jurisdiction over the Bank or Executive). Notwithstanding the foregoing, Executive may disclose any knowledge of banking, financial and/or economic principles, concepts or ideas which are not solely and exclusively derived from the business plans and activities of a personal, special, unique and extraordinary characterthe Bank, and cannot be replaced by Executive may disclose any information regarding the Corporation without great difficulty, and that Bank or 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 Company 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. (c) is otherwise publicly available. In the event that of a breach or threatened breach by Executive of the provisions of this Section (10) shall Section, the Bank will be determined by 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 court of competent jurisdiction 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 unenforceable by reason disclosed. Nothing herein will be construed as prohibiting the Bank from pursuing any other remedies available to the Bank for such breach or threatened breach, including the recovery 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 maximum period of time or range of activities as to which it may be enforceabledamages from Executive.

Non-Competition. The Executive acknowledges and recognizes the highly competitive nature of the business of the Corporation and its affiliates as well as his extensive participation in the ownership of the common stock of the Corporation. The Executive accordingly agrees, until the third anniversary of the Executive's termination or resignation of employment (such date being hereafter referred to as the "Restricted Date"), as follows: (a) During the term The Executive will not directly or indirectly engage (as owner, stockholder, partner or otherwise, except as a holder of employment fewer than 5% of the Employee under this Employment Agreement, and during outstanding shares or other equity interests of a period of one (1company whose shares or other equity interests are publicly traded) 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 indirectly competes with the business of the Corporation or of any of its subsidiaries at any time during a period of twelve (12) months prior to affiliates within the termination of the employment of the Employee under this Employment Agreement nor shall the Employee form any partnership with, or establish any business venture same jurisdictions in cooperation with, any such person which is competitive with any business or activity of the Corporation; (iii) the Employee shall not give, sell or lease any goods or services competitive with the goods or services of the Corporation or any of its subsidiaries to any person, partnership, corporation or other entity who purchased goods or services from affiliates engages in business at the Corporation or its subsidiaries within one (1) year before the termination time of the employment of Executive's termination or resignation, as the Employee under this Employment Agreement; (iv) the Employee shall not have any material financial interest, or participate as a director, officer, 5% stockholder, partner, employee, consultant or otherwise, in any corporation, partnership or other entity which is competitive with any business or activity conducted by the Corporationcase may be. (b) The Corporation and the Employee agree that the services Executive will not directly or indirectly induce any employee of the Employee are Corporation or any of a personal, special, unique and extraordinary characterits affiliates to engage in any activity in which the Executive is prohibited from engaging by paragraph (a) above or to terminate his employment with the Corporation or any of its affiliates, and canwill not be replaced directly or indirectly employ or offer employment to any person who was employed by the Corporation without great difficulty, and that the violation by the Employee of or any of his agreements under this Section (10) would damage the goodwill its affiliates unless such person shall have been terminated without cause or ceased to be employed by any such entity for a period 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 lawleast 12 months. (c) In The Executive will not make any statement or take any action intended to impair the event goodwill or the business reputation of the Corporation or any of its affiliates, or to be otherwise detrimental to the interests of the Corporation or any of its affiliates, including any action or statement intended, directly or indirectly, to benefit a competitor of the Corporation or any of its affiliates. (d) It is expressly understood and agreed that although the Executive and the Corporation consider the restrictions contained in this Section (10) 10 to be reasonable, if a final judicial determination is made by a court of competent jurisdiction that the time or territory or any other restriction contained in this Agreement is an unenforceable restriction against the Executive, the provisions of this Agreement shall not be rendered void but shall be determined by 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 to finds that any restriction contained in this Agreement is unenforceable, and such restriction cannot be 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 maximum period of time or range of activities amended so as to which make it may be enforceable, such finding shall not affect the enforceability of any of the other restrictions contained herein.

Non-Competition. (a) During 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 term Bank and/or the Company is paying Executive the benefits entitled to Executive under Section 6 of employment of the Employee under this Employment Agreement, and during Executive agrees not to compete with the Bank and/or the Company for a period of one (1) year after following such termination of employment 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 establish an office, determined as of the Employee under this Employment Agreement without regard effective date of such termination, except as agreed to the cause of termination of employment and whether or not such termination of employment was caused pursuant to a resolution duly adopted by the Employee or by the CorporationBoard. Executive agrees that during such period and within said area, (i) the Employee shall not engagecities, either directly or indirectlytowns and counties, 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 Executive shall not work for or employadvise, consult or otherwise serve with, directly or indirectly, any entity whose business materially competes with the depository, lending or cause to be employed by another, any person who was an employee, officer or agent other business activities of the Corporation or Bank and/or the Company. The parties hereto, recognizing that irreparable injury would result to the Bank and/or the Company, its business and property in the event of Executive’s breach of this Subsection 11(a), agree that in the event of any of its subsidiaries at such breach by Executive, the Bank and/or the Company would be entitled, in addition to any time during a period of twelve (12) months prior other remedies and damages available, to an 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 termination Bank and/or the Company for such breach or threatened breach, including the recovery of damages from Executive. (b) Executive recognizes and acknowledges that the knowledge of the employment business activities and plans for business activities of the Employee under this Employment Agreement nor shall the Employee form any partnership withBank and affiliates thereof, or establish any business venture in cooperation withas it may exist from time to time, any such person which is competitive with any business or activity a valuable, special and unique asset of the Corporation; (iii) the Employee shall not give, sell or lease any goods or services competitive with the goods or services business of the Corporation Bank. Executive will not, during or its subsidiaries after the term of his employment, disclose any knowledge of the past, present, planned or considered business activities of the Bank or affiliates thereof to any person, partnershipfirm, corporation, or other entity for any reason or purpose whatsoever (except for such disclosure as may be required to be provided to any federal banking agency with jurisdiction over the Bank or Executive). Notwithstanding the foregoing, Executive may disclose any knowledge of banking, 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 or other entity who purchased goods or services from the Corporation or its subsidiaries within one (1) year before the termination of the employment of the Employee under this Employment Agreement; (iv) the Employee shall not have any material financial interest, or participate as a director, officer, 5% stockholder, partner, employee, consultant or otherwiseto whom such knowledge, in any corporationwhole or in part, partnership has been disclosed or other entity which is competitive with any business or activity conducted by the Corporation. (b) The Corporation and the 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. (c) In the event that this Section (10) shall be determined by any court of competent jurisdiction threatened to be unenforceable by reason disclosed. Nothing herein will be construed as prohibiting the Bank from pursuing any other remedies available to the Bank for such breach or threatened breach, including the recovery 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 maximum period of time or range of activities as to which it may be enforceabledamages from Executive.

Non-Competition. (a) During The Employee acknowledges that the services he will render to the Company are special, unique, of high quality and of unusual character and therefore are of peculiar value to the Company. In addition, the Employee acknowledges that the Company's business is highly competitive, and through his employment by the Company he is given access to, and will use, unique and confidential information which must be available exclusively to the Company in order to preserve the value of its business. Accordingly, the Employee agrees that during the term of employment of the Employee under this Employment Agreement, Agreement and during for a period of one five (15) year after termination of employment of period from the Employee under this Employment Agreement without regard to the cause date of termination hereunder (the "Non-Compete Period"), he will not, anywhere in the United States of employment and whether or not such termination of employment was caused by the Employee or by the Corporation, (i) the Employee shall not engageAmerica, either directly separately, jointly or indirectly, in any manner or capacity, in any business or activity which is competitive association with any business or activity conducted by the Corporation; (ii) the Employee shall not work for or employothers, directly or indirectly, or cause to be employed by anotheras an officer, any person who was an director, consultant, agent, employee, officer or agent owner, partner, stockholder (except for a minority stockholding of the Corporation or of any of its subsidiaries at any time during a period of twelve (12) months prior to the termination of the employment of the Employee under this Employment Agreement nor shall the Employee form any partnership with, or establish any business venture publicly traded company in cooperation with, any such person which is competitive with any business or activity of the Corporation; (iii) the Employee shall not giveparticipate in management) or otherwise: (a) establish, sell engage in, become economically interested in or lease work on behalf of any goods business in fidelity, surety, errors and omissions liability or services competitive other lines of insurance underwritten by the Company or any of the affiliates of the Company and which competes with the goods or services business of the Corporation Company or its subsidiaries to any person, partnership, corporation or other entity who purchased goods or services from the Corporation or its subsidiaries within one (1) year before the termination of the employment of the Employee under this Employment Agreementsuch affiliates; (iv) the Employee shall not have any material financial interest, or participate as a director, officer, 5% stockholder, partner, employee, consultant or otherwise, in any corporation, partnership or other entity which is competitive with any business or activity conducted by the Corporation.or (b) The Corporation and the Employee agree that the services solicit or service any party who is or was a customer, agent or supplier of the Employee are Company or any affiliates of a personal, special, unique and extraordinary characterthe Company for any purpose relating to, and cannot be replaced in competition with, the lines of insurance underwritten by the Corporation without great difficulty, and that the violation by the Employee of Company or any of his agreements under this Section (10) would damage the goodwill affiliates 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.Company; or (c) In solicit for employment any person who is or was an employee of the event that this Section (10) Company. Notwithstanding the foregoing, the Non-Compete Period shall be determined by any court of competent jurisdiction reduced to be unenforceable by reason of its extending for too long a period of time two (2) years following termination of the Employee's employment hereunder in the event the Employee (i) is terminated without cause pursuant to Section 2(c) hereof, (ii) terminates his employment in the event "circumstances of employment shall have changed" pursuant to Section 2(d) hereof, or over too great (iii) terminates his employment pursuant to Section 2(f) hereof following a range Change in Control of activities, it shall be interpreted to extend only over the maximum period of time or range of activities as to which it may be enforceableCompany.

