Common use of Non-Competition Clause in Contracts

Non-Competition. (a) In consideration of the Company’s grant of this Option, the Optionee agrees that for as long as the Optionee is employed by the Company and until the first anniversary of the date of termination of the Optionee’s employment with the Company or any Affiliate, as the case may be, such Optionee will not directly or indirectly, (i) engage in any business that operates a telematics business that is seeking to provide automotive manufacturers with an integrated hardware and service package that competes directly with the business of the Company or its Subsidiaries at the time of termination of such Optionee’s employment, (a “Competitive Business”), (ii) enter the employ of, or render any services to, any Person engaged in a Competitive Business, (iii) acquire a financial interest in, or otherwise become actively involved with, any person engaged in a Competitive Business, directly or indirectly, as an individual, partner, shareholder, officer, director, principal, agent, trustee or consultant, (iv) interfere with business relationships (whether formed before or after the date of this Award Agreement) between the Company or any of its Affiliates and customers, suppliers, Partners, members or investors of the Company or its Affiliates or (v) disparage the Company, its Directors, Officers or controlling stockholders. Notwithstanding the foregoing, the Optionee may, directly or indirectly own, solely as an investment, securities of any Person engaged in the business of the Company or its Affiliates which are publicly traded on a national or regional stock exchange or on the over-the-counter market if the Optionee (i) is not a controlling Person of, or a member of a group which controls, such Person and (ii) does not, direct or indirectly, own 5% or more of any class of securities of such Person. (b) It is expressly understood and agreed that although Optionee and Company consider the restrictions contained in this Section 7 and the following Section 8 to be reasonable, if a final judicial determination is made by a court of competent jurisdiction that the time or territory or any other restriction contained in this Award Agreement is an unenforceable restriction against Optionee, the provisions of this Award Agreement shall not be rendered void but shall be deemed amended to apply as to such maximum time and territory and to such maximum extent as such court may judicially determine or indicate to be enforceable. Alternatively, if any court of competent jurisdiction finds that any restriction contained in this Award Agreement is unenforceable, and such restriction cannot be amended so as to make it enforceable, such finding shall not affect the enforceability of any of the other restrictions contained herein.

Non-Competition. (a) In By and in consideration of the Company’s grant of 's entering into this Option, Agreement and providing the Optionee agrees that for as long as the Optionee is employed compensation and benefits to be provided by the Company to the Executive, and until the first anniversary further in consideration of the date of termination Executive's continued exposure to the confidential and proprietary information of the Optionee’s Company (including, without limitation, the Trade Secrets), the Executive agrees that the Executive will not, during the Term, engage in any "Competitive Activity" (as defined below). For purposes of this Agreement, the term "COMPETITIVE ACTIVITY" shall mean engaging in any of the following activities: (A) serving as a director of any "Competitor" (as defined below); (B) directly or indirectly through one or more intermediaries, either (x) controlling any Competitor or (y) owning any equity or debt interests in any Competitor (other than equity or debt interests which are publicly traded and, at the time of any acquisition, do not exceed 5% of the particular class of interests outstanding) (it being understood that, if interests in any Competitor are owned by an investment vehicle or other entity in which the Executive owns an equity interest, a portion of the interests in such Competitor owned by such entity shall be attributed to the Executive, such portion determined by applying the percentage of the equity interest in such entity owned by the Executive to the interests in such Competitor owned by such entity); (C) employment by (including, without limitation, serving as an officer or partner of), providing consulting services to (including, without limitation, as an independent contractor), or managing or operating the business or affairs of, any Competitor; or (D) participating in the ownership, management, operation or control of or being connected in any manner with any Competitor. For purposes of this Agreement, the term "COMPETITOR" shall mean any person (other than the Company or any Affiliateaffiliate thereof) that competes, as the case may be, such Optionee will not either directly or indirectly, (i) engage in any business that operates a telematics business that is seeking to provide automotive manufacturers with an integrated hardware and service package that competes directly with the business of the Company or its Subsidiaries at the time of termination determination, in any "Restricted Area" (as defined