Common use of Non-Competition Clause in Contracts

Non-Competition. By and in consideration of the Company’s entering into this Agreement, and in further consideration of the Participant’s exposure to the Confidential Information of the Group, the Participant agrees that the Participant shall not, during the period of the Participant’s Service and for [twelve (12)] [twenty-four (24)] months 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 Exchange Act, standing alone, be prohibited by this Section 6(b), so long as the 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 Section 6(b), “Restricted Enterprise” shall mean any 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 competitive with the business conducted by the Company and its direct or indirect subsidiaries, partnerships and joint ventures during the Participant’s Service, within the United States and anywhere outside the United States where the Company and its direct or indirect subsidiaries, partnerships and joint ventures operated during the Participant’s Service.

Non-Competition. By During the Term and in consideration of the Company’s entering into this Agreement, and in further consideration of the Participant’s exposure to the Confidential Information of the Group, the Participant agrees that the Participant shall not, during the for a period of the Participant’s Service and for [twelve (12)] [) months 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 thereof, regardless of the reason for Employee’s employment termination if such employment termination and regardless of whether the Participant is then entitled was pursuant to receive any severance benefits Section 5.3 (the “Restriction Non-Compete Period”), the Employee shall not, directly or indirectly, 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 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 their respective Affiliates on the 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 (24) months after the Employee’s employment termination if such employment termination was pursuant to Section 5.3, in the geographic locations where the Company, the 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 publicly traded common equity securities of any company engaged in the Business (so long as the Employee has no power to manage, operate, joinadvise, control, be employed by, or participate in the ownership, management, operation consult with or control ofthe competing enterprise and no power, alone or be connected in any manner withconjunction with other affiliated parties, including, without limitation, holding any position as to select a stockholder, director, officermanager, consultant, independent contractor, employee, general partner, or investor in, any Restricted Enterprise (as defined below); provided, that in no event shall ownership of one percent (1%) or less similar governing official 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 Exchange Act, standing alone, be prohibited by this Section 6(b), so long as the Participant does not have, or exercise, any rights to manage or operate the business of such fund or issuer competing enterprise other than rights as a limited partner or stockholder thereof. For purposes of this Section 6(b), “Restricted Enterprise” shall mean any 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 competitive in connection with the business conducted by normal and customary voting powers afforded the Company and its direct or indirect subsidiaries, partnerships and joint ventures during the Participant’s Service, within the United States and anywhere outside the United States where the Company and its direct or indirect subsidiaries, partnerships and joint ventures operated during the Participant’s ServiceEmployee in connection with any permissible equity ownership).

Non-Competition. By and in consideration of the Company’s entering into this AgreementEmployment Agreement and the payments to be made and benefits to be provided by the Company hereunder, and in further consideration of the ParticipantExecutive’s exposure to the Confidential Information of the GroupCompany and its Affiliates, the Participant Executive agrees that the Participant Executive shall not, during the Term and for a period of the Participant’s Service and for [twelve (12)] [twenty-four (24)] ) months 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 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 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 ActAct of 1934, as amended, standing alone, be prohibited by this Section 6(b)4.2, so long as the Participant 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 Section 6(b)paragraph, “Restricted Enterprise” shall mean any enterprise Person that is actively engaged in any business which is either (including, but not limited to, any enterprise related to i) in competition with the business of acquiringthe Company or any of its Affiliates conducted during the preceding twelve (12) months (or following the Term, developing, investing, structuring or managing retail net lease real estate properties and any other lines of business any member the twelve (12) months preceding the last day of the Group is participating inTerm), or has taken substantive steps towards participating in, as of the date hereof(ii) that is competitive with the business proposed to be conducted by the Company and or any of its direct Affiliates in the Company’s or indirect subsidiariesAffiliate’s business plan as in effect at that time (or following the Term, partnerships and joint ventures during the Participant’s Servicebusiness plan as in effect as of the last day of the Term); provided, within that (x) with respect to any Person that is actively engaged in the United States and anywhere outside the United States where 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 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 direct Affiliates operates or indirect subsidiariesmarkets with respect to its fertilizer business. During the Restriction Period, partnerships and joint ventures operated during upon request of the ParticipantCompany, the Executive shall notify the Company of the Executive’s Servicethen-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 AgreementEmployment Agreement and the payments to be made and benefits to be provided by the Company hereunder, and in further consideration of the ParticipantExecutive’s exposure to the Confidential Information of the GroupCompany and its affiliates, the Participant Executive agrees that the Participant Executive shall not, during the Executive’s employment with the Company (whether during the Term or thereafter) and for a period of the Participant’s Service and for [twelve (12)] [twenty-four (24)] ) months 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 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 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 ActAct of 1934, as amended, standing alone, be prohibited by this Section 6(b)4.2, so long as the Participant 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 Section 6(b)paragraph, “Restricted Enterprise” shall mean any enterprise Person that is actively engaged in any business which is either (including, but not limited to, any enterprise related to i) in competition with the business of acquiringthe Company or any of its Subsidiaries conducted during the preceding twelve (12) months (or following the Executive’s termination of employment, developing, investing, structuring or managing retail net lease real estate properties and any other lines the twelve (12) months preceding the date of business any member termination of the Group is participating inExecutive’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, or has taken substantive steps towards participating in, the business plan as in effect as of the date hereofof termination of the Executive’s employment with the Company); provided, that (x) with respect to any Person that is competitive 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 conducted by the Company and its direct of supplying (but not refining) crude oil or indirect subsidiaries, partnerships and joint ventures during the Participant’s Service, within the United States and anywhere outside the United States where the Company and its direct or indirect subsidiaries, partnerships and joint ventures operated during the Participant’s Servicenatural gas.

Non-Competition. By and in consideration of the Company’s Company entering into this Agreement, and in further consideration of the ParticipantExecutive’s exposure to the Confidential Information of the GroupInformation, the Participant Executive agrees that the Participant Executive shall not, during the period of Employment Period and thereafter during the Participant’s Service and for [twelve Restriction Period (12)] [twenty-four (24)] months 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”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 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 ActAct of 1934, as amended, standing alone, be prohibited by this Section 6(b)4.2, so long as the Participant 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 shareholder thereof or stockholder thereof(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 Section 6(b)paragraph, (1) “Restricted Enterprise” shall mean any enterprise (includingPerson that is engaged, but not limited todirectly or indirectly, any enterprise related to the in a business which is in material competition with a material business of acquiringthe Company or any of its 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, developing, investing, structuring or managing retail net lease real estate properties and any other lines the twelve (12) months preceding the date of business any member termination of the Group is participating inExecutive’s employment with the Company) and (2) “Restriction Period” shall mean a period of twelve (12) months following the Executive’s termination of employment for any reason during the Employment Period. During the Restriction Period, or has taken substantive steps towards participating in, as upon request of the date hereof) that is competitive with Company, the business conducted by Executive shall notify the Company and its direct or indirect subsidiaries, partnerships and joint ventures during of the ParticipantExecutive’s Service, within the United States and anywhere outside the United States where the Company and its direct or indirect subsidiaries, partnerships and joint ventures operated during the Participant’s Servicethen-current employment status.

Non-Competition. By (a) Executive acknowledges and recognizes the highly competitive nature of the business of the Company and its affiliates and accordingly agrees that, in consideration of the Company’s entering into this Agreement, the rights hereunder, and in further consideration any payments hereunder, from the date hereof until the earlier of (i) the last day of the Participant’s exposure to Employment Term, (ii) the Confidential Information last day of any Severance Period and (iii) two years following Executive's Date of Termination (the Group"Non- Compete Term"), the Participant agrees that the Participant shall Executive will not, during the period of the Participant’s Service and for [twelve (12)] [twenty-four (24)] months following the termination thereof, regardless of the reason for such termination and regardless of whether the Participant is then entitled subject to receive any severance benefits (the “Restriction Period”)Section 3(c) 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 however, that, during the Non-Compete Term, Executive will not be prohibited from engaging in no event shall ownership of one percent (1%) or less any activity in which Executive may engage while employed by the Company pursuant to the terms of the outstanding securities Exclusivity Agreement. Notwithstanding any provision of this Agreement to the contrary, from and after any breach by Executive 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 Exchange Act, standing alone, be prohibited by this Section 6(b), so long as the 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 provisions of this Section 6(b9(a), “Restricted Enterprise” shall mean any 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 competitive with the business conducted by the Company shall cease to have any obligations to make payments to Executive under this Agreement, it being understood, however, that nothing contained in this Agreement shall in any manner affect the obligations of Holdings to Executive under the Holdings LLC Agreement or the rights of Executive under the MSCP Carry LLC Agreement and its direct or indirect subsidiaries, partnerships and joint ventures during the Participant’s Service, within the United States and anywhere outside the United States where the Company and its direct or indirect subsidiaries, partnerships and joint ventures operated during the Participant’s ServiceTWI Carry LLC Agreement.

Non-Competition. By During the Term and in consideration of the Company’s entering into this Agreement, and in further consideration of the Participant’s exposure to the Confidential Information of the Group, the Participant agrees that the Participant shall not, during the for a period of the Participant’s Service and for [twelve six (12)] [twenty-four (24)] 6) months following the termination thereof, regardless of the reason Executive’s employment for any reason, 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 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 on the date of the Executive’s termination of 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 termination and regardless of whether the Participant is then entitled to receive any severance benefits business (the “Restriction PeriodBusiness”). Notwithstanding the foregoing, directly or indirectlynothing in this Agreement shall prevent the Executive from (i) owning for passive investment purposes not intended to circumvent this Agreement, own, 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, joinadvise, control, be employed by, or participate in the ownership, management, operation consult with or control ofthe competing enterprise and no power, alone or be connected in any manner withconjunction with other affiliated parties, including, without limitation, holding any position as to select a stockholder, director, officermanager, consultant, independent contractor, employee, general partner, or investor insimilar 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), any Restricted Enterprise (as defined belowii) 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, provided that in (x) the Executive has no event shall ownership of one direct or indirect responsibilities or involvement with such Competing Division and (y) the Competing Division does not account for more that five percent (15%) 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 Exchange Act, standing alone, be prohibited by this Section 6(b), so long as the Participant does not have, or exercise, any rights to manage or operate the business gross revenues of such fund organization or issuer other than rights as a limited partner entity for its prior fiscal year or stockholder thereof. For purposes of this Section 6(b), “Restricted Enterprise” shall mean any enterprise (including, but not limited to, any enterprise related to iii) being employed by or otherwise associated with an organization or entity engaged in the business of acquiring, developing, investing, structuring or managing retail net lease real estate properties and any other lines of business any member of Business; provided that the Group is participating in, or has taken substantive steps towards participating in, as of the date hereof) Business that is competitive with the business conducted by Company or any of its Subsidiaries does not account for more than five percent (5%) of the gross revenues of the Company and its direct or indirect subsidiaries, partnerships and joint ventures during the Participant’s Service, within the United States and anywhere outside the United States where the Company and its direct or indirect subsidiaries, partnerships and joint ventures operated during the Participant’s ServiceSubsidiaries.

Non-Competition. By and in consideration Unless previously terminated pursuant to Section 4(c) or 4(f) of the Company’s entering into this Agreement, and in further consideration of the Participant’s exposure to the Confidential Information of the Group, the Participant agrees that the Participant shall not, during the Term and for a period of the Participant’s Service and for [twelve (12)] [twenty-four (24)] months 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 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 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%whole) 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 Exchange Act, standing alone, be prohibited by this Section 6(b), so long as the 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 Section 6(b), “Restricted Enterprise” shall mean any 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, materially engaged as of the date hereofof Executive’s termination or resignation or (2) that is competitive with for which the business conducted by Company or any of its Affiliates has, within one year prior to Executive’s termination or resignation, taken substantial, demonstrable steps to become materially engaged, in which the Company and its direct or indirect subsidiaries, partnerships and joint ventures during the Participant’s ServiceAffiliates (taken as a whole), within one year after Executive’s termination or resignation, would reasonably be expected to be materially engaged; provided, however, that 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 period during which Executive is found by a court or arbitrator to be in breach of the terms of this Section 6(d). Executive acknowledges (i) that the business of the Company and its Affiliates is, and is expected to remain, international in scope and without geographical limitation; (ii) notwithstanding the state of incorporation or principal office of the Company or any of its Affiliates, or any of their respective executives or employees (including Executive), it is expected that the Company and its Affiliates will have business activities and have valuable business relationships within its industry throughout the world; and (iii) as part of his responsibilities, Executive will travel around the world in furtherance of the Company’s and its Affiliates’ businesses and their relationships. Accordingly, the restrictions set forth in this Section 6 shall be effective in all cities, counties and states of the United States and anywhere outside the United States where all countries in which the Company and or any of its direct Affiliates has an office or indirect subsidiaries, partnerships and joint ventures operated during has made commercial sales within 12 months prior to the Participantdate of Executive’s Servicetermination or resignation.

Non-Competition. By The Executive acknowledges and in consideration of the Company’s entering into this Agreement, and in further consideration of the Participant’s exposure to the Confidential Information of the Group, the Participant agrees that the Participant shall notExecutive's duties to the Company qualify the Executive as "executive and management personnel" under Colorado Revised Statute Section 8-2-113(2)(d). The Executive further acknowledges that, during the course of the Executive's employment with the 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 remains employed by the Company and for a period of the Participant’s Service and for [twelve (12)] [twenty-four (24)] ) months following the termination thereof, regardless of the reason Executive's employment with the Company for such termination any reason, provided that the Company has paid to the Executive any and regardless all severance amounts, if any, due to Executive under Section 5 hereof, the Executive shall not engage in Competition (as hereinafter defined) with the Company or any of whether its subsidiaries or affiliates. For purposes of this Agreement, "Competition" by the Participant is then entitled to receive any severance benefits (Executive shall mean the “Restriction Period”)Executive's engaging in, or otherwise directly or indirectly, own, manage, operate, join, control, be indirectly being employed byby or acting as a consultant 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 being a stockholder, director, officer, consultant, independent contractor, employee, partnerprincipal, agent, stockholder, member, owner or partner of, or investor in, permitting his name to be used in connection with the activities of any Restricted Enterprise (as defined below); provided, that in no event shall ownership of one percent (1%) other business or less organization where any aspect of the outstanding securities business of the limited partnership interest in any private equity fund, hedge fund or venture capital fund Company or any class of its subsidiaries is conducted, or planned to be conducted, as of the date of this Agreement or as of the date of termination of the Executive's employment, anywhere within the United States, which business activity is the same as or competitive with the Company or any issuer whose securities of its subsidiaries as the same may be conducted from time to time. Notwithstanding anything to the contrary contained herein, direct or indirect "beneficial ownership" by the Executive, either individually or as a member of a "group," as such terms are registered used in Rule 13d of the General Rules and Regulations under the Exchange Act, standing aloneas amended, be prohibited by this Section 6(b), so long as of not more than five percent (5%) of the Participant does voting stock of any publicly held corporation shall not have, or exercise, any rights to manage or operate the business of such fund or issuer other than rights as alone constitute a limited partner or stockholder thereof. For purposes violation of this Section 6(b7(a), “Restricted Enterprise” shall mean any 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 competitive with the business conducted by the Company and its direct or indirect subsidiaries, partnerships and joint ventures during the Participant’s Service, within the United States and anywhere outside the United States where the Company and its direct or indirect subsidiaries, partnerships and joint ventures operated during the Participant’s Service.

Non-Competition. By and in consideration of the Company’s 's entering into this AgreementAgreement and the Salary and benefits to be provided by the Company hereunder, and further in further consideration of the Participant’s Employee's exposure to the Confidential Information proprietary information of the GroupCompany, the Participant Employee agrees that that, subject to the Participant shall provisions of the last two sentences of Section 1(b), the Employee will not, during the period of the Participant’s Service and for [twelve (12)] [twenty-four (24)] months 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”)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 (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 Exchange Act, standing alone, be prohibited by this Section 6(b), so long as the 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 thereofCompeting Enterprise. For purposes of this Section 6(b)paragraph, “Restricted the term "Competing Enterprise” " shall mean any enterprise person, corporation, partnership or other entity operating one or more supermarkets within a ten (including10) mile radius of any Company store if the aggregate of such Company stores (x) represent ten percent (10%) or more of the 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, but not limited to, (1) "supermarket" means any enterprise related store which is part of a supermarket or combination store chain or is a warehouse club selling grocery and perishable items to the business public and (2) any entity operating supermarkets includes any wholesaler to independently-owned supermarkets operating under the same tradename. The prohibition of acquiring, developing, investing, structuring this clause (b) shall not be deemed to prevent Employee from owning 1% or managing retail net lease real estate properties and less of any other lines class of business any member equity securities of an entity that has a class of equity securities registered under Section 12 of the Group is participating in, or has taken substantive steps towards participating inSecurities Exchange Act of 1934, as amended. Notwithstanding anything to the contrary in this Section 8(b), the non-competition clause contained in this Section 8(b) shall immediately terminate on the effective date of termination of the date hereof) that is competitive Employee's employment with the business conducted Company unless such termination is by the Company for Cause or is by the Employee without Good Reason, in which case the non-competition clause contained in this Section 8(b) shall remain in full force and its direct or indirect subsidiaries, partnerships and joint ventures during effect until the Participant’s Service, within fourth anniversary of the United States and anywhere outside the United States where the Company and its direct or indirect subsidiaries, partnerships and joint ventures operated during the Participant’s ServiceConsummation Date.

Non-Competition. By and Without the consent in consideration writing of the CompanyBoard, Executive will not, at any time during the Term and for a period of two years following termination of Executive’s entering into this Agreementemployment for any reason, and acting alone or in further consideration conjunction with others, directly or indirectly (i) engage (either as owner, investor, partner, stockholder, employer, employee, consultant, advisor, or director) in any business in which he has been directly engaged on behalf of the Participant’s exposure to the Confidential Information of the GroupCompany or any affiliate, the Participant agrees that the Participant shall notor has supervised as an executive thereof, during the period 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; (ii) induce any customers of the Participant’s Service and for [twelve (12)] [twenty-four (24)] months following the termination thereof, regardless Company or any of the reason for such termination and regardless of whether the Participant is then entitled to receive any severance benefits (the “Restriction Period”)its affiliates with whom Executive has had contacts or relationships, directly or indirectly, ownduring and within the scope of his employment with the Company or any of its affiliates, manage, operate, join, control, be employed byto curtail or cancel their business with the Company or any such affiliate; (iii) induce, or participate in attempt to influence, any employee of the ownershipCompany or any of its affiliates to terminate employment; or (iv) solicit, management, operation hire or control of, retain as an employee or be connected in any manner with, including, without limitation, holding any position as a stockholder, director, officer, consultant, independent contractor, employeeor assist any third party in the solicitation, partnerhire, or investor inretention as an employee or independent contractor, any Restricted Enterprise (as defined below)person who during the previous 12 months was an employee of the Company or any affiliate; provided, however, that the limitation contained in no event clause (i) above shall not apply if Executive’s employment is terminated as a result of a termination by the Company without Cause within two years following a Change in Control or is terminated by Executive for Good Reason within two years following a Change in Control, and provided further, that activities engaged in by or on behalf of the Company are not restricted by this covenant. The provisions of subparagraphs (i), (ii), (iii), and (iv) 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 (1%) or less of the outstanding equity securities of any company having securities listed on an exchange or regularly traded in the limited partnership interest in any private equity fundover-the-counter market shall not, hedge fund or venture capital fund or any class of any issuer whose securities are registered under the Exchange Act, standing aloneitself, be prohibited by this Section 6(b), so long as the 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 deemed inconsistent with clause (i) of this Section 6(b10(a), “Restricted Enterprise” shall mean any 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 competitive with the business conducted by the Company and its direct or indirect subsidiaries, partnerships and joint ventures during the Participant’s Service, within the United States and anywhere outside the United States where the Company and its direct or indirect subsidiaries, partnerships and joint ventures operated during the Participant’s Service.

Non-Competition. By and Without the consent in consideration writing of the Company’s entering into this AgreementBoard, and upon the Executive's Date of Termination for any reason, Executive will not, for a period of six (6) consecutive calendar months thereafter, acting alone or in further consideration conjunction with others, directly or indirectly (i) engage (either as owner, investor, partner, stockholder, employer, employee, consultant, advisor or director (other than as below)) in any business in the continental United States which is a material business conducted by the Company or any of its subsidiaries on the date of the Participant’s exposure to consummation of a Change of Control in which he has been directly engaged, or has supervised as an executive, on the Confidential Information date of the Group, the Participant agrees that the Participant shall not, during the period consummation of the Participant’s Service Change of Control and for [twelve (12)] [twenty-four (24)] months following which is directly in competition with a material business conducted by the termination thereof, regardless Company or any of its subsidiaries on the date of the reason for such termination and regardless consummation of whether the Participant is then entitled to receive Change of Control; (ii) induce any severance benefits (customers of the “Restriction Period”)Company or any of its subsidiaries with whom Executive has had contacts or relationships, directly or indirectly, ownduring and within the scope of his employment with the Company or any of its subsidiaries, manageto curtail or cancel their business with such companies or any of them; or (iii) induce, operateor attempt to influence, joinany employee of the Company or any of its subsidiaries to terminate employment. The provisions of subparagraphs (i), control(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 employed bydeemed inconsistent with clause (i) of this paragraph (a), or participate in the ownership, management, operation or control of, or be connected in any manner with, including, without limitation, holding any position neither shall service (whether as a stockholder, directoran employee, officer, director or consultant) with respect to CUNO Incorporated, independent contractornor shall service as a member of a board of directors on which Executive is serving on the Date of Termination (including any successor board thereto) be deemed, employeeof itself, partner, or investor in, any Restricted Enterprise to be inconsistent with clause (as defined belowi) of this paragraph (a); provided, . The Executive and the Company agree that in no event shall ownership the value to be assigned to the obligations of one the Executive under this paragraph (a) is an amount equal to fifty percent (150%) of Executive's Annual Base Salary and Recent Annual Bonus. Violation of Section 11(a) or less of the outstanding securities of the limited partnership interest in (b) shall not require Executive to return any private equity fund, hedge fund payment or venture capital fund or any class of any issuer whose securities are registered under the Exchange Act, standing alone, be prohibited by this Section 6(b), so long as the Participant does not have, or exercise, any rights benefit previously distributed 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 Section 6(b), “Restricted Enterprise” shall mean any 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 competitive with the business conducted by the Company and its direct or indirect subsidiaries, partnerships and joint ventures during the Participant’s Service, within the United States and anywhere outside the United States where the Company and its direct or indirect subsidiaries, partnerships and joint ventures operated during the Participant’s ServiceExecutive.

Non-Competition. By and in consideration of the Company’s entering into this Employment Agreement, and in further consideration of the ParticipantExecutive’s exposure to the Confidential Information of the Group, the Participant Executive agrees that the Participant Executive shall not, during the period of the Participant’s Service Employment Period and for [twelve (12)] [twenty-four (24)] ) months following the termination thereofExecutive’s Termination Date, regardless of the reason for such termination and regardless of whether the Participant 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 Exchange Act, standing alone, be prohibited by this Section 6(b)4.2, so long as the Participant 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 Section 6(b)4.2, “Restricted Enterprise” shall mean any 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 competitive with the business conducted by the Company and its direct or indirect subsidiaries, partnerships and joint ventures during the ParticipantExecutive’s Serviceemployment, within the United States and anywhere outside the United States where the Company and its direct or indirect subsidiaries, partnerships and joint ventures operated during the ParticipantExecutive’s Serviceemployment.

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 Agreementemployment hereunder for any reason, and except for a termination in further consideration connection with a Change of Control pursuant to Section 4(e) in which case the Participant’s exposure to foregoing six (6) month period shall instead be the Confidential Information of the Group, the Participant agrees that the Participant shall not, during the period of the Participant’s Service and for [twelve (12)] [twenty-four (24)] months following ) month period after the termination thereof, regardless of the reason Employee’s employment, neither the Employee nor any corporation or other entity in which the Employee may be interested as a partner, trustee, director, officer, employee, agent, shareholder, lender of money or guarantor, or for which he performs services in any capacity (including as a consultant or independent contractor) shall at any time during such termination and regardless of whether the Participant is then entitled to receive any severance benefits (the “Restriction Period”)period be engaged, directly or indirectly, ownin any Competitive Business (as that term is hereinafter defined). The Employee shall not solicit or, manageif the Employee owns or has the right to acquire more than five percent (5%) of the fully-diluted equity of the employing entity or its affiliates, operatehire, joindirectly or indirectly, controlany person that was employed by Employer during the six (6) month period immediately preceding the Employee’s termination of employment with the Employer. For purposes of this Section 5(b) the term “Competitive Business” shall mean any job, be employed byrole, or participate in the ownershipspecific responsibilities within a firm, management, operation or control ofcompany, or be connected business organization that competes directly with the Employer’s business as in effect at the time of the Employee’s termination of employment with the Employer or in a business area planned in writing by the Employer before the Termination Date for entry within twelve (12) months of the Termination Date at the time of the Employee’s termination of employment with the Employer. The foregoing prohibition shall not prevent any employment or engagement of the Employee, after termination of employment with the Employer, by any firm, company, or business organization engaged in a Competitive Business as long as the activities of any such employment or engagement, 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 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 Exchange Act, standing alone, be prohibited by this Section 6(b), so long as the Participant does a publicly traded company shall not have, or exercise, any rights to manage or operate the business of such fund or issuer other than rights as constitute a limited partner or stockholder thereof. For purposes violation of this Section 6(b5(b). The Employee is entering into this covenant not to compete in consideration of the agreements of the Employer in this Agreement, “Restricted Enterprise” shall mean any enterprise (including, including but not limited to, any enterprise related the agreement of the Employer to pay severance to the business Employee upon a termination of acquiring, developing, investing, structuring or managing retail net lease real estate properties employment pursuant to Section 4(d) hereof and any other lines of business any member the agreement of the Group is participating in, or has taken substantive steps towards participating in, as Employer to accelerate the vesting of the date hereof) that is competitive Employee’s stock options and other equity-based awards upon a Change of Control in accordance with the business conducted by the Company and its direct or indirect subsidiaries, partnerships and joint ventures during the Participant’s Service, within the United States and anywhere outside the United States where the Company and its direct or indirect subsidiaries, partnerships and joint ventures operated during the Participant’s Serviceterms of Section 4(d).

Non-Competition. By and in consideration Each of the Company’s entering into this Agreement, and in further consideration of the Participant’s exposure to the Confidential Information of the Group, the Participant Stockholders agrees that the Participant shall not, during (a) for the period commencing at the Closing and expiring on the date that is six months after the first date on which such Stockholder’s Voting Percentage is less than 10%, neither such Stockholder nor any of the Participant’s Service and for [twelve (12)] [twenty-four (24)] months 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”), its Controlled Affiliates shall directly or indirectly, own, manage, operate, join, control, be employed by, or participate engage in the ownershipprovision to retail mass market customers in the Territory through a terrestrial facilities-based network of Commercial Mobile Radio Services, management, operation Broadband Internet Access Service or control of, or be connected in any manner with, including, without limitation, holding any position acting as a stockholderMultichannel Video Programming Distributor, director, officer, consultant, independent contractor, employee, partner, or investor in, any Restricted Enterprise (in each case as such term is defined below); provided, that in no event shall ownership of one percent (1%) or less of by 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 Exchange Act, standing alone, be prohibited by this Section 6(b), so long as the 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 Section 6(b), “Restricted Enterprise” shall mean any 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, Federal Communications Commission as of the date hereofof the Business Combination Agreement, including conventional mobile virtual network operator, but in each case excluding the provision of (i) that is competitive 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 Trademark License in accordance with its terms and, in the business conducted 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 direct or indirect subsidiariesAffiliates in accordance with the terms of the Trademark License (each of (a) and (b), partnerships and joint ventures a “Competing Business”). Each of the Stockholders further agrees that, during the Participant’s Serviceapplicable period set forth in clause (a) or (b), within 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 United States and anywhere outside voting equity of a Person engaged in a Competing Business or any such interests in a Person engaged in a Competing Business if the United States where 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 direct 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 indirect subsidiariesprovision of this Section 6.1 invalid or unenforceable, partnerships the parties hereto agree that the court making the determination of invalidity or unenforceability shall have the power to and joint ventures operated during shall reform this Section 6.1 to reduce the Participant’s Servicetime, 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 valid and enforceable and that comes closest to expressing the intention of the invalid or unenforceable term or provision, and this Agreement shall be enforceable as so modified.

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 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 business is conducted in a highly competitive market. Accordingly, Executive agrees that during the Non-Competition Period (as defined below), Executive will not (other than for the benefit of the Company’s entering into this Agreement, its subsidiaries and affiliates, and any Protected Company pursuant to this EMPLOYMENT AGREEMENT FINAL Agreement) directly or indirectly, individually or as an officer, director, employee, shareholder, consultant, contractor, partner, joint venturer, agent, equity owner, or in further consideration of the Participant’s exposure to the Confidential Information of the Groupany capacity whatsoever, the Participant agrees that the Participant shall not, during the period of the Participant’s Service and for [twelve (12)] [twenty-four (24)] months following the termination thereof, i) regardless of the reason for such termination 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 regardless (y) which is, or owns or operates restaurants, located within thirty (30) miles of whether the Participant is then entitled to receive any severance benefits Del Frisco’s Double Eagle Steak House restaurant, any Del Frisco’s Grill restaurant, or any Xxxxxxxx’x Steakhouse restaurant (the a “Restriction PeriodCompeting Business”), or (ii) (x) hire, attempt to 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, own, manage, operate, join, control, be contact or business relations during the period of time that Executive was 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 Exchange Act, standing alone, be prohibited by this Section 6(b), so long as the 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 Section 6(b), “Restricted Enterprise” shall mean any 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 competitive with the business conducted by the Company or its predecessors-in-interest or its affiliates (herein, 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 with any Protected Company or change the terms and its direct conditions upon which they conduct their business with any Protected Company where Executive had, whether directly or indirect subsidiariesindirectly, partnerships and joint ventures contact during the Participant’s Service, within the United States and anywhere outside the United States where the Company and its direct Employment Period or indirect subsidiaries, partnerships and joint ventures operated business relations during the Participant’s ServiceEmployment Period with such vendors or suppliers, or about whom Executive possesses Confidential Information.

Non-Competition. By and Without the consent in consideration writing of the CompanyBoard, Executive will not, at any time during the Term and for a period of two years following termination of Executive’s entering into this Agreementemployment for any reason, and acting alone or in further consideration conjunction with others, directly or indirectly (i) engage (either as owner, investor, partner, stockholder, employer, employee, consultant, advisor, or director) in any business in which he has been directly engaged on behalf of the Participant’s exposure to the Confidential Information of the GroupCompany or any affiliate, the Participant agrees that the Participant shall notor has supervised as an executive thereof, during the period 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; (ii) induce any customers of the Participant’s Service and for [twelve (12)] [twenty-four (24)] months following the termination thereof, regardless Company or any of the reason for such termination and regardless of whether the Participant is then entitled to receive any severance benefits (the “Restriction Period”)its affiliates with whom Executive has had contacts or relationships, directly or indirectly, ownduring and within the scope of his employment with the Company or any of its affiliates, manage, operate, join, control, be employed byto curtail or cancel their business with the Company or any such affiliate; (iii) induce, or participate in attempt to influence, any employee of the ownershipCompany or any of its affiliates to terminate employment; or (iv) solicit, management, operation hire or control of, retain as an employee or be connected in any manner with, including, without limitation, holding any position as a stockholder, director, officer, consultant, independent contractor, employeeor assist any third party in the solicitation, partnerhire, or investor inretention as an employee or independent contractor, any Restricted Enterprise (as defined below)person who during the previous 12 months was an employee of the Company or any affiliate; provided, however, that the limitation contained in no event clause (i) above shall not apply if Executive’s employment is terminated as a result of a termination by the Company without Cause following a Change in Control or is terminated by Executive for Good Reason following a Change in Control; and provided further, that activities engaged in by or on behalf of the Company are not restricted by this covenant. The provisions of subparagraphs (i), (ii), (iii), and (iv) 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 (1%) or less of the outstanding equity securities of any company having securities listed on an exchange or regularly traded in the limited partnership interest in any private equity fundover-the-counter market shall not, hedge fund or venture capital fund or any class of any issuer whose securities are registered under the Exchange Act, standing aloneitself, be prohibited by this Section 6(b), so long as the 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 deemed inconsistent with clause (i) of this Section 6(b10(a), “Restricted Enterprise” shall mean any 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 competitive with the business conducted by the Company and its direct or indirect subsidiaries, partnerships and joint ventures during the Participant’s Service, within the United States and anywhere outside the United States where the Company and its direct or indirect subsidiaries, partnerships and joint ventures operated during the Participant’s Service.

Non-Competition. By and The Executive hereby agrees that, in consideration the event of a termination of the CompanyExecutive’s entering into this Agreement, and in further consideration of the Participant’s exposure employment prior to the Confidential Information occurrence of the Groupa Change in Control, the Participant agrees that the Participant Executive shall not, at any time during the 6 month period beginning on the Date of the Participant’s Service and for [twelve (12)] [twenty-four (24)] months 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 Termination (the “Restriction Restricted Period”), directly or indirectlyindirectly engage in, own, manage, operate, join, control, be employed byhave any equity interest in, or participate manage or operate any Person, firm, corporation, partnership, business or entity (whether as director, officer, employee, agent, representative, partner, security holder, consultant or otherwise) that engages in, in the ownershipRestricted Area (either directly or through any subsidiary or Affiliate thereof), managementany business or activity (i) in the Business, operation (ii) that otherwise competes with the business of the Company or control ofany 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 twelve (12) month period immediately before the Date of Termination (any such business or activity, a “Restricted Business”). Notwithstanding the foregoing, the Executive shall be permitted to acquire a passive stock or be connected equity interest in a Restricted Business; provided that such stock or other equity interest acquired is not more than five percent (5%) of the outstanding interest in such Restricted Business. For purposes of this Agreement, “Restricted Area” means (i) the United States, Canada or any manner withterritory of either of the foregoing, (ii) any other location where the Company or any of its direct or indirect subsidiaries engages in business or (iii) any other location where the Company or any of its direct or indirect subsidiaries has taken Active Steps at any time during the twelve (12) month period immediately before the Date of Termination. For purposes of this Agreement, “Business” shall mean (i) the business of acquisition, development, construction and/or origination, financing, management and disposition of distributed (including, without limitation, holding any position as a stockholderresidential, directorcommercial, officercommunity solar and industrial) solar energy production and storage equipment and related leases, consultant, independent contractor, employee, partner, loans or investor in, any Restricted Enterprise other financing instruments or arrangements and the actions and transactions related or ancillary thereto and (as defined below); provided, that in no event shall ownership of one percent (1%ii) 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 Exchange Act, standing alone, be prohibited by this Section 6(b), so long as the 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 Section 6(b), “Restricted Enterprise” shall mean any 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 in which the Company or any member of the Group is participating in, or has taken substantive steps towards participating in, as of the date hereof) that is competitive with the business conducted entity owned by the Company and its direct or indirect subsidiaries, partnerships and joint ventures during are materially engaged on the Participantdate of the Executive’s Service, within the United States and anywhere outside the United States where the Company and its direct or indirect subsidiaries, partnerships and joint ventures operated during the Participant’s ServiceDate of Termination.

Non-Competition. By During the Employment Period and after termination of Executive’s employment hereunder, whether or not such termination is without Cause or for Good Reason, Executive shall not be involved in consideration the Restricted Business Activities, as defined below, for the period ending twelve (12) months after the date of termination of Executive’s employment (the “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’s entering into this Agreement, and in further consideration of the Participant’s exposure to the Confidential Information of the Group, the Participant agrees that the Participant shall not, during the period of the Participant’s Service and for [twelve (12)] [twenty-four (24)] months 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 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 other publicly-held company. Notwithstanding the limited partnership interest in any private equity fundforegoing, hedge fund or venture capital fund or any class of any issuer whose securities are registered under the Exchange Act, standing alone, be prohibited by this Section 6(b), for so long as a majority of the Participant does not haveissued and outstanding capital stock of the Company is owned directly or indirectly by Berggruen Holdings, Limited or exerciseone 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 that would be difficult to quantify and for which money damages would be inadequate, any rights party included in the definition of FGX Holdings or any of its subsidiaries shall have the right to manage injunctive relief to prevent or operate restrain any such violation, without the business 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 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 fund or issuer other than rights obligations is unreasonable in light of the circumstances as a limited partner or stockholder thereof. For purposes they then exist, then it is the intention of both Executive and the Company that Executive’s obligations under this Section 6(b), “Restricted Enterprise” 9 shall mean any enterprise (including, but not limited to, any enterprise related be construed by the court in such a manner as to impose only those restrictions on the business conduct of acquiring, developing, investing, structuring or managing retail net lease real estate properties and any other lines of business any member Executive which are reasonable in light of the Group is participating in, or has taken substantive steps towards participating in, circumstances as they then exist and necessary to assure the Company of the date hereof) that is competitive with the business conducted by the Company and its direct or indirect subsidiaries, partnerships and joint ventures during the Participantintended benefit of Executive’s Service, within the United States and anywhere outside the United States where the Company and its direct or indirect subsidiaries, partnerships and joint ventures operated during the Participant’s Serviceobligations under this Section 9.

Non-Competition. By and in consideration of the Company’s 's entering into this AgreementAgreement and the Salary and benefits to be provided by the Company hereunder, and further in further consideration of the Participant’s Employee's exposure to the Confidential Information proprietary information of the GroupCompany, the Participant Employee agrees that that, subject to the Participant shall provisions of the last two sentences of Section 1(b), the Employee will not, during the period of the Participant’s Service and for [twelve (12)] [twenty-four (24)] months 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”)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 (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 Exchange Act, standing alone, be prohibited by this Section 6(b), so long as the 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 thereofCompeting Enterprise. For purposes of this Section 6(b)paragraph, “Restricted the term "Competing Enterprise” " shall mean any enterprise person, corporation, partnership or other entity operating one or more supermarkets within a ten (including10) mile radius of any Company store if the aggregate of such Company stores (x) represent ten percent (10%) or more of the 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, but not limited to, (1) "supermarket" means any enterprise related store which is part of a supermarket or combination store chain or is a warehouse club selling grocery and perishable items to the business public and (2) any entity operating supermarkets includes any wholesaler to independently-owned supermarkets operating under the same tradename. The prohibition of acquiring, developing, investing, structuring this clause (b) shall not be deemed to prevent Employee from owning 1% or managing retail net lease real estate properties and less of any other lines class of business any member equity securities of an entity that has a class of equity securities registered under Section 12 of the Group is participating in, or has taken substantive steps towards participating inSecurities Exchange Act of 1934, as amended. Notwithstanding anything to the contrary in this Section 8(b), the non-competition clause contained in this Section 8(b) shall immediately terminate on the effective date of termination of the date hereof) that is competitive Employee's employment with the business conducted Company unless such termination is a result of termination of the Employee's employment with the Company by the Company and its direct for Cause or indirect subsidiaries, partnerships and joint ventures during is a result of termination of the Participant’s Service, within the United States and anywhere outside the United States where Employee's employment with the Company by the Employee without Good Reason, in which case the non-competition clause contained in this Section 8(b) shall remain in full force and its direct or indirect subsidiaries, partnerships and joint ventures operated during effect for the Participant’s Serviceduration of the Employment Term.

Non-Competition. By and in consideration of the Company’s entering into this Agreement and the Merger Agreement, and the payments to be made by the Company hereunder, and in further consideration of the ParticipantEmployee’s exposure to the Confidential Information of the GroupEntities, the Participant Employee agrees that the Participant Employee shall not, during the Employee’s employment with the Company and thereafter for a period of the Participant’s Service and for [twelve (12)] [ending twenty-four (24)] ) months following the termination thereof, regardless of the Employee’s employment for any 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, 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 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 ActAct of 1934, as amended, standing alone, be prohibited by this Section 6(b), 3.2 so long as the Participant Employee 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 Section 6(b)3.2, “Restricted Enterprise” shall mean any enterprise Person that is engaged, in any geographic area in which the Parent, the Company or any of its or their subsidiaries (includingthe “Company Group”) operates or markets, but not limited to, in any enterprise related to business which is in competition with the business of acquiringthe Company Group (i) conducted during the preceding twelve (12) months (or following the Employee’s termination of employment, developing, investing, structuring the twelve (12) months preceding the date of termination of the Employee’s employment with the Company) or managing retail net lease real estate properties and any other lines of business (ii) proposed to be conducted by any member of the Company Group is participating inin its business plan as in effect at that time (or following the Employee’s termination of employment, or has taken substantive steps towards participating in, the business plan as in effect as of the date hereof) that is competitive of termination of the Employee’s employment with the business conducted by Company). During the Restriction Period, upon request of the Company, the Employee shall notify the Company and its direct or indirect subsidiaries, partnerships and joint ventures during of the ParticipantEmployee’s Service, within the United States and anywhere outside the United States where the Company and its direct or indirect subsidiaries, partnerships and joint ventures operated during the Participant’s Servicethen-current employment status.

Non-Competition. By and Without the consent in consideration writing of the Company’s entering into this AgreementBoard, Executive will not, at any time during the Term and for a period of two years following termination of Executive's employment for any reason, acting alone or in further consideration conjunction with others, directly or indirectly (i) engage (either as owner, investor, partner, stockholder, employer, employee, consultant, advisor, or director) in any business in which he has been directly engaged on behalf of the Participant’s exposure to the Confidential Information of the GroupCompany or any affiliate, the Participant agrees that the Participant shall notor has supervised as an executive thereof, during the period 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; (ii) induce any customers of the Participant’s Service and for [twelve (12)] [twenty-four (24)] months following the termination thereof, regardless Company or any of the reason for such termination and regardless of whether the Participant is then entitled to receive any severance benefits (the “Restriction Period”)its affiliates with whom Executive has had contacts or relationships, directly or indirectly, ownduring and within the scope of his employment with the Company or any of its affiliates, manage, operate, join, control, be employed byto curtail or cancel their business with the Company or any such affiliate; (iii) induce, or participate in attempt to influence, any employee of the ownershipCompany or any of its affiliates to terminate employment; or (iv) solicit, management, operation hire or control of, retain as an employee or be connected in any manner with, including, without limitation, holding any position as a stockholder, director, officer, consultant, independent contractor, employeeor assist any third party in the solicitation, partnerhire, or investor inretention as an employee or independent contractor, any Restricted Enterprise (as defined below)person who during the previous 12 months was an employee of the Company or any affiliate; provided, however, that the limitation contained in no event clause (i) above shall not apply if Executive's employment is terminated as a result of a termination by the Company without Cause following a Change in Control or is terminated by Executive for Good Reason following a Change in Control; and provided further, that activities engaged in by or on behalf of the Company are not restricted by this covenant. The provisions of subparagraphs (i), (ii), (iii), and (iv) 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 (1%) or less of the outstanding equity securities of any company having securities listed on an exchange or regularly traded in the limited partnership interest in any private equity fundover-the-counter market shall not, hedge fund or venture capital fund or any class of any issuer whose securities are registered under the Exchange Act, standing aloneitself, be prohibited by this Section 6(b), so long as the 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 deemed inconsistent with clause (i) of this Section 6(b10(a), “Restricted Enterprise” shall mean any 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 competitive with the business conducted by the Company and its direct or indirect subsidiaries, partnerships and joint ventures during the Participant’s Service, within the United States and anywhere outside the United States where the Company and its direct or indirect subsidiaries, partnerships and joint ventures operated during the Participant’s Service.

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 Agreementcompensation to be received hereunder, and Executive’s ownership interest in further consideration of the Participant’s exposure to the Confidential Information of the GroupCompany, the Participant Executive agrees that the Participant shall not, during the period of his employment by the Participant’s Service Company and for [twelve the greater of (12)] [twenty-four i) one year following his employment with the Company or (24)] months following ii) the termination thereof, regardless of the reason for such termination and regardless of whether the Participant is then entitled to receive any severance benefits Severance Period (the “Restriction Non-Competition Period”), Executive shall not, whether for compensation or 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 of the limited partnership interest in any private equity fund, hedge fund or venture capital fund or any class shares of any issuer corporation whose shares are publicly traded on a national securities are registered under exchange or in the Exchange Actover-the-counter market shall not of itself constitute a breach hereunder. In addition, standing aloneExecutive shall not, be prohibited by this Section 6(b)directly or indirectly, so long as during the Participant does not haveNon-Competition Period, request or exercise, cause any rights suppliers or customers with whom the Fairway Group has a business relationship to manage cancel or operate the terminate any such business of such fund or issuer other than rights as a limited partner or stockholder thereof. For purposes of this Section 6(b), “Restricted Enterprise” shall mean any 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 relationship with any member of the Fairway Group is participating inor solicit, interfere with, entice from or has taken substantive steps towards participating in, as hire from any member of the date hereofFairway Group any employee (or former employee) that is competitive with of any member of the business conducted by 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 its direct or indirect subsidiaries, partnerships and joint ventures during the Participant’s Service, such breach is not cured within the United States and anywhere outside the United States where thirty (30) days after written notice of such breach is provided to the Company and its direct or indirect subsidiariesby Executive, partnerships and joint ventures operated during then in addition to any other remedies available to the Participant’s ServiceExecutive, Executive shall be released from his obligations under this Section 9. If Executive does not comply with his obligations under this Section 9 (other than in the circumstances described in the preceding sentence), then notwithstanding anything herein to the contrary, the Company shall not be obligated to pay Executive any remaining portion of the Severance Payments.

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 AgreementEmployee'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 a nature similar to the business of the Participant’s exposure to the Confidential Information of the Group, the Participant agrees that the Participant shall not, during the Company or its subsidiaries; and (ii) (A) for a period of the Participant’s Service and for [twelve (12)] [twenty-four ) months after the Termination Date (24)] months following as defined in Section 6) due to a termination of this Agreement for Cause (as defined herein) or (B) for such period as the Company shall continue to pay to the Employee his Base Salary and health insurance benefits in accordance with Section 8(b) after a termination thereof, regardless of the reason Employee's employment Without Cause (as defined below) or 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 Disability (as defined below); provided, he will not, in any geographic area in which the Company or any of its subsidiaries does business as of the Termination Date, compete with or be engaged in the same business as, or Participate In, any other business or organization which competes with or is engaged in the same business as the Company or its subsidiaries with respect to any service offered or activity engaged in up to the Termination Date, except that in no event shall ownership each case the provisions of one percent (1%) or less this Section 3 will not be deemed breached merely because the Employee owns not more than 2% of the outstanding common stock of a corporation, if, at the time of its acquisition by the Employee, such stock is listed on a national securities of the limited partnership interest in any private equity fundexchange, hedge fund or venture capital fund or any class of any issuer whose securities are registered under the Exchange Act, standing alone, be prohibited by this Section 6(b), so long as the Participant does not haveis reported on NASDAQ, or exercise, any rights to manage or operate is regularly traded in the business of such fund or issuer other than rights as over-the-counter market by a limited partner or stockholder thereof. For purposes of this Section 6(b), “Restricted Enterprise” shall mean any 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 competitive with the business conducted by the Company and its direct or indirect subsidiaries, partnerships and joint ventures during the Participant’s Service, within the United States and anywhere outside the United States where the Company and its direct or indirect subsidiaries, partnerships and joint ventures operated during the Participant’s Servicea national securities exchange.

Non-Competition. By The Grantee acknowledges and in consideration recognizes the highly competitive nature of the Company’s entering into this Agreement, and in further consideration business of the Participant’s exposure to the Confidential Information Company and accordingly agrees that while Grantee is an employee of the Group, the Participant agrees that the Participant shall not, during the period of the Participant’s Service Company and for the [twelve one year for VPs/6 months for Directors/3 months for managers] period following termination of such relationship for any reason (12)] [twenty-four (24)] months 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 voluntary or involuntary) (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, acquire an interest in, or otherwise engage in, act for, or act on behalf of any Person (other than Company and its subsidiaries and affiliates) engaged in any activity that Grantee was responsible for during Grantee’s employment with Company where such activity is 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 or affiliates that are different from and in addition to the areas in which Grantee primarily works for Company (the “Additional Protected Areas of Business”). As a result, the Grantee agrees he/she shall not own, manage, control, be employed byoperate, invest in, acquire an interest in, or participate otherwise act for, act on behalf, or provide the same or similar services to, any Person that engages 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, Additional Protected Areas of Business. The Grantee acknowledges and agrees that in no event shall ownership the geographical limitations and duration of one percent (1%) or less of this covenant not to compete are reasonable. To the outstanding securities of extent that 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 Exchange Act, standing alone, be prohibited by this Section 6(b), so long as the 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 provisions of this Section 6(b)10(a) conflict with any other agreement signed by Grantee relating to non-competition, “Restricted Enterprise” shall mean any enterprise (includingthe provisions that are most protective of the Company’s, 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 inits subsidiaries’ or affiliates’, or has taken substantive steps towards participating in, as of the date hereof) that is competitive with the business conducted by the Company and its direct or indirect subsidiaries, partnerships and joint ventures during the Participant’s Service, within the United States and anywhere outside the United States where the Company and its direct or indirect subsidiaries, partnerships and joint ventures operated during the Participant’s Serviceinterests shall govern.

Non-Competition. By and in consideration of the Company’s entering into this AgreementEmployment Agreement and the payments to be made and benefits to be provided by the Company hereunder, and in further consideration of the ParticipantExecutive’s exposure to the Confidential Information of the GroupCompany and its affiliates, the Participant Executive agrees that the Participant Executive shall not, during the Executive’s employment with the Company (whether during the Term or thereafter) and for a period of the Participant’s Service and for [twelve (12)] [twenty-four (24)] ) months 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 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 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 ActAct of 1934, as amended, standing alone, be prohibited by this Section 6(b)4.2, so long as the Participant 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 Section 6(b)paragraph, “Restricted Enterprise” shall mean any enterprise Person that is actively engaged in any geographic area in which the Parent, the Company, or any of their respective subsidiaries (including, but not limited to, the “Company Group”) operates or markets in any enterprise related to business which is in material competition with 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 Company Group is participating in(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 has taken substantive steps towards participating in(ii) proposed to be conducted by any member of the Company Group in its 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 hereof) that is competitive of termination of the Executive’s employment with the business conducted by Company). During the Restriction Period, upon request of the Company, the Executive shall notify the Company and its direct or indirect subsidiaries, partnerships and joint ventures during of the ParticipantExecutive’s Service, within the United States and anywhere outside the United States where the Company and its direct or indirect subsidiaries, partnerships and joint ventures operated during the Participant’s Servicethen-current employment status.

Non-Competition. By The Grantee covenants and in consideration of the Company’s entering into this Agreement, and in further consideration of the Participant’s exposure to the Confidential Information of the Group, the Participant agrees that the Participant shall not, during the Grantee’s Employment and for a period of the Participant’s Service 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)] [twenty-four (24)] ) months following the Grantee’s termination thereofof Employment, regardless whether such termination occurs at the insistence of the reason Company or its Affiliates or the Grantee (for such termination and regardless of whether whatever reason), the Participant is then entitled to receive any severance benefits (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 business, venture or activity that directly or indirectly competes, or is in planning, or has undertaken any preparation, to compete, with the Business of the Company or any of its Immediate Affiliates (as defined belowany Person who engages in any such business venture or activity, a “Competitor”); provided, except that nothing contained in no event this Section 11(a) shall prevent the Grantee’s wholly passive ownership of one two percent (12%) or less of the outstanding equity 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 Exchange Act, standing alone, be prohibited by this Section 6(b), so long as the Participant does not have, or exercise, any rights to manage or operate the business of such fund or issuer other than rights as Competitor that is a limited partner or stockholder thereofpublicly-traded company. For purposes of this Section 6(b11(a), the “Restricted EnterpriseBusiness 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 Grantee’s Employment, or with respect to the Grantee’s obligations following his or her termination of Employment, the twelve (12) months immediately preceding the Grantee’s termination of Employment; provided, that the term “Competitor” shall mean not include any enterprise business, venture or activity whose gross receipts derived from the retail sale of arts and crafts products (includingaggregated with the gross receipts derived from the retail sale of arts and crafts projects of any related business, but not limited toventure or activity) are less than ten percent (10%) of the aggregate gross receipts of such businesses, any enterprise related to ventures or activities. For purposes of this Section 11(a), the business “Territory” is comprised of acquiringthose states within the United States, developingthose provinces of Canada, investing, structuring or managing retail net lease real estate properties and any other lines geographic area in which the Company or any of its Immediate Affiliates was doing business or actively planning to do business at any member time during the Grantee’s Employment, or with respect to the Grantee’s obligations following his or her termination of Employment the twelve (12) months immediately preceding the Grantee’s termination of Employment. For purposes of this Section, “Immediate Affiliates” means those Affiliates which are one of the Group is participating in, or has taken substantive steps towards participating in, as of the date hereoffollowing: (i) that is competitive with the business conducted by the Company and its a direct or indirect subsidiariessubsidiary of the Company, partnerships and joint ventures during the Participant’s Service, within the United States and anywhere outside the United States where (ii) a parent to the Company and its or (iii) a direct or indirect subsidiaries, partnerships and joint ventures operated during the Participant’s Servicesubsidiary of such a parent.

Non-Competition. By The Optionee covenants and in consideration of the Company’s entering into this Agreement, and in further consideration of the Participant’s exposure to the Confidential Information of the Group, the Participant agrees that the Participant shall not, during the Optionee’s Employment and for a period of the Participant’s Service and for [twelve (12)] [twenty-four (24) months (and such period shall be tolled on a day-to-day basis for each day during which the Optionee participates in any activity in violation of the restrictions set forth in this Section 5(a)] months ) following the Optionee’s termination thereofof Employment, regardless whether such termination occurs at the insistence of the reason Company or its Affiliates or the Optionee (for such termination and regardless of whether whatever reason), the Participant is then entitled to receive any severance benefits (the “Restriction Period”)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 business, venture or activity that directly or indirectly competes, or is in planning, or has undertaken any preparation, to compete, with the Business of the Company or any of its Immediate Affiliates (as defined belowany Person who engages in any such business venture or activity, a “Competitor”); provided, except that nothing contained in no event this Section 5(a) shall prevent the Optionee’s wholly passive ownership of one two percent (12%) or less of the outstanding equity 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 Exchange Act, standing alone, be prohibited by this Section 6(b), so long as the Participant does not have, or exercise, any rights to manage or operate the business of such fund or issuer other than rights as Competitor that is a limited partner or stockholder thereofpublicly-traded company. For purposes of this Section 6(b5(a), the “Restricted EnterpriseBusiness 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 Optionee’s Employment, or with respect to the Optionee’s obligations following his or her termination of Employment the twelve (12) months immediately preceding the Optionee’s termination of Employment; provided, that the term “Competitor” shall mean not include any enterprise business, venture or activity whose gross receipts derived from the retail or wholesale sale of arts and crafts, or framing products and services (includingaggregated with the gross receipts derived from the retail and wholesale sale of such products or any related business, but not limited toventure or activity) are less than ten percent (10%) of the aggregate gross receipts of such businesses, any enterprise related to ventures or activities. For purposes of this Section 5(a), the business “Territory” is comprised of acquiringthose states within the United States, developingthose provinces of Canada, investing, structuring or managing retail net lease real estate properties and any other lines geographic area in which the Company or any of its Immediate Affiliates was doing business or actively planning to do business at any member time during the Optionee’s Employment, or with respect to the Optionee’s obligations following his or her termination of Employment the twelve (12) months immediately preceding the Optionee’s termination of Employment. For purposes of this Section, “Immediate Affiliates” means those Affiliates which are one of the Group is participating in, or has taken substantive steps towards participating in, as of the date hereoffollowing: (i) that is competitive with the business conducted by the Company and its a direct or indirect subsidiariessubsidiary of the Company, partnerships and joint ventures during the Participant’s Service, within the United States and anywhere outside the United States where (ii) a parent to the Company and its or (iii) a direct or indirect subsidiaries, partnerships and joint ventures operated during the Participant’s Servicesubsidiary of such a parent.

Non-Competition. By During the 12-month period that commences on the Termination Date and in consideration ends on the first anniversary of the Termination Date, the Executive shall not, without the prior consent of the Company’s entering into this Agreement, and in further consideration of the Participant’s exposure to the Confidential Information of the Group, the Participant agrees that the Participant shall not, during the period of the Participant’s Service and for [twelve (12)] [twenty-four (24)] months 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, 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 with any position as business which directly or indirectly competes to a stockholder, director, officer, consultant, independent contractor, employee, partner, or investor in, material extent with any Restricted Enterprise (as defined below); provided, that in no event shall ownership line of one percent (1%) or less business of the outstanding securities Company or its 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 the limited partnership interest in any private equity fund, hedge fund or venture capital fund or any class of outstanding equity securities of any issuer corporation whose equity securities are registered under regularly traded on a national securities exchange or in the Exchange Act"over-the-counter market," and provided further, standing alone, be prohibited by this Section 6(b), so long as that the 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 foregoing restriction of this Section 6(b11(C) shall not be construed as to require Executive to violate the Rules of Professional Conduct (applicable to attorneys), “Restricted Enterprise” . The foregoing noncompetition restriction of this Section 11(C) shall mean any enterprise not apply following a Change of Control Event if (including, but not limited to, any enterprise related to v) 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 Executive's employment has taken substantive steps towards participating in, as of the date hereof) that is competitive with the business conducted been terminated by the Company and its direct 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 indirect subsidiaries, partnerships and joint ventures during (x) the Participant’s ServiceCompany elects, within two years following such Change in Control Event, not to extend the United States 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 anywhere outside such termination is at the United States where 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 its direct the circumstances or indirect subsidiariesevents which constitute the basis for Executive's claim of Constructive Discharge occur at the request or direction of, partnerships 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 joint ventures operated during such election was at the Participant’s Servicerequest or direction of or pursuant to negotiations with such Person; or 4) the Executive's employment is terminated without Cause within two years following such Potential Change in Control and such termination is otherwise in connection with or in anticipation of a Change in Control which actually occurs.

Non-Competition. By At all times while the Executive is employed by the Company and in consideration for a period of: (i) two (2) years after any termination of the CompanyExecutive’s entering into this Agreement, and in further consideration employment for Cause or the Executive’s termination of his employment without Good Reason; (ii) the lesser of one (1) year or the remainder of the Participant’s exposure to the Confidential Information Term after any termination of the GroupExecutive’s employment by the Company without Cause or the Executive’s termination for Good Reason; and (iii) one (1) year following the non-renewal of this Agreement or any termination pursuant to Section 5, the Participant agrees that the Participant Executive shall not, during the period of the Participant’s Service and for [twelve (12)] [twenty-four (24)] months 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, 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 of the outstanding securities of the limited partnership interest in any private equity fundCompany or the acquisition by the Executive, hedge fund or venture capital fund or any class solely as an investment, of securities of any issuer whose securities are that is registered under Section 12(b) or 12(g) of the Securities Exchange ActAct of 1934, standing aloneas amended and that are listed or admitted for trading on any United States national securities exchange or that are quoted on the National Association of Securities Dealers Automated Quotations System, be prohibited by this Section 6(b)or any similar system or automated dissemination of quotations of securities prices in common use, so long as the Participant 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 fund or issuer other than rights as a limited partner or stockholder thereofissuer. For purposes of this Section 6(b)6.1, the term “Restricted EnterpriseBusiness” shall mean any 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 Business and any other lines business in which the Company is engaged prior to the delivery of business any member a notice of the Group is participating in, or has taken substantive steps towards participating in, as of the date hereof) that is competitive with the business conducted termination by the Company or the Executive hereunder and its direct or indirect subsidiaries, partnerships and joint ventures during the Participant’s Service, within the United States and anywhere outside the United States where which business the Company and its direct or indirect subsidiaries, partnerships and joint ventures operated during is engaged at the Participantdate of termination of the Executive’s Serviceemployment.

Non-Competition. By While the Executive is employed and for a period following the termination of the Executive’s employment 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 consideration any other capacity, other than on behalf of the Company’s entering into this Agreement, and in further consideration of the Participant’s exposure to the Confidential Information of the Grouporganize, the Participant agrees that the Participant shall not, during the period of the Participant’s Service and for [twelve (12)] [twenty-four (24)] months 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 indirectlyestablish, own, manage, operate, joinmanage, control, engage in, participate in, invest in, permit his name to be employed used by, act as a consultant or participate advisor to, render services for (alone or in the ownershipassociation with any person, managementfirm, operation corporation or control ofbusiness organization), or be connected 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 manner with, business conducted by the Company or its subsidiaries (x) on the date of the Executive’s termination of employment (including, without limitation, holding any position business which the Company or its subsidiaries has specific plans to conduct in the future and as to which the Executive is aware) or (y) within twelve (12) months 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 “Competitive Business”). Notwithstanding the foregoing, the Executive may, directly or indirectly own, solely as an investment, securities of any firm, partnership, joint venture, association, corporation or other business organization, entity or enterprise engaged in the business of the Company which are publicly traded on a stockholder, director, officer, consultant, independent contractor, employee, partnernational or regional stock exchange or on the over-the-counter market if the Executive is not a controlling person of, or investor ina member of a group which controls, any Restricted Enterprise (as defined below); provided, that in no event shall ownership such entity and does not directly or indirectly own 5% or more 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 such entity. Should any issuer whose securities are registered under the Exchange Act, standing alone, be prohibited by provision of this Section 6(b)5.2 conflict with the provisions of any other written agreement between the Company and the Executive, so long as the 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 thereofthis Section 5.2 shall govern. For the purposes of this Section 6(b)Employment Agreement, “the term Non-Competition Restricted Enterprise” Period shall mean any enterprise (includingx) the period the Executive is entitled to receive payments or benefits pursuant to Section 4.4 hereof, but not limited to, any enterprise related to if the business Executive’s employment terminates without Cause or if the Executive terminates his employment for Good Reason and (y) a period of acquiring, developing, investing, structuring or managing retail net lease real estate properties and one year if the executive’s employment hereunder terminates for 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 competitive with the business conducted by the Company and its direct or indirect subsidiaries, partnerships and joint ventures during the Participant’s Service, within the United States and anywhere outside the United States where the Company and its direct or indirect subsidiaries, partnerships and joint ventures operated during the Participant’s Servicereason.

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 Agreement, a high degree of importance. Executive covenants and in further consideration of the Participant’s exposure to the Confidential Information of the Group, the Participant agrees with Employer that the Participant shall Executive will not, during the term of this Agreement and for a period of the Participant’s Service and for [twelve (12)] [twenty-four (24)] months following after the termination thereofof Executive's employment hereunder, regardless of the reason for such termination and regardless of whether the Participant is then entitled to receive in any severance benefits (the “Restriction Period”)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, business which engages in any Restricted Enterprise (as defined below); provided, that direct competitive activity in no event shall ownership of one percent (1%) or less any of the outstanding securities of product categories in which Employer currently sells or shall sell at any time during the limited partnership interest Term in any private equity fundsuch 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 CYSP. Notwithstanding the foregoing if Executive is terminated without cause or terminates his employment for Good Reason, hedge fund or venture capital fund or any class of any issuer whose securities are registered under the Exchange Act, standing alone, be prohibited by non-competition provisions contained in this Section 6(b), so long as the 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 Section 6(b), “Restricted Enterprise” paragraph 11 shall mean any 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, terminate as of the effective date hereof) that is competitive with the business conducted by the Company and its direct or indirect subsidiaries, partnerships and joint ventures during the Participant’s Service, within the United States and anywhere outside the United States where the Company and its direct or indirect subsidiaries, partnerships and joint ventures operated during the Participant’s Serviceof such termination.

Non-Competition. By The Executive covenants and in consideration of the Company’s entering into this Agreement, and in further consideration of the Participant’s exposure to the Confidential Information of the Group, the Participant agrees that the Participant shall notthat, during the Executive’s employment and for a period of the Participant’s Service and for [twelve (12)] [twenty-four (24)] ) months following thereafter (to 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”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, officer, director, board member, manager, partner, agent, or 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 manner (whether or not for compensation or gain) a person or entity that engages in any business in which the Company or any of its corporate controlled affiliates is engaged as of the Date of Termination (as defined below) (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 or any of its corporate controlled affiliates, or is otherwise competitive with 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 investor in, any Restricted Enterprise other service provider to an entity providing services) where Executive is not providing consulting services to (1) a business or entity in direct or indirect competition with the products and services of the Company as of the Date of Termination (as defined below), 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 no event shall 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 of less than 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 stock of any issuer whose corporation listed on a national securities are registered under the Exchange Act, standing alone, exchange shall not be prohibited by this Section 6(b), so long as the Participant does not have, or exercise, any rights to manage or operate the business of such fund or issuer other than rights as deemed a limited partner or stockholder thereof. For purposes violation of this Section 6(b9(a), “Restricted Enterprise” shall mean any 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 competitive with the business conducted by the Company and its direct or indirect subsidiaries, partnerships and joint ventures during the Participant’s Service, within the United States and anywhere outside the United States where the Company and its direct or indirect subsidiaries, partnerships and joint ventures operated during the Participant’s Service.

Non-Competition. By and The Employee agrees that, except as set forth in consideration of the Company’s entering into this AgreementSchedule A, and in further consideration of the Participant’s exposure to the Confidential Information of the Group, the Participant agrees that the Participant shall notattached hereto, during the Employee’s employment by the Company hereunder and for an additional period of six (6) months after the Participanttermination of the Employee’s Service employment hereunder (with respect to central nervous system disorders and for [pediatric epilepsies) and a period of twelve (12) months (with respect to status epilepticus and any other Competitive Business)] [twenty-four , 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 the Employee performs services in any capacity (24)] months following the termination thereof, regardless of the reason for including as a consultant or independent contractor) shall at any time during such termination and regardless of whether the Participant is then entitled to receive any severance benefits period (the “Restriction 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 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 Exchange Act, standing alone, be prohibited by this Section 6(b), so long as the 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 thereofCompany. For purposes of this Section 6(b5(b), the term “Restricted EnterpriseCompetitive Business” shall mean any enterprise (includingfirm or business organization that competes with the 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 at the time of termination of the Employee’s employment with the Company. The foregoing prohibition shall not prevent any employment or 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 any product or service being developed, manufactured, marketed, distributed or planned in writing by the Company at the time of termination of Employee’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). The Employee is entering into this covenant not to compete to continue the Employee’s undertaking in the Prior Agreement and in consideration of the additional agreements of the Company in this Agreement, 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 rights of the Group is participating in, or has taken substantive steps towards participating in, as of the date hereofEmployee set forth in Sections 4(d) that is competitive with the business conducted by the Company and its direct or indirect subsidiaries, partnerships and joint ventures during the Participant’s Service, within the United States and anywhere outside the United States where the Company and its direct or indirect subsidiaries, partnerships and joint ventures operated during the Participant’s Service4(e).

Non-Competition. By and in consideration of the Company’s entering into this AgreementRetention Agreement and the payments to be made and benefits to be provided by the Company hereunder, and in further consideration of the ParticipantEmployee’s exposure to the Confidential Information of the GroupCompany and its affiliates, the Participant Employee agrees that the Participant Employee shall not, during the period of Employee’s employment with the Participant’s Service Company and for [twelve (12)] [twentya twelve-four (24)] months 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 month period 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 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 ActAct of 1934, as amended, standing alone, be prohibited by this Section 6(b)5.2, so long as the Participant Employee 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, 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 Section 6(b)paragraph, “Restricted Enterprise” shall mean any enterprise Person that is engaged, directly or indirectly, in (including, but not limited to, any enterprise related or intends or proposes 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 engage in, or has taken substantive steps towards participating been organized for the purpose of engaging in, as ) the generic injectible pharmaceutical industry. During the one-year period following the termination of the date hereof) that is competitive Employee’s employment with the business conducted by Company, upon request of the Company, the Employee shall notify the Company and its direct or indirect subsidiaries, partnerships and joint ventures during of the ParticipantEmployee’s Service, within the United States and anywhere outside the United States where the Company and its direct or indirect subsidiaries, partnerships and joint ventures operated during the Participant’s Servicethen-current employment status.

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 Agreement, and in further consideration of the Participant’s exposure Executive access to the Confidential Information and the Executive's knowledge of the Group, Confidential Information will enable the Participant agrees that Executive to put the Participant shall notEmployer at a significant competitive disadvantage if the Executive is employed or engaged by or becomes involved in a Competitive Business. Accordingly, during the term of this Agreement and for a period of the Participant’s Service and for [twelve (12)] [twenty-four (24)] ) months immediately following the termination thereof, regardless of the reason Executive's employment (unless for such termination and regardless a shorter period of time as determined by Employer as described below), for whatever reason, whether voluntary or involuntary (with or without Cause), the Participant is then entitled to receive any severance benefits (Executive will not, without the “Restriction Period”)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 the case of a termination of the Executive's employment without Cause as described in Section 13(e), the length of the non-competition period in this Section 10 and the length of the non-solicitation period in Section 11 may be shortened by the Employer in its sole discretion, by the Employer providing the Executive with written notice thereof within ten (10) business days of the effective date of termination. In no event shall ownership of one percent may the Employer reduce the non-competition and the non-solicitation provision to less than three (1%3) or less months. Executive will be entitled to severance pay from Employer during the duration of the outstanding securities 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 duration of the limited partnership interest in any private equity fund, hedge fund or venture capital fund or any class non-competition and the duration of any issuer whose securities are registered under the Exchange Act, standing alone, non-solicitation period shall be prohibited by this Section 6(b)equal and they shall run simultaneous with one another, so long as that by way of example, if the Participant does not haveEmployer were to shorten the non-competition period to six months following termination, or exercise, any rights then the non-solicitation period shall automatically shorten 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 Section 6(b), “Restricted Enterprise” shall mean any 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 competitive with the business conducted by the Company and its direct or indirect subsidiaries, partnerships and joint ventures during the Participant’s Service, within the United States and anywhere outside the United States where the Company and its direct or indirect subsidiaries, partnerships and joint ventures operated during the Participant’s Servicesame six months.

Non-Competition. By and in consideration During the Non-competition Period, Executive shall not (except as an officer, director, employee, agent or consultant of the Company’s entering into this Agreement, and in further consideration Company or any of the Participant’s exposure to the Confidential Information of the Group, the Participant agrees that the Participant shall not, during the period of the Participant’s Service and for [twelve (12)] [twenty-four (24)] months 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”), its Affiliates) 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 withwith any business or enterprise, includingwherever located, without limitationwhich is similar to or competitive with the business carried on or planned by the Company or any of its Affiliates at any time during the one year immediately preceding the termination of the Employment Period, holding 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 position 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 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 her rights as a stockholder, director, officer, consultant, independent contractor, employee, partner, or investor in, seeks to do any Restricted Enterprise (as defined below); provided, that in no event shall ownership of one percent (1%) or less of the outstanding securities foregoing. Upon the written request of Executive following termination of the limited partnership interest in any private equity fundEmployment Period, hedge fund the Company shall provide a list of businesses or venture capital fund enterprises that at the time of termination of the Employment Period or during the preceding one year, have been planned by the Company or any class of any issuer whose securities are registered under the Exchange Act, standing alone, be prohibited by this Section 6(b), so long as the 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 thereofits Affiliates. For purposes of this Section 6(b)Agreement, “Restricted Enterprise” the Non-competition Period shall mean any enterprise (includingi) the Employment Period, 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 (ii) one year following termination of the Group is participating in, or has taken substantive steps towards participating in, as of the date hereof) that is competitive with the business conducted Employment Period if terminated by the Company for Cause or by Executive other than for Good Reason; and its direct (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 indirect subsidiaries, partnerships and joint ventures during Executive's termination of the Participant’s Service, within Employment Period for Good Reason. In the United States and anywhere outside the United States where 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 its direct 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 the Non-Competition Period occurring prior to such election. Notwithstanding anything contained herein to the contrary, Executive shall be relieved of the provisions of this Section 8 upon termination of the Employment Period (other than by reason of termination for Cause, without Cause or indirect subsidiariesfor Good Reason) as a result of non-renewal, partnerships and joint ventures operated during whether at the Participant’s ServiceCompany's or Executive's election.

Non-Competition. By and in consideration of the Company’s entering into this AgreementEmployment Agreement and the payments to be made and benefits to be provided by the Company hereunder, and in further consideration of the ParticipantExecutive’s exposure to the Confidential Information of the GroupCompany and its Affiliates, the Participant Executive agrees that the Participant Executive shall not, during the Term and for a period of the Participant’s Service and for [twelve six (12)] [twenty-four (24)] 6) months 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 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 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 amended (the “Exchange Act”), standing alone, be prohibited by this Section 6(b)4.2, so long as the Participant 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 Section 6(b)paragraph, “Restricted Enterprise” shall mean any enterprise Person that is actively engaged in any business which is either (including, but not limited to, any enterprise related to i) in competition with the business of acquiring, developing, investing, structuring the Company or managing retail net lease real estate properties and any other lines of business any member of the Group is participating inits Affiliates, or has taken substantive steps towards participating in, as of the date hereof(ii) that is competitive with the business proposed to be conducted by the Company and or any of its direct Affiliates in the Company’s or indirect subsidiariesits Affiliate’s business plan as in effect at that time (or following the Term, partnerships and joint ventures during the Participant’s Servicebusiness plan as in effect as of the last day of the Term). During the Restriction Period, within upon request of the United States and anywhere outside Company, the United States where Executive shall notify the Company and its direct or indirect subsidiaries, partnerships and joint ventures operated during of the ParticipantExecutive’s Servicethen-current employment status.

Non-Competition. By and in consideration of the Company’s entering into this Agreement, and in further consideration of the Participant’s exposure to the Confidential Information of the Group, the Participant The Executive hereby agrees that the Participant shall notthat, during the Term and for a period of the Participant’s Service and for [twelve eighteen (12)] [twenty-four (24)] 18) months following the termination thereofof his employment under this Agreement, regardless of the reason for such termination and regardless of whether the Participant is then entitled to receive any severance benefits (the “Restriction Period”)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 ofof any business 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 the Company) (i) any project, financing or customer that the Company (or any affiliate or subsidiary of the Company) has under contract (including unfulfilled purchase orders), or be connected any letter of supply 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 manner with, including, without limitation, holding way the hiring of any position as a stockholder, director, officer, consultant, independent contractor, employee, partneremployee of the Company (or any affiliate or subsidiary of the Company), or investor inany employee of any person, firm or other entity, the employees of which the Company.(or any Restricted Enterprise (as defined below); provided, that in no event shall ownership of one percent (1%) affiliate or less subsidiary of the outstanding securities Company) has agreed not to hire or endeavor to hire. The effective time 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 Exchange Act, standing alone, be prohibited limitations imposed by this Section 6(b), so long as 13 shall be extended for the Participant does not have, or exercise, period of time equal to any rights period of time during which the Executive acts in circumstances that a court of competent jurisdiction finds to manage or operate have violated the business of such fund or issuer other than rights as a limited partner or stockholder thereof. For purposes terms of this Section 6(b)13. Because of the Executive's knowledge of the Company's business, “Restricted Enterprise” in the event of the Executive's actual or threatened breach of the provisions of this Section 13, the Company shall mean any enterprise (including, but not limited be entitled to, and the Executive hereby consents to, an injunction restraining the Executive from any enterprise related to of the business of acquiringforegoing. However, developing, investing, structuring or managing retail net lease real estate properties and nothing herein shall be construed as prohibiting the Company from pursuing any other lines available remedies for such breach or threatened breach, including the recovery of business damages from the Executive. The Executive agrees that the provisions of this Section 13 are necessary and reasonable to protect the Company in the conduct of its business. If any member restriction contained in this Section 13 shall be deemed to be invalid or unenforceable by reason of the Group is participating inextent, or has taken substantive steps towards participating induration of geographic scope thereof, as of the date hereof) that is competitive with the business conducted by then the Company shall have the right to reduce such extent, duration, geographic scope of other provisions thereof, and its direct or indirect subsidiaries, partnerships and joint ventures during in their reduced form such restrictions shall then be enforceable in the Participant’s Service, within the United States and anywhere outside the United States where the Company and its direct or indirect subsidiaries, partnerships and joint ventures operated during the Participant’s Servicemanner contemplated hereby.

Non-Competition. By and in consideration In return for the performance of the Company’s entering into this Agreement, and management duties described in further consideration of the Participant’s exposure to the Confidential Information of the Group, the Participant agrees that the Participant shall notSection 1 hereof, during the Term of the Agreement and for a period of two years thereafter in the Participant’s Service and for [twelve (12)] [twenty-four (24)] months following event of the termination thereofof this Agreement pursuant to the provisions of Sections 4(a)(1), regardless of the reason for such termination and regardless of whether the Participant is then entitled to receive any severance benefits 4(a)(2), 4(b)(1), 4(b)(2), or 4(e) 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 a competitor engaged in the limited partnership interest in any private equity fund, hedge fund or venture capital fund or any class of any issuer whose same Business if such securities are registered under listed on a nationally recognized securities exchange or traded over-the-counter on the Exchange Act, standing alone, be prohibited by this Section 6(b), so National Association of Securities Dealers Automated Quotation System or otherwise. So long as the Participant does not have, or exercise, any rights to manage or operate Executive is in compliance with the business of such fund or issuer other than rights as a limited partner or stockholder thereof. For purposes provisions of this Section 6(b), “Restricted Enterprise” shall mean any enterprise (including, but not limited to, any enterprise related and in addition to the business of acquiring, developing, investing, structuring or managing retail net lease real estate properties and payments required under any other lines Section of business 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 4(e) hereof. Upon written notice at any member time prior to thirty (30) days before the expiration of the Group is participating infirst year after termination, or has taken substantive steps towards participating in, as of the date hereof) that is competitive with the business conducted by the Company and its direct or indirect subsidiariesthe Executive may elect to limit the Restrictive Period relating to a termination of this Agreement pursuant to Sections 4(a)(1), partnerships and joint ventures 4(b)(1) or 4(e) to one year; whereupon, the $66,666.66 monthly payments shall cease at the end of said first year. If this Agreement is terminated pursuant to the provisions of Sections 4(a)(2) or 4(b)(2) hereof, then the Executive shall not be entitled to receive any amounts during the Participant’s Service, within the United States and anywhere outside the United States where the Company and its direct or indirect subsidiaries, partnerships and joint ventures operated during the Participant’s ServiceRestrictive Period.

Non-Competition. By and in consideration of the Company’s Company entering into this Agreement, and in further consideration of the ParticipantExecutive’s exposure to the Confidential Information of the GroupInformation, the Participant Executive agrees that the Participant Executive shall not, during the period of Employment Period and thereafter during the Participant’s Service and for [twelve Restriction Period (12)] [twenty-four (24)] months 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”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 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 ActAct of 1934, as amended, standing alone, be prohibited by this Section 6(b)4.2, so long as the Participant 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 shareholder thereof or stockholder thereof(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 Section 6(b)paragraph, (1) “Restricted Enterprise” shall mean any enterprise Person that is engaged, directly or indirectly, in a business which is in material competition with a material business of the Company or any of its affiliates in any designated market area (including“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, but not limited tothe twelve (12) months preceding the date of termination of the Executive’s employment with the Company) and (2) “Restriction Period” shall mean a period of twelve (12) months following the Executive’s termination of employment for any reason during the Employment Period. During the Restriction Period, upon request of the Company, the Executive shall notify the Company of the Executive’s then-current employment status. The Executive and the Company acknowledge and agree that no part of this 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, or cause the Executive to violate, any enterprise related of his duties or responsibilities (ethical or otherwise) as an attorney admitted to practice in the business Commonwealth of acquiring, developing, investing, structuring or managing retail net lease real estate properties and any other lines of business any member Virginia. None of the Group is participating in, provisions of Sections 4.1 or has taken substantive steps towards participating in, as 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 date hereofExecutive’s duties or responsibilities (ethical or otherwise) as an attorney admitted to practice in the Commonwealth of Virginia. The Executive and the Company agree that is competitive Sections 4.1 or this 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 business conducted by the Company and its direct or indirect subsidiaries, partnerships and joint ventures during the Participant’s Service, within the United States and anywhere outside the United States where the Company and its direct or indirect subsidiaries, partnerships and joint ventures operated during the Participant’s Serviceends.

Non-Competition. By and in consideration of During the Restricted Period, the Executive shall not, without the Company’s entering into 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 business of providing financial products or 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 “Business”). Notwithstanding the foregoing, nothing in this Agreement shall prevent the Executive from (a) owning for passive investment purposes not intended to circumvent this Agreement, and in further consideration less than 1 percent (1%) of the Participant’s exposure 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 Confidential Information 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 Groupcompeting 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 Participant agrees that the Participant shall notBusiness (a “Competing Division”), during the period including in a position to which employees of the Participant’s Service and for [twelve (12)] [twenty-four (24)] months 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”)Competing Division report, directly or indirectly, ownprovided that the Executive has no direct responsibilities with such Competing Division other than having general responsibility for the operation of such Competing Division. For the avoidance of doubt, manage, operate, join, control, the Executive may be employed by, an officer of a bank or participate investment advisor or a union or related organization that engages in the ownershipBusiness, 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 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 Exchange Act, standing alone, be prohibited by this Section 6(b), so long as the Participant does Executive is 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 Section 6(b), “Restricted Enterprise” shall mean any 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 directly employed in, or has taken substantive steps towards participating working in, as of the date hereof) that is competitive with the business conducted by the Company and its direct or indirect subsidiaries, partnerships and joint ventures during the Participant’s Service, within the United States and anywhere outside the United States where the Company and its direct or indirect subsidiaries, partnerships and joint ventures operated during the Participant’s ServiceCompeting Division.

Non-Competition. By Seller and in consideration its subsidiaries will not for a period of five years following the Closing (the "Non-Competition Period"), without the express written consent of the Company’s entering into this Agreement, and in further consideration of the Participant’s exposure to the Confidential Information of the Group, the Participant agrees that the Participant shall not, during the period of the Participant’s Service and for [twelve (12)] [twenty-four (24)] months 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, 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 defined below); provided, that in no event shall ownership of one percent (1%) or less similar to the name of the outstanding securities of the limited partnership interest in any private equity fund, hedge fund or venture capital fund Company or any class of any issuer whose securities are registered under the Exchange Act, standing alone, be prohibited trade name used by this Section 6(b), so long as the 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 thereofit. For purposes of this Section 6(b)6.9, “Restricted Enterprise” Seller shall mean 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 (includingx) such securities are publicly traded and (y) Seller or any subsidiary does not beneficially own (as defined in Rule 13d-3 promulgated under the Securities Exchange Act of 1934) in excess of 5%, but not limited toin the aggregate, 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 outstanding equity of such enterprise. Seller is participating inentering into the foregoing covenant to induce Buyer to consummate the transactions contemplated by this Agreement, or has taken substantive steps towards participating in, as including the transfer of the date hereof) that is competitive with goodwill of the business conducted by the Company and its direct or indirect subsidiaries, partnerships and joint ventures during the Participant’s Service, within the United States and anywhere outside the United States where the Company and its direct or indirect subsidiaries, partnerships and joint ventures operated during the Participant’s ServiceCompany.

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 Agreement, and in further consideration business of the Participant’s exposure to Company and the Confidential Information Company Subsidiaries as a "going concern," for a period of five years beginning on the earlier of the GroupEffective Time or the Option Closing, the Participant agrees that the Participant Shareholder shall not, during the period of the Participant’s Service and for [twelve (12)] [twenty-four (24)] months 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, 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 business that competes with the products and services provided by the Company or any position Company Subsidiary as a stockholder, director, officer, consultant, independent contractor, employee, partner, or investor in, any Restricted Enterprise (as defined below)of such date; provided, however, that it shall not be a violation of this Section 13 for the Shareholder or any of its affiliates to (i) invest in no event shall ownership of one securities representing less than 10 percent (1%) or less of the outstanding capital stock of any Person, the securities of the limited partnership which are publicly traded or listed on any securities exchange or automated quotation system, or (ii) invest in, own an interest in any private equity fundor acquire, hedge fund in a single transaction or venture capital fund series of transactions, all or any class of any issuer whose securities are registered under the Exchange Act, standing alone, be prohibited by this Section 6(b), so long as the 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 Section 6(b), “Restricted Enterprise” shall mean any 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 majority of the Group is participating equity interests in, or has taken substantive steps towards participating inassets 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 that competes with the products and services provided by the Company or any Company Subsidiary as of the date hereofreferenced above. During the three years beginning on the earlier of the Effective Time or the Option Closing, the Shareholder shall not, directly or indirectly, through one or more affiliates, on behalf of itself or any other Person, (i) that recruit or otherwise solicit or induce any person who is competitive with the business conducted by an employee of, or otherwise engaged by, Parent, the Company and its direct or indirect subsidiariesany Company Subsidiary or any of their successors to terminate his or her employment or other relationship with Parent, partnerships and joint ventures during the Participant’s Service, within the United States and anywhere outside the United States where the Company and 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 direct or indirect subsidiaries, partnerships and joint ventures operated during the Participant’s Serviceaffiliates from publishing any general public solicitation of employment opportunities.

Non-Competition. By During the term of this Agreement and in consideration for a period of the Company’s entering into this Agreement--------------- six (6) months thereafter, Employee covenants and in further consideration of the Participant’s exposure to the Confidential Information of the Group, the Participant agrees with Company that the Participant he shall not, during the period of the Participant’s Service and for [twelve (12)] [twenty-four (24)] months 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, 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 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 Exchange Act, standing alone, be prohibited by this Section 6(b), so long as the 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 Section 6(b), “Restricted Enterprise” shall mean any 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 America which is competitive with the business of the Company as such business is conducted during the 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 introducing broker subject to the restrictions set forth in the next sentence of this 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 Company so long as the Company has the 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 futures industry. During the term of this Agreement and for a period of eighteen (l8) months thereafter, 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 period covered by this sentence employees of the company. In the event that the term of Employee's employment hereunder shall not be extended by the Company and its direct or indirect subsidiariesbeyond 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, partnerships and joint ventures during Employee shall receive severance pay of $100,000 in a lump sum payment at the Participant’s Service, within time of such termination. Employee shall remain subject to the United States and anywhere outside provisions contained in this paragraph 6 for the United States where full periods specified herein. In the event that the Company offers to extend the term of Employee's employment hereunder on substantially equivalent terms and its direct or indirect subsidiariesEmployee does not accept such offer, partnerships Employee's obligations pursuant to the first sentence of this paragraph 6 shall cease and joint ventures operated during be of no further force and effect provided, however, if the Participant’s ServiceCompany shall pay Employee 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. 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 and in consideration of the Company’s entering into this AgreementAgreement and the payments to be made and benefits to be provided by the Company hereunder, and in further consideration of the ParticipantCompany’s exposure agreement to provide the Executive access to the Confidential Information of the GroupCompany and its affiliates, the Participant Executive agrees that, in the event that the Participant Executive’s employment is terminated by the Company for Cause, or by the Executive without Good Reason, the Executive shall not, during the for a one-year period of the Participant’s Service and for [twelve (12)] [twenty-four (24)] months 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 Executive’s employment (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 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 ActAct of 1934, as amended, standing alone, be prohibited by this Section 6(b)4.2, so long as the Participant 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 Section 6(b)paragraph, “Restricted Competitive Enterprise” shall mean any enterprise (includingPerson that offers or provides products or services, but or engaged in any business, of the type offered by Company or its affiliates or which the Company or its affiliates has documented plans to offer during the Restriction Period. Notwithstanding anything to the contrary set forth above, the restrictions in this Section shall not limited apply to Executive’s partial ownership of, and provision of advisory services to, any enterprise related to the business of acquiringNational Benefit Programs, 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 competitive with the business conducted by the Company and its direct or indirect subsidiaries, partnerships and joint ventures during the Participant’s Service, within the United States and anywhere outside the United States where the Company and its direct or indirect subsidiaries, partnerships and joint ventures operated during the Participant’s ServiceLLC.

Non-Competition. By The Grantee covenants and in consideration of the Company’s entering into this Agreement, and in further consideration of the Participant’s exposure to the Confidential Information of the Group, the Participant agrees that the Participant shall not, during the Grantee’s Employment and for a period of the Participant’s Service and for [twelve (12)] [twenty-four (24) months (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 12(a)] months ) following the termination thereof, regardless of the reason for Grantee’s Employment, whether such termination and regardless occurs at the insistence of whether the Participant is then entitled to receive any severance benefits 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 business, venture or activity that directly or indirectly competes, or is in planning, or has undertaken any preparation, to compete, with the Business of the Company or any of its Immediate Affiliates (as defined belowany Person who engages in any such business venture or activity, a “Competitor”); provided, except that nothing contained in no event this Section 12(a) shall prevent the Grantee’s wholly passive ownership of one two percent (12%) or less of the outstanding equity 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 Exchange Act, standing alone, be prohibited by this Section 6(b), so long as the Participant does not have, or exercise, any rights to manage or operate the business of such fund or issuer other than rights as Competitor that is a limited partner or stockholder thereofpublicly-traded company. For purposes of this Section 6(b12(a), the “Restricted EnterpriseBusiness 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 Grantee’s Employment, or with respect to the Grantee’s obligations following the termination of the Grantee’s Employment, the twelve (12) months immediately preceding the termination of the Grantee’s Employment; provided, that the term “Competitor” shall mean not include any enterprise business, venture or activity whose gross receipts derived from the retail or wholesale sale of arts and crafts, or framing products and services (includingaggregated with the gross receipts derived from the retail and wholesale sale of such products or any related business, but not limited toventure or activity) are less than ten percent (10%) of the aggregate gross receipts of such businesses, any enterprise related to ventures or activities. For purposes of this Section 12(a), the business “Territory” is comprised of acquiringthose states within the United States, developingthose provinces of Canada, investing, structuring or managing retail net lease real estate properties and any other lines geographic area in which the Company or any of its Immediate Affiliates was doing business or actively planning to do business at any member time during the Grantee’s Employment, or with respect to the Grantee’s obligations following his or her termination of Employment the twelve (12) months immediately preceding the termination of the Group is participating inGrantee’s Employment. For purposes of this Section, or has taken substantive steps towards participating in, as “Immediate Affiliates” means those Affiliates which are one of the date hereoffollowing: (i) that is competitive with the business conducted by the Company and its a direct or indirect subsidiariessubsidiary of the Company, partnerships and joint ventures during the Participant’s Service, within the United States and anywhere outside the United States where (ii) a parent to the Company and its or (iii) a direct or indirect subsidiaries, partnerships and joint ventures operated during the Participant’s Servicesubsidiary of such a parent.

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 Agreement, and in further consideration of Surviving Corporation or the Participant’s exposure to the Confidential Information of the Group, the Participant agrees that the Participant shall not, during the period of the Participant’s Service and for [twelve (12)] [twenty-four (24)] months 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”Company or 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 of the limited partnership interest in any private equity fund, hedge fund or venture capital fund or any class voting power of any issuer whose competitor which are listed on any national securities are registered under exchange or traded actively in the Exchange Act, standing alone, national over-the-counter market shall not be prohibited by deemed to be in violation of this Section 6(b), 4.05 so long as the Participant 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 fund or issuer developing, designing, publishing, marketing and distributing (i) 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 than rights tax and accounting software products and services which are under development by the Company as a limited partner or stockholder thereof. For purposes of this Section 6(b), “Restricted Enterprise” shall mean any enterprise the Closing; and (including, but not limited to, any enterprise related to y) the business of acquiringthe Company's Rent Roll, 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, Inc. subsidiary as of the date hereof) that is competitive with the business conducted by the Company and its direct or indirect subsidiaries, partnerships and joint ventures during the Participant’s Service, within the United States and anywhere outside the United States where the Company and its direct or indirect subsidiaries, partnerships and joint ventures operated during the Participant’s ServiceClosing.

Non-Competition. By While employed by the Company and in consideration for a period of two years following the later of the Company’s entering into this Agreementdate his employment is terminated hereunder or, and in further consideration of the Participant’s exposure to the Confidential Information of the Groupif applicable, the Participant agrees that Severance Date (the Participant "Restricted Period"), the Executive shall not, during the period of the Participant’s Service and for [twelve (12)] [twenty-four (24)] months 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 indirectlyindirectly (whether as owner, ownprincipal, manageagent, 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 the limited partnership interest in any private equity fund, hedge fund or venture capital fund or any class of any issuer whose securities shares are registered under ss.12(b) or 12(g) of the Securities Exchange ActAct of 1934, standing aloneas amended, be prohibited by this Section 6(b)and 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, or any similar system of automated dissemination of quotations of securities prices in common use, so long as the Participant does not have, Executive is neither involved in the management or exercise, any rights to manage or operate conduct of the business affairs of such fund issuer nor a member of any "control group" (within the meaning of the rules and regulations of the United States Securities and Exchange Commission) of any such issuer. Notwithstanding the foregoing, in the event that the Executive's employment hereunder is terminated pursuant to Section 5.4 or issuer other than rights as a limited partner Section 5.5, the Restricted Period shall terminate on the later of (a) one year after the date Executive's employment is terminated or stockholder thereof. For purposes (b) two years from the date of execution of this Agreement. The Executive acknowledges and agrees that the covenants provided for in this Section 6(b6.1 are reasonable and necessary in terms of time, 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 such covenants are reasonable and necessary in terms of time, “Restricted Enterprise” shall mean any enterprise area and line of business to protect the Company's and SmartDisk's legitimate business interests, which include their interests in protecting the Company's and SmartDisk's (includingi) valuable confidential business information, but not limited to(ii) substantial relationships with customers throughout the United States, any enterprise related to and (iii) customer goodwill associated with the ongoing 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 competitive with the business conducted by the Company and SmartDisk. The Executive expressly authorizes the enforcement of the covenants provided for in this Section 6.1 by (A) SmartDisk and its direct or indirect subsidiaries, partnerships (B) SmartDisk's and joint ventures during the Participant’s ServiceCompany's permitted assigns, within and (C) any successors to SmartDisk's and the United States 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 too broad to be enforced with respect to its duration or with respect to any particular activity or geographic area, the court making such determination shall have the power to reduce the duration or scope of the provision, and anywhere outside to add or delete specific words or phrases to or from the United States where the Company and its direct or indirect subsidiaries, partnerships and joint ventures operated during the Participant’s Serviceprovision. The provision as modified shall then be enforced.

Non-Competition. By During the Restricted Period and in consideration the Restricted Area, Employee will not engage in or carry on, directly or indirectly, a business similar to and competitive with the business of the Company’s entering into this AgreementCompany 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 production 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 has direct or indirect responsibility, and in further consideration of (iii) any other business involving the ParticipantCompany Group’s exposure to current and planned (future) business, bids, projects, contracts, and Company Relationships (the Confidential Information of the Group, the Participant agrees that the Participant shall not“Competing Business”). Accordingly, during the period of Restricted Period and in the Participant’s Service and for [twelve (12)] [twenty-four (24)] months following the termination thereofRestricted Area, regardless of the reason for such termination and regardless of whether the Participant is then entitled to receive any severance benefits (the “Restriction Period”)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 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 such Competing Business. Further, Competing Business and Restricted Area, as defined above, shall not include any geographic areas, services, or products of the limited partnership interest Company in any private equity fundwhich Employee had no responsibility, hedge fund no involvement, and about which he/she had no access to Confidential Information or venture capital fund or any class Company Relationships during the last 12 months of any issuer whose securities are registered under the Exchange Act, standing alone, be prohibited by this Section 6(b), so long as the 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 Section 6(b), “Restricted Enterprise” shall mean any 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 competitive Employee’s employment with the business conducted by the Company and its direct or indirect subsidiaries, partnerships and joint ventures during the Participant’s Service, within the United States and anywhere outside the United States where the Company and its direct or indirect subsidiaries, partnerships and joint ventures operated during the Participant’s ServiceCompany.

Non-Competition. By and in consideration of In order to fully protect the Company’s entering into this Agreement's Proprietary Information, and in further consideration of at all times during the Participant’s exposure to the Confidential Information of the GroupRestricted Period, the Participant agrees that the Participant Executive shall not, during the period of the Participant’s Service and for [twelve (12)] [twenty-four (24)] months 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, ownperform or provide managerial or executive services on behalf of any person, manage, operate, join, control, be employed byentity or enterprise which is engaged in, or participate plans to engage in the ownershipUnited States that directly or indirectly competes with the Company's Business (for this purpose, management, operation the "COMPANY'S BUSINESS" is the business of manufacturing 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 belowdistribution of products related the Department of Transportation/Intelligent Traffic Systems); providedexcluding any activities in the construction industry. During the Executive's employment with the Company, that in no event the Executive shall ownership of one percent (1%) not, directly or less of the outstanding securities of the limited partnership indirectly, have any interest in any private equity fundbusiness that provides work related to the Department of Transportation/Intelligent Traffic Systems in the United States (other than the Company) that competes with the Company's Business, hedge fund provided that this provision shall not apply to the Executive's ownership or venture capital fund or any class acquisition, solely as an investment, of securities of any issuer whose securities are that is registered under Section 12(b) or 12(g) of the Securities Exchange ActAct of 1934, standing aloneas amended, be prohibited by this Section 6(b)and that are listed or admitted for trading on any United States national securities exchange or that are quoted on the National Association of Securities Dealers Automated Quotations System, or any similar system or automated dissemination of quotations of securities prices in common use, so long as the Participant 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 fund or issuer other than rights as a limited partner or stockholder thereofcorporation. For purposes of this Section 6(b), “Restricted Enterprise” Agreement the "RESTRICTED PERIOD" shall mean any enterprise (including, but not limited to, any enterprise related to be the business of acquiring, developing, investing, structuring or managing retail net lease real estate properties and any other lines of business any member of period during which the Group Executive is participating in, or has taken substantive steps towards participating in, as of the date hereof) that is competitive with the business conducted employed by the Company and, if the Executive's employment with the Company is either terminated by the Company without Cause pursuant to Section 5.4, or by the Executive for Good Reason pursuant to Section 5.5c, and the Company has paid to the Executive all of amounts then payable to the Executive pursuant to Sections 5.4 or 5.5c, as applicable, the one (1) year period immediately following the termination of the Executive's employment with the Company. EGPI acknowledges that the Factoring Transaction associated with Creative Capital Associates is a temporary bridge financing and EGPI is bound by the Stock Purchase Agreement to use its direct or indirect subsidiariesbest efforts to obtain a traditional Line of Credit as soon as possible, partnerships and joint ventures during as stipulated in the Participant’s Serviceoriginal 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 EGPI does not obtain a traditional Line of Credit within the United States timeline, the Executive may terminate the Agreement, and anywhere outside the United States where Non-Compete shall 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 Cash 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-one (21) days of closing. If the commitment has not been obtained in the 21 day period, by November 24, 2009, then by written demand by the majority of the Sellers the Employment Agreements including the Non-Compete will be null and its direct or indirect subsidiariesvoid, partnerships and joint ventures operated during EGPI will have no claims against the Participant’s ServiceCash Consideration paid except for any balances on the Promissory Notes and the Stock Consideration.

Non-Competition. By The Executive covenants and in consideration of the Company’s entering into this Agreement, and in further consideration of the Participant’s exposure to the Confidential Information of the Group, the Participant agrees that the Participant shall notthat, during the Executive’s employment hereunder and for a period of the Participant’s Service and for [twelve (12)] [twenty-four (24)] ) months following thereafter (to 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”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); in Section 12) and the termination of the Executive’s employment, being employed by (A) a campus-based institution of higher education that derives no more than twenty percent (20%) of its revenues from online education, provided, that the Executive is not predominantly engaged in no event shall supporting the online education, or (B) an online learning company that does not provide higher education, or (iii) serving as a faculty member, “scholar in residence” or similar academic position, provided, that the Executive does not engage in administrative matters, other than to a de minimis extent. Notwithstanding the foregoing, the ownership by the Executive of one less than five percent (15%) 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 stock of any issuer whose corporation listed on a national securities are registered under the Exchange Act, standing alone, exchange shall not be prohibited by this Section 6(b), so long as the Participant does not have, or exercise, any rights to manage or operate the business of such fund or issuer other than rights as deemed a limited partner or stockholder thereof. For purposes violation of this Section 6(b9(a), “Restricted Enterprise” shall mean any 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 competitive with the business conducted by the Company and its direct or indirect subsidiaries, partnerships and joint ventures during the Participant’s Service, within the United States and anywhere outside the United States where the Company and its direct or indirect subsidiaries, partnerships and joint ventures operated during the Participant’s Service.

Non-Competition. By and in In consideration of the Company’s entering into payments and benefits to be received by Executive under this Agreement, Agreement and in further consideration of the Participant’s exposure to the Confidential Information of the Groupfor other good and valuable consideration, the Participant receipt and sufficiency of which are hereby acknowledged by Executive, Executive agrees that the Participant shall notthat, during the period of the Participant’s Service and for [twelve Non-Competition Period (12as hereinafter defined)] [twenty-four (24)] months following the termination thereof, regardless of the reason for such termination and regardless of whether the Participant is then entitled to receive Executive will refrain from carrying on any severance benefits (the “Restriction Period”)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 business. The Non-Competition Period shall mean the period beginning on the effective date of this Agreement and ending on the first anniversary of the date of Executive’s termination of employment. It is expressly agreed that this Section 7.2 is not intended to restrict or prohibit either (as defined below); provided, that i) the ownership by Executive of stock or other securities of a publicly-held corporation in no event shall which Executive does not (a) possess beneficial ownership of one percent (1%) or less more than 5% of the outstanding securities voting capital stock of such corporation or (b) participate in any management or advisory capacity, or (ii) 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 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 parties that the Exchange Act, standing alone, be prohibited by this Section 6(b), so long as the 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 provisions of this Section 6(b)7.2 shall be enforced under the laws and public polices applied in each jurisdiction in which enforcement is sought. Accordingly, “Restricted Enterprise” if any particular provision of this Section 7.2 is adjudicated to be invalid or unenforceable or shall mean for any enterprise (includingreason be held to be excessively broad as to duration, but not limited togeographic scope, any enterprise related activity or subject, it shall be construed by limiting and reducing it, so as to be enforceable to the business of acquiring, developing, investing, structuring or managing retail net lease real estate properties extent compatible with applicable laws and any other lines of business any member 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 Group is participating inprovisions of this Section 7.2 in whole or in part, or Executive shall, immediately upon such challenge, forfeit any right to any payments and benefits under this Agreement that he has taken substantive steps towards participating in, as of the date hereof) that is competitive with the business conducted by the Company and its direct or indirect subsidiaries, partnerships and joint ventures during the Participant’s Service, within the United States and anywhere outside the United States where the Company and its direct or indirect subsidiaries, partnerships and joint ventures operated during the Participant’s Servicenot already received.

Non-Competition. By and in consideration of the Parent’s and the Company’s entering into this AgreementEmployment Agreement and the payments to be made and benefits to be provided by the Company hereunder, and in further consideration of the ParticipantExecutive’s exposure to the Confidential Information of the GroupCompany and its affiliates, the Participant Executive agrees that the Participant Executive shall not, during the Executive’s employment with the Company (whether during the Term or thereafter) and for a period of the Participant’s Service and for [twelve (12)] [twenty-four (24)] ) months 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 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 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 ActAct of 1934, as amended, standing alone, be prohibited by this Section 6(b)4.2, so long as the Participant 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 Section 6(b)paragraph, “Restricted Enterprise” shall mean any enterprise Person that is actively engaged in any geographic area in which the Parent, the Company, or any of their respective subsidiaries (including, but not limited to, the “Company Group”) operates or markets in any enterprise related to business which is in material competition with 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 Company Group is participating inor any of its 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 has taken substantive steps towards participating in(ii) proposed to be conducted by any member of the Company Group in its 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 hereof) that is competitive of termination of the Executive’s employment with the business conducted by Company). During the Restriction Period, upon request of the Company, the Executive shall notify the Company and its direct or indirect subsidiaries, partnerships and joint ventures during of the ParticipantExecutive’s Service, within the United States and anywhere outside the United States where the Company and its direct or indirect subsidiaries, partnerships and joint ventures operated during the Participant’s Servicethen-current employment status.

Non-Competition. By (i) Executive covenants and in consideration of the Company’s entering into this Agreement, and in further consideration of the Participant’s exposure to the Confidential Information of the Group, the Participant agrees that the Participant shall not, for any period during the period which Base Salary is continued (or in respect of the Participant’s Service and for [twelve (12)] [twenty-four (24)] months following the termination thereof, regardless of the reason for such termination and regardless of whether the Participant which it is then entitled to receive any severance benefits (the “Restriction Period”paid in a 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 of Employer and its controlled subsidiaries and affiliates, which are engaged in 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 Exchange Act, standing alone, be prohibited by this Section 6(b), so long as the Participant does not haveprovision, or exercise, any rights sale of behavioral managed care services. The foregoing shall not be deemed to manage or operate the business prohibit Executive's association with a company if an immaterial portion of such fund or issuer other than rights as a limited partner or stockholder thereof. For purposes of this Section 6(b), “Restricted Enterprise” shall mean any enterprise (including, but not limited to, any enterprise related company's revenues is attributable 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 operations directly competitive with the Company (provided Executive is not employed within those directly competitive operations). Further, nothing contained in this Section 8(b)(i) shall restrict Executive from making any investments in any corporation or other business conducted by 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) represents less than five percent (5%) of the Company aggregate outstanding capital stock or other equity interests of such corporation, partnership or business enterprise and its (ii) does not otherwise provide Executive or any affiliate of Executive with the right or power (whether or not exercised) to influence, direct or indirect 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, partnerships and joint ventures during the Participant’s Service, within the United States and anywhere outside the United States where the Company and its direct or indirect subsidiaries, partnerships and joint ventures operated during the Participant’s Service.

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 Agreement, and in further consideration of (x) the Participant’s exposure to the Confidential Information of the GroupRestricted Parties may own, the Participant agrees that the Participant shall notoperate, during the period of the Participant’s Service and for [twelve (12)] [twenty-four (24)] months 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, ownlease, manage, operate, join, control, be employed byengage in, invest in, act as a consultant or advisor to, or participate render a service that is used primarily for the operation of video lottery terminals outside of the state of Maryland, (y) the Restricted Parties may invest in the ownership, management, operation or control any pooled investment vehicle if no Restricted Party is a controlling person of, or be connected 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 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 manner withcustomer list, includingcustomer database or historical records of any Person that operates slot machines, without limitationtable games or pari mutual wagering that Guarantor or any of its Affiliates acquires, holding 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 position as of its Affiliates of another company that operates a stockholder, director, officer, consultant, independent contractor, employee, partnerbusiness in the Restricted Area, or investor inthe ownership or operation of such business following such acquisition, 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 clauses (1%ii) and (iii), such acquired Person or less its Subsidiaries operates multiple gaming or wagering locations outside 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 Exchange Act, standing alone, be prohibited by this Section 6(b), so long as the 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 Section 6(b), “Restricted Enterprise” shall mean any 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 competitive with the business conducted by the Company and its direct or indirect subsidiaries, partnerships and joint ventures during the Participant’s Service, within the United States and anywhere outside the United States where the Company and its direct or indirect subsidiaries, partnerships and joint ventures operated during the Participant’s ServiceArea.

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, Agreement and in further consideration of the Participant’s exposure pay to the Confidential Information 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 GroupEmployment Agreement to be executed at Closing, as to Xxxxx Xxxx Xxxxx, or (b) two years from termination of employment under the Participant agrees that the Participant Employment Agreement to be executed at Closing, as to Xxxxxxx X. Xxxxx, such Escrow Stockholder shall not, during the period of the Participant’s Service and for [twelve (12)] [twenty-four (24)] months following the termination thereofsuch Escrow Stockholder shall cause his Associates, regardless of the reason for such termination Affiliates and regardless of whether the Participant is then entitled to receive any severance benefits (the “Restriction Period”)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 not prohibit (a) an Escrow Stockholder, his Associates, Affiliates and representatives from purchasing and holding as an investment not more than 3% 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 publicly traded securities of any issuer whose securities are registered under entity which conducts a business in competition with the Exchange Act, standing alone, be prohibited by this Section 6(b)business of the BCC Parties, so long as such Escrow Stockholder, his Associates, Affiliates and representatives do not participate in any way in the Participant does not havemanagement, operation or control of such entity, or exercise, any rights to manage or operate (b) Xxxxxxx X. Xxxxx from accepting employment during the business period of such fund or issuer other than rights non-competition as a limited partner or stockholder thereof. For purposes of this Section 6(b), “Restricted Enterprise” shall mean any enterprise (including, but not limited to, any enterprise related to long as he obtains the business of acquiring, developing, investing, structuring or managing retail net lease real estate properties written permission and any other lines of business any member authorization of the Group is participating in, or has taken substantive steps towards participating in, as Board of the date hereof) that is competitive with the business conducted by the Company and its direct or indirect subsidiaries, partnerships and joint ventures during the Participant’s Service, within the United States and anywhere outside the United States where the Company and its direct or indirect subsidiaries, partnerships and joint ventures operated during the Participant’s ServiceDirectors of BCC.

Non-Competition. By and in In consideration of the Company’s entering into this Agreement, and in further consideration 's grant of the Participant’s exposure Award to the Confidential Information of the GroupGrantee, the Participant Grantee agrees that the Participant shall notthat, during the period Restricted Period (as defined in Section 3.14(i) of this Award Agreement), the Participant’s Service and for [twelve (12)] [twenty-four (24)] months 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”)Grantee will not, directly or indirectlyindirectly (except on behalf of or with the prior written consent of the Company, ownwhich consent may be withheld in the Company's sole discretion): (i) provide services of a leadership, managemanagement, operateexecutive, join, control, be employed byoperational, or advisory capacity and/or participate in the ownershipownership 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 or its Affiliates who owns or operates one or more automotive dealerships within the Area; or (iii) provide services of a leadership, 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 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 Exchange Act, standing alone, be prohibited by this Section 6(b), so long as the 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 thereofArea. For purposes of this Section 6(b3.14(a), “Restricted Enterprise” shall mean any enterprise (including, but not limited to, any enterprise related 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 business of acquiringcontrary contained herein, developing, investing, structuring or managing retail net lease real estate properties and any other lines of business any member the Company hereby agrees that the covenants set forth in this Section 3.14(a) shall not be deemed breached as a result of the Group is participating inpassive ownership by the Grantee of: (A) less than an aggregate of 5% of any class of stock of a business that competes with the Company; or (B) 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 has taken substantive steps towards participating inperforming services for, businesses engaged in the finance industry, or businesses engaged in the manufacturing and/or sale of automobile parts or the provision of automotive service; provided that such businesses do not also engage in the retail sale of automobiles within the Area. By way of example, as of the date hereofGrant Date, nothing in this Section 3.14(a) that is competitive would prohibit the Grantee from working with the business conducted by the Company and its direct such businesses as American General Finance, NAPA Auto Parts, or indirect subsidiaries, partnerships and joint ventures during the Participant’s Service, within the United States and anywhere outside the United States where the Company and its direct or indirect subsidiaries, partnerships and joint ventures operated during the Participant’s ServiceGoodyear.

Non-Competition. By and Without the consent in consideration writing of the Company’s entering into this AgreementBoard, Executive will not, at any time during the Term and for a period of two years following termination of Executive's employment for any reason, acting alone or in further consideration conjunction with others, directly or indirectly (i) engage (either as owner, investor, partner, stockholder, employer, employee, consultant, advisor, or director) in any business in which he has been directly engaged on behalf of the Participant’s exposure to the Confidential Information of the GroupCompany or any affiliate, the Participant agrees that the Participant shall notor has supervised as an executive thereof, during the period 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; (ii) induce any customers of the Participant’s Service and for [twelve (12)] [twenty-four (24)] months following the termination thereof, regardless Company or any of the reason for such termination and regardless of whether the Participant is then entitled to receive any severance benefits (the “Restriction Period”)its affiliates with whom Executive has had contacts or relationships, directly or indirectly, ownduring and within the scope of her employment with the Company or any of its affiliates, manage, operate, join, control, be employed byto curtail or cancel their business with the Company or any such affiliate; (iii) induce, or participate in attempt to influence, any employee of the ownershipCompany or any of its affiliates to terminate employment; or (iv) solicit, management, operation hire or control of, retain as an employee or be connected in any manner with, including, without limitation, holding any position as a stockholder, director, officer, consultant, independent contractor, employeeor assist any third party in the solicitation, partnerhire, or investor inretention as an employee or independent contractor, any Restricted Enterprise (as defined below)person who during the previous 12 months was an employee of the Company or any affiliate; provided, however, that the limitation contained in no event clause (i) above shall not apply if Executive's employment is terminated as a result of a termination by the Company without Cause within two years following a Change in Control or is terminated by Executive for Good Reason within two years following a Change in Control; and provided further, that activities engaged in by or on behalf of the Company are not restricted by this covenant. The provisions of subparagraphs (i), (ii), (iii), and (iv) 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 (1%) or less of the outstanding equity securities of any company having securities listed on an exchange or regularly traded in the limited partnership interest in any private equity fundover-the-counter market shall not, hedge fund or venture capital fund or any class of any issuer whose securities are registered under the Exchange Act, standing aloneitself, be prohibited by this Section 6(b), so long as the 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 deemed inconsistent with clause (i) of this Section 6(b10(a), “Restricted Enterprise” shall mean any 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 competitive with the business conducted by the Company and its direct or indirect subsidiaries, partnerships and joint ventures during the Participant’s Service, within the United States and anywhere outside the United States where the Company and its direct or indirect subsidiaries, partnerships and joint ventures operated during the Participant’s Service.

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 Agreement, and in further consideration of the Participant’s exposure to the Confidential Information of the GroupSeparation Date, the Participant agrees that the Participant Departing Executive shall not, during the period (i) within ten (10) miles of any location in which, as of the Participant’s Service and for [twelve (12)] [twenty-four (24)] months following Separation Date, 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”)Company 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 any class of securities of a public company shall not, by itself, be considered to be competition with the outstanding Company or any 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 limited partnership interest 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 private equity fundway participate, hedge fund directly or venture capital fund indirectly, in any “solicitation” of “proxies” to vote (as such terms are 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 class of its securities or assets; or (v) form, join or in any issuer whose securities are registered under way participate in a “group” as defined in Section 13(d)(3) of the Securities Exchange ActAct of 1934, standing aloneas amended, be prohibited by this Section 6(b), so long as in connection with any of the 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 thereofforegoing actions. For purposes of this Section 6(b)Separation Agreement, “Restricted EnterpriseBusiness” shall mean any enterprise (includingthe ownership of oil and/or gas assets, but not limited to, any enterprise related to and “Assets” means 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 competitive with the business conducted by the Company and its direct or indirect subsidiaries, partnerships and joint ventures during the ParticipantCompany’s Service, within the United States and anywhere outside the United States where the Company and its direct or indirect subsidiaries, partnerships and joint ventures operated during the Participant’s Serviceoil and/or gas assets.

Non-Competition. By and in consideration of the Company’s entering into this AgreementAgreement and the payments to be made and benefits to be provided by the Company hereunder, and in further consideration of the ParticipantExecutive’s exposure to the Confidential Information of the GroupCompany, the Participant Executive agrees that the Participant Executive shall not, during the period of Executive’s employment with the Participant’s Service Company and for [twelve (12)] [twentya twelve-four (24)] months month period following the termination thereof, regardless Date of the reason for such termination and regardless of whether the Participant is then entitled to receive any severance benefits 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 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 ActAct of 1934, as amended, standing alone, be prohibited by this Section 6(b), so long as the Participant 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, 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 Section 6(b), “Restricted Enterprise” shall mean any enterprise Person that is engaged, directly or indirectly, in (including, but not limited to, any enterprise related or intends or proposes 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 engage in, or has taken substantive steps towards participating been organized for the purpose of engaging in) the generic injectible pharmaceutical industry and any other businesses the Company engages in or is preparing to become engaged in, as at the time of the date hereof) that is competitive with Executive’s termination. During the business conducted by twelve-month period following the Date of Termination, upon the request of the Company, the Executive shall notify the Company and its direct or indirect subsidiaries, partnerships and joint ventures during of the ParticipantExecutive’s Service, within the United States and anywhere outside the United States where the Company and its direct or indirect subsidiaries, partnerships and joint ventures operated during the Participant’s Servicethen-current employment status.

Non-Competition. By and in consideration of the Company’s entering into this AgreementEmployment Agreement and the payments to be made and benefits to be provided by the Company hereunder, and in further consideration of the ParticipantExecutive’s exposure to the Confidential Information of the GroupCompany and its Affiliates, the Participant Executive agrees that the Participant Executive shall not, during the Term and thereafter for the period during which the Severance Payments or Supplemental Disability Payments are payable or one (1) year following the end of the Participant’s Service and for [twelve (12)] [twenty-four (24)] months 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 Term if no Severance Payments or 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 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 amended (the “Exchange Act”), standing alone, be prohibited by this Section 6(b)4.2, so long as the Participant 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 Section 6(b)paragraph, “Restricted Enterprise” shall mean any enterprise Person that is actively engaged in any business which is either (including, but not limited to, any enterprise related to i) in competition with the business of acquiringthe Company or any of its Affiliates conducted during the preceding twelve (12) months (or following the Term, developing, investing, structuring or managing retail net lease real estate properties and any other lines of business any member the twelve (12) months preceding the last day of the Group is participating inTerm), or has taken substantive steps towards participating in, as of the date hereof(ii) that is competitive with the business proposed to be conducted by the Company and or any of its direct Affiliates in the Company’s or indirect subsidiariesAffiliate’s business plan as in effect at that time (or following the Term, partnerships and joint ventures during the Participant’s Servicebusiness plan as in effect as of the last day of the Term); provided, within that (x) with respect to any Person that is actively engaged in the United States and anywhere outside the United States where 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 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 direct Affiliates operates or indirect subsidiariesmarkets with respect to its fertilizer business. During the Restriction Period, partnerships 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 joint ventures operated during (B) a Restricted Enterprise shall not include any Person or division thereof that is engaged in the Participant’s Servicebusiness 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 Agreement, and in further consideration unique value to the Company of the Participant’s exposure to the Confidential Information services of the GroupExecutive, the Participant Executive hereby covenants and agrees that so long as he remains employed by the Participant shall not, during the Company (whether under this Agreement or any other written or oral agreement or arrangement) and for a period of the Participant’s Service and for [twelve one (12)] [twenty-four (24)] months following 1) year after the termination thereofor expiration of any such employment for any reason, regardless of the reason for such termination and regardless of whether the Participant is then entitled to receive any severance benefits (the “Restriction Period”), 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 the limited partnership interest in any private equity fund, hedge fund or venture capital fund or any class of any issuer whose securities that are registered under Section 12(b) or 12(g) of the Securities Exchange ActAct of 1934, standing aloneas amended, and that are listed or admitted for trading on any United States national securities exchange or that are quoted on the National Association of Securities Dealers Automated Quotations System. 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 prohibited 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 the responsibility of the Executive and of the Chief Executive Officer of the Company, as approved by this Section 6(b), so the Board of Directors. So long as Executive remains employed by the Participant does 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 shall not, and shall not havepermit, cause or exerciseauthorize any of his executives, any rights to manage agents or operate the business of such fund or issuer other than rights as a limited partner or stockholder thereof. For purposes of this Section 6(b), “Restricted Enterprise” shall mean any enterprise (including, but not limited others under his control to, directly or indirectly, on behalf of himself or any enterprise related other person, to recruit or otherwise solicit or induce any person who is an executive of; or otherwise engaged by, the Company or any successor to the business of acquiring, developing, investing, structuring the company or managing retail net lease real estate properties and any other lines of business any member affiliate of the Group is participating in, Company to terminate his or has taken substantive steps towards participating in, as of the date hereof) that is competitive her employment or other relationship with the business conducted Company or such successor or affiliate. The Executive shall not at any 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 same as or similar to 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 the Company. 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, and the Executive hereby acknowledges the sufficiency of the 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 interests, including the protection of MegaMedia trade secrets and confidential business information and the protection of MegaMedia's relationships with its direct 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 indirect subsidiariesagainst public policy for any reason, partnerships this Restrictive Covenant shall be considered divisible as to line of business, time, and joint ventures during geographic area; if a court of competent jurisdiction should determine the Participant’s Servicespecified lines of business, within the United States specified period, or the specified geographic area to be unreasonable, arbitrary, or against public policy for any reason, a narrower line of business, a lesser period, or a smaller geographic area that is determined to be reasonable, non-arbitrary, and anywhere outside not against public policy for any reason, may be enforced by MegaMedia against the United States where the Company and its direct or indirect subsidiaries, partnerships and joint ventures operated during the Participant’s ServiceExecutive.

Non-Competition. By Executive acknowledges that he has and, while employed, will acquire unique and in consideration valuable experience with respect to the businesses, operations, plans and strategies of the Company’s entering into this Agreement, Company and in further consideration of the Participant’s exposure to the Confidential Information of the Group, the Participant its subsidiaries. Executive hereby covenants and agrees that the Participant shall not, during the term of this Agreement and any period of the Participant’s Service thereafter during which he is receiving payments pursuant to Subsections 7(b)(i)-(ii) and for [twelve 7(c)(i)-(iv) hereof (12)] [twenty-four (24)] months following the termination thereofbut, 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 longer than two (2) years following Executive’s termination 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 Exchange Act, standing alone, be prohibited by this Section 6(bemployment), so long as the Participant does he will not have, directly or exercise, any rights to manage or operate indirectly compete with the business of such fund the Company or issuer other than rights as a limited partner or stockholder thereofits subsidiaries. For purposes of this Section 6(b)Agreement, the term “Restricted Enterprise” shall mean any enterprise (including, but not limited to, any enterprise related to compete with the business of acquiring, developing, investing, structuring or managing retail net lease real estate properties the Company and its subsidiaries” shall include Executive’s participation in any other lines of operations whose primary business competes with any member of the Group is participating in, or has taken substantive steps towards participating in, as of the date hereof) that is competitive with the business now conducted by the Company and or its direct or indirect subsidiaries, partnerships including the sale or rental of menswear (including formalwear), men’s accessories or men’s shoes at retail, the sale or rental of occupational uniforms or other corporate wear merchandise, dry cleaning, or any material line of business proposed to be conducted by the Company or one or more of its subsidiaries known to Executive and with respect to which Executive devoted time as part of his employment hereunder on behalf of the Company or one or more of its subsidiaries, whether such participation is individually or as an officer, director, joint ventures during venturer, agent or holder of 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 passive 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 companies which could reasonably be considered to be a competitor of the Participant’s ServiceCompany or any of its subsidiaries (a “Competitor”), within including consultation with the private equity firm, the hedge fund or any of the principals thereof, with respect to making an investment into a Competitor. This non-competition covenant shall be applicable with respect to the United States and anywhere outside States, Canada, the United States where Kingdom and any other country in which Executive would be competing with the business of the Company or its subsidiaries as set forth in this Section 9(a). For the avoidance of doubt, Executive shall not 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 business of the Company or one or more of its subsidiaries and its direct does not provide services to the entity or indirect subsidiariesto any subsidiary thereof that does not complete with any business of the Company where such services relate to, partnerships and joint ventures operated during the Participant’s Serviceor benefit, any unit, division or subsidiary that so competes.

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 Agreementcompensation to be received hereunder and Executive's ownership interest in the Parent, and in further consideration of the Participant’s exposure to the Confidential Information of the Group, the Participant Executive agrees that during his employment by the Participant shall notCompany and, following the termination of Executive's employment hereunder, during the period of the Participant’s Service and for [twelve Non-Competition Period (12as defined below)] [twenty-four (24)] months 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”)Executive shall not, 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 the limited partnership interest in any private equity fund, hedge fund or venture capital fund or any class of any issuer whose stock or securities are registered under of such corporation. The Company hereby agrees that the Exchange Acttransportation of chemical products on tank barges of less than 20,000 tons deadweight, standing aloneother than the transportation of petroleum or petroleum products, shall not be prohibited by this Section 6(b), so long as the Participant does not have, or exercise, any rights to manage or operate deemed a business competitive with the business of the US Shipping Group as long as either (i) Executive continues to engage in such fund business on a continuous basis after the date hereof or issuer other than rights as (ii) if Executive does not continue to engage in such business on a limited partner 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 stockholder thereof. For purposes of this Section 6(b)indirectly, “Restricted Enterprise” shall mean during the Non-Competition Period, request or cause any enterprise (including, but not limited to, suppliers or customers with whom the US Shipping Group has a business relationship to cancel or terminate any enterprise related to the such business of acquiring, developing, investing, structuring or managing retail net lease real estate properties and any other lines of business relationship with any member of the US Shipping Group is participating inor solicit, interfere with or has taken substantive steps towards participating in, as entice from the Parent or any of its subsidiaries any employee (or former employee) of the date Parent or any of its subsidiaries. For purposes hereof) that is competitive with , the business conducted by the Company and its direct or indirect subsidiaries, partnerships and joint ventures during the Participant’s Service, within the United States and anywhere outside the United States where the Company and its direct or indirect subsidiaries, partnerships and joint ventures operated during the Participant’s Service."

Non-Competition. By Following the Closing Date and for a period of five (5) years thereafter (the "NON-COMPETITION PERIOD"), the Seller shall not, directly or indirectly: (a) engage in consideration 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’s entering into this Agreement, within a fifty (50) mile radius, measured by automobile, of any colocation facility owned and in further consideration of the Participant’s exposure to the Confidential Information of the Group, the Participant agrees that the Participant shall not, during the period of the Participant’s Service and for [twelve (12)] [twenty-four (24)] months 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”)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, HOWEVER, that nothing herein shall prevent the purchase or investor inownership by the Seller of less than 3% of the outstanding equity securities of any class of securities of a company registered under Section 12 of the Securities and Exchange Act of 1934, any Restricted Enterprise as amended. Notwithstanding anything to the contrary contained in this Section 8, his Employment Agreement or the Confidentiality, Inventions and Non-Compete Agreement, Seller may, upon (i) termination of employment by the Company without Cause (as defined belowin his Employment Agreement); provided, that in no event shall ownership of one percent or (1%ii) or less expiration of the outstanding securities Employment Term (as defined in his Employment Agreement), be employed by an enterprise company as an in-house member 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 Exchange Act, standing alone, be prohibited by this Section 6(b), information technology department so long as the Participant such company is not engaged, and does not havebecome engaged, or exercisein the Business; PROVIDED, that, prior to commencing employment with any rights such company, Seller shall deliver written notice to manage or operate the business of such fund or issuer other than rights as company, with a limited partner or stockholder thereof. For purposes of this Section 6(b), “Restricted Enterprise” shall mean any enterprise (including, but not limited to, any enterprise related copy to the business Company, of acquiringhis obligations hereunder and under the terms of his Confidentiality, developing, investing, structuring or managing retail net lease real estate properties Inventions 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 competitive with the business conducted by the Company and its direct or indirect subsidiaries, partnerships and joint ventures during the Participant’s Service, within the United States and anywhere outside the United States where the Company and its direct or indirect subsidiaries, partnerships and joint ventures operated during the Participant’s ServiceNoncompete Agreement.

Non-Competition. By and in consideration During the Executive’s employment with the Company and, upon a 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’s entering into this Agreement, and in further consideration of the Participant’s exposure to the Confidential Information of the Group, the Participant agrees that the Participant shall not, during the period of the Participant’s Service and for [twelve (12)] [twenty-four (24)] months 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, stockholder owning beneficially or investor in, any Restricted Enterprise (as defined below); provided, that in no event shall ownership of record more than one percent (1%) or less of the outstanding securities shares of the limited partnership 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 private equity fundCompeting 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, hedge fund 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 venture capital fund or any class (y) if clause (x) of any issuer whose securities are registered under the Exchange Act, standing alone, be prohibited by this Section 6(b)8(a) is determined by a reviewing court to be unenforceable, so long as then (y) any state within the Participant does not have, or exercise, any rights to manage or operate United Sates in which the business of such fund or issuer other than rights as a limited partner or stockholder thereofCompany is actively engaged in business. For purposes of this Section 6(b8(a), the term “Restricted EnterpriseCompeting Business” shall mean any enterprise business which is substantially and materially engaged in (includingi) the purchasing, but 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) any other activity which is material to the Company that it is engaged in as of the Date of 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 Company and not limited toto 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 subject to the consent of the Board, (ii) making or maintaining a passive investment in a diversified company having not more than 10% of its sales (based on its latest published annual audited financial statements) attributable to a Competing Business; (iii) providing any enterprise related services, advice or personal assistance to 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 or operations of the Company; or (vi) working for a buyer of all or substantially all of 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 competitive with the business conducted by the Company and its direct or indirect subsidiaries, partnerships and joint ventures during immediately after the Participant’s Service, within the United States and anywhere outside the United States where the Company and its direct or indirect subsidiaries, partnerships and joint ventures operated during the Participant’s Servicetransfer thereof.

Non-Competition. By and The Employee agrees that during the Employee's employment with the Company and, in consideration the event of termination of the Company’s entering into this Agreement, and in further consideration Employee's employment with the Company by reason of the Participant’s exposure to Employee's Disability or Retirement, by the Confidential Information of Company for Cause or by the Group, the Participant agrees that the Participant shall not, during the period of the Participant’s Service and for [Employee within twelve (12)] [twenty-four (24)] ) months following the a Change in Control, for an additional period of one (1) year immediately following termination thereof, regardless of the reason for such termination and regardless of whether Employee's employment with the Participant is then entitled to receive any severance benefits (Company, the “Restriction Period”), Employee shall not directly or indirectly, own, manage, operate, join, control, be employed by, as an individual 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, consultant, partner, investor or investor inin any other capacity with any corporation, partnership or other person or entity, other than the Company, engage in the business of developing, manufacturing, selling or distributing high performance nickel base or cobalt base alloys in competition with the business of the Company or any Restricted Enterprise (of its subsidiaries as defined below)such business are constitutes from time to time during the Employee's employment with the Company, and thereafter, as such businesses are constituted at the time of termination of the Employee's employment; provided, that however, in no the event shall ownership of one percent (1%) or less a termination of the outstanding securities Employee's employment within twelve (12) months following a Change in Control the foregoing restriction shall only relate to the business of the limited partnership interest Company or any of its subsidiaries as such business existed immediately prior to the Change in any private equity fund, hedge fund or venture capital fund or Control. The restrictions of this Section 7 shall not be deemed to prevent the Employee from owning less than 5% of the issued and outstanding shares of any class of any securities of an issuer whose securities are listed on a national securities exchange or registered under pursuant to Section 12(g) of the Exchange Act, standing alone, be prohibited by this Section 6(b), so long as the 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 The restrictions of this Section 6(b)7, “Restricted Enterprise” shall mean any 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 extent applicable following termination of the Group is participating in, or has taken substantive steps towards participating in, as of the date hereof) that is competitive Employee's employment with the business conducted Company, shall only apply within the geographical area served either by the Company and or its direct or indirect subsidiaries, partnerships and joint ventures subsidiaries during the Participant’s Servicetwo (2) years prior to termination of the Employee's employment with the Company; provided, however, in the event of termination of the Employee's employment within twelve (12) months following a Change in Control the United States and anywhere outside geographical area shall only include the United States where geographical area served by the Company or any of its subsidiaries immediately prior to the Change in Control. In the event a court of competent jurisdiction determines that the foregoing restriction is unreasonable in terms of geographic scope or otherwise then the court is hereby authorized to reduce the scope of said restriction and its direct enforce this Section 7 as so reduced. If any sentence, word or indirect subsidiariesprovision of this Section 7 shall be determined to be unenforceable, partnerships the same shall be severed herefrom and joint ventures operated during the Participant’s Serviceremainder shall be enforced as if the unenforceable sentence, word or provision did not exist.

Non-Competition. By While the Executive is employed and for a period following the termination of the Executive's employment 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 consideration any other capacity, other than on behalf of the Company’s entering into this Agreement, and in further consideration of the Participant’s exposure to the Confidential Information of the Grouporganize, the Participant agrees that the Participant shall not, during the period of the Participant’s Service and for [twelve (12)] [twenty-four (24)] months 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 indirectlyestablish, own, manage, operate, joinmanage, control, engage in, participate in, invest in, permit his name to be employed used by, act as a consultant or participate advisor to, render services for (alone or in the ownershipassociation with any person, managementfirm, operation corporation or control ofbusiness organization), or be connected 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 manner with, business conducted by the Company or its subsidiaries (x) on the date of the Executive's termination of employment (including, without limitation, holding any position business which the Company or its subsidiaries has specific plans to conduct in the future and as to which the Executive is aware) or (y) within twelve (12) months 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 "Competitive Business"). Notwithstanding the foregoing, the Executive may, directly or indirectly own, solely as an investment, securities of any firm, partnership, joint venture, association, corporation or other business organization, entity or enterprise engaged in the business of the Company which are publicly traded on a stockholder, director, officer, consultant, independent contractor, employee, partnernational or regional stock exchange or on the over-the-counter market if the Executive is not a controlling person of, or investor ina member of a group which controls, any Restricted Enterprise (as defined below); provided, that in no event shall ownership such entity and does not directly or indirectly own 5% or more 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 such entity. Should any issuer whose securities are registered under the Exchange Act, standing alone, be prohibited by provision of this Section 6(b)5.2 conflict with the provisions of any other written agreement between the Company and the Executive, so long as the 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 thereofthis Section 5.2 shall govern. For the purposes of this Section 6(b)Employment Agreement, “the term Non-Competition Restricted Enterprise” Period shall mean any enterprise (includingx) the period the Executive is entitled to receive payments or benefits pursuant to Section 4.4 hereof, but not limited to, any enterprise related to if the business Executive's employment terminates without Cause or if the Executive terminates his employment for Good Reason and (y) a period of acquiring, developing, investing, structuring or managing retail net lease real estate properties and one year if the executive's employment hereunder terminates for 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 competitive with the business conducted by the Company and its direct or indirect subsidiaries, partnerships and joint ventures during the Participant’s Service, within the United States and anywhere outside the United States where the Company and its direct or indirect subsidiaries, partnerships and joint ventures operated during the Participant’s Service.reason..

Non-Competition. By and in consideration of the Company’s Company entering into this Agreement, and in further consideration of the Participant’s Executive's exposure to the Confidential Information of the GroupEmployment employment Information, the Participant Exec utive agrees that the Participant Executive shall not, during the Period and for a period of 24 months after the Participant’s Service and Executive's termination of for [twelve (12)] [twenty-four (24)] months following the termination thereof, regardless of the any 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 that, in no event shall (X) ownership by the Executive of one two 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 ActAct of I 934, as amended, standing alone, be prohibited by this Section 6(b)4.2, so long as the Participant 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 shareholder thereof or stockholder thereof(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 Section 6(b)paragraph, “''Restricted Enterprise” " shall mean any enterprise Person that is engaged, directly or indirectly, in (including, but not limited to, any enterprise related or intends or proposes 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 engage in, or has taken substantive steps towards participating been organized for the purpose of engaging in) a business which is in competition with a business of the Company, as Parent or any of their subsidiaries, which on the date hereof is the business of providing to Medicare and managed care beneficiaries those medical products and services (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 is competitive with the business conducted by the Company and its direct or indirect subsidiaries, partnerships and joint ventures during the Participant’s Service, within the United States and anywhere outside the United States where the Company and its direct or indirect subsidiaries, partnerships and joint ventures operated during the Participant’s Service.is providing in any country 7

Non-Competition. By (i) Seller, on its behalf and in consideration on behalf of its affiliates and subsidiaries, agrees that, for a period of ten (10) years after the Company’s entering into this AgreementClosing Date, Seller and in further consideration of the Participant’s exposure to the Confidential Information of the Group, the Participant agrees that the Participant its affiliates shall not, during the period of the Participant’s Service and for [twelve (12)] [twenty-four (24)] months 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, 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. (ii) The parties agree that if any court of competent jurisdiction determines that the Restrictive Covenant or any part thereof is invalid or unenforceable, that in no event shall ownership of one percent (1%) or less the remainder of the outstanding securities 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 limited partnership interest in any private equity fundRestrictive Covenant, hedge fund or venture capital fund or any class the application of any issuer whose securities are registered under portion of the Exchange ActRestrictive Covenant to any person or circumstances, standing aloneshall be held invalid or unenforceable by any court of competent jurisdiction, be prohibited by this Section 6(b), so long as the Participant does not haveremaining portion of the Restrictive Covenant, or exercisethe 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 invalid or unenforceable, but only in the most minimal manner necessary to make such terms comply with the determination of such court. (iii) If Seller breaches, or threatens to commit a breach of, the 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 addition to, and not in lieu of, any other rights and remedies available to manage Buyer at law or operate the business of such fund or issuer other than rights as a limited partner or stockholder thereof. For purposes of this Section 6(b), “Restricted Enterprise” shall mean any 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 competitive with the business conducted by the Company and its direct or indirect subsidiaries, partnerships and joint ventures during the Participant’s Service, within the United States and anywhere outside the United States where the Company and its direct or indirect subsidiaries, partnerships and joint ventures operated during the Participant’s Servicein equity.

Non-Competition. By The Grantee acknowledges and in consideration recognizes the highly competitive nature of the Company’s entering into this Agreement, and in further consideration business of the Participant’s exposure to the Confidential Information Company and accordingly agrees that while Grantee is an employee of the Group, the Participant agrees that the Participant shall not, during the period of the Participant’s Service Company and for the [twelve one year for VPs/6 months for Directors/3 months for managers] period following termination of such relationship for any reason (12)] [twenty-four (24)] months 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 voluntary or involuntary) (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, acquire an interest in, or otherwise engage in, act for, or act on behalf of any Person (other than Company and its subsidiaries and affiliates) engaged in any activity that Grantee was responsible for during Grantee’s employment with Company where such activity is 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 or affiliates that are different from and in addition to the areas in which Grantee primarily works for Company (the “Additional Protected Areas of Business”). As a result, the Grantee agrees he/she shall not own, manage, control, be employed byoperate, invest in, acquire an interest in, or participate otherwise act for, act on behalf, or provide the same or similar services to, any Person that engages 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, Additional Protected Areas of Business. The Grantee acknowledges and agrees that in no event shall ownership the geographical limitations and duration of one percent (1%) or less of this covenant not to compete are reasonable. To the outstanding securities of extent that 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 Exchange Act, standing alone, be prohibited by this Section 6(b), so long as the 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 provisions of this Section 6(b)13(a) conflict with any other agreement signed by Grantee relating to non-competition, “Restricted Enterprise” shall mean any enterprise (includingthe provisions that are most protective of the Company’s, 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 inits subsidiaries’ or affiliates’, or has taken substantive steps towards participating in, as of the date hereof) that is competitive with the business conducted by the Company and its direct or indirect subsidiaries, partnerships and joint ventures during the Participant’s Service, within the United States and anywhere outside the United States where the Company and its direct or indirect subsidiaries, partnerships and joint ventures operated during the Participant’s Serviceinterests shall govern.

Non-Competition. By During the term of his employment and in consideration of the Company’s entering into this Agreement, and in further consideration of the Participant’s exposure to the Confidential Information of the Group, the Participant agrees that the Participant shall not, during the for a period of the Participant’s Service and for [twelve (12)] [twenty-four (24)] months one year 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 this Agreement (the “Restriction Restricted Period”), directly or indirectlythe Employee agrees that he shall not, ownwithout the prior written consent of the Employer, manage, operate, join, controlown any equity interest in, be employed by, or participate act as a consultant to, any corporation, partnership, limited liability company or other entity (each, an “Entity”) that is engaged in competition with the Business of the Employer or Holdings (as the term “Business” is defined in this Section 13 below), except that the Employee may be employed by, or act as a consultant to, any corporation, partnership, limited liability company or other entity that has been specifically approved by the Board. The provisions of this Section 13 shall not apply to any Entity in which the net revenues of the competing Business 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 fiscal year immediately preceding the acquisition did not exceed five (as defined below); provided, that in no event shall ownership of one percent (15%) or less percent of the outstanding securities aggregate net revenues of the limited partnership interest in any private equity fundBusiness of the Employer or Holdings. In addition, hedge fund or venture capital fund or any class the provisions of any issuer whose securities are registered under the Exchange Act, standing alone, be prohibited by this Section 6(b)13 shall not apply to any (i) non-profit and corporate boards and committees or (ii) any industry associations, so long either of which may be for an Entity in the same Business as the Participant does not have, Employer or exercise, any rights to manage or operate the business of such fund or issuer other than rights as a limited partner or stockholder thereofHoldings. For purposes of this Section 6(b)13, the term “Restricted EnterpriseBusiness” shall mean any enterprise and be limited to (includinga) the production and sale of one or more print and digital publications, but not limited to(b) the establishment and production of seminars, any enterprise related to the business of acquiringconferences or events, developing, investing, structuring or managing retail net lease real estate properties and any (c) other lines of business any member e-commerce initiatives and licensing of the Group is participating in“High Times”® brand, including the development of an e-commerce store offering clothing and other products; in each case, associated with cannabis or has taken substantive steps towards participating indedicated primarily to cannabis and the cannabis culture. Notwithstanding the foregoing, as in the event Employee’s employment terminates in accordance with Section 7.2 this Agreement or XxXxxxxx shall have the right and shall elect to exercise his repurchase right in accordance with Article VI(c) of the Purchase Agreement, beginning on such respective date hereof) that is competitive with of the business conducted by the Company events set forth above, this Section 13 shall be null and its direct void and have no further force or indirect subsidiaries, partnerships and joint ventures during the Participant’s Service, within the United States and anywhere outside the United States where the Company and its direct or indirect subsidiaries, partnerships and joint ventures operated during the Participant’s Serviceeffect.

Non-Competition. By and Except as otherwise provided in consideration the proviso set forth in the third paragraph of the Company’s entering into this Note (as such term is defined in the Acquisition Agreement), and in further consideration of the Participant’s exposure to the Confidential Information of the Group, the Participant Mr. Ajram hereby agrees that from and after the Participant Closing Date and continuing for ten (10) years from the Closing Date (the "Restricted Period"), he shall not, during the period of the Participant’s Service and for [twelve (12)] [twenty-four (24)] months 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, ownas employee, manageagent, operateconsultant, 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, officermanager, consultantco-partner or in any other individual or representative capacity, independent contractorown, employeeoperate, partnermanage, control, engage in, invest in or participate in any manner in, act as a consultant or advisor to, render services for (alone or in association with any Person (as such term is defined in the Acquisition Agreement), other than the Packaging Dynamics Companies (as such term is defined in Section 3(f) herein)), or investor otherwise assist any Person, other than the Packaging Dynamics Companies, that engages in or owns, invests in, operates, manages or controls any venture or enterprise that directly or indirectly engages or proposes to engage anywhere in the United States or Canada (the "Territory") in the business of the Packaging Dynamics Companies as of the date hereof and those businesses of the Packaging Dynamics Companies through the time Mr. Ajram is an employee or director of any of the Packaging Dynamics Companies (the "Restricted Enterprise (as defined below)Business") or any business similar to, or competitive with, the Restricted Business; provided, however, that nothing contained herein shall be construed to prevent Mr. Ajram from (i) investing 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 stock of any issuer whose competing corporation listed on a national securities are registered under exchange or traded in the Exchange Act, standing alone, be prohibited by this Section 6(b), over-the-counter market so long as the Participant does Mr. Ajram is not have, or exercise, any rights to manage or operate involved in the business of said corporation and Mr. Ajram does not own more than five (5%) percent of the stock of such fund or issuer other than rights as a limited partner or stockholder thereof. For purposes of this Section 6(b), “Restricted Enterprise” shall mean any enterprise corporation and (including, but not limited to, any enterprise related to ii) participating in the business of acquiring, developing, investing, structuring or managing retail net lease real estate properties and any other lines of Flexipak Industries Inc. as such business any member of the Group is participating in, or has taken substantive steps towards participating in, conducted as of the date hereof) ; provided, further, that is competitive with nothing contained herein shall be construed to prevent Mr. Ajram from engaging in a business in which none of the Packaging Dynamics Companies are engaged as of the date hereof but in which a Packaging Dynamics Company becomes engaged subsequent to the date hereof, so long as Mr. Ajram became engaged in such new business prior to any of the Packaging Dynamics Companies. With respect to the Territory, Mr. Ajram specifically acknowledges that the Packaging Dynamics Companies have heretofore conducted by the Company and its direct or indirect subsidiaries, partnerships and joint ventures during the Participant’s Service, within their businesses throughout the United States and anywhere outside the United States where the Company and its direct or indirect subsidiaries, partnerships and joint ventures operated during the Participant’s ServiceCanada.

Non-Competition. By and in consideration of the Company’s entering into this Agreement, and in further consideration of the Participant’s exposure to the Confidential Information of the Group, the Participant agrees that the Participant Employee shall not, during the course of Employee’s employment and for a period of the Participant’s Service one year (and if one year is determined by a court to be unenforceable, for [twelve (12)] [twenty-four (24)] months a period of 6 months) following the termination thereofof Employee’s employment with XxXxxxx, 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 serve as a stockholderpartner, principal, licensor, licensee, employee, consultant, officer, director, officermanager, consultantagent, independent contractoraffiliate, employeerepresentative, partneradvisor, promoter, associate, investor, or investor in, any Restricted Enterprise otherwise for (as defined below); provided, that in no event shall except for passive ownership of one up to three percent (13%) 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 entity whose securities are have been registered under the Exchange ActSecurities Act of 1933, standing alone, be prohibited by this Section 6(b), so long as the Participant does not haveamended, or exerciseSection 12 of the Securities Exchange Act of 1934, as amended) a “competitor” in the same or a similar capacity to which Employee provided services to GoDaddy or GoDaddy’s customers within the prior two years of Employee’s employment. A “competitor” is a person or business that offers products or services that are the same or similar in function or purpose to any rights to manage products or operate services provided by XxXxxxx.xxx, LLC, GoDaddy, Inc. or their respective subsidiaries as of the business date of the termination of Employee’s employment, including any products or services that any of the foregoing entities have taken material steps toward developing and providing as of such fund or issuer other than rights as date of termination. Because of the nature of services provided on the Internet, this restriction is not geographically limited, provided, however, that if a limited partner or stockholder thereof. For purposes court determines that the lack of a geographical limitation renders any part of this Section 6(b)Agreement unenforceable, “Restricted Enterprise” this restriction shall mean be limited to providing such products or services within a 50 mile radius (and if a 50 mile radius is determined by a court to be unenforceable, within a radius of 30 miles) from any enterprise (includingstate within the United States or any country outside the United States, in each case in which XxXxxxx.xxx, LLC, GoDaddy, Inc. or their respective subsidiaries conducts business during Employee’s employment. In consideration for the foregoing non-competition covenant, GoDaddy shall provide Employee confidential, proprietary, and trade secret information of GoDaddy, including but not limited to financial data, customer information, pricing, or similar confidential information. GoDaddy’s confidential, proprietary, and trade secret information, which Employee acknowledges is sufficient consideration to enter into this Agreement, provides GoDaddy with a competitive advantage in the marketplace. Employee acknowledges that Employee will derive significant value from GoDaddy providing Employee with confidential information and trade secrets to enable Employee to optimize the performance of Employee’s job duties. Employee further acknowledges that Employee’s fulfillment of the obligations in this Agreement, including but not limited to, any enterprise related Employee’s obligations in Sections 4, 5, and 7, is necessary to protect Confidential Information and preserve the business value and goodwill of acquiringGoDaddy. Employee also acknowledges the time, developinggeographic and scope limitations in Sections 4 and 7 are fair and reasonable in all respects, investing, structuring or managing retail net lease real estate properties especially in light of GoDaddy’s need to protect Confidential Information and any other lines of business any member the scope and nature of the Group GoDaddy’s business, and that Employee will not be precluded from gainful employment. In the event of Employee’s breach or violation of Sections 4 and/or 7, the restricted periods in Sections 4 and 7 shall be tolled until such breach or violation has been duly cured or resolved. In the event that any portion of Employee’s non-competition covenant is participating indeemed overbroad or unreasonable, or has taken substantive steps towards participating inthe Parties expressly request that the Court reform the covenant to render it reasonable and not overbroad, as of and the date hereof) Parties acknowledge that it is competitive with the business conducted by Parties’ intent to reform the Company and its direct or indirect subsidiaries, partnerships and joint ventures during agreement in the Participant’s Service, within broadest manner possible to render it enforceable rather than to invalidate the United States and anywhere outside the United States where the Company and its direct or indirect subsidiaries, partnerships and joint ventures operated during the Participant’s ServiceAgreement.

Non-Competition. By and in consideration of the Company’s entering into this Agreement, and in In further consideration of the Participant’s exposure compensation to be paid to Executive hereunder, Executive acknowledges that during the course of his employment with the Company, he will become familiar with the Company's trade secrets and with other Confidential Information concerning the Company and its subsidiaries and that his services will be of special, unique and extraordinary value to the Confidential Information of the GroupCompany and its subsidiaries, the Participant and therefore, Executive agrees that the Participant shall not, during the period of Non-Compete Period he shall not engage in Competition with the Participant’s Service Company. As used herein, “Non-Compete Period” means during the Employment Term and for [twelve continuing until six (12)] [twenty-four (24)] 6) months following the termination thereoflast day of Executive’s employment. As used herein, regardless of the reason for such termination and regardless of whether the Participant is then entitled “Competition” means to receive any severance benefits (the “Restriction Period”), directly or indirectly, ownin a competitive capacity, own any interest in, manage, operate, join, control, be employed byinvest or acquire an interest in, participate in, consult with, render services for, operate or participate in the ownership, management, operation or control of, or be connected in any manner withengage, includingin a competitive capacity, without limitationin any Competitive Business (including any division, holding any position group or franchise of a larger organization which is a Competitive Business), whether as a proprietor, owner, member, partner, stockholder, director, manager, officer, executive, consultant, independent contractorjoint venture, employeeinvestor, partner, sales representative or investor in, any Restricted Enterprise (as defined below); providedother participant, that (x) competes with the Company or any of its subsidiaries on the date in no event question if such action by Executive occurs during the Employment Term or (y) competes with the Company or any of its subsidiaries as of the last day of Executive's employment if such action by Executive occurs on or after the employment termination date). Nothing herein shall ownership prohibit Executive from being a passive owner of one not more than three percent (13%) or less of the outstanding securities stock 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 Exchange Act, standing alone, be prohibited by this Section 6(b)a corporation which is publicly traded, so long as the Participant does not have, or exercise, any rights to manage or operate Executive has no active participation in the business of such fund corporation. As used herein, “Competitive Business” means a business that operates any of the following within five (5) miles of any location operated or issuer other than rights as a limited partner supplied by the Company: (i) retail convenience stores (with or stockholder thereof. For purposes of this Section 6(bwithout fuel), (ii) gas stations (whether or not attached to a convenience store), (iii) dollar stores, (iv) tobacco stores, and (v) liquor stores; provided, however, for the sake of clarity, Competitive Business does not include retail pharmacies or mass merchants. With respect to “Restricted Enterpriseconvenience stores,” such term means any business listed on the “Top 202 Convenience Stores” published by CSP News, or such successor publication. If no such publication exists, it shall mean any 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, convenience stores on such list as of the last date hereof) that is such list was published. As used herein, “competitive with capacity” means providing executive level, financial, or managerial services to a Competitive Business other than at the business conducted by the Company and its direct or indirect subsidiaries, partnerships and joint ventures during the Participant’s Service, within the United States and anywhere outside the United States where the Company and its direct or indirect subsidiaries, partnerships and joint ventures operated during the Participant’s Serviceindividual store level.