Non-Competition. (a) During Employee agrees and acknowledges that, during the term of employment of the Employee under this Employment AgreementRestrictive Period, 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 he 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 employshe will not, directly or indirectly, for himself , or cause to be employed by anotheron behalf of others, as an individual on Employee’s own account, or as a partner, joint venturer, employee, agent, salesman, contractor, officer, director or otherwise, for him/herself or any other person, partnership, firm, corporation, association or other legal entity, enter into, engage in, accept employment from, or provide any services to, or for, any person who was an employee, officer or agent business that is in the Business of the Corporation Company, or engage in any activity that is competitive with the Company, in the Restricted Area. The parties agree that this non-competition provision is intended to cover situations where a future business opportunity in which the Employee is engaged or a future employer of any the Employee is selling the same or similar products and services in a Business which may compete with the Company’s products and services to Customers and Prospective Customers of its subsidiaries at any time during the Company in the Restricted Area. This provision shall not cover future business opportunities or employers of the Employee that sell different types of products or services in the Restricted Area so long as such future business opportunities or employers are not in the Business of the Company. Notwithstanding the preceding paragraphs, the spirit and intent of this non-competition clause is not to deny the Employee the ability to support his or her family, but rather to prevent the Employee from using the knowledge and experiences obtained from the Company in a period of twelve (12) months prior to similar competitive environment. Along those lines, should the termination of Employee leave the employment of the Employer for any reason, he or she would be prohibited from joining a for-profit cancer testing genetics laboratory and/or company in the Business of the Company in the Restricted Area. The Parties agree that all non-profit medical testing laboratories, hospitals and academic institutions as well as for-profit prenatal and pediatric/constitutional genetic testing laboratories are excluded from the restrictions in paragraph 8(b). In other words, the Employee would be allowed under this Employment Agreement nor shall non-compete clause to work in any non-profit cancer genetics testing laboratory (e.g., in academia) as well as in a private, for-profit prenatal laboratory or pediatric/constitutional genetics testing laboratory. Thus, the spirit and intent of this non-competition clause is intended to prevent the Employee form from acting in any partnership with, or establish any business venture in cooperation with, any such person which is competitive with any business or activity of the Corporation; (iii) capacities outlined in this paragraph for any “for-profit” cancer genetics testing laboratories that do the Employee shall not give, sell type of any one or lease any goods or services competitive with the goods or services more of the Corporation or its subsidiaries to any person, partnership, corporation or other entity who purchased goods or services from types of testing defined in the Corporation or its subsidiaries within one (1) year before definition of Business in the termination of the employment of the Employee under this Employment Agreement; (iv) the Employee shall not have any material financial interest, or participate as a director, officer, 5% stockholder, partner, employee, consultant or otherwise, in any corporation, partnership or other entity which is competitive with any business or activity conducted by the CorporationRestricted Area. (b) The Corporation and the 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. (c) In the event that this Section (10) shall be determined by any court of competent jurisdiction to be 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 maximum period of time or range of activities as to which it may be enforceable.

Non-Competition. (aA) The Employee understands and recognizes that his services to the Corporation are special and unique and agrees that, during the term of this Agreement and, unless such termination is by the Employee pursuant to 7(A)(iii) below, for a period of six (6) months from the date of termination of his 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 or commercialization of products directly competitive with products of the Corporation, including products under development by the Corporation, either as an individual for his own account, or as a partner, joint venturer, executive, agent, consultant, salesperson, officer, director or shareholder of a Person operating or intending to operate in the areas of therapeutics for inflammatory bowel disease, or the treatment of diseases by drugs which act through the modulation of superoxide dismutase, or cell therapy for liver diseases, or any additional areas of research or other business in which the Corporation is 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 corporation engaged in any of the foregoing businesses which has a class of securities registered pursuant to the Securities Exchange Act of 1934. (B) During the term of employment of the Employee under this Employment AgreementAgreement and for six (6) months thereafter, 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 employnot, directly or indirectly, without the prior written consent of the Corporation, solicit or cause to be employed by another, induce any person who was an employee, officer or agent 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 its subsidiaries at the Corporation or any time during a period of twelve (12) months prior to the termination of affiliate or any employee who has left the employment of the Employee under this Employment Agreement nor shall Corporation or any affiliate within six months of the Employee form any partnership with, or establish any business venture in cooperation with, any such person which is competitive termination of said employee's employment with any business or activity of the Corporation; (iii) 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 person, partnership, corporation or other entity who purchased goods or services from the Corporation or its subsidiaries within one (1) year before the termination of the employment of the Employee under this Employment Agreement; (iv) the Employee shall not have any material financial interest, or participate as a director, officer, 5% stockholder, partner, employee, consultant or otherwise, in any corporation, partnership or other entity which is competitive with any business or activity conducted by the Corporation.or (b) The Corporation and the 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. (cC) In the event that the Employee breaches any provisions of this Section (10) 5 or there is a threatened breach, then, in addition to any other rights which the Corporation may have, the Corporation shall be determined by 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 prevented from seeking any court of competent jurisdiction to be 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 maximum period of time or range of activities as to other remedies which it may be enforceableavailable.

Non-Competition. (a) During Upon any termination of Executive's employment hereunder pursuant to Section 4 hereof, Executive agrees not to compete with the term of employment of the Employee under this Employment Agreement, and during Institution for a period of one (1) year after following such termination of employment in any city, town or county in which the Executive's normal business office is located and the Institution has an office or has filed an application for regulatory approval to establish an office, determined as of the Employee under this Employment Agreement without regard effective date of such termination, except as agreed to the cause of termination of employment and whether or not such termination of employment was caused pursuant to a resolution duly adopted by the Employee or by the CorporationBoard. Executive agrees that during such period and within said cities, (i) the Employee shall not engagetowns and counties, 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 Executive shall not work for or employadvise, consult or otherwise serve with, directly or indirectly, any entity whose business materially competes with the depository, lending or cause to be employed by another, any person who was an employee, officer or agent other business activities of the Corporation or Institution. The parties hereto, recognizing that irreparable injury will result to the Institution, its 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, the Institution, will be entitled, in addition to any other remedies and damages available, to an injunction to restrain the violation hereof by Executive, Executive's partners, agents, servants, employees and all persons acting for or under the direction of its subsidiaries at Executive. Nothing herein will be construed as prohibiting the Institution from pursuing any time during a period of twelve (12) months prior other remedies available to the termination Institution for such breach or threatened breach, including the recovery of the employment of the Employee under this Employment Agreement nor shall the Employee form any partnership with, or establish any business venture in cooperation with, any such person which is competitive with any business or activity of the Corporation; (iii) 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 person, partnership, corporation or other entity who purchased goods or services damages from the Corporation or its subsidiaries within one (1) year before the termination of the employment of the Employee under this Employment Agreement; (iv) the Employee shall not have any material financial interest, or participate as a director, officer, 5% stockholder, partner, employee, consultant or otherwise, in any corporation, partnership or other entity which is competitive with any business or activity conducted by the CorporationExecutive. (b) The Corporation Executive recognizes and the Employee agree acknowledges that the services knowledge of the Employee are business activities and plans for business activities of the Institution and affiliates thereof, as it may exist from time to time, is a personalvaluable, specialspecial and unique asset of the business of the Institution. Executive will not, unique and extraordinary characterduring or after the term of his employment, and cannot be replaced disclose any knowledge of the past, present, planned or considered business activities of the Institution or affiliates thereof to any person, firm, corporation, or other entity for any reason or purpose whatsoever, unless expressly authorized by the Corporation without great difficultyBoard of Directors or required by law. Notwithstanding the foregoing, Executive may disclose any knowledge of banking, financial and/or economic principles, concepts or ideas which are not solely and that exclusively derived from the violation by the Employee of any of his agreements under this Section (10) would damage the goodwill business plans and activities 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. (c) Institution. In the event that of a breach or threatened breach by Executive of the provisions of this Section (10) shall Section, the Institution will be determined by 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 Institution or affiliates thereof, or from rendering any court of competent jurisdiction 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 unenforceable by reason disclosed. Nothing herein will be construed as prohibiting the Institution from pursuing any other remedies available to the Institution for such breach or threatened breach, including the recovery 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 maximum period of time or range of activities as to which it may be enforceabledamages from Executive.

Non-Competition. (a) During Employee agrees that during Employee's employment with Employer, and for the term period of employment 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 Employee under this Employment AgreementTermination Date), 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 employnot, directly or indirectly, for his own account or cause to be employed by another, any person who was as an employee, officer officer, director, partner, joint venturer, shareholder, investor or agent 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 Corporation 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 of its subsidiaries at any time during independent contractors or suppliers servicing Employer. (c) Employee agrees that for a period of twelve (12) months prior to immediately following the termination of his employment with Employer, Employee shall not, directly or indirectly, employ or solicit the employment or engagement by himself or others of the Employee under any employees of Employer or of any independent contractors or suppliers servicing Employer; PROVIDED, HOWEVER, that this Employment Agreement nor Section 8.1.(c) shall the Employee form any partnership with, apply only with respect to such employment or establish any business venture solicitation of employment in cooperation with, any such person which is competitive with any a business or activity of venture related to the Corporation; (iii) 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 person, partnership, corporation or other entity who purchased goods or services from the Corporation or its subsidiaries within one (1) year before the termination of the employment of the Employee under this Employment Agreement; (iv) the Employee shall not have any material financial interest, or participate as a director, officer, 5% stockholder, partner, employee, consultant or otherwise, in any corporation, partnership or other entity which is competitive with any business or activity conducted by the CorporationDirect Response industry. (bd) The Corporation and existence of any claim or cause of action by Employee against Employer shall not constitute a defense to the Employee agree that the services enforcement by Employer of the Employee are covenants contained in this section, but such claim or cause 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. (c) In the event that this Section (10) shall be determined by any court of competent jurisdiction to be 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 maximum period of time or range of activities as to which it may be enforceablelitigated separately.

Non-Competition. From the Effective Date through, and continuing thereafter until the later of (i) the end of the first year in which Company owes no royalties pursuant to Section 4 above and (ii) the termination of this Agreement, Physician agrees not to (and Physician agrees to cause its officers and members not to), in any manner directly or indirectly: (a) During engage (whether as principal, agent, investor, distributor, representative, stockholder, or consultant or otherwise, with or without pay) in any consulting, product development or similar activity or business venture anywhere in the term world related to a product that, in the reasonable discretion of employment Company, is similar to or competitive with any of the Employee under this Employment AgreementRoyalty Products or any other product of Company or its Affiliates; for the avoidance of doubt, and during a period products resulting from Physician’s rendition of one (1) year after termination of employment any of the Employee design services under the [***] described in Exhibit C hereto shall not be deemed competitive for the purposes of this Employment Agreement without regard Section 5.1; or (b) solicit or entice or endeavor to the cause solicit or entice away from Company any person who was a director, officer, employee, agent or physician of termination of employment and Company, either on Physician’s or Physician’s own account or for any third party, whether or not such termination person would commit any breach of his/her contract of employment was caused by reason of leaving the Employee or by the Corporationservice of Company, (i) the Employee shall and each Physician agrees 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 to employ, directly or indirectly, or cause to be employed by another, any person who was an employeea director, officer or agent employee of the Corporation Company or who by reason of any of its subsidiaries such position at any time during a period is [***] Confidential treatment has been requested for portions of twelve (12) months prior this exhibit. The copy filed herewith omits the information subject to the termination confidentiality request. Omissions are designated as [***]. A complete version of this exhibit has been filed separately with the employment Securities and Exchange Commission. or may be likely to be in possession of any Confidential Information relating to Company; or (c) take any action or make any statement the Employee under this Employment Agreement nor shall effect of which would be, directly or indirectly, to impair the Employee form any partnership withgood will of Company or the business reputation or good name of Company, or establish be otherwise detrimental to Company, including any business venture in cooperation withaction or statement intended, any such person which is competitive with any business directly or activity indirectly, to benefit a competitor of the Corporation; (iii) 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 person, partnership, corporation or other entity who purchased goods or services from the Corporation or its subsidiaries within one (1) year before the termination of the employment of the Employee under this Employment Agreement; (iv) the Employee shall not have any material financial interest, or participate as a director, officer, 5% stockholder, partner, employee, consultant or otherwiseCompany. The Parties agree that if, in any corporationproceeding, partnership the court or other entity which is competitive with any business authority shall refuse to enforce the covenants herein set forth because such covenants cover too extensive a geographic area or activity conducted by the Corporation. (b) The Corporation and the 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. (c) In the event that this Section (10) shall be determined by any court of competent jurisdiction to be unenforceable by reason of its extending for too long a period of time or over too great a range of activitiestime, it any such covenant shall be interpreted deemed appropriately amended and modified in keeping with the intention of the Parties to extend only over the maximum period of time or range of activities as to which it may be enforceableextent permitted by law.

Non-Competition. (a) During the term of employment In consideration of the benefits to be provided to Employee under this hereunder, Employee covenants that he will not, without the prior written consent of the Company, during the Employment Agreement, Period and during a the period of one (1) year after immediately following his termination of employment of for any reason other than pursuant to Sections 6(a), 6(e) and 6(f) (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“Restriction Period”) the Employee shall not engage, either in the Washington, D.C. metropolitan area, in any way, directly or indirectly, in the financing, acquisition, operation, development, management, leasing or disposition of any manner commercial office real estate property or capacityany improvements thereof on behalf of any public or non-public company, other than the activities set forth in any business or activity which is competitive with any business or activity conducted by Attachment A hereto (the Corporation; “Excluded Activities”). (iib) Employee hereby covenants and agrees that, at all times during the Restriction Period, Employee shall not work pursue or attempt to develop or to direct to any other entity any project which the Company is or was pursuing, developing 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 employ, directly its Affiliates with regard to other properties managed by the Company or indirectly, or cause to be employed by another, any person who was an employee, officer or agent its Affiliates with the consent of the Corporation or of Company) with any of its subsidiaries at any time during a period of twelve (12) months prior to the termination active lease negotiations of the employment Company which the Employee is or was actively involved in conducting or strategizing on behalf of the Company or its Affiliates. (c) Employee under this Employment Agreement nor shall hereby covenants and agrees that, at all times during the Employee form any partnership withRestriction Period, or establish any business venture in cooperation with, any such person which is competitive with any business or activity of the Corporation; (iii) the Employee shall not give(i) assist any other person or firm in counseling, sell advising, encouraging or lease soliciting any goods or services competitive with the goods or services of the Corporation or its subsidiaries to any person, partnership, corporation or other entity who purchased goods or services from the Corporation or its subsidiaries person that within one (1) year before immediately prior to the termination end of the employment Employment Period was, a tenant of the Employee under this Employment Agreement; Company or its Affiliates (iva “Tenant”) to terminate its lease with the Employee shall not have Company or its Affiliates, (ii) contact any material financial interestTenant 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 participate as a director, officer, 5% stockholder, partner, employee, consultant (iii) employ or otherwise, in seek to employ any corporation, partnership or other entity which is competitive with any business or activity conducted person employed within one (1) year immediately prior to the end of the Employment Period by the CorporationCompany or any of its Affiliates, or otherwise encourage or entice such person or entity to leave such employment. (bd) The Corporation and the Employee agree acknowledges that the services 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 Employee Company and are a material inducement to the Company to enter into this Agreement. It is the intention of a personal, special, unique and extraordinary character, and cannot be replaced by the Corporation without great difficulty, and parties hereto that the violation restrictions contained in this paragraph be enforceable to the fullest extent permitted by applicable law. Therefore, to 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. (c) In the event that this Section (10) shall be determined by extent any court of competent jurisdiction to shall determine that any portion of the foregoing restrictions is excessive, such provision shall not be unenforceable by reason of its extending for too long a period of time or over too great a range of activitiesentirely void, it but rather shall be interpreted limited or revised only to extend only over the maximum period of time or range of activities as extent necessary to which make it may be enforceable.

Non-Competition. (a) During 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 term Company and/or the Bank is paying Executive the benefits entitled to Executive under Section 6 of employment of the Employee under this Employment Agreement, and during Executive agrees not to compete with the Bank and/or the Company for a period of one (1) year after following such termination of employment 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 establish an office, determined as of the Employee under this Employment Agreement without regard effective date of such termination, except as agreed to the cause of termination of employment and whether or not such termination of employment was caused pursuant to a resolution duly adopted by the Employee or by the CorporationBoard. Executive agrees that during such period and within said area, (i) the Employee shall not engagecities, either directly or indirectlytowns and counties, 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 Executive shall not work for or employadvise, consult or otherwise serve with, directly or indirectly, any entity whose business materially competes with the depository, lending or cause to be employed by another, any person who was an employee, officer or agent other business activities of the Corporation or Bank and/or the Company. The parties hereto, recognizing that irreparable injury would result to the Bank and/or the Company, its business and property in the event of Executive’s breach of this Subsection 12(a), agree that in the event of any of its subsidiaries at such breach by Executive, the Bank and/or the Company would be entitled, in addition to any time during a period of twelve (12) months prior other remedies and damages available, to an 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 termination Bank and/or the Company for such breach or threatened breach, including the recovery of damages from Executive. (b) Executive recognizes and acknowledges that the knowledge of the employment business activities and plans for business activities of the Employee under this Employment Agreement nor shall the Employee form any partnership withCompany and affiliates thereof, or establish any business venture in cooperation withas it may exist from time to time, any such person which is competitive with any business or activity a valuable, special and unique asset of the Corporation; (iii) the Employee shall not give, sell or lease any goods or services competitive with the goods or services business of the Corporation Company. Executive will not, during or its subsidiaries after the term of his employment, disclose any knowledge of the past, present, planned or considered business activities of the Company or affiliates thereof to any person, partnershipfirm, corporation, or other entity for any reason or purpose whatsoever (except for such disclosure as may be required to be provided to any federal banking agency with jurisdiction over the Company or Executive). Notwithstanding the foregoing, Executive may disclose any knowledge of banking, 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 who purchased goods or services from the Corporation or its subsidiaries within one (1) year before the termination of the employment of the Employee under this Employment Agreement; (iv) the Employee shall not have any material financial interest, or participate as a director, officer, 5% stockholder, partner, employee, consultant or otherwiseto whom such knowledge, in any corporationwhole or in part, partnership has been disclosed or other entity which is competitive with any business or activity conducted by the Corporation. (b) The Corporation and the 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. (c) In the event that this Section (10) shall be determined by any court of competent jurisdiction threatened to be unenforceable by reason disclosed. Nothing herein will be construed as prohibiting the Company from pursuing any other remedies available to the Company for such breach or threatened breach, including the recovery 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 maximum period of time or range of activities as to which it may be enforceabledamages from Executive.

Non-Competition. (a) During 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 term Association is paying Executive benefits under Section 6 of employment of the Employee under this Employment Agreement, and during Executive agrees not to compete with the Association and/or the Company for a period of one (1) year after following such termination within twenty-five (25) miles of employment any existing branch of the Employee under this Employment Agreement without regard Association or any subsidiary of the Company or within twenty-five (25) miles of any office for which the Association, the Company or a Association subsidiary of the Company has filed an application for regulatory approval to establish an office, determined as of the cause effective date of termination of employment and whether or not such termination of employment was caused termination, except as agreed to pursuant to a resolution duly adopted by the Employee or by the CorporationBoard. Executive agrees that during such period and within said area, (i) the Employee shall not engagecities, either directly or indirectlytowns and counties, 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 Executive shall not work for or employadvise, consult or otherwise serve with, directly or indirectly, any entity whose business materially competes with the depository, lending or cause to be employed by another, any person who was an employee, officer or agent other business activities of the Corporation or Association and/or the Company. The parties hereto, recognizing that irreparable injury will result to the Association and/or the Company, its 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, the Association and/or the Company will be entitled, in addition to any other remedies and damages available, to an 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 its subsidiaries at 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 time during a period of twelve (12) months prior other remedies available to the termination Association and/or the Company for such breach or threatened breach, including the recovery of the employment of the Employee under this Employment Agreement nor shall the Employee form any partnership with, or establish any business venture in cooperation with, any such person which is competitive with any business or activity of the Corporation; (iii) 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 person, partnership, corporation or other entity who purchased goods or services damages from the Corporation or its subsidiaries within one (1) year before the termination of the employment of the Employee under this Employment Agreement; (iv) the Employee shall not have any material financial interest, or participate as a director, officer, 5% stockholder, partner, employee, consultant or otherwise, in any corporation, partnership or other entity which is competitive with any business or activity conducted by the CorporationExecutive. (b) The Corporation Executive recognizes and the Employee agree acknowledges that the services knowledge of the Employee 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 knowledge of the past, present, planned or considered business activities of the Association or affiliates thereof to any person, firm, corporation, or other entity for any reason or purpose whatsoever (except for such disclosure as may be required to be provided to any federal banking agency with jurisdiction over the Association or Executive). Notwithstanding the foregoing, Executive may disclose any knowledge of banking, financial and/or economic principles, concepts or ideas which are not solely and exclusively derived from the business plans and activities of a personal, special, unique and extraordinary characterthe Association, and cannot be replaced by Executive may disclose any information regarding the Corporation without great difficulty, and that Association or 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 Company 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. (c) is otherwise publicly available. In the event that of a breach or threatened breach by the Executive of the provisions of this Section (10) shall Section, the Association will be determined by 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 court of competent jurisdiction 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 unenforceable by reason disclosed. Nothing herein will be construed as prohibiting the Association from pursuing any other remedies available to the Association for such breach or threatened breach, including the recovery 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 maximum period of time or range of activities as to which it may be enforceabledamages from Executive.

Non-Competition. (a) During the term of employment .1 The Employee acknowledges that as Vice-President of the Employee under this Employment AgreementCompany, he will gain knowledge of, and during a period 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 one (1) year after termination of employment this Agreement is a condition of the Employee under this Employment Agreement without regard to acquisition of all of the cause shares and warrants of termination of employment and whether or not such termination of employment was caused 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 or by is a vendor of securities under the Corporation, (i) SEAgreement. .2 At any time while the Employee shall not engage, either directly or indirectly, remains 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 employ of the Corporation or of any of its subsidiaries Company, and where his employment is terminated, then at any time during a period of twelve (12) months prior following the date of such termination (unless such termination is made without cause and the Company has failed to pay or make reasonable provisions for the termination payment of the employment monies contemplated in paragraph 9.2), the Employee shall not, unless with the prior written consent of the Employee under this Employment Agreement nor shall Company, either individually or in partnership or jointly or otherwise in conjunction with any person or persons, and whether as 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) carry on, or (ii) advise, assist, lend money to, guarantee the Employee form debts or other obligations of or permit his name or any partnership withpart thereof to be used or employed by any person carrying on, or establish any business venture in cooperation with, any such person which is competitive with any the existing or proposed business or activity interests of the Corporation; (iii) 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 person, partnership, corporation or other entity who purchased goods or services from the Corporation or its subsidiaries within one (1) year before the termination of the employment of the Employee under this Employment Agreement; (iv) the Employee shall not have any material financial interest, or participate as a director, officer, 5% stockholder, partner, employee, consultant or otherwise, in any corporation, partnership or other entity which is competitive with any business or activity conducted by the CorporationCompany. (b) .3 The Corporation and the Employee agree that the services of the Employee are of a personalacknowledges that, 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. (c) In the event that this Section (10) shall be determined by any court of competent jurisdiction to be unenforceable by reason of its extending his employment as Vice-President, he will have access to proprietary information relating to strategic planning, client lists, supplier lists, specialized computer software applications and other important proprietary information acquired by the Company, and for too long a period this reason acknowledges and agrees that the terms of time or over too great a range of activities, it shall be interpreted to extend only over the maximum period of time or range of activities as to which it may be enforceablethis paragraph 10 are fair and reasonable.

Non-Competition. (a) During The Executive acknowledges and recognizes the term of employment highly-competitive nature 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 business conducted by the Employee Corporation and its subsidiaries and affiliates and accordingly agrees that, in consideration of this Agreement and the premises contained herein, he shall not, for his own benefit or by for the benefit of any other person or entity other than the Corporation, during the period commencing on the Commencement Date hereof and terminating on the first anniversary of the expiration or termination of the Term hereof for any reason whatsoever: (i) the Employee shall not engageactively engage in contacting, either directly soliciting 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, servicing any person who or entity that was an employee, officer a customer or agent prospective customer of the Corporation or of any of its subsidiaries or affiliates at any time during the Term hereof for the purpose of selling goods or services which compete with the goods and services marketed or provided by the Corporation (a period of customer being a patient, physician or physicians' group with whom the Corporation does business within twelve (12) months prior to the termination of the employment of the Employee under this Employment Agreement nor shall the Employee form any partnership withTerm, and a prospective customer being a patient, physician or establish any business venture in cooperation with, any such person physicians' group to which is competitive with any business or activity of the Corporation; (iii) the Employee shall not give, sell or lease any goods or services competitive with the goods or services of the Corporation or its subsidiaries had made a written financial proposal within twelve (12) months prior to any person, partnership, corporation or other entity who purchased goods or services from the Corporation or its subsidiaries within one (1) year before time of the termination of the employment of the Employee under this Employment AgreementTerm); or (ivii) the Employee shall not have any material financial interesthire, retain or participate engage as a director, officer, 5% stockholder, partner, employee, consultant consultant, agent or otherwise, in any corporation, partnership other capacity any person or other entity which is competitive persons who are employed by the Corporation or who were at any time (within a period of six (6) months immediately prior to the date of the termination of the Term) employed by the Corporation or otherwise interfere with any business or activity conducted by the relationship between such persons and the Corporation. (b) The Corporation and the Employee agree Executive understands that the services foregoing restrictions may limit his ability to earn a similar amount of money in a business similar to the business of the Employee are of a personalCorporation or its subsidiaries or affiliates, special, unique but he nevertheless believes that he has received and extraordinary character, will receive sufficient consideration 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 other benefits as an employee of the Corporation and cause as otherwise provided hereunder to clearly justify such restrictions which, in any event (given his education, skills and ability), the Corporation irreparable harm which could Executive does 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 lawbelieve would prevent his from earning a living. (c) In It is agreed that the Executive's services hereunder are special, unique, unusual and extraordinary giving them peculiar value, the loss of which cannot be reasonably or adequately compensated for by damages, and in the event that of the Executive's breach of this Section (10) Section, the Corporation shall be determined entitled to seek equitable relief by any court way of competent jurisdiction to be unenforceable by reason of its extending for too long a injunction or otherwise. If the period of time or over too great a range of activitiesarea herein specified should be adjudged unreasonable in any court proceeding, it shall be interpreted to extend only over then the maximum period of time shall be reduced by such number of months or range the area shall be reduced by elimination of activities such portion thereof as to which it deemed unreasonable, so that this covenant may be enforceableenforced during such period of time and in such areas as is adjudged to be reasonable.

Non-Competition. (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, Executive acknowledges that: (i) the Employee shall not engage, either directly or indirectly, Company and its Affiliates are and will be engaged in any manner or capacity, in any business or activity which is competitive with any business or activity conducted by the CorporationBusiness during the term of the Executive’s employment and thereafter; (ii) the Employee shall not work for or employ, directly or indirectly, or cause to Company and its Affiliates are and will be employed by another, any person who was an employee, officer or agent of actively engaged in the Corporation or of any of its subsidiaries at any time during a period of twelve (12) months prior to Business throughout the termination of the employment of the Employee under this Employment Agreement nor shall the Employee form any partnership with, or establish any business venture in cooperation with, any such person which is competitive with any business or activity of the Corporationworld; (iii) Executive is one of a limited number of persons who will be developing 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 person, partnership, corporation or other entity who purchased goods or services from the Corporation or its subsidiaries within one (1) year before the termination of the employment of the Employee under this Employment AgreementBusiness; (iv) Executive has and will continue to occupy a position of trust and confidence with the Employee shall Company after the date hereof and during the term of the Executive’s employment Executive will become familiar with the Company’s (and its Affiliates’) trade secrets and with other proprietary and confidential information concerning the Company (and its Affiliates) and the Business; (v) the agreements and covenants contained in this Agreement are essential to protect the Company, its Affiliates and the goodwill of the Business; (vi) Executive’s employment with the Company and/or its Affiliates has special, unique and extraordinary value to the Company and its Affiliates and the Company would be irreparably damaged if Executive were to provide services to any person or entity in violation of the provisions of this Section 6; and (vii) Executive has means to support Executive and Executive’s dependents other than by engaging in the Business, and the provisions of this Section 6 will not have any material financial interest, or participate as a director, officer, 5% stockholder, partner, employee, consultant or otherwise, in any corporation, partnership or other entity which is competitive with any business or activity conducted by the Corporationimpair such ability. (b) Executive will not, during the Restricted Period (as defined below), anywhere in the world (the “Restricted Territory”), directly or indirectly (whether as an owner, partner, shareholder, agent, officer, director, employee, independent contractor, consultant, or otherwise) own, operate, manage, control, invest in, perform services for, or engage or participate in any manner in, or render services to (alone or in association with any person or entity) or otherwise assist any person or entity that engages in, or owns, invests in, operates, manages or controls any venture or enterprise that engages in, the Business. The Corporation and term “Restricted Period” means the 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. (c) In the event that this Section (10) shall be determined by any court of competent jurisdiction to be unenforceable by reason of its extending for too long a period of time from the date hereof until two (2) years after the termination for any reason of Executive’s employment relationship with the Company and/or any Affiliate or over too great a range any successor thereto (including any termination based on non-renewal of activities, it any employment agreement or arrangement). The Restricted Period shall be interpreted extended for a period equal to extend any time period that Executive is in violation of this Section 6. Nothing contained in this Section 6 shall be construed to prevent Executive from investing in the stock of any competing corporation listed on a national securities exchange or traded in the over-the-counter market, but only over if Executive is not involved in the maximum period business of time or range said corporation and if Executive and Executive’s associates (as such term is defined in Regulation 14(A) promulgated under the Securities Exchange Act of activities 1934, as to which it may be enforceablein effect on the date hereof), collectively, do not own more than an aggregate of one percent (1%) of the stock of such corporation.

Non-Competition. (a) During 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 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, employee officer or agent of the Corporation or of any of its subsidiaries at any time during a period of twelve (12) months prior to the termination of the employment of the Employee under this Employment Agreement nor shall the Employee form any partnership with, or establish any business venture in cooperation with, any such person which is competitive with any business or activity of the Corporation; (iii) the Employee shall not give, give sell or lease any goods or services competitive with the goods or services of the Corporation or its subsidiaries to any person, partnership, corporation or other entity who purchased goods or services from the Corporation or its subsidiaries within one (1) year before the termination of the employment of the Employee under this Employment Agreement; (iv) the Employee shall not have any material financial interest, or participate as a director, officer, 5% stockholder, partner, employee, consultant or otherwise, in any corporation, corporation partnership or other entity which is competitive with any business or activity conducted by the Corporation. (b) The Corporation and the 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. (c) In the event that this Section (10) shall be determined by any court of competent jurisdiction to be 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 maximum period of time or range of activities as to which it may be enforceable.

Non-Competition. (a) During Executive acknowledges and agrees that as the term of employment of the Employee under this Employment Agreement, Company’s President 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, Chief Operating Officer (i) he will be responsible for and directly involved in developing customer goodwill and relationships for the Employee shall not engagebenefit of the Company Group, either directly or indirectly, in any manner or capacity, in any business or activity which is competitive including personal contact with any business or activity conducted by the Corporationcustomers and supervising others who contact customers and develop customer goodwill and relationships; (ii) he will be provided and have access to the Employee shall not work Company Group’s Confidential Information and Privileged Information, and will be compensated for or employthe development, directly or indirectlyand supervising the development, 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 prior to the termination of the employment of the Employee under this Employment Agreement nor shall the Employee form any partnership with, or establish any business venture in cooperation with, any such person which is competitive with any business or activity of the Corporation; same and (iii) he will have unique insight into and knowledge of the Employee shall not giveskills, sell or lease any goods or services competitive talents and capabilities of the Company Group’s key employees. Executive also acknowledges and agrees that at the inception of his employment with the goods or services of Company it was agreed that he would be bound by noncompetition restrictions that are similar to the Corporation or its subsidiaries to any person, partnership, corporation or other entity who purchased goods or services from the Corporation or its subsidiaries within one (1) year before the termination of the employment of the Employee under restrictions in this Employment Agreement; (iv) the Employee shall not have any material financial interest, or participate as a director, officer, 5% stockholder, partner, employee, consultant or otherwise, in any corporation, partnership or other entity which is competitive with any business or activity conducted by the Corporation. (b) The Corporation and the Employee agree Executive agrees that the services of the Employee are of a personal, special, unique and extraordinary character, and cannot be replaced during his employment by the Corporation Company he will not compete against the Company Group in any manner, including without great difficultylimitation by engaging in, and that or by assisting any other person or entity to engage in, or by having an ownership interest in, any Competitive Business (as defined below) in the violation Territory (as defined below), or by the Employee of engaging in any of his agreements under this Section conduct described in clauses (10c)(i), (ii) 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 (10iii) may be enforced by the Corporation in equity by an injunction or restraining order in addition to being enforced by the Corporation at lawbelow. (c) In Executive further agrees that after his employment by the event that Company ends for any reason, he will not during the Restricted Period (as defined below): (i) compete against the Company Group by engaging in, or by assisting any other person or entity to engage in, or by having an ownership interest in, any Competitive Business in the Territory (as defined below); (ii) compete against the Company Group by soliciting any Customer (as defined below) in order to provide any goods or services to such Customer in competition against the Company Group, or by soliciting any Agent (as defined below) in order to obtain referrals from such Agent in competition against the Company Group; (iii) induce or persuade any Customer or Agent not to do business with, or to switch business from, or reduce business with, the Company Group; (iv) solicit, or assist others in soliciting, Key Employees (as defined below) to either leave the Company Group or to engage in a Competitive Business. (d) For purposes of this Section (10) Agreement, the following capitalized terms shall be determined by any court of competent jurisdiction to be 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 have the maximum period of time or range of activities as to which it may be enforceable.meanings set forth below:

