Common use of Non-Competition Clause in Contracts

Non-Competition. By and in consideration of the Company’s entering into this Employment Agreement and the payments to be made and benefits to be provided by the Company hereunder, and in further consideration of the Executive’s exposure to the Confidential Information of the Company and its affiliates, the Executive agrees that the Executive shall not, during the Executive’s employment with the Company (whether during the Term or thereafter) and for a period of twelve (12) months thereafter (the “Restriction Period”), directly or indirectly, own, manage, operate, join, control, be employed by, or participate in the ownership, management, operation or control of, or be connected in any manner with, including, without limitation, holding any position as a stockholder, director, officer, consultant, independent contractor, employee, partner, or investor in, any Restricted Enterprise (as defined below); provided, that in no event shall ownership of one percent (1%) or less of the outstanding securities of any class of any issuer whose securities are registered under the Securities Exchange Act of 1934, as amended, standing alone, be prohibited by this Section 4.2, so long as the Executive does not have, or exercise, any rights to manage or operate the business of such issuer other than rights as a stockholder thereof. For purposes of this paragraph, “Restricted Enterprise” shall mean any Person that is actively engaged in any business which is either (i) in competition with the business of the Company or any of its Subsidiaries conducted during the preceding twelve (12) months (or following the Executive’s termination of employment, the twelve (12) months preceding the date of termination of the Executive’s employment with the Company) or (ii) proposed to be conducted by the Company or any of its Subsidiaries in the Company’s business plan as in effect at that time (or following the Executive’s termination of employment, the business plan as in effect as of the date of termination of the Executive’s employment with the Company); provided, that (x) with respect to any Person that is actively engaged in the refinery business, a Restricted Enterprise shall only include such a Person that operates or markets in any geographic area in which the Company or any of its Subsidiaries operates or markets with respect to its refinery business and (y) with respect to any Person that is actively engaged in the fertilizer business, a Restricted Enterprise shall only include such a Person that operates or markets in any geographic area in which the Company or any of its Subsidiaries operates or markets with respect to its fertilizer business. During the Restriction Period, upon request of the Company, the Executive shall notify the Company of the Executive’s then-current employment status. For the avoidance of doubt, a Restricted Enterprise shall not include any Person or division thereof that is engaged in the business of supplying (but not refining) crude oil or natural gas.

Non-Competition. By and in consideration of the Company’s Company entering into this Employment Agreement and the payments to be made and benefits to be provided by the Company hereunderAgreement, and in further consideration of the Executive’s exposure to the Confidential Information of the Company and its affiliatesInformation, the Executive agrees that the Executive shall not, during the Executive’s employment with the Company (whether Employment Period and thereafter during the Term or thereafter) and for a period of twelve Restriction Period (12) months thereafter (the “Restriction Period”as defined below), directly or indirectly, own, manage, operate, join, control, be employed by, or participate in the ownership, management, operation or control of, or be connected in any manner with, including, without limitation, holding any position as a stockholder, director, officer, consultant, independent contractor, employee, partner, or investor in, any Restricted Enterprise (as defined below); provided, that that, in no event shall (y) ownership by the Executive of one two percent (12%) or less of the outstanding securities of any class of any issuer whose securities are registered under the Securities Exchange Act of 1934, as amended, standing alone, be prohibited by this Section 4.2, so long as the Executive does not have, or exercise, any rights to manage or operate the business of such issuer other than rights as a stockholder thereofshareholder thereof or (z) being employed by an entity, standing alone, be prohibited by this Section 4.2, so long as the entity has more than one discrete and readily distinguishable part of its business and the Executive’s duties are not at or involving the part of the entity’s business that is actively engaged in a Restricted Enterprise. For purposes of this paragraph, (1) “Restricted Enterprise” shall mean any Person that is actively engaged engaged, directly or indirectly, in any a business which is either (i) in material competition with the a material business of the Company or any of its Subsidiaries affiliates in any designated market area (“DMA”) in which the Company or any of its affiliates markets any of its services or products (i) conducted during the preceding twelve (12) months (or following the Executive’s termination of employment, the twelve (12) months preceding the date of termination of the Executive’s employment with the Company) or and (ii2) proposed to be conducted by the Company or any “Restriction Period” shall mean a period of its Subsidiaries in the Company’s business plan as in effect at that time twelve (or 12) months following the Executive’s termination of employment, employment for any reason during the business plan as in effect as of the date of termination of the Executive’s employment with the Company); provided, that (x) with respect to any Person that is actively engaged in the refinery business, a Restricted Enterprise shall only include such a Person that operates or markets in any geographic area in which the Company or any of its Subsidiaries operates or markets with respect to its refinery business and (y) with respect to any Person that is actively engaged in the fertilizer business, a Restricted Enterprise shall only include such a Person that operates or markets in any geographic area in which the Company or any of its Subsidiaries operates or markets with respect to its fertilizer businessEmployment Period. During the Restriction Period, upon request of the Company, the Executive shall notify the Company of the Executive’s then-current employment status. For the avoidance of doubt, a Restricted Enterprise shall not include any Person or division thereof that is engaged in the business of supplying (but not refining) crude oil or natural gas.

Non-Competition. By (a) Executive acknowledges and in consideration recognizes the highly competitive nature of the Company’s entering into this Employment Agreement and the payments to be made and benefits to be provided by the Company hereunder, and in further consideration of the Executive’s exposure to the Confidential Information business of the Company and its affiliatesaffiliates and accordingly agrees that, in consideration of this Agreement, the rights hereunder, and any payments hereunder, from the date hereof until the earlier of (i) the last day of the Employment Term, (ii) the last day of any Severance Period and (iii) two years following Executive's Date of Termination (the "Non- Compete Term"), Executive agrees that the Executive shall will not, during the Executive’s employment with the Company (whether during the Term or thereaftersubject to Section 3(c) and for a period of twelve (12) months thereafter (the “Restriction Period”)hereof, directly or indirectly, own, manage, operate, join, control, be employed by, or participate indirectly engage in the ownershipoperation of any cable television system or any other line of business in place at the Systems as of the Date of Termination within one hundred miles of any geographic area where the Company or its affiliates operate a cable system as of the Date of Termination during the Non-Compete Term, management, operation or control of, or be connected in any manner with, including, without limitation, holding any position whether such engagement is as a stockholderan officer, director, officer, consultant, independent contractorproprietor, 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, sales representative or investor in, any Restricted Enterprise (as defined below)other participant; provided, that in no event shall ownership of one percent (1%) or less of however, that, during the outstanding securities of any class of any issuer whose securities are registered under the Securities Exchange Act of 1934Non-Compete Term, as amended, standing alone, Executive will not be prohibited by this Section 4.2, so long as the Executive does not have, or exercise, any rights to manage or operate the business of such issuer other than rights as a stockholder thereof. For purposes of this paragraph, “Restricted Enterprise” shall mean any Person that is actively engaged from engaging in any business activity in which is either (i) in competition with the business of the Company or any of its Subsidiaries conducted during the preceding twelve (12) months (or following the Executive’s termination of employment, the twelve (12) months preceding the date of termination of the Executive’s employment with the Company) or (ii) proposed to be conducted Executive may engage while employed by the Company or pursuant to the terms of the Exclusivity Agreement. Notwithstanding any provision of its Subsidiaries in this Agreement to the Company’s business plan as in effect at that time (or following contrary, from and after any breach by Executive of the Executive’s termination provisions of employmentthis Section 9(a), the business plan as in effect as of the date of termination of the Executive’s employment with the Company); providedCompany shall cease to have any obligations to make payments to Executive under this Agreement, it being understood, however, that (x) with respect to any Person that is actively engaged nothing contained in the refinery business, a Restricted Enterprise this Agreement shall only include such a Person that operates or markets in any geographic area in which manner affect the Company obligations of Holdings to Executive under the Holdings LLC Agreement or any the rights of its Subsidiaries operates or markets with respect to its refinery business Executive under the MSCP Carry LLC Agreement and (y) with respect to any Person that is actively engaged in the fertilizer business, a Restricted Enterprise shall only include such a Person that operates or markets in any geographic area in which the Company or any of its Subsidiaries operates or markets with respect to its fertilizer business. During the Restriction Period, upon request of the Company, the Executive shall notify the Company of the Executive’s then-current employment status. For the avoidance of doubt, a Restricted Enterprise shall not include any Person or division thereof that is engaged in the business of supplying (but not refining) crude oil or natural gasTWI Carry LLC Agreement.

Non-Competition. By and in consideration of the Company’s entering into this Employment Agreement and the payments to be made and benefits to be provided by the Company hereunderAgreement, and in further consideration of the ExecutiveParticipant’s exposure to the Confidential Information of the Company and its affiliatesGroup, the Executive Participant agrees that the Executive Participant shall not, during the Executiveperiod of the Participant’s employment with the Company (whether during the Term or thereafter) Service and for a period of [twelve (12) )] [twenty-four (24)] months thereafter following the termination thereof, regardless of the reason for such termination and regardless of whether the Participant is then entitled to receive any severance benefits (the “Restriction Period”), directly or indirectly, own, manage, operate, join, control, be employed by, or participate in the ownership, management, operation or control of, or be connected in any manner with, including, without limitation, holding any position as a stockholder, director, officer, consultant, independent contractor, employee, partner, or investor in, any Restricted Enterprise (as defined below); provided, that in no event shall ownership of one percent (1%) or less of the outstanding securities of the limited partnership interest in any private equity fund, hedge fund or venture capital fund or any class of any issuer whose securities are registered under the Securities Exchange Act of 1934, as amendedAct, standing alone, be prohibited by this Section 4.26(b), so long as the Executive Participant does not have, or exercise, any rights to manage or operate the business of such fund or issuer other than rights as a limited partner or stockholder thereof. For purposes of this paragraphSection 6(b), “Restricted Enterprise” shall mean any Person enterprise (including, but not limited to, any enterprise related to the business of acquiring, developing, investing, structuring or managing retail net lease real estate properties and any other lines of business any member of the Group is participating in, or has taken substantive steps towards participating in, as of the date hereof) that is actively engaged in any business which is either (i) in competition competitive with the business of the Company or any of its Subsidiaries conducted during the preceding twelve (12) months (or following the Executive’s termination of employment, the twelve (12) months preceding the date of termination of the Executive’s employment with the Company) or (ii) proposed to be conducted by the Company and its direct or any of its Subsidiaries in indirect subsidiaries, partnerships and joint ventures during the CompanyParticipant’s business plan as in effect at that time (or following Service, within the Executive’s termination of employment, United States and anywhere outside the business plan as in effect as of the date of termination of the Executive’s employment with the Company); provided, that (x) with respect to any Person that is actively engaged in the refinery business, a Restricted Enterprise shall only include such a Person that operates or markets in any geographic area in which United States where the Company and its direct or any of its Subsidiaries operates or markets with respect to its refinery business indirect subsidiaries, partnerships and (y) with respect to any Person that is actively engaged in joint ventures operated during the fertilizer business, a Restricted Enterprise shall only include such a Person that operates or markets in any geographic area in which the Company or any of its Subsidiaries operates or markets with respect to its fertilizer business. During the Restriction Period, upon request of the Company, the Executive shall notify the Company of the ExecutiveParticipant’s then-current employment status. For the avoidance of doubt, a Restricted Enterprise shall not include any Person or division thereof that is engaged in the business of supplying (but not refining) crude oil or natural gasService.

Non-Competition. By and in consideration of the Company’s entering into this Employment Agreement and the payments to be made and benefits to be provided by the Company hereunder, and in further consideration of the Executive’s exposure to the Confidential Information of the Company and its affiliates, the Executive agrees that the Executive shall not, during the Executive’s employment with the Company (whether during During the Term or thereafter) and for a period of twelve (12) months thereafter following the termination of the Employee’s employment if such employment termination was pursuant to Section 5.1 or Section 5.2, or twenty-four (24) months following the termination of the Employee’s employment termination if such employment termination was pursuant to Section 5.3 (the “Restriction Non-Compete Period”), the Employee shall not, directly or indirectly, ownwhether individually, manage, operate, join, control, be employed by, or participate in the ownership, management, operation or control of, or be connected in any manner with, including, without limitation, holding any position as a director, manager, member, stockholder, directorpartner, officer, consultant, independent contractorowner, employee, partnerconsultant or agent of any business, or investor inin any other capacity, any Restricted Enterprise (as defined below); provided, that in no event shall ownership of one percent (1%) or less of the outstanding securities of any class of any issuer whose securities are registered under the Securities Exchange Act of 1934, as amended, standing alone, be prohibited by this Section 4.2, so long as the Executive does not have, or exercise, any rights to manage or operate the business of such issuer other than rights as a stockholder thereof. For purposes of this paragraph, “Restricted Enterprise” shall mean any Person that is actively engaged in any business which is either (i) in competition with the business on behalf of the Company or its Affiliates, organize, establish, own, operate, manage, control, engage in, participate in, invest in, permit his name to be used by, act as a consultant or advisor to, render services for (alone or in association with any person, firm, corporation or business organization), or otherwise assist any person or entity that engages in or owns, invests in, operates, manages or controls any venture or enterprise which engages or proposes to engage in (a) the sale, distribution, manufacturing and/or design of structural metal components and assemblies for the automotive industry, or (b) any other business conducted by the Company, any other member of the Company Group or any of its Subsidiaries conducted during their respective Affiliates on the preceding date of the Employee’s termination of employment or within twelve (12) months after the Employee’s employment termination if such employment termination was pursuant to Section 5.1 or Section 5.2, or twenty-four (or following the Executive’s termination of employment, the twelve (1224) months preceding after the date of termination of the ExecutiveEmployee’s employment with the Company) or (ii) proposed termination if such employment termination was pursuant to be conducted by the Company or any of its Subsidiaries Section 5.3, in the Company’s business plan as in effect at that time (or following the Executive’s termination of employment, the business plan as in effect as of the date of termination of the Executive’s employment with the Company); provided, that (x) with respect to any Person that is actively engaged in the refinery business, a Restricted Enterprise shall only include such a Person that operates or markets in any geographic area in which the Company or any of its Subsidiaries operates or markets with respect to its refinery business and (y) with respect to any Person that is actively engaged in the fertilizer business, a Restricted Enterprise shall only include such a Person that operates or markets in any geographic area in which the Company or any of its Subsidiaries operates or markets with respect to its fertilizer business. During the Restriction Period, upon request of locations where the Company, the Executive shall notify other members of the Company Group and/or their respective Affiliates engage or propose to engage in such business (the “Business”). Notwithstanding the foregoing, nothing in this Agreement shall prevent the Employee from owning for passive investment purposes not intended to circumvent this Agreement, less than five percent (5%) of the Executive’s then-current employment status. For the avoidance publicly traded common equity securities of doubt, a Restricted Enterprise shall not include any Person or division thereof that is company engaged in the business Business (so long as the Employee has no power to manage, operate, advise, consult with or control the competing enterprise and no power, alone or in conjunction with other affiliated parties, to select a director, manager, general partner, or similar governing official of supplying (but not refining) crude oil or natural gasthe competing enterprise other than in connection with the normal and customary voting powers afforded the Employee in connection with any permissible equity ownership).

Non-Competition. By and in consideration of the Company’s entering into this Employment Agreement and the payments to be made and benefits to be provided by the Company hereunder, and in further consideration of the Executive’s exposure to the Confidential Information of the Company and its affiliatesAffiliates, the Executive agrees that the Executive shall not, during the Executive’s employment with the Company (whether during the Term or thereafter) and for a period of twelve (12) months thereafter (the “Restriction Period”), directly or indirectly, own, manage, operate, join, control, be employed by, or participate in the ownership, management, operation or control of, or be connected in any manner with, including, without limitation, holding any position as a stockholder, director, officer, consultant, independent contractor, employee, partner, or investor in, any Restricted Enterprise (as defined below); provided, that in no event shall ownership of one percent (1%) or less of the outstanding securities of any class of any issuer whose securities are registered under the Securities Exchange Act of 1934, as amended, standing alone, be prohibited by this Section 4.2, so long as the Executive does not have, or exercise, any rights to manage or operate the business of such issuer other than rights as a stockholder thereof. For purposes of this paragraph, “Restricted Enterprise” shall mean any Person that is actively engaged in any business which is either (i) in competition with the business of the Company or any of its Subsidiaries Affiliates conducted during the preceding twelve (12) months (or following the Executive’s termination of employmentTerm, the twelve (12) months preceding the date of termination last day of the Executive’s employment with the Company) Term), or (ii) proposed to be conducted by the Company or any of its Subsidiaries Affiliates in the Company’s or Affiliate’s business plan as in effect at that time (or following the Executive’s termination of employmentTerm, the business plan as in effect as of the date of termination last day of the Executive’s employment with the CompanyTerm); provided, that (x) with respect to any Person that is actively engaged in the refinery business, a Restricted Enterprise shall only include such a Person that operates or markets in any geographic area in which the Company or any of its Subsidiaries Affiliates operates or markets with respect to its refinery business and (y) with respect to any Person that is actively engaged in the fertilizer business, a Restricted Enterprise shall only include such a Person that operates or markets in any geographic area in which the Company or any of its Subsidiaries Affiliates operates or markets with respect to its fertilizer business. During the Restriction Period, upon request of the Company, the Executive shall notify the Company of the Executive’s then-current employment status. For the avoidance of doubt, a Restricted Enterprise shall not include any Person or division thereof that is engaged in the business of supplying (but not refining) crude oil or natural gas.

Non-Competition. By and Without the consent in consideration writing of the Company’s entering into this Employment Agreement and the payments to be made and benefits to be provided by the Company hereunderBoard, and in further consideration of the Executive’s exposure to the Confidential Information of the Company and its affiliates, the Executive agrees that the Executive shall will not, during the Executive’s employment with the Company (whether at any time during the Term or thereafter) and for a period of twelve (12) months thereafter (the “Restriction Period”)two years following termination of Executive’s employment for any reason, acting alone or in conjunction with others, directly or indirectlyindirectly (i) engage (either as owner, owninvestor, managepartner, operate, join, control, be employed by, or participate in the ownership, management, operation or control of, or be connected in any manner with, including, without limitation, holding any position as a stockholder, directoremployer, officeremployee, consultant, independent contractor, employee, partneradvisor, or investor in, any Restricted Enterprise (as defined below); provided, that in no event shall ownership of one percent (1%director) or less of the outstanding securities of any class of any issuer whose securities are registered under the Securities Exchange Act of 1934, as amended, standing alone, be prohibited by this Section 4.2, so long as the Executive does not have, or exercise, any rights to manage or operate the business of such issuer other than rights as a stockholder thereof. For purposes of this paragraph, “Restricted Enterprise” shall mean any Person that is actively engaged in any business in which is either he has been directly engaged on behalf of the Company or any affiliate, or has supervised as an executive thereof, during the last two years prior to such termination, or which was engaged in or planned by the Company or an affiliate at the time of such termination, in any geographic area in which such business was conducted or planned to be conducted; (iii) in competition with the business induce any customers of the Company or any of its Subsidiaries conducted affiliates with whom Executive has had contacts or relationships, directly or indirectly, during and within the preceding twelve (12) months (or following the Executive’s termination scope of employment, the twelve (12) months preceding the date of termination of the Executive’s his employment with the Company) or (ii) proposed to be conducted by the Company or any of its Subsidiaries in the Company’s affiliates, to curtail or cancel their business plan as in effect at that time (or following the Executive’s termination of employment, the business plan as in effect as of the date of termination of the Executive’s employment with the Company)Company or any such affiliate; provided(iii) induce, that (x) with respect or attempt to influence, any Person that is actively engaged in the refinery business, a Restricted Enterprise shall only include such a Person that operates or markets in any geographic area in which employee of the Company or any of its Subsidiaries operates affiliates to terminate employment; or markets with respect to its refinery business and (yiv) with respect to solicit, hire or retain as an employee or independent contractor, or assist any Person that is actively engaged third party in the fertilizer businesssolicitation, a Restricted Enterprise shall only include such a Person that operates hire, or markets in retention as an employee or independent contractor, any geographic area in which person who during the previous 12 months was an employee of the Company or any affiliate; provided, however, that the limitation contained in clause (i) above shall not apply if Executive’s employment is terminated as a result of its Subsidiaries operates a termination by the Company without Cause within two years following a Change in Control or markets with respect to its fertilizer business. During the Restriction Periodis terminated by Executive for Good Reason within two years following a Change in Control, upon request and provided further, that activities engaged in by or on behalf of the CompanyCompany are not restricted by this covenant. The provisions of subparagraphs (i), the Executive shall notify the Company (ii), (iii), and (iv) above are separate and distinct commitments independent of each of the Executive’s then-current employment statusother subparagraphs. For It is agreed that the avoidance ownership of doubt, a Restricted Enterprise shall not include more than one percent of the equity securities of any Person company having securities listed on an exchange or division thereof that is engaged regularly traded in the business over-the-counter market shall not, of supplying itself, be deemed inconsistent with clause (but not refiningi) crude oil or natural gasof this Section 10(a).

Non-Competition. By and in consideration Unless previously terminated pursuant to Section 4(c) or 4(f) of the Company’s entering into this Employment Agreement and the payments to be made and benefits to be provided by the Company hereunder, and in further consideration of the Executive’s exposure to the Confidential Information of the Company and its affiliates, the Executive agrees that the Executive shall notAgreement, during the Executive’s employment with the Company (whether during the Term or thereafter) and for a period of twelve (12) months two years thereafter (the “Restriction Noncompete Period”), Executive shall not, directly or indirectly, either alone or in association with others, own, manage, operate, joinsell, control, be employed by, control or participate in the ownership, management, operation operation, sales or control of, be involved with the development efforts of, serve as a technical advisor to, license intellectual property to, provide services to or be connected in any manner with, including, without limitation, holding engage in any position business that directly competes with any specific business (1) in which the Company and its Affiliates (taken as a stockholderwhole) are materially engaged as of the date of Executive’s termination or resignation or (2) for which the Company or any of its Affiliates has, directorwithin one year prior to Executive’s termination or resignation, officertaken substantial, consultantdemonstrable steps to become materially engaged, independent contractorin which the Company and its Affiliates (taken as a whole), employeewithin one year after Executive’s termination or resignation, partner, or investor in, any Restricted Enterprise (as defined below)would reasonably be expected to be materially engaged; provided, however, that in no event shall ownership of one percent (1%) or less of the outstanding securities Executive may own as a passive investor up to 5.0% of any class of an issuer’s publicly traded securities (as used in this sentence, “material” shall mean material to the aggregate results of the Company and its Affiliates taken as a whole). The Noncompete Period shall be extended by the length of any issuer whose securities are registered under period during which Executive is found by a court or arbitrator to be in breach of the Securities Exchange Act terms of 1934, as amended, standing alone, be prohibited by this Section 4.2, so long as the 6(d). Executive does not have, or exercise, any rights to manage or operate acknowledges (i) that the business of such issuer other than rights as a stockholder thereof. For purposes the Company and its Affiliates is, and is expected to remain, international in scope and without geographical limitation; (ii) notwithstanding the state of this paragraph, “Restricted Enterprise” shall mean any Person that is actively engaged in any business which is either (i) in competition with the business incorporation or principal office of the Company or any of its Subsidiaries conducted during the preceding twelve (12) months (or following the Executive’s termination of employmentAffiliates, the twelve (12) months preceding the date of termination of the Executive’s employment with the Company) or (ii) proposed to be conducted by the Company or any of their respective executives or employees (including Executive), it is expected that the Company and its Subsidiaries Affiliates will have business activities and have valuable business relationships within its industry throughout the world; and (iii) as part of his responsibilities, Executive will travel around the world in furtherance of the Company’s business plan as in effect at that time (or following the Executive’s termination of employmentand its Affiliates’ businesses and their relationships. Accordingly, the business plan as restrictions set forth in effect as this Section 6 shall be effective in all cities, counties and states of the date of termination of the Executive’s employment with the Company); provided, that (x) with respect to any Person that is actively engaged in the refinery business, a Restricted Enterprise shall only include such a Person that operates or markets in any geographic area United States and all countries in which the Company or any of its Subsidiaries operates Affiliates has an office or markets with respect has made commercial sales within 12 months prior to its refinery business and (y) with respect to any Person that is actively engaged in the fertilizer business, a Restricted Enterprise shall only include such a Person that operates or markets in any geographic area in which the Company or any date of its Subsidiaries operates or markets with respect to its fertilizer business. During the Restriction Period, upon request of the Company, the Executive shall notify the Company of the Executive’s then-current employment status. For the avoidance of doubt, a Restricted Enterprise shall not include any Person termination or division thereof that is engaged in the business of supplying (but not refining) crude oil or natural gasresignation.

Non-Competition. By and in consideration Each of the Company’s entering into this Employment Agreement and the payments to be made and benefits to be provided by the Company hereunder, and in further consideration of the Executive’s exposure to the Confidential Information of the Company and its affiliates, the Executive Stockholders agrees that (a) for the Executive shall not, during period commencing at the Executive’s employment with Closing and expiring on the Company (whether during the Term or thereafter) and for a period of twelve (12) months thereafter (the “Restriction Period”), directly or indirectly, own, manage, operate, join, control, be employed by, or participate in the ownership, management, operation or control of, or be connected in any manner with, including, without limitation, holding any position as a stockholder, director, officer, consultant, independent contractor, employee, partner, or investor in, any Restricted Enterprise (as defined below); provided, that in no event shall ownership of one percent (1%) or less of the outstanding securities of any class of any issuer whose securities are registered under the Securities Exchange Act of 1934, as amended, standing alone, be prohibited by this Section 4.2, so long as the Executive does not have, or exercise, any rights to manage or operate the business of such issuer other than rights as a stockholder thereof. For purposes of this paragraph, “Restricted Enterprise” shall mean any Person date that is actively engaged in any business six months after the first date on which such Stockholder’s Voting Percentage is either (i) in competition with the business of the Company or less than 10%, neither such Stockholder nor any of its Subsidiaries conducted during Controlled Affiliates shall directly engage in the preceding twelve (12) months (provision to retail mass market customers in the Territory through a terrestrial facilities-based network of Commercial Mobile Radio Services, Broadband Internet Access Service or following the Executive’s termination of employmentacting as a Multichannel Video Programming Distributor, the twelve (12) months preceding the date of termination of the Executive’s employment with the Company) or (ii) proposed to be conducted in each case as such term is defined by the Company or any of its Subsidiaries in the Company’s business plan as in effect at that time (or following the Executive’s termination of employment, the business plan as in effect Federal Communications Commission as of the date of the Business Combination Agreement, including conventional mobile virtual network operator, but in each case excluding the provision of (i) devices, software, apps, advertising and “over-the-top” services on or through mobile, wireless or wired networks, (ii) resale of network services ancillary to providing Internet of Things products or services, including autonomous driving, accident prevention, monitoring and security, smart agriculture, demand forecasting, consumer services, preventative medicine, health monitoring and smart houses and mapping services, and/or (iii) satellite-based services, and (b) in the case of the DT Stockholder, for the period commencing at the Closing and expiring on the first anniversary of the termination of the Executive’s employment Trademark License in accordance with its terms and, in the case of the SoftBank Stockholder, at any time after the Closing, manufacture, market or distribute any products or services under, or use in any way, the trademark T-MOBILE in connection with any of the activities described in clause (a) (subject to the exceptions therein), other than by the Company and its Affiliates in accordance with the Companyterms of the Trademark License (each of (a) and (b); provided, that a “Competing Business”). Each of the Stockholders further agrees that, during the applicable period set forth in clause (xa) with respect or (b), it will not acquire an interest in (whether as a stockholder, member or partner, but in each case excluding any such interest not exceeding 10% of the voting equity of a Person engaged in a Competing Business or any such interests in a Person engaged in a Competing Business if the aggregate purchase price for all of such interests is less than $50,000,000), or manage, operate, or control, or act as or have the right to appoint a director of, any Person engaged in a Competing Business (other than the Company and its Subsidiaries) (it being understood that no ownership permitted by this sentence shall be considered to be a breach of any other part of this Section 6.1). If the final judgment of a court of competent jurisdiction declares any term or provision of this Section 6.1 invalid or unenforceable, the parties hereto agree that the court making the determination of invalidity or unenforceability shall have the power to and shall reform this Section 6.1 to reduce the time, geographic area and/or scope of activity, to delete specific words or phrases, and/or to replace any invalid or unenforceable term or provision with a term or provision that is actively engaged in valid and enforceable and that comes closest to expressing the refinery business, a Restricted Enterprise shall only include such a Person that operates or markets in any geographic area in which the Company or any of its Subsidiaries operates or markets with respect to its refinery business and (y) with respect to any Person that is actively engaged in the fertilizer business, a Restricted Enterprise shall only include such a Person that operates or markets in any geographic area in which the Company or any of its Subsidiaries operates or markets with respect to its fertilizer business. During the Restriction Period, upon request intention of the Companyinvalid or unenforceable term or provision, the Executive and this Agreement shall notify the Company of the Executive’s then-current employment status. For the avoidance of doubt, a Restricted Enterprise shall not include any Person or division thereof that is engaged in the business of supplying (but not refining) crude oil or natural gasbe enforceable as so modified.

Non-Competition. By The Executive acknowledges and in consideration of agrees that the Company’s entering into this Employment Agreement and the payments Executive's duties to be made and benefits to be provided by the Company hereunderqualify the Executive as "executive and management personnel" under Colorado Revised Statute Section 8-2-113(2)(d). The Executive further acknowledges that, and in further consideration during the course of the Executive’s exposure to 's employment with the Confidential Information Company, the Executive will gain knowledge of "trade secrets"—as such term is used under Colorado Revised Statute Section 8-2-113(2)(b)—of the Company and its subsidiaries and affiliates. Accordingly, the Executive acknowledges and agrees that the restrictive covenants are valid under Colorado Revised Statute Section 8-2-113, and are temporally and geographically reasonable. In that regard, while the Executive shall not, during the Executive’s employment with remains employed by the Company (whether during the Term or thereafter) and for a period of twelve (12) months thereafter (following the “Restriction Period”)termination of the Executive's employment with the Company for any reason, directly or indirectlyprovided that the Company has paid to the Executive any and all severance amounts, ownif any, managedue to Executive under Section 5 hereof, operate, join, control, be employed by, or participate the Executive shall not engage in the ownership, management, operation or control of, or be connected in any manner with, including, without limitation, holding any position as a stockholder, director, officer, consultant, independent contractor, employee, partner, or investor in, any Restricted Enterprise Competition (as defined below); provided, that in no event shall ownership hereinafter defined) with the Company or any of one percent (1%) its subsidiaries or less of the outstanding securities of any class of any issuer whose securities are registered under the Securities Exchange Act of 1934, as amended, standing alone, be prohibited by this Section 4.2, so long as the Executive does not have, or exercise, any rights to manage or operate the business of such issuer other than rights as a stockholder thereofaffiliates. For purposes of this paragraphAgreement, “Restricted Enterprise” "Competition" by the Executive shall mean the Executive's engaging in, or otherwise directly or indirectly being employed by or acting as a consultant to, or being a director, officer, employee, principal, agent, stockholder, member, owner or partner of, or permitting his name to be used in connection with the activities of any Person that is actively engaged in other business or organization where any business which is either (i) in competition with aspect of the business of the Company or any of its Subsidiaries conducted during the preceding twelve (12) months (subsidiaries is conducted, or following the Executive’s termination planned to be conducted, as of employment, the twelve (12) months preceding the date of termination of the Executive’s employment with the Company) this Agreement or (ii) proposed to be conducted by the Company or any of its Subsidiaries in the Company’s business plan as in effect at that time (or following the Executive’s termination of employment, the business plan as in effect as of the date of termination of the Executive’s employment 's employment, anywhere within the United States, which business activity is the same as or competitive with the Company); provided, that (x) with respect to any Person that is actively engaged in the refinery business, a Restricted Enterprise shall only include such a Person that operates or markets in any geographic area in which the Company or any of its Subsidiaries operates subsidiaries as the same may be conducted from time to time. Notwithstanding anything to the contrary contained herein, direct or markets with respect to its refinery business and (y) with respect to any Person that is actively engaged indirect "beneficial ownership" by the Executive, either individually or as a member of a "group," as such terms are used in the fertilizer business, a Restricted Enterprise shall only include such a Person that operates or markets in any geographic area in which the Company or any of its Subsidiaries operates or markets with respect to its fertilizer business. During the Restriction Period, upon request Rule 13d of the CompanyGeneral Rules and Regulations under the Exchange Act, the Executive shall notify the Company as amended, of not more than five percent (5%) of the Executive’s then-current employment status. For the avoidance voting stock of doubt, a Restricted Enterprise any publicly held corporation shall not include any Person or division thereof that is engaged in the business alone constitute a violation of supplying (but not refining) crude oil or natural gasthis Section 7(a).

Non-Competition. By The Employee agrees that, during his employment by the Employer hereunder and in consideration for an additional period of six (6) months after the termination of the CompanyEmployee’s entering into this Employment Agreement and employment hereunder for any reason, except for a termination in connection with a Change of Control pursuant to Section 4(e) in which case the payments to foregoing six (6) month period shall instead be made and benefits to be provided by the Company hereunder, and in further consideration twelve (12) month period after the termination of the ExecutiveEmployee’s exposure employment, neither the Employee nor any corporation or other entity in which the Employee may be interested as a partner, trustee, director, officer, employee, agent, shareholder, lender of money or guarantor, or for which he performs services in any capacity (including as a consultant or independent contractor) shall at any time during such period be engaged, directly or indirectly, in any Competitive Business (as that term is hereinafter defined). The Employee shall not solicit or, if the Employee owns or has the right to the Confidential Information acquire more than five percent (5%) of the Company and fully-diluted equity of the employing entity or its affiliates, the Executive agrees hire, directly or indirectly, any person that the Executive shall not, was employed by Employer during the Executivesix (6) month period immediately preceding the Employee’s termination of employment with the Company (whether during Employer. For purposes of this Section 5(b) the Term term “Competitive Business” shall mean any job, role, or thereafter) and specific responsibilities within a firm, company, or business organization that competes directly with the Employer’s business as in effect at the time of the Employee’s termination of employment with the Employer or in a business area planned in writing by the Employer before the Termination Date for a period of entry within twelve (12) months thereafter (of the “Restriction Period”)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, directly or indirectlyafter termination of employment with the Employer, ownby any firm, manage, operate, join, control, be employed bycompany, or participate business organization engaged in a Competitive Business as long as the ownershipactivities of any such employment or engagement, management, operation or control of, or be connected in any manner withcapacity, includingdo not involve work on matters related to any business, without limitationproduct or service being developed, holding any position as a stockholdermanufactured, directormarketed, officer, consultant, independent contractor, employee, partner, distributed or investor in, any Restricted Enterprise (as defined below); provided, that planned in no event shall writing by the Employer at the time of the Employee’s termination of employment with the Employer. The Employee’s ownership of no more than one percent (1%) or less of the outstanding securities voting stock of any class a publicly traded company shall not constitute a violation of any issuer whose securities are registered under the Securities Exchange Act of 1934, as amended, standing alone, be prohibited by this Section 4.25(b). The Employee is entering into this covenant not to compete in consideration of the agreements of the Employer in this Agreement, so long as including but not limited to, the Executive does not have, or exercise, any rights agreement of the Employer to manage or operate pay severance to the business Employee upon a termination of such issuer employment pursuant to Section 4(d) hereof and the agreement of the Employer to accelerate the vesting of the Employee’s stock options and other than rights as equity-based awards upon a stockholder thereof. For purposes Change of this paragraph, “Restricted Enterprise” shall mean any Person that is actively engaged Control in any business which is either (i) in competition accordance with the business terms of the Company or any of its Subsidiaries conducted during the preceding twelve (12) months (or following the Executive’s termination of employment, the twelve (12) months preceding the date of termination of the Executive’s employment with the Company) or (ii) proposed to be conducted by the Company or any of its Subsidiaries in the Company’s business plan as in effect at that time (or following the Executive’s termination of employment, the business plan as in effect as of the date of termination of the Executive’s employment with the CompanySection 4(d); provided, that (x) with respect to any Person that is actively engaged in the refinery business, a Restricted Enterprise shall only include such a Person that operates or markets in any geographic area in which the Company or any of its Subsidiaries operates or markets with respect to its refinery business and (y) with respect to any Person that is actively engaged in the fertilizer business, a Restricted Enterprise shall only include such a Person that operates or markets in any geographic area in which the Company or any of its Subsidiaries operates or markets with respect to its fertilizer business. During the Restriction Period, upon request of the Company, the Executive shall notify the Company of the Executive’s then-current employment status. For the avoidance of doubt, a Restricted Enterprise shall not include any Person or division thereof that is engaged in the business of supplying (but not refining) crude oil or natural gas.

Non-Competition. By and in consideration of the Company’s entering into this Employment Agreement and the payments to be made and benefits to be provided by the Company hereunder, and in further consideration of the Executive’s exposure to the Confidential Information of the Company and its affiliates, the Executive agrees that the Executive shall not, during the Executive’s employment with the Company (whether during During the Term or thereafter) and for a period of twelve six (126) months thereafter (the “Restriction Period”), directly or indirectly, own, manage, operate, join, control, be employed by, or participate in the ownership, management, operation or control of, or be connected in any manner with, including, without limitation, holding any position as a stockholder, director, officer, consultant, independent contractor, employee, partner, or investor in, any Restricted Enterprise (as defined below); provided, that in no event shall ownership of one percent (1%) or less of the outstanding securities of any class of any issuer whose securities are registered under the Securities Exchange Act of 1934, as amended, standing alone, be prohibited by this Section 4.2, so long as the Executive does not have, or exercise, any rights to manage or operate the business of such issuer other than rights as a stockholder thereof. For purposes of this paragraph, “Restricted Enterprise” shall mean any Person that is actively engaged in any business which is either (i) in competition with the business of the Company or any of its Subsidiaries conducted during the preceding twelve (12) months (or following the Executive’s termination of employment, the twelve (12) months preceding the date of termination of the Executive’s employment with for any reason, the Company) Executive shall not, whether individually, as a director, manager, member, stockholder, partner, owner, employee, consultant or (ii) proposed agent of any business, or in any other capacity, other than on behalf of the Company or a subsidiary, organize, establish, own, operate, manage, control, engage in, participate in, invest in, permit his name to be used by, act as a consultant or advisor to, render services for (alone or in association with any person, firm, corporation or business organization), or otherwise assist any person or entity that engages in or owns, invests in, operates, manages or controls any venture or enterprise which engages or proposes to engage in any business conducted by the Company or any of its Subsidiaries in subsidiaries on the Company’s business plan as in effect at that time (or following date of the Executive’s termination of employment, the business plan as in effect as of the date of termination employment or within twelve (12) months of the Executive’s termination of employment in the geographic locations where the Company and its subsidiaries engage or propose to engage in such business (the “Business”). Notwithstanding the foregoing, nothing in this Agreement shall prevent the Executive from (i) owning for passive investment purposes not intended to circumvent this Agreement, less than five percent (5%) of the publicly traded common equity securities of any company engaged in the Business (so long as the Executive has no power to manage, operate, advise, consult with or control the competing enterprise and no power, alone or in conjunction with other affiliated parties, to select a director, manager, general partner, or similar governing official of the competing enterprise other than in connection with the Companynormal and customary voting powers afforded the Executive in connection with any permissible equity ownership); provided, (ii) being employed by or otherwise associated with an organization or entity of which a subsidiary, division, segment, unit, etc. is engaged in the Business (a “Competing Division”), provided that (x) the Executive has no direct or indirect responsibilities or involvement with respect to any Person such Competing Division and (y) the Competing Division does not account for more that is actively five percent (5%) of the gross revenues of such organization or entity for its prior fiscal year or (iii) being employed by or otherwise associated with an organization or entity engaged in the refinery business, a Restricted Enterprise shall only include such a Person Business; provided that operates or markets in any geographic area in which the Business that is competitive with the Company or any of its Subsidiaries operates or markets with respect to its refinery business and does not account for more than five percent (y5%) with respect to any Person that is actively engaged in of the fertilizer business, a Restricted Enterprise shall only include such a Person that operates or markets in any geographic area in which gross revenues of the Company or any of and its Subsidiaries operates or markets with respect to its fertilizer business. During the Restriction Period, upon request of the Company, the Executive shall notify the Company of the Executive’s then-current employment status. For the avoidance of doubt, a Restricted Enterprise shall not include any Person or division thereof that is engaged in the business of supplying (but not refining) crude oil or natural gasSubsidiaries.