Non-Competition. By and a. Subject to the Company not then being in consideration default of the Company’s entering into its obligations under this Agreement, and in further consideration March agrees that for a period ending on a date which is two years following the last day of his employment by the Company or a subsidiary of the Participant’s exposure to Company (the Confidential Information "Non- Competition Period"), he shall not: i. engage directly or indirectly in the "Restricted Area" as defined below in the business of developing, producing, marketing or selling catalytic research instruments or components, laboratory equipment products or items or biotech products or items which the GroupCompany during the Term has advised March, the Participant agrees that Company, SI or any of their subsidiaries intends to produce or sell (collectively the Participant shall not, during the period of the Participant’s Service and for [twelve "Non-Competition Activities") or; ii. perform services (12)] [twenty-four (24)] months 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, including without limitation, holding any position limitation as a stockholder, director, officer, consultantan employee, independent contractor, employeeofficer, partnerdirector or consultant) for, or investor inotherwise be engaged by or have any financial interest in or affiliation with any individual corporation, partnership or any Restricted Enterprise other entity involved in the Non-Competition Activities (as defined below"Competitor Entity") or; iii. own, along with his affiliates, including parents, siblings and members of their families, directly or indirectly (the "March Group"), at least 2% in the aggregate of the outstanding equity interests of any Competitor Entity; provided, however, that nothing contained in no event this Paragraph 8(a) shall ownership prevent March from purchasing as an investment securities of one percent (1%) any corporation whose securities are regularly traded on any national securities exchange or less in the over-the-counter market if such purchase would not result in the March Group owning at the time of the purchase more than 3% of the outstanding securities equity interests 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 Exchange Act, standing alone, be prohibited by this Section 6(b), so long as the 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 thereofCompetitor Entity. For purposes of this Section 6(b), “iv. Restricted Enterprise” Area shall mean any 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 competitive with the business conducted by the Company and its direct or indirect subsidiaries, partnerships and joint ventures during the Participant’s Service, within the United States and anywhere outside the United States where or any other nation in which the Company or SI or a subsidiary of the Company or of SI engages or, to his knowledge, intends to engage in a Non- Competition Activity. b. During the Non-Competition Period and subject to the Company's not being in breach of the terms of this Agreement, March s hall not solicit or induce any employee of the Company, SI or a subsidiary of the Company or of SI, to leave its direct employ. c. If the final judgment of a court of competent jurisdiction declares that any term or indirect subsidiariesprovision of Paragraphs 8(a) or (b) above, partnerships is invalid or unenforceable, the parties to this Agreement agree that the court making the determination of invalidity or unenforceability shall have the power to reduce the scope, duration or area of the term or provision, to delete specific words or phrases, or to replace any invalid or unenforceable term or provision with a term or provision that is valid and joint ventures operated during enforceable and that comes closest to expressing the Participant’s Serviceintention of the invalid or unenforceable term or provision, and this Agreement shall be enforceable as so modified. 9.

Non-Competition. By and in In consideration of the Company’s entering into this Agreement, and in further consideration grant of the Participant’s exposure Award to the Confidential Information Grantee, Grantee agrees that during the 12-month period following the last date of Grantee’s employment with the GroupCompany, the Participant agrees that the Participant shall Grantee will not, during the period of the Participant’s Service and for [twelve (12)] [twenty-four (24)] months 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 indirectlyindirectly (except on behalf of or with the prior written consent of the Company, ownwhich consent may be withheld in the Company’s sole discretion): (i) provide services of a leadership, managemanagement, operateexecutive, join, control, be employed byoperational, or advisory capacity and/or participate in the ownershipownership of or provide financial backing to an automotive dealership that is located within the Area (as defined in Section 3.15(i) of this Award Agreement); (ii) provide senior/corporate level leadership, executive, operational, or advisory services to any corporate competitor of the Company or its Affiliates who owns or operates one or more automotive dealerships within the Area; or (iii) provide services of a leadership, 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 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 Exchange Act, standing alone, be prohibited by this Section 6(b), so long as the 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 thereofArea. For purposes of this Section 6(b3.15(a), “Restricted Enterprise” shall mean any enterprise (including, but not limited to, any enterprise related 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 business of acquiringcontrary contained herein, developing, investing, structuring or managing retail net lease real estate properties and any other lines of business any member the Company hereby agrees that the covenants set forth in this Section 3.15(a) shall not be deemed breached as a result of the Group is participating inpassive ownership by the Grantee of: (A) less than an aggregate of 5% of any class of stock of a business that competes with the Company; or (B) 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 3.15(a) prohibits the Grantee from accepting employment from, or has taken substantive steps towards participating inperforming services for, businesses engaged in the finance industry, or businesses engaged in the manufacturing and/or sale of automobile parts or the provision of automotive service; provided that such businesses do not also engage in the retail sale of automobiles within the Area. By way of example, as of the date hereofDate of Grant, nothing in this Section 3.15(a) that is competitive would prohibit the Grantee from working with the business conducted by the Company and its direct such businesses as American General Finance, NAPA Auto Parts, or indirect subsidiaries, partnerships and joint ventures during the Participant’s Service, within the United States and anywhere outside the United States where the Company and its direct or indirect subsidiaries, partnerships and joint ventures operated during the Participant’s ServiceGoodyear.

Non-Competition. By and in consideration of the Company’s entering into this Agreement, and in further consideration of the Participant’s exposure to the Confidential Information of the Group, the Participant The Executive agrees that the Participant shall not, during the period (such period being referred to as the “Restricted Period”) of the Participant’s Service her employment and for [a period of twelve (12)] [twenty-four (24)] ) months following the termination thereofof her employment with the Company for any reason, regardless of the reason for such termination and regardless of whether the Participant is then entitled to receive any severance benefits (the “Restriction Period”)she will not, 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, stockholder, partner, associate, employee, consultant, owner, agent or independent contractor, employee, partner, become 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 Exchange Act, standing alone, be prohibited by this Section 6(b), so long as the 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 Section 6(b), “Restricted Enterprise” shall mean any 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 interested in, or has taken substantive steps towards participating inassociated with, as any other corporation, firm or business of the date hereofwhich a material portion of its business is engaged in a business (or businesses) that is competitive with the business conducted by material business(es) in which the Company and its is engaged at the time of termination, in any geographical area in which the Company is engaged at the time of termination (a “Restricted Entity”). The definition of “Restricted Entity” shall not include M&F. In addition, during the Executive’s employment, she shall not have any direct or indirect subsidiariesinterest (whether as a director, partnerships officer, stockholder, partner, proprietor, associate, employee, consultant, owner, agent or independent contractor) in any company which sells to, supplies services to or buys products or services from the Company, or engages in any other activity or relationship which would be contrary to the Company’s conflict of interest policy as set forth in its Code of Conduct as from time to time in effect. Notwithstanding the foregoing, the Executive’s ownership, directly or indirectly, of not more than one percent of the issued and joint ventures during outstanding stock of a corporation the Participant’s Serviceshares of which are regularly traded on a national security exchange or on the over-the-counter market shall not, within solely on its own, be deemed to be a violation of this Section 5.3. This provision shall not preclude the United States and anywhere outside Executive from, following the United States where termination of her employment, engaging in a business of an acquirer of the Company and its direct so long as she was not materially involved in that business during her employment. The Executive may seek RCPC’s consent for a waiver of this Section 5.3 or indirect subsidiariesa confirmation that a waiver is not necessary, partnerships and joint ventures operated during neither of which may be unreasonably withheld or delayed, provided that a consent may have certain conditions as RCPC may deem appropriate, which may include a reduction in the Participant’s Serviceseverance payments that may be due under Section 4.3.

Non-Competition. By and in consideration of the Company’s entering into this Agreement, and in further consideration of the Participant’s exposure to the Confidential Information of the Group, the Participant agrees that the Participant shall not, during the period of the Participant’s Service and for [twelve Restriction Period (12)] [twenty-four (24)] months 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”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 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 Exchange Act, standing alone, be prohibited by this Section 6(b), so long as the 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 Section 6(b), “Restricted Enterprise” shall mean any 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 competitive with the business conducted by the Company and its direct or indirect subsidiaries, partnerships and joint ventures during the Participant’s Service, within the United States and anywhere outside the United States where the Company and its direct or indirect subsidiaries, partnerships and joint ventures operated during the Participant’s Service. The “Restriction Period” shall mean the period of the Participant’s Service and for twelve (12) months following the termination thereof; provided, however, that, unless the Participant is or becomes entitled to accelerated vesting of the Awarded RSUs upon termination of Service, the Restriction Period shall automatically end on the date that the Participant’s Service is terminated; provided, further, that the Company in its sole discretion may waive all or any portion of the Restriction Period.

Non-Competition. By (a) The Seller, for itself and in consideration of the Company’s entering into this Agreementfor its Affiliates hereby undertakes, and in further consideration of the Participant’s exposure to the Confidential Information of the Group, the Participant agrees that the Participant shall not, during the for a period of 5 years after the Participant’s Service Closing Date and for [twelve within the Territory (12)] [twenty-four as hereinafter defined): (24)] months following the termination thereofi) not to, regardless either on its own account or in conjunction with or on behalf of the reason for such termination and regardless of whether the Participant is then entitled to receive any severance benefits (the “Restriction Period”)person, carry on, engage, be concerned or interested, directly or indirectly, own, manage, operate, join, control, be employed by, or participate in the ownershipmanufacture, managementsale, operation development or control ofservicing of products competing with the products currently manufactured and/or sold and/or developed by the Company and/or with future products within the current Company’s areas of focus that the Company will be completing, manufacturing or be connected selling within the five years following the Closing Date; 39 (ii) without prior written consent of Anika, not to, either on its own account or in conjunction with or on behalf of any manner withthird party, includinghire, without limitation, holding solicit or endeavour to entice away from the Company any position as a stockholder, director, person who at the Closing Date is an officer, consultant, independent contractormanager, employee, partner, consultant or investor in, any Restricted Enterprise (as defined below); provided, that in no event shall ownership of one percent (1%) or less servant of the outstanding securities Company, whether or not such person would commit a breach of contract by reason of leaving service or office. (b) The Seller and Buyer hereby represent to each other and acknowledge that the limited partnership interest provisions contained in any private equity fund, hedge fund or venture capital fund or any class of any issuer whose securities are registered under the Exchange Act, standing alone, be prohibited by this Section 6(b), so long as the 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 Paragraph (a) above of this Section 6(b), 9.07 are necessary for the protection of Buyer’s interests. The compensation for all the obligations contained in this Section 9.07 has been taken into account in determining the Purchase Price. (c) For the purposes of Section 9.07(a) “Restricted EnterpriseTerritory” shall mean any enterprise all the countries in the world. (including, but not limited to, any enterprise related d) By way of exception to the business of acquiring, developing, investing, structuring or managing retail net lease real estate properties and any other lines of business any member undertakings of the Group is participating inSeller in Section 9.07(a), or has taken substantive steps towards participating in, as the Buyer acknowledges and accepts the existence and validity going forward of each of the date hereofExisting Product Agreements to be amended on the Closing Date and the Marketing Services Agreement, the Tolling Agreement and the Patent Licence Agreement. (e) The Buyer covenants at the Company’s election that is competitive with the business conducted by the Company will (i) maintain CE product registrations for Wet products, Hyalogin – Hyalofemme products and Gen Aid products, each as provided in the relevant Existing Product Agreement or, (ii) make available to the Seller all relevant documentation to allow the Seller to obtain its direct or indirect subsidiariesown CE product registration for such Wet products, partnerships Hyalogin – Hyalofemme products and joint ventures during the Participant’s Service, within the United States and anywhere outside the United States where the Company and its direct or indirect subsidiaries, partnerships and joint ventures operated during the Participant’s Service.Gen Aid products. 9.08

Non-Competition. By The Employee acknowledges and in consideration of the Company’s entering into this Agreement, and in further consideration of the Participant’s exposure to the Confidential Information of the Group, the Participant agrees that the Participant shall notEmployer’s Confidential Information is an important business asset of the Employer. In addition, the Employee acknowledges and agrees that he has and will continue to play an integral role in the development and maintenance of goodwill between the Employer and its customers. Accordingly, in order to protect the Employer’s Confidential Information and customer goodwill, the Employee covenants and agrees that (a) during the period of Employee’s employment with the Participant’s Service Employer, and (b)(i) for [twelve (12)] [twentythe Initial Post-four (24)] months following Termination Period, 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”), Employee shall not knowingly directly or indirectly, own, manageindirectly own an interest in, operate, join, control, be employed byadvise, consult to, work for, serve as a director or manager of, have a financial interest in, or participate in any corporation, partnership, proprietorship, firm, association, person, or other entity that engages in the ownershipField, managementand (ii) for the Second Post Termination Period, operation the Employee shall not knowingly directly or control indirectly own an interest in, operate, join, control, advise, consult to, work for, serve as a director or manager of, have a financial interest in, or be connected participate in any manner corporation, partnership, proprietorship, firm, association, person, or other entity that directly, or indirectly through one or more intermediaries, controls or is controlled by or is under common control with, includingXxxxxxx Xxxxxxxx and that engages in the Field (all of the foregoing, without limitation, holding “Employer Activities”). This Covenant applies to Employer Activities in any position territory or jurisdiction in which the Employer is doing business or has made affirmative business preparations to do business during the term of the Employee’s service. This Covenant does not prohibit the Employee from (i) being employed by or acting as a stockholder, director, officer, consultant, independent contractor, employee, partner, consultant or investor in, any Restricted Enterprise (as defined below); provided, that otherwise providing services to an employer in no event shall ownership of one percent (1%) or less of the outstanding securities of the limited partnership interest construction industry in any private equity fund, hedge fund or venture capital fund or any class of any issuer whose securities are registered under the Exchange Act, standing alone, be prohibited by this Section 6(b)general, so long as the Participant be personally does not haveperform any services or otherwise engage in the Field and does not use or disclose any Confidential Information in connection therewith, or exercise, (ii) the mere passive ownership of less than five percent (5%) of the outstanding stock of any rights to manage or operate public corporation as long as the business of such fund or issuer other than rights as a limited partner or stockholder thereof. For purposes Employee is not otherwise in violation of this Section 6(b), “Restricted Enterprise” shall mean any 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 competitive with the business conducted by the Company and its direct or indirect subsidiaries, partnerships and joint ventures during the Participant’s Service, within the United States and anywhere outside the United States where the Company and its direct or indirect subsidiaries, partnerships and joint ventures operated during the Participant’s ServiceCovenant.

Non-Competition. By The Executive hereby acknowledges and recognizes that during the Employment Period he will be privy to trade secrets and confidential information critical to the Company’s business and that the Company would find it extremely difficult or impossible to replace the Executive. Accordingly, Executive agrees that, in consideration of the premises contained herein, and the consideration to be received by the Executive hereunder, he will not and will not permit any of his Affiliates to, except with the Company’s entering into this Agreement, and in further consideration of the Participant’s exposure to the Confidential Information of the Group, the Participant agrees that the Participant shall notprior written consent, during the period of the Participant’s Service and for [twelve Non-Competition Period (12)] [twenty-four (24)] months 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”as defined below), 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 inotherwise with, any Restricted Enterprise business or organization (other than the Company) in any part of the United States of America in which the Company sells products or provides services, which, directly or indirectly, Competes (as defined below); provided, that in no event shall ownership of one percent (1%hereinafter defined) or less of with 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 Exchange Act, standing alone, be prohibited by this Section 6(b), so long as the 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 thereofCompany. For purposes of this Section 6(b)Agreement, “Restricted Enterprise” "Non-Competition Period" means during the period of employment and during the following period from and after the Termination Date: (i) zero months, if the Termination Date occurs on or prior to November 20, 2004, (ii) six months, if the Termination Date occurs after November 20, 2004 but on or prior to May 20, 2005, and (iii) one year, if the Termination Date occurs after May 20, 2005. For purposes of this Agreement, a business or organization shall mean any enterprise be deemed to "Compete" with the Company if such business or organization (including, but not limited to, any enterprise related to i) competes with the business of acquiringthe Company as it is conducted at any time during the period of employment or (ii) engages in the development, developingproduction, investing, structuring sale or managing retail net lease real estate properties and any other lines rental of business any member of the Group is participating inproducts, or has taken substantive steps towards participating inthe rendering of services, as of which are the date hereof) that is same as, similar to or competitive with with, the business conducted products or services being developed, provided, sold, rented or rendered by the Company and its direct or indirect subsidiaries, partnerships and joint ventures at any time during the Participant’s Service, within period of employment . Nothing in this paragraph shall prohibit the United States and anywhere outside Executive or any of his Affiliates from owning for passive investment purposes less than 5% of the United States where publicly traded securities of any corporation listed on the Company and its direct New York Stock Exchange or indirect subsidiaries, partnerships and joint ventures operated during the Participant’s ServiceAmerican Stock Exchange or whose securities are quoted on the NASDAQ National Market or the NASDAQ SmallCap Market.

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 its 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 Agreement, a high degree of importance. Executive covenants and in further consideration of the Participant’s exposure to the Confidential Information of the Group, the Participant agrees with Employer that the Participant shall Executive will not, during the term of this Agreement and for a period of the Participant’s Service and for [twelve (12)] [twenty-four (24)] eighteen months following after the termination thereofof Executive's employment hereunder, regardless of the reason for such termination with respect to subparagraph (i) and regardless of whether the Participant is then entitled twelve months with respect to receive subparagraphs (ii) and (iii) in any severance benefits (the “Restriction Period”)manner, directly or indirectly, (i) induce or attempt to influence any present or future officer, employee, lessor, lessee, licensor or licensee of Employer or its subsidiaries or its affiliates to leave its respective employ or solicit or divert or service any of the customers or clients that Employer or its subsidiaries or its affiliates 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 or contemplates to do business, in any businesses presently engaged in or to be engaged in by Employer or its subsidiaries or affiliates 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, any business which engages in any direct competitive activity 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 business which engages in no event shall ownership of one percent (1%) or less of retail commerce conducted over the outstanding securities of the limited partnership interest Internet in any private equity fund, hedge fund or venture capital fund or any class of any issuer whose securities are registered under the Exchange Act, standing alone, be prohibited by this Section 6(b), so long as the 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 Section 6(b), “Restricted Enterprise” shall mean any 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 competitive with the business conducted by the Company and its direct or indirect subsidiaries, partnerships and joint ventures during the Participant’s Service, within the United States and anywhere outside the United States where the Company and its direct or indirect subsidiaries, partnerships and joint ventures operated during the Participant’s Servicegeographic region.

Non-Competition. By In consideration and as a condition of Executive’s employment hereunder and receipt of all payments and benefits available to Executive in consideration of connection with such employment, the Company’s entering into this Agreementpromise to disclose, and in further consideration of the Participant’s exposure to the disclosure of, its Confidential Information of the Groupand for other good and valuable consideration, the Participant receipt and sufficiency of which are hereby acknowledged by Executive, Executive hereby agrees and covenants that the Participant during Restricted Period, Executive shall not, during the period of the Participant’s Service and for [twelve (12)] [twenty-four (24)] months 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 engage in, any Restricted Enterprise (as defined below); provided, that in no event shall ownership of one percent (1%) assist 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 Exchange Act, standing alone, be prohibited by this Section 6(b), so long as the Participant does not have, or exercise, any rights to manage or operate the business of such fund or issuer other than rights as become associated with a limited partner or stockholder thereofCompetitive Activity. For purposes of this Section 6(b2: (i) “Restricted Period” means the Term and the 18 months beyond Executive’s date of termination of employment for any reason; provided that if Executive’s employment terminates due to expiration of the Term, then, solely with respect to this Section 2(b), “Restricted EnterprisePeriod” shall mean any enterprise the Term and the 12 months beyond Executive’s date of termination of employment; (includingii) a “Competitive Activity” means, but not limited toat the time of Executive’s termination, any enterprise related to business or other endeavor in the business Restricted Territory 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 competitive with the business a kind being conducted by the Company or any of its subsidiaries or, if engaged in the provision of any travel related services, any of its affiliates in the Restricted Territory (or demonstrably anticipated by the Company or its subsidiaries or affiliates as of the Effective Date or at any time thereafter); and its direct (iii) Executive shall be considered to have become “associated with a Competitive Activity” if Executive becomes directly or indirect subsidiariesindirectly involved as an owner, partnerships principal, employee, officer, director, independent contractor, representative, stockholder, financial backer, agent, partner, advisor, lender, or in any other individual or representative capacity with any individual, partnership, corporation or other organization that is engaged in a Competitive Activity. Notwithstanding the foregoing, (i) Executive may make and joint ventures retain investments during the ParticipantRestricted Period, for investment purposes only, in less than five percent of the outstanding capital stock of any publicly-traded corporation engaged in a Competitive Activity if stock of such corporation is either listed on a national stock exchange or on the NASDAQ National Market System if Executive is not otherwise affiliated with such corporation; (ii) Executive may serve as an employee or partner (or otherwise hold an ownership interest) in an investment firm that has an ownership interest in a partnership, corporation or other organization that is engaged in a Competitive Activity provided such ownership interest does not constitute greater than 20% of such investment firm’s Servicetotal assets under management and Executive is not directly involved with the provision of direction or management of such entity; and (iii) Executive may serve as an employee of or partner (or otherwise hold an ownership interest) in a consultancy or investment bank engaged in providing advisory services to entities engaged in Competitive Activities provided that Executive is not directly involved in the provision of the advisory services to such entities. For purposes of this Section 2(b), within the United States and anywhere outside “Restricted Territory” shall be defined as any state or political subdivision in the United States world where the Company and its direct is engaged in business, or indirect subsidiarieshas verifiable plans to engage in business. Executive also acknowledges that, partnerships and joint ventures operated during to the Participantextent the Company would be required to pay Executive additional compensation in accordance with applicable law following Executive’s Serviceseparation from employment in order to enforce this Section 2(b), Executive agrees to accept such additional compensation if offered to Executive by the Company.

Non-Competition. By and in consideration During the Restricted Period (as defined below), Executive shall not, without the prior written consent of the Company’s entering into this Agreement, and in further consideration of the Participant’s exposure to the Confidential Information of the Group, the Participant agrees that the Participant shall not, during the period of the Participant’s Service and for [twelve (12)] [twenty-four (24)] months 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 indirectlyindirectly engage in or assist any activity which is the same as, own, manage, operate, join, control, be employed by, substantially similar to or participate in competitive with the ownership, management, operation Company's Businesses (as defined below) (hereinafter a "Competitive Business") (other than on behalf of the Company or control of, its subsidiaries or be connected in any manner with, affiliates) including, without limitation, holding any position as a stockholderwhether such engagement or assistance is an officer, director, officer, consultant, independent contractorproprietor, employee, partner, investor (other than as a holder of less than 5% of the outstanding capital stock of a publicly traded corporation), guarantor, consultant, advisor, agent, sales representative or investor inother participant, anywhere in the world that the Company or any Restricted Enterprise (of its subsidiaries or affiliates has been engaged. The Company's Businesses are defined as defined below)the business units of the Company as identified by the Company as part of Travel, the operations of which Executive is responsible for overseeing, including initially including Expedia, Xxxxxx.xxx, Interval International, TV Travel Shop and the forthcoming U.S. cable travel network; provided, however, that (i) the Company hereby agrees that Executive may continue to hold investments in no event American Express and/or its affiliates during and after the Term and become employed by, or provide other services to, American Express and/or its affiliates after the Term and (ii) nothing in this Agreement shall ownership of one percent preclude Executive from (1%x) providing services to any person or less entity engaged in a Competitive Business if Executive is not involved in the direct management or operations which include such Competitive Business and the gross revenues generated by such Competitive Business do not constitute more than 15% 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 Exchange Act, standing alone, be prohibited by this Section 6(b), so long as the Participant does not have, or exercise, any rights to manage or operate the business consolidated gross revenues of such fund person or issuer other than rights entity and its affiliates and/or (y) continuing to serve as a limited partner or stockholder thereof. For purposes of this Section 6(b), “Restricted Enterprise” shall mean any 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, Board of Directors of any entity for which Executive serves as a Board member as of the date hereofof such termination of employment. The "Restricted Period" shall mean (x) that is competitive with in the business conducted event of Executive's termination of employment by the Company and its direct for Cause or indirect subsidiariesby Executive's resignation without Good Reason, partnerships and joint ventures during the Participant’s Service, within the United States and anywhere outside the United States where term of Executive's employment with the Company hereunder and its direct for 12 months thereafter, (y) in the event of Executive's termination of employment by the Company without Cause or indirect subsidiariesby Executive's resignation for Good Reason, partnerships and joint ventures operated during the Participant’s Serviceterm of Executive's employment with the Company hereunder and for a period equal to the lesser of (A) 12 months thereafter and (B) the Severance Period and (z) in the event of Executive's termination of employment due to the parties election not to extend the Term or due to Executive's death or Disability, during the term of Executive's employment with the Company hereunder.

Non-Competition. By The Executive covenants and agrees that for the Restricted Period (as defined below), the Executive will not, in consideration of the United States or any other jurisdiction in which the Company’s entering into this Agreement, and in further consideration of the Participant’s exposure to the Confidential Information of the Group, the Participant agrees that the Participant shall notParent or their respective corporate controlled affiliates is engaged or has reasonably firm plans to engage in business, during the period of the Participant’s Service and for [twelve (12)] [twenty-four (24)] months 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 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 Parent, 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 Parent, or any of their corporate controlled affiliates, or is otherwise competitive with the Company’s, the Parent’s, or any of their corporate controlled affiliates’ products or services provided, however, that the foregoing will not prohibit the Executive from (i) serving on a board of directors (or comparable bodies) of other entities where the Parent has given prior permission, (ii) after the occurrence of both a Change of Control (as defined below); in Section 11) and the termination of the Executive’s employment, being employed by (A) a campus-based institution of higher education that derives no more than twenty percent (20%) of its revenues from online education, provided, that the Executive is not predominantly engaged in no event shall supporting the online education, or (B) an online learning company that does not provide higher education, or (iii) serving as a faculty member, “scholar in residence” or similar academic position, provided, that the Executive does not engage in administrative matters, other than to a de minimis extent. Notwithstanding the foregoing, the ownership by the Executive of less than 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 stock of any issuer whose corporation listed on a national securities are registered under the Exchange Act, standing alone, exchange shall not be prohibited by deemed a violation of this Section 6(b8(a), so long as the 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 Section 6(bthe foregoing, the “Restricted Period” means the period during the Executive’s employment hereunder and (x) for a period of one (1) year thereafter (to the extent permitted by law), “Restricted Enterprise” shall mean any enterprise or (includingy) in the event of a termination by the Executive of her employment after July 1, but 2017 for other than Good Reason, and provided that within thirty (30) days of notice by the Executive of such termination the Company does not limited to, any enterprise related to notify the business of acquiring, developing, investing, structuring or managing retail net lease real estate properties and any other lines of business any member Executive that the Company had grounds for termination of the Group is participating inExecutive’s employment for Cause, for a period until the later of six (6) months after such termination or has taken substantive steps towards participating inJuly 1, as of the date hereof) that is competitive with the business conducted by the Company and its direct or indirect subsidiaries, partnerships and joint ventures during the Participant’s Service, within the United States and anywhere outside the United States where the Company and its direct or indirect subsidiaries, partnerships and joint ventures operated during the Participant’s Service2018.

Non-Competition. By During the Term of Employment and, upon the Company's election, for up to twelve (12) months following the Term of Employment, the Executive agrees not to compete in any manner, either directly or indirectly, whether for compensation, ownership interest or otherwise, with the Company and in consideration MMI Management Services LP, or to assist any other person or entity to compete with the Company and/or MMI Management Services LP either: by producing, developing or marketing, or assisting others to produce, develop or market, or by accepting employment from or having any other relationship (including, without limitation, through owning, managing, operating, controlling or consulting) with any entity which produces, develops or markets, a product, process, or service which is competitive with those products, processes, or services of the Company’s entering into this AgreementCompany and/or MMI Management Services LP, and whether existing or planned for in further consideration the future, on which the Executive has worked, or concerning which the Executive has in any manner acquired knowledge of the Participant’s exposure or had access to the Confidential Information of the Group, the Participant agrees that the Participant shall not(as defined in Section 5(e)(iii) below), during the period of the Participant’s Service Executive's employment, provided, however, that it shall not be a violation of this Agreement for the Executive to have beneficial ownership of less than 5% of the outstanding amount of any class of securities listed on a national securities exchange or quoted on an inter-dealer quotation system. If the Company and for [twelve (12)] [twenty-four (24)] months MMI Management Services LP elect to maintain the provisions of this Section 5(a) in full force and effect following the termination thereofof Executive's employment, regardless MMI Management Services LP shall (a) provide Executive with written notice of such election and the reason for applicable time period within ten business days of such termination of employment and regardless of whether the Participant is then entitled (b) pay 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 Executive continued base salary under the Exchange Act, standing alone, be prohibited by provisions of Section 3(a) in effect at the time of Executive's termination for the period during which this Section 6(b)5(a) shall remain in effect, so long as the Participant does not havereduced, pro rata, during such election period, by any amounts paid or exercise, payable pursuant to Sections 4(a) and 4(b) and 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 continued salary under Section 7(c) of this Section 6(b), “Restricted Enterprise” shall mean any 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 competitive with the business conducted by the Company and its direct or indirect subsidiaries, partnerships and joint ventures during the Participant’s Service, within the United States and anywhere outside the United States where the Company and its direct or indirect subsidiaries, partnerships and joint ventures operated during the Participant’s ServiceAgreement.

Non-Competition. By and in consideration of the Company’s entering into this Agreement, and in further consideration of the Participant’s exposure to the Confidential Information of the Group, the Participant agrees that the Participant shall not, during the period of the Participant’s Service and for [twelve (12)] [twenty-four (24)] months 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 a) two years thereafter (the “Restriction Period”"OPERATIVE PERIOD"), Executive agrees to refrain, directly or indirectly, ownalone or as an officer, manageagent, operateemployee, joindirector, controlmember, be employed bymanager, stockholder, partner of or investor in any other corporation or other entity (except as to the acquisition of not more than two percent of the outstanding stock of any corporation the securities of which are traded on a regular basis on a recognized securities exchange or on a regular basis in over-the-counter markets) from owning, managing, operating or controlling, or participate participating in the ownership, management, operation or control of, or be connected working for or permitting the use of his name by, any business or activity 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 jurisdiction which is at 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 Exchange Act, standing alone, be prohibited by this Section 6(b), so long as the Participant does not have, or exercise, any rights to manage or operate time competitive with the business of such fund the Company or issuer other than rights any of its subsidiaries as a limited partner or stockholder thereof. For purposes of this Section 6(b), “Restricted Enterprise” shall mean any 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, carried on as of the date hereof) that is competitive hereof and as subsequently developed and derived during Executive's employment with the Employer. In addition to, and not in limitation of, the foregoing, throughout the Operative Period, Executive, alone, or as a member, manager, officer, employee or agent of any partnership or limited liability company, or as an officer, agent, employee or director of any corporation, shall not, for himself or for others, solicit or accept business conducted of the nature of that in which the Company or any of its subsidiaries is or shall be engaged of any person or entity who shall have been a supplier, customer or client of the Company or any of its subsidiaries at any time within the two years preceding the effective date of termination of Executive's employment with the Employer. While the restrictions set forth above are considered by the Company parties to be reasonable in all the circumstances, it is recognized that restrictions of the nature in question may fail for technical reasons unforeseen, and its direct or indirect subsidiaries, partnerships accordingly it is hereby agreed and joint ventures during declared that if any of such restrictions shall be adjudged to be void as going beyond what is reasonable in all the Participant’s Service, within circumstances for the United States and anywhere outside protection of the United States where interests of the Company or any of its subsidiaries or affiliates but would be valid if part of the wording thereof were deleted or the periods (if any) thereof reduced or the range of activities or areas dealt with thereby reduced in scope, the said restriction shall apply with such modifications as may be necessary to make it valid and its direct or indirect subsidiaries, partnerships and joint ventures operated during the Participant’s Serviceeffective.

Non-Competition. By At all times while the Executive is employed by the Company and in consideration for a period of: (i) one (1) year after any termination of the CompanyExecutive’s entering into this Agreement, and in further consideration employment for Cause or the Executive’s termination of his employment without Good Reason; (ii) the lesser of one (1) year or the remainder of the Participant’s exposure to the Confidential Information Term after any termination of the GroupExecutive’s employment by the Company without Cause or the Executive’s termination for Good Reason; and (iii) one (1) year following the non-renewal of this Agreement or any termination pursuant to Section 5, the Participant agrees that the Participant Executive shall not, during the period of the Participant’s Service and for [twelve (12)] [twenty-four (24)] months 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, 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 Executive, 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 of the outstanding securities of the limited partnership interest in any private equity fundCompany or the acquisition by the Executive, hedge fund or venture capital fund or any class solely as an investment, of securities of any issuer whose securities are that is registered under Section 12(b) or 12(g) of the Securities Exchange ActAct of 1934, standing aloneas amended and that are listed or admitted for trading on any United States national securities exchange or that are quoted on the National Association of Securities Dealers Automated Quotations System, be prohibited by this Section 6(b)or any similar system or automated dissemination of quotations of securities prices in common use, so long as the Participant 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 fund or issuer other than rights as a limited partner or stockholder thereofissuer. For purposes of this Section 6(b)6.1, the term “Restricted EnterpriseBusiness” shall mean any 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 Business and any other lines business in which the Company is engaged prior to the delivery of business any member a notice of the Group is participating in, or has taken substantive steps towards participating in, as of the date hereof) that is competitive with the business conducted termination by the Company or the Executive hereunder and its direct or indirect subsidiaries, partnerships and joint ventures during the Participant’s Service, within the United States and anywhere outside the United States where which business the Company and its direct or indirect subsidiaries, partnerships and joint ventures operated during is engaged at the Participantdate of termination of the Executive’s Serviceemployment.

Non-Competition. By and in consideration of the Company’s 's entering into this AgreementAgreement and the payments to be made and benefits to be provided by the Company hereunder, and in further consideration of the Participant’s Executive's exposure to the Confidential Information of the Company Affiliated Group, the Participant Executive agrees that the Participant Executive shall not, during the period of Executive's employment with the Participant’s Service Company (whether during the Employment Term or thereafter) and for [twelve (12)] [twentya two-four (24)] months 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 year period thereafter (the “"Restriction Period”"), directly or indirectly, be, 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 ActAct of 1934, as amended, standing alone, be prohibited by this Section 6(b8(b), so long as the Participant 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 Section 6(b8(b), “"Restricted Enterprise” " shall mean any enterprise Person that is engaged, directly or indirectly, in (including, but not limited to, any enterprise related or intends or proposes 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 engage in, or has taken substantive steps towards participating been organized for the purpose of engaging in) the provision of video or telephone services, as or related content-generation services, in the United Kingdom. During the two-year period following the termination of the date hereof) that is competitive Executive's employment with the business conducted by Company, upon request of the Company, the Executive shall notify the Company and its direct or indirect subsidiaries, partnerships and joint ventures during of the Participant’s Service, within the United States and anywhere outside the United States where the Company and its direct or indirect subsidiaries, partnerships and joint ventures operated during the Participant’s ServiceExecutive's then-current employment status.

Non-Competition. By Employee acknowledges that he has and, while employed, will acquire unique and in consideration valuable experience with respect to the businesses, operations, plans and strategies of the Company’s entering into this Agreement, Company and in further consideration of the Participant’s exposure to the Confidential Information of the Group, the Participant its subsidiaries. Employee hereby covenants and agrees that the Participant shall not, during the term of this Agreement and for a period of the Participant’s Service and for [twelve (12)] [twenty-four (24)] months following the termination thereoftwo years thereafter, regardless of the reason for such termination and regardless of whether the Participant is then entitled to receive any severance benefits (the “Restriction Period”), he will not 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 Exchange Act, standing alone, be prohibited by this Section 6(b), so long as the Participant does not have, or exercise, any rights to manage or operate indirectly compete with the business of such fund the Company or issuer other than rights as a limited partner or stockholder thereofits subsidiaries. For purposes of this Section 6(b)Agreement, the term “Restricted Enterprisecompete with the business of the Company and its subsidiaries” shall mean include Employee’s participation in any enterprise (includingoperations whose primary business competes with any business now conducted by the Company or its subsidiaries, including the sale of menswear or shoes at retail, the sale or rental of occupational uniforms or other corporate wear merchandise or any material line of business proposed to be conducted by the Company or one or more of its subsidiaries known to Employee and with respect to which Employee devoted time as part of his employment hereunder on behalf of the Company or one or more of its subsidiaries, including but not limited to, any enterprise related to the business of acquiringdry cleaning, developingwhether such participation is individually or as an officer, investingdirector, structuring joint venturer, agent or managing retail net lease real estate properties and holder of 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 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 competitive entity so engaged. This non-competition covenant shall be applicable with the business conducted by the Company and its direct or indirect subsidiaries, partnerships and joint ventures during the Participant’s Service, within respect to the United States and anywhere outside Canada and any other country in which Employee would be competing with the United States where business of the Company or its subsidiaries as set forth in this Section 10. Notwithstanding the foregoing, the Company acknowledges and agrees that the following shall not constitute a breach of this Section 10: (a) Employee’s activities described in Schedule 10 hereto and (b) Employee’s participation with any Approved Purchaser of all or substantially all of the assets or equity interests of the Company or any of its direct subsidiaries. For purposes of this Agreement, an “Approved Purchaser” shall be mean any purchaser approved by a majority of the directors serving on the Board of Directors on the date hereof. Employee and the Company agree that a monetary remedy for a breach of this Section 10 or indirect subsidiariesof Section 11 below will be inadequate and will be impracticable and extremely difficult to prove, partnerships and joint ventures operated during further agree that such a breach would cause the Participant’s ServiceCompany irreparable harm, and that the Company shall be entitled to specific performance and/or temporary and permanent injunctive relief without the necessity of proving actual damages. Employee agrees that the Company shall be entitled to such specific performance and/or injunctive relief, including temporary restraining orders, preliminary injunctions and permanent injunctions, without the necessity of posting bond or other undertaking in connection therewith. Any such requirement of bond or undertaking is hereby waived by Employee and Employee acknowledges that in the absence of such a waiver, a bond or undertaking may be required by the court. In the event of litigation to enforce this covenant, the courts are hereby specifically authorized to reform this covenant as and to the extent, but only to such extent, necessary in order to give full force and effect hereto to the maximum degree permitted by law. Employee also agrees that if Employee is in breach of this Section 10, the Company may cease all payments required under this Agreement.

Non-Competition. By and in consideration Unless previously terminated pursuant to Section 4(c), or 4(f) of the Company’s entering into this Agreement, and in further consideration of the Participant’s exposure to the Confidential Information of the Group, the Participant agrees that the Participant shall not, during the Term and for a period of the Participant’s Service and for [twelve (12)] [twenty-four (24)] months 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 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 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%whole) 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 Exchange Act, standing alone, be prohibited by this Section 6(b), so long as the 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 Section 6(b), “Restricted Enterprise” shall mean any 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, materially engaged as of the date hereofof Executive’s termination or resignation or (2) that is competitive with for which the business conducted by Company or any of its Affiliates has, within one year prior to Executive’s termination or resignation, taken substantial, demonstrable steps to become materially engaged, in which the Company and its direct or indirect subsidiaries, partnerships and joint ventures during the Participant’s ServiceAffiliates (taken as a whole), within one year after Executive’s termination or resignation, would reasonably be expected to be materially engaged; provided, however, that 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 period during which Executive is found by a court or arbitrator to be in breach of the terms of this Section 6(d). Executive acknowledges (i) that the business of the Company and its Affiliates is, and is expected to remain, international in scope and without geographical limitation; (ii) notwithstanding the state of incorporation or principal office of the Company or any of its Affiliates, or any of their respective executives or employees (including Executive), it is expected that the Company and its Affiliates will have business activities and have valuable business relationships within its industry throughout the world; and (iii) as part of his responsibilities, Executive will travel around the world in furtherance of the Company’s and its Affiliates’ businesses and their relationships. Accordingly, the restrictions set forth in this Section 6 shall be effective in all cities, counties and states of the United States and anywhere outside the United States where all countries in which the Company and or any of its direct Affiliates has an office or indirect subsidiaries, partnerships and joint ventures operated during has made commercial sales within 12 months prior to the Participantdate of Executive’s Servicetermination or resignation.

Non-Competition. By and in consideration of the Company’s Company entering into this Agreement, and in further consideration of the Participant’s Executive's exposure to the Confidential Information and eligibility to receive and/or receipt of the Groupcash incentive opportunity described in Section 2.2, the Participant Executive agrees that the Participant Executive shall not, during the Employment Period and for a period of 12 months after the Participant’s Service and Executive's termination of employment for [twelve (12)] [twenty-four (24)] months following the termination thereof, regardless of the any 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 that, in no event shall (X) ownership by the Executive of one two 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 equity of any issuer whose securities are registered under the Securities Exchange ActAct of 1934, as amended, standing alone, be prohibited by this Section 6(b)4.2, so long as the Participant 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 shareholder thereof, (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 stockholder involving the part of the entity's business that is actively engaged in a Restricted Enterprise, or (Z) being employed by or providing services to a private equity firm or fund or other investor group who may own or seek to acquire one or more pottfolio companies that would constitute a Restricted Enterprise, standing alone, be prohibited by this Section 4.2, provided, that, for purposes of this subclause (Z), the Executive is not directly involved, in any capacity, with any portfolio company (or the acquisition thereof) that would constitute a Restricted Enterprise. For purposes of this Section 6(b)paragraph, “"Restricted Enterprise” " shall mean any enterprise Person that is engaged, directly or indirectly, in (including, but not limited to, any enterprise related or intends or proposes 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 engage in, or has taken substantive steps towards participating been organized for the purpose of engaging in) a business which is in competition with a business of the Company, Parent or any of their subsidiaries, which (i) is in the business of providing software products or consulting services to government programs, health plans (including specialty health organizations such as dental, behavioral and vision clients), or provider organizations ("Restricted Business Customers"), including where software products or consulting services are concerned providing Restricted Business Customers assistance operationally and/or strategically in the areas of compliance, sales, operations, marketing, clinical, pharmacy, quality, risk adjustment, provider networking, business intelligence I analytics, provider communications, clinical data exchange, data integrity and payment I premium integrity, (ii) is in the business of providing technology and services for health plans supporting plan administration and supplemental benefits, or (iii) is any other business commenced by the Company after the date hereof and on or prior to the Termination Date, that the Company is providing in any country or territory in which the Company, Parent or any of their subsidiaries markets any of its services or products, or, as of the date hereof) that is competitive with Termination Date, has substantially commenced plans to begin marketing any of its services or products in such country or territory. During the business conducted by Restriction Period, upon request of the Company, the Executive shall notify the Company and its direct or indirect subsidiaries, partnerships and joint ventures during of the Participant’s Service, within the United States and anywhere outside the United States where the Company and its direct or indirect subsidiaries, partnerships and joint ventures operated during the Participant’s ServiceExecutive's then-current employment status. 4.3.

Non-Competition. By and in In consideration of the Company’s entering into this Agreement, and in further consideration grant of the Participant’s exposure Award to the Confidential Information Grantee, Grantee agrees that during the 12-month period following the last date of Grantee’s employment with the GroupCompany, the Participant agrees that the Participant shall Grantee will not, during the period of the Participant’s Service and for [twelve (12)] [twenty-four (24)] months 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 indirectlyindirectly (except on behalf of or with the prior written consent of the Company, ownwhich consent may be withheld in the Company’s sole discretion): (i) provide services of a leadership, managemanagement, operateexecutive, join, control, be employed byoperational, or advisory capacity and/or participate in the ownershipownership of or provide financial backing to an automotive dealership that is located within the Area (as defined in Section 3.15(i) of this Award Agreement); (ii) provide senior/corporate level leadership, executive, operational, or advisory services to any corporate competitor of the Company or its Affiliates who owns or operates one or more automotive dealerships within the Area; or (iii) provide services of a leadership, 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 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 Exchange Act, standing alone, be prohibited by this Section 6(b), so long as the 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 thereofArea. For purposes of this Section 6(b3.15(a), “Restricted Enterprise” shall mean any enterprise (including, but not limited to, any enterprise related 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 business of acquiringcontrary contained herein, developing, investing, structuring or managing retail net lease real estate properties and any other lines of business any member the Company hereby agrees that the covenants set forth in this Section 3.15(a) shall not be deemed breached as a result of the Group is participating inpassive ownership by the Grantee of: (A) less than an aggregate of 5% of any class of stock of a business that competes with the Company; or (B) 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 3.15(a) prohibits the Grantee from accepting employment from, or has taken substantive steps towards participating inperforming services for, businesses engaged in the finance industry, or businesses engaged in the manufacturing and/or sale of automobile parts or the provision of automotive service; provided that such businesses do not also engage in the retail sale of automobiles within the Area. By way of example, as of the date hereofDate of Grant, nothing in this Section 3.15(a) would prohibit the Grantee from working with such businesses as American General Finance, NAPA Auto Parts, or Goodyear. Notwithstanding the foregoing, in the event Grantee Retires and receives payment of RSUs and/or PSUs as described in Section 1.1(a) or Section 2.4, respectively, Grantee agrees that is competitive with the business conducted by the Company and its direct or indirect subsidiaries, partnerships and joint ventures during the Participant’s Service, within the United States and anywhere outside the United States where the Company and its direct or indirect subsidiaries, partnerships and joint ventures operated during the Participant’s Service12-month period described in Section 3.15(a) shall be increased to 24 months.

Non-Competition. By During the term of this Agreement and for a one-year period after termination of this Agreement by Employer for cause or by Executive without any cause whatsoever, as set forth in consideration Sections 6.1(c) and (d), the Executive agrees that he shall not (a) work for or be interested in any business which serves as a holding company primarily for the purpose of acquiring entities whose products and services are delivered to consumers over the Internet ("Internet Entities"), (b) engage or be interested in or receive any compensation from any business in which the services to be rendered by the Executive to such business directly relates to services or products which are directly competitive with "primary" services or products offered by the Employer or a subsidiary or affiliate of Employer at the Executive's termination date; or (c) induce or attempt to induce any employee, agent or customer of Employer or any of its subsidiaries or affiliates to terminate or reduce the scope of his, her or its relationship with Employer. A product or service shall be deemed "primary" only if such service or product constitutes a primary component of the Company’s entering into core business of Employer or its majority-owned subsidiaries and affiliates on Executive's termination date. For the purposes of this Agreement, and in further consideration of the Participant’s exposure to the Confidential Information of the Group, the Participant agrees term Awork for or be interested in@ a business means that the Participant shall not, during the period of the Participant’s Service and for [twelve (12)] [twenty-four (24)] months following the termination thereof, regardless of the reason for such termination and regardless of whether the Participant 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, individual proprietor, lender or investor inconsultant with that business, any Restricted Enterprise but not if (as defined below); provided, that in no event shall i) his interest is limited solely to the passive ownership of one five percent (15%) 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 the equity or debt securities of a corporation whose shares are listed for trading on a national securities are registered under exchange or traded in the Exchange Actover-the-counter market, standing aloneor (ii) he is interested in a company listed on Schedule 8 hereto, be prohibited by this Section 6(b)or after termination hereof, works for such company; provided however, that so long as the Participant does this non-competition agreement is in effect, Executive shall not have, or exercise, any rights to manage or operate the business of work for a company listed on Schedule 8 if such fund or issuer other than rights company serves as a limited partner or stockholder thereofholding company primarily for the purpose of acquiring Internet Entities. For purposes In the event that any part of this Section 6(b)8 is adjudged invalid or unenforceable by any court of record, “Restricted Enterprise” board of arbitration or judicial or quasi judicial entity having jurisdiction thereof by reason of length of time, geographical coverage, activities covered, or for any other reason, then the invalid or unenforceable provisions of this covenant shall mean any enterprise (including, but not limited to, any enterprise related be deemed reformed and amended to the business of acquiring, developing, investing, structuring or managing retail net lease real estate properties maximum extent permissible under applicable law and any other lines of business any member shall be enforced and enforceable as so amended in accordance with the intention of the Group is participating in, or has taken substantive steps towards participating in, parties as of the date hereof) that is competitive with the business conducted by the Company and its direct or indirect subsidiaries, partnerships and joint ventures during the Participant’s Service, within the United States and anywhere outside the United States where the Company and its direct or indirect subsidiaries, partnerships and joint ventures operated during the Participant’s Serviceexpressed herein.

Non-Competition. By and in In consideration of the Company’s entering into this Agreement, and in further consideration 's grant of the Participant’s exposure Award to the Confidential Information of the GroupGrantee, the Participant Grantee agrees that the Participant shall notthat, during the period Restricted Period (as defined in Section 20(i) of this Award Agreement), the Participant’s Service and for [twelve (12)] [twenty-four (24)] months 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”)Grantee will not, directly or indirectlyindirectly (except on behalf of or with the prior written consent of the Company, ownwhich consent may be withheld in the Company's sole discretion): (i) provide services of a leadership, managemanagement, operateexecutive, join, control, be employed byoperational, or advisory capacity and/or participate in the ownershipownership of or provide financial backing to an automotive dealership that is located within the Area (as defined in Section 20(i) of this Award Agreement); (ii) provide senior/corporate level leadership, executive, operational, or advisory services to any corporate competitor of the Company or its Affiliates who owns or operates one or more automotive dealerships within the Area; or (iii) provide services of a leadership, 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 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 Exchange Act, standing alone, be prohibited by this Section 6(b), so long as the 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 thereofArea. For purposes of this Section 6(b20(a), “Restricted Enterprise” shall mean any enterprise (including, but not limited to, any enterprise related 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 business of acquiringcontrary contained herein, developing, investing, structuring or managing retail net lease real estate properties and any other lines of business any member the Company hereby agrees that the covenants set forth in this Section 20(a) shall not be deemed breached as a result of the Group is participating inpassive ownership by the Grantee of: (A) less than an aggregate of 5% of any class of stock of a business that competes with the Company; or (B) 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 20(a) prohibits the Grantee from accepting employment from, or has taken substantive steps towards participating inperforming services for, businesses engaged in the finance industry, or businesses engaged in the manufacturing and/or sale of automobile parts or the provision of automotive service; provided that such businesses do not also engage in the retail sale of automobiles within the Area. By way of example, as of the date hereofGrant Date, nothing in this Section 20(a) that is competitive would prohibit the Grantee from working with the business conducted by the Company and its direct such businesses as American General Finance, NAPA Auto Parts, or indirect subsidiaries, partnerships and joint ventures during the Participant’s Service, within the United States and anywhere outside the United States where the Company and its direct or indirect subsidiaries, partnerships and joint ventures operated during the Participant’s ServiceGoodyear.