Non-Competition. (a) During Each Founder, Sunny Ocean and each Controlling Shareholder shall not (and shall cause their respective Affiliates not to), from the term of employment date hereof until the date of the Employee under termination of this Employment Agreement, and during a period of one (1) year after termination of employment without the prior written consent 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, Holders: (i) engage or participate in, directly or indirectly (whether as an officer, director, employee, partner, consultant, holder of an equity or debt investment, lender or in any other manner or capacity), or lend its name (or any part, variant or formative thereof) to, any business which is, or as a result of its engagement or participation would become, competitive with any aspect of the Employee shall not engageBusiness; (ii) deal, either directly or indirectly, in any a competitive manner or capacity, in any business or activity which is competitive with any business customer of any Group Company, or activity conducted by induce such customer to cease being a customer of the CorporationGroup Company; (iii) solicit any officer, director, employee or agent of any Group Company to become an officer, director, employee or agent of anyone other than another Group Company; or (iiiv) the Employee shall not work for engage in or employparticipate in, directly or indirectly, any business conducted under any name that is the same as or cause similar to be employed by another, any person who was an employee, officer or agent of the Corporation or name of any of its subsidiaries at Group Company or any time during a period of twelve trade name used by any Group Company where such business is: (12A) months prior to the termination of the employment of the Employee under this Employment Agreement nor shall the Employee form any partnership with, directly or establish any business venture in cooperation with, any such person which is competitive with any business or activity of the Corporation; (iii) the Employee shall not give, sell or lease any goods or services indirectly competitive with the goods Business; or (B) engaged in any related activity where the use of such name is reasonably likely to result in confusion; or (v) transfer, sell, assign, pledge, hypothecate, give, create a security interest in or services lien on, place in trust (voting or otherwise), or in any other way dispose of any securities (including any shares, debentures, convertible securities, exchangeable securities, options, warrants or other equity or debt securities) of the Corporation Company or its subsidiaries any Subsidiary beneficially owned by it, to any person, partnership, corporation or other entity who purchased goods or services from the Corporation or its subsidiaries within one (1) year before the termination Person that will compete with any significant aspect of the employment Business of the Employee under this Employment Agreement; (iv) the Employee shall not have any material financial interest, or participate as a director, officer, 5% stockholder, partner, employee, consultant or otherwise, in any corporation, partnership or other entity which is competitive with any business or activity conducted by the CorporationGroup Company. (b) The Corporation Each and every obligation under clause (a) of this Section 6.14 shall be treated as a separate obligation and shall be severally enforceable as such and in the Employee agree that event of any obligation or obligations being or becoming unenforceable in whole or in part, such part or parts which are unenforceable shall be deleted from such section and any such deletion shall not affect the services enforceability of the Employee are remainder parts 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 lawsuch section. (c) In The Parties agree that having regard to all the event that circumstances, the restrictive covenants contained in clause (a) of this Section (10) 6.14 are reasonable and necessary for the protection of the Group and the Holders, and further agree that having regard to those circumstances the said covenants are not excessive or unduly onerous upon the Founders, Sunny Ocean or the Controlling Shareholders. However, it is recognized that restrictions of the nature in question may fail for technical reasons currently unforeseen and accordingly it is hereby agreed and declared that if any of such restrictions shall be determined by any court of competent jurisdiction adjudged to be unenforceable void, but would be valid if part of the wording thereof were deleted or amended, for example 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 reducing the maximum period of time or range of activities or areas dealt with, that restriction shall apply with such modification as may be necessary to make it valid and effective, and the Parties agree to amend the provisions so as to which it may be enforceablemake such restriction valid and effective.

Non-Competition. (a) During In order to protect the term of Company’s Proprietary Information and goodwill, during Employee’s employment of the Employee under this Employment Agreement, and during for a period of (i) one (1) year after termination of employment following the date of the cessation of Employee’s employment with the Company (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 this Section 5(b)(iii)), or (ii) two (2) years following the Last Date of Employment Agreement without regard if Employee breaches his fiduciary duty to the cause of termination of employment and whether Company or not such termination of employment was caused by if Employee has unlawfully taken, physically or electronically, property belonging to the Employee or by Company (in either case, the Corporation“Restricted Period”), (i) the Employee shall not engage, either directly or indirectly, whether as owner, partner, shareholder, director, manager, consultant, agent, employee, co-venturer or otherwise, anywhere in any manner the world, engage or capacity, otherwise participate in any business that develops, manufactures or activity which is competitive with markets any business or activity conducted by the Corporation; (ii) the Employee shall not work for or employproducts, directly or indirectlyperforms any services, or cause conducts any research focused on using T-cell therapy to be employed by another, any person who was an employee, officer address viruses or agent of virus-related diseases (the Corporation or of any of its subsidiaries at any time during a period of twelve (12) months prior to the termination of the employment of the Employee under this Employment Agreement nor shall the Employee form any partnership with, or establish any business venture in cooperation with, any such person which is competitive with any business or activity of the Corporation; (iii) 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 person, partnership, corporation or other entity who purchased goods or services from the Corporation or its subsidiaries within one (1) year before the termination of the employment of the Employee under this Employment Agreement; (iv) the Employee shall not have any material financial interest, or participate as a director, officer, 5% stockholder, partner, employee, consultant or otherwise, in any corporation, partnership or other entity which is competitive with any business or activity conducted by the Corporation“Noncompetition Restriction”). (b) The Corporation and Notwithstanding the foregoing, the Noncompetition Restrictions shall not apply: (i) if the Company terminates Employee’s employment without “cause” (within the meaning of Mass. Gen. Laws Xxxxxxx 000, Xxx 00X (x)); (ii) if the Employee agree that the services of the Employee are of a personal, special, unique and extraordinary character, and cannot be replaced has been laid off by the Corporation without great difficultyCompany; (iii) if the Company waives the Noncompetition Restriction; or (iv) to Employee’s activities on behalf of ElevateBio Management, Inc., or its subsidiaries 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 lawaffiliates. (c) In the event that the Non-Competition Restriction applies to Employee, the 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, and in exchange for Employee’s agreement to the Noncompetition Restriction. Employee further acknowledges and agrees that any Garden Leave Pay he receives pursuant to this Section Agreement shall reduce (10and shall not be in addition to) shall be determined by any court of competent jurisdiction severance or separation pay that Employee is otherwise entitled to be unenforceable by reason of its extending for too long a period of time receive from the Company pursuant to any agreement, plan or over too great a range of activities, it shall be interpreted to extend only over the maximum period of time or range of activities as to which it may be enforceableotherwise.

Non-Competition. The Employee acknowledges that the Employee (a) During will perform services of a unique nature for the term Company Group that are irreplaceable, and that the Employee’s performance of employment such services to a competing business will result in irreparable harm to the Company Group, (b) will have access to Confidential Information which, if disclosed, would unfairly and inappropriately assist in competition against the Company Group, (c) would inevitably use or disclose such Confidential Information in the course of the Employee under this Employment AgreementEmployee’s employment by a competitor, (d) will have access to the customers of the Company Group, (e) will receive specialized training from the Company Group, and (f) will generate goodwill for the Company Group in the course of the Employee’s employment. Accordingly, during the Employment Term and for a period of one (1) year after termination of employment of 6 months immediately thereafter, 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 agrees that the Employee or by the Corporationwill not, (i) the Employee shall not engage, either directly or indirectly, other than through the Company, engage or participate (or prepare to engage or participate), in any manner manner, whether directly or indirectly through an employee, employer, consultant, agent, principal, partner, more than 1% shareholder, officer, director, licensor, lender, lessor or in any other individual or representative capacity, in any business or activity which is competitive in competition with the business of the Company Group in the leasing, acquiring, exploring or producing hydrocarbons and related products within the boundaries of, or within a ten-mile radius of the boundaries of, any business mineral property interest of any member of the Company Group (including, without limitation, a mineral lease, overriding royalty interest, production payment, net profits interest, mineral fee interest or activity conducted option or right to acquire any of the foregoing, or an area of mutual interest as designated pursuant to contractual agreements between any member of the Company Group and any third party), or any other property on which any of the Company Group has an option, right, license or authority to conduct or direct exploratory activities, such as three-dimensional seismic acquisition or other seismic, geophysical and geochemical activities (but not including any preliminary geological mapping), provided that the foregoing will not restrict the Employee from obtaining post-termination employment with an entity that only has de minimis operations in the restricted territory (as determined by the CorporationBoard in good faith); provided that, this Section 7.4 will not preclude the Employee from making passive investments in securities of oil and gas companies which are registered on a national stock exchange, if (i) the aggregate amount owned by the Employee and Employee’s spouse and children, if any, does not exceed 1% of such company’s outstanding securities, and (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 prior to the termination of the employment of the Employee under this Employment Agreement nor shall the Employee form any partnership with, or establish any business venture aggregate amount invested in cooperation with, any such person which is competitive with any business or activity of the Corporation; (iii) 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 person, partnership, corporation or other entity who purchased goods or services from the Corporation or its subsidiaries within one (1) year before the termination of the employment of the Employee under this Employment Agreement; (iv) the Employee shall not have any material financial interest, or participate as a director, officer, 5% stockholder, partner, employee, consultant or otherwise, in any corporation, partnership or other entity which is competitive with any business or activity conducted by the Corporation. (b) The Corporation and the 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 investments 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 Employee’s spouse and children does 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 lawexceed $1,000,000. (c) In the event that this Section (10) shall be determined by any court of competent jurisdiction to be 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 maximum period of time or range of activities as to which it may be enforceable.

Non-Competition. In consideration of the Employee's employment with Employer, its successors, present or future subsidiaries, or assigns during such time as may be mutually agreeable, of the compensation provided herein, of the Employee's Base Salary as an Employee and for other good and valuable consideration, receipt and adequacy of which are hereby acknowledged, Employee agrees: (a) During That during the term of employment of the by Employer, 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 will not such termination of employment was caused by the Employee or by the Corporation, (i) the Employee shall not engage, either directly or indirectly, engage in any manner or capacity, in any a business or activity which is competitive with any business or activity conducted by the Corporation; (ii) the Employee shall not work for or employthat competes, directly or indirectly, with any of the products, services or cause businesses of Employer; (ii) be or become a stockholder, partner, owner, officer, director, employee or agent of, or consultant to, or give financial or other assistance to, any person or entity engaged in or considering engaging in any such business; (iii) seek in competition with the business of Employer to be employed by anotherprocure orders from or do business with any customer of Employer; (iv) solicit, or contact with a view to the engagement or employment of, any person who was is an employeeemployee of Employer; (v) seek to contract or engage (in such a way as to adversely affect or interfere with the business of Employer) any person or entity who has been contracted with or engaged to manufacture, officer assemble, supply or agent deliver products, goods, materials or services to Employer; or (vi) engage in or participate in any effort or act to induce any of the Corporation customers, associates, consultants, partners, or employees of Employer to take any action which might be disadvantageous to Employer; provided, however, that nothing herein shall prohibit Employee from owning, as a passive investor, in the aggregate not more than 5% of the outstanding publicly traded stock of any of its subsidiaries at any time during corporation so engaged. (b) That for a period of twelve two years following termination of Employee's employment, Employer shall, at its option, have the right to require that the Employee not (12i) months engage in a business that competes, directly or indirectly with any of the products sold or businesses conducted by any division or subsidiary of Employer in which the Employee worked during the two (2) year period prior to the termination of the Employee's employment of the Employee under this Employment Agreement nor shall the Employee form any partnership withby Employer; (ii) be or become a stockholder, partner, owner, officer, director, employee or agent of, or establish any business venture in cooperation witha consultant to, or give financial or other assistance to, any person or entity engaged in or considering engaging in any such person which is competitive with any business or activity of the Corporationbusiness; (iii) the Employee shall not give, sell or lease any goods or services competitive seek in competition with the goods business of Employer to procure orders from or services do business with any customer of Employer with which Employee had contact during the Corporation or its subsidiaries two years prior to any person, partnership, corporation or other entity who purchased goods or services from the Corporation or its subsidiaries within one (1) year before the termination of the Employee's employment of the Employee under this Employment Agreementwith Employer; (iv) the Employee shall not have any material financial interestsolicit, or contact with a view to the engagement or employment of, any person who is an employee of Employer; (v) seek to contract or engage (in such a way as to adversely affect or interfere with the business of Employer) any person or entity who has been contracted with or engaged to manufacture, assemble, supply or deliver products, goods, materials or services to Employer; or (vi) engage in or participate in any effort or act to induce any of the customers, associates, consultants, partners, or employees of Employer to take any action which might be disadvantageous to Employer; provided, however, that nothing herein shall prohibit Employee from owning, as a directorpassive investor, officer, in the aggregate not more than 5% stockholder, partner, employee, consultant or otherwise, of the outstanding publicly traded stock of any corporation so engaged. The foregoing restrictions shall apply to conduct and activities in any corporationcity, partnership county or other entity state in the United States or in any foreign country in which is competitive any Employer subsidiary or division in which Employee worked during the two years prior to termination of Employee's employment with any business Employer sells products or activity conducted by the Corporation. services or conducts business. Employer shall, if it exercises its option set forth in this Section 10 (b) The Corporation and the 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 with respect to employment 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. (c) In the event that this Section (10) shall be determined by any court of competent jurisdiction to be unenforceable by reason of its extending for too long a period of time or over too great a range of consulting activities, it shall be interpreted to extend only over make the maximum period of time or range of activities as to which it may be enforceable.payments described in Section 10 (d)

Non-Competition. (a) During 8.1 The Employee acknowledges that 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 services to the cause of termination of employment and whether or not such termination of employment was caused be rendered by the Employee or by to the CorporationCompany are of a special and unique character. The Employee agrees that, (i) in consideration of the Employee’s employment hereunder, 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 employwill not, directly or indirectly, (a) so long as the Employee is employed pursuant to this Agreement and for two (2) years thereafter, (x) engage, whether as principal, agent, investor, distributor, representative, stockholder, employee, consultant, volunteer or cause otherwise, with or without pay, in any activity or business venture, which is competitive with the business of the Company or any other members of the Company Group, (y) solicit or entice or endeavor to be employed by anothersolicit or entice away any of the clients or customers of any member of the Company Group, either on the Employee’s own account or for any other person firm, corporation or organization, (x) solicit or entice or endeavor to solicit or entice away from any member of the Company Group any person who was an employeeor is at the time of solicitation, officer or agent of the Corporation or of any of its subsidiaries at any time during a period of twelve (12) months prior to the termination of the employment of the Employee under this Employment Agreement nor shall the Employee form any partnership with, or establish any business venture in cooperation with, any such person which is competitive with any business or activity of the Corporation; (iii) 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 person, partnership, corporation or other entity who purchased goods or services from the Corporation or its subsidiaries within one (1) year before the termination of the employment of the Employee under this Employment Agreement; (iv) the Employee shall not have any material financial interest, or participate as a director, officer, 5% stockholder, partner, employee, agent or consultant of such member of the Company Group, on the Employee’s own account or otherwisefor any 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 service of such member of the Company Group, or (y) employ any person who was or is at the time of the solicitation, a director, officer or employee of any member of the Company Group or any person who is or may be likely to be in possession of any confidential information or trade secrets relating to the business of any member of the Company Group; or (b) at any time make any statement, or engage in any act or omission, which might reasonably be expected to disparage or impair the business and/or reputation of any member of the Company Group. 8.2 The Employee and the Company agree that if, in any corporationproceeding, partnership the court or other entity which is competitive with any business authority shall refuse to enforce the covenants herein set forth because such covenants cover too extensive a geographic area or activity conducted by the Corporation. (b) The Corporation and the 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. (c) In the event that this Section (10) shall be determined by any court of competent jurisdiction to be unenforceable by reason of its extending for too long a period of time or over too great a range of activitiestime, it any such covenant shall be interpreted deemed appropriately amended and modified in keeping with the intention of the parties to extend only over the maximum period extent permitted by law. 8.3 The Employee expressly acknowledges and agrees that the covenants and agreements set forth in this Section 8 are reasonable in all respects, and necessary in order to protect, maintain and preserve the value and goodwill of time or range the Company Group, as well as the proprietary and other legitimate business interests of activities as the members of the Company Group. The Employee acknowledges and agrees that the covenants and agreements of the Employee set forth in this Section 8 constitute a significant part of the consideration given by the Employee to which it may be enforceablethe Company in exchange for the salary and benefits provided for in this Agreement, and are a material reason for such payment.

Non-Competition. (a) During Employee agrees and acknowledges that, during the term of employment of the Employee under this Employment AgreementRestrictive Period, 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 he 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 employshe will not, directly or indirectly, for himself , or cause to be employed by anotheron behalf of others, as an individual on Employee’s own account, or as a partner, joint venturer, employee, agent, salesman, contractor, officer, director or otherwise, for him/herself or any other person, partnership, firm, corporation, association or other legal entity, enter into, engage in, accept employment from, or provide any services to, or for, any person who was an employee, officer or agent business that is in the Business of the Corporation Company, or engage in any activity that is competitive with the Company, in the Restricted Area. The parties agree that this non-competition provision is intended to cover situations where a future business opportunity in which the Employee is engaged or a future employer of any the Employee is selling the same or similar products and services in a Business which may compete with the Company’s products and services to Customers and Prospective Customers of its subsidiaries at any time during the Company in the Restricted Area. This provision shall not cover future business opportunities or employers of the Employee that sell different types of products or services in the Restricted Area so long as such future business opportunities or employers are not in the Business of the Company. Notwithstanding the preceding paragraphs, the spirit and intent of this non-competition clause is not to deny the Employee the ability to support his or her family, but rather to prevent the Employee from using the knowledge and experiences obtained from the Company in a period of twelve (12) months prior to similar competitive environment. Along those lines, should the termination of Employee leave the employment of the Employer for any reason, he or she would be prohibited from joining a for-profit cancer testing genetics laboratory and/or company in the Business of the Company in the Restricted Area. The Parties agree that all non-profit medical testing laboratories, hospitals and academic institutions as well as for-profit prenatal and pediatric/constitutional genetic testing laboratories EMPLOYEE’S INITIALS /s/ SR are excluded from the restrictions in paragraph 8(b). In other words, the Employee would be allowed under this Employment Agreement nor shall non-compete clause to work in any non-profit cancer genetics testing laboratory (e.g., in academia) as well as in a private, for-profit prenatal laboratory or pediatric/constitutional genetics testing laboratory. Thus, the spirit and intent of this non-competition clause is intended to prevent the Employee form from acting in any partnership with, or establish any business venture in cooperation with, any such person which is competitive with any business or activity of the Corporation; (iii) capacities outlined in this paragraph for any “for-profit” cancer genetics testing laboratories that do the Employee shall not give, sell type of any one or lease any goods or services competitive with the goods or services more of the Corporation or its subsidiaries to any person, partnership, corporation or other entity who purchased goods or services from types of testing defined in the Corporation or its subsidiaries within one (1) year before definition of Business in the termination of the employment of the Employee under this Employment Agreement; (iv) the Employee shall not have any material financial interest, or participate as a director, officer, 5% stockholder, partner, employee, consultant or otherwise, in any corporation, partnership or other entity which is competitive with any business or activity conducted by the CorporationRestricted Area. (b) The Corporation and the 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. (c) In the event that this Section (10) shall be determined by any court of competent jurisdiction to be 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 maximum period of time or range of activities as to which it may be enforceable.

Non-Competition. (a) During The Executive acknowledges and recognizes the term of employment highly-competitive nature 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 business conducted by the Employee Corporation and its subsidiaries and affiliates and accordingly agrees that, in consideration of this Agreement and the premises contained herein, he shall not, for his own benefit or by for the benefit of any other person or entity other than the Corporation, during the period commencing on the Effective Date hereof and terminating on the first anniversary of the expiration or termination of the Term hereof for any reason whatsoever: (i) the Employee shall not engageactively engage in contacting, either directly soliciting 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, servicing any person who or entity that was an employee, officer a customer or agent prospective customer of the Corporation or of any of its subsidiaries or affiliates at any time during the Term hereof (a period of prospective customer being one to which the Corporation had made a written financial proposal within twelve (12) months prior to the termination time of the employment of the Employee under this Employment Agreement nor shall the Employee form any partnership with, or establish any business venture in cooperation with, any such person which is competitive with any business or activity of the Corporation; (iii) 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 person, partnership, corporation or other entity who purchased goods or services from the Corporation or its subsidiaries within one (1) year before the termination of the employment of the Employee under this Employment AgreementTerm); or (ivii) the Employee shall not have any material financial interesthire, retain or participate engage as a director, officer, 5% stockholder, partner, employee, consultant consultant, agent or otherwise, in any corporation, partnership other capacity any person or other entity which is competitive persons who are employed by the Corporation or who were at any time (within a period of six (6) months immediately prior to the date of the termination of the Term) employed by the Corporation or otherwise interfere with any business or activity conducted by the relationship between such persons and the Corporation. (b) The Corporation and the Employee agree Executive understands that the services foregoing restrictions may limit his ability to earn a similar amount of money in a business similar to the business of the Employee are of a personalCorporation or its subsidiaries or affiliates, special, unique but he nevertheless believes that he has received and extraordinary character, will receive sufficient consideration 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 other benefits as an employee of the Corporation and cause as otherwise provided hereunder to clearly justify such restrictions which, in any event (given his education, skills and ability), the Corporation irreparable harm which could Executive does 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 lawbelieve would prevent his from earning a living. (c) In It is agreed that the Executive's services hereunder are special, unique, unusual and extraordinary giving them peculiar value, the loss of which cannot be reasonably or adequately compensated for by damages, and in the event that of the Executive's breach of this Section (10) Section, the Corporation shall be determined entitled to equitable relief by any court way of competent jurisdiction to be unenforceable by reason of its extending for too long a injunction or otherwise. If the period of time or over too great a range of activitiesarea herein specified should be adjudged unreasonable in any court proceeding, it shall be interpreted to extend only over then the maximum period of time shall be reduced by such number of months or range the area shall be reduced by elimination of activities such portion thereof as to which it deemed unreasonable, so that this covenant may be enforceableenforced during such period of time and in such areas as is adjudged to be reasonable.

Non-Competition. Employee agrees that, during Employee’s employment with Employer and for a period of three (3) years thereafter, whether Employee leaves voluntarily or involuntarily: (a) During the term of employment Employee will not directly or through any person or entity acting on Employee’s behalf, solicit any of the Employee under this Employment Agreement, and during a period customers of one Employer or Employer’s affiliates (1the “Employer Entities”) year after termination for the purpose of employment selling any service or product similar to those provided by the Employer Entities or in any manner attempt to induce any of the Employee under Employer Entities’ customers or suppliers to withdraw, reduce or divert any of their business from any Employer Entity or otherwise interfere or attempt to interfere with any business relationship between any of the Employer Entities and its customers or suppliers. For the purposes of 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 CorporationSection 7(a), customers shall mean: (i) any client, account or customer of the Employee shall not engage, either directly or indirectly, in any manner or capacity, in Employer Entities that has transacted any business with or activity which is competitive with been contacted by any business or activity conducted by Employer Entity within 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 prior preceding the date hereof; and (ii) any other client, account or customer of any Employer Entity that has done business with any Employer Entity within two (2) years of the date of such separation or termination; (b) Employee will not in any manner induce or attempt to induce any of the termination employees of any Employer Entity to leave the employment of the Employee under this Employment Agreement nor shall the Employee form any partnership with, or establish any business venture in cooperation with, any such person which is competitive Employer Entity to become associated with any business operation engaged in the air cargo or activity of the Corporationair freight business; or (iiic) the Employee shall will not give, sell or lease any goods or services competitive with the goods or services of the Corporation or its subsidiaries to any person, partnership, corporation or other entity who purchased goods or services from the Corporation or its subsidiaries within one become employed by (1) year before the termination of the employment of the Employee under this Employment Agreement; (iv) the Employee shall not have any material financial interest, or participate as a director, an officer, 5% stockholderagent, partnermanager, director, employee, consultant or otherwiseindependent contractor), invest in any corporation, partnership or other entity which is competitive with provide financing to any business or activity conducted by business operation, segment or division engaged in the Corporationair cargo, air freight, aircraft maintenance or aircraft parts brokering business. (b) The Corporation and the 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. (c) In the event that this Section (10) shall be determined by any court of competent jurisdiction to be 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 maximum period of time or range of activities as to which it may be enforceable.

Non-Competition. (aA) The Employee understands and recognizes that his services to the Corporation are special and unique and agrees that, 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 six (6) months from the date of termination of his 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 or commercialization of products directly competitive with products of the Corporation, including products under development by the Corporation, either as an individual for his own account, or as a partner, joint venturer, executive, agent, consultant, salesperson, officer, director or shareholder of a Person operating or intending to operate in the areas of therapeutics for congestive heart failure, carbohydrate-based combinatorial chemistry, the treatment of diseases by drugs which act through the modulation of superoxide dismutase, or Corporation'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 corporation engaged in any of the foregoing businesses which has a class of securities registered pursuant to the Securities Exchange Act of 1934. (B) During the term of employment of the Employee under this Employment AgreementAgreement and for six (6) months thereafter, 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 employnot, directly or indirectly, without the prior written consent of the Corporation, solicit or cause to be employed by another, induce any person who was an employee, officer or agent 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 its subsidiaries at the Corporation or any time during a period of twelve (12) months prior to the termination of affiliate or any employee who has left the employment of the Employee under this Employment Agreement nor shall Corporation or any affiliate within six months of the Employee form any partnership with, or establish any business venture in cooperation with, any such person which is competitive termination of said employee's employment with any business or activity of the Corporation; (iii) 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 person, partnership, corporation or other entity who purchased goods or services from the Corporation or its subsidiaries within one (1) year before the termination of the employment of the Employee under this Employment Agreement; (iv) the Employee shall not have any material financial interest, or participate as a director, officer, 5% stockholder, partner, employee, consultant or otherwise, in any corporation, partnership or other entity which is competitive with any business or activity conducted by the Corporation.or (b) The Corporation and the 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. (cC) In the event that the Employee breaches any provisions of this Section (10) 5 or there is a threatened breach, then, in addition to any other rights which the Corporation may have, the Corporation shall be determined by 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 prevented from seeking any court of competent jurisdiction to be 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 maximum period of time or range of activities as to other remedies which it may be enforceableavailable.

Non-Competition. (a) During the term of employment Employee recognizes and acknowledges that, because of the confidential and sensitive nature of the Confidential Information and because the use of, or even the appearance of the use of, the Confidential Information by Employee under this Employment Agreementin certain circumstances will cause irreparable damage to Employer and its reputation, Employer would not offer employment to Employee unless Employer were assured that such misuse would not occur. Employee further recognizes and acknowledges that because the goodwill of Employer's business is a valuable asset, and because the solicitation of Employees customers or clients by Employee, after Employee has ceased to be employed by or associated with Employer, will cause irreparable harm to the goodwill of Employer, Employer would not offer or continue to offer such employment to Employee unless Employer were assured that such solicitation would not occur. Employee therefore agrees and covenants that during Employee's employment by Employer and for a period of one Two (12) year after years following the termination of such employment for any reason, Employee will not directly or indirectly engage in any of the following: 24.1 Anywhere in the United States or worldwide, design, develop, manufacture, produce, sell or market any product, service, concept or business line on which Employee under this Employment Agreement without regard worked, learned of, or bad access to the cause of termination of during Employee's 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 aspect the business of Employer as presently conducted or activity conducted by as said business may evolve between the Corporation; (ii) date of this Agreement and the Employee shall not work for date of Employees termination of employment. 24.2 Have any direct or employ, directly indirect business dealings or indirectly, contacts with any customer or cause to be employed by another, client of Employer or any person who was an employee, officer or agent firm which has been contracted or identified by Employer as a potential customer or client of Employer as of the Corporation or date of any of its subsidiaries at any time during a period of twelve (12) months prior to the Employee's termination of the employment of the Employee under this Employment Agreement nor shall the Employee form any partnership withemployment, except those dealings or establish any business venture in cooperation with, any such person contacts which is competitive with any business demonstrably do not conflict or activity of the Corporation; (iii) the Employee shall not give, sell or lease any goods or services competitive compete with the goods business interests, products or services service of the Corporation or its subsidiaries to any person, partnership, corporation or other entity who purchased goods or services from the Corporation or its subsidiaries within one (1) year before the termination of the employment of the Employee under this Employment Agreement; (iv) the Employee shall not have any material financial interest, or participate as a director, officer, 5% stockholder, partner, employee, consultant or otherwise, in any corporation, partnership or other entity which is competitive with any business or activity conducted by the CorporationEmployer. (b) The Corporation and the 24.3 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. (c) In the event agrees that this Section (10) shall be determined by any court of competent jurisdiction to be 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 non-compete provision will not adversely affect the maximum period of time or range of activities as to which it may be enforceable.employee's livelihood

Non-Competition. The Executive hereby agrees that, during the Term and for a period of eighteen (18) months following the termination of his employment under this Agreement, he will not, directly or indirectly and in any way, (a) During own, manage, operate, control, be employed by, participate in, or be connected in any manner with the term ownership, management, operation or control of employment any business competing with the business of the Employee under this Employment AgreementCompany, and during a period (b) interfere with, solicit on behalf of one another or attempt to entice away from the Company (1) year after termination of employment or any affiliate or subsidiary 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, Company) (i) any project, financing or customer that the Employee shall not engageCompany (or any affiliate or subsidiary of the Company) has under contract (including unfulfilled purchase orders), either directly or indirectly, in any manner letter of supply or capacity, in any business other supplier contract or activity which is competitive with any business or activity conducted arrangement entered into by the Corporation; Company (or any affiliate or subsidiary of the Company), and all extensions, renewals and resolicitations of such contracts or arrangements, (ii) any contract, agreement or arrangement that the Employee shall not work for Company (or employ, directly any affiliate or indirectlysubsidiary of the Company) is actively negotiating with any other party, 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 prior to the termination of the employment of the Employee under this Employment Agreement nor shall the Employee form any partnership with, or establish any business venture in cooperation with, any such person which is competitive with any business or activity of the Corporation; (iii) any prospective business opportunity that the Employee shall not give, sell Company (or lease any goods affiliate or services competitive with the goods or services subsidiary of the Corporation Company) has identified, or its subsidiaries (c) for himself or another, hire, attempt to hire, or assist in or facilitate in any way the hiring of any employee of the Company (or any affiliate or subsidiary of the Company), or any employee of any person, partnership, corporation firm or other entity who purchased goods entity, the employees of which the Company.(or any affiliate or services from the Corporation or its subsidiaries within one (1) year before the termination subsidiary of the employment Company) has agreed not to hire or endeavor to hire. The effective time of the Employee under this Employment Agreement; (iv) the Employee shall not have any material financial interest, or participate as a director, officer, 5% stockholder, partner, employee, consultant or otherwise, in any corporation, partnership or other entity which is competitive with any business or activity conducted limitations imposed by the Corporation. (b) The Corporation and the 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. (c) In the event that this Section (10) 13 shall be determined by extended for the period of time equal to any period of time during which the Executive acts in circumstances that a court of competent jurisdiction finds to have violated the terms of this Section 13. Because of the Executive's knowledge of the Company's business, in the event of the Executive's actual or threatened breach of the provisions of this Section 13, the Company shall be entitled to, and the Executive hereby consents to, an injunction restraining the Executive from any of the foregoing. However, nothing herein shall be construed as prohibiting the Company from pursuing any other available remedies for such breach or threatened breach, including the recovery of damages from the Executive. The Executive agrees that the provisions of this Section 13 are necessary and reasonable to protect the Company in the conduct of its business. If any restriction contained in this Section 13 shall be deemed to be invalid or unenforceable by reason of its extending for too long a period the extent, duration of time or over too great a range geographic scope thereof, then the Company shall have the right to reduce such extent, duration, geographic scope of activitiesother provisions thereof, it and in their reduced form such restrictions shall then be interpreted to extend only over enforceable in the maximum period of time or range of activities as to which it may be enforceablemanner contemplated hereby.

Non-Competition. (a) During the term of employment of the A. 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 acknowledges that his services 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 prior to the termination of the employment of the Employee under this Employment Agreement nor shall the Employee form any partnership with, or establish any business venture in cooperation with, any such person which is competitive with any business or activity of the Corporation; (iii) 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 person, partnership, corporation or other entity who purchased goods or services from the Corporation or its subsidiaries within one (1) year before the termination of the employment of the Employee under this Employment Agreement; (iv) the Employee shall not have any material financial interest, or participate as a director, officer, 5% stockholder, partner, employee, consultant or otherwise, in any corporation, partnership or other entity which is competitive with any business or activity conducted by the Corporation. (b) The Corporation and the Employee agree that the services of the Employee rendered are of a personalspecial and unusual character and have unique value to the Company, special, unique and extraordinary character, and the loss of which 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 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 the Company to enter into this agreement and to pay to you the compensation referred to herein above and other consideration provided, Employee covenants and agrees that he will not, during the term of his employment hereunder and for a period of one year after he ceases for any reason to be employed pursuant to this agreement, (i) engage in any business (the "Activities") in competition with that of the Company or any entity (an "Affiliate") controlled by it, in the United States or country other than the United States of America wherein the Company markets its products or to the knowledge (actual or implied) of Employee ( as of the date of termination or earlier) plans to market its products (the "Area"); (ii) become associated as manager, supervisor, employee, consultant, advisor, director, or stockholder owning more than 5% of the outstanding stock of a company or participate in the management or direction of a company or other entity with any person, corporation or entity, engaging in any activity competitive with the Activities anywhere within the Area; (iii) call upon any customer or source of the Company or any Affiliate or the promotion of any activities for any person, corporation, or other entity, competitive with the Activities, or (iv) divert, solicit or take away any customer or source of the Company or any Affiliate for the purpose of engaging in any activities competitive with the Activities within the Area. B. Employee covenants and agrees that, if he shall violate any of his covenants or agreements contained in this paragraph 9 , the Company shall be entitled to an accounting and repayment of all profits, compensation, commissions, remuneration, or benefits which Employee directly, or indirectly has realized and/or may realize as a result of, growing out of, or in connection with any such violation; such remedy shall be in addition to and not in limitation of any injunctive relief or other rights or remedies to which the Company may be entitled at law or in equity or under this agreement. C. Employee has carefully read and considered the provisions of this paragraph 9 and having done so, agrees that the restrictions set forth (including but not limited to the time period of restriction and the areas of restriction) are fair and reasonable and are reasonable required for the protection of the interests of the Company, its officers, directors, and other employees. Employee acknowledges that upon termination of this agreement for any reason, it may be necessary to relocate to another area, and/or work in another type of endeavor, and Employee agrees that this restriction is fair and reasonable and is reasonably required for the protection of the Company. D. In the event that, notwithstanding the foregoing, any of the provisions of this paragraph 9 shall be held to be invalid or unenforceable, the 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 any provision of this Paragraph 9 relating to time period and/or areas of restriction shall be declared by a panel of arbitrators or a court of competent jurisdiction if such court refuses to refer such matter to arbitration, to exceed the maximum time period or areas such panel or court deems reasonable and enforceable, said time period and/or areas of restriction shall be deemed to become, and thereafter be, the maximum time period and/or area which such panel or court deems reasonable and enforceable. E. With respect to the provisions of this paragraph 9 , Employee agrees that damages, by themselves, are an inadequate remedy at law, that a material breach of the provisions of this paragraph 9 would cause irreparable injury to the aggrieved party, and that the agreements provisions of the Employee under this Section (10) paragraph 9 may be specifically enforced by the Corporation in equity by an injunction or restraining order similar remedy in addition to being enforced by the Corporation at law. (c) In the event that this Section (10) shall be determined by any court of competent jurisdiction to without affecting any claim for damages, provided that any such injunction shall either be unenforceable by reason preliminary in nature, enjoining such activity pending the outcome of its extending arbitration as provided for too long a period in Paragraph 15 of time this agreement, or over too great a range be in assistance of activities, it shall be interpreted to extend only over the maximum period final determination of time or range of activities the arbitrators as to which it may be enforceableprovided for in such paragraph.

Non-Competition. (a) a. During my employment with the term Company beginning with the effective date of employment of the Employee under this Employment Agreement, Agreement and during for a period of one (1) year after said employment is ended for any reason, including but not limited to the termination of my employment due to inadequate performance and regardless of whether such termination is initiated by the Company or by me, I shall not within a seventy-five (75) mile radius of the Company’s headquarters in Ephrata, Pennsylvania and/or its offices in Reading, Pennsylvania and State College, Pennsylvania, directly or indirectly, compete with the Company in any business conducted by the Company at the time that employment ends. b. I shall be deemed to be competing with the Company if, among other things, I engage in or become interested in, directly or indirectly, as a sole proprietor, partner, shareholder, stockholder, member, lender, employee, consultant or advisor (for fee, profit, or otherwise), director, officer, clerk, principal, agent or trustee, or in any other individual or representative capacity whatsoever, in any firm, corporation or other enterprise engaging in any business conducted by the Company at the time of my termination of employment with the Company. c. I understand and agree that I shall not be considered to have breached this Agreement by reason of ownership of securities of any corporation, which securities are traded on any recognized United States stock exchange or in the over-the-counter market, if the aggregate amount of the Employee under this Employment Agreement without regard to securities of any such corporation which I might own does not exceed, in the cause case of termination any equity securities, five percent (5%) of employment the total equity represented by all equity securities of such corporation at the time outstanding, or in the case of any debt securities, five percent (5%) of the unpaid principal amount of any such debt securities at the time outstanding. d. As examples of the foregoing, and whether not in limitation thereof, during the period of non-competition and within the geographic territory described in paragraph 7a above, I shall not directly or not such termination indirectly solicit or contact in any way, on behalf of employment was caused myself, or on behalf of or in conjunction with others, any client, customer or prospective client or customer of the Company, for the purpose of developing competing solutions or selling or servicing products sold or provided by the Employee Company, or related technical learning or training services. e. I further agree that during such one (1) year period, I will not intentionally or maliciously prejudice any of the prospects, existing accounts, customers or good will presently or previously served or enjoyed by the CorporationCompany. I also agree that I will not, during such one (i1) year period, disparage or criticize the Employee Company, or its directors or officers, in any communication of whatever nature with any third parties, including but not limited to directors of the Company, its vendors, customers, suppliers and employees. f. While employed by the Company and for one (1) year thereafter, I shall not engagenot, for myself or any other employer, person, firm or corporation, either directly or indirectly, or in any manner or capacitywhatsoever, in any business or activity which is competitive with any business or activity conducted by the Corporation; (ii) the Employee shall not work for alienate, solicit or employ, directly or indirectlyattempt to alienate, solicit or cause to be employed by anotheremploy, any person who was an employee, officer or agent of the Corporation Company's present employees, former employees subject to the foregoing or similar non-competition provision, customers or persons doing business with the Company. g. If any court shall determine that the duration, scope or geographical restrictions contained herein are unenforceable, it is the intention of the parties that the non-competition provision set forth herein shall not thereby be terminated but shall be deemed amended to the extent required to render it valid and enforceable. Such amendment shall apply only with respect to the operation of this provision in the jurisdiction of the court which has made the adjudication. h. I acknowledge that the restrictions contained herein are reasonable and necessary for the protection of the Company's legitimate business interests and that any violations of these restrictions would cause immediate, substantial and irreparable injury to the Company and/or its customers. In the event of any violation of its subsidiaries these non-competition provisions, I agree that remedies at law will be insufficient to remedy such violations and that therefore the Company shall be entitled, in addition to remedies at law, to preliminary and permanent injunctive relief, attorneys' fees, costs, and expenses and any time during a period of twelve (12) months prior to other remedies at law and in equity. If the termination Employee breaches the terms of the employment Non-Competition or the Confidential Information provisions of this Agreement, the Company shall have no further obligation to provide the Employee under this Employment Agreement nor shall the Employee form any partnership with, or establish any business venture in cooperation with, any such person which is competitive with any business or activity of the Corporation; (iii) the Employee shall not give, sell or lease any goods or services competitive with the goods or services severance payment described in Paragraph 10 of the Corporation or its subsidiaries to any person, partnership, corporation or other entity who purchased goods or services from the Corporation or its subsidiaries within one (1) year before the termination of the employment of the Employee under this Employment Agreement; (iv) the Employee shall not have any material financial interest, or participate as a director, officer, 5% stockholder, partner, employee, consultant or otherwise, in any corporation, partnership or other entity which is competitive with any business or activity conducted by the Corporation. (b) The Corporation i. I acknowledge and the Employee agree that the services covenants set forth above are essential and material parts of this Agreement and that their terms fairly and reasonably balance my right to earn a living and the Employee are of a personalCompany's need and right to protect its good will, special, unique and extraordinary charactercompetitive advantage, 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 lawconfidential information. (c) In the event that this Section (10) shall be determined by any court of competent jurisdiction to be 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 maximum period of time or range of activities as to which it may be enforceable.