Non-Competition. By and in consideration of the Company’s entering into this Employment Agreement and the payments to be made and benefits to be provided by the Company hereunderAgreement, and in further consideration of the Executive’s exposure to the Confidential Information of the Company and its affiliatesGroup, the Executive agrees that the Executive shall not, during the Employment Period and for twenty-four (24) months following Executive’s employment with Termination Date, regardless of the Company (reason for such termination and regardless of whether during the Term or thereafter) and for a period of twelve (12) months thereafter Executive is then entitled to receive any severance benefits (the “Restriction Period”), directly or indirectly, own, manage, operate, join, control, be employed by, or participate in the ownership, management, operation or control of, or be connected in any manner with, including, without limitation, holding any position as a stockholder, director, officer, consultant, independent contractor, employee, partner, or investor in, any Restricted Enterprise (as defined below); provided, that in no event shall ownership of one percent (1%) or less of the outstanding securities of the limited partnership interest in any private equity fund, hedge fund or venture capital fund or any class of any issuer whose securities are registered under the Securities Exchange Act of 1934, as amendedAct, standing alone, be prohibited by this Section 4.2, so long as the Executive does not have, or exercise, any rights to manage or operate the business of such fund or issuer other than rights as a limited partner or stockholder thereof. For purposes of this paragraphSection 4.2, “Restricted Enterprise” shall mean any Person enterprise (including, but not limited to, any enterprise related to the business of acquiring, developing, investing, structuring or managing retail net lease real estate properties and any other lines of business any member of the Group is participating in, or has taken substantive steps towards participating in, as of the date hereof) that is actively engaged in any business which is either (i) in competition competitive with the business of the Company or any of its Subsidiaries conducted during the preceding twelve (12) months (or following the Executive’s termination of employment, the twelve (12) months preceding the date of termination of the Executive’s employment with the Company) or (ii) proposed to be conducted by the Company and its direct or any of its Subsidiaries in the Company’s business plan as in effect at that time (or following the indirect subsidiaries, partnerships and joint ventures during Executive’s termination of employment, within the business plan as in effect as of United States and anywhere outside the date of termination of United States where the Company and its direct or indirect subsidiaries, partnerships and joint ventures operated during Executive’s employment with the Company); provided, that (x) with respect to any Person that is actively engaged in the refinery business, a Restricted Enterprise shall only include such a Person that operates or markets in any geographic area in which the Company or any of its Subsidiaries operates or markets with respect to its refinery business and (y) with respect to any Person that is actively engaged in the fertilizer business, a Restricted Enterprise shall only include such a Person that operates or markets in any geographic area in which the Company or any of its Subsidiaries operates or markets with respect to its fertilizer business. During the Restriction Period, upon request of the Company, the Executive shall notify the Company of the Executive’s then-current employment status. For the avoidance of doubt, a Restricted Enterprise shall not include any Person or division thereof that is engaged in the business of supplying (but not refining) crude oil or natural gasemployment.

Non-Competition. By and Without the consent in consideration writing of the Company’s entering into this Employment Agreement and the payments to be made and benefits to be provided by the Company hereunderBoard, and in further consideration of upon the Executive’s exposure to the Confidential Information 's Date of the Company and its affiliatesTermination for any reason, the Executive agrees that the Executive shall will not, during the Executive’s employment with the Company (whether during the Term or thereafter) and for a period of twelve six (126) consecutive calendar months thereafter (the “Restriction Period”)thereafter, acting alone or in conjunction with others, directly or indirectlyindirectly (i) engage (either as owner, owninvestor, managepartner, operate, join, control, be employed by, or participate in the ownership, management, operation or control of, or be connected in any manner with, including, without limitation, holding any position as a stockholder, directoremployer, officeremployee, consultant, independent contractor, employee, partner, advisor or investor in, any Restricted Enterprise director (other than as defined below); provided, that in no event shall ownership of one percent (1%) or less of the outstanding securities of any class of any issuer whose securities are registered under the Securities Exchange Act of 1934, as amended, standing alone, be prohibited by this Section 4.2, so long as the Executive does not have, or exercise, any rights to manage or operate the business of such issuer other than rights as a stockholder thereof. For purposes of this paragraph, “Restricted Enterprise” shall mean any Person that is actively engaged in any business in the continental United States which is either (i) in competition with the a material business of the Company or any of its Subsidiaries conducted during the preceding twelve (12) months (or following the Executive’s termination of employment, the twelve (12) months preceding the date of termination of the Executive’s employment with the Company) or (ii) proposed to be conducted by the Company or any of its Subsidiaries in the Company’s business plan as in effect at that time (or following the Executive’s termination of employment, the business plan as in effect as of subsidiaries on the date of termination 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 Executive’s employment consummation of the Change of Control and which is directly in competition with the Company); provided, that (x) with respect to any Person that is actively engaged in the refinery business, a Restricted Enterprise shall only include such a Person that operates or markets in any geographic area in which material business conducted by the Company or any of its Subsidiaries operates or markets with respect to its refinery business and subsidiaries on the date of the consummation of the Change of Control; (yii) with respect to induce any Person that is actively engaged in the fertilizer business, a Restricted Enterprise shall only include such a Person that operates or markets in any geographic area in which customers of the Company or any of its Subsidiaries operates subsidiaries with whom Executive has had contacts or markets relationships, directly or indirectly, during and within the scope of his employment with the Company or any of its subsidiaries, to curtail or cancel their business with such companies or any of them; or (iii) induce, or attempt to influence, any employee of the Company or any of its subsidiaries to terminate employment. The provisions of subparagraphs (i), (ii), and (iii) above are separate and distinct commitments independent of each of the other subparagraphs. It is agreed that the ownership of not more than one percent of the equity securities of any company having securities listed on an exchange or regularly traded in the over-the-counter market shall not, of itself, be deemed inconsistent with clause (i) of this paragraph (a), neither shall service (whether as an employee, officer, director or consultant) with respect to its fertilizer businessCUNO Incorporated, nor 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, of itself, to be inconsistent with clause (i) of this paragraph (a). During The Executive and the Restriction Period, upon request Company agree that the value to be assigned to the obligations of the Company, the Executive shall notify the Company under this paragraph (a) is an amount equal to fifty percent (50%) of the Executive’s then-current employment status's Annual Base Salary and Recent Annual Bonus. For the avoidance Violation of doubt, a Restricted Enterprise Section 11(a) or (b) shall not include require Executive to return any Person payment or division thereof that is engaged in the business of supplying (but not refining) crude oil or natural gasbenefit previously distributed to Executive.

Non-Competition. By and in consideration of the Company’s 's entering into this Employment Agreement and the payments to be made Salary and benefits to be provided by the Company hereunder, and further in further consideration of the Executive’s Employee's exposure to the Confidential Information proprietary information of the Company and its affiliatesCompany, the Executive Employee agrees that that, subject to the Executive shall provisions of the last two sentences of Section 1(b), the Employee will not, during the Executive’s employment with the Company (whether during the Term or thereafter) and for a period of twelve (12) months thereafter (the “Restriction Period”)Employment Term, directly or indirectly, indirectly own, manage, operate, join, control, be employed by, or participate in the ownership, management, operation or control of, of or be connected in any manner withmanner, including, without limitation, including but not limited to holding any position as a stockholderthe positions of shareholder, director, officer, consultant, independent contractor, employee, partner, or investor ininvestor, with any Restricted Enterprise Competing Enterprise. For purposes of this paragraph, the term "Competing Enterprise" shall mean any person, corporation, partnership or other entity operating one or more supermarkets within a ten (as defined below); provided, that in no event shall ownership 10) mile radius of one any Company store if the aggregate of such Company stores (x) represent ten percent (110%) or less more of the outstanding securities total number of Company stores operating at the date of termination (or other applicable date invoking the application of this non-compete clause) or (y) account for ten percent (10%) or more of the annual sales volume of the Company for the fiscal year immediately preceding the year of termination (or other applicable date invoking application of this non-compete clause). For this purpose, (1) "supermarket" means any store which is part of a supermarket or combination store chain or is a warehouse club selling grocery and perishable items to the public and (2) any entity operating supermarkets includes any wholesaler to independently-owned supermarkets operating under the same tradename. The prohibition of this clause (b) shall not be deemed to prevent Employee from owning 1% or less of any class of any issuer whose equity securities are of an entity that has a class of equity securities registered under Section 12 of the Securities Exchange Act of 1934, as amended, standing alone, be prohibited by . Notwithstanding anything to the contrary in this Section 4.2, so long as the Executive does not have, or exercise, any rights to manage or operate the business of such issuer other than rights as a stockholder thereof. For purposes of this paragraph, “Restricted Enterprise” shall mean any Person that is actively engaged in any business which is either (i) in competition with the business of the Company or any of its Subsidiaries conducted during the preceding twelve (12) months (or following the Executive’s termination of employment8(b), the twelve (12non-competition clause contained in this Section 8(b) months preceding shall immediately terminate on the effective date of termination of the Executive’s Employee's employment with the Company) or (ii) proposed to be conducted Company unless such termination is by the Company for Cause or any of its Subsidiaries is by the Employee without Good Reason, in which case the Company’s business plan as non-competition clause contained in this Section 8(b) shall remain in full force and effect at that time (or following until the Executive’s termination of employment, the business plan as in effect as fourth anniversary of the date of termination of the Executive’s employment with the Company); provided, that (x) with respect to any Person that is actively engaged in the refinery business, a Restricted Enterprise shall only include such a Person that operates or markets in any geographic area in which the Company or any of its Subsidiaries operates or markets with respect to its refinery business and (y) with respect to any Person that is actively engaged in the fertilizer business, a Restricted Enterprise shall only include such a Person that operates or markets in any geographic area in which the Company or any of its Subsidiaries operates or markets with respect to its fertilizer business. During the Restriction Period, upon request of the Company, the Executive shall notify the Company of the Executive’s then-current employment status. For the avoidance of doubt, a Restricted Enterprise shall not include any Person or division thereof that is engaged in the business of supplying (but not refining) crude oil or natural gasConsummation Date.

Non-Competition. By Executive acknowledges and agrees that the nature of the Confidential Information that the Company commits to provide to Executive during Executive’s employment by the Company would make it unlikely that Executive would be able to perform in consideration of a similar capacity for a Competing Business (as defined below) without disclosing or utilizing the Confidential Information. Executive further acknowledges and agrees that the Company’s entering into this Employment Agreement and the payments to be made and benefits to be provided by the Company hereunderbusiness is conducted in a highly competitive market. Accordingly, and in further consideration of the Executive’s exposure to the Confidential Information of the Company and its affiliates, the Executive agrees that the Executive shall not, during the Executive’s employment with the Company (whether during the Term or thereafter) and for a period of twelve (12) months thereafter (the “Restriction Period”), directly or indirectly, own, manage, operate, join, control, be employed by, or participate in the ownership, management, operation or control of, or be connected in any manner with, including, without limitation, holding any position as a stockholder, director, officer, consultant, independent contractor, employee, partner, or investor in, any Restricted Enterprise Non-Competition Period (as defined below); provided, that in no event shall ownership of one percent Executive will not (1%) or less other than for the benefit of the outstanding securities of Company, its subsidiaries and affiliates, and any class of any issuer whose securities are registered under the Securities Exchange Act of 1934Protected Company pursuant to this EMPLOYMENT AGREEMENT FINAL Agreement) directly or indirectly, individually or as amendedan officer, standing alonedirector, be prohibited by this Section 4.2employee, so long as the Executive does not haveshareholder, consultant, contractor, partner, joint venturer, agent, equity owner, or exercise, any rights to manage or operate the business of such issuer other than rights as a stockholder thereof. For purposes of this paragraph, “Restricted Enterprise” shall mean any Person that is actively engaged in any business which is either capacity whatsoever, (i) in competition with the business regardless of the Company reason for termination, work for, engage in, or operate any restaurant business or restaurant operating or management company that (x) features the sale of steak where the sale of steak exceeds thirty percent (30%) of the restaurant’s revenues from food sales and (y) which is, or owns or operates restaurants, located within thirty (30) miles of any Del Frisco’s Double Eagle Steak House restaurant, any Del Frisco’s Grill restaurant, or any of its Subsidiaries conducted during the preceding twelve Xxxxxxxx’x Steakhouse restaurant (12) months (or following the Executive’s termination of employmenta “Competing Business”), the twelve (12) months preceding the date of termination of the Executive’s employment with the Company) or (ii) proposed (x) hire, attempt to be conducted hire, contact with respect to hiring, or solicit with respect to hiring any employee of any Protected Company; (y) solicit, divert, or take away any customers or customer leads of any Protected Company with whom Executive had, whether directly or indirectly, contact or business relations during the period of time that Executive was employed by the Company or any of its Subsidiaries in the Company’s business plan as in effect at that time predecessors-in-interest or its affiliates (or following the Executive’s termination of employmentherein, the “Employment Period”) or about whom Executive possesses Confidential Information; or (z) solicit, encourage, or influence any suppliers or vendors of any Protected Company to cease doing business plan as in effect as of the date of termination of the Executive’s employment with the Company); provided, that (x) with respect to any Person that is actively engaged in the refinery business, a Restricted Enterprise shall only include such a Person that operates or markets in any geographic area in which the Protected Company or change the terms and conditions upon which they conduct their business with any of its Subsidiaries operates Protected Company where Executive had, whether directly or markets indirectly, contact during the Employment Period or business relations during the Employment Period with respect to its refinery business and (y) with respect to any Person that is actively engaged in the fertilizer businesssuch vendors or suppliers, a Restricted Enterprise shall only include such a Person that operates or markets in any geographic area in which the Company or any of its Subsidiaries operates or markets with respect to its fertilizer business. During the Restriction Period, upon request of the Company, the about whom Executive shall notify the Company of the Executive’s then-current employment status. For the avoidance of doubt, a Restricted Enterprise shall not include any Person or division thereof that is engaged in the business of supplying (but not refining) crude oil or natural gaspossesses Confidential Information.

Non-Competition. By (a) In view of the unique 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 Company’s entering into this Employment Agreement and the payments compensation to be made received hereunder, and benefits to be provided Executive’s ownership interest in the Company, Executive agrees that during the period of his employment by the Company hereunder, and in further consideration the greater of the Executive’s exposure to the Confidential Information of (i) one year following his employment with the Company and its affiliatesor (ii) the Severance Period (the “Non-Competition Period”), the Executive agrees that the Executive shall not, during the Executive’s employment with the Company (whether during the Term for compensation or thereafter) and for a period of twelve (12) months thereafter (the “Restriction Period”)without compensation, directly or indirectly, ownas an owner, manageprincipal, operatepartner, joinmember, control, be employed by, or participate in the ownership, management, operation or control of, or be connected in any manner with, including, without limitation, holding any position as a stockholder, director, officer, consultantshareholder, independent contractor, employeeconsultant, partnerjoint venturer, investor, licensor, lender or in any other capacity whatsoever, alone, or investor 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 Restricted Enterprise (as defined below); providedentity 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 the Board of Directors has, that in no event shall 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%) or less of the outstanding securities shares of any class 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 member of the Fairway Group or solicit, interfere with, entice from or hire from any member of the Fairway Group any employee (or former employee) of any issuer whose securities are registered 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 Securities Exchange Act of 1934Company by Executive, as amendedthen in addition to any other remedies available to the Executive, standing alone, Executive shall be prohibited by released from his obligations under this Section 4.2, so long as the 9. If Executive does not have, or exercise, any rights to manage or operate the business of such issuer comply with his obligations under this Section 9 (other than rights as a stockholder thereof. For purposes of this paragraphin the circumstances described in the preceding sentence), “Restricted Enterprise” then notwithstanding anything herein to the contrary, the Company shall mean not be obligated to pay Executive any Person that is actively engaged in any business which is either (i) in competition with the business remaining portion of the Company or any of its Subsidiaries conducted during the preceding twelve (12) months (or following the Executive’s termination of employment, the twelve (12) months preceding the date of termination of the Executive’s employment with the Company) or (ii) proposed to be conducted by the Company or any of its Subsidiaries in the Company’s business plan as in effect at that time (or following the Executive’s termination of employment, the business plan as in effect as of the date of termination of the Executive’s employment with the Company); provided, that (x) with respect to any Person that is actively engaged in the refinery business, a Restricted Enterprise shall only include such a Person that operates or markets in any geographic area in which the Company or any of its Subsidiaries operates or markets with respect to its refinery business and (y) with respect to any Person that is actively engaged in the fertilizer business, a Restricted Enterprise shall only include such a Person that operates or markets in any geographic area in which the Company or any of its Subsidiaries operates or markets with respect to its fertilizer business. During the Restriction Period, upon request of the Company, the Executive shall notify the Company of the Executive’s then-current employment status. For the avoidance of doubt, a Restricted Enterprise shall not include any Person or division thereof that is engaged in the business of supplying (but not refining) crude oil or natural gasSeverance Payments.

Non-Competition. By and in consideration of the Company’s 's entering into this Employment Agreement and the payments to be made Salary and benefits to be provided by the Company hereunder, and further in further consideration of the Executive’s Employee's exposure to the Confidential Information proprietary information of the Company and its affiliatesCompany, the Executive Employee agrees that that, subject to the Executive shall provisions of the last two sentences of Section 1(b), the Employee will not, during the Executive’s employment with the Company (whether during the Term or thereafter) and for a period of twelve (12) months thereafter (the “Restriction Period”)Employment Term, directly or indirectly, indirectly own, manage, operate, join, control, be employed by, or participate in the ownership, management, operation or control of, of or be connected in any manner withmanner, including, without limitation, including but not limited to holding any position as a stockholderthe positions of shareholder, director, officer, consultant, independent contractor, employee, partner, or investor ininvestor, with any Restricted Enterprise Competing Enterprise. For purposes of this paragraph, the term "Competing Enterprise" shall mean any person, corporation, partnership or other entity operating one or more supermarkets within a ten (as defined below); provided, that in no event shall ownership 10) mile radius of one any Company store if the aggregate of such Company stores (x) represent ten percent (110%) or less more of the outstanding securities total number of Company stores operating at the date of termination (or other applicable date invoking the application of this non-compete clause) or (y) account for ten percent (10%) or more of the annual sales volume of the Company for the fiscal year immediately preceding the year of termination (or other applicable date invoking application of this non-compete clause). For this purpose, (1) "supermarket" means any store which is part of a supermarket or combination store chain or is a warehouse club selling grocery and perishable items to the public and (2) any entity operating supermarkets includes any wholesaler to independently-owned supermarkets operating under the same tradename. The prohibition of this clause (b) shall not be deemed to prevent Employee from owning 1% or less of any class of any issuer whose equity securities are of an entity that has a class of equity securities registered under Section 12 of the Securities Exchange Act of 1934, as amended, standing alone, be prohibited by . Notwithstanding anything to the contrary in this Section 4.2, so long as the Executive does not have, or exercise, any rights to manage or operate the business of such issuer other than rights as a stockholder thereof. For purposes of this paragraph, “Restricted Enterprise” shall mean any Person that is actively engaged in any business which is either (i) in competition with the business of the Company or any of its Subsidiaries conducted during the preceding twelve (12) months (or following the Executive’s termination of employment8(b), the twelve (12non-competition clause contained in this Section 8(b) months preceding shall immediately terminate on the effective date of termination of the Executive’s Employee's employment with the Company) or (ii) proposed to be conducted by the Company or any of its Subsidiaries in the Company’s business plan as in effect at that time (or following the Executive’s unless such termination of employment, the business plan as in effect as of the date is a result of termination of the Executive’s Employee's employment with the Company); providedCompany by the Company for Cause or is a result of termination of the Employee's employment with the Company by the Employee without Good Reason, that (x) with respect to any Person that is actively engaged in the refinery business, a Restricted Enterprise shall only include such a Person that operates or markets in any geographic area in which case the Company or any of its Subsidiaries operates or markets with respect to its refinery business non-competition clause contained in this Section 8(b) shall remain in full force and (y) with respect to any Person that is actively engaged in effect for the fertilizer business, a Restricted Enterprise shall only include such a Person that operates or markets in any geographic area in which the Company or any of its Subsidiaries operates or markets with respect to its fertilizer business. During the Restriction Period, upon request duration of the Company, the Executive shall notify the Company of the Executive’s then-current employment status. For the avoidance of doubt, a Restricted Enterprise shall not include any Person or division thereof that is engaged in the business of supplying (but not refining) crude oil or natural gasEmployment Term.

Non-Competition. By and in consideration of the Company’s entering into this Employment Agreement and the Merger Agreement, and the payments to be made and benefits to be provided by the Company hereunder, and in further consideration of the ExecutiveEmployee’s exposure to the Confidential Information of the Company and its affiliatesEntities, the Executive Employee agrees that the Executive Employee shall not, during the ExecutiveEmployee’s employment with the Company (whether during the Term or thereafter) and thereafter for a period of twelve ending twenty-four (1224) months thereafter following the termination of the Employee’s employment for any reason (the “Restriction Period”), directly or indirectly, own, manage, operate, join, control, be employed by, or participate in the ownership, management, operation or control of, or be connected in any manner with, including, without limitation, holding any position as a stockholder, director, officer, consultant, independent contractor, employeeexecutive, partner, or investor in, any Restricted Enterprise (as defined below); provided, that in no event shall ownership of one three percent (13%) or less of the outstanding securities of any class of any issuer whose securities are registered under the Securities Exchange Act of 1934, as amended, standing alone, be prohibited by this Section 4.2, 3.2 so long as the Executive Employee does not have, or exercise, any rights to manage or operate the business of such issuer other than rights as a stockholder thereof. For purposes of this paragraphSection 3.2, “Restricted Enterprise” shall mean any Person that is actively engaged engaged, in any geographic area in which the Parent, the Company or any of its or their subsidiaries (the “Company Group”) operates or markets, in any business which is either (i) in competition with the business of the Company or any of its Subsidiaries Group (i) conducted during the preceding twelve (12) months (or following the ExecutiveEmployee’s termination of employment, the twelve (12) months preceding the date of termination of the ExecutiveEmployee’s employment with the Company) or (ii) proposed to be conducted by any member of the Company or any of Group in its Subsidiaries in the Company’s business plan as in effect at that time (or following the ExecutiveEmployee’s termination of employment, the business plan as in effect as of the date of termination of the ExecutiveEmployee’s employment with the Company); provided, that (x) with respect to any Person that is actively engaged in the refinery business, a Restricted Enterprise shall only include such a Person that operates or markets in any geographic area in which the Company or any of its Subsidiaries operates or markets with respect to its refinery business and (y) with respect to any Person that is actively engaged in the fertilizer business, a Restricted Enterprise shall only include such a Person that operates or markets in any geographic area in which the Company or any of its Subsidiaries operates or markets with respect to its fertilizer business. During the Restriction Period, upon request of the Company, the Executive Employee shall notify the Company of the ExecutiveEmployee’s then-current employment status. For the avoidance of doubt, a Restricted Enterprise shall not include any Person or division thereof that is engaged in the business of supplying (but not refining) crude oil or natural gas.

Non-Competition. By and Without the consent in consideration writing of the Company’s entering into this Employment Agreement and the payments to be made and benefits to be provided by the Company hereunderBoard, and in further consideration of the Executive’s exposure to the Confidential Information of the Company and its affiliates, the Executive agrees that the Executive shall will not, during the Executive’s employment with the Company (whether at any time during the Term or thereafter) and for a period of twelve (12) months thereafter (the “Restriction Period”)two years following termination of Executive’s employment for any reason, acting alone or in conjunction with others, directly or indirectlyindirectly (i) engage (either as owner, owninvestor, managepartner, operate, join, control, be employed by, or participate in the ownership, management, operation or control of, or be connected in any manner with, including, without limitation, holding any position as a stockholder, directoremployer, officeremployee, consultant, independent contractor, employee, partneradvisor, or investor in, any Restricted Enterprise (as defined below); provided, that in no event shall ownership of one percent (1%director) or less of the outstanding securities of any class of any issuer whose securities are registered under the Securities Exchange Act of 1934, as amended, standing alone, be prohibited by this Section 4.2, so long as the Executive does not have, or exercise, any rights to manage or operate the business of such issuer other than rights as a stockholder thereof. For purposes of this paragraph, “Restricted Enterprise” shall mean any Person that is actively engaged in any business in which is either he has been directly engaged on behalf of the Company or any affiliate, or has supervised as an executive thereof, during the last two years prior to such termination, or which was engaged in or planned by the Company or an affiliate at the time of such termination, in any geographic area in which such business was conducted or planned to be conducted; (iii) in competition with the business induce any customers of the Company or any of its Subsidiaries conducted affiliates with whom Executive has had contacts or relationships, directly or indirectly, during and within the preceding twelve (12) months (or following the Executive’s termination scope of employment, the twelve (12) months preceding the date of termination of the Executive’s his employment with the Company) or (ii) proposed to be conducted by the Company or any of its Subsidiaries in the Company’s affiliates, to curtail or cancel their business plan as in effect at that time (or following the Executive’s termination of employment, the business plan as in effect as of the date of termination of the Executive’s employment with the Company)Company or any such affiliate; provided(iii) induce, that (x) with respect or attempt to influence, any Person that is actively engaged in the refinery business, a Restricted Enterprise shall only include such a Person that operates or markets in any geographic area in which employee of the Company or any of its Subsidiaries operates affiliates to terminate employment; or markets with respect to its refinery business and (yiv) with respect to solicit, hire or retain as an employee or independent contractor, or assist any Person that is actively engaged third party in the fertilizer businesssolicitation, a Restricted Enterprise shall only include such a Person that operates hire, or markets in retention as an employee or independent contractor, any geographic area in which person who during the previous 12 months was an employee of the Company or any affiliate; provided, however, that the limitation contained in clause (i) above shall not apply if Executive’s employment is terminated as a result of its Subsidiaries operates a termination by the Company without Cause following a Change in Control or markets with respect to its fertilizer business. During the Restriction Periodis terminated by Executive for Good Reason following a Change in Control; and provided further, upon request that activities engaged in by or on behalf of the CompanyCompany are not restricted by this covenant. The provisions of subparagraphs (i), the Executive shall notify the Company (ii), (iii), and (iv) above are separate and distinct commitments independent of each of the Executive’s then-current employment statusother subparagraphs. For It is agreed that the avoidance ownership of doubt, a Restricted Enterprise shall not include more than one percent of the equity securities of any Person company having securities listed on an exchange or division thereof that is engaged regularly traded in the business over-the-counter market shall not, of supplying itself, be deemed inconsistent with clause (but not refiningi) crude oil or natural gasof this Section 10(a).

Non-Competition. By and Without the consent in consideration writing of the Company’s entering into this Employment Agreement and the payments to be made and benefits to be provided by the Company hereunderBoard, and in further consideration of the Executive’s exposure to the Confidential Information of the Company and its affiliates, the Executive agrees that the Executive shall will not, during the Executive’s employment with the Company (whether at any time during the Term or thereafter) and for a period of twelve (12) months thereafter (the “Restriction Period”)two years following termination of Executive's employment for any reason, acting alone or in conjunction with others, directly or indirectlyindirectly (i) engage (either as owner, owninvestor, managepartner, operate, join, control, be employed by, or participate in the ownership, management, operation or control of, or be connected in any manner with, including, without limitation, holding any position as a stockholder, directoremployer, officeremployee, consultant, independent contractor, employee, partneradvisor, or investor in, any Restricted Enterprise (as defined below); provided, that in no event shall ownership of one percent (1%director) or less of the outstanding securities of any class of any issuer whose securities are registered under the Securities Exchange Act of 1934, as amended, standing alone, be prohibited by this Section 4.2, so long as the Executive does not have, or exercise, any rights to manage or operate the business of such issuer other than rights as a stockholder thereof. For purposes of this paragraph, “Restricted Enterprise” shall mean any Person that is actively engaged in any business in which is either he has been directly engaged on behalf of the Company or any affiliate, or has supervised as an executive thereof, during the last two years prior to such termination, or which was engaged in or planned by the Company or an affiliate at the time of such termination, in any geographic area in which such business was conducted or planned to be conducted; (iii) in competition with the business induce any customers of the Company or any of its Subsidiaries conducted affiliates with whom Executive has had contacts or relationships, directly or indirectly, during and within the preceding twelve (12) months (or following the Executive’s termination scope of employment, the twelve (12) months preceding the date of termination of the Executive’s his employment with the Company) or (ii) proposed to be conducted by the Company or any of its Subsidiaries in the Company’s affiliates, to curtail or cancel their business plan as in effect at that time (or following the Executive’s termination of employment, the business plan as in effect as of the date of termination of the Executive’s employment with the Company)Company or any such affiliate; provided(iii) induce, that (x) with respect or attempt to influence, any Person that is actively engaged in the refinery business, a Restricted Enterprise shall only include such a Person that operates or markets in any geographic area in which employee of the Company or any of its Subsidiaries operates affiliates to terminate employment; or markets with respect to its refinery business and (yiv) with respect to solicit, hire or retain as an employee or independent contractor, or assist any Person that is actively engaged third party in the fertilizer businesssolicitation, a Restricted Enterprise shall only include such a Person that operates hire, or markets in retention as an employee or independent contractor, any geographic area in which person who during the previous 12 months was an employee of the Company or any affiliate; provided, however, that the limitation contained in clause (i) above shall not apply if Executive's employment is terminated as a result of its Subsidiaries operates a termination by the Company without Cause following a Change in Control or markets with respect to its fertilizer business. During the Restriction Periodis terminated by Executive for Good Reason following a Change in Control; and provided further, upon request that activities engaged in by or on behalf of the CompanyCompany are not restricted by this covenant. The provisions of subparagraphs (i), the Executive shall notify the Company (ii), (iii), and (iv) above are separate and distinct commitments independent of each of the Executive’s then-current employment statusother subparagraphs. For It is agreed that the avoidance ownership of doubt, a Restricted Enterprise shall not include more than one percent of the equity securities of any Person company having securities listed on an exchange or division thereof that is engaged regularly traded in the business over-the-counter market shall not, of supplying itself, be deemed inconsistent with clause (but not refiningi) crude oil or natural gasof this Section 10(a).

Non-Competition. By During the Employment Period and in consideration after termination of the Company’s entering into this Employment Agreement and the payments to be made and benefits to be provided by the Company hereunder, and in further consideration of the Executive’s exposure to the Confidential Information of the Company and its affiliates, the Executive agrees that the Executive shall not, during the Executive’s employment with hereunder, whether or not such termination is without Cause or for Good Reason, Executive shall not be involved in the Company (whether during Restricted Business Activities, as defined below, for the Term or thereafter) and for a period of ending twelve (12) months thereafter after the date of termination of Executive’s employment (the “Restriction Non-compete Period”)) provided that the Company has not otherwise breached its obligations under the Agreement. As used in this Agreement, the term “Restricted Business Activities” shall mean any business which markets and sells to customers of a class or category to which FGX Holdings or any of its subsidiaries, markets and sells at the time Executive’s employment terminated products or services marketed and sold by FGX Holdings or any of its subsidiaries at such time or products or services which at such time FGX Holdings or any of its subsidiaries was actively considering marketing and selling to such customers. During the Non-compete Period, Executive shall not, without the written approval of the Company, directly or indirectly, own, manage, operate, join, control, be employed by, or participate in the ownership, management, operation or control of, or be connected in any manner with, including, without limitation, holding any position either as a stockholder, director, officer, consultant, independent contractor, employeean individual, partner, joint venturer, employee or investor inagent for any person, any company, corporation or association, or as an officer, director or stockholder of a corporation or otherwise, enter into or engage in or have a proprietary interest in the Restricted Enterprise (as defined below); provided, that in no event shall Business Activities other than the ownership of one (a) the stock of the Company then held by Executive, and (b) no more than five percent (15%) or less of the outstanding securities of any class of any issuer whose securities are registered under other publicly-held company. Notwithstanding the Securities Exchange Act of 1934foregoing, as amended, standing alone, be prohibited by this Section 4.2, for so long as a majority of the Executive does not have, or exercise, any rights to manage or operate the business of such issuer other than rights as a stockholder thereof. For purposes of this paragraph, “Restricted Enterprise” shall mean any Person that is actively engaged in any business which is either (i) in competition with the business issued and outstanding capital stock of the Company is owned directly or indirectly by Berggruen Holdings, Limited or one or more of its affiliates or a representative of Berggruen Holdings, Limited or one or more of its affiliates is on the Board (or any entity owning a majority of the issued and outstanding shares of the Company, whether directly or indirectly), the Company shall have the right to extend the Non-compete Period for an additional six (6) months for a total of eighteen (18) months (the “Non-compete Extension”) by delivering to Executive written notice of such decision prior to termination of the original twelve (12) month Non-compete Period. Executive recognizes and agrees that because a violation by him of his obligations under this Section 9 will cause irreparable harm to FGX Holdings or any of its Subsidiaries conducted during subsidiaries that would be difficult to quantify and for which money damages would be inadequate, any party included in the preceding twelve (12) months (or following the Executive’s termination definition of employment, the twelve (12) months preceding the date of termination of the Executive’s employment with the Company) or (ii) proposed to be conducted by the Company FGX Holdings or any of its Subsidiaries subsidiaries shall have the right to injunctive relief to prevent or restrain any such violation, without the necessity of posting a bond. The Non-compete Period will be extended by the duration of any violation by Executive of any of his obligations under this Section 9. Executive expressly agrees that the character, duration and scope of his obligations under this Section 9 are reasonable in light of the Company’s business plan circumstances as they exist at the date upon which this Agreement has been executed. However, should a determination nonetheless be made by a court of competent jurisdiction at a later date that the character, duration or geographical scope of such obligations is unreasonable in effect at light of the circumstances as they then exist, then it is the intention of both Executive and the Company that time (or following the Executive’s termination obligations under this Section 9 shall be construed by the court in such a manner as to impose only those restrictions on the conduct of employment, the business plan as Executive which are reasonable in effect as light of the date of termination of the Executive’s employment with the Company); provided, that (x) with respect circumstances as they then exist and necessary to any Person that is actively engaged in the refinery business, a Restricted Enterprise shall only include such a Person that operates or markets in any geographic area in which the Company or any of its Subsidiaries operates or markets with respect to its refinery business and (y) with respect to any Person that is actively engaged in the fertilizer business, a Restricted Enterprise shall only include such a Person that operates or markets in any geographic area in which the Company or any of its Subsidiaries operates or markets with respect to its fertilizer business. During the Restriction Period, upon request of the Company, the Executive shall notify assure the Company of the intended benefit of Executive’s then-current employment status. For the avoidance of doubt, a Restricted Enterprise shall not include any Person or division thereof that is engaged in the business of supplying (but not refining) crude oil or natural gasobligations under this Section 9.

Non-Competition. By and The Executive hereby agrees that, in consideration the event of the Company’s entering into this Employment Agreement and the payments to be made and benefits to be provided by the Company hereunder, and in further consideration a termination of the Executive’s exposure employment prior to the Confidential Information occurrence of the Company and its affiliatesa Change in Control, the Executive agrees that the Executive shall not, at any time during the Executive’s employment with 6 month period beginning on the Company (whether during the Term or thereafter) and for a period Date of twelve (12) months thereafter Termination (the “Restriction Restricted Period”), directly or indirectlyindirectly engage in, own, manage, operate, join, control, be employed byhave any equity interest in, or participate in the ownershipmanage or operate any Person, managementfirm, operation corporation, partnership, business or control of, or be connected in any manner with, including, without limitation, holding any position entity (whether as a stockholder, director, officer, consultantemployee, independent contractoragent, employeerepresentative, partner, security holder, consultant or investor otherwise) that engages in, in the Restricted Area (either directly or through any Restricted Enterprise (as defined belowsubsidiary or Affiliate thereof); provided, that in no event shall ownership of one percent (1%) or less of the outstanding securities of any class of any issuer whose securities are registered under the Securities Exchange Act of 1934, as amended, standing alone, be prohibited by this Section 4.2, so long as the Executive does not have, or exercise, any rights to manage business or operate the business of such issuer other than rights as a stockholder thereof. For purposes of this paragraph, “Restricted Enterprise” shall mean any Person that is actively engaged in any business which is either activity (i) in competition the Business, (ii) that otherwise competes with the business of the Company or any of its Subsidiaries conducted entity owned by the Company or (iii) with respect to which the Company or any entity owned by the Company has taken Active Steps at any time during the preceding twelve (12) months (or following the Executive’s termination of employment, the twelve (12) months preceding month period immediately before the date Date of termination Termination (any such business or activity, a “Restricted Business”). Notwithstanding the foregoing, the Executive shall be permitted to acquire a passive stock or equity interest in a Restricted Business; provided that such stock or other equity interest acquired is not more than five percent (5%) of the Executive’s employment with outstanding interest in such Restricted Business. For purposes of this Agreement, “Restricted Area” means (i) the Company) United States, Canada or any territory of either of the foregoing, (ii) proposed to be conducted by any other location where the Company or any of its Subsidiaries direct or indirect subsidiaries engages in business or (iii) any other location where the Company’s business plan as in effect Company or any of its direct or indirect subsidiaries has taken Active Steps at that any time during the twelve (or following 12) month period immediately before the Executive’s termination Date of employmentTermination. For purposes of this Agreement, “Business” shall mean (i) the business plan as in effect as of acquisition, development, construction and/or origination, financing, management and disposition of distributed (including, without limitation, residential, commercial, community solar and industrial) solar energy production and storage equipment and related leases, loans or other financing instruments or arrangements and the date actions and transactions related or ancillary thereto and (ii) such other lines of termination of the Executive’s employment with the Company); provided, that (x) with respect to any Person that is actively engaged in the refinery business, a Restricted Enterprise shall only include such a Person that operates or markets in any geographic area business in which the Company or any of its Subsidiaries operates or markets with respect to its refinery business and (y) with respect to any Person that is actively engaged in the fertilizer business, a Restricted Enterprise shall only include such a Person that operates or markets in any geographic area in which entity owned by the Company or any of its Subsidiaries operates or markets with respect to its fertilizer business. During are materially engaged on the Restriction Period, upon request of the Company, the Executive shall notify the Company date of the Executive’s then-current employment status. For the avoidance Date of doubt, a Restricted Enterprise shall not include any Person or division thereof that is engaged in the business of supplying (but not refining) crude oil or natural gasTermination.

Non-Competition. By Executive acknowledges that he has and, while employed, will acquire unique and in consideration of the Company’s entering into this Employment Agreement and the payments to be made and benefits to be provided by the Company hereunder, and in further consideration of the Executive’s exposure valuable experience with respect to the Confidential Information businesses, operations, plans and strategies of the Company and its affiliates, the subsidiaries. Executive hereby covenants and agrees that the Executive shall not, during the Executive’s employment with the Company (whether term of this Agreement and any period thereafter during the Term or thereafterwhich he is receiving payments pursuant to Subsections 7(b)(i)-(ii) and for a period of twelve 7(c)(i)-(iv) hereof (12) months thereafter (the “Restriction Period”)but, directly or indirectly, own, manage, operate, join, control, be employed by, or participate in the ownership, management, operation or control of, or be connected in any manner with, including, without limitation, holding any position as a stockholder, director, officer, consultant, independent contractor, employee, partner, or investor in, any Restricted Enterprise (as defined below); provided, that in no event shall ownership longer than two (2) years following Executive’s termination of one percent (1%) employment), he will not directly or less of the outstanding securities of any class of any issuer whose securities are registered under the Securities Exchange Act of 1934, as amended, standing alone, be prohibited by this Section 4.2, so long as the Executive does not have, or exercise, any rights to manage or operate the business of such issuer other than rights as a stockholder thereof. For purposes of this paragraph, “Restricted Enterprise” shall mean any Person that is actively engaged in any business which is either (i) in competition indirectly compete with the business of the Company or any its subsidiaries. For purposes of this Agreement, the term “compete with the business of the Company and its Subsidiaries conducted during the preceding twelve (12) months (or following the subsidiaries” shall include Executive’s termination participation in any operations whose primary business competes with any business now conducted by the Company or its subsidiaries, including the sale or rental of employmentmenswear (including formalwear), men’s accessories or men’s shoes at retail, the twelve (12) months preceding the date sale or rental of termination occupational uniforms or other corporate wear merchandise, dry cleaning, or any material line of the Executive’s employment with the Company) or (ii) business proposed to be conducted by the Company or any one or more of its Subsidiaries in the Company’s business plan subsidiaries known to Executive and with respect to which Executive devoted time as in effect at that time (or following the Executive’s termination part of employment, the business plan as in effect as his employment hereunder on behalf of the date Company or one or more of termination its subsidiaries, whether such participation is individually or as an officer, director, joint venturer, agent or holder of the Executive’s employment with the Company)an interest (except as a holder of a less than 1% interest in a publicly traded entity or mutual fund) of any individual, corporation, association, partnership, joint venture or other business entity so engaged; provided, however, that (xpassive interests held by Executive in private companies through hedge funds and private equity investments shall not violate this Section 9(a) so long as Executive does not have any involvement with respect to any Person that is actively engaged in the refinery business, companies which could reasonably be considered to be a Restricted Enterprise shall only include such a Person that operates or markets in any geographic area in which competitor of the Company or any of its Subsidiaries operates subsidiaries (a “Competitor”), including consultation with the private equity firm, the hedge fund or markets any of the principals thereof, with respect to its refinery business and (y) making an investment into a Competitor. This non-competition covenant shall be applicable with respect to the United States, Canada, the United Kingdom and any Person that is actively engaged in the fertilizer business, a Restricted Enterprise shall only include such a Person that operates or markets in any geographic area other country in which Executive would be competing with the business of the Company or any of its Subsidiaries operates or markets with respect to its fertilizer business. During the Restriction Period, upon request of the Company, the Executive shall notify the Company of the Executive’s then-current employment statussubsidiaries as set forth in this Section 9(a). For the avoidance of doubt, a Restricted Enterprise Executive shall not include violate this Section 9(a) by providing services to a unit, division or subsidiary of an entity where such entity or a subsidiary thereof, other than a subsidiary to which Executive is providing services, competes with a business of the Company or its subsidiaries so long as Executive does not directly or indirectly provide services to the unit, division or subsidiary of the entity which competes with any Person business of the Company or division one or more of its subsidiaries and does not provide services to the entity or to any subsidiary thereof that is engaged in the does not complete with any business of supplying (but not refining) crude oil the Company where such services relate to, or natural gasbenefit, any unit, division or subsidiary that so competes.

Non-Competition. By and in consideration of the Company’s entering into this Employment Agreement and the payments to be made and benefits to be provided by the Company hereunder, and in further consideration of the Executive’s exposure to the Confidential Information of the Company and its affiliatesCompany, the Executive agrees that the Executive shall not, during the Executive’s employment with the Company (whether during the Term or thereafter) and for a twelve-month period following the Date of twelve (12) months thereafter Termination (the “Restriction Period”), directly or indirectly, own, manage, operate, join, control, be employed by, or participate in the ownership, management, operation or control of, or be connected in any manner with, including, without limitation, holding any position as a stockholder, director, officer, consultant, independent contractor, employee, partner, or investor in, any Restricted Enterprise (as defined below); provided, however, that in no event (A) shall ownership by the Executive of one five percent (15%) or less of the outstanding securities of any class of any issuer whose securities are registered under the Securities Exchange Act of 1934, as amended, standing alone, be prohibited by this Section 4.26(b), so long as the Executive does not have, or exercise, any rights to manage or operate the business of such issuer other than rights as a stockholder thereof, nor (B) shall being employed by a Person that is a Restricted Enterprise, standing alone, be prohibited by this Section 6(b), so long as (i) such Person has more than one discrete and readily distinguishable part of its business, (ii) the Executive’s duties are not at or involving the part of such Person that is the Restricted Enterprise, including, without limitation, serving in a capacity where any Person involved in the Restricted Enterprise reports to the Executive and (iii) the Executive notifies the Company of employment with such Person prior to commencement of his or her employment with such Person. For purposes of this paragraphSection 6(b), “Restricted Enterprise” shall mean any Person that is actively engaged engaged, directly or indirectly, in (or intends or proposes to engage in, or has been organized for the purpose of engaging in) the generic injectible pharmaceutical industry and any business which is either (i) in competition with the business of other businesses the Company engages in or any of its Subsidiaries conducted during is preparing to become engaged in, at the preceding twelve (12) months (or following the Executive’s termination of employment, the twelve (12) months preceding the date of termination time of the Executive’s employment with the Company) or (ii) proposed to be conducted by the Company or any of its Subsidiaries in the Company’s business plan as in effect at that time (or following the Executive’s termination of employment, the business plan as in effect as of the date of termination of the Executive’s employment with the Company); provided, that (x) with respect to any Person that is actively engaged in the refinery business, a Restricted Enterprise shall only include such a Person that operates or markets in any geographic area in which the Company or any of its Subsidiaries operates or markets with respect to its refinery business and (y) with respect to any Person that is actively engaged in the fertilizer business, a Restricted Enterprise shall only include such a Person that operates or markets in any geographic area in which the Company or any of its Subsidiaries operates or markets with respect to its fertilizer businesstermination. During the Restriction Periodtwelve-month period following the Date of Termination, upon the request of the Company, the Executive shall notify the Company of the Executive’s then-current employment status. For the avoidance of doubt, a Restricted Enterprise shall not include any Person or division thereof that is engaged in the business of supplying (but not refining) crude oil or natural gas.

Non-Competition. By and Except as set forth in consideration this Section 13, --------------- the Shareholder agrees that, to assure that Parent will retain the value of the Company’s entering into this Employment Agreement and the payments to be made and benefits to be provided by the Company hereunder, and in further consideration of the Executive’s exposure to the Confidential Information business of the Company and its affiliates, the Executive agrees that the Executive shall not, during the Executive’s employment with the Company (whether during the Term or thereafter) and Subsidiaries as a "going concern," for a period of twelve (12) months thereafter (five years beginning on the “Restriction Period”)earlier of the Effective Time or the Option Closing, the Shareholder shall not, directly or indirectly, ownthrough one or more affiliates, manageengage or have an interest, operateanywhere in the United States or Europe, joinalone or in association with others, controlas partner or stockholder or through the investment of capital, be employed bylending of money or property, or participate in the ownershipotherwise, management, operation or control of, or be connected in any manner with, including, without limitation, holding any position as a stockholder, director, officer, consultant, independent contractor, employee, partner, or investor in, any Restricted Enterprise (as defined below); provided, that in no event shall ownership of one percent (1%) or less of the outstanding securities of any class of any issuer whose securities are registered under the Securities Exchange Act of 1934, as amended, standing alone, be prohibited by this Section 4.2, so long as the Executive does not have, or exercise, any rights to manage or operate the business of such issuer other than rights as a stockholder thereof. For purposes of this paragraph, “Restricted Enterprise” shall mean any Person that is actively engaged in any business which is either (i) in competition that competes with the business of the Company or any of its Subsidiaries conducted during the preceding twelve (12) months (or following the Executive’s termination of employment, the twelve (12) months preceding the date of termination of the Executive’s employment with the Company) or (ii) proposed to be conducted products and services provided by the Company or any Company Subsidiary as of such date; provided, however, that it shall not be a violation of this Section 13 for the Shareholder or any of its Subsidiaries affiliates to (i) invest in securities representing less than 10 percent of the Company’s business plan as in effect at that time (or following the Executive’s termination outstanding capital stock of employmentany Person, the securities of which are publicly traded or listed on any securities exchange or automated quotation system, or (ii) invest in, own an interest in or acquire, in a single transaction or series of transactions, all or a majority of the equity interests in, or assets of, any Person that did not derive at least 25 percent of its consolidated net revenue during its last completed fiscal year from any business plan as in effect that competes with the products and services provided by the Company or any Company Subsidiary as of the date of termination referenced above. During the three years beginning on the earlier of the Executive’s employment with Effective Time or the Company); providedOption Closing, that the Shareholder shall not, directly or indirectly, through one or more affiliates, on behalf of itself or any other Person, (xi) with respect to recruit or otherwise solicit or induce any Person that person who is actively an employee of, or otherwise engaged in the refinery businessby, a Restricted Enterprise shall only include such a Person that operates or markets in any geographic area in which Parent, the Company or any Company Subsidiary or any of its Subsidiaries operates their successors to terminate his or markets her employment or other relationship with respect to its refinery business and (y) with respect to any Person that is actively engaged in the fertilizer businessParent, a Restricted Enterprise shall only include such a Person that operates or markets in any geographic area in which the Company or any Company Subsidiary or (ii) offer employment to or employ a person who is at that time an employee (other than secretarial or clerical employees) of Parent, the Company or any Company Subsidiary or who was such an employee within two years of the time of such offer of employment. The foregoing shall not, however, prohibit the Shareholder or any of its Subsidiaries operates or markets with respect to its fertilizer business. During the Restriction Period, upon request affiliates from publishing any general public solicitation of the Company, the Executive shall notify the Company of the Executive’s then-current employment status. For the avoidance of doubt, a Restricted Enterprise shall not include any Person or division thereof that is engaged in the business of supplying (but not refining) crude oil or natural gasopportunities.

Non-Competition. By and in consideration During the term of the Company’s entering into this Employment Agreement and the payments to be made and benefits to be provided by the Company hereunder, and in further consideration of the Executive’s exposure to the Confidential Information of the Company and its affiliates, the Executive agrees that the Executive shall not, during the Executive’s employment with the Company (whether during the Term or thereafter) and for a period of twelve --------------- six (126) months thereafter (the “Restriction Period”)thereafter, Employee covenants and agrees with Company that he shall not, directly or indirectly, ownconduct, manageprovide financial assistance to (whether through a loan or otherwise), operateact as an independent contractor, joinhold an equity or profit sharing interest in (except for ownership of less than 1% of the outstanding share in a company whose stock is publicly traded), controlin any manner have a business interest in, be employed by, or participate in the ownership, management, operation or control of, or be connected in any other manner with, including, without limitation, holding any position as a stockholder, director, officer, consultant, independent contractor, employee, partner, or investor take part in, any Restricted Enterprise (as defined below); provided, that commodity or securities brokerage business or other business in no event shall ownership the United States of one percent (1%) or less of the outstanding securities of any class of any issuer whose securities are registered under the Securities Exchange Act of 1934, as amended, standing alone, be prohibited by this Section 4.2, so long as the Executive does not have, or exercise, any rights to manage or operate the business of such issuer other than rights as a stockholder thereof. For purposes of this paragraph, “Restricted Enterprise” shall mean any Person that is actively engaged in any business America which is either (i) in competition competitive with the business of the Company or any of its Subsidiaries as such business is conducted during the preceding twelve (12) months (term of this Agreement except that Employee at all times after the term of this Agreement may execute orders as a floor broker and trade for his own account and, in addition, may function as a commodity trading advisor, pool operator or following introducing broker subject to the Executive’s termination restrictions set forth in the next sentence of employmentthis paragraph and provided that Employee clears all commodity trades which are affected in connection with Employee's activities as a commodity trading advisor, pool operator or introducing broker through the twelve (12) months preceding Company so long as the date of termination of Company has the Executive’s employment ability to clear such trades and does not charge more than for such clearing functions than the rates otherwise available to Employee. Provided, however, this provision number 6 shall not be applicable to Employee should Employee function solely as an attorney in any capacity relating to or connected with the Company) or (ii) proposed to be conducted by the Company or any of its Subsidiaries in the Company’s business plan as in effect at that time (or following the Executive’s termination of employment, the business plan as in effect as of the date of termination of the Executive’s employment with the Company); provided, that (x) with respect to any Person that is actively engaged in the refinery business, a Restricted Enterprise shall only include such a Person that operates or markets in any geographic area in which the Company or any of its Subsidiaries operates or markets with respect to its refinery business and (y) with respect to any Person that is actively engaged in the fertilizer business, a Restricted Enterprise shall only include such a Person that operates or markets in any geographic area in which the Company or any of its Subsidiaries operates or markets with respect to its fertilizer businessfutures industry. During the Restriction Periodterm of this Agreement and for a period of eighteen (l8) months thereafter, upon request Employee covenants and agrees with the Company that he shall not, directly or indirectly; (a) solicit or provide commodity or securities brokerage services to any persons or entities that are or were during the period by this sentence customers of the Company, either as an employee, agent, consultant, licensee, independent contractor, owner or otherwise, or (b) solicit for employment or employ any persons who are or were during the Executive period covered by this sentence employees of the company. In the event that the term of Employee's employment hereunder shall notify not be extended by the Company beyond the term provided for in paragraph 2 hereof on terms (including compensation) substantially equivalent to the terms set forth in this Agreement except by reason of a termination for "good cause" as defined in paragraph 2 hereof, Employee shall receive severance pay of $100,000 in a lump sum payment at the Executive’s then-current time of such termination. Employee shall remain subject to the provisions contained in this paragraph 6 for the full periods specified herein. In the event that the Company offers to extend the term of Employee's employment status. For hereunder on substantially equivalent terms and Employee does not accept such offer, Employee's obligations pursuant to the avoidance first sentence of doubtthis paragraph 6 shall cease and be of no further force and effect provided, however, if the Company shall pay Employee in a Restricted Enterprise lump sum payment, an amount equal to 50% of Employee's annual base salary, Employee shall not include any Person or division thereof that is engaged remain subject to the provisions contained in the business first sentence of supplying (but not refining) crude oil or natural gasthis paragraph 6 for the full six month period specified therein. In the event, that Employee voluntarily terminates his employment hereunder, Employee's obligations pursuant to the first sentence of this paragraph 6 shall cease and be of no further force and effect; provided, however, if the company shall pay Employees in a lump sum payment, an amount equal to 50% of Employee's annual base salary, Employee shall remain subject to the provisions contained in the first sentence of this paragraph 6 for the full six month period specified therein.

Non-Competition. By (a) In view of the Employee's knowledge of the trade secrets and other proprietary information relating to the business of the Company, its subsidiaries and their respective customers which the Employee has heretofore obtained and is expected to obtain during the period the Employee is employed under this Agreement (the "Employment Period"), and in consideration of the Company’s entering into this Employment Agreement and the payments to be made and benefits to be provided by the Company Employee's employment hereunder, and in further consideration the Employee agrees: (i) that he will not during the Employment Period Participate In (as such term hereinafter defined) any other business or organization if such business or organization now is or shall then be competing with or be of the Executive’s exposure a nature similar to the Confidential Information business of the Company or its subsidiaries; and its affiliates, the Executive agrees that the Executive shall not, during the Executive’s employment with the Company (whether during the Term or thereafterii) and (A) for a period of twelve (12) months thereafter after the Termination Date (as defined in Section 6) due to a termination of this Agreement for Cause (as defined herein) or (B) for such period as the “Restriction Period”), directly Company shall continue to pay to the Employee his Base Salary and health insurance benefits in accordance with Section 8(b) after a termination of the Employee's employment Without Cause (as defined below) or indirectly, own, manage, operate, join, control, be employed by, or participate in the ownership, management, operation or control of, or be connected in any manner with, including, without limitation, holding any position as a stockholder, director, officer, consultant, independent contractor, employee, partner, or investor in, any Restricted Enterprise for Disability (as defined below); provided, that in no event shall ownership of one percent (1%) or less of the outstanding securities of any class of any issuer whose securities are registered under the Securities Exchange Act of 1934he will not, as amended, standing alone, be prohibited by this Section 4.2, so long as the Executive does not have, or exercise, any rights to manage or operate the business of such issuer other than rights as a stockholder thereof. For purposes of this paragraph, “Restricted Enterprise” shall mean any Person that is actively engaged in any business which is either (i) in competition with the business of the Company or any of its Subsidiaries conducted during the preceding twelve (12) months (or following the Executive’s termination of employment, the twelve (12) months preceding the date of termination of the Executive’s employment with the Company) or (ii) proposed to be conducted by the Company or any of its Subsidiaries in the Company’s business plan as in effect at that time (or following the Executive’s termination of employment, the business plan as in effect as of the date of termination of the Executive’s employment with the Company); provided, that (x) with respect to any Person that is actively engaged in the refinery business, a Restricted Enterprise shall only include such a Person that operates or markets in any geographic area in which the Company or any of its Subsidiaries operates subsidiaries does business as of the Termination Date, compete with or markets be engaged in the same business as, or Participate In, any other business or organization which competes with respect to or is engaged in the same business as the Company or its refinery business and (y) subsidiaries with respect to any Person that is actively service offered or activity engaged in up to the fertilizer businessTermination Date, except that in each case the provisions of this Section 3 will not be deemed breached merely because the Employee owns not more than 2% of the outstanding common stock of a Restricted Enterprise shall only include such a Person that operates or markets in any geographic area in which corporation, if, at the Company or any time of its Subsidiaries operates acquisition by the Employee, such stock is listed on a national securities exchange, is reported on NASDAQ, or markets with respect to its fertilizer business. During the Restriction Period, upon request of the Company, the Executive shall notify the Company of the Executive’s then-current employment status. For the avoidance of doubt, a Restricted Enterprise shall not include any Person or division thereof that is engaged regularly traded in the business over-the-counter market by a member of supplying (but not refining) crude oil or natural gasa national securities exchange.

Non-Competition. By and in consideration of the Company’s entering into this Employment Agreement and the payments to be made and benefits to be provided by the Company hereunder, and in further consideration of the Executive’s exposure to the Confidential Information of the Company Seller and its affiliates, the Executive agrees that the Executive shall not, during the Executive’s employment with the Company (whether during the Term or thereafter) and subsidiaries will not for a period of twelve (12) months thereafter five years following the Closing (the “Restriction "Non-Competition Period”"), without the express written consent of the Company, directly or indirectly, ownin any geographic area where the Company conducts business during the Non-Competition Period, manage, operate, join, control, be employed by, (i) engage or participate in the ownershipfollowing businesses: (1) scholastic yearbook publishing, management(2) specialty publishing, operation or control offeaturing sports, gardening, health and other special interests, or be connected (3) reunion services providing event planning services of school alumni (the "Company Business"); (ii) request, induce, attempt to influence or have any other business contact with any Company Business customers or potential customers which have been in contact with the Company, to curtail or cancel any manner with, including, without limitation, holding any position as a stockholderbusiness they may transact with the Company; (iii) solicit for employment or employ an officer, director, or employee earning in excess of $75,000 of the Company, or any subsidiary thereof to become an officer, consultantdirector or employee of Seller or its Affiliates; (iv) request, independent contractorinduce, employeeattempt to influence or have any other business contact with any distributor or supplier of goods or services to the Company, partnerto curtail or cancel any business they may transact with the Company; (v) request, induce, attempt to influence or investor have any other business contact with any Governmental Authority to terminate, revoke or materially and adversely alter or impair any Permit held, owned, used or reserved for the Company or (vi) engage in or participate in, directly or indirectly, any Restricted Enterprise business conducted under any name that shall be the same as or similar to the name of the Company or any trade name used by it. For purposes of this Section 6.9, Seller shall be deemed to engage or participate in a business if it, directly or indirectly, engages in, owns, manages, operates, controls or substantially invests in any business engaged in the Company Business; provided, however, that Seller or any subsidiary may invest in the securities of any enterprise if (x) such securities are publicly traded and (y) Seller or any subsidiary does not beneficially own (as defined below); provided, that in no event shall ownership of one percent (1%) or less of the outstanding securities of any class of any issuer whose securities are registered Rule 13d-3 promulgated under the Securities Exchange Act of 1934) in excess of 5%, as amendedin the aggregate, standing alone, be prohibited of the outstanding equity of such enterprise. Seller is entering into the foregoing covenant to induce Buyer to consummate the transactions contemplated by this Section 4.2Agreement, so long as including the Executive does not have, or exercise, any rights to manage or operate the business of such issuer other than rights as a stockholder thereof. For purposes of this paragraph, “Restricted Enterprise” shall mean any Person that is actively engaged in any business which is either (i) in competition with the business transfer of the Company or any of its Subsidiaries conducted during the preceding twelve (12) months (or following the Executive’s termination of employment, the twelve (12) months preceding the date of termination of the Executive’s employment with the Company) or (ii) proposed to be conducted by the Company or any of its Subsidiaries in the Company’s business plan as in effect at that time (or following the Executive’s termination of employment, the business plan as in effect as of the date of termination of the Executive’s employment with the Company); provided, that (x) with respect to any Person that is actively engaged in the refinery business, a Restricted Enterprise shall only include such a Person that operates or markets in any geographic area in which the Company or any of its Subsidiaries operates or markets with respect to its refinery business and (y) with respect to any Person that is actively engaged in the fertilizer business, a Restricted Enterprise shall only include such a Person that operates or markets in any geographic area in which the Company or any of its Subsidiaries operates or markets with respect to its fertilizer business. During the Restriction Period, upon request goodwill of the Company, the Executive shall notify the Company of the Executive’s then-current employment status. For the avoidance of doubt, a Restricted Enterprise shall not include any Person or division thereof that is engaged in the business of supplying (but not refining) crude oil or natural gas.

Non-Competition. By and in consideration In return for the performance of the Company’s entering into this Employment Agreement and the payments to be made and benefits to be provided by the Company hereunder, and management duties described in further consideration of the Executive’s exposure to the Confidential Information of the Company and its affiliates, the Executive agrees that the Executive shall notSection 1 hereof, during the Executive’s employment with Term of the Company (whether during the Term or thereafter) Agreement and for a period of twelve (12two years thereafter in the event of the termination of this Agreement pursuant to the provisions of Sections 4(a)(1), 4(a)(2), 4(b)(1), 4(b)(2), or 4(e) months thereafter hereof (the “Restriction "Restrictive Period”"), Executive shall not, directly or indirectly, ownin any capacity whatsoever, manage, operate, join, control, either on his own behalf or on behalf of any other person or entity with whom he may be employed byor associated, compete with the Business (as hereinafter defined) in any of the following described manners: (i) perform services of the types that Executive performs on behalf of the Group (as hereinafter defined) for himself, or participate any affiliate of himself or for any competitor of the Group if such competitor engages in the ownershipBusiness within the United States and any other geographic area or territory wherein the Group is engaged in the Business at the time of Executive's termination of services hereunder ("Restrictive Geographic Area"); or (ii) solicit or accept any Business (or help any other person solicit or accept any Business) from any person or entity that on the date of this Agreement is a vendor, managementcustomer or tenant of the Group or at the time of termination of this Agreement any vendor, operation customer or control oftenant that is actively being pursued by the Group and that Executive knows is being pursued. For purposes hereof, "Group" shall mean Prime and the Operating Partnership and any of their respective subsidiaries or be connected affiliates, and the term "Business" means any interest in any manner withreal property within the retail business that is within the primary business of the Company, includingas determined from time to time, without limitationby a majority vote of the independent directors of the Company. Furthermore, holding during the Restrictive Period, Executive shall not, directly or indirectly, induce or attempt to persuade any position as employee or customer, vendor or tenant of the Group or any such entity being actively pursued by the Group to terminate its business relationship with the Group or not proceed with a stockholderbusiness relationship with the Group. Notwithstanding the foregoing, director, officer, consultant, independent contractor, employee, partner, or investor in, any Restricted Enterprise (as defined below); provided, that in no event nothing herein shall ownership of one percent (1%) prohibit Executive from owning 5% or less of the outstanding any securities of any class of any issuer whose a competitor engaged in the same Business if such securities are registered under listed on a nationally recognized securities exchange or traded over-the-counter on the National Association of Securities Exchange Act of 1934, as amended, standing alone, be prohibited by this Section 4.2, so Dealers Automated Quotation System or otherwise. So long as the Executive does not haveis in compliance with the provisions of this Section 6(b), and in addition to the payments required under any other Section of this Agreement, the Company will pay the Executive an amount equal to $66,666.66 per calendar month in arrears for a period of two (2) years beginning with the first calendar month after termination of this Agreement pursuant to the provisions of Sections 4(a)(1), 4(b)(1), or exercise4(e) hereof. Upon written notice at any time prior to thirty (30) days before the expiration of the first year after termination, any rights to manage or operate the business of such issuer other than rights as a stockholder thereof. For purposes of this paragraph, “Restricted Enterprise” shall mean any Person that is actively engaged in any business which is either (i) in competition with the business of the Company or any of its Subsidiaries conducted during the preceding twelve (12) months (or following Executive may elect to limit the Executive’s Restrictive Period relating to a termination of employmentthis Agreement pursuant to Sections 4(a)(1), 4(b)(1) or 4(e) to one year; whereupon, the twelve (12) months preceding $66,666.66 monthly payments shall cease at the date end of termination said first year. If this Agreement is terminated pursuant to the provisions of the Executive’s employment with the CompanySections 4(a)(2) or (ii4(b)(2) proposed to be conducted by the Company or any of its Subsidiaries in the Company’s business plan as in effect at that time (or following the Executive’s termination of employmenthereof, the business plan as in effect as of the date of termination of the Executive’s employment with the Company); provided, that (x) with respect to any Person that is actively engaged in the refinery business, a Restricted Enterprise shall only include such a Person that operates or markets in any geographic area in which the Company or any of its Subsidiaries operates or markets with respect to its refinery business and (y) with respect to any Person that is actively engaged in the fertilizer business, a Restricted Enterprise shall only include such a Person that operates or markets in any geographic area in which the Company or any of its Subsidiaries operates or markets with respect to its fertilizer business. During the Restriction Period, upon request of the Company, then the Executive shall notify not be entitled to receive any amounts during the Company of the Executive’s then-current employment status. For the avoidance of doubt, a Restricted Enterprise shall not include any Person or division thereof that is engaged in the business of supplying (but not refining) crude oil or natural gasRestrictive Period.

Non-Competition. By The Grantee covenants and in consideration of the Company’s entering into this Employment Agreement and the payments to be made and benefits to be provided by the Company hereunder, and in further consideration of the Executive’s exposure to the Confidential Information of the Company and its affiliates, the Executive agrees that the Executive shall not, during the ExecutiveGrantee’s employment with the Company (whether during the Term or thereafter) Employment and for a period of twelve twenty-four (1224) months thereafter (and such period shall be tolled on a day-to-day basis for each day during which the “Restriction Period”Grantee participates in any activity in violation of the restrictions set forth in this Section 12(a)) following the termination of the Grantee’s Employment, whether such termination occurs at the insistence of the Company or its Affiliates or the 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, join, control, be employed by, control or participate in the ownership, management, operation or control of, or be connected in any manner withas an officer, includingemployee, without limitationinvestor, holding any position as a stockholderprincipal, joint venturer, shareholder, partner, director, officer, consultant, independent contractor, employee, partneragent or otherwise with, or investor have any financial interest (through stock or other equity ownership, investment of capital, the lending of money or otherwise) in, any Restricted Enterprise (as defined below); providedbusiness, venture or activity that in no event shall ownership of one percent (1%) directly or less of the outstanding securities of any class of any issuer whose securities are registered under the Securities Exchange Act of 1934, as amended, standing alone, be prohibited by this Section 4.2, so long as the Executive does not haveindirectly competes, or exerciseis in planning, or has undertaken any rights preparation, to manage or operate the business of such issuer other than rights as a stockholder thereof. For purposes of this paragraphcompete, “Restricted Enterprise” shall mean any Person that is actively engaged in any business which is either (i) in competition with the business Business of the Company or any of its Subsidiaries conducted Immediate Affiliates (any Person who engages in any such business venture or activity, a “Competitor”), except that nothing contained in this Section 12(a) shall prevent the Grantee’s wholly passive ownership of two percent (2%) or less of the equity securities of any Competitor that is a publicly-traded company. For purposes of this Section 12(a), the “Business of the Company or any of its Immediate Affiliates” is that of (i) arts and crafts, (ii) framing specialty retailer, (iii) wholesaler providing materials, ideas and education for (x) creative activities, and (y) framing, as well as (iv) any other business that the Company or any of its Immediate Affiliates conducts or is actively planning to conduct at any time during the preceding twelve (12) months (Grantee’s Employment, or with respect to the Grantee’s obligations following the Executive’s termination of employmentthe Grantee’s Employment, the twelve (12) months immediately preceding the date of termination of the ExecutiveGrantee’s employment with the Company) or (ii) proposed to be conducted by the Company or any of its Subsidiaries in the Company’s business plan as in effect at that time (or following the Executive’s termination of employment, the business plan as in effect as of the date of termination of the Executive’s employment with the Company)Employment; provided, that (x) with respect to the term “Competitor” shall not include any Person that is actively engaged in the refinery business, a Restricted Enterprise shall only include venture or activity whose gross receipts derived from the retail or wholesale sale of arts and crafts, or framing products and services (aggregated with the gross receipts derived from the retail and wholesale sale of such a Person that operates products or markets in any related business, venture or activity) are less than ten percent (10%) of the aggregate gross receipts of such businesses, ventures or activities. For purposes of this Section 12(a), the “Territory” is comprised of those states within the United States, those provinces of Canada, and any other geographic area in which the Company or any of its Subsidiaries operates Immediate Affiliates was doing business or markets actively planning to do business at any time during the Grantee’s Employment, or with respect to its refinery business and the Grantee’s obligations following his or her termination of Employment the twelve (y12) with respect to any Person that is actively engaged in months immediately preceding the fertilizer businesstermination of the Grantee’s Employment. For purposes of this Section, “Immediate Affiliates” means those Affiliates which are one of the following: (i) a Restricted Enterprise shall only include such a Person that operates direct or markets in any geographic area in which the Company or any of its Subsidiaries operates or markets with respect to its fertilizer business. During the Restriction Period, upon request indirect subsidiary of the Company, the Executive shall notify (ii) a parent to the Company or (iii) a direct or indirect subsidiary of the Executive’s then-current employment status. For the avoidance of doubt, such a Restricted Enterprise shall not include any Person or division thereof that is engaged in the business of supplying (but not refining) crude oil or natural gasparent.

Non-Competition. By and The Executive acknowledges that in consideration the course of his or her employment with Employer, Employer will give the Company’s entering into this Employment Agreement and the payments to be made and benefits to be provided by the Company hereunder, and in further consideration of the Executive’s exposure Executive access to the Confidential Information and the Executive's knowledge of the Company and its affiliates, Confidential Information will enable the Executive agrees that to put the Employer at a significant competitive disadvantage if the Executive shall notis employed or engaged by or becomes involved in a Competitive Business. Accordingly, during the Executive’s employment with the Company (whether during the Term or thereafter) term of this Agreement and for a period of twelve (12) months thereafter immediately following the termination of the Executive's employment (unless for a shorter period of time as determined by Employer as described below), for whatever reason, whether voluntary or involuntary (with or without Cause), the “Restriction Period”)Executive will not, without the written consent of Employer, directly or indirectly, own, manage, operate, join, controlindividually or in partnership or in conjunction with any other person carry on, be employed byengaged in, directly or participate in the ownershipindirectly, management, operation or control of, or be connected in any manner withwhatsoever, including, without limitation, holding any position as a stockholder, director, officeran employee, consultant, independent contractoror advisor in any Competitive Business within North America, employeeprovided however, partneran exceptions will be made following termination in the case of (a) another business wherein the Executive is not working in a competitive capacity and the competitive products and services that constitute a Competitive Business are less than ten percent of such business' total revenue, or investor in(b) Executive's ownership of the shares of a publicly-traded company where such ownership is less than 5% of the shares outstanding and Executive otherwise has no involvement, any Restricted Enterprise (as defined below); provideddirectly or indirectly, in the operation, management or support of said company. The Employer and Executive agree that in no event shall ownership the case of one percent (1%) or less of the outstanding securities of any class of any issuer whose securities are registered under the Securities Exchange Act of 1934, as amended, standing alone, be prohibited by this Section 4.2, so long as the Executive does not have, or exercise, any rights to manage or operate the business of such issuer other than rights as a stockholder thereof. For purposes of this paragraph, “Restricted Enterprise” shall mean any Person that is actively engaged in any business which is either (i) in competition with the business of the Company or any of its Subsidiaries conducted during the preceding twelve (12) months (or following the Executive’s termination of employment, the twelve (12) months preceding the date of termination of the Executive’s 's employment with without Cause as described in Section 13(e), the Company) or (ii) proposed to length of the non-competition period in this Section 10 and the length of the non-solicitation period in Section 11 may be conducted shortened by the Company or any of Employer in its Subsidiaries in sole discretion, by the Company’s Employer providing the Executive with written notice thereof within ten (10) business plan as in effect at that time (or following the Executive’s termination of employment, the business plan as in effect as days of the effective date of termination termination. In no event may the Employer reduce the non-competition and the non-solicitation provision to less than three (3) months. Executive will be entitled to severance pay from Employer during the duration of the Executive’s employment non-competition period and the non-solicitation period, as such duration may be adjusted hereunder, all in accordance with Section 13(e). The Executive and Employer further agree that the Company); provided, that (x) with respect to any Person that is actively engaged in the refinery business, a Restricted Enterprise shall only include such a Person that operates or markets in any geographic area in which the Company or any of its Subsidiaries operates or markets with respect to its refinery business and (y) with respect to any Person that is actively engaged in the fertilizer business, a Restricted Enterprise shall only include such a Person that operates or markets in any geographic area in which the Company or any of its Subsidiaries operates or markets with respect to its fertilizer business. During the Restriction Period, upon request duration of the Company, non-competition and the Executive shall notify the Company duration of the Executive’s thennon-current employment status. For solicitation period shall be equal and they shall run simultaneous with one another, so that by way of example, if the avoidance of doubtEmployer were to shorten the non-competition period to six months following termination, a Restricted Enterprise then the non-solicitation period shall not include any Person or division thereof automatically shorten to that is engaged in the business of supplying (but not refining) crude oil or natural gassame six months.

Non-Competition. By and The Employee agrees that, except as set forth in consideration of Schedule A, attached hereto, during the CompanyEmployee’s entering into this Employment Agreement and the payments to be made and benefits to be provided employment by the Company hereunder, hereunder and in further consideration for an additional period of six (6) months after the termination of the Executive’s exposure to the Confidential Information of the Company and its affiliates, the Executive agrees that the Executive shall not, during the ExecutiveEmployee’s employment hereunder (with the Company (whether during the Term or thereafterrespect to central nervous system disorders and pediatric epilepsies) and for a period of twelve (12) months thereafter (with respect to status epilepticus and any other Competitive Business), neither the “Restriction Period”)Employee nor any corporation or other entity in which the Employee may be interested as a partner, trustee, director, officer, employee, agent, shareholder, lender of money or guarantor, or for which the Employee performs services in any capacity (including as a consultant or independent contractor) shall at any time during such period (i) be engaged, directly or indirectly, own, manage, operate, join, control, be employed by, or participate in the ownership, management, operation or control of, or be connected in any manner withCompetitive Business (as that term is hereinafter defined) or (ii) solicit, includinghire, without limitationcontract for services or otherwise employ, holding any position as a stockholder, director, officer, consultant, independent contractor, employee, partner, directly or investor inindirectly, any Restricted Enterprise (as defined below); provided, that in no event shall ownership of one percent (1%) or less of the outstanding securities employees of any class of any issuer whose securities are registered under the Securities Exchange Act of 1934, as amended, standing alone, be prohibited by this Section 4.2, so long as the Executive does not have, or exercise, any rights to manage or operate the business of such issuer other than rights as a stockholder thereofCompany. For purposes of this paragraphSection 5(b), the term “Restricted EnterpriseCompetitive Business” shall mean any Person firm or business organization that is actively engaged in any business which is either (i) in competition competes with the business Company in the development and/or commercialization of drugs that prevent or treat partial complex seizures, post-traumatic stress disorder or fragile-x syndrome or any other Ganaxolone-related technology, product or service being developed, manufactured, marketed, distributed or planned in writing by the Company or any of its Subsidiaries conducted during at the preceding twelve (12) months (or following the Executive’s termination of employment, the twelve (12) months preceding the date time of termination of the ExecutiveEmployee’s employment with the Company) . The foregoing prohibition shall not prevent any employment or (ii) proposed engagement of the Employee, after termination of employment with the Company, by any company or business organization not substantially engaged in a Competitive Business as long as the activities of any such employment or engagement, in any capacity, do not involve work on matters related to be conducted any product or service being developed, manufactured, marketed, distributed or planned in writing by the Company or any of its Subsidiaries in at the Company’s business plan as in effect at that time (or following the Executive’s termination of employment, the business plan as in effect as of the date of termination of the ExecutiveEmployee’s employment with the Company. The Employee’s ownership of no more than 5% of the outstanding voting stock of a publicly traded company shall not constitute a violation of this Section 5(b); provided, that (x) with respect . The Employee is entering into this covenant not to any Person that is actively engaged compete to continue the Employee’s undertaking in the refinery business, a Restricted Enterprise shall only include such a Person that operates or markets Prior Agreement and in any geographic area in which consideration of the additional agreements of the Company or any of its Subsidiaries operates or markets with respect in this Agreement, including but not limited to its refinery business and (y) with respect to any Person that is actively engaged in the fertilizer business, a Restricted Enterprise shall only include such a Person that operates or markets in any geographic area in which the Company or any of its Subsidiaries operates or markets with respect to its fertilizer business. During the Restriction Period, upon request rights of the Company, the Executive shall notify the Company of the Executive’s then-current employment status. For the avoidance of doubt, a Restricted Enterprise shall not include any Person or division thereof that is engaged Employee set forth in the business of supplying (but not refiningSections 4(d) crude oil or natural gasand 4(e).

Non-Competition. By The Executive acknowledges that his services to be rendered hereunder are of a special and unusual character and have a unique value to the Company, the loss of which cannot be adequately compensated by damages in consideration any court of law. In view of the Company’s entering into this Employment Agreement and the payments unique value to be made and benefits to be provided by the Company hereunder, and in further consideration of the services of the Executive’s exposure to the Confidential Information of the Company and its affiliates, the Executive hereby covenants and agrees that the Executive shall not, during the Executive’s employment with so long as he remains employed by the Company (whether during the Term under this Agreement or thereafterany other written or oral agreement or arrangement) and for a period of twelve one (121) months thereafter (year after the “Restriction Period”)termination or expiration of any such employment for any reason, the Executive shall not directly or indirectlyindirectly engage in or have an active interest in, own, manage, operate, join, control, be employed by, or participate anywhere in the ownershipworld, managementalone or in association with others, operation or control of, or be connected in any manner with, including, without limitation, holding any position as a stockholder, directorprincipal, officer, agent, executive, consultant, independent contractor, employeedirector, partnerpartner or stockholder, or investor inthrough the investment of capital lending of money or property, rendering of services or otherwise any Restricted Enterprise (as defined belowbusiness competitive with the business engaged in by the Company, the Executive hereby acknowledging that the company conducts business and distributes its products, or contemplates conducting business and distributing its product(s), on a worldwide basis; provided, however, that in no event this paragraph 7 shall ownership of one not prevent the Executive from acquiring, solely as investment and through market purchases, up to ten percent (110%) or less of the outstanding securities of any class of any issuer whose securities that are registered under Section 12(b) or 12(g) of the Securities Exchange Act of 1934, as amended, standing aloneand that are listed or admitted for trading on any United States national securities exchange or that are quoted on the National Association of Securities Dealers Automated Quotations System. The business in which the Company is engaged and from which the Executive shall refrain from engaging in following the termination of his employment shall be specified in Exhibit E to this Agreement. The description of the Company's business shall be revised as often as necessary, (but not less than every six (6) months) to reflect the scope and nature of the Company's business from time to time, and such revisions to Exhibit E shall be prohibited the responsibility of the Executive and of the Chief Executive Officer of the Company, as approved by this Section 4.2, so the Board of Directors. So long as Executive remains employed by the Company (whether under this Agreement or any other written or oral agreement or arrangement) and for a period of one (1) year after the termination or expiration of any such employment for any reason, the Executive does shall not, and shall not havepermit, cause or exerciseauthorize any of his executives, agents or others under his control to, directly or indirectly, on behalf of himself or any rights other person, to manage recruit or operate otherwise solicit or induce any person who is an executive of; or otherwise engaged by, the business of such issuer other than rights as a stockholder thereof. For purposes of this paragraph, “Restricted Enterprise” shall mean Company or any Person that is actively engaged in any business which is either (i) in competition with successor to the business of the company or any affiliate of the Company to terminate his or her employment or other relationship with the Company or such successor or affiliate. The Executive shall not at any of its Subsidiaries conducted during time, directly or indirectly, use or purport to authorize any person to use any name, mark, logo, trade dress or other identifying words or images whxxx are the preceding twelve (12) months (same as or following the Executive’s termination of employment, the twelve (12) months preceding the date of termination of the Executive’s employment with the Company) or (ii) proposed similar to be conducted those used at any time by the Company or any affiliate in connection with any product or service, whether or not such use would be in a business competitive with that of its Subsidiaries in the Company’s business plan as in effect at that time (or following . This Restrictive Covenant on the part of the Executive is given and made by the Executive to induce MegaMedia to employ the Executive and to enter into this Employment Agreement with the Executive’s termination , and the Executive hereby acknowledges the sufficiency of employmentthe consideration for this Restrictive Covenant. This Restrictive Covenant is not executory or otherwise subject to rejection under the Bankruptcy Code. This Restrictive Covenant is a reasonable an necessary restraint of trade and does not violate the Sherman Antitrust Act, the Florida Antitrust Act, or the common xxx; xt is supported by valid business plan interests, including the protection of MegaMedia trade secrets and confidential business information and the protection of MegaMedia's relationships with its customers and prospective customers, at the one (1) year restriction is essential to the full protection of those valid business interests. If any portion of this Restrictive Covenant is held by a court of competent jurisdiction to be unreasonable, arbitrary, or against public policy for any reason, this Restrictive Covenant shall be considered divisible as in effect as to line of business, time, and geographic area; if a court of competent jurisdiction should determine the date specified lines of termination business, the specified period, or the specified geographic area to be unreasonable, arbitrary, or against public policy for any reason, a narrower line of the Executive’s employment with the Company); provided, that (x) with respect to any Person that is actively engaged in the refinery business, a Restricted Enterprise shall only include such lesser period, or a Person that operates or markets in any smaller geographic area in which the Company or any of its Subsidiaries operates or markets with respect to its refinery business and (y) with respect to any Person that is actively engaged in the fertilizer businessdetermined to be reasonable, a Restricted Enterprise shall only include such a Person that operates or markets in non-arbitrary, and not against public policy for any geographic area in which the Company or any of its Subsidiaries operates or markets with respect to its fertilizer business. During the Restriction Periodreason, upon request of the Company, the Executive shall notify the Company of may be enforced by MegaMedia against the Executive’s then-current employment status. For the avoidance of doubt, a Restricted Enterprise shall not include any Person or division thereof that is engaged in the business of supplying (but not refining) crude oil or natural gas.

Non-Competition. By (a) In view of the unique and valuable services expected to be rendered by Executive to the Company, Executive's knowledge of the trade secrets and other proprietary information relating to the business and in consideration of the Company’s entering into this Employment Agreement and the payments compensation to be made received hereunder and benefits to be provided Executive's ownership interest in the Parent, Executive agrees that during his employment by the Company and, following the termination of Executive's employment hereunder, and in further consideration of during the Executive’s exposure to the Confidential Information of the Company and its affiliatesNon-Competition Period (as defined below), the Executive agrees that the Executive shall not, during the Executive’s employment with the Company (whether during the Term or thereafter) and for a period of twelve (12) months thereafter (the “Restriction Period”), directly or indirectly, ownas owner, managepartner, operatejoint venturer, joinstockholder, controlemployee, broker, agent, principal, trustee, corporate officer, director, licensor, or in any capacity whatsoever engage in, become financially interested in, be employed by, render any consultation or participate business advice with respect to, or have any connection with, (i) any business which is competitive with products or services of the US Shipping Group in the ownership, management, operation United States of America or control of, (ii) any business conducted under any corporate or be connected in trade name utilized by the US Shipping Group or any manner with, including, name similar thereto without limitation, holding any position as a stockholder, director, officer, consultant, independent contractor, employee, partner, or investor in, any Restricted Enterprise (as defined below)the prior written consent of the Company; provided, however, that Executive may own any securities of any corporation which is engaged in no event shall ownership of such business and is publicly owned and traded but in an amount not to exceed at any one time one percent (1%) or less of the outstanding securities of any class of any issuer whose stock or securities are registered under the Securities Exchange Act of 1934, as amended, standing alone, be prohibited by this Section 4.2, so long as the Executive does not have, or exercise, any rights to manage or operate the business of such issuer corporation. The Company hereby agrees that the transportation of chemical products on tank barges of less than 20,000 tons deadweight, other than rights as the transportation of petroleum or petroleum products, shall not be deemed a stockholder thereof. For purposes of this paragraph, “Restricted Enterprise” shall mean any Person that is actively engaged in any business which is either (i) in competition competitive with the business of the Company US Shipping Group as long as either (i) Executive continues to engage in such business on a continuous basis after the date hereof or (ii) if Executive does not continue to engage in such business on a continuous basis after the date hereof, at the time Executive determines to reenter such business, the US Shipping Group is not then engaged in such business. In addition, Executive shall not, directly or indirectly, during the Non-Competition Period, request or cause any suppliers or customers with whom the US Shipping Group has a business relationship to cancel or terminate any such business relationship with any member of the US Shipping Group or solicit, interfere with or entice from the Parent or any of its Subsidiaries conducted during the preceding twelve (12) months subsidiaries any employee (or following the Executive’s termination of employment, the twelve (12former employee) months preceding the date of termination of the Executive’s employment with the Company) or (ii) proposed to be conducted by the Company Parent or any of its Subsidiaries in the Company’s business plan as in effect at that time (or following the Executive’s termination of employmentsubsidiaries. For purposes hereof, the business plan as in effect as of the date of termination of the Executive’s employment with the Company); provided, that (x) with respect to any Person that is actively engaged in the refinery business, a Restricted Enterprise shall only include such a Person that operates or markets in any geographic area in which the Company or any of its Subsidiaries operates or markets with respect to its refinery business and (y) with respect to any Person that is actively engaged in the fertilizer business, a Restricted Enterprise shall only include such a Person that operates or markets in any geographic area in which the Company or any of its Subsidiaries operates or markets with respect to its fertilizer business. During the Restriction Period, upon request of the Company, the Executive shall notify the Company of the Executive’s then-current employment status. For the avoidance of doubt, a Restricted Enterprise shall not include any Person or division thereof that is engaged in the business of supplying (but not refining) crude oil or natural gas."

Non-Competition. By During the 12-month period that commences on the Termination Date and in consideration ends on the first anniversary of the Company’s entering into this Employment Agreement and the payments to be made and benefits to be provided by the Company hereunderTermination Date, and in further consideration of the Executive’s exposure to the Confidential Information of the Company and its affiliates, the Executive agrees that the Executive shall not, during without the Executive’s employment with prior consent of the Company (whether during the Term or thereafter) and for a period of twelve (12) months thereafter (the “Restriction Period”)Company, directly or indirectly, indirectly own, manage, operate, join, control, be employed by, control or participate in the ownership, management, operation or control of, or be employed by or otherwise connected in any substantial manner with, including, without limitation, holding any position as a stockholder, director, officer, consultant, independent contractor, employee, partner, or investor in, any Restricted Enterprise (as defined below); provided, that in no event shall ownership of one percent (1%) or less of the outstanding securities of any class of any issuer whose securities are registered under the Securities Exchange Act of 1934, as amended, standing alone, be prohibited by this Section 4.2, so long as the Executive does not have, or exercise, any rights to manage or operate the business of such issuer other than rights as a stockholder thereof. For purposes of this paragraph, “Restricted Enterprise” shall mean any Person that is actively engaged in with any business which is either (i) in competition directly or indirectly competes to a material extent with the any line of business of the Company or any of its Subsidiaries conducted during the preceding twelve (12) months (or following the Executive’s termination of employment, the twelve (12) months preceding the date of termination of the Executive’s employment with the Company) or (ii) proposed to be conducted subsidiaries which was operated by the Company or its subsidiaries at the Termination Date; provided that nothing in this paragraph shall prohibit the Executive from acquiring up to 5% of any class of its Subsidiaries outstanding equity securities of any corporation whose equity securities are regularly traded on a national securities exchange or in the Company’s business plan "over-the-counter market," and provided further, that the foregoing restriction of this Section 11(C) shall not be construed as in effect at that time to require Executive to violate the Rules of Professional Conduct (or applicable to attorneys). The foregoing noncompetition restriction of this Section 11(C) shall not apply following a Change of Control Event if (v) the Executive’s 's employment has been terminated by the Company without Cause within two years following such Change in Control Event, (w) the Executive terminates his employment as the result of a Constructive Termination within two years following such Change in Control Event or (x) the Company elects, within two years following such Change in Control Event, not to extend the term of employment. The foregoing noncompetition restriction of this Section 11(C) shall not apply following a Potential Change in Control if: 1) the Executive's employment is terminated without Cause within two years following such Potential Change in Control, and such termination is at the request or direction of or pursuant to negotiations with a Person who has entered into an agreement with the Company the consummation of which will constitute a Change in Control; 2) the Executive's employment is terminated through a Constructive Discharge without Cause within two years following such Potential Change in Control, and the circumstances or events which constitute the basis for Executive's claim of Constructive Discharge occur at the request or direction of, or pursuant to negotiations with, such Person, 3) the Company elects, within two years following such Potential Change in Control, not to extend the term of employment, and such election was at the business plan as in effect as request or direction of the date of termination of or pursuant to negotiations with such Person; or 4) the Executive’s 's employment is terminated without Cause within two years following such Potential Change in Control and such termination is otherwise in connection with the Company); provided, that (x) with respect to any Person that is actively engaged or in the refinery business, anticipation of a Restricted Enterprise shall only include such a Person that operates or markets Change in any geographic area in Control which the Company or any of its Subsidiaries operates or markets with respect to its refinery business and (y) with respect to any Person that is actively engaged in the fertilizer business, a Restricted Enterprise shall only include such a Person that operates or markets in any geographic area in which the Company or any of its Subsidiaries operates or markets with respect to its fertilizer business. During the Restriction Period, upon request of the Company, the Executive shall notify the Company of the Executive’s then-current employment status. For the avoidance of doubt, a Restricted Enterprise shall not include any Person or division thereof that is engaged in the business of supplying (but not refining) crude oil or natural gasactually occurs.

Non-Competition. By (i) Executive covenants and in consideration of the Company’s entering into this Employment Agreement and the payments to be made and benefits to be provided by the Company hereunder, and in further consideration of the Executive’s exposure to the Confidential Information of the Company and its affiliates, the Executive agrees that the Executive shall not, for any period during the Executive’s employment with the Company which Base Salary is continued (whether during the Term or thereafter) and for in respect of which it is paid in a period of twelve (12) months thereafter (the “Restriction Period”lump sum), or for one year after Executive's voluntary termination of employment without Good Reason or his termination of employment for Cause, he or she will not directly or indirectlyindirectly engage in or invest in, own, manage, operate, joinfinance, control, be employed by, control or participate in the ownership, management, operation operation, financing or control of, be employed by, associated with or be connected in any manner connected with, includinglend Executive's name or any similar name to, without limitation, holding any position as a stockholder, director, officer, consultant, independent contractor, employee, partnerlend Executive's credit to, or investor inrender services or advice to any business that provides or sells or attempts to provide or sell behavioral managed care services, in the United States or any Restricted Enterprise (as defined below); providedother geographic location in which Employer or a controlled subsidiary or affiliate of Employer then sells or provides behavioral managed care services, other than Internet Healthcare Group, Digital, Lumenos, RealMed, CPA2Biz, Navimedix, and iKnowMed, unless waived in writing by Employer in its sole discretion. Executive recognizes that in no event shall ownership of one percent (1%) or less the above restriction is reasonable and necessary to protect the interest of the outstanding securities Employer and its controlled subsidiaries and affiliates, which are engaged in the provision, or sale of any class behavioral managed care services. The foregoing shall not be deemed to prohibit Executive's association with a company if an immaterial portion of any issuer whose securities are registered under such company's revenues is attributable to operations directly competitive with the Securities Exchange Act of 1934Company (provided Executive is not employed within those directly competitive operations). Further, as amended, standing alone, be prohibited by nothing contained in this Section 4.2, so long as the 8(b)(i) shall restrict Executive does not have, or exercise, from making any rights to manage or operate the business of such issuer other than rights as a stockholder thereof. For purposes of this paragraph, “Restricted Enterprise” shall mean any Person that is actively engaged investments in any corporation or other business which is either enterprise whose outstanding capital stock or other equity interests are listed or admitted to unlisted trading privileges on a national securities exchange or included for quotation through an inter-dealer quotation system of a registered national securities association, provided that such investment (i) in competition represents less than five percent (5%) of the aggregate outstanding capital stock or other equity interests of such corporation, partnership or business enterprise and (ii) does not otherwise provide Executive or any affiliate of Executive with the business right or power (whether or not exercised) to influence, direct or cause the direction of the management, policies and/or affairs of any business or enterprise which is or might directly or indirectly compete with any business operations or activities of Company or any of its Subsidiaries conducted during the preceding twelve (12) months (or following the Executive’s termination of employment, the twelve (12) months preceding the date of termination of the Executive’s employment with the Company) or (ii) proposed to be conducted by the Company or any of its Subsidiaries in the Company’s business plan as in effect at that time (or following the Executive’s termination of employment, the business plan as in effect as of the date of termination of the Executive’s employment with the Company); provided, that (x) with respect to any Person that is actively engaged in the refinery business, a Restricted Enterprise shall only include such a Person that operates or markets in any geographic area in which the Company or any of its Subsidiaries operates or markets with respect to its refinery business and (y) with respect to any Person that is actively engaged in the fertilizer business, a Restricted Enterprise shall only include such a Person that operates or markets in any geographic area in which the Company or any of its Subsidiaries operates or markets with respect to its fertilizer business. During the Restriction Period, upon request of the Company, the Executive shall notify the Company of the Executive’s then-current employment status. For the avoidance of doubt, a Restricted Enterprise shall not include any Person or division thereof that is engaged in the business of supplying (but not refining) crude oil or natural gassubsidiaries.

Non-Competition. By From and in consideration after the Closing until the date 36 months after the Closing Date, Seller, shall not and cause its Affiliates and Representatives (the “Restricted Parties”) not to, (a) use the Customer Database or any portion thereof to make any direct marketing to the customers on the Players List for any property located within a 45-mile radius of the Company’s entering into Properties (the “Restricted Area”), (b) sell, license or otherwise permit any Person to use the Customer Database or any portion thereof to make any direct marketing to the customers on the Players List for any property located within the Restricted Area or (c) own, operate, lease, manage, control, engage in, invest in, act as consultant or advisor to, or render a service that is utilized primarily for the operation of slot machines, table games or pari-mutuel wagering for (in each case whether alone or in association with any Person), any Person that generates more than 10% of its revenues from the ownership or operation of slot machines, table games or pari-mutuel wagering at a facility located within the Restricted Area. Notwithstanding the immediately preceding sentence or anything else to the contrary in this Employment Agreement and Agreement, (x) the payments to be made and benefits to be provided by Restricted Parties may own, operate, lease, manage, control, engage in, invest in, act as a consultant or advisor to, or render a service that is used primarily for the Company hereunder, and in further consideration operation of video lottery terminals outside of the Executive’s exposure state of Maryland, (y) the Restricted Parties may invest in any pooled investment vehicle if no Restricted Party is a controlling person of, or a member of a group which controls, such pooled investment vehicle and may own, solely through passive ownership as a portfolio investment (with no director designation rights or other special governance rights), securities of any person which are publicly traded on a national or regional stock exchange or over the counter if no Restricted Party (i) is a controlling person of, or a member of a group which controls, such person and (ii) directly or indirectly owns 5% or more of any class of securities of such person (z) the provisions set forth in clauses (a) and (b) of the immediately preceding sentence shall not apply to the Confidential Information use, sale or license of any information relating to any customer or player of the Company that is included, at the time of acquisition or merger, in any customer list, customer database or historical records of any Person that operates slot machines, table games or pari mutual wagering that Guarantor or any of its Affiliates acquires, in a single transaction, by purchase of all of the outstanding equity securities or substantially all the assets of such Person or its parent entity or merger with such Person or its parent entity, after the date hereof and (aa) the provisions set forth in clause (c) of the immediately preceding sentence shall not apply to or prohibit the acquisition by Guarantor or any of its affiliates, Affiliates of another company that operates a business in the Executive agrees that the Executive shall not, during the Executive’s employment with the Company (whether during the Term or thereafter) and for a period of twelve (12) months thereafter (the “Restriction Period”), directly or indirectly, own, manage, operate, join, control, be employed byRestricted Area, or participate in the ownershipownership or operation of such business following such acquisition, management, operation or control of, or be connected in any manner with, including, without limitation, holding any position as a stockholder, director, officer, consultant, independent contractor, employee, partner, or investor in, any Restricted Enterprise that would otherwise violate clause (as defined below)c) of the immediately preceding sentence; provided, that in no event shall ownership the case of one percent (1%) or less of the outstanding securities of any class of any issuer whose securities are registered under the Securities Exchange Act of 1934, as amended, standing alone, be prohibited by this Section 4.2, so long as the Executive does not have, or exercise, any rights to manage or operate the business of such issuer other than rights as a stockholder thereof. For purposes of this paragraph, “Restricted Enterprise” shall mean any Person that is actively engaged in any business which is either (i) in competition with the business of the Company or any of its Subsidiaries conducted during the preceding twelve (12) months (or following the Executive’s termination of employment, the twelve (12) months preceding the date of termination of the Executive’s employment with the Company) or clauses (ii) proposed to be conducted by the Company and (iii), such acquired Person or any of its Subsidiaries in the Company’s business plan as in effect at that time (or following the Executive’s termination of employment, the business plan as in effect as of the date of termination of the Executive’s employment with the Company); provided, that (x) with respect to any Person that is actively engaged in the refinery business, a Restricted Enterprise shall only include such a Person that operates or markets in any geographic area in which the Company or any of its Subsidiaries operates multiple gaming or markets with respect to its refinery business and (y) with respect to any Person that is actively engaged in the fertilizer business, a Restricted Enterprise shall only include such a Person that operates or markets in any geographic area in which the Company or any of its Subsidiaries operates or markets with respect to its fertilizer business. During the Restriction Period, upon request wagering locations outside of the Company, the Executive shall notify the Company of the Executive’s then-current employment status. For the avoidance of doubt, a Restricted Enterprise shall not include any Person or division thereof that is engaged in the business of supplying (but not refining) crude oil or natural gasArea.

Non-Competition. By and in In consideration of the Company’s entering benefits of this Agreement to each Stockholder and as a material inducement to the BCC Parties to enter into this Agreement and pay to the Stockholders at Closing the Merger Consideration, each Escrow Stockholder hereby covenants and agrees that, commencing on the Closing Date and ending (a) one year from the termination of employment under the Employment Agreement and the payments to be made and benefits executed at Closing, as to Xxxxx Xxxx Xxxxx, or (b) two years from termination of employment under the Employment Agreement to be provided by the Company hereunderexecuted at Closing, and in further consideration of the Executive’s exposure as to the Confidential Information of the Company and its affiliatesXxxxxxx X. Xxxxx, the Executive agrees that the Executive such Escrow Stockholder shall not, during the Executive’s employment with the Company (whether during the Term or thereafter) and for a period of twelve (12) months thereafter (the “Restriction Period”)such Escrow Stockholder shall cause his Associates, Affiliates and representatives not to, directly or indirectly, as proprietor, partner, stockholder, director, executive, officer, employee, consultant, joint venturer, investor or in any other capacity, engage in, or own, manage, operate, join, operate or control, be employed by, or participate in the ownership, management, operation or control ofcontrol, or be connected of any entity which engages in any manner withbusiness activity which is similar to or in competition with the business of Surviving Corporation, including, without limitation, holding any position as a stockholder, director, officer, consultant, independent contractor, employee, partner, or investor in, any Restricted Enterprise (as defined below)BCC Parties and their Affiliates; provided, that in no event however, the foregoing shall ownership of one percent not prohibit (1%a) or less of the outstanding securities an Escrow Stockholder, his Associates, Affiliates and representatives from purchasing and holding as an investment not more than 3% of any class of publicly traded securities of any issuer whose securities are registered under the Securities Exchange Act of 1934, as amended, standing alone, be prohibited by this Section 4.2, so long as the Executive does not have, or exercise, any rights to manage or operate the entity which conducts a business of such issuer other than rights as a stockholder thereof. For purposes of this paragraph, “Restricted Enterprise” shall mean any Person that is actively engaged in any business which is either (i) in competition with the business of the Company BCC Parties, so long as such Escrow Stockholder, his Associates, Affiliates and representatives do not participate in any way in the management, operation or any control of its Subsidiaries conducted such entity, or (b) Xxxxxxx X. Xxxxx from accepting employment during the preceding twelve (12) months (or following period of non-competition as long as he obtains the Executive’s termination of employment, the twelve (12) months preceding the date of termination written permission and authorization of the Executive’s employment with the Company) or (ii) proposed to be conducted by the Company or any Board of its Subsidiaries in the Company’s business plan as in effect at that time (or following the Executive’s termination Directors of employment, the business plan as in effect as of the date of termination of the Executive’s employment with the Company); provided, that (x) with respect to any Person that is actively engaged in the refinery business, a Restricted Enterprise shall only include such a Person that operates or markets in any geographic area in which the Company or any of its Subsidiaries operates or markets with respect to its refinery business and (y) with respect to any Person that is actively engaged in the fertilizer business, a Restricted Enterprise shall only include such a Person that operates or markets in any geographic area in which the Company or any of its Subsidiaries operates or markets with respect to its fertilizer business. During the Restriction Period, upon request of the Company, the Executive shall notify the Company of the Executive’s then-current employment status. For the avoidance of doubt, a Restricted Enterprise shall not include any Person or division thereof that is engaged in the business of supplying (but not refining) crude oil or natural gasBCC.

Non-Competition. By and in In consideration of the Company’s entering into this Employment Agreement and the payments to be made and benefits to be provided received by the Company hereunder, Executive under this Agreement and in further consideration of the Executive’s exposure to the Confidential Information of the Company for other good and its affiliatesvaluable consideration, the receipt and sufficiency of which are hereby acknowledged by Executive, Executive agrees that the Executive shall notthat, during the Executive’s employment with the Company Non-Competition Period (whether during the Term or thereafter) and for a period of twelve (12) months thereafter (the “Restriction Period”as hereinafter defined), Executive will refrain from carrying on any business, directly or indirectly, which provides any USI Business, except (i) in the normal course of business on behalf of any USI Company during the term of Executive’s employment under this Agreement or (ii) with the Company’s prior written consent. The term “carrying on any business” shall mean to act as a sole proprietor, partner, member of a limited liability company, stockholder, officer, director, employee, manager, trustee, agent, advisor, joint venturer, or consultant of, with or to, any business, or otherwise to own, manage, operate, join, control, be employed by, control or participate in the ownership, management, operation or control of, or be connected in any manner with, including, without limitation, holding any position as a stockholder, director, officer, consultant, independent contractor, employee, partner, or investor engage in, any Restricted Enterprise (as defined below); provided, that in no event business. The Non-Competition Period shall ownership mean the period beginning on the effective date of one percent (1%) or less this Agreement and ending on the first anniversary of the outstanding securities date of any class of any issuer whose securities are registered under the Securities Exchange Act of 1934, as amended, standing alone, be prohibited by this Section 4.2, so long as the Executive does not have, or exercise, any rights to manage or operate the business of such issuer other than rights as a stockholder thereof. For purposes of this paragraph, “Restricted Enterprise” shall mean any Person that is actively engaged in any business which is either (i) in competition with the business of the Company or any of its Subsidiaries conducted during the preceding twelve (12) months (or following the Executive’s termination of employment, . It is expressly agreed that this Section 7.2 is not intended to restrict or prohibit either (i) the twelve ownership by Executive of stock or other securities of a publicly-held corporation in which Executive does not (12a) months preceding the date possess beneficial ownership of termination more than 5% of the Executive’s employment with the Companyvoting capital stock of such corporation or (b) participate in any management or advisory capacity, or (ii) proposed Executive’s acts as a shareholder and director of a business in the context of private equity group investments. In addition, it is also agreed that this Section 7.2 shall not prohibit Executive from serving as a director pursuant to the terms of Section 2.3 during the term of his employment under this Agreement. It is the desire and intent of the parties that the provisions of this Section 7.2 shall be enforced under the laws and public polices applied in each jurisdiction in which enforcement is sought. Accordingly, if any particular provision of this Section 7.2 is adjudicated to be conducted invalid or unenforceable or shall for any reason be held to be excessively broad as to duration, geographic scope, activity or subject, it shall be construed by limiting and reducing it, so as to be enforceable to the Company or any of its Subsidiaries extent compatible with applicable laws and such provision shall be deemed modified and amended to the extent necessary to render such provision enforceable in such jurisdiction. If Executive challenges the Company’s business plan as in effect at that time (or following the Executive’s termination of employment, the business plan as in effect as enforceability of the date provisions of termination of the Executive’s employment with the Company); providedthis Section 7.2 in whole or in part, that (x) with respect Executive shall, immediately upon such challenge, forfeit any right to any Person payments and benefits under this Agreement that is actively engaged in the refinery business, a Restricted Enterprise shall only include such a Person that operates or markets in any geographic area in which the Company or any of its Subsidiaries operates or markets with respect to its refinery business and (y) with respect to any Person that is actively engaged in the fertilizer business, a Restricted Enterprise shall only include such a Person that operates or markets in any geographic area in which the Company or any of its Subsidiaries operates or markets with respect to its fertilizer business. During the Restriction Period, upon request of the Company, the Executive shall notify the Company of the Executive’s then-current employment status. For the avoidance of doubt, a Restricted Enterprise shall he has not include any Person or division thereof that is engaged in the business of supplying (but not refining) crude oil or natural gasalready received.

Non-Competition. By and in consideration of the Parent’s and the Company’s entering into this Employment Agreement and the payments to be made and benefits to be provided by the Company hereunder, and in further consideration of the Executive’s exposure to the Confidential Information of the Company and its affiliates, the Executive agrees that the Executive shall not, during the Executive’s employment with the Company (whether during the Term or thereafter) and for a period of twelve (12) months thereafter (the “Restriction Period”), directly or indirectlyindirectly (other than in connection with carrying out his responsibilities for the Company and its affiliates), own, manage, operate, join, control, be employed by, or participate in the ownership, management, operation or control of, or be connected in any manner with, including, without limitation, holding any position as a stockholder, director, officer, consultant, independent contractor, employee, partner, or investor in, any Restricted Enterprise (as defined below); provided, that in no event shall ownership of one three percent (13%) or less of the outstanding securities of any class of any issuer whose securities are registered under the Securities Exchange Act of 1934, as amended, standing alone, be prohibited by this Section 4.2, so long as the Executive does not have, or exercise, any rights to manage or operate the business of such issuer other than rights as a stockholder thereof. For purposes of this paragraph, “Restricted Enterprise” shall mean any Person that is actively engaged in any geographic area in which the Parent, the Company, or any of their respective subsidiaries (the “Company Group”) operates or markets in any business which is either (i) in material competition with the business of any member of the Company Group or any of its Subsidiaries subsidiaries (i) conducted during the preceding twelve (12) months (or following the Executive’s termination of employment, the twelve (12) months preceding the date of termination of the Executive’s employment with the Company) or (ii) proposed to be conducted by any member of the Company or any of Group in its Subsidiaries in the Company’s business plan as in effect at that time (or following the Executive’s termination of employment, the business plan as in effect as of the date of termination of the Executive’s employment with the Company); provided, that (x) with respect to any Person that is actively engaged in the refinery business, a Restricted Enterprise shall only include such a Person that operates or markets in any geographic area in which the Company or any of its Subsidiaries operates or markets with respect to its refinery business and (y) with respect to any Person that is actively engaged in the fertilizer business, a Restricted Enterprise shall only include such a Person that operates or markets in any geographic area in which the Company or any of its Subsidiaries operates or markets with respect to its fertilizer business. During the Restriction Period, upon request of the Company, the Executive shall notify the Company of the Executive’s then-current employment status. For the avoidance of doubt, a Restricted Enterprise shall not include any Person or division thereof that is engaged in the business of supplying (but not refining) crude oil or natural gas.

Non-Competition. By The Grantee acknowledges and in consideration recognizes the highly competitive nature of the Company’s entering into this Employment Agreement and the payments to be made and benefits to be provided by the Company hereunder, and in further consideration of the Executive’s exposure to the Confidential Information business of the Company and its affiliates, the Executive accordingly agrees that the Executive shall not, during the Executive’s employment with while Grantee is an employee of the Company and for the [one year for VPs/6 months for Directors/3 months for managers] period following termination of such relationship for any reason (whether during the Term voluntary or thereafterinvoluntary) and for a period of twelve (12) months thereafter (the “Restriction Restricted Period”), directly the Grantee shall not, as an employee, independent contractor, consultant, or indirectlyin any other form, prepare to provide or provide any of the same or similar services that Grantee performed during his/her employment with (or service to) Company for any other individual, partnership, limited liability company, corporation, independent practice association, management services organization, or any other entity (collectively, “Person”) that competes in any way with the area of business of the Company, or any of its subsidiaries or affiliates, in which Grantee worked and/or performed services. For purposes of the above, preparing to provide any of the same or similar services includes, but is not limited to, planning with any Person on how best to compete with Company or any of its subsidiaries or affiliates, or discussing Company’s, or any of its subsidiaries’ or affiliates’ business plans or strategies with any Person. The Grantee further agrees that during Restricted Period, Grantee shall not own, manage, control, operate, joininvest in, control, be employed byacquire an interest in, or participate in the ownershipotherwise engage in, management, operation or control ofact for, or be connected in any manner with, including, without limitation, holding any position as a stockholder, director, officer, consultant, independent contractor, employee, partner, or investor in, any Restricted Enterprise (as defined below); provided, that in no event shall ownership of one percent (1%) or less of the outstanding securities act on behalf of any class of any issuer whose securities are registered under the Securities Exchange Act of 1934, as amended, standing alone, be prohibited by this Section 4.2, so long as the Executive does not have, or exercise, any rights to manage or operate the business of such issuer Person (other than rights as a stockholder thereof. For purposes of this paragraph, “Restricted Enterprise” shall mean any Person that is actively Company and its subsidiaries and affiliates) engaged in any business which activity that Grantee was responsible for during Grantee’s employment with Company where such activity is either (i) in competition similar to or competitive with the activities carried on by Company or any of its subsidiaries or affiliates. The Grantee acknowledges that during the Restricted Period, the Grantee may be exposed to confidential information and/or trade secrets relating to business areas of the Company or any of its Subsidiaries conducted during subsidiaries or affiliates that are different from and in addition to the preceding twelve areas in which Grantee primarily works for Company (12) months (or following the Executive’s termination “Additional Protected Areas of employmentBusiness”). As a result, the twelve (12Grantee agrees he/she shall not own, manage, control, operate, invest in, acquire an interest in, or otherwise act for, act on behalf, or provide the same or similar services to, any Person that engages in the Additional Protected Areas of Business. The Grantee acknowledges and agrees that the geographical limitations and duration of this covenant not to compete are reasonable. To the extent that the provisions of this Section 10(a) months preceding conflict with any other agreement signed by Grantee relating to non-competition, the date of termination provisions that are most protective of the Executive’s employment with the Company) or (ii) proposed to be conducted by the Company or ’s, and any of its Subsidiaries in the Company’s business plan as in effect at that time (subsidiaries’ or following the Executive’s termination of employmentaffiliates’, the business plan as in effect as of the date of termination of the Executive’s employment with the Company); provided, that (x) with respect to any Person that is actively engaged in the refinery business, a Restricted Enterprise interests shall only include such a Person that operates or markets in any geographic area in which the Company or any of its Subsidiaries operates or markets with respect to its refinery business and (y) with respect to any Person that is actively engaged in the fertilizer business, a Restricted Enterprise shall only include such a Person that operates or markets in any geographic area in which the Company or any of its Subsidiaries operates or markets with respect to its fertilizer business. During the Restriction Period, upon request of the Company, the Executive shall notify the Company of the Executive’s then-current employment status. For the avoidance of doubt, a Restricted Enterprise shall not include any Person or division thereof that is engaged in the business of supplying (but not refining) crude oil or natural gasgovern.

Non-Competition. By (a) For a period four years after the Closing (the "Restricted Period"), no Stockholder (other than Advance Capital Partners, L.P. and in consideration Advance Capital Offshore Partners, L.P. (collectively, "Advance Capital"), it being expressly agreed that the provisions of this Section 4.05 shall not apply to Advance Capital) shall engage (other than on behalf of the Company’s entering into this Employment Agreement and the payments to be made and benefits to be provided by Surviving Corporation or the Company hereunder, and in further consideration of the Executive’s exposure to the Confidential Information of the Company and its affiliates, the Executive agrees that the Executive shall not, during the Executive’s employment with the Company (whether during the Term or thereafter) and for a period of twelve (12) months thereafter (the “Restriction Period”their respective subsidiaries), directly or indirectly, ownin the Tax and Accounting Software Business (as defined below) anywhere in the world or, without the prior written consent of Parent, directly or indirectly, own an interest in, manage, operate, join, control, be employed by, lend money or render financial or other assistance (other than customary professional courtesies afforded to members of the business community) to or participate in the ownership, management, operation or control of, or be connected in any manner with, including, without limitation, holding any position as a stockholder, director, an officer, consultant, independent contractor, employee, partner, stockholder, consultant, advisor or investor inother similar capacity, any Restricted Enterprise person (as defined below)other than the Surviving Corporation or the Company or their respective subsidiaries) that engages in the Tax and Accounting Software Business; provided, that in no event shall however, that, for the purposes of this Section 4.05, ownership of one securities having no more than five percent (1%) or less of the outstanding securities voting power of any class competitor which are listed on any national securities exchange or traded actively in the national over-the-counter market shall not be deemed to be in violation of any issuer whose securities are registered under the Securities Exchange Act of 1934, as amended, standing alone, be prohibited by this Section 4.2, 4.05 so long as the Executive does person owning such securities has no other connection or relationship with such competitor that would not havebe permitted hereby. For purposes hereof, or exercise, any rights to manage or operate "Tax and Accounting Software Business" means (x) the business of such issuer other than rights as a stockholder thereof. For purposes of this paragraphdeveloping, “Restricted Enterprise” shall mean any Person that is actively engaged in any business which is either designing, publishing, marketing and distributing (i) in competition with tax compliance software and services for tax and accounting professionals within corporations, banks, government agencies and accounting firms; (ii) accounting and practice management software and services marketed primarily to accounting firms; and (iii) other tax and accounting software products and services which are under development by the Company as of the Closing; and (y) the business of the Company or any of its Subsidiaries conducted during the preceding twelve (12) months (or following the Executive’s termination of employmentCompany's Rent Roll, the twelve (12) months preceding the date of termination of the Executive’s employment with the Company) or (ii) proposed to be conducted by the Company or any of its Subsidiaries in the Company’s business plan as in effect at that time (or following the Executive’s termination of employment, the business plan as in effect Inc. subsidiary as of the date of termination of the Executive’s employment with the Company); provided, that (x) with respect to any Person that is actively engaged in the refinery business, a Restricted Enterprise shall only include such a Person that operates or markets in any geographic area in which the Company or any of its Subsidiaries operates or markets with respect to its refinery business and (y) with respect to any Person that is actively engaged in the fertilizer business, a Restricted Enterprise shall only include such a Person that operates or markets in any geographic area in which the Company or any of its Subsidiaries operates or markets with respect to its fertilizer business. During the Restriction Period, upon request of the Company, the Executive shall notify the Company of the Executive’s then-current employment status. For the avoidance of doubt, a Restricted Enterprise shall not include any Person or division thereof that is engaged in the business of supplying (but not refining) crude oil or natural gasClosing.

Non-Competition. By During the period (the “Restricted Period”) commencing on the Separation Date and in consideration ending on the first anniversary of the Company’s entering into this Employment Agreement and the payments to be made and benefits to be provided by the Company hereunder, and in further consideration of the Executive’s exposure to the Confidential Information of the Company and its affiliatesSeparation Date, the Executive agrees that the Departing Executive shall not, during (i) within ten (10) miles of any location in which, as of the Executive’s employment with Separation Date, the Company (whether during the Term or thereafter) and for a period of twelve (12) months thereafter (the “Restriction Period”)owns Assets, directly or indirectly, own, manage, operate, join, control, be employed by, or participate in the ownership, management, operation or control ofof any Business, or be connected in any manner with, including, without limitation, holding any position as a stockholder, director, officer, consultant, independent contractor, employee, partner, or investor in, any Restricted Enterprise (as defined below); provided, provided that in no event shall the Departing Executive’s ownership of one securities of two percent (12%) or less of the outstanding securities of any class of securities of a public company shall not, by itself, be considered to be competition with the Company or any issuer whose Affiliate; (ii) acquire, offer to acquire, or agree to acquire, directly or indirectly, or through his affiliate, by purchase or otherwise, voting securities or direct or indirect right to acquire voting securities of the Company, that, together with any Company securities then beneficially owned by Departing Executive on the relevant date, or issuable upon Departing Executive’s exercise of equity awards outstanding, would result in the aggregate beneficial ownership of him, or of any entity that he directly or indirectly, owns, manages, operates, or controls, or in which Departing Executive participates in the ownership, management, operation or control, to equal 5% or more of the Company’s voting securities; (iii) make or in any way participate, directly or indirectly, in any “solicitation” of “proxies” to vote (as such terms are registered under used in the rules and regulations of the Securities and Exchange Commission), or seek to advise or influence any person or entity with respect to the voting of any voting securities of the Company; (iv) make any public announcement with respect to, or submit a proposal for, or offer of (with or without conditions) any extraordinary transaction involving the Company or any of its securities or assets; or (v) form, join or in any way participate in a “group” as defined in Section 13(d)(3) of the Securities Exchange Act of 1934, as amended, standing alone, be prohibited by this Section 4.2, so long as in connection with any of the Executive does not have, or exercise, any rights to manage or operate the business of such issuer other than rights as a stockholder thereofforegoing actions. For purposes of this paragraphSeparation Agreement, “Restricted EnterpriseBusiness” shall mean any Person that is actively engaged in any business which is either (i) in competition with the business ownership of the Company or any of its Subsidiaries conducted during the preceding twelve (12) months (or following the Executive’s termination of employmentoil and/or gas assets, the twelve (12) months preceding the date of termination of the Executive’s employment with the Company) or (ii) proposed to be conducted by the Company or any of its Subsidiaries in and “Assets” means the Company’s business plan as in effect at that time (or following the Executive’s termination of employment, the business plan as in effect as of the date of termination of the Executive’s employment with the Company); provided, that (x) with respect to any Person that is actively engaged in the refinery business, a Restricted Enterprise shall only include such a Person that operates or markets in any geographic area in which the Company or any of its Subsidiaries operates or markets with respect to its refinery business and (y) with respect to any Person that is actively engaged in the fertilizer business, a Restricted Enterprise shall only include such a Person that operates or markets in any geographic area in which the Company or any of its Subsidiaries operates or markets with respect to its fertilizer business. During the Restriction Period, upon request of the Company, the Executive shall notify the Company of the Executive’s then-current employment status. For the avoidance of doubt, a Restricted Enterprise shall not include any Person or division thereof that is engaged in the business of supplying (but not refining) crude oil or natural gasand/or gas assets.

Non-Competition. By and in consideration of At all times while the Company’s entering into this Employment Agreement and the payments to be made and benefits to be provided Executive is employed by the Company hereunder, and in further consideration for a period of: (i) two (2) years after any termination of the Executive’s exposure to employment for Cause or the Confidential Information Executive’s termination of his employment without Good Reason; (ii) the lesser of one (1) year or the remainder of the Term after any termination of the Executive’s employment by the Company without Cause or the Executive’s termination for Good Reason; and its affiliates(iii) one (1) year following the non-renewal of this Agreement or any termination pursuant to Section 5, the Executive agrees that the Executive shall not, during the Executive’s employment with the Company (whether during the Term or thereafter) and for a period of twelve (12) months thereafter (the “Restriction Period”), directly or indirectly, own, manage, operate, join, control, be employed by, engage in or participate in the ownership, management, operation or control of, or be connected have any interest in any manner withperson (whether as an employee, including, without limitation, holding any position as a stockholderofficer, director, officer, consultant, independent contractor, employee, partner, agent, security holder, creditor, consultant or investor in, otherwise) that directly or indirectly (or through any Restricted Enterprise affiliated entity) competes with the Company’s Business (as defined below); provided, provided that in no event such provision shall not apply to the Executive’s ownership of one percent (1%) or less securities of the outstanding Company or the acquisition by the Executive, solely as an investment, of securities of any class of any issuer whose securities are that is registered under Section 12(b) or 12(g) of the Securities Exchange Act of 1934, as amendedamended and that are listed or admitted for trading on any United States national securities exchange or that are quoted on the National Association of Securities Dealers Automated Quotations System, standing alone, be prohibited by this Section 4.2or any similar system or automated dissemination of quotations of securities prices in common use, so long as the Executive does not havecontrol, acquire a controlling interest in or exercisebecome a member of a group which exercises direct or indirect control of, more than five percent of any rights to manage or operate the business class of capital stock of such issuer other than rights as a stockholder thereofissuer. For purposes of this paragraphSection 6.1, the term “Restricted EnterpriseBusiness” shall mean the Business and any Person that other business in which the Company is actively engaged in any business which is either (i) in competition with prior to the business delivery of a notice of termination by the Company or any of its Subsidiaries conducted during the preceding twelve (12) months (or following Executive hereunder and which business the Executive’s termination of employment, the twelve (12) months preceding Company is engaged at the date of termination of the Executive’s employment with the Company) or (ii) proposed to be conducted by the Company or any of its Subsidiaries in the Company’s business plan as in effect at that time (or following the Executive’s termination of employment, the business plan as in effect as of the date of termination of the Executive’s employment with the Company); provided, that (x) with respect to any Person that is actively engaged in the refinery business, a Restricted Enterprise shall only include such a Person that operates or markets in any geographic area in which the Company or any of its Subsidiaries operates or markets with respect to its refinery business and (y) with respect to any Person that is actively engaged in the fertilizer business, a Restricted Enterprise shall only include such a Person that operates or markets in any geographic area in which the Company or any of its Subsidiaries operates or markets with respect to its fertilizer business. During the Restriction Period, upon request of the Company, the Executive shall notify the Company of the Executive’s then-current employment status. For the avoidance of doubt, a Restricted Enterprise shall not include any Person or division thereof that is engaged in the business of supplying (but not refining) crude oil or natural gas.

Non-Competition. By and in consideration of the Company’s entering into this Employment Agreement and the payments to be made and benefits to be provided by the Company hereunder, and in further consideration of the Executive’s exposure to the Confidential Information of the Company and its affiliates, While the Executive agrees that the Executive shall not, during the Executive’s employment with the Company (whether during the Term or thereafter) is employed and for a period of twelve (12) months thereafter (the “Restriction Period”), directly or indirectly, own, manage, operate, join, control, be employed by, or participate in the ownership, management, operation or control of, or be connected in any manner with, including, without limitation, holding any position as a stockholder, director, officer, consultant, independent contractor, employee, partner, or investor in, any Restricted Enterprise (as defined below); provided, that in no event shall ownership of one percent (1%) or less of the outstanding securities of any class of any issuer whose securities are registered under the Securities Exchange Act of 1934, as amended, standing alone, be prohibited by this Section 4.2, so long as the Executive does not have, or exercise, any rights to manage or operate the business of such issuer other than rights as a stockholder thereof. For purposes of this paragraph, “Restricted Enterprise” shall mean any Person that is actively engaged in any business which is either (i) in competition with the business of the Company or any of its Subsidiaries conducted during the preceding twelve (12) months (or following the Executive’s termination of employment, the twelve (12) months preceding the date of termination of the Executive’s employment with equal to the Non-Competition Restricted Period (as defined below), the Executive shall not, whether individually as a director, manager, member, stockholder, partner, owner, employee, consultant or agent of any business, or in any other capacity, other than on behalf of the Company) or (ii) proposed , organize, establish, own, operate, manage, control, engage in, participate in, invest in, permit his name to be used by, act as a consultant or advisor to, render services for (alone or in association with any person, firm, corporation or business organization), or otherwise assist any person or entity that engages in or owns, invests in, operates, manages or controls any venture or enterprise which engages or proposes to engage in any business conducted by the Company or any its subsidiaries (x) on the date of its Subsidiaries in the Company’s business plan as in effect at that time (or following the Executive’s termination of employmentemployment (including, without limitation, any business which the business plan Company or its subsidiaries has specific plans to conduct in the future and as in effect as of to which the date of termination of Executive is aware) or (y) within twelve (12) months prior to the Executive’s termination of employment with the Company); provided, that (x) with respect to any Person that is actively engaged in each case, in the refinery business, a Restricted Enterprise shall only include such a Person that operates or markets in any geographic area in which locations where the Company or any of its Subsidiaries operates subsidiaries engage or markets with respect propose to its refinery engage in such business and (y) with respect to any Person that is actively engaged in the fertilizer business, a Restricted Enterprise shall only include such a Person that operates or markets in any geographic area in which “Competitive Business”). Notwithstanding the Company or any of its Subsidiaries operates or markets with respect to its fertilizer business. During the Restriction Period, upon request of the Companyforegoing, the Executive shall notify the Company may, directly or indirectly own, solely as an investment, securities of the Executive’s then-current employment status. For the avoidance of doubtany firm, a Restricted Enterprise shall not include any Person partnership, joint venture, association, corporation or division thereof that is other business organization, entity or enterprise engaged in the business of supplying the Company which are publicly traded on a national or regional stock exchange or on the over-the-counter market if the Executive is not a controlling person of, or a member of a group which controls, such entity and does not directly or indirectly own 5% or more of any class of securities of such entity. Should any provision of this Section 5.2 conflict with the provisions of any other written agreement between the Company and the Executive, this Section 5.2 shall govern. For the purposes of this Employment Agreement, the term Non-Competition Restricted Period shall mean (but not refiningx) crude oil the period the Executive is entitled to receive payments or natural gasbenefits pursuant to Section 4.4 hereof, if the Executive’s employment terminates without Cause or if the Executive terminates his employment for Good Reason and (y) a period of one year if the executive’s employment hereunder terminates for any other reason.

Non-Competition. By and in consideration of During the Company’s entering into this Employment Agreement and the payments to be made and benefits to be provided by the Company hereunderRestricted Period, and in further consideration of the Executive’s exposure to the Confidential Information of the Company and its affiliates, the Executive agrees that the Executive shall not, during without the ExecutiveCompany’s employment prior written consent, whether individually, as a director, manager, member, stockholder, partner, owner, employee, consultant or agent of any business, or in any other capacity, other than on behalf of a Protected Party, organize, establish, own, operate, manage, control, engage in, participate in, invest in, permit his name to be used by, act as a consultant or advisor to, render services for (alone or in association with any person, firm, corporation or business organization), or otherwise engage in the Company (whether during the Term business of providing financial products or thereafter) and for a period of twelve (12) months thereafter services to Xxxx-Xxxxxxx employee benefit plans, labor unions, employee benefit plans associated with labor unions in any manner, or other entities associated or affiliated with labor unions (the “Restriction PeriodBusiness”). Notwithstanding the foregoing, nothing in this Agreement shall prevent the Executive from (a) owning for passive investment purposes not intended to circumvent this Agreement, less than 1 percent (1%) of the publicly traded common equity securities of any company engaged in the Business (so long as the Executive has no power to manage, operate, advise, consult with or control the competing enterprise and no power, alone or in conjunction with other affiliated parties, to select a director, manager, general partner, or similar governing official of the competing enterprise other than in connection with the normal and customary voting powers afforded the Executive in connection with any permissible equity ownership) or (b) being employed by or otherwise associated with (including as a director) an organization or entity of which a subsidiary, division, segment, unit, etc. is engaged in the Business (a “Competing Division”), including in a position to which employees of the Competing Division report, directly or indirectly, own, manage, operate, join, control, be employed by, or participate in the ownership, management, operation or control of, or be connected in any manner with, including, without limitation, holding any position as a stockholder, director, officer, consultant, independent contractor, employee, partner, or investor in, any Restricted Enterprise (as defined below); provided, provided that in no event shall ownership of one percent (1%) or less of the outstanding securities of any class of any issuer whose securities are registered under the Securities Exchange Act of 1934, as amended, standing alone, be prohibited by this Section 4.2, so long as the Executive does not have, or exercise, any rights to manage or operate has no direct responsibilities with such Competing Division other than having general responsibility for the business operation of such issuer other than rights as a stockholder thereof. For purposes of this paragraph, “Restricted Enterprise” shall mean any Person that is actively engaged in any business which is either (i) in competition with the business of the Company or any of its Subsidiaries conducted during the preceding twelve (12) months (or following the Executive’s termination of employment, the twelve (12) months preceding the date of termination of the Executive’s employment with the Company) or (ii) proposed to be conducted by the Company or any of its Subsidiaries in the Company’s business plan as in effect at that time (or following the Executive’s termination of employment, the business plan as in effect as of the date of termination of the Executive’s employment with the Company); provided, that (x) with respect to any Person that is actively engaged in the refinery business, a Restricted Enterprise shall only include such a Person that operates or markets in any geographic area in which the Company or any of its Subsidiaries operates or markets with respect to its refinery business and (y) with respect to any Person that is actively engaged in the fertilizer business, a Restricted Enterprise shall only include such a Person that operates or markets in any geographic area in which the Company or any of its Subsidiaries operates or markets with respect to its fertilizer business. During the Restriction Period, upon request of the Company, the Executive shall notify the Company of the Executive’s then-current employment statusCompeting Division. For the avoidance of doubt, the Executive may be an officer of a Restricted Enterprise shall not include any Person bank or division thereof investment advisor or a union or related organization that is engaged engages in the business of supplying (but Business, provided that the Executive is not refining) crude oil directly employed in, or natural gasworking in, the Competing Division.

Non-Competition. By and in consideration of During the Company’s entering into this Employment Agreement and the payments to be made and benefits to be provided by the Company hereunderNon-competition Period, and in further consideration of the Executive’s exposure to the Confidential Information Executive shall not (except as an officer, director, employee, agent or consultant of the Company and or any of its affiliates, the Executive agrees that the Executive shall not, during the Executive’s employment with the Company (whether during the Term or thereafterAffiliates) and for a period of twelve (12) months thereafter (the “Restriction Period”), directly or indirectly, own, manage, operate, join, controlor have a financial interest in, be employed by, control or participate in the ownership, management, operation or control of, or be employed as an employee, agent or consultant, or in any other individual or representative capacity whatsoever, or use or permit her name to be used in connection with, or be otherwise connected in any manner with, including, without limitation, holding any position as a stockholder, director, officer, consultant, independent contractor, employee, partner, or investor in, any Restricted Enterprise (as defined below); provided, that in no event shall ownership of one percent (1%) or less of the outstanding securities of any class of any issuer whose securities are registered under the Securities Exchange Act of 1934, as amended, standing alone, be prohibited by this Section 4.2, so long as the Executive does not have, or exercise, any rights to manage or operate the business of such issuer other than rights as a stockholder thereof. For purposes of this paragraph, “Restricted Enterprise” shall mean any Person that is actively engaged in with any business or enterprise, wherever located, which is either (i) in competition similar to or competitive with the business of the Company carried on or any of its Subsidiaries conducted during the preceding twelve (12) months (or following the Executive’s termination of employment, the twelve (12) months preceding the date of termination of the Executive’s employment with the Company) or (ii) proposed to be conducted planned by the Company or any of its Subsidiaries Affiliates at any time during the one year immediately preceding the termination of the Employment Period, unless Executive shall have obtained the prior written consent of the Board; provided, however, that the foregoing restriction shall not be construed to prohibit the ownership by Executive of not more than two percent (2%) of any class of securities of any corporation which is engaged in any of the foregoing businesses, having a class of securities registered pursuant to Sections 12(b) or 12(g) of the 1934 Act, which securities are publicly owned and regularly traded on any national securities exchange or in the Company’s over-the-counter market; provided further, that such ownership represents a passive investment and that neither Executive nor any group of persons including Executive in any way, either directly or indirectly, manages or exercises control of any such corporation, guarantees any of its financial obligations, otherwise takes part in its business plan other than exercising her rights as in effect at that time (a stockholder, or seeks to do any of the foregoing. Upon the written request of Executive following the Executive’s termination of employmentthe Employment Period, the business plan as in effect as Company shall provide a list of businesses or enterprises that at the date time of termination of the Executive’s employment with Employment Period or during the Company); providedpreceding one year, that (x) with respect to any Person that is actively engaged in the refinery business, a Restricted Enterprise shall only include such a Person that operates or markets in any geographic area in which have been planned by the Company or any of its Subsidiaries operates Affiliates. For purposes of this Agreement, the Non-competition Period shall mean (i) the Employment Period, (ii) one year following termination of the Employment Period if terminated by the Company for Cause or markets by Executive other than for Good Reason; and (iii) any period during which Executive is receiving Termination Payments as a result of the Company's termination of the Employment Period other than for Cause or Executive's termination of the Employment Period for Good Reason. In the event that the Company terminates the Employment Period other than for Cause, or if Executive terminates the Employment Period for Good Reason, Executive may elect at any time after such termination, by ten (10) days advance written notice to the Company, to terminate the Non-Competition Period. On and after such election, the Company shall have no further obligation to make any Termination Payments, except for such amounts as shall have been accrued prior to the date of such election. Such election shall not effect any of the rights of the Company with respect to its refinery business and (y) with respect the Non-Competition Period occurring prior to any Person that is actively engaged in such election. Notwithstanding anything contained herein to the fertilizer businesscontrary, a Restricted Enterprise Executive shall only include such a Person that operates or markets in any geographic area in which the Company or any of its Subsidiaries operates or markets with respect to its fertilizer business. During the Restriction Period, upon request be relieved of the Company, the Executive shall notify the Company provisions of this Section 8 upon termination of the Employment Period (other than by reason of termination for Cause, without Cause or for Good Reason) as a result of non-renewal, whether at the Company's or Executive’s then-current employment status. For the avoidance of doubt, a Restricted Enterprise shall not include any Person or division thereof that is engaged in the business of supplying (but not refining) crude oil or natural gas's election.

Non-Competition. By and in consideration of the Company’s entering into this Employment Agreement and the payments to be made and benefits to be provided by the Company hereunder, and in further consideration of the Executive’s exposure to the Confidential Information of the Company and its affiliatesAffiliates, the Executive agrees that the Executive shall not, during the Executive’s employment with the Company (whether during the Term or thereafter) and for a period of twelve six (126) months thereafter (the “Restriction Period”), directly or indirectly, own, manage, operate, join, control, be employed by, or participate in the ownership, management, operation or control of, or be connected in any manner with, including, without limitation, holding any position as a principal, agent, owner, stockholder, director, officer, consultant, advisor, independent contractor, employee, partner, or investor in, any Restricted Enterprise (as defined below), or otherwise howsoever own, operate, carry on or engage in the operation of or otherwise work for or assist the operation of, or have any financial interest in or provide, directly or indirectly, financial assistance to or lend money to or guarantee the debts or obligations of any Person carrying on or engaged in any Restricted Enterprise; provided, that in no event shall ownership of one percent (1%) or less of the outstanding securities of any class of any issuer whose securities are registered under the Securities Exchange Act of 1934, as amendedamended (the “Exchange Act”), standing alone, be prohibited by this Section 4.2, so long as the Executive does not have, or exercise, any rights to manage or operate the business of such issuer other than rights as a stockholder thereof. For purposes of this paragraph, “Restricted Enterprise” shall mean any Person that is actively engaged in any business which is either (i) in competition with the business of the Company or any of its Subsidiaries conducted during the preceding twelve (12) months (or following the Executive’s termination of employmentAffiliates, the twelve (12) months preceding the date of termination of the Executive’s employment with the Company) or (ii) proposed to be conducted by the Company or any of its Subsidiaries Affiliates in the Company’s or its Affiliate’s business plan as in effect at that time (or following the Executive’s termination of employmentTerm, the business plan as in effect as of the date of termination last day of the Executive’s employment with the CompanyTerm); provided, that (x) with respect to any Person that is actively engaged in the refinery business, a Restricted Enterprise shall only include such a Person that operates or markets in any geographic area in which the Company or any of its Subsidiaries operates or markets with respect to its refinery business and (y) with respect to any Person that is actively engaged in the fertilizer business, a Restricted Enterprise shall only include such a Person that operates or markets in any geographic area in which the Company or any of its Subsidiaries operates or markets with respect to its fertilizer business. During the Restriction Period, upon request of the Company, the Executive shall notify the Company of the Executive’s then-current employment status. For the avoidance of doubt, a Restricted Enterprise shall not include any Person or division thereof that is engaged in the business of supplying (but not refining) crude oil or natural gas.

Non-Competition. By and in consideration of the Company’s entering into this Employment Agreement and the payments to be made and benefits to be provided by the Company hereunder, and in further consideration of the Executive’s exposure to the Confidential Information of the Company and its affiliates, the The Executive hereby agrees that the Executive shall notthat, during the Executive’s employment with the Company (whether during the Term or thereafter) and for a period of twelve eighteen (1218) months thereafter (following the “Restriction Period”)termination of his employment under this Agreement, he will not, directly or indirectlyindirectly and in any way, (a) own, manage, operate, join, control, be employed by, participate in, or participate be connected in any manner with the ownership, management, operation or control of, or be connected in any manner with, including, without limitation, holding any position as a stockholder, director, officer, consultant, independent contractor, employee, partner, or investor in, any Restricted Enterprise (as defined below); provided, that in no event shall ownership of one percent (1%) or less of the outstanding securities of any class of any issuer whose securities are registered under the Securities Exchange Act of 1934, as amended, standing alone, be prohibited by this Section 4.2, so long as the Executive does not have, or exercise, any rights to manage or operate the business of such issuer other than rights as a stockholder thereof. For purposes of this paragraph, “Restricted Enterprise” shall mean any Person that is actively engaged in any business which is either (i) in competition competing with the business of the Company, (b) interfere with, solicit on behalf of another or attempt to entice away from the Company (or any affiliate or subsidiary of its Subsidiaries conducted during the preceding twelve Company) (12i) months any project, financing or customer that the Company (or following any affiliate or subsidiary of the Executive’s termination Company) has under contract (including unfulfilled purchase orders), or any letter of employmentsupply or other supplier contract or arrangement entered into by the 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 Company (or any affiliate or subsidiary of the Company) is actively negotiating with any other party, or (iii) any prospective business opportunity that the Company (or any affiliate or subsidiary of the Company) has identified, or (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, firm or other entity, the twelve (12employees of which the Company.(or any affiliate or subsidiary of the Company) months preceding has agreed not to hire or endeavor to hire. The effective time of the date limitations imposed by this Section 13 shall be extended for the period of termination 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 employment with 's knowledge of the Company) or (ii) proposed to be conducted by the Company or any of its Subsidiaries 's business, in the Company’s business plan as in effect at that time (or following the Executive’s termination of employment, the business plan as in effect as of the date of termination event of the Executive’s employment with 's actual or threatened breach of the Company); providedprovisions 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 (x) with respect the provisions of this Section 13 are necessary and reasonable to any Person that is actively engaged protect the Company in the refinery conduct of its business. If any restriction contained in this Section 13 shall be deemed to be invalid or unenforceable by reason of the extent, a Restricted Enterprise shall only include such a Person that operates or markets in any duration of geographic area in which scope thereof, then the Company or any shall have the right to reduce such extent, duration, geographic scope of its Subsidiaries operates or markets with respect to its refinery business other provisions thereof, and (y) with respect to any Person that is actively engaged in their reduced form such restrictions shall then be enforceable in the fertilizer business, a Restricted Enterprise shall only include such a Person that operates or markets in any geographic area in which the Company or any of its Subsidiaries operates or markets with respect to its fertilizer business. During the Restriction Period, upon request of the Company, the Executive shall notify the Company of the Executive’s then-current employment status. For the avoidance of doubt, a Restricted Enterprise shall not include any Person or division thereof that is engaged in the business of supplying (but not refining) crude oil or natural gasmanner contemplated hereby.

Non-Competition. By and in consideration of the Company’s entering into this Employment Agreement and the payments to be made and benefits to be provided While employed by the Company hereunder, and in further consideration for a period of two years following the later of the Executive’s exposure to the Confidential Information of the Company and its affiliatesdate his employment is terminated hereunder or, if applicable, the Executive agrees that Severance Date (the "Restricted Period"), the Executive shall not, during the Executive’s employment with the Company directly or indirectly (whether during the Term or thereafter) and for a period of twelve (12) months thereafter (the “Restriction Period”)as owner, directly or indirectlyprincipal, ownagent, manage, operate, join, control, be employed by, or participate in the ownership, management, operation or control of, or be connected in any manner with, including, without limitation, holding any position as a stockholder, director, officer, consultant, independent contractorshareholder, employee, partner, lender, venturer with or investor inconsultant to any person, firm, partnership, corporation, limited liability company or other entity), whether or not compensation is received, engage or participate in any Restricted Enterprise (as defined below)activity for any business or entity which is or plans to engage in the marketing and sale of any products or services which are under active development or are marketed or sold by the Company, SmartDisk, and/or their respective subsidiaries and affiliates during the term of this Agreement anywhere in the United States; provided, however, that nothing herein shall be deemed to prevent the Executive from acquiring through market purchases and owning, solely as an investment, less than three percent in no event shall ownership of one percent (1%) or less the aggregate of the outstanding equity securities of any class of any issuer whose securities shares are registered under ss.12(b) or 12(g) of the Securities Exchange Act of 1934, as amended, standing aloneand are listed or admitted for trading on any United States national securities exchange or are quoted on the National Association of Securities Dealers Automated Quotations System, be prohibited by this Section 4.2or any similar system of automated dissemination of quotations of securities prices in common use, so long as the Executive does not have, is neither involved in the management or exercise, any rights to manage or operate conduct of the business affairs of such issuer other than rights as nor a stockholder thereofmember of any "control group" (within the meaning of the rules and regulations of the United States Securities and Exchange Commission) of any such issuer. For purposes Notwithstanding the foregoing, in the event that the Executive's employment hereunder is terminated pursuant to Section 5.4 or Section 5.5, the Restricted Period shall terminate on the later of (a) one year after the date Executive's employment is terminated or (b) two years from the date of execution of this paragraphAgreement. The Executive acknowledges and agrees that the covenants provided for in this Section 6.1 are reasonable and necessary in terms of time, “Restricted Enterprise” shall mean any Person area and line of business to protect the Company's and SmartDisk's "Trade Secrets" (as hereinafter defined). The Executive further acknowledges and agrees that is actively engaged such covenants are reasonable and necessary in any terms of time, area and line of business to protect the Company's and SmartDisk's legitimate business interests, which is either include their interests in protecting the Company's and SmartDisk's (i) in competition valuable confidential business information, (ii) substantial relationships with customers throughout the United States, and (iii) customer goodwill associated with the ongoing business of the Company or any of its Subsidiaries conducted during and SmartDisk. The Executive expressly authorizes the preceding twelve (12) months (or following the Executive’s termination of employment, the twelve (12) months preceding the date of termination enforcement of the Executive’s employment with covenants provided for in this Section 6.1 by (A) SmartDisk and its subsidiaries, (B) SmartDisk's and the Company's permitted assigns, and (C) or (ii) proposed any successors to SmartDisk's and the Company's business. To the extent that the covenant provided for in this Section 6.1 may later be deemed by a court to be conducted by the Company too broad to be enforced with respect to its duration or any of its Subsidiaries in the Company’s business plan as in effect at that time (or following the Executive’s termination of employment, the business plan as in effect as of the date of termination of the Executive’s employment with the Company); provided, that (x) with respect to any Person that is actively engaged in particular activity or geographic area, the refinery business, a Restricted Enterprise court making such determination shall only include such a Person that operates have the power to reduce the duration or markets in any geographic area in which the Company or any of its Subsidiaries operates or markets with respect to its refinery business and (y) with respect to any Person that is actively engaged in the fertilizer business, a Restricted Enterprise shall only include such a Person that operates or markets in any geographic area in which the Company or any of its Subsidiaries operates or markets with respect to its fertilizer business. During the Restriction Period, upon request scope of the Companyprovision, and to add or delete specific words or phrases to or from the Executive provision. The provision as modified shall notify the Company of the Executive’s then-current employment status. For the avoidance of doubt, a Restricted Enterprise shall not include any Person or division thereof that is engaged in the business of supplying (but not refining) crude oil or natural gasthen be enforced.

Non-Competition. By During the Restricted Period and in consideration of the Company’s entering into this Employment Agreement Restricted Area, Employee will not engage in or carry on, directly or indirectly, a business similar to and competitive with the payments to be made and benefits to be provided by the Company hereunder, and in further consideration of the Executive’s exposure to the Confidential Information business of the Company or any other member of the Company Group for which Executive performs services, including any business engaged in: (i) well construction, well intervention integrity, subsea well access, well flow management and its affiliatesproduction solutions similar to those divisions of the Company Group that engage in such activities, (ii) the business conducted by any other Company Group divisions in operation during the Employment Term for which Executive agrees that has direct or indirect responsibility, and (iii) any other business involving the Executive shall notCompany Group’s current and planned (future) business, bids, projects, contracts, and Company Relationships (the “Competing Business”). Accordingly, during the Executive’s employment with Restricted Period and in the Company (whether during the Term or thereafter) and for a period of twelve (12) months thereafter (the “Restriction Period”)Restricted Area, Employee will not, directly or indirectly, own, manage, operate, join, become employed or engaged by, partner in, control, participate in, be employed byconnected with, loan money or sell or lease equipment or property to, or participate in otherwise be affiliated with any Competing Business. For further clarity, Competing Business shall include the ownershipdesign, managementsales, operation or control ofmarketing, fabrication, installation, provision, rental, repair, or be connected in any manner withmanufacturing of products or services similar to or functionally equivalent to those designed, includingsold, without limitationinstalled, holding any position as a stockholderrepaired, directorfabricated, officermanufactured, consultantproduced, independent contractor, employee, partner, or investor in, any Restricted Enterprise (as defined below); provided, that in no event shall ownership of one percent (1%) rented, marketed or licensed by the Company. The foregoing notwithstanding, Employee may own less than 2% of the outstanding securities stock of any class for a Competing Business which sells its stock on a national securities exchange and if Employee is not involved in the management of any issuer whose securities are registered under the Securities Exchange Act of 1934such Competing Business. Further, Competing Business and Restricted Area, as amendeddefined above, standing aloneshall not include any geographic areas, be prohibited by this Section 4.2, so long as the Executive does not haveservices, or exercise, any rights to manage or operate the business of such issuer other than rights as a stockholder thereof. For purposes of this paragraph, “Restricted Enterprise” shall mean any Person that is actively engaged in any business which is either (i) in competition with the business products of the Company in which Employee had no responsibility, no involvement, and about which he/she had no access to Confidential Information or any of its Subsidiaries conducted Company Relationships during the preceding twelve (12) last 12 months (or following the Executive’s termination of employment, the twelve (12) months preceding the date of termination of the ExecutiveEmployee’s employment with the Company) or (ii) proposed to be conducted by the Company or any of its Subsidiaries in the Company’s business plan as in effect at that time (or following the Executive’s termination of employment, the business plan as in effect as of the date of termination of the Executive’s employment with the Company); provided, that (x) with respect to any Person that is actively engaged in the refinery business, a Restricted Enterprise shall only include such a Person that operates or markets in any geographic area in which the Company or any of its Subsidiaries operates or markets with respect to its refinery business and (y) with respect to any Person that is actively engaged in the fertilizer business, a Restricted Enterprise shall only include such a Person that operates or markets in any geographic area in which the Company or any of its Subsidiaries operates or markets with respect to its fertilizer business. During the Restriction Period, upon request of the Company, the Executive shall notify the Company of the Executive’s then-current employment status. For the avoidance of doubt, a Restricted Enterprise shall not include any Person or division thereof that is engaged in the business of supplying (but not refining) crude oil or natural gas.

Non-Competition. By and in consideration of In order to fully protect the Company’s entering into this Employment Agreement and 's Proprietary Information, at all times during the payments to be made and benefits to be provided by the Company hereunderRestricted Period, and in further consideration of the Executive’s exposure to the Confidential Information of the Company and its affiliates, the Executive agrees that the Executive shall not, during directly or indirectly, perform or provide managerial or executive services on behalf of any person, entity or enterprise which is engaged in, or plans to engage in the United States that directly or indirectly competes with the Company's Business (for this purpose, the "COMPANY'S BUSINESS" is the business of manufacturing or distribution of products related the Department of Transportation/Intelligent Traffic Systems); excluding any activities in the construction industry. During the Executive’s 's employment with the Company (whether during Company, the Term or thereafter) and for a period of twelve (12) months thereafter (the “Restriction Period”)Executive shall not, directly or indirectly, own, manage, operate, join, control, be employed by, or participate have any interest in any business that provides work related to the Department of Transportation/Intelligent Traffic Systems in the ownershipUnited States (other than the Company) that competes with the Company's Business, managementprovided that this provision shall not apply to the Executive's ownership or acquisition, operation or control ofsolely as an investment, or be connected in any manner with, including, without limitation, holding any position as a stockholder, director, officer, consultant, independent contractor, employee, partner, or investor in, any Restricted Enterprise (as defined below); provided, that in no event shall ownership of one percent (1%) or less of the outstanding securities of any class of any issuer whose securities are that is registered under Section 12(b) or 12(g) of the Securities Exchange Act of 1934, as amended, standing aloneand that are listed or admitted for trading on any United States national securities exchange or that are quoted on the National Association of Securities Dealers Automated Quotations System, be prohibited by this Section 4.2or any similar system or automated dissemination of quotations of securities prices in common use, so long as the Executive does not havecontrol, acquire a controlling interest in or exercisebecome a member of a group which exercises direct or indirect control of, more than five percent (5%) of any rights to manage or operate the business class of capital stock of such issuer other than rights as a stockholder thereofcorporation. For purposes of this paragraphAgreement the "RESTRICTED PERIOD" shall be the period during which the Executive is employed by the Company and, “Restricted Enterprise” shall mean any Person that is actively engaged in any business which if the Executive's employment with the Company is either (i) in competition with the business of terminated by the Company without Cause pursuant to Section 5.4, or any by the Executive for Good Reason pursuant to Section 5.5c, and the Company has paid to the Executive all of its Subsidiaries conducted during amounts then payable to the preceding twelve Executive pursuant to Sections 5.4 or 5.5c, as applicable, the one (121) months (or year period immediately following the Executive’s termination of employment, the twelve (12) months preceding the date of termination of the Executive’s 's employment with the Company) or (ii) proposed to be conducted . EGPI acknowledges that the Factoring Transaction associated with Creative Capital Associates is a temporary bridge financing and EGPI is bound by the Company or any Stock Purchase Agreement to use its best efforts to obtain a traditional Line of its Subsidiaries Credit as soon as possible, as stipulated in the Company’s business plan as in effect at original Letter of Intent. EGPI agrees to use its best efforts to replace the temporary bridge financing within forty-five (45) days of closing with an option by EGPI to extend this deadline to January 31, 2010. In the event that time (or following EGPI does not obtain a traditional Line of Credit within the Executive’s termination of employment, the business plan as in effect as of the date of termination of the Executive’s employment with the Company); provided, that (x) with respect to any Person that is actively engaged in the refinery business, a Restricted Enterprise shall only include such a Person that operates or markets in any geographic area in which the Company or any of its Subsidiaries operates or markets with respect to its refinery business and (y) with respect to any Person that is actively engaged in the fertilizer business, a Restricted Enterprise shall only include such a Person that operates or markets in any geographic area in which the Company or any of its Subsidiaries operates or markets with respect to its fertilizer business. During the Restriction Period, upon request of the Companytimeline, the Executive may terminate the Agreement, and the Non-Compete shall notify be null and void. If this clause is exercised by the Company Executive, it will not trigger any Clawback against the Promissory Note portion of the Executive’s thenCash Consideration or the Stock Consideration, or a claim against the Executive for any of the Cash Consideration paid at Closing. Exercise of this option will also void any payments due to the Executive by EGPI under this Agreement. This option is only exercisable at the election of the Executive after January 31, 2010. In addition, EGPI is required to obtain a commitment for funding of $500,000 within twenty-current employment statusone (21) days of closing. For If the avoidance of doubt, a Restricted Enterprise shall commitment has not include any Person or division thereof that is engaged been obtained in the business 21 day period, by November 24, 2009, then by written demand by the majority of supplying (but not refining) crude oil or natural gasthe Sellers the Employment Agreements including the Non-Compete will be null and void, and EGPI will have no claims against the Cash Consideration paid except for any balances on the Promissory Notes and the Stock Consideration.

Non-Competition. By and in consideration of the Company’s entering into this Employment Retention Agreement and the payments to be made and benefits to be provided by the Company hereunder, and in further consideration of the ExecutiveEmployee’s exposure to the Confidential Information of the Company and its affiliates, the Executive Employee agrees that the Executive Employee shall not, during the ExecutiveEmployee’s employment with the Company (whether during the Term or thereafter) and for a twelve-month period of twelve (12) months thereafter (the “Restriction Period”), directly or indirectly, own, manage, operate, join, control, be employed by, or participate in the ownership, management, operation or control of, or be connected in any manner with, including, without limitation, holding any position as a stockholder, director, officer, consultant, independent contractor, employee, partner, or investor in, any Restricted Enterprise (as defined below); provided, that in no event (i) shall ownership by the Employee of one five percent (15%) or less of the outstanding securities of any class of any issuer whose securities are registered under the Securities Exchange Act of 1934, as amended, standing alone, be prohibited by this Section 4.25.2, so long as the Executive Employee does not have, or exercise, any rights to manage or operate the business of such issuer other than rights as a stockholder thereof, nor (ii) shall being employed by a Person that is a Restricted Enterprise, standing alone, be prohibited by this Section 5.2, so long as (A) such Person has more than one discrete and readily distinguishable part of its business, (B) the Employee’s duties are not at or involving the part of such Person that is the Restricted Enterprise, including, without limitation, serving in a capacity where any Person involved in the Restricted Enterprise reports to the Employee and (C) the Employee notifies the Company of employment with such Person prior to commencement of his or her employment with such Person. For purposes of this paragraph, “Restricted Enterprise” shall mean any Person that is actively engaged engaged, directly or indirectly, in any business which is either (i) in competition with the business of the Company or any of its Subsidiaries conducted during the preceding twelve (12) months (or intends or proposes to engage in, or has been organized for the purpose of engaging in) the generic injectible pharmaceutical industry. During the one-year period following the Executive’s termination of employment, the twelve (12) months preceding the date of termination of the ExecutiveEmployee’s employment with the Company) or (ii) proposed to be conducted by the Company or any of its Subsidiaries in the Company’s business plan as in effect at that time (or following the Executive’s termination of employment, the business plan as in effect as of the date of termination of the Executive’s employment with the Company); provided, that (x) with respect to any Person that is actively engaged in the refinery business, a Restricted Enterprise shall only include such a Person that operates or markets in any geographic area in which the Company or any of its Subsidiaries operates or markets with respect to its refinery business and (y) with respect to any Person that is actively engaged in the fertilizer business, a Restricted Enterprise shall only include such a Person that operates or markets in any geographic area in which the Company or any of its Subsidiaries operates or markets with respect to its fertilizer business. During the Restriction Period, upon request of the Company, the Executive Employee shall notify the Company of the ExecutiveEmployee’s then-current employment status. For the avoidance of doubt, a Restricted Enterprise shall not include any Person or division thereof that is engaged in the business of supplying (but not refining) crude oil or natural gas.

Non-Competition. By and in consideration of the Company’s Company entering into this Employment Agreement and the payments to be made and benefits to be provided by the Company hereunderAgreement, and in further consideration of the Executive’s exposure to the Confidential Information of the Company and its affiliatesInformation, the Executive agrees that the Executive shall not, during the Executive’s employment with the Company (whether Employment Period and thereafter during the Term or thereafter) and for a period of twelve Restriction Period (12) months thereafter (the “Restriction Period”as defined below), directly or indirectly, own, manage, operate, join, control, be employed by, or participate in the ownership, management, operation or control of, or be connected in any manner with, including, without limitation, holding any position as a stockholder, director, officer, consultant, independent contractor, employee, partner, or investor in, any Restricted Enterprise (as defined below); provided, that that, in no event shall (y) ownership by the Executive of one two percent (12%) or less of the outstanding securities of any class of any issuer whose securities are registered under the Securities Exchange Act of 1934, as amended, standing alone, be prohibited by this Section 4.2, so long as the Executive does not have, or exercise, any rights to manage or operate the business of such issuer other than rights as a stockholder thereofshareholder thereof or (z) being employed by an entity, standing alone, be prohibited by this Section 4.2, so long as the entity has more than one discrete and readily distinguishable part of its business and the Executive’s duties are not at or involving the part of the entity’s business that is actively engaged in a Restricted Enterprise. For purposes of this paragraph, (1) “Restricted Enterprise” shall mean any Person that is actively engaged engaged, directly or indirectly, in any a business which is either (i) in material competition with the a material business of the Company or any of its Subsidiaries affiliates in any designated market area (“DMA”) in which the Company or any of its affiliates markets any of its services or products (i) conducted during the preceding twelve (12) months (or following the Executive’s termination of employment, the twelve (12) months preceding the date of termination of the Executive’s employment with the Company) or and (ii2) proposed to be conducted by the Company or any “Restriction Period” shall mean a period of its Subsidiaries in the Company’s business plan as in effect at that time twelve (or 12) months following the Executive’s termination of employment, employment for any reason during the business plan as in effect as of the date of termination of the Executive’s employment with the Company); provided, that (x) with respect to any Person that is actively engaged in the refinery business, a Restricted Enterprise shall only include such a Person that operates or markets in any geographic area in which the Company or any of its Subsidiaries operates or markets with respect to its refinery business and (y) with respect to any Person that is actively engaged in the fertilizer business, a Restricted Enterprise shall only include such a Person that operates or markets in any geographic area in which the Company or any of its Subsidiaries operates or markets with respect to its fertilizer businessEmployment Period. During the Restriction Period, upon request of the Company, the Executive shall notify the Company of the Executive’s then-current employment status. For The Executive and the avoidance Company acknowledge and agree that no part of doubtthis Section 4.2 or of Section 4.1 is intended to (i) restrict the Executive’s right to practice law after the Executive’s employment with the Company ends or (ii) relieve the Executive from, a Restricted Enterprise shall not include or cause the Executive to violate, any Person of his duties or division thereof that is engaged responsibilities (ethical or otherwise) as an attorney admitted to practice in the business Commonwealth of supplying Virginia. None of the provisions of Sections 4.1 or this Section 4.2 shall be deemed a restriction on the Executive’s right to practice law after the Executive’s employment with the Company ends or be interpreted in a way that would be a violation of the Executive’s duties or responsibilities (but not refiningethical or otherwise) crude oil as an attorney admitted to practice in the Commonwealth of Virginia. The Executive and the Company agree that Sections 4.1 or natural gasthis Section 4.2 will be interpreted to mean the maximum restrictions on Executive otherwise permitted by the applicable guidelines of professional conduct for attorneys admitted to practice in the Commonwealth of Virginia, so as to restrict the Executive’s activities consistent with Sections 4.1 or this Section 4.2 without limiting him from practicing law after the Executive’s employment with the Company ends.

Non-Competition. By and in consideration of the Company’s entering into this Employment Agreement and the payments to be made and benefits to be provided by the Company hereunder, and in further consideration of the Executive’s exposure to the Confidential Information of the Company and its affiliates, the Executive agrees that the Executive shall not, during the Executive’s employment with the Company (whether during the Term or thereafter) and for a period of twelve (12) months thereafter (the “Restriction Period”), directly or indirectlyindirectly (other than in connection with carrying out his responsibilities for the Company and its affiliates), own, manage, operate, join, control, be employed by, or participate in the ownership, management, operation or control of, or be connected in any manner with, including, without limitation, holding any position as a stockholder, director, officer, consultant, independent contractor, employee, partner, or investor in, any Restricted Enterprise (as defined below); provided, that in no event shall ownership of one three percent (13%) or less of the outstanding securities of any class of any issuer whose securities are registered under the Securities Exchange Act of 1934, as amended, standing alone, be prohibited by this Section 4.2, so long as the Executive does not have, or exercise, any rights to manage or operate the business of such issuer other than rights as a stockholder thereof. For purposes of this paragraph, “Restricted Enterprise” shall mean any Person that is actively engaged in any geographic area in which the Parent, the Company, or any of their respective subsidiaries (the “Company Group”) operates or markets in any business which is either (i) in material competition with the business of any member of the Company or any of its Subsidiaries Group (i) conducted during the preceding twelve (12) months (or following the Executive’s termination of employment, the twelve (12) months preceding the date of termination of the Executive’s employment with the Company) or (ii) proposed to be conducted by any member of the Company or any of Group in its Subsidiaries in the Company’s business plan as in effect at that time (or following the Executive’s termination of employment, the business plan as in effect as of the date of termination of the Executive’s employment with the Company); provided, that (x) with respect to any Person that is actively engaged in the refinery business, a Restricted Enterprise shall only include such a Person that operates or markets in any geographic area in which the Company or any of its Subsidiaries operates or markets with respect to its refinery business and (y) with respect to any Person that is actively engaged in the fertilizer business, a Restricted Enterprise shall only include such a Person that operates or markets in any geographic area in which the Company or any of its Subsidiaries operates or markets with respect to its fertilizer business. During the Restriction Period, upon request of the Company, the Executive shall notify the Company of the Executive’s then-current employment status. For the avoidance of doubt, a Restricted Enterprise shall not include any Person or division thereof that is engaged in the business of supplying (but not refining) crude oil or natural gas.

Non-Competition. By and in In consideration of the Company’s entering into this Employment Agreement and the payments to be made and benefits to be provided by the Company hereunder, and in further consideration 's grant of the Executive’s exposure Award to the Confidential Information Grantee, the Grantee agrees that, during the Restricted Period (as defined in Section 3.14(i) of this Award Agreement), the Grantee will not, directly or indirectly (except on behalf of or with the prior written consent of the Company, which consent may be withheld in the Company's sole discretion): (i) provide services of a leadership, management, executive, operational, or advisory capacity and/or participate in the ownership of or provide financial backing to an automotive dealership that is located within the Area (as defined in Section 3.14(i) of this Award Agreement); (ii) provide senior/corporate level leadership, executive, operational, or advisory services to any corporate competitor of the Company and or its affiliates, Affiliates who owns or operates one or more automotive dealerships within the Executive agrees that the Executive shall not, during the Executive’s employment with the Company Area; or (whether during the Term or thereafteriii) and for provide services of a period of twelve (12) months thereafter (the “Restriction Period”), directly or indirectly, own, manage, operate, join, control, be employed by, or participate in the ownershipleadership, management, operation or control ofexecutive, operational, or be connected in advisory capacity for anyone or any manner withbusiness whose focus is buying, including, without limitation, holding any position as a stockholder, director, officer, consultant, independent contractor, employee, partnerconglomerating, or investor in, any Restricted Enterprise (as defined below); provided, otherwise acquiring one or more automotive dealerships that in no event shall ownership of one percent (1%) or less of are located within the outstanding securities of any class of any issuer whose securities are registered under the Securities Exchange Act of 1934, as amended, standing alone, be prohibited by this Section 4.2, so long as the Executive does not have, or exercise, any rights to manage or operate the business of such issuer other than rights as a stockholder thereofArea. For purposes of this paragraphSection 3.14(a), “Restricted Enterprise” the Grantee acknowledges and agrees that the Company and its Affiliates conduct business in the Area and that the Area is a reasonable geographic limitation. Notwithstanding anything to the contrary contained herein, the Company hereby agrees that the covenants set forth in this Section 3.14(a) shall mean any Person that is actively engaged in any business which is either (i) in competition with the business not be deemed breached as a result of the Company or passive ownership by the Grantee of: (A) less than an aggregate of 5% of any class of its Subsidiaries conducted during the preceding twelve (12) months (or following the Executive’s termination stock of employment, the twelve (12) months preceding the date of termination of the Executive’s employment a business that competes with the Company) ; or (iiB) proposed to be conducted by less than an aggregate of 10% in value of any instrument of indebtedness of a business that competes with the Company. The Company further agrees that nothing in this Section 3.14(a) prohibits the Grantee from accepting employment from, or any of its Subsidiaries performing services for, businesses engaged in the Company’s business plan as finance industry, or businesses engaged in effect at the manufacturing and/or sale of automobile parts or the provision of automotive service; provided that time (or following such businesses do not also engage in the Executive’s termination retail sale of employmentautomobiles within the Area. By way of example, the business plan as in effect as of the date of termination of Grant Date, nothing in this Section 3.14(a) would prohibit the Executive’s employment Grantee from working with the Company); providedsuch businesses as American General Finance, that (x) with respect to any Person that is actively engaged in the refinery businessNAPA Auto Parts, a Restricted Enterprise shall only include such a Person that operates or markets in any geographic area in which the Company or any of its Subsidiaries operates or markets with respect to its refinery business and (y) with respect to any Person that is actively engaged in the fertilizer business, a Restricted Enterprise shall only include such a Person that operates or markets in any geographic area in which the Company or any of its Subsidiaries operates or markets with respect to its fertilizer business. During the Restriction Period, upon request of the Company, the Executive shall notify the Company of the Executive’s then-current employment status. For the avoidance of doubt, a Restricted Enterprise shall not include any Person or division thereof that is engaged in the business of supplying (but not refining) crude oil or natural gasGoodyear.

Non-Competition. By and Without the consent in consideration writing of the Company’s entering into this Employment Agreement and the payments to be made and benefits to be provided by the Company hereunderBoard, and in further consideration of the Executive’s exposure to the Confidential Information of the Company and its affiliates, the Executive agrees that the Executive shall will not, during the Executive’s employment with the Company (whether at any time during the Term or thereafter) and for a period of twelve (12) months thereafter (the “Restriction Period”)two years following termination of Executive's employment for any reason, acting alone or in conjunction with others, directly or indirectlyindirectly (i) engage (either as owner, owninvestor, managepartner, operate, join, control, be employed by, or participate in the ownership, management, operation or control of, or be connected in any manner with, including, without limitation, holding any position as a stockholder, directoremployer, officeremployee, consultant, independent contractor, employee, partneradvisor, or investor in, any Restricted Enterprise (as defined below); provided, that in no event shall ownership of one percent (1%director) or less of the outstanding securities of any class of any issuer whose securities are registered under the Securities Exchange Act of 1934, as amended, standing alone, be prohibited by this Section 4.2, so long as the Executive does not have, or exercise, any rights to manage or operate the business of such issuer other than rights as a stockholder thereof. For purposes of this paragraph, “Restricted Enterprise” shall mean any Person that is actively engaged in any business in which is either he has been directly engaged on behalf of the Company or any affiliate, or has supervised as an executive thereof, during the last two years prior to such termination, or which was engaged in or planned by the Company or an affiliate at the time of such termination, in any geographic area in which such business was conducted or planned to be conducted; (iii) in competition with the business induce any customers of the Company or any of its Subsidiaries conducted affiliates with whom Executive has had contacts or relationships, directly or indirectly, during and within the preceding twelve (12) months (or following the Executive’s termination scope of employment, the twelve (12) months preceding the date of termination of the Executive’s her employment with the Company) or (ii) proposed to be conducted by the Company or any of its Subsidiaries in the Company’s affiliates, to curtail or cancel their business plan as in effect at that time (or following the Executive’s termination of employment, the business plan as in effect as of the date of termination of the Executive’s employment with the Company)Company or any such affiliate; provided(iii) induce, that (x) with respect or attempt to influence, any Person that is actively engaged in the refinery business, a Restricted Enterprise shall only include such a Person that operates or markets in any geographic area in which employee of the Company or any of its Subsidiaries operates affiliates to terminate employment; or markets with respect to its refinery business and (yiv) with respect to solicit, hire or retain as an employee or independent contractor, or assist any Person that is actively engaged third party in the fertilizer businesssolicitation, a Restricted Enterprise shall only include such a Person that operates hire, or markets in retention as an employee or independent contractor, any geographic area in which person who during the previous 12 months was an employee of the Company or any affiliate; provided, however, that the limitation contained in clause (i) above shall not apply if Executive's employment is terminated as a result of its Subsidiaries operates a termination by the Company without Cause within two years following a Change in Control or markets with respect to its fertilizer business. During the Restriction Periodis terminated by Executive for Good Reason within two years following a Change in Control; and provided further, upon request that activities engaged in by or on behalf of the CompanyCompany are not restricted by this covenant. The provisions of subparagraphs (i), the Executive shall notify the Company (ii), (iii), and (iv) above are separate and distinct commitments independent of each of the Executive’s then-current employment statusother subparagraphs. For It is agreed that the avoidance ownership of doubt, a Restricted Enterprise shall not include more than one percent of the equity securities of any Person company having securities listed on an exchange or division thereof that is engaged regularly traded in the business over-the-counter market shall not, of supplying itself, be deemed inconsistent with clause (but not refiningi) crude oil or natural gasof this Section 10(a).

Non-Competition. By The Executive covenants and in consideration of the Company’s entering into this Employment Agreement and the payments to be made and benefits to be provided by the Company hereunder, and in further consideration of the Executive’s exposure to the Confidential Information of the Company and its affiliates, the Executive agrees that the Executive shall notthat, during the Executive’s employment with the Company (whether during the Term or thereafter) hereunder and for a period of twelve twenty-four (1224) months thereafter (to the “Restriction Period”extent permitted by law), directly or indirectlythe Executive will not at any time, own, manage, operate, join, control, be employed by, or participate in the ownershipUnited States or any other jurisdiction in which the Company, managementthe University or their corporate controlled affiliates is engaged or has reasonably firm plans to engage in business, operation or control of, or be connected in any manner with, including, without limitation, holding any position whether as a stockholderprincipal, directorinvestor, officeremployee, consultant, independent contractor, employeeofficer, director, board member, manager, partner, agent, or investor otherwise, alone or in association with any other person, firm, corporation, or business organization, work for, become employed by, engage in, carry on, provide services to, or assist in any Restricted Enterprise manner (whether or not for compensation or gain) a person or entity that engages in any business in which the Company, the University or any of their corporate controlled affiliates is engaged (a “Competing Business”), where Executive’s position or service for such Competing Business relates to Executive’s positions with or the types of services performed by the Executive for the Company, the University or any of their corporate controlled affiliates, or is otherwise competitive with the Company, the University’s or any of their affiliates’ products or services; provided, however, that the foregoing will not prohibit the Executive from (i) serving on Board of Directors (or comparable bodies) of other entities where the Company or the University has given prior permission, (ii) after the occurrence of both a Change of Control (as defined below); provided, that in no event shall ownership of one percent (1%) or less of the outstanding securities of any class of any issuer whose securities are registered under the Securities Exchange Act of 1934, as amended, standing alone, be prohibited by this Section 4.2, so long as the Executive does not have, or exercise, any rights to manage or operate the business of such issuer other than rights as a stockholder thereof. For purposes of this paragraph, “Restricted Enterprise” shall mean any Person that is actively engaged in any business which is either (i) in competition with the business of the Company or any of its Subsidiaries conducted during the preceding twelve (12) months (or following and the Executive’s termination of employment, the twelve (12) months preceding the date of termination of the Executive’s employment with the Companyemployment, being employed by (A) or a campus-based institution of higher education that derives no more than twenty percent (ii20%) proposed to be conducted by the Company or any of its Subsidiaries in the Company’s business plan as in effect at that time (or following the Executive’s termination of employmentrevenues from online education, the business plan as in effect as of the date of termination of the Executive’s employment with the Company); provided, that (x) with respect to any Person that the Executive is actively not predominantly engaged in supporting the refinery businessonline education, or (B) an online learning company that does not provide higher education, or (iii) serving as a Restricted Enterprise shall only include such faculty member, “scholar in residence” or similar academic position, provided, that the Executive does not engage in administrative matters, other than to a Person that operates or markets in any geographic area in which de minimis extent. Notwithstanding the Company or any foregoing, the ownership by the Executive of its Subsidiaries operates or markets with respect to its refinery business and less than five percent (y5%) with respect to any Person that is actively engaged in the fertilizer business, a Restricted Enterprise shall only include such a Person that operates or markets in any geographic area in which the Company or any of its Subsidiaries operates or markets with respect to its fertilizer business. During the Restriction Period, upon request of the Company, the Executive shall notify the Company outstanding stock of the Executive’s then-current employment status. For the avoidance of doubt, any corporation listed on a Restricted Enterprise national securities exchange shall not include any Person or division thereof that is engaged in the business be deemed a violation of supplying (but not refining) crude oil or natural gasthis Section 9(a).

Non-Competition. By and in consideration of the Company’s entering into this Employment Agreement and the payments to be made and benefits to be provided by the Company hereunder, and in further consideration of the ExecutiveCompany’s exposure agreement to provide the Executive access to the Confidential Information of the Company and its affiliates, the Executive agrees that, in the event that the Executive’s employment is terminated by the Company for Cause, or by the Executive without Good Reason, the Executive shall not, during for a one-year period following the termination of the Executive’s employment with the Company (whether during the Term or thereafter) and for a period of twelve (12) months thereafter (the “Restriction Period”), directly or indirectly, own, manage, operate, join, control, be employed by, or participate in the ownership, management, operation or control of, or be connected in any manner with, including, without limitation, holding any position as a stockholder, director, officer, consultant, independent contractor, employee, partner, or investor in, any Restricted Competitive Enterprise (as defined below); provided, that in no event shall ownership of one two percent (12%) or less of the outstanding securities of any class of any issuer whose securities are registered under the Securities Exchange Act of 1934, as amended, standing alone, be prohibited by this Section 4.2, so long as the Executive does not have, or exercise, any rights to manage or operate the business of such issuer other than rights as a stockholder thereof. For purposes of this paragraph, “Restricted Competitive Enterprise” shall mean any Person that is actively offers or provides products or services, or engaged in any business which is either (i) in competition with the business business, of the type offered by Company or any of its Subsidiaries conducted during the preceding twelve (12) months (affiliates or following the Executive’s termination of employment, the twelve (12) months preceding the date of termination of the Executive’s employment with the Company) or (ii) proposed to be conducted by the Company or any of its Subsidiaries in the Company’s business plan as in effect at that time (or following the Executive’s termination of employment, the business plan as in effect as of the date of termination of the Executive’s employment with the Company); provided, that (x) with respect to any Person that is actively engaged in the refinery business, a Restricted Enterprise shall only include such a Person that operates or markets in any geographic area in which the Company or any of its Subsidiaries operates or markets with respect affiliates has documented plans to its refinery business and (y) with respect to any Person that is actively engaged in the fertilizer business, a Restricted Enterprise shall only include such a Person that operates or markets in any geographic area in which the Company or any of its Subsidiaries operates or markets with respect to its fertilizer business. During offer during the Restriction Period, upon request of . Notwithstanding anything to the Companycontrary set forth above, the Executive restrictions in this Section shall notify the Company of the not apply to Executive’s then-current employment status. For the avoidance partial ownership of, and provision of doubtadvisory services to, a Restricted Enterprise shall not include any Person or division thereof that is engaged in the business of supplying (but not refining) crude oil or natural gasNational Benefit Programs, LLC.

Non-Competition. By The Executive covenants and in consideration of the Company’s entering into this Employment Agreement and the payments to be made and benefits to be provided by the Company hereunder, and in further consideration of the Executive’s exposure to the Confidential Information of the Company and its affiliates, the Executive agrees that the Executive shall notthat, during the Executive’s employment with the Company (whether during the Term or thereafter) and for a period of twelve twenty-four (1224) months thereafter (to the “Restriction Period”extent permitted by law), directly or indirectlythe Executive will not at any time, own, manage, operate, join, control, be employed by, or participate in the ownershipUnited States or any other jurisdiction in which the Company or its corporate controlled affiliates is engaged or has reasonably firm plans to engage in business, management, operation or control of, or be connected in any manner with, including, without limitation, holding any position whether as a stockholderprincipal, directorinvestor, officeremployee, consultant, independent contractor, employeeofficer, director, board member, manager, partner, agent, or investor otherwise, alone or in association with any other person, firm, corporation, or business organization, work for, become employed by, engage in, any Restricted Enterprise (as defined below); providedcarry on, that in no event shall ownership of one percent (1%) or less of the outstanding securities of any class of any issuer whose securities are registered under the Securities Exchange Act of 1934, as amended, standing alone, be prohibited by this Section 4.2, so long as the Executive does not haveprovide services to, or exercise, assist in any rights to manage manner (whether or operate the business of such issuer other than rights as not for compensation or gain) a stockholder thereof. For purposes of this paragraph, “Restricted Enterprise” shall mean any Person person or entity that is actively engaged engages in any business which is either (i) in competition with the business of the Company or any of its Subsidiaries conducted during the preceding twelve (12) months (or following the Executive’s termination of employment, the twelve (12) months preceding the date of termination of the Executive’s employment with the Company) or (ii) proposed to be conducted by the Company or any of its Subsidiaries in the Company’s business plan as in effect at that time (or following the Executive’s termination of employment, the business plan as in effect as of the date of termination of the Executive’s employment with the Company); provided, that (x) with respect to any Person that is actively engaged in the refinery business, a Restricted Enterprise shall only include such a Person that operates or markets in any geographic area in which the Company or any of its Subsidiaries operates corporate controlled affiliates is engaged as of the Date of Termination (as defined below) (a “Competing Business”), where Executive’s position or markets service for such Competing Business relates to Executive’s positions with respect to its refinery business and (y) with respect to any Person that is actively engaged in or the fertilizer business, a Restricted Enterprise shall only include such a Person that operates or markets in any geographic area in which types of services performed by the Executive for the Company or any of its Subsidiaries operates corporate controlled affiliates, or markets is otherwise competitive with respect the Company’s or any of its corporate controlled affiliates’ products or services; provided, however, that the foregoing will not prohibit the Executive from serving on a board of directors (or comparable bodies) of other entities where the Company has given prior permission; provided, further, that the foregoing will not prohibit the Executive from serving as a consultant (in her individual capacity and not as an employee, partner, or other service provider to its fertilizer business. During an entity providing services) where Executive is not providing consulting services to (1) a business or entity in direct or indirect competition with the Restriction Periodproducts and services of the Company as of the Date of Termination (as defined below), upon request or (2) a business or entity that is on the Date of Termination, or was in the 12-month period prior to the Date of Termination (as defined below), a customer, client, partner or prospect with whom there has meaningful engagement of the Company; and provided, further, that the foregoing covenants and agreements in this Section 9(a) will not be in effect at any time when the Company is in material breach of its obligations under Section 11(d) below. Notwithstanding the foregoing, the ownership by the Executive shall notify the Company of less than one percent (1%) of the Executive’s then-current employment status. For the avoidance outstanding stock of doubt, any corporation listed on a Restricted Enterprise national securities exchange shall not include any Person or division thereof that is engaged in the business be deemed a violation of supplying (but not refining) crude oil or natural gasthis Section 9(a).

Non-Competition. By Executive acknowledges that Executive's services and responsibilities are of particular significance to Employer and that Executive's position with Employer has given and will give Executive close knowledge of Employer's policies and trade secrets. Since Employer is in consideration a creative and competitive business, Executive's continued and exclusive service to Employer under this Agreement is of the Company’s entering into this Employment Agreement a high degree of importance. Executive covenants and the payments to be made and benefits to be provided by the Company hereunder, and in further consideration of the Executive’s exposure to the Confidential Information of the Company and its affiliates, the agrees with Employer that Executive agrees that the Executive shall will not, during the Executive’s employment with the Company (whether during the Term or thereafter) term of this Agreement and for a period of twelve (12) twenty-four months thereafter (after the “Restriction Period”)termination of Executive's employment hereunder, in any manner, directly or indirectly, (i) induce or attempt to influence any present or future officer, employee, lessor, lessee, licensor or licensee of Employer to leave its employment or solicit or divert or service any of the customers or clients that Employer has or had in the one (1) year previous to the date of termination of this Agreement, (ii) engage, in North America or any other territory in which Employer does business, in any businesses presently engaged in or to be engaged in by Employer during the term of this Agreement, and (iii) except for ownership of no more than 1% of the capital stock, be a stockholder of any corporation, or directly or indirectly own, manage, operate, joinconduct, control, be employed by, control or participate in the ownership, management, operation or operation, conduct, control of, accept employment with, or be connected in any other manner with, including, without limitation, holding any position as a stockholder, director, officer, consultant, independent contractor, employee, partner, or investor in, any Restricted Enterprise (as defined below); provided, that in no event shall ownership of one percent (1%) or less of the outstanding securities of any class of any issuer whose securities are registered under the Securities Exchange Act of 1934, as amended, standing alone, be prohibited by this Section 4.2, so long as the Executive does not have, or exercise, any rights to manage or operate the business of such issuer other than rights as a stockholder thereof. For purposes of this paragraph, “Restricted Enterprise” shall mean any Person that is actively engaged in any business which is either (i) engages in competition with the business any direct competitive activity in any of the Company product categories in which Employer currently sells or shall sell at any of its Subsidiaries conducted time during the preceding twelve (12) months (Term in any such geographic region. The non-competition restrictions continued in this paragraph 11 shall also apply to any activities of CYSP in which Executive engages on behalf of Employer or following CYSP. Notwithstanding the Executive’s termination of employmentforegoing if Executive is terminated without cause or terminates his employment for Good Reason, the twelve (12) months preceding the date of termination of the Executive’s employment with the Company) or (ii) proposed to be conducted by the Company or any of its Subsidiaries non-competition provisions contained in the Company’s business plan as in effect at that time (or following the Executive’s termination of employment, the business plan as in effect this paragraph 11 shall terminate as of the effective date of termination of the Executive’s employment with the Company); provided, that (x) with respect to any Person that is actively engaged in the refinery business, a Restricted Enterprise shall only include such a Person that operates or markets in any geographic area in which the Company or any of its Subsidiaries operates or markets with respect to its refinery business and (y) with respect to any Person that is actively engaged in the fertilizer business, a Restricted Enterprise shall only include such a Person that operates or markets in any geographic area in which the Company or any of its Subsidiaries operates or markets with respect to its fertilizer business. During the Restriction Period, upon request of the Company, the Executive shall notify the Company of the Executive’s then-current employment status. For the avoidance of doubt, a Restricted Enterprise shall not include any Person or division thereof that is engaged in the business of supplying (but not refining) crude oil or natural gastermination.

Non-Competition. By and in consideration of the Company’s entering into this Employment Agreement and the payments to be made and benefits to be provided by the Company hereunder, and in further consideration of the Executive’s exposure to the Confidential Information of the Company and its affiliatesAffiliates, the Executive agrees that the Executive shall not, during the Executive’s employment with Term and thereafter for the Company period during which the Severance Payments or Supplemental Disability Payments are payable or one (whether during 1) year following the end of the Term if no Severance Payments or thereafter) and for a period of twelve (12) months thereafter Supplemental Disability Payments are payable (the “Restriction Period”), directly or indirectly, own, manage, operate, join, control, be employed by, or participate in the ownership, management, operation or control of, or be connected in any manner with, including, without limitation, holding any position as a stockholder, director, officer, consultant, independent contractor, employee, partner, or investor in, any Restricted Enterprise (as defined below); provided, that in no event shall ownership of one percent (1%) or less of the outstanding securities of any class of any issuer whose securities are registered under the Securities Exchange Act of 1934, as amendedamended (the “Exchange Act”), standing alone, be prohibited by this Section 4.2, so long as the Executive does not have, or exercise, any rights to manage or operate the business of such issuer other than rights as a stockholder thereof. For purposes of this paragraph, “Restricted Enterprise” shall mean any Person that is actively engaged in any business which is either (i) in competition with the business of the Company or any of its Subsidiaries Affiliates conducted during the preceding twelve (12) months (or following the Executive’s termination of employmentTerm, the twelve (12) months preceding the date of termination last day of the Executive’s employment with the Company) Term), or (ii) proposed to be conducted by the Company or any of its Subsidiaries Affiliates in the Company’s or Affiliate’s business plan as in effect at that time (or following the Executive’s termination of employmentTerm, the business plan as in effect as of the date of termination last day of the Executive’s employment with the CompanyTerm); provided, that (x) with respect to any Person that is actively engaged in the refinery business, a Restricted Enterprise shall only include such a Person that operates or markets in any geographic area in which the Company or any of its Subsidiaries Affiliates operates or markets with respect to its refinery business and (y) with respect to any Person that is actively engaged in the fertilizer business, a Restricted Enterprise shall only include such a Person that operates or markets in any geographic area in which the Company or any of its Subsidiaries Affiliates operates or markets with respect to its fertilizer business. During the Restriction Period, upon request of the Company, the Executive shall notify the Company of the Executive’s then-current employment status. For the avoidance of doubt, (A) the foregoing shall not prohibit the Executive from working in the State of Texas; provided, that the Executive’s so working does not involve any Restricted Enterprise that is operating in the State of Texas if the Company or any of its Affiliates is then operating in the State of Texas and (B) a Restricted Enterprise shall not include any Person or division thereof that is engaged in the business of supplying (but not refining) crude oil or natural gas.

Non-Competition. By The Grantee covenants and in consideration of the Company’s entering into this Employment Agreement and the payments to be made and benefits to be provided by the Company hereunder, and in further consideration of the Executive’s exposure to the Confidential Information of the Company and its affiliates, the Executive agrees that the Executive shall not, during the ExecutiveGrantee’s employment with the Company (whether during the Term or thereafter) Employment and for a period of the longer of (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 11(a)) (i) the remaining vesting period with respect to any Company restricted stock awards held by Grantee or (ii) twelve (12) months thereafter following the Grantee’s termination of Employment, whether such termination occurs at the insistence of the Company or its Affiliates or the Grantee (for whatever reason), the “Restriction Period”)Grantee will not, directly or indirectly, alone or in association with others, anywhere in the Territory (as defined below), own, manage, operate, join, control, be employed by, control or participate in the ownership, management, operation or control of, or be connected in any manner withas an officer, includingemployee, without limitationinvestor, holding any position as a stockholderprincipal, joint venturer, shareholder, partner, director, officer, consultant, independent contractor, employee, partneragent or otherwise with, or investor have any financial interest (through stock or other equity ownership, investment of capital, the lending of money or otherwise) in, any Restricted Enterprise (as defined below); providedbusiness, venture or activity that in no event shall ownership of one percent (1%) directly or less of the outstanding securities of any class of any issuer whose securities are registered under the Securities Exchange Act of 1934, as amended, standing alone, be prohibited by this Section 4.2, so long as the Executive does not haveindirectly competes, or exerciseis in planning, or has undertaken any rights preparation, to manage or operate the business of such issuer other than rights as a stockholder thereof. For purposes of this paragraphcompete, “Restricted Enterprise” shall mean any Person that is actively engaged in any business which is either (i) in competition with the business Business of the Company or any of its Subsidiaries conducted Immediate Affiliates (any Person who engages in any such business venture or activity, a “Competitor”), except that nothing contained in this Section 11(a) shall prevent the Grantee’s wholly passive ownership of two percent (2%) or less of the equity securities of any Competitor that is a publicly-traded company. For purposes of this Section 11(a), the “Business of the Company or any of its Immediate Affiliates” is that of arts and crafts specialty retailer providing materials, ideas and education for creative activities, as well as any other business that the Company or any of its Immediate Affiliates conducts or is actively planning to conduct at any time during the preceding twelve (12) months (Grantee’s Employment, or with respect to the Grantee’s obligations following the Executive’s his or her termination of employmentEmployment, the twelve (12) months immediately preceding the date of termination of the Executive’s employment with the Company) or (ii) proposed to be conducted by the Company or any of its Subsidiaries in the Company’s business plan as in effect at that time (or following the ExecutiveGrantee’s termination of employment, the business plan as in effect as of the date of termination of the Executive’s employment with the Company)Employment; provided, that (x) with respect to the term “Competitor” shall not include any Person that is actively engaged in the refinery business, a Restricted Enterprise shall only include venture or activity whose gross receipts derived from the retail sale of arts and crafts products (aggregated with the gross receipts derived from the retail sale of arts and crafts projects of any related business, venture or activity) are less than ten percent (10%) of the aggregate gross receipts of such a Person that operates businesses, ventures or markets in activities. For purposes of this Section 11(a), the “Territory” is comprised of those states within the United States, those provinces of Canada, and any other geographic area in which the Company or any of its Subsidiaries operates Immediate Affiliates was doing business or markets actively planning to do business at any time during the Grantee’s Employment, or with respect to its refinery business and the Grantee’s obligations following his or her termination of Employment the twelve (y12) with respect to any Person that is actively engaged in months immediately preceding the fertilizer businessGrantee’s termination of Employment. For purposes of this Section, “Immediate Affiliates” means those Affiliates which are one of the following: (i) a Restricted Enterprise shall only include such a Person that operates direct or markets in any geographic area in which the Company or any of its Subsidiaries operates or markets with respect to its fertilizer business. During the Restriction Period, upon request indirect subsidiary of the Company, the Executive shall notify (ii) a parent to the Company or (iii) a direct or indirect subsidiary of the Executive’s then-current employment status. For the avoidance of doubt, such a Restricted Enterprise shall not include any Person or division thereof that is engaged in the business of supplying (but not refining) crude oil or natural gasparent.

Non-Competition. By The Optionee covenants and in consideration of the Company’s entering into this Employment Agreement and the payments to be made and benefits to be provided by the Company hereunder, and in further consideration of the Executive’s exposure to the Confidential Information of the Company and its affiliates, the Executive agrees that the Executive shall not, during the ExecutiveOptionee’s employment with the Company (whether during the Term or thereafter) Employment and for a period of twelve twenty-four (1224) months thereafter (and such period shall be tolled on a day-to-day basis for each day during which the “Restriction Period”Optionee participates in any activity in violation of the restrictions set forth in this Section 5(a)) following the Optionee’s termination of Employment, whether such termination occurs at the insistence of the Company or its Affiliates or the Optionee (for whatever reason), the Optionee will not, directly or indirectly, alone or in association with others, anywhere in the Territory (as defined below), own, manage, operate, join, control, be employed by, control or participate in the ownership, management, operation or control of, or be connected in any manner withas an officer, includingemployee, without limitationinvestor, holding any position as a stockholderprincipal, joint venturer, shareholder, partner, director, officer, consultant, independent contractor, employee, partneragent or otherwise with, or investor have any financial interest (through stock or other equity ownership, investment of capital, the lending of money or otherwise) in, any Restricted Enterprise (as defined below); providedbusiness, venture or activity that in no event shall ownership of one percent (1%) directly or less of the outstanding securities of any class of any issuer whose securities are registered under the Securities Exchange Act of 1934, as amended, standing alone, be prohibited by this Section 4.2, so long as the Executive does not haveindirectly competes, or exerciseis in planning, or has undertaken any rights preparation, to manage or operate the business of such issuer other than rights as a stockholder thereof. For purposes of this paragraphcompete, “Restricted Enterprise” shall mean any Person that is actively engaged in any business which is either (i) in competition with the business Business of the Company or any of its Subsidiaries conducted Immediate Affiliates (any Person who engages in any such business venture or activity, a “Competitor”), except that nothing contained in this Section 5(a) shall prevent the Optionee’s wholly passive ownership of two percent (2%) or less of the equity securities of any Competitor that is a publicly-traded company. For purposes of this Section 5(a), the “Business of the Company or any of its Immediate Affiliates” is that of (i) arts and crafts, (ii) framing specialty retailer, (iii) wholesaler providing materials, ideas and education for (x) creative activities, and (y) framing, as well as (iv) any other business that the Company or any of its Immediate Affiliates conducts or is actively planning to conduct at any time during the preceding twelve (12) months (Optionee’s Employment, or with respect to the Optionee’s obligations following the Executive’s his or her termination of employment, Employment the twelve (12) months immediately preceding the date of termination of the Executive’s employment with the Company) or (ii) proposed to be conducted by the Company or any of its Subsidiaries in the Company’s business plan as in effect at that time (or following the ExecutiveOptionee’s termination of employment, the business plan as in effect as of the date of termination of the Executive’s employment with the Company)Employment; provided, that (x) with respect to the term “Competitor” shall not include any Person that is actively engaged in the refinery business, a Restricted Enterprise shall only include venture or activity whose gross receipts derived from the retail or wholesale sale of arts and crafts, or framing products and services (aggregated with the gross receipts derived from the retail and wholesale sale of such a Person that operates products or markets in any related business, venture or activity) are less than ten percent (10%) of the aggregate gross receipts of such businesses, ventures or activities. For purposes of this Section 5(a), the “Territory” is comprised of those states within the United States, those provinces of Canada, and any other geographic area in which the Company or any of its Subsidiaries operates Immediate Affiliates was doing business or markets actively planning to do business at any time during the Optionee’s Employment, or with respect to its refinery business and the Optionee’s obligations following his or her termination of Employment the twelve (y12) with respect to any Person that is actively engaged in months immediately preceding the fertilizer businessOptionee’s termination of Employment. For purposes of this Section, “Immediate Affiliates” means those Affiliates which are one of the following: (i) a Restricted Enterprise shall only include such a Person that operates direct or markets in any geographic area in which the Company or any of its Subsidiaries operates or markets with respect to its fertilizer business. During the Restriction Period, upon request indirect subsidiary of the Company, the Executive shall notify (ii) a parent to the Company or (iii) a direct or indirect subsidiary of the Executive’s then-current employment status. For the avoidance of doubt, such a Restricted Enterprise shall not include any Person or division thereof that is engaged in the business of supplying (but not refining) crude oil or natural gasparent.

Non-Competition. By Executive hereby acknowledges that the services which she will perform for the Company are of a special and unique nature, and that the Company would find it extremely difficult or impossible to replace Executive. Accordingly, Executive agrees that, in consideration of the Company’s entering into this Employment Agreement and the payments to be made received by her hereunder, from and benefits after the date hereof through the period during which Executive continues to be provided employed by the Company hereunder, and in further consideration following termination of the Executive’s exposure to employment for any reason until the Confidential Information first anniversary of such termination of employment (the Company and its affiliates“Non-Competition Period”), the Executive agrees that the Executive shall not, during the Executive’s employment with the Company (whether during the Term or thereafter) and for a period of twelve (12) months thereafter (the “Restriction Period”), directly or indirectly, own, manage, operate, join, control, be employed by, control or participate in the ownership, management, operation or control of, or be connected in any manner with, including, without limitation, holding any position as a stockholder, director, officer, consultant, independent contractor, employee, partner, lender, consultant or investor in, otherwise (“Participate” or a “Participation”) with any Restricted Enterprise Competitor (as defined belowhereinafter defined); provided, that in no event shall ownership of one percent (1%) or less of except with the outstanding securities of any class of any issuer whose securities are registered under the Securities Exchange Act of 1934, as amended, standing alone, be prohibited by this Section 4.2, so long as the Executive does not have, or exercise, any rights to manage or operate the business of such issuer other than rights as a stockholder thereofCompany’s prior written consent. For purposes of this paragraphAgreement, the term “Restricted EnterpriseCompetitor” shall mean any Person that is actively engaged in any business which is either (i) in competition with the business of the Company or any of its Subsidiaries conducted during the preceding twelve (12) months (or following the Executive’s termination of employment, the twelve (12) months preceding the date of termination of the Executive’s employment with the Company) or (ii) proposed to be conducted by the Company or any of its Subsidiaries in the Company’s business plan as in effect at that time (or following the Executive’s termination of employment, the business plan as in effect as of the date of termination of the Executive’s employment with the Company); provided, that (x) with respect to any Person that is actively engaged in the refinery business, a Restricted Enterprise shall only include such a Person that operates or markets in any geographic area in which the Company or any of its Subsidiaries operates or markets with respect to its refinery business and (y) with respect to any Person that is actively engaged in the fertilizer business, a Restricted Enterprise shall only include such a Person that operates or markets in any geographic area in which the Company or any of its Subsidiaries operates or markets with respect to its fertilizer business. During the Restriction Period, upon request of the Company, the Executive shall notify the Company of the Executive’s then-current employment status. For the avoidance of doubt, a Restricted Enterprise shall not include any Person or division thereof that is entity engaged in the business of supplying providing property monitoring services with revenue in excess of One Hundred Sixty Million Dollars (but $160,000,000) during the most recent twelve (12) month period for which financial statements are available, including without limitation, ADT Security Services, Brink’s Home Security, Inc., The Xxxxxxx Works, Siemens A.G., United Technologies, Inc. and their respective subsidiaries, affiliates and successors. Nothing in this section shall prohibit Executive from owning for investment purposes an aggregate of up to 3% of the publicly traded securities of any corporation listed on the New York Stock Exchange or American Stock Exchange or whose securities are quoted on the NASDAQ National Market. Notwithstanding anything which may be to the contrary herein, Executive shall not refiningbe required to cease Participation in any business or organization which begins to compete with the Company subsequent to the time Executive commences such Participation, provided that such business or organization began to compete with the Company through no action, assistance, or plan of Executive. It is the desire and intent of the parties that the provisions of this Section 6 shall be enforced under the laws and public policies applied in each jurisdiction in which enforcement is sought. Accordingly, if any particular provision of this Section 6 is adjudicated to be invalid or unenforceable or shall for any reason be held to be excessively broad as to duration, geographic scope, activity or subject, it shall be construed by limiting and reducing it, so as to be enforceable to the extent compatible with applicable law and such provision shall be deemed modified and amended to the extent necessary to render such provision enforceable in such jurisdiction. If Executive challenges the enforceability of the provisions of this Section 6 in whole or in part as to any Competitors, Executive shall, immediately upon such challenge, forfeit any right to any payments and benefits under Section 5(a) crude oil or natural gas5(b) that she has not already received.

Non-Competition. By and in consideration of the Company’s entering into this Employment Agreement and the payments to be made and benefits to be provided by the Company hereunder, and in further consideration of the Executive’s exposure to the Confidential Information of the Company and its affiliates, the Executive agrees that the Executive shall not, during the Executive’s employment with the Company (whether during the Term or thereafter) and for a period of twelve eighteen (1218) months thereafter (the “Restriction Period”), directly or indirectlyindirectly (other than in connection with carrying out his responsibilities for the Company and its affiliates), own, manage, operate, join, control, be employed by, or participate in the ownership, management, operation or control of, or be connected in any manner with, including, without limitation, holding any position as a stockholder, director, officer, consultant, independent contractor, employee, partner, or investor in, any Restricted Enterprise (as defined below); provided, that in no event shall ownership of one three percent (13%) or less of the outstanding securities of any class of any issuer whose securities are registered under the Securities Exchange Act of 1934, as amended, standing alone, be prohibited by this Section 4.2, so long as the Executive does not have, or exercise, any rights to manage or operate the business of such issuer other than rights as a stockholder thereof. For purposes of this paragraph, “Restricted Enterprise” shall mean any Person that is actively engaged in any geographic area in which the Company or any of its subsidiaries operates or markets in any business which is either (i) in material competition with the business of the Company or any of its Subsidiaries subsidiaries (i) conducted during the preceding twelve (12) months (or following the Executive’s termination of employment, the twelve (12) months preceding the date of termination of the Executive’s employment with the Company) or (ii) proposed to be conducted by the Company or any of its Subsidiaries subsidiaries in the Company’s business plan as in effect at that time (or following the Executive’s termination of employment, the business plan as in effect as of the date of termination of the Executive’s employment with the Company); provided, that (x) with respect to any Person that is actively engaged in the refinery business, a Restricted Enterprise shall only include such a Person that operates or markets in any geographic area in which the Company or any of its Subsidiaries operates or markets with respect to its refinery business and (y) with respect to any Person that is actively engaged in the fertilizer business, a Restricted Enterprise shall only include such a Person that operates or markets in any geographic area in which the Company or any of its Subsidiaries operates or markets with respect to its fertilizer business. During the Restriction Period, upon request of the Company, the Executive shall notify the Company of the Executive’s then-current employment status. For the avoidance of doubt, a Restricted Enterprise shall not include any Person or division thereof that is engaged in the business of supplying (but not refining) crude oil or natural gas.

Non-Competition. By While the Executive is employed and in consideration of for a period following the Company’s entering into this Employment Agreement and the payments to be made and benefits to be provided by the Company hereunder, and in further consideration termination of the Executive’s exposure 's employment equal to the Confidential Information of the Company and its affiliatesNon-Competition Restricted Period (as defined below), the Executive agrees that the Executive shall not, during whether individually as a director, manager, member, stockholder, partner, owner, employee, consultant or agent of any business, or in any other capacity, other than on behalf of the Company, organize, establish, own, operate, manage, control, engage in, participate in, invest in, permit his name to be used by, act as a consultant or advisor to, render services for (alone or in association with any person, firm, corporation or business organization), or otherwise assist any person or entity that engages in or owns, invests in, operates, manages or controls any venture or enterprise which engages or proposes to engage in any business conducted by the Company or its subsidiaries (x) on the date of the Executive’s 's termination of employment with (including, without limitation, any business which the Company or its subsidiaries has specific plans to conduct in the future and as to which the Executive is aware) or (whether during the Term or thereaftery) and for a period of within twelve (12) months thereafter prior to the Executive's termination of employment with the Company, in each case, in the geographic locations where the Company or its subsidiaries engage or propose to engage in such business (the “Restriction Period”"Competitive Business"). Notwithstanding the foregoing, the Executive may, directly or indirectly, indirectly own, managesolely as an investment, operate, join, control, be employed by, or participate in the ownership, management, operation or control of, or be connected in any manner with, including, without limitation, holding any position as a stockholder, director, officer, consultant, independent contractor, employee, partner, or investor in, any Restricted Enterprise (as defined below); provided, that in no event shall ownership of one percent (1%) or less of the outstanding securities of any class of any issuer whose securities are registered under the Securities Exchange Act of 1934firm, as amendedpartnership, standing alonejoint venture, be prohibited by this Section 4.2association, so long as the Executive does not havecorporation or other business organization, entity or exercise, any rights to manage or operate the business of such issuer other than rights as a stockholder thereof. For purposes of this paragraph, “Restricted Enterprise” shall mean any Person that is actively enterprise engaged in any business which is either (i) in competition with the business of the Company which are publicly traded on a national or regional stock exchange or on the over-the-counter market if the Executive is not a controlling person of, or a member of a group which controls, such entity and does not directly or indirectly own 5% or more of any class of its Subsidiaries conducted during securities of such entity. Should any provision of this Section 5.2 conflict with the preceding twelve (12) months (or following provisions of any other written agreement between the Company and the Executive’s termination , this Section 5.2 shall govern. For the purposes of employmentthis Employment Agreement, the twelve (12) months preceding the date of termination of the Executive’s employment with the Company) or (ii) proposed to be conducted by the Company or any of its Subsidiaries in the Company’s business plan as in effect at that time (or following the Executive’s termination of employment, the business plan as in effect as of the date of termination of the Executive’s employment with the Company); provided, that term Non-Competition Restricted Period shall mean (x) with respect the period the Executive is entitled to any Person that is actively engaged in receive payments or benefits pursuant to Section 4.4 hereof, if the refinery business, a Restricted Enterprise shall only include such a Person that operates Executive's employment terminates without Cause or markets in any geographic area in which if the Company or any of its Subsidiaries operates or markets with respect to its refinery business Executive terminates his employment for Good Reason and (y) with respect to a period of one year if the executive's employment hereunder terminates for any Person that is actively engaged in the fertilizer business, a Restricted Enterprise shall only include such a Person that operates or markets in any geographic area in which the Company or any of its Subsidiaries operates or markets with respect to its fertilizer business. During the Restriction Period, upon request of the Company, the Executive shall notify the Company of the Executive’s then-current employment status. For the avoidance of doubt, a Restricted Enterprise shall not include any Person or division thereof that is engaged in the business of supplying (but not refining) crude oil or natural gas.other reason..

Non-Competition. By and in consideration of the Company’s Company entering into this Employment Agreement and the payments to be made and benefits to be provided by the Company hereunderAgreement, and in further consideration of the Executive’s 's exposure to the Confidential Information of the Company and its affiliatesEmployment employment Information, the Executive Exec utive agrees that the Executive shall not, during the Executive’s employment with the Company (whether during the Term or thereafter) Period and for a period of twelve (12) 24 months thereafter after the Executive's termination of for any reason (the “''Restriction Period”"), directly or indirectly, own, manage, operate, join, control, be employed by, or participate in the ownership, management, operation or control of, or be connected in any manner with, including, without limitation, holding any position as a stockholder, director, officer, consultant, independent contractor, employee, partner, or investor in, any Restricted Enterprise (as defined below); provided, that that, in no event shall (X) ownership by the Executive of one two percent (1%) or less of the outstanding securities of any class of any issuer whose securities are registered under the Securities Exchange Act of 1934I 934, as amended, standing alone, be prohibited by this Section 4.2, so long as the Executive does not have, or exercise, any rights to manage or operate the business of such issuer other than rights as a stockholder thereofshareholder thereof or (Y) being employed by an entity, standing alone, be prohibited by this Section 4.2, so long as the entity has more than one discrete and readily distinguishable part of its business and the Executive's duties are not at or involving the part of the entity's business that is actively engaged in a Restricted Enterprise. For purposes of this paragraph, “''Restricted Enterprise” " shall mean any Person that is actively engaged engaged, directly or indirectly, in any (or intends or proposes to engage in, or has been organized for the purpose of engaging in) a business which is either (i) in competition with the a business of the Company or any of its Subsidiaries conducted during the preceding twelve (12) months (or following the Executive’s termination of employment, the twelve (12) months preceding the date of termination of the Executive’s employment with the Company) or (ii) proposed to be conducted by the Company or any of its Subsidiaries in the Company’s business plan as in effect at that time (or following the Executive’s termination of employment, the business plan as in effect as of the date of termination of the Executive’s employment with the Company); provided, that (x) with respect to any Person that is actively engaged in the refinery business, a Restricted Enterprise shall only include such a Person that operates or markets in any geographic area in which the Company or any of its Subsidiaries operates or markets with respect to its refinery business and (y) with respect to any Person that is actively engaged in the fertilizer business, a Restricted Enterprise shall only include such a Person that operates or markets in any geographic area in which the Company or any of its Subsidiaries operates or markets with respect to its fertilizer business. During the Restriction Period, upon request of the Company, Parent or any of their subsidiaries, which on the Executive shall notify the Company of the Executive’s then-current employment status. For the avoidance of doubt, a Restricted Enterprise shall not include any Person or division thereof that date hereof is engaged in the business of supplying providing to Medicare and managed care beneficiaries those medical products and services (but not refining) crude oil or natural gas.including marketing, insurance agent training and licensing, member enrolhnent and service, distribution and billing and collections, to Medicare Part D prescription drug plan providers and other Medicare benefits sponsors), and any other business commenced by the Company after the date hereof, that the Company is providing in any country 7

Non-Competition. By (i) Seller, on its behalf and in consideration on behalf of the Company’s entering into this Employment Agreement its affiliates and the payments to be made and benefits to be provided by the Company hereundersubsidiaries, and in further consideration of the Executive’s exposure to the Confidential Information of the Company and its affiliatesagrees that, the Executive agrees that the Executive shall not, during the Executive’s employment with the Company (whether during the Term or thereafter) and for a period of twelve ten (1210) months thereafter (years after the “Restriction Period”)Closing Date, Seller and its affiliates shall not, directly or indirectly, ownengage in (1) the production, manage, operate, join, control, be employed bymarketing or sale of bakery products, or participate (2) the manufacture, marketing or sale of flour, in each case in Puerto Rico or with respect to customers in Puerto Rico (the ownership"Restricted Business"), management, operation or control acquire any equity securities of, or be connected make any loan to, or enter into any joint venture or similar agreement with, any person engaged in the Restricted Business in Puerto Rico or with respect to customers in Puerto Rico; provided, however, that this clause (i)(2) shall not prohibit (A) any minority investment in any manner with, including, without limitation, holding any position entity that is not engaged in the Restricted Business as a stockholdermaterial line of business, director, officer, consultant, independent contractor, employee, partner(B) any joint venture for which the Restricted Business is not a material line of business or (C) any investment representing less than 5% of the ownership in a publicly traded company in the management of which Seller does not participate. This covenant (the "Restrictive Covenant") shall cease to have any effect with respect to the business described in clause (i)(2) above if Mr. Xxxxx Xxxxxxxx, or investor inhis lineal descendants, persons who are members of the management of the Business on the Closing Date, or any Restricted Enterprise person or entity acquiring an interest in the Business as a result of a foreclosure or work-out of the acquisition financing shall at any time cease to own, directly or indirectly, a controlling interest in the "Business" (as defined belowin the Asset Purchase Agreement relating to the acquisition of Harinas de Puerto Rico, Inc.); provided, that in no event shall ownership of one percent (1%) or less of the outstanding securities of any class of any issuer whose securities are registered under the Securities Exchange Act of 1934, as amended, standing alone, be prohibited by this Section 4.2, so long as the Executive does not have, or exercise, any rights to manage or operate the business of such issuer other than rights as a stockholder thereof. For purposes of this paragraph, “Restricted Enterprise” shall mean any Person that is actively engaged in any business which is either (i) in competition with the business of the Company or any of its Subsidiaries conducted during the preceding twelve (12) months (or following the Executive’s termination of employment, the twelve (12) months preceding the date of termination of the Executive’s employment with the Company) or (ii) proposed The parties agree that if any court of competent jurisdiction determines that the Restrictive Covenant or any part thereof is invalid or unenforceable, the remainder of the Restrictive Covenant shall not thereby be affected and shall be given full effect, without regard to the invalid portions. Furthermore, if any portion of the Restrictive Covenant, or the application of any portion of the Restrictive Covenant to any person or circumstances, shall be held invalid or unenforceable by any court of competent jurisdiction, the remaining portion of the Restrictive Covenant, or the application of such portion of the Restrictive Covenant to persons or circumstances other than those as to which it is held invalid or unenforceable, shall not be affected thereby. In either of the foregoing cases, the parties agree that they will amend the terms of the Restrictive Covenant or portion thereof so determined to be conducted by the Company invalid or any of its Subsidiaries unenforceable, but only in the Company’s business plan as in effect at that time most minimal manner necessary to make such terms comply with the determination of such court. (iii) If Seller breaches, or following the Executive’s termination of employmentthreatens to commit a breach of, the business plan as Restrictive Covenant, Buyers shall have the right to have the Restrictive Covenant specifically enforced by any court of competent jurisdiction, it being acknowledged and agreed that any such breach or threatened breach will cause irreparable injury to Buyers and that money damages will not provide an adequate remedy to Buyers. Such right of specific performance shall be independent of, and in effect as of the date of termination of the Executive’s employment with the Company); providedaddition to, that (x) with respect and not in lieu of, any other rights and remedies available to any Person that is actively engaged Buyer at law or in the refinery business, a Restricted Enterprise shall only include such a Person that operates or markets in any geographic area in which the Company or any of its Subsidiaries operates or markets with respect to its refinery business and (y) with respect to any Person that is actively engaged in the fertilizer business, a Restricted Enterprise shall only include such a Person that operates or markets in any geographic area in which the Company or any of its Subsidiaries operates or markets with respect to its fertilizer business. During the Restriction Period, upon request of the Company, the Executive shall notify the Company of the Executive’s then-current employment status. For the avoidance of doubt, a Restricted Enterprise shall not include any Person or division thereof that is engaged in the business of supplying (but not refining) crude oil or natural gasequity.

Non-Competition. By and in consideration of the Company’s entering into this Employment Agreement and the payments to be made and benefits to be provided by the Company hereunder, and in further consideration of the Executive’s exposure to the Confidential Information of the Company and its affiliates, the Executive agrees that the Executive shall not, during the Executive’s employment with the Company (whether during During the Term or thereafter) and for a period of twelve one (121) months thereafter year thereafter, Executive, without the prior written permission of the Company, shall not, within the United States of America, (the “Restriction Period”), directly or indirectly, own, manage, operate, join, control, i) be employed by, or participate in the ownershiprender any services to a “Competitive Business”. The term “Competitive Business” shall be defined to mean any person, management, operation or control offirm, or be connected in any manner with, including, without limitation, holding any position as a stockholder, director, officer, consultant, independent contractor, employee, partner, or investor in, any Restricted Enterprise corporation which meets two criteria: (as defined below); provided, that in no event shall ownership of one percent (1%a) or less of the outstanding securities of any class of any issuer whose securities are registered under the Securities Exchange Act of 1934, as amended, standing alone, be prohibited by this Section 4.2, so long as the Executive does not have, or exercise, any rights to manage or operate the business of such issuer other than rights as a stockholder thereof. For purposes of this paragraph, “Restricted Enterprise” shall mean any Person that is actively engaged in any business which is either (i) directly in competition with the any “material” business of the Company or any of its Subsidiaries conducted during the preceding twelve (12) months (or following the Executive’s termination of employment, the twelve (12) months preceding the date of termination of the Executive’s employment with the Company) or (ii) proposed to be conducted by the Company or any of its Subsidiaries in subsidiaries at the Company’s business plan as in effect at that time of termination and (or following the Executive’s termination b) a “material” part of employment, the business plan as conducted by that person, firm, or corporation is directly in effect as of the date of termination of the Executive’s employment competition with the Company); provided, that (x) with respect to any Person that is actively engaged in the refinery business, a Restricted Enterprise shall only include such a Person that operates or markets in any geographic area in which the Company or any of its Subsidiaries operates subsidiaries (as used herein “material” means a business which generated at least 30% of the Company’s consolidated revenues for the last full fiscal year for which audited financial statements are available, or markets with respect if the term is used in reference to a business other than the Company, “material” means a business which generated at least 30% of that company’s consolidated revenues for the last full fiscal year for which audited financial statements are available.). The definition of Competitive Business notwithstanding, for any division or subsidiary of an entity which would otherwise have been a non-Competitive Business, if that division or subsidiary meets criterion (a) of the definition of Competitive Business, that division or subsidiary will be deemed to be a Competitive Business); provided, however, and notwithstanding anything to the contrary, beginning after the Executive is no longer employed by the Company, Executive may provide services to a non-Competitive Business; (ii) engage in any Competitive Business for his or its refinery business own account; (iii) have an economic interest in any Competitive Business as an individual, partner, shareholder, creditor, director, officer, principal, agent, employee, trustee, consultant, advisor or in any other relationship or capacity, provided, however, and (y) with respect notwithstanding anything to any Person that the contrary beginning after the Executive is actively engaged no longer employed by the Company, Executive may provide services to a non-Competitive Business. Notwithstanding anything to the contrary, nothing in the fertilizer businessprior clause (iii) shall prevent the Executive from taking a role with a Venture Capital firm or Private Equity firm that has an economic interest in a Competitive Business, a Restricted Enterprise shall only include provided that the Executive agrees to recuse himself from any and all discussions related to such a Person that operates Competitive Business.; (iv) employ or markets in retain, or have or cause any geographic area in other person or entity to employ or retain, any person who was employed or retained by the Company while Executive was employed by the Company (other than Executive’s personal secretary and assistant) at the time of termination and within the six months immediately preceding the date on which the Company Executive is to retain or employ any such person.; or (v) solicit, interfere with, or endeavor to entice away from the Company, for the benefit of a Competitive Business, any of its Subsidiaries operates customers or markets other persons with respect to its fertilizer business. During the Restriction Period, upon request of the Company, the Executive shall notify whom the Company has a contractual relationship. Notwithstanding anything to the contrary herein Section 5.4 (v) shall not place any limitations on the Executive’s ability to maintain his relationships with the people who work for customers or with whom the Company has a contractual relationship. Notwithstanding anything to the contrary herein Section 5.4 (iv) shall not apply to members of the Executive’s then-current employment statusimmediate family (meaning spouse, siblings and descendants). For Notwithstanding the avoidance foregoing, nothing in this Agreement shall preclude Executive from investing his personal assets in any manner he chooses, provided, however, that Executive may not, during the period referred to in this Section 5.4, own more than 10% of doubt, a Restricted Enterprise shall not include the equity securities of any Person or division thereof that is engaged in the business of supplying (but not refining) crude oil or natural gas.Competitive Business other than those set forth on Exhibit A.

Non-Competition. By and in consideration of Following the Company’s entering into this Employment Agreement and the payments to be made and benefits to be provided by the Company hereunder, and in further consideration of the Executive’s exposure to the Confidential Information of the Company and its affiliates, the Executive agrees that the Executive shall not, during the Executive’s employment with the Company (whether during the Term or thereafter) Closing Date and for a period of twelve five (125) months years thereafter (the “Restriction Period”"NON-COMPETITION PERIOD"), the Seller shall not, directly or indirectly: (a) engage in any business or activity that competes with the Company, anywhere in the United States; (b) operate or control the operation of any data center business, or other business that competes with any business unit of the Company, within a fifty (50) mile radius, measured by automobile, of any colocation facility owned and controlled, directly or indirectly, own, manage, operate, join, control, be employed by, by the Purchaser on the Closing Date (c) enter the employ of any person or participate in the ownership, management, operation or control of, or be connected entity engaged in any manner withbusiness or activity that competes with the Business or render any consulting or other services to any person or entity for use in or with the effect of competing with the Business; or (d) have an interest in any business or activity that competes with the Business, in any capacity, including, without limitation, holding any position as a an investor, partner, stockholder, officer, director, officerprincipal, consultant, independent contractoragent, employee, partneror creditor; PROVIDED, or investor in, any Restricted Enterprise (as defined below); providedHOWEVER, that in no event nothing herein shall prevent the purchase or ownership by the Seller of one percent (1%) or less than 3% of the outstanding equity securities of any class of any issuer whose securities are of a company registered under Section 12 of the Securities and Exchange Act of 1934, as amended, standing alone, be prohibited by . Notwithstanding anything to the contrary contained in this Section 4.28, so long as his Employment Agreement or the Executive does not haveConfidentiality, or exerciseInventions and Non-Compete Agreement, any rights to manage or operate the business of such issuer other than rights as a stockholder thereof. For purposes of this paragraphSeller may, “Restricted Enterprise” shall mean any Person that is actively engaged in any business which is either upon (i) in competition with the business termination of employment by the Company or any of its Subsidiaries conducted during the preceding twelve without Cause (12) months (or following the Executive’s termination of employmentas defined in his Employment Agreement), the twelve (12) months preceding the date of termination of the Executive’s employment with the Company) or (ii) proposed to expiration of the Employment Term (as defined in his Employment Agreement), be conducted employed by an enterprise company as an in-house member of the Company or any of its Subsidiaries information technology department so long as such company is not engaged, and does not become engaged, in the Company’s business plan as in effect at that time (or following the Executive’s termination of employmentBusiness; PROVIDED, the business plan as in effect as of the date of termination of the Executive’s that, prior to commencing employment with the Company); providedany such company, that (x) Seller shall deliver written notice to such company, with respect a copy to any Person that is actively engaged in the refinery business, a Restricted Enterprise shall only include such a Person that operates or markets in any geographic area in which the Company or any of its Subsidiaries operates or markets with respect to its refinery business and (y) with respect to any Person that is actively engaged in the fertilizer business, a Restricted Enterprise shall only include such a Person that operates or markets in any geographic area in which the Company or any of its Subsidiaries operates or markets with respect to its fertilizer business. During the Restriction Period, upon request of the Company, of his obligations hereunder and under the Executive shall notify the Company terms of the Executive’s then-current employment status. For the avoidance of doubthis Confidentiality, a Restricted Enterprise shall not include any Person or division thereof that is engaged in the business of supplying (but not refining) crude oil or natural gasInventions and Noncompete Agreement.

Non-Competition. By and in consideration of the Company’s entering into this Employment Agreement and the payments to be made and benefits to be provided by the Company hereunder, and in further consideration of the Executive’s exposure to the Confidential Information of the Company and its affiliates, the Executive agrees that the Executive shall not, during During the Executive’s employment with the Company (whether during the Term or thereafter) and for and, upon a period of twelve (12) months thereafter (the “Restriction Period”), directly or indirectly, own, manage, operate, join, control, be employed by, or participate in the ownership, management, operation or control of, or be connected in any manner with, including, without limitation, holding any position as a stockholder, director, officer, consultant, independent contractor, employee, partner, or investor in, any Restricted Enterprise (as defined below); provided, that in no event shall ownership of one percent (1%) or less of the outstanding securities of any class of any issuer whose securities are registered under the Securities Exchange Act of 1934, as amended, standing alone, be prohibited by this Section 4.2, so long as the Executive does not have, or exercise, any rights to manage or operate the business of such issuer other than rights as a stockholder thereof. For purposes of this paragraph, “Restricted Enterprise” shall mean any Person that is actively engaged in any business which is either (i) in competition with the business of the Company or any of its Subsidiaries conducted during the preceding twelve (12) months (or following the Executive’s termination of employment, the twelve (12) months preceding the date of termination of the Executive’s employment with the Company for any reason whatsoever, subject to Section 8(e), during the eighteen (18)-month period following the Date of Termination, or, if eighteen (18) months is determined by a reviewing court to be unenforceable with respect to this Section 8(a), then for twelve (12) months following the Date of Termination, the Executive shall not, without the prior written consent of the Company, directly or indirectly, as a stockholder owning beneficially or of record more than one percent (1%) of the outstanding shares of any class of stock of any issuer, or as an officer, director, employee, partner, member, consultant, joint venture partner, proprietor, or otherwise, engage in or have a financial interest in any Competing Business in (x) the United States or in any other jurisdiction in which the Company is actively engaged in business or with respect to which, at the time of the Executive’s action (or, if the Executive is not an employee of the Company at such time, the date his employment with the Company terminated), the Company had taken material steps toward becoming actively engaged in such business, or (y) if clause (x) of this Section 8(a) is determined by a reviewing court to be unenforceable, then (y) any state within the United Sates in which the Company is actively engaged in business. For purposes of this Section 8(a), the term “Competing Business” shall mean any business which is substantially and materially engaged in (i) the purchasing, managing, financing, leasing or selling of, or raising capital for investment funds or vehicles established to invest in, net lease commercial properties (each, a “Competing Activity”) or (ii) proposed any other activity which is material to be conducted by the Company or any of its Subsidiaries that it is engaged in the Company’s business plan as in effect at that time (or following the Executive’s termination of employment, the business plan as in effect as of the date Date of termination Termination. The Company and the Executive acknowledge and agree that the provisions of this Section 8(a) are intended to protect the legitimate business interests of the Executive’s Company and not to restrain the ability of Executive to obtain gainful employment. The Company agrees that the provisions of this Section 8(a) shall not preclude the Executive from (i) serving as a director of a publicly traded real estate investment trust or similar entity during the term of his employment with subject to the Company); providedconsent of the Board, that (xii) with respect to any Person that is actively engaged making or maintaining a passive investment in the refinery business, a Restricted Enterprise shall only include such a Person that operates or markets in any geographic area in which the Company or any diversified company having not more than 10% of its Subsidiaries operates sales (based on its latest published annual audited financial statements) attributable to a Competing Business; (iii) providing any services, advice or markets with respect personal assistance to its refinery a family office or family member; (iv) fulfilling any obligation pursuant to the Agreement; (v) any actions on the part of the Executive which are in good faith intended to further the business and (y) with respect to any Person that is actively engaged in the fertilizer business, a Restricted Enterprise shall only include such a Person that operates or markets in any geographic area in which the Company or any of its Subsidiaries operates or markets with respect to its fertilizer business. During the Restriction Period, upon request operations of the Company, the Executive shall notify the Company ; or (vi) working for a buyer of the Executive’s then-current employment status. For the avoidance all or substantially all of doubt, a Restricted Enterprise shall not include any Person or division thereof that is engaged in the business of supplying (but not refining) crude oil or natural gasthe Company immediately after the transfer thereof.

Non-Competition. By and in (a) In consideration of (i) the Company’s entering into this Employment Agreement and consummation of the transactions contemplated by the Purchase Agreement, including the payments to be made and benefits to be provided by the Company hereunderto Xx. XxXxxxx thereunder, and in further consideration (ii) the payment to be made by the Company to Xx. XxXxxxx pursuant to Section 2 hereof, Xx. XxXxxxx covenants and agrees that, for a period beginning on the date of this Agreement and expiring on the second anniversary of the Executive’s exposure to last date on which Xx. XxXxxxx'x employment with the Confidential Information of the Company and its affiliatesCompany, the Executive agrees that buyer or either of their respective subsidiaries terminates for any reason (the Executive "Termination Date"), he shall not, during without the Executive’s employment with express prior written consent of the Company (whether during the Term or thereafter) and for a period of twelve (12) months thereafter (the “Restriction Period”)Company, directly or indirectly, own, manage, operate, join, control, be employed by, or participate anywhere in the ownership, management, operation or control of, or be connected Restricted Area (as defined below) (A) engage in any manner withactivity in the Designated Industry (as defined below) or (B) engage, includingparticipate or invest in or assist (whether as owner, without limitationpart-owner, holding any position as a stockholdershareholder, partner, member, director, officer, consultant, independent contractortrustee, employee, partneragent or consultant, or investor inin any other capacity) any business organization whose activities, any Restricted Enterprise (as defined below)products or services are in the Designated Industry; provided, -------- however, that Xx. XxXxxxx may make passive investments in no event shall ownership a competitive ------- enterprise, the shares of which are publicly traded, if Xx. XxXxxxx'x aggregate investment in such enterprise constitutes less than one percent (1%) or less of the outstanding securities of any class of any issuer whose securities are registered under the Securities Exchange Act of 1934, as amended, standing alone, be prohibited by this Section 4.2, so long as the Executive does not have, or exercise, any rights to manage or operate the business equity ownership of such issuer other than rights as a stockholder thereofenterprise. For purposes of this paragraphWithout implied limitation, “Restricted Enterprise” the foregoing non-competition covenant shall mean any Person that is actively engaged in any business which is either prohibit Xx. XxXxxxx from (i) in competition with the business hiring, attempting to hire or otherwise soliciting, for or on behalf of any entity or person, any officer or other employee of the Company or any of its Subsidiaries conducted during the preceding twelve Affiliates (12) months (as defined below), or following the Executive’s termination of employmentauthorizing or approving any such action by any other person, the twelve (12) months preceding the date of termination of the Executive’s employment with the Company) or (ii) proposed encouraging for or on behalf of any entity or person any officer or other employee to be conducted by terminate his or her relationship or employment with the Company or any of its Subsidiaries in the Company’s business plan as in effect at that time Affiliates, (iii) soliciting for or following the Executive’s termination on behalf of employment, the business plan as in effect as any entity or person any customer of the date of termination of the Executive’s employment with the Company); provided, that (x) with respect to any Person that is actively engaged in the refinery business, a Restricted Enterprise shall only include such a Person that operates or markets in any geographic area in which the Company or any of its Subsidiaries operates or markets with respect to its refinery business Affiliates and (yiv) with respect diverting to any Person that is actively engaged in the fertilizer business, a Restricted Enterprise shall only include such a Person that operates entity or markets in person any geographic area in which customer of the Company or any of its Subsidiaries operates or markets with respect to its fertilizer business. During the Restriction Period, upon request of the Company, the Executive shall notify the Company of the Executive’s then-current employment status. For the avoidance of doubt, a Restricted Enterprise shall not include any Person or division thereof that is engaged in the business of supplying (but not refining) crude oil or natural gasAffiliates.

Non-Competition. By 6.4.1 Delphi undertakes and in consideration of the Company’s entering into this Employment Agreement and the payments to be made and benefits to be provided by the Company hereunder, and in further consideration of the Executive’s exposure to the Confidential Information of the Company and its affiliates, the Executive agrees with Buyer Parent that the Executive shall not, during the Executive’s employment with the Company (whether during the Term or thereafter) and for a period of twelve four (124) months thereafter years after the Closing Date, except with the consent of Buyer Parent, Delphi will not, and will procure that each Affiliate of Delphi will not, either on its own account or in conjunction with or on behalf of any person, firm or company, whether by sales, marketing or other activities, carry on or be engaged, whether as a shareholder, licensor of Intellectual Property, director, employee, partner or agent in carrying on any business which is engaged in the design, development, manufacture, remanufacture or sale of Products as carried on by the Business at the Closing Date (a “Competitive Business“); provided, however, that the “Restriction Period”)restrictions contained in this Section 6.4.1 will not prohibit, in any way: (i) the acquisition of a controlling interest or merger with any Person, or a division or business unit thereof, which is not primarily engaged in a Competitive Business, provided that, Delphi will use commercially reasonable efforts to divest, as soon as practicable after such acquisition or merger, any portion of the business of such Person that constitutes a Competitive Business if the Competitive Business accounts for more than $250,000,000 in annual sales; (ii) the acquisition by Delphi or any of its Affiliated companies, directly or indirectly, own, manage, operate, join, control, be employed byof a non-controlling ownership interest in any Person or a division or business unit thereof, or participate any other entity engaged in a Competitive Business, if the ownership, management, operation or control of, or be connected in any manner with, including, without limitation, holding any position as a stockholder, director, officer, consultant, independent contractor, employee, partner, or investor in, any Restricted Enterprise Competitive Business accounts for fifteen (as defined below); provided, that in no event shall ownership of one percent (115%) percent or less of the outstanding securities sales or fifteen (15%) percent or less of any class the value of any issuer whose securities are registered under the Securities Exchange Act of 1934, as amended, standing alone, be prohibited by this Section 4.2, so long as acquired business at the Executive does not have, or exercise, any rights to manage or operate the business date of such issuer other than rights as a stockholder thereof. For purposes of this paragraph, “Restricted Enterprise” shall mean any Person that acquisition (whichever is actively engaged in any business which is either the greater); (iiii) in competition with the business of the Company acquisition by Delphi or any of its Subsidiaries conducted during Affiliated companies, directly or indirectly, of less than five (5%) percent of the preceding twelve publicly traded stock of any Person engaged in a Competitive Business; (12iv) months (or following the Executive’s termination provision of employmentconsulting services to, the twelve license of any technology that Delphi or any Delphi Affiliate owns or has license to use to, or the financing (12on its own behalf or on behalf of any other Person) months preceding of any Person for the date purpose of termination designing or manufacturing on behalf of Delphi or any Delphi Affiliate or selling to Delphi or any Delphi Affiliate components and parts for automotive applications, other than the Executivecurrent or future Products; (v) consistent with Delphi’s employment with the Company) troubled supplier practices, any direct or indirect activities of Delphi or any Delphi Affiliate to advise, operate, manage or finance a troubled supplier of Delphi or its Affiliates; or (iivi) proposed to be any business or activity conducted by the Company Delphi or any Affiliate, joint venture (including KDAC), subsidiary or division of its Subsidiaries in Delphi (excluding the Company’s business plan as in effect at that time (or following the Executive’s termination of employment, the business plan as in effect Business) and any natural extensions thereof as of the date Closing Date (each of termination which will be deemed not to breach this Section 6.4.1), including: (a) any activity conducted by KDAC; (b) the design, development, manufacture, remanufacture, or sale of sub-components of the Executive’s employment with type set forth on Schedule 6.4.1 of the Company); provided, Products and of integrated vehicle controllers containing steering functionality (provided that (x) with respect to any Person that is actively engaged Delphi will be restricted from using the steering algorithms included in the refinery business, a Restricted Enterprise shall only include Purchased Intellectual Property for such a Person that operates or markets in any geographic area in which the Company or any of its Subsidiaries operates or markets with respect to its refinery business purposes) ; and (yc) with respect to any Person that is actively engaged the sale and distribution of Products in the fertilizer business, a Restricted Enterprise shall only include such a Person that operates or markets in any geographic area in which the Company or any of its Subsidiaries operates or markets with respect to its fertilizer business. During the Restriction Period, upon request of the Company, the Executive shall notify the Company of the Executive’s then-current employment status. For the avoidance of doubt, a Restricted Enterprise shall not include any Person or division thereof that is engaged in the business of supplying (but not refining) crude oil or natural gasindependent aftermarket.

Non-Competition. By Each of RM and in consideration of the Company’s entering into this Employment Agreement and the payments to be made and benefits to be provided by the Company hereunder, and in further consideration of the Executive’s exposure to the Confidential Information of the Company and its affiliates, the Executive agrees that the Executive KS shall not, for a period of one year following the Effective Time, or if employed by or otherwise engaged to provide services to Fairfield or any of its Subsidiaries or elected to the Board of Directors of Fairfield, during such employment, engagement, or tenure on the Executive’s employment with the Company (whether during the Term or thereafter) Board of Directors and for a period of twelve (12) months thereafter (one year after the “Restriction Period”)termination of that employment, engagement, or tenure on the Board of Directors, directly or indirectly, own, manage, operate, join, control, be employed by, engage in or participate in the ownership, management, operation or control of, or be connected have any interest in any manner withsole proprietorship, includingpartnership, without limitationcorporation, holding limited liability company, firm, association or business or any position other person or entity (whether as a stockholderan employee, officer, director, officer, consultant, independent contractor, employee, partner, member, agent, security holder, creditor, consultant or investor inotherwise) that, any Restricted Enterprise (as defined below); provideddirectly or indirectly, that engages in no event shall sales of leads for vacation ownership marketing, marketing or sales of one percent (1%) or less of the outstanding securities of any class of any issuer whose securities are registered under the Securities Exchange Act of 1934vacation ownership interests, as amendedtimeshares, standing alonetravel certificates, be prohibited by this Section 4.2, so long as the Executive does not havevacation packages, or exercise, other travel or vacation related services or products and any rights to manage other business or operate activity in which Vacation Break and its Subsidiaries is engaged (the business of such issuer other than rights as a stockholder thereof. For purposes of this paragraph, “Restricted Enterprise” shall mean any Person that is actively engaged in any business which is either (i"Business") in competition with the business State of the Company or any of its Subsidiaries conducted during the preceding twelve (12) months (or following the Executive’s termination of employment, the twelve (12) months preceding the date of termination of the Executive’s employment with the Company) or (ii) proposed to be conducted by the Company or any of its Subsidiaries in the Company’s business plan as in effect at that time (or following the Executive’s termination of employment, the business plan as in effect as of the date of termination of the Executive’s employment with the Company); provided, that (x) Florida with respect to any Person that is actively engaged in the refinery businessmarketing or sales of vacation ownership interests or timeshares, a Restricted Enterprise shall only include such a Person that operates or markets and in any geographic area in which the Company or any of Vacation Break and its Subsidiaries operates or markets presently conduct any part of the Business with respect to its refinery all other aspects of the Business that are conducted in that area; provided, however, that each of RM and KS may (i) devote his time and efforts to the business and affairs of companies which are part of Fairfield's consolidated group or (yii) with respect continue to hold securities of Fairfield and/or acquire, solely as an investment, shares of capital stock or other equity securities of any Person that is actively engaged company which are traded on any national securities exchange or are regularly quoted in the fertilizer businessover-the-counter market, so long as he does not control, acquire a Restricted Enterprise shall only include controlling interest in or become a member of a group which exercises direct or indirect control of, more than one percent of any class of capital stock of such a Person corporation; and provided further, however, that operates or markets in any geographic area in which RM's involvement with the Company or any of its Subsidiaries operates or markets with respect to its fertilizer business. During the Restriction Periodrespective businesses as presently conducted, upon request and ownership of the Companycapital stock, of Coconut Bay Resort Properties, Inc. and Intracoastal Resorts, Inc., which have completed the Executive shall notify the Company development of the Executive’s then-current employment status. For the avoidance of doubtproperties owned or managed by such corporations, a Restricted Enterprise and Serenity Homes, Sea America and Serenity shall not include any Person or division thereof that is engaged in the business be deemed to be a violation of supplying (but not refining) crude oil or natural gasthis Section 4(a).

Non-Competition. By and in consideration Because of the Company’s entering into this Employment Agreement legitimate business interest as described herein and the payments good and valuable consideration offered to be made and benefits to be provided by the Company hereunder, and in further consideration of the Executive’s exposure to the Confidential Information of the Company and its affiliates, the Executive agrees that the Executive shall not, during the Executive’s employment with the Company (whether during the Term or thereafter) and for a period of twelve (12) months thereafter one year following the termination of the Executive’s employment (the “Restriction Period”), directly or indirectly, own, manage, operate, join, control, be employed by, or participate the Executive agrees and covenants not to engage in Prohibited Activity in the ownershipdevelopment, managementimplementation, operation operation, supply and marketing of a business, product or control ofservice aggregating third party content publishers and providing them publishing and monetization services (the “Competing Business”). For purposes of this Section 1.4, or be connected “Prohibited Activity” is activity in any manner withwhich the Executive contributes his knowledge directly and specifically as an employee, includingemployer, without limitationowner, holding any position as a stockholderoperator, directormanager, officeradvisor, consultant, independent contractoragent, employee, partner, director, stockholder, officer, volunteer, intern, or investor in, any Restricted Enterprise (as defined below); provided, that other similar capacity to an entity engaged in no event the Competing Business. Nothing herein shall ownership of one prohibit the Executive from purchasing or owning less than five percent (15%) or less of the outstanding publicly traded securities of any class corporation that engages in the Competing Business, provided that such ownership represents a passive investment and that the Executive is not a controlling person of, or a member of a group that controls, such corporation. Notwithstanding the foregoing, the Executive may, without violating this Section, (i) provide services that are unrelated to the Competing Business to any issuer whose securities are registered under entity or person engaged in the Securities Exchange Act of 1934Competing Business, as amendedlong as the Executive is working in a division, standing aloneunit, subsidiary, branch and/or affiliate that is not engaged in the Competing Business; (ii) own securities in any venture capital, private debt or equity investment fund or similar investment entity that holds securities in an entity that may be prohibited engaged in the Competing Business or own, as a passive investment, securities in a privately held entity engaged in the Competing Business, provided that the number of shares of such entity’s securities that are owned beneficially by this Section 4.2Executive represent less than five percent (5%) of the total number of outstanding shares of such entity’s securities; or (iii) work for a venture capital or private equity fund that has portfolio companies that engage in the Competing Business, so long as the Executive does not have, or exercise, any rights to manage or operate actively participate in the business of relationship between such issuer other than rights as a stockholder thereoffund and the portfolio companies that engage in the Competing Business. For purposes of this paragraph, “Restricted Enterprise” shall mean any Person that is actively engaged in any business which is either (i) in competition with the business of the Company or any of its Subsidiaries conducted during the preceding twelve (12) months (or following During the Executive’s termination of employment, employment and after the twelve (12) months preceding the date of termination of the Executive’s employment with the Company for any reason, the Executive agrees and covenants not to use any Confidential Information to engage in any Prohibited Activity. Confidential Information includes, but is not limited to, all information not generally known to the public, in spoken, printed, electronic or any other form or medium, relating directly or indirectly to: business processes, practices, methods, policies, plans, publications, documents, research, operations, services, strategies, techniques, agreements, contracts, terms of agreements, transactions, potential transactions, negotiations, know-how, trade secrets, computer programs, computer software, applications, operating systems, software design, web design, work-in-process, databases, manuals, records, articles, systems, material, sources of material, supplier information, vendor information, financial information, results, legal information, marketing information, advertising information, pricing information, design information, personnel information, suppliers, vendors, developments, reports, sales, revenues, costs, formulae, product plans, designs, styles, models, ideas, inventions, patent, patent applications, original works of authorship, discoveries, specifications, customer information, client information, the Company) , or (ii) proposed its businesses or any existing or prospective customer, supplier, investor or other associated third party, or of any other person or entity that has entrusted information to the Company in confidence. Confidential Information also includes other information that is marked or otherwise identified as confidential or proprietary, or that would otherwise appear to a reasonable person to be conducted confidential or proprietary in the context and circumstances in which the information is known or used. Confidential Information developed by the Executive in the course of the employment of the Executive by the Company shall be subject to the terms and conditions of this Agreement as if the Company furnished the same Confidential Information to the Executive in the first instance This Section 1.4(a) does not, in any way, restrict or impede the Executive from exercising protected rights to the extent that such rights cannot be waived by agreement or from complying with any applicable law or regulation or a valid order of its Subsidiaries in a court of competent jurisdiction or an authorized government agency, provided that such compliance does not exceed that required by the law, regulation, or order. The Executive shall promptly provide written notice of any such order to the Company’s business plan as in effect at that time (CEO, Chief Operating Officer or following the Executive’s termination of employment, the business plan as in effect as of the date of termination of the Executive’s employment with the Company); provided, that (x) with respect to any Person that is actively engaged in the refinery business, a Restricted Enterprise shall only include such a Person that operates or markets in any geographic area in which the Company or any of its Subsidiaries operates or markets with respect to its refinery business and (y) with respect to any Person that is actively engaged in the fertilizer business, a Restricted Enterprise shall only include such a Person that operates or markets in any geographic area in which the Company or any of its Subsidiaries operates or markets with respect to its fertilizer business. During the Restriction Period, upon request of the Company, the Executive shall notify the Company of the Executive’s then-current employment status. For the avoidance of doubt, a Restricted Enterprise shall not include any Person or division thereof that is engaged in the business of supplying (but not refining) crude oil or natural gasPresident.

Non-Competition. By and in consideration of the Company’s entering into this Employment Agreement and the Merger Agreement, and the payments to be made and benefits to be provided by the Company hereunder, and in further consideration of the ExecutiveEmployee’s exposure to the Confidential Information of the Company and its affiliatesEntities, the Executive Employee agrees that the Executive Employee shall not, during the ExecutiveEmployee’s employment with the Company (whether during the Term or thereafter) and thereafter for a period of twelve ending twenty-four (1224) months thereafter following the termination of the Employee’s employment for any reason (the “Restriction Period”), directly or indirectly, own, manage, operate, join, control, be employed by, or participate in the ownership, management, operation or control of, or be connected in any manner with, including, without limitation, holding any position as a stockholder, director, officer, consultant, independent contractor, employeeexecutive, partner, or investor in, any Restricted Enterprise (as defined below); provided, that in no event shall ownership of one three percent (13%) or less of the outstanding securities of any class of any issuer whose securities are registered under the Securities Exchange Act of 1934, as amended, standing alone, be prohibited by this Section 4.2, 2.2 so long as the Executive Employee does not have, or exercise, any rights to manage or operate the business of such issuer other than rights as a stockholder thereof. For purposes of this paragraphSection 2.2, “Restricted Enterprise” shall mean any Person that is actively engaged engaged, in any geographic area in which the Parent, the Company or any of its or their subsidiaries (the “Company Group”) operates or markets, in any business which is either (i) in competition with the business of the Company or any of its Subsidiaries Group (i) conducted during the preceding twelve (12) months (or following the ExecutiveEmployee’s termination of employment, the twelve (12) months preceding the date of termination of the ExecutiveEmployee’s employment with the Company) or (ii) proposed to be conducted by any member of the Company or any of Group in its Subsidiaries in the Company’s business plan as in effect at that time (or following the ExecutiveEmployee’s termination of employment, the business plan as in effect as of the date of termination of the ExecutiveEmployee’s employment with the Company); provided, that (x) with respect to any Person that is actively engaged in the refinery business, a Restricted Enterprise shall only include such a Person that operates or markets in any geographic area in which the Company or any of its Subsidiaries operates or markets with respect to its refinery business and (y) with respect to any Person that is actively engaged in the fertilizer business, a Restricted Enterprise shall only include such a Person that operates or markets in any geographic area in which the Company or any of its Subsidiaries operates or markets with respect to its fertilizer business. During the Restriction Period, upon request of the Company, the Executive Employee shall notify the Company of the ExecutiveEmployee’s then-current employment status. For the avoidance of doubt, a Restricted Enterprise shall not include any Person or division thereof that is engaged in the business of supplying (but not refining) crude oil or natural gas.

Non-Competition. By and in consideration of the Company’s entering into this Employment Agreement and the payments to be made and benefits to be provided by the Company hereunder, and in further consideration of the Executive’s exposure to the Confidential Information of the Company and its affiliatesAffiliates, the Executive agrees that the Executive shall not, during the Executive’s employment with Term and thereafter for the Company period during which the Severance Payments or Supplemental Disability Payments are payable or one (whether during 1) year following the end of the Term if no Severance Payments or thereafter) and for a period of twelve (12) months thereafter Supplemental Disability Payments are payable (the “Restriction Period”), directly or indirectly, own, manage, operate, join, control, be employed by, or participate in the ownership, management, operation or control of, or be connected in any manner with, including, without limitation, holding any position as a stockholder, director, officer, consultant, independent contractor, employee, partner, or investor in, any Restricted Enterprise (as defined below); provided, that in no event shall ownership of one percent (1%) or less of the outstanding securities of any class of any issuer whose securities are registered under the Securities Exchange Act of 1934, as amended, standing alone, be prohibited by this Section 4.2, so long as the Executive does not have, or exercise, any rights to manage or operate the business of such issuer other than rights as a stockholder thereof. For purposes of this paragraph, “Restricted Enterprise” shall mean any Person that is actively engaged in any business which is either (i) in competition with the business of the Company or any of its Subsidiaries Affiliates conducted during the preceding twelve (12) months (or following the Executive’s termination of employmentTerm, the twelve (12) months preceding the date of termination last day of the Executive’s employment with the Company) Term), or (ii) proposed to be conducted by the Company or any of its Subsidiaries Affiliates in the Company’s or Affiliate’s business plan as in effect at that time (or following the Executive’s termination of employmentTerm, the business plan as in effect as of the date of termination last day of the Executive’s employment with the CompanyTerm); provided, that (x) with respect to any Person that is actively engaged in the refinery business, a Restricted Enterprise shall only include such a Person that operates or markets in any geographic area in which the Company or any of its Subsidiaries Affiliates operates or markets with respect to its refinery business and (y) with respect to any Person that is actively engaged in the fertilizer business, a Restricted Enterprise shall only include such a Person that operates or markets in any geographic area in which the Company or any of its Subsidiaries Affiliates operates or markets with respect to its fertilizer business. During the Restriction Period, upon request of the Company, the Executive shall notify the Company of the Executive’s then-current employment status. For the avoidance of doubt, (A) the foregoing shall not prohibit the Executive from working in the State of Texas; provided, that the Executive’s so working does not involve any Restricted Enterprise that is operating in the State of Texas if the Company or any of its Affiliates is then operating in the State of Texas and (B) a Restricted Enterprise shall not include any Person or division thereof that is engaged in the business of supplying (but not refining) crude oil or natural gas.

Non-Competition. By The Employer and the Covered Executive have jointly reviewed the tenant lists, property submittals, logs, broker lists, and operations of the Employer, and have agreed that as an essential ingredient of and in consideration of the CompanyCovered Executive’s entering into this Employment Agreement and participation in the payments to be made and benefits to be provided Plan, the Covered Executive hereby agrees that, except with the express prior written consent of the Employer, while the Covered Executive is employed by the Company hereunder, Employer and in further consideration for a period of 12 months after the termination of the Executive’s exposure to the Confidential Information of the Company and its affiliates, the Executive agrees that the Executive shall not, during the Covered Executive’s employment with the Company (whether during the Term or thereafter) and Employer for a period of twelve (12) months thereafter any reason (the “Restriction Restrictive Period”), the Covered Executive will not directly or indirectly, own, manage, operate, join, control, be employed by, or participate in indirectly compete with the ownership, management, operation or control of, or be connected in any manner withbusiness of the Employer, including, without but not by way of limitation, holding any position by directly or indirectly owning, managing, operating, controlling, financing, or by directly or indirectly serving as a stockholder, directoran employee, officer, consultant, independent contractor, employee, partner, trustee or investor in, any Restricted Enterprise director of or consultant to a Similar Business (as defined below) (the “Non-Competition Covenant”); provided, that in no event shall ownership of one percent (1%) or less of the outstanding securities of any class of any issuer whose securities are registered under the Securities Exchange Act of 1934, as amended, standing alone, be prohibited by this Section 4.2, so long as the Executive does not have, or exercise, any rights to manage or operate the business of such issuer other than rights as a stockholder thereof. For purposes of this paragraphparagraph (a), a business shall be considered to be a “Restricted EnterpriseSimilar Business” shall mean any Person that as of a particular date if it is actively engaged in the ownership, development, operation, management or leasing of real estate in any business geographic market or submarket in which is the Employer either (i) in competition with the business owned, developed, operated or leased, collectively, more than 1,000,000 square feet of property of the Company same or any similar type (e.g., office, data center, industrial, residential or self-storage) as of its Subsidiaries conducted during the preceding twelve (12) months (or following the Executive’s termination earliest of employmentsuch date, the twelve (12) months preceding the date of termination of the Covered Executive’s employment with the Company) Employer or the date of a Change in Control (as defined in the Plan), or (ii) proposed had commenced construction or agreed to be conducted by acquire or manage more than 500,000 square feet of property of the Company same or any similar type within the 12 months preceding the earliest of its Subsidiaries in the Company’s business plan as in effect at that time (or following the Executive’s termination of employmentsuch date, the business plan as in effect as of the date of termination of the Covered Executive’s employment with the Company); provided, that Employer or the date of a Change in Control (x) with respect to any Person that is actively engaged as defined in the refinery businessPlan). If the Covered Executive violates the Non-Competition Covenant and the Employer brings legal action for injunctive or other relief, the Employer shall not, as a Restricted Enterprise shall only include such a Person that operates or markets in any geographic area in which the Company or any of its Subsidiaries operates or markets with respect to its refinery business and (y) with respect to any Person that is actively engaged in the fertilizer business, a Restricted Enterprise shall only include such a Person that operates or markets in any geographic area in which the Company or any of its Subsidiaries operates or markets with respect to its fertilizer business. During the Restriction Period, upon request result of the Companytime involved in obtaining such relief, be deprived of the benefit of the full period of the Non-Competition Covenant. Accordingly, the Executive Non-Competition Covenant shall notify be deemed to have the Company duration specified in this paragraph (a) computed from the date the relief is granted but reduced by the time between the period when the Restrictive Period began to run and the date of the first violation of the Non-Competition Covenant by the Covered Executive’s then. The foregoing Non-current employment status. For the avoidance of doubt, a Restricted Enterprise Competition Covenant shall not include prohibit a Covered Executive from owning, directly or indirectly, capital stock or similar securities which are listed on a securities exchange which do not represent more than five percent of the outstanding capital stock of any Person or division thereof that is engaged in the business of supplying (but not refining) crude oil or natural gascorporation.

Non-Competition. By (a) During the Term and for a period of twenty-four (24) months thereafter (or in consideration the event of the Company’s entering into this Employment Agreement and the payments to be made and benefits to be provided by the Company hereundertermination of Executive's employment under any provision herein within one (1) year after a Change of Control, and in further consideration for a period of the Executive’s exposure to the Confidential Information of the Company and its affiliatesone (1) year thereafter), the Executive agrees that he will not, without the express written consent of the Company, for the Executive shall not, during the Executive’s employment with the Company (whether during the Term or thereafter) and for a period of twelve (12) months thereafter (the “Restriction Period”), directly or indirectly, own, manage, operate, join, control, be employed by, or participate in the ownership, management, operation or control of, or be connected in any manner with, including, without limitation, holding any position as a stockholder, director, officer, consultant, independent contractor, employee, partner, or investor in, any Restricted Enterprise (as defined below); provided, that in no event shall ownership of one percent (1%) or less of the outstanding securities on behalf of any class of any issuer whose securities are registered under the Securities Exchange Act of 1934other person, as amendedfirm, standing alone, be prohibited by this Section 4.2, so long as the Executive does not have, entity or exercise, any rights to manage or operate the business of such issuer other than rights as a stockholder thereof. For purposes of this paragraph, “Restricted Enterprise” shall mean any Person that is actively engaged in any business which is either enterprise (i) in competition with directly or indirectly solicit for employment or recommend to any subsequent employer of the business Executive the solicitation for employment of any person who, at the time of such solicitation is employed by Company or any affiliate thereof, (ii) directly or indirectly solicit, divert, or endeavor to entice away any customer of the Company or any affiliate thereof, or otherwise engage in any activity intended to terminate, disrupt, or interfere with the Company's or any affiliate's relationship with a customer, supplier, lessor or other person, or (iii) be employed by, be a director, officer or manager of, act as a consultant for, be a partner in, have a proprietary interest in, give advice to, loan money to or otherwise associate with, any person, enterprise, partnership, association, corporation, joint venture or other entity which is directly or indirectly in the business of its Subsidiaries conducted owning, operating or managing any (1) healthcare facility or business, including but not limited to, any subacute healthcare facility, rehabilitation hospital, nursing home, or home health care business, or (2) any other business similar to a business which is or was owned, operated or managed by the Company during the Term or during the period that this Section 4.2 shall apply to the Executive, unless such business comprises (and has during the preceding twelve (12) months month period comprised) less than five percent (or following the Executive’s termination of employment, the twelve (125%) months preceding the date of termination of the Executive’s employment Company's gross revenues; and, in the case of any facility or business described, in either case, which competes with the Company) any such type of facility or (ii) proposed to be conducted business then operated by the Company or any of its Subsidiaries in subsidiaries. This provision shall not be construed to prohibit the Company’s business plan Executive from owning up to 10% of the outstanding voting shares of the equity securities of any company whose common stock is listed for trading on any national securities exchange or on the NASDAQ System or serving as in effect at that time (a director of any such company. The provisions of this Section 4.2 shall only apply to businesses and operations located in, or following the Executive’s termination of employmentotherwise conducted in, the business plan as in effect as of the date of termination of the Executive’s employment with the Company); provided, that (x) with respect to any Person that is actively engaged in the refinery business, a Restricted Enterprise shall only include such a Person that operates or markets in any geographic area in which the Company or any of its Subsidiaries operates or markets with respect to its refinery business and (y) with respect to any Person that is actively engaged in the fertilizer business, a Restricted Enterprise shall only include such a Person that operates or markets in any geographic area in which the Company or any of its Subsidiaries operates or markets with respect to its fertilizer business. During the Restriction Period, upon request of the Company, the Executive shall notify the Company of the Executive’s then-current employment status. For the avoidance of doubt, a Restricted Enterprise shall not include any Person or division thereof that is engaged in the business of supplying (but not refining) crude oil or natural gasUnited States.

Non-Competition. By and in consideration of the Company’s entering into this Employment Agreement and the payments to be made and benefits to be provided by the Company hereunder, and in further consideration of the Executive’s exposure to the Confidential Information of the Company and its affiliates, the Executive (ix) Employee agrees that the Executive shall notthat, during the Executive’s period commencing on the Effective Date and ending on (A) the conclusion of the Payment Period (which for this purpose shall end on the date on which the Employer ceases paying the Severance Amount as a result of a breach of the covenants in this Section 5) upon a termination by the Employer without Cause or by Employee for Good Reason, and (B) the date of termination of employment with (which shall not occur until the Company (whether during expiration of any applicable notice period) upon a termination for any reason other than a termination by the Term Employer without Cause or thereafter) and by Employee for a period of twelve (12) months thereafter (the “Restriction Period”)Good Reason, Employee shall not, directly or indirectly, ownalone or in association with any other person, own any equity interests in, manage, operate, joinadvise, control, be employed by, or participate in the ownership, management, operation or control of, or be connected in any manner with, including, without limitation, holding any position by (whether as a stockholder, director, officeran employee, consultant, independent contractorcontractor or otherwise, employeeand whether or not for compensation), partner, render services to or investor inin any way participate in the business of, any Restricted Enterprise person, in whatever form, engaged in any Protected Business (as defined below); provided, however, that in no event nothing herein shall ownership prohibit Employee from (i) being a passive owner of one percent (1%) or less not more than 4.9% of the outstanding equity interests in any entity which has equity securities of any class of any issuer whose securities are registered under the Securities Exchange Act of 1934, as amended, standing alone, be prohibited by this Section 4.2listed on a national stock exchange or other public market, so long as the Executive does not have, or exercise, any rights to manage or operate Employee has no active participation in the business of such issuer other than rights entity, (ii) owning equity interests of, managing, operating, advising, controlling, being employed by (whether as a stockholder thereof. For purposes of this paragraphan employee, “Restricted Enterprise” shall mean any Person that is actively engaged consultant, independent contractor or otherwise, and whether or not for compensation), rendering services to or in any business which is either (i) way participating in competition with the business of, a franchisee of the Company Employer or any of its Subsidiaries conducted during Affiliates or (iii) engaging in the preceding twelve (12) months (or following the Executive’s termination of employment, the twelve (12) months preceding the date of termination Protected Business on behalf of the Executive’s employment Employer or its Affiliates in connection with any agreement between Employee and the Company) or (ii) proposed to be conducted by the Company Employer or any of its Subsidiaries Affiliates, including in the Company’s business plan as in effect at that time (or following the Executive’s termination of employment, the business plan as in effect as of the date of termination of the Executive’s employment connection with the Company); provided, that (x) with respect performance of Employee’s duties pursuant to any Person that is actively engaged in the refinery business, a Restricted Enterprise shall only include such a Person that operates or markets in any geographic area in which the Company or any of its Subsidiaries operates or markets with respect to its refinery business and (y) with respect to any Person that is actively engaged in the fertilizer business, a Restricted Enterprise shall only include such a Person that operates or markets in any geographic area in which the Company or any of its Subsidiaries operates or markets with respect to its fertilizer business. During the Restriction Period, upon request of the Company, the Executive shall notify the Company of the Executive’s then-current employment status. For the avoidance of doubt, a Restricted Enterprise shall not include any Person or division thereof that is engaged in the business of supplying (but not refining) crude oil or natural gasthis Agreement.

Non-Competition. By (a) Executive acknowledges and in consideration recognizes the highly competitive nature of the Company’s entering into this Employment Agreement and the payments to be made and benefits to be provided by the Company hereunder, and in further consideration of the Executive’s exposure to the Confidential Information business of the Company and its affiliatesaffiliates and accordingly agrees that, in consideration of this Agreement, the rights hereunder, and any payments hereunder, from the date hereof until the earlier of (i) the last day of the Employment Term, (ii) the last day of any Severance Period and (iii) two years following Executive's Date of Termination (the "Non- Compete Term"), Executive agrees that the Executive shall will not, during the Executive’s employment with the Company (whether during the Term or thereaftersubject to Section 3(c) and for a period of twelve (12) months thereafter (the “Restriction Period”)hereof, directly or indirectly, own, manage, operate, join, control, be employed by, or participate indirectly engage in the ownershipoperation of any cable television system or any other line of business in place at the Systems as of the Date of Termination within one hundred miles of any geographic area where the Company or its affiliates operate a cable system as of the Date of Termination during the Non-Compete Term, management, operation or control of, or be connected in any manner with, including, without limitation, holding any position whether such engagement is as a stockholderan officer, director, officer, consultant, independent contractorproprietor, 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, sales representative or investor in, any Restricted Enterprise (as defined below)other participant; provided, that in no event shall ownership of one percent (1%) or less of however, that, during the outstanding securities of any class of any issuer whose securities are registered under the Securities Exchange Act of 1934Non-Compete Term, as amended, standing alone, Executive will not be prohibited by this Section 4.2, so long as the Executive does not have, or exercise, any rights to manage or operate the business of such issuer other than rights as a stockholder thereof. For purposes of this paragraph, “Restricted Enterprise” shall mean any Person that is actively engaged from engaging in any business activity in which is either (i) in competition with the business of the Company or any of its Subsidiaries conducted during the preceding twelve (12) months (or following the Executive’s termination of employment, the twelve (12) months preceding the date of termination of the Executive’s employment with the Company) or (ii) proposed to be conducted Executive may engage while employed by the Company or pursuant to the terms of the Exclusivity Agreement. Notwithstanding the foregoing, in no case shall the Non-Compete Term extend less than one year following Executive's Date of Termination. Notwithstanding any provision of its Subsidiaries in this Agreement to the Company’s business plan as in effect at that time (or following contrary, from and after any breach by Executive of the Executive’s termination provisions of employmentthis Section 9(a), the business plan as in effect as of the date of termination of the Executive’s employment with the Company); providedCompany shall cease to have any obligations to make payments to Executive under this Agreement, it being understood, however, that (x) with respect to any Person that is actively engaged nothing contained in the refinery business, a Restricted Enterprise this Agreement shall only include such a Person that operates or markets in any geographic area in which manner affect the Company obligations of Holdings to Executive under the Holdings LLC Agreement or any the rights of its Subsidiaries operates Executive under the MSCP Carry LLC Agreement or markets with respect to its refinery business and (y) with respect to any Person that is actively engaged in the fertilizer business, a Restricted Enterprise shall only include such a Person that operates or markets in any geographic area in which the Company or any of its Subsidiaries operates or markets with respect to its fertilizer business. During the Restriction Period, upon request of the Company, the Executive shall notify the Company of the Executive’s then-current employment status. For the avoidance of doubt, a Restricted Enterprise shall not include any Person or division thereof that is engaged in the business of supplying (but not refining) crude oil or natural gasTWI Carry LLC Agreement.

Non-Competition. By and in consideration of the Company’s Company entering into this Employment Agreement and the payments to be made and benefits to be provided by the Company hereunder, and in further consideration of the Executive’s 's exposure to the Confidential Information of the Company and its affiliates, the Executive agrees that the Executive shall not, (i) for purposes of any covenant protecting the Rio Tinto Group, one (1) year following the completion of the Company's completion of its Initial Public Offering or (ii) for purposes of covenants protecting the Company's, during the Executive’s 's employment with the Company (whether during the Term or thereafter) and for a one (1) year period following the termination of twelve (12) months thereafter the Executive's employment, whether such termination is by the Company or by the Executive (the “"Restriction Period”"), directly or indirectly, own, manage, operate, join, control, be employed by, or participate in the ownership, management, operation or control of, or be connected in any manner with, including, without limitation, holding any position as a stockholder, director, officer, consultant, independent contractor, employee, partner, or investor in, any Restricted Enterprise (as defined below); provided, provided that in no event shall ownership of one two percent (12%) or less of the outstanding securities of any class of any issuer whose securities are registered under the Securities Exchange Act of 1934, as amended, standing alone, be prohibited by this Section 4.2, so long as the Executive does not have, or exercise, any rights to manage or operate the business of such issuer other than rights as a stockholder thereof. For purposes of this paragraph, “"Restricted Enterprise” " shall mean any Person that is actively engaged in any business which is either (i) in competition with the business of the Company or any of its Subsidiaries conducted during the preceding twelve (12) months (or following the Executive’s termination of employment, the twelve (12) months preceding the date of termination of the Executive’s employment with the Company) or (ii) proposed to be conducted by the Company or any of its Subsidiaries in the Company’s business plan as in effect at that time (or following the Executive’s termination of employment, the business plan as in effect as of the date of termination of the Executive’s employment with the Company); provided, that (x) with respect to any Person that is actively engaged in the refinery business, a Restricted Enterprise shall only include such a Person that operates or markets in any geographic area in which the Company or any of its Subsidiaries operates or markets with respect to its refinery business and (y) with respect to any Person that is actively engaged in the fertilizer business, a Restricted Enterprise shall only include such a Person that operates or markets in any geographic area in which the Company or any of its Subsidiaries operates or markets with respect to its fertilizer business. Companies listed on Appendix E. During the Restriction Period, upon request of the Company, the Executive shall notify the Company of the Executive’s 's then-current employment status. For the avoidance of doubt, a Restricted Enterprise shall not include any Person or division thereof that is engaged in the business of supplying (but not refining) crude oil or natural gas.

Non-Competition. By The Executive acknowledges that his services to be rendered hereunder are of a special and unusual character and have a unique value to the Company, the loss of which cannot be adequately compensated by damages in consideration any court of law. In view of the Company’s entering into this Employment Agreement and the payments unique value to be made and benefits to be provided by the Company hereunder, and in further consideration of the services of the Executive’s exposure to the Confidential Information of the Company and its affiliates, the Executive hereby covenants and agrees that the Executive shall not, during the Executive’s employment with so long as he remains employed by the Company (whether during the Term under this Agreement or thereafterany other written or oral agreement or arrangement) and for a period of twelve one (121) months thereafter (year after the “Restriction Period”)termination or expiration of any such employment for any reason, the Executive shall not directly or indirectlyindirectly engage in or have an active interest in, own, manage, operate, join, control, be employed by, or participate anywhere in the ownershipworld, managementalone or in association with others, operation or control of, or be connected in any manner with, including, without limitation, holding any position as a stockholder, directorprincipal, officer, agent, executive, consultant, independent contractor, employeedirector, partnerpartner or stockholder, or investor inthrough the investment of capital lending of money or property, rendering of services or otherwise any Restricted Enterprise (as defined belowbusiness competitive with the business engaged in by the Company, the Executive hereby acknowledging that the company conducts business and distributes its products, or contemplates conducting business and distributing its product(s), on a worldwide basis; provided, however, that in no event this paragraph 7 shall ownership of one not prevent the Executive from acquiring, solely as investment and through market purchases, up to ten percent (110%) or less of the outstanding securities of any class of any issuer whose securities that are registered under Section 12(b) or 12(g) of the Securities Exchange Act of 1934, as amended, standing aloneand that are listed or admitted for trading on any United States national securities exchange or that are quoted on the National Association of Securities Dealers Automated Quotations System. The business in which the Company is engaged and from which the Executive shall refrain from engaging in following the termination of his employment shall be specified in Exhibit E to this Agreement. The description of the Company's business shall be revised as often as necessary, (but not less than every six (6) months) to reflect the scope and nature of the Company's business from time to time, and such revisions to Exhibit E shall be prohibited the responsibility of the Executive and of the Chief Executive Officer of the Company, as approved by this Section 4.2, so the Board of Directors. So long as Executive remains employed by the Company (whether under this Agreement or any other written or oral agreement or arrangement) and for a period of one (1) year after the termination or expiration of any such employment for any reason, the Executive does shall not, and shall not havepermit, cause or exerciseauthorize any of his executives, agents or others under his control to, directly or indirectly, on behalf of himself or any rights other person, to manage recruit or operate otherwise solicit or induce any person who is an executive of; or otherwise engaged by, the business of such issuer other than rights as a stockholder thereof. For purposes of this paragraph, “Restricted Enterprise” shall mean Company or any Person that is actively engaged in any business which is either (i) in competition with successor to the business of the company or any affiliate of the Company to terminate his or her employment or other relationship with the Company or such successor or affiliate. The Executive shall not at any of its Subsidiaries conducted during time, directly or indirectly, use or purport to authorize any person to use any name, xxxx, logo, trade dress or other identifying words or images which are the preceding twelve (12) months (same as or following the Executive’s termination of employment, the twelve (12) months preceding the date of termination of the Executive’s employment with the Company) or (ii) proposed similar to be conducted those used at any time by the Company or any affiliate in connection with any product or service, whether or not such use would be in a business competitive with that of its Subsidiaries in the Company’s business plan as in effect at that time (or following . This Restrictive Covenant on the part of the Executive is given and made by the Executive to induce MegaMedia to employ the Executive and to enter into this Employment Agreement with the Executive’s termination , and the Executive hereby acknowledges the sufficiency of employmentthe consideration for this Restrictive Covenant. This Restrictive Covenant is not executory or otherwise subject to rejection under the Bankruptcy Code. This Restrictive Covenant is a reasonable an necessary restraint of trade and does not violate the Xxxxxxx Antitrust Act, the Florida Antitrust Act, or the common law; it is supported by valid business plan interests, including the protection of MegaMedia trade secrets and confidential business information and the protection of MegaMedia's relationships with its customers and prospective customers, at the one (1) year restriction is essential to the full protection of those valid business interests. If any portion of this Restrictive Covenant is held by a court of competent jurisdiction to be unreasonable, arbitrary, or against public policy for any reason, this Restrictive Covenant shall be considered divisible as in effect as to line of business, time, and geographic area; if a court of competent jurisdiction should determine the date specified lines of termination business, the specified period, or the specified geographic area to be unreasonable, arbitrary, or against public policy for any reason, a narrower line of the Executive’s employment with the Company); provided, that (x) with respect to any Person that is actively engaged in the refinery business, a Restricted Enterprise shall only include such lesser period, or a Person that operates or markets in any smaller geographic area in which the Company or any of its Subsidiaries operates or markets with respect to its refinery business and (y) with respect to any Person that is actively engaged in the fertilizer businessdetermined to be reasonable, a Restricted Enterprise shall only include such a Person that operates or markets in non-arbitrary, and not against public policy for any geographic area in which the Company or any of its Subsidiaries operates or markets with respect to its fertilizer business. During the Restriction Periodreason, upon request of the Company, the Executive shall notify the Company of may be enforced by MegaMedia against the Executive’s then-current employment status. For the avoidance of doubt, a Restricted Enterprise shall not include any Person or division thereof that is engaged in the business of supplying (but not refining) crude oil or natural gas.

Non-Competition. By and in consideration of the Company’s entering into this Employment Agreement and the payments to be made and benefits to be provided by the Company hereunderAgreement, and in further consideration of the ExecutiveUndersigned’s exposure to the information described in paragraph 1 (“Confidential Information Information”) of the Company and its affiliatesGroup, the Executive Undersigned agrees that the Executive Undersigned shall not, during the Executive’s later of (a) the term (“Term”) of any employment agreement that Undersigned has with the Company Group and for one (whether during 1) year following the Term or thereaftertermination of any such agreement (“Termination Date”) and for a period of twelve (12b) months thereafter three years from the Effective Date (the “Restriction Period”), directly or indirectly, ownfor compensation or otherwise, manage, operate, join, control, be employed by, engage in or participate in the ownership, management, operation or control of, or be connected have any interest in any manner withRestricted Enterprise (as defined below), including, without limitation, holding any position as a stockholder, director, officer, consultant, independent contractor, employeeUndersigned, partner, member, or investor in, any Restricted Enterprise (as defined below)Enterprise; provided, that in no event shall ownership of one percent (1%) or less of the outstanding securities of the limited partnership interest in any private equity fund, hedge fund or venture capital fund or any class of securities of any issuer whose securities are registered under the Securities Exchange Act of 1934, as amendedAct, standing alone, be prohibited by this Section 4.2paragraph, so long as the Executive Undersigned does not have, or exercise, any rights to manage or operate the business of such fund or issuer other than rights as a limited partner or stockholder thereof. For purposes of this paragraph, “Restricted Enterprise” shall mean any Person real estate enterprise in the business of acquiring, developing, owning, leasing, managing or selling real estate properties used in the self-storage business and any other lines of business the Company Group is participating in, or has taken substantive steps towards participating, as of the Effective Date, during any Term or Undersigned’s Termination Date, that is actively engaged in any business which is either (i) in competition competitive with the business of the Company or any of its Subsidiaries conducted during the preceding twelve (12) months (or following the Executive’s termination of employment, the twelve (12) months preceding the date of termination of the Executive’s employment with the Company) or (ii) proposed to be conducted by the Company Group on the Effective Date, during any Term or any of the Termination Date, within the United States and anywhere outside the United States where the Company Group and its Subsidiaries in the Company’s business plan as in effect at that time (direct or following the Executive’s termination of employmentindirect subsidiaries, the business plan as in effect partnerships and joint ventures are operating or have taken substantive steps towards operating as of the date of termination of the ExecutiveUndersigned’s employment with the Company); provided, that (x) Termination Date. This paragraph shall not apply with respect to any Person that is actively engaged in non-competition provisions if Undersigned’s post termination activities constitute the refinery business, a Restricted Enterprise shall only include such a Person that operates or markets in any geographic area in which practice of law and would violate the Company or any Texas Rules of its Subsidiaries operates or markets with respect to its refinery business and (y) with respect to any Person that is actively engaged in the fertilizer business, a Restricted Enterprise shall only include such a Person that operates or markets in any geographic area in which the Company or any of its Subsidiaries operates or markets with respect to its fertilizer business. During the Restriction Period, upon request of the Company, the Executive shall notify the Company of the Executive’s then-current employment status. For the avoidance of doubt, a Restricted Enterprise shall not include any Person or division thereof that is engaged in the business of supplying (but not refining) crude oil or natural gasProfessional Conduct rule 5.06.

Non-Competition. By During Executive's employment and in consideration the event of termination of Executive's employment by either ITG or Executive, for any reason, Executive shall not (except as an officer, director, employee, agent or consultant of the Company’s entering into this Employment Agreement and the payments to be made and benefits to be provided by the Company hereunder, and in further consideration of the Executive’s exposure to the Confidential Information of the Company and its affiliates, the Executive agrees that the Executive shall not, ) during the Executive’s employment with two (2) year period following the Company (whether during the Term or thereafter) and for a period of twelve (12) months thereafter (the “Restriction Period”)Termination Date, directly or indirectly, (A) own, manage, operate, join, controlor have a financial interest in, be employed by, control or participate in the ownership, management, operation or control of, or be employed as an employee, agent or consultant, or in any other individual or representative capacity whatsoever, or use or permit his name to be used in connection with, or be otherwise connected in any manner with, including, without limitation, holding with any position as a stockholder, director, officer, consultant, independent contractor, employee, partner, business or investor in, enterprise that is actively engaged in any business in competition with ITG in the Restricted Enterprise (as defined below)Industry within the Restricted Territory; provided, provided that in no event the foregoing restriction shall not be construed to prohibit the ownership by Executive of not more than one percent (1%) or less of the outstanding securities of any class of securities of any issuer whose corporation which is engaged in any business in the Restricted Industry, having a class of securities are registered under pursuant to the Securities Exchange Act of 1934, as amendedwhich securities are publicly owned and regularly traded on any national exchange or in the over-the-counter market, standing aloneprovided, be prohibited by this Section 4.2further, so long as the that such ownership represents a passive investment and that neither Executive does not havenor any group of persons including Executive in any way, either directly or exerciseindirectly, manages or exercises control of any rights to manage or operate the such corporation, guarantees any of its financial obligations, otherwise takes part in its business of such issuer other than exercising his rights as a stockholder thereof. For shareholder, or seeks to do any of the foregoing; (B) other than as provided in Section 9.4(E), own, manage, operate, join, or have a financial interest in, control or participate in the ownership, management, operation or control of, or be employed as an employee, agent or consultant, or in any other individual or representative capacity whatsoever, or use or permit his name to be used in connection with, or be otherwise connected in any manner with any Prohibited Employer; provided that the foregoing restriction shall not be construed to prohibit the ownership by Executive of not more than one percent (1%) of any class of securities of any corporation which is a Prohibited Employer, having a class of securities registered pursuant to the Securities Exchange Act of 1934, which securities are publicly owned and regularly traded on any national exchange or in the over-the-counter market, provided, further, that such ownership represents a passive investment and that neither Executive nor any group of persons including Executive in any way, either directly or indirectly, manages or exercises control of any such corporation, guarantees any of its financial obligations, otherwise takes part in its business other than exercising his rights as a shareholder, or seeks to do any of the foregoing; or (C) solicit or call upon, divert or take away any Restricted Customers for purposes of conducting a competing business in the Restricted Industry. Notwithstanding anything in this paragraphAgreement to the contrary, “Restricted Enterprise” shall mean at any Person that is actively engaged in any business which is either time during the two-year period following the Termination Date, Executive may accept an offer of employment from a Tier 1 Customer if (i) in competition with the business of the Company or any of its Subsidiaries conducted during the preceding twelve (12) months (or following ITG waives the Executive’s termination of employment, the twelve (12) months preceding the date of termination of the Executive’s employment with the Company) 's obligations under this Section or (ii) proposed to be conducted by Executive and the Company Tier 1 Customer from whom Executive has an offer of employment agree in writing that Executive will not have any duties, authority or any of its Subsidiaries in the Company’s business plan as in effect at that time (or following the Executive’s termination of employment, the business plan as in effect as of the date of termination of the Executive’s employment with the Company); provided, that (x) responsibilities with respect to any Person that is actively engaged in the refinery business, a Restricted Enterprise shall only include such a Person that operates or markets in any geographic area in which the Company or any of its Subsidiaries operates or markets with respect to its refinery business and (y) with respect to any Person that is actively engaged in the fertilizer business, a Restricted Enterprise shall only include such a Person that operates or markets in any geographic area in which the Company or any of its Subsidiaries operates or markets with respect to its fertilizer business. During the Restriction Period, upon request of the Company, the Executive shall notify the Company of the Executive’s thendenim-current employment status. For the avoidance of doubt, a Restricted Enterprise shall not include any Person or division thereof that is engaged in the related business of supplying (but not refining) crude oil or natural gasthat Tier 1 Customer.

Non-Competition. By and in consideration of the Company’s entering into this Employment Agreement and the payments to be made and benefits to be provided by the Company hereunder, and in further consideration of the Executive’s exposure to the Confidential Information of the Company and its affiliates, the (A) The Executive agrees that for the Executive shall not, during period commencing on the Effective Date and ending on the second anniversary of the date on which the Executive’s employment with the Company (whether during the Term Corporation is terminated for any reason or thereafter) and for a period of twelve (12) months thereafter no reason (the “Restriction Non-Competition Period”), the Executive shall not directly or indirectly, own, manage, operate, join, control, be employed by, alone or participate in the ownership, management, operation or control of, or be connected in any manner with, including, without limitation, holding any position as a stockholderpartner, officer, director, officermanager, employee, consultant, agent, independent contractor, employeemember or stockholder of any person or entity (‘Person’), partner, engage in any business activity in North America that is directly or investor in, any Restricted Enterprise (as defined below)indirectly in competition with the Business of the Corporation or which is directly or indirectly detrimental to the Business or business plans of the Corporation or its subsidiaries or affiliates; provided, however, that in no event shall the record or beneficial ownership by the Executive of one percent Five Percent (15%) or less of the outstanding securities publicly traded capital stock of any class company for investment purposes shall not be deemed to be in violation of any issuer whose securities are registered under the Securities Exchange Act of 1934, as amended, standing alone, be prohibited by this Section 4.2, Subparagraph4(c)(ii) so long as the Executive does is not havean officer, director, manager, employee or exercise, any rights to manage or operate the business consultant of such issuer other than rights as a stockholder thereofPerson. For purposes The “Business” of this paragraph, “Restricted Enterprise” the Corporation shall mean any Person that is actively engaged in any business which is either (i) in competition with the actual or intended business of the Company or any of Corporation and its Subsidiaries conducted subsidiaries and affiliates during the Employment Period and as of the date the Executive leaves the employment of the Corporation for any reason or no reason As of the date hereof, the Business of the Corporation is providing design, engineering, procurement, installation, maintenance and related goods and services to: (x) the detention facilities construction and renovation industry; (y) the industrial/commercial controls and fire and security alarm industry; and (z) the access control and security observation industry, and other related businesses. The Executive further agrees that during the Non-Competition Period, he shall not in any capacity, either separately or in association with others: (1) employ or solicit for employment or endeavor in any way to entice away from employment with the Corporation or its affiliates (a) any current employee of the Corporation or its affiliates or (b)any Person who was employed by the Corporation or its affiliates in any preceding twelve (12) months month period; (2) solicit, induce or following influence any supplier, customer, agent, consultant or other Person that has a business relationship with the Executive’s termination of employmentCorporation to discontinue, reduce or modify such relationship with the twelve Corporation nor (123) months preceding the date of termination solicit or enter into negotiations with any of the ExecutiveCorporation’s employment with the Company) or (ii) proposed to be conducted by the Company or any of its Subsidiaries in the Company’s business plan as in effect at that time (or following the Executive’s termination of employment, the business plan as in effect as of the date of termination of the Executive’s employment with the Company); provided, that (x) with respect to any Person that is actively engaged in the refinery business, a Restricted Enterprise shall only include such a Person that operates or markets in any geographic area in which the Company or any of its Subsidiaries operates or markets with respect to its refinery business and (y) with respect to any Person that is actively engaged in the fertilizer business, a Restricted Enterprise shall only include such a Person that operates or markets in any geographic area in which the Company or any of its Subsidiaries operates or markets with respect to its fertilizer business. During the Restriction Period, upon request of the Company, the Executive shall notify the Company of the Executive’s then-current employment status. For the avoidance of doubt, a Restricted Enterprise shall not include any Person or division thereof that is engaged in the business of supplying (but not refining) crude oil or natural gasidentified potential acquisition candidates.

Non-Competition. By and in In consideration of the Company’s entering into this Employment Agreement and the payments to be made and benefits to be provided received by the Company hereunder, Executive under this Agreement and in further consideration of the Executive’s exposure to the Confidential Information of the Company for other good and its affiliatesvaluable consideration, the receipt and sufficiency of which are hereby acknowledged by Executive, Executive agrees that the Executive shall notthat, during the Executive’s employment with the Company Non-Competition Period (whether during the Term or thereafter) and for a period of twelve (12) months thereafter (the “Restriction Period”as hereinafter defined), Executive will refrain from carrying on any business, directly or indirectly, which provides any USI Business, except (i) in the normal course of business on behalf of any USI Company during the term of Executive’s employment under this Agreement or (ii) with the Company’s prior written consent. The term “carrying on any business” shall mean to act as a sole proprietor, partner, member of a limited liability company, stockholder, officer, director, employee, manager, trustee, agent, advisor, joint venturer, or consultant of, with or to, any business, or otherwise to own, manage, operate, join, control, be employed by, control or participate in the ownership, management, operation or control of, or be connected in any manner with, including, without limitation, holding any position as a stockholder, director, officer, consultant, independent contractor, employee, partner, or investor engage in, any Restricted Enterprise (as defined below); provided, that in no event business. The Non-Competition Period shall ownership mean the period beginning on the effective date of one percent (1%) or less this Agreement and ending on the first anniversary of the outstanding securities date of any class of any issuer whose securities are registered under the Securities Exchange Act of 1934, as amended, standing alone, be prohibited by this Section 4.2, so long as the Executive does not have, or exercise, any rights to manage or operate the business of such issuer other than rights as a stockholder thereof. For purposes of this paragraph, “Restricted Enterprise” shall mean any Person that is actively engaged in any business which is either (i) in competition with the business of the Company or any of its Subsidiaries conducted during the preceding twelve (12) months (or following the Executive’s termination of employment, . It is expressly agreed that this Section 7.2 is not intended to restrict or prohibit the twelve ownership by Executive of stock or other securities of a publicly-held corporation in which Executive does not (12a) months preceding the date possess beneficial ownership of termination more than 5% of the Executive’s employment with the Company) voting capital stock of such corporation or (iib) proposed participate in any management or advisory capacity. In addition, it is also agreed that this Section 7.2 shall not prohibit Executive from serving as a director pursuant to the terms of Section 2.3 during the term of his employment under this Agreement. It is the desire and intent of the parties that the provisions of this Section 7.2 shall be enforced under the laws and public polices applied in each jurisdiction in which enforcement is sought. Accordingly, if any particular provision of this Section 7.2 is adjudicated to be conducted invalid or unenforceable or shall for any reason be held to be excessively broad as to duration, geographic scope, activity or subject, it shall be construed by limiting and reducing it, so as to be enforceable to the Company or any of its Subsidiaries extent compatible with applicable laws and such provision shall be deemed modified and amended to the extent necessary to render such provision enforceable in such jurisdiction. If Executive challenges the Company’s business plan as in effect at that time (or following the Executive’s termination of employment, the business plan as in effect as enforceability of the date provisions of termination of the Executive’s employment with the Company); providedthis Section 7.2 in whole or in part, that (x) with respect Executive shall, immediately upon such challenge, forfeit any right to any Person payments and benefits under this Agreement that is actively engaged in the refinery business, a Restricted Enterprise shall only include such a Person that operates or markets in any geographic area in which the Company or any of its Subsidiaries operates or markets with respect to its refinery business and (y) with respect to any Person that is actively engaged in the fertilizer business, a Restricted Enterprise shall only include such a Person that operates or markets in any geographic area in which the Company or any of its Subsidiaries operates or markets with respect to its fertilizer business. During the Restriction Period, upon request of the Company, the Executive shall notify the Company of the Executive’s then-current employment status. For the avoidance of doubt, a Restricted Enterprise shall he has not include any Person or division thereof that is engaged in the business of supplying (but not refining) crude oil or natural gasalready received.

Non-Competition. By Given the extreme sensitiveness of the know-how and technical and commercial information to which the Executive has access in consideration the framework of his functions and the extremely competitive nature of the activities of The Xxxxxxx Works and Affiliates, the parties expressly agree on the necessity of a non-compete obligation in order to protect the legitimate interests of The Xxxxxxx Works and Affiliates. Moreover, the Executive understands that in light of his training, this provision does not hinder his capacity to find a new position. In the event this agreement is terminated by either of the parties, for any reason whatsoever, the Executive expressly undertakes not to enter the service of another company or division of a company in the European Union manufacturing or selling products or services that could compete with those of The Xxxxxxx Works and Affiliates, to create in the European Union a firm of the same type or to participate directly or indirectly therein in any capacity. For this purpose, the Executive undertakes, in particular, for any product or service that might compete with the products or services of The Xxxxxxx Works and Affiliates, not to visit or contact their clients or to deal with any individual or company that was a client of The Xxxxxxx Works and Affiliates and with whom the Executive was in contact at any time during the three (3) years preceding his actual departure from the Company. It is expressly agreed that the performance of this clause is limited to a period of one year, renewable one time at the Company’s entering into this Employment Agreement and option for an additional year, as from the payments to be made and benefits to be provided by the Company hereunder, and in further consideration date of the Executive’s exposure to actual departure from the Confidential Information Company. During this period of the Company and its affiliatesnon-competition, the Executive agrees that will receive a monthly indemnity corresponding to 60% of his average monthly salary received over the Executive shall not, during the Executive’s employment with the Company (whether during the Term or thereafter) and for a period of twelve (12) months thereafter (the “Restriction Period”), directly or indirectly, own, manage, operate, join, control, be employed by, or participate in the ownership, management, operation or control of, or be connected in any manner with, including, without limitation, holding any position as a stockholder, director, officer, consultant, independent contractor, employee, partner, or investor in, any Restricted Enterprise (as defined below); provided, that in no event shall ownership of one percent (1%) or less of the outstanding securities of any class of any issuer whose securities are registered under the Securities Exchange Act of 1934, as amended, standing alone, be prohibited by this Section 4.2, so long as the Executive does not have, or exercise, any rights to manage or operate the business of such issuer other than rights as a stockholder thereof. For purposes of this paragraph, “Restricted Enterprise” shall mean any Person that is actively engaged in any business which is either (i) in competition with the business of the Company or any of its Subsidiaries conducted during the preceding twelve (12) months (or following the Executive’s termination of employment, the twelve (12) last 12 months preceding the date of termination of the Executive’s employment with the Company) or (ii) proposed agreement, it being understood that this indemnity will be subject to be conducted by social security contributions. It is agreed that, in any case, the Company or any of its Subsidiaries in shall be entitled waive this clause, provided however that it informs the Company’s business plan as in effect at that time Executive thereof by registered letter with return receipt requested within the eight (or 8) days following the Executive’s termination of employment, the business plan as in effect as notification of the date of termination of the Executive’s employment with agreement. The parties expressly agree that each restriction mentioned above applies and must be interpreted independently from the Company); provided, others so that (x) with respect to any Person that is actively engaged in the refinery business, a Restricted Enterprise shall only include such a Person that operates or markets in any geographic area in which the Company or any of its Subsidiaries operates or markets with respect to its refinery business and (y) with respect to any Person that is actively engaged in the fertilizer business, a Restricted Enterprise shall only include such a Person that operates or markets in any geographic area in which the Company or any of its Subsidiaries operates or markets with respect to its fertilizer business. During the Restriction Period, upon request if one of the Companyrestrictions is considered void, the Executive shall notify the Company of the Executive’s then-current employment status. For the avoidance of doubt, a Restricted Enterprise shall not include any Person or division thereof that is engaged others will remain in the business of supplying (but not refining) crude oil or natural gasforce and produce their effect.