below) with any of such Optionee’s employment, (a “Competitive Business”), (ii) enter the employ of, or render any services to, any Person engaged in a Competitive Business, (iii) acquire a financial interest in, or otherwise become actively involved with, any person engaged in a Competitive Business, directly or indirectly, as an individual, partner, shareholder, officer, director, principal, agent, trustee or consultant, (iv) interfere with business relationships (whether formed before or after the date of this Award Agreement) between conducted by the Company or any affiliate thereof. For purposes of its Affiliates and customersthis Agreement, suppliers, Partners, members the term "RESTRICTED AREA" shall mean any state or investors territory of the United States in which the Company or its Affiliates any affiliate thereof conducts business or (v) disparage the Company, its Directors, Officers any state or controlling stockholders. Notwithstanding the foregoing, the Optionee may, directly or indirectly own, solely as an investment, securities similar subdivision of any Person engaged in the business of the Company or its Affiliates which are publicly traded on a national or regional stock exchange or on the over-the-counter market if the Optionee (i) is not a controlling Person of, or a member of a group which controls, such Person and (ii) does not, direct or indirectly, own 5% or more of any class of securities of such Personforeign country. (b) It is expressly understood and agreed that although Optionee and Company consider the restrictions contained in this Section 7 and the following Section 8 to be reasonable, if a final judicial determination is made by a court of competent jurisdiction that the time or territory or any other restriction contained in this Award Agreement is an unenforceable restriction against Optionee, the provisions of this Award Agreement shall not be rendered void but shall be deemed amended to apply as to such maximum time and territory and to such maximum extent as such court may judicially determine or indicate to be enforceable. Alternatively, if any court of competent jurisdiction finds that any restriction contained in this Award Agreement is unenforceable, and such restriction cannot be amended so as to make it enforceable, such finding shall not affect the enforceability of any of the other restrictions contained herein.

Non-Competition. The Executive agrees that the Executive will not, during the “Restrictive Period”, as defined below, engage in, or otherwise directly or indirectly be employed by, or act as a consultant or lender to, or be a director, officer, employee, owner, co-venturer, member or partner of, or use or expressly permit the Executive’s name to be used by (acollectively an “Engagement With”), any business, entity or organization which has a primary line of business (i.e. representing more than 4.9% of its revenue) In consideration involving the sale at retail, whether from store locations, and/or by or from direct mail, catalogues and/or websites, of party goods and/or supplies anywhere in the United States (a “Competing Entity”); provided, however, that in each case the provisions of this Section 8(a) will not be deemed breached merely because the Executive owns not more than five percent (5.0%) of the Company’s grant outstanding common stock of this Optiona Competing Entity, the Optionee agrees that for as long as the Optionee is employed by the Company and until the first anniversary of the date of termination of the Optionee’s employment with the Company or any Affiliateif, as the case may be, such Optionee will not directly or indirectly, (i) engage in any business that operates a telematics business that is seeking to provide automotive manufacturers with an integrated hardware and service package that competes directly with the business of the Company or its Subsidiaries at the time of termination of its acquisition by the Executive, such Optionee’s employment, (a “Competitive Business”), (ii) enter the employ of, or render any services to, any Person engaged in a Competitive Business, (iii) acquire a financial interest in, or otherwise become actively involved with, any person engaged in a Competitive Business, directly or indirectly, as an individual, partner, shareholder, officer, director, principal, agent, trustee or consultant, (iv) interfere with business relationships (whether formed before or after the date of this Award Agreement) between the Company or any of its Affiliates and customers, suppliers, Partners, members or investors of the Company or its Affiliates or (v) disparage the Company, its Directors, Officers or controlling stockholders. Notwithstanding the foregoing, the Optionee may, directly or indirectly own, solely as an investment, securities of any Person engaged in the business of the Company or its Affiliates which are publicly traded stock is listed on a national securities exchange, is reported on NASDAQ, or regional stock exchange or on is regularly traded in the over-the-counter market if the Optionee (i) is not a controlling Person of, or by a member of a group national securities exchange; and provided, further, however, that, subject to the provisions of Section 8(b), nothing herein shall prevent the Executive from working for a business segment or department of a Competing Entity, or a subsidiary, division or other entity that controls or is controlled by a Competing Entity if (and only if), the business segment or department of the Competing Entity for which controlsthe Executive provides services, such Person or the subsidiary, division or other entity by which the Executive has an Engagement With (as the case may be), (1) does not itself compete with the Company, and (2) the Executive does not provide any services, advice, assistance and/or guidance to any business segment or department, subsidiary, division, or other entity of the Competing Entity which competes with the Company. As used in this Section the “Restrictive Period” shall be (i) the period the Executive is employed by the Company and (ii) does not, direct or indirectly, own 5% or more the period of any class of securities of such Person. one (b1) It is expressly understood and agreed that although Optionee and Company consider year after the restrictions contained in this Section 7 and the following Section 8 Executive ceases to be reasonableemployed by the Company for any reason, if a final judicial determination is made by a court or, in the case of competent jurisdiction the Executive’s Engagement With any Competing Entity that operates retail stores which are located in any states where the time or territory or any other restriction contained in this Award Agreement is an unenforceable restriction against OptioneeCompany has retail stores on the date of the Executive’s cessation of employment, the provisions period of this Award Agreement shall not be rendered void but shall be deemed amended to apply as to such maximum time and territory and to such maximum extent as such court may judicially determine or indicate eighteen (18) months period after the Executive ceases to be enforceable. Alternatively, if employed by the Company for any court of competent jurisdiction finds that any restriction contained in this Award Agreement is unenforceable, and such restriction cannot be amended so as to make it enforceable, such finding shall not affect the enforceability of any of the other restrictions contained hereinreason.

Non-Competition. (a) In consideration While employed hereunder and for the (i) a period of one (1) year thereafter or (ii) the period of two (2) years after the Termination Date, if this Agreement is terminated and the Employee is entitled to receive compensation and benefits under either Section 4.5 or Section 4.7 (the "Restricted Period"), Employee shall not, unless he receives the prior written consent of the Company’s grant Board of this OptionDirectors, the Optionee agrees that for own an interest in, manage, operate, join, control, lend money or render financial or other assistance to or participate in or be connected with, as long as the Optionee is employed by the Company and until the first anniversary of the date of termination of the Optionee’s employment an officer, employee, partner, stockholder, consultant or otherwise, (A) any Person (x) which competes with the Company in investing or any Affiliateconsulting with small and medium sized businesses in the United States with regard to change of control transactions in which the transaction utilizes employee stock ownership plans, as the case may be, such Optionee will not directly or indirectly, (iy) engage in any business that operates a telematics business that is seeking which provides or proposes to provide automotive manufacturers with an integrated hardware and service package that competes directly with the business services to any Person which is a client of the Company as of the Termination Date or its Subsidiaries at to which the time of termination of such Optionee’s employment, Company has outstanding loans or in which the Company then has investments (a “Competitive Business”including warrants or options), or (iiB) enter the employ of, or render any services to, any Person engaged in a Competitive Business, (iii) acquire a financial interest in, or otherwise become actively involved with, any person engaged in a Competitive Business, directly or indirectly, as an individual, partner, shareholder, officer, director, principal, agent, trustee or consultant, (iv) interfere with business relationships (whether formed before or after the date of this Award Agreement) between the Company or any of its Affiliates and customers, suppliers, Partners, members or investors potential client of the Company with which the Company has discussed a client, loan or its Affiliates investment relationship within 12 months prior to, as applicable, the end of Employee's employment or (v) disparage the Company, its Directors, Officers or controlling stockholdersTermination Date. Notwithstanding the foregoing, the Optionee may, directly or indirectly own, solely as an investment, securities of any Person engaged (i) in the business event Employee is entitled to receive compensation and benefits under Section 4.5, Employee may terminate this Section 5.2(a) by renouncing and releasing the obligation of the Company to pay any future compensation or its Affiliates which are publicly traded on a national or regional stock exchange or on the over-the-counter market if the Optionee (i) is benefits under Section 4.5, but such termination shall not a controlling Person ofapply to any other provision of this Agreement including, or a member of a group which controlswithout limitation, such Person Section 5.1 and (ii) does notin the event that the Employee terminates his employment pursuant to Section 4.1 without Good Reason, direct or indirectly, own 5% or more of any class of securities of such Personthis Section 5.1 shall apply for only one (1) year after the Termination Date. (b) It is expressly understood Employee has carefully read and agreed considered the provisions of this Section 5.2 and, having done so, agrees that although Optionee the restrictions set forth in this Section 5.2 (including the Restricted Period, scope of activity to be restrained and Company consider the geographical scope) are fair and reasonable and are reasonably required for the protection of the interests of the Company, its officers, directors, employees, creditors and shareholders. Employee understands that the restrictions contained in this Section 7 5.2 may limit his ability to engage in a business similar to the Company's business, but acknowledges that he will receive sufficiently high remuneration and other benefits from the following Company hereunder to justify such restrictions. (c) During the Restricted Period, Employee shall not, whether for his own account or for the account of any other Person (excluding the Company), intentionally (i) solicit, endeavor to entice or induce any employee of the Company to terminate his employment with the Company or accept employment with anyone else or (ii) interfere in a similar manner with the business of the Company. (d) In the event that any provision of this Section 8 5.2 relating to the Restricted Period or the areas of restriction shall be reasonable, if a final judicial determination is made declared by a court of competent jurisdiction that to exceed the maximum time period or territory or any other restriction contained in this Award Agreement is an unenforceable restriction against Optioneeareas such court deems reasonable and enforceable, the provisions Restricted Period or areas of this Award Agreement restriction deemed reasonable and enforceable by the court shall not become and thereafter be rendered void but shall be deemed amended to apply as to such the maximum time and territory and to such maximum extent as such court may judicially determine or indicate to be enforceable. Alternatively, if any court of competent jurisdiction finds that any restriction contained in this Award Agreement is unenforceable, and such restriction cannot be amended so as to make it enforceable, such finding shall not affect the enforceability of any of the other restrictions contained hereinperiod and/or areas.

Non-Competition. (a) In consideration of the Company’s grant of this OptionAgreement, and for other good and valuable consideration provided hereunder, the Optionee receipt and sufficiency of which are hereby acknowledged by Executive, Executive hereby agrees that for as long as the Optionee is employed by the Company and until the first anniversary of the date of termination of the Optioneecovenants that, during Executive’s employment with the Company or any Affiliateand for a period of (12) twelve months thereafter, as Executive shall not, without the case may be, such Optionee will not directly or indirectly, (i) engage in any business that operates a telematics business that is seeking to provide automotive manufacturers with an integrated hardware and service package that competes directly with the business prior written consent of the Company or its Subsidiaries at the time of termination of such Optionee’s employment, (a “Competitive Business”), (ii) enter the employ of, or render any services to, any Person engaged in a Competitive Business, (iii) acquire a financial interest in, or otherwise become actively involved with, any person engaged in a Competitive BusinessCompany, directly or indirectly, engage in or become associated with a Competitive Activity. For purposes of this Section 2(b), (i) a “Competitive Activity” means any business or other endeavor involving products or services that are the same or similar to products or services (the “Company Products or Services”) that any business of the Company is engaged in providing as of the date hereof or at any time during the Term, provided such business or endeavor is in the United States, or in any foreign jurisdiction in which the Company provides, or has provided during the Term, the relevant Company Products or Services, and (ii) Executive shall be considered to have become “associated with a Competitive Activity” if Executive becomes directly or indirectly involved as an individualowner, partnerprincipal, shareholderemployee, officer, director, principalindependent contractor, representative, stockholder, financial backer, agent, trustee partner, member, advisor, lender, consultant or consultantin any other individual or representative capacity with any individual, partnership, corporation or other organization that is engaged in a Competitive Activity. Notwithstanding anything else in this Section 2(b), (ivi) interfere with business relationships Executive may become employed by a partnership, corporation or other organization that is engaged in a Competitive Activity so long as Executive has no direct or indirect responsibilities or involvement in the Competitive Activity, (whether formed before or after the date of this Award Agreementii) between the Company or any of its Affiliates and customersExecutive may own, suppliersfor investment purposes only, Partners, members or investors up to five percent (5%) of the Company or its Affiliates or (v) disparage the Company, its Directors, Officers or controlling stockholders. Notwithstanding the foregoing, the Optionee may, directly or indirectly own, solely as an investment, securities outstanding capital stock of any Person publicly-traded corporation engaged in a Competitive Activity if the business stock of the Company or its Affiliates which are publicly traded such corporation is either listed on a national or regional stock exchange or on the over-the-counter market NASDAQ National Market System and if the Optionee (i) Executive is not a controlling Person ofotherwise affiliated with such corporation, (iii) if Executive’s employment hereunder is terminated by the Company for any reason other than Executive’s death, Disability or Cause, or a member of a group which controlsby Executive for Good Reason, such Person and (ii) does not, direct or indirectly, own 5% or more of any class of securities of such Person. (b) It is expressly understood and agreed that although Optionee and Company consider then the restrictions contained in this Section 7 2(b) shall lapse, and (iv) Executive shall only be subject to the following Section 8 to be reasonable, if a final judicial determination is made by a court of competent jurisdiction that the time or territory or any other restriction restrictions contained in this Award Agreement is an unenforceable restriction against OptioneeSection 2(b) to the extent the activity that would otherwise be prohibited by this section poses a reasonable competitive threat to the Company, the provisions of this Award Agreement shall not be rendered void but which determination shall be deemed amended to apply as to such maximum time and territory and to such maximum extent as such court may judicially determine or indicate to be enforceable. Alternatively, if any court of competent jurisdiction finds that any restriction contained made by the Company in this Award Agreement is unenforceable, and such restriction cannot be amended so as to make it enforceable, such finding shall not affect the enforceability of any of the other restrictions contained hereingood faith.

Non-Competition. During the Term and for a period of thirty-six (a36) In consideration months following the end of the Company’s grant of this OptionTerm (the "Restricted Period"), the Optionee agrees that for as long as the Optionee is employed by the Company and until the first anniversary of the date of termination of the Optionee’s employment with the Company or any Affiliate, as the case may be, such Optionee will not directly or indirectly, (i) engage in any business that operates a telematics business that is seeking to provide automotive manufacturers with an integrated hardware and service package that competes directly with the business of the Company or its Subsidiaries at the time of termination of such Optionee’s employment, (a “Competitive Business”), (ii) enter the employ of, or render any services to, any Person engaged in a Competitive Business, (iii) acquire a financial interest in, or otherwise become actively involved with, any person engaged in a Competitive BusinessExecutive shall not, directly or indirectly, as an individualunless otherwise approved by the Company’s Board of Directors (including in any such approval the affirmative vote or consent of a majority of the Company’s independent directors): a. in any manner whatsoever engage in any capacity in any business competitive with the Company's current lines of business (which comprise the design, partnerdevelopment, shareholdermarketing, officersale, directorproduction and distribution of women’s apparel) or any business currently proposed to be engaged in by the Company, principalany of its subsidiaries (including the Company) or by any Company-controlled affiliates, agent, trustee or consultant, (iv) interfere with business relationships currently proposed to be engaged in determined by reference to those future business developments described in the Dynasty Energy Resources, Inc. offering disclosure materials to investors in its private placement consummated concurrently with the reverse merger transaction between the Company and Dynasty Energy Resources, Inc. (whether formed before collectively, the "Company's Business") for the Executive’s own personal benefit or after for the date benefit of this Award Agreement) between any person or entity other than the Company or any of its Affiliates and customerssubsidiary or Company-controlled affiliate; or b. have any interest as owner, supplierssole proprietor, Partnersshareholder, members partner, lender, director, officer, manager, employee, consultant, agent or investors of the Company or its Affiliates or (v) disparage otherwise in any business competitive with the Company's Business; provided, its Directorshowever, Officers or controlling stockholders. Notwithstanding that: (i) the foregoing, the Optionee mayExecutive may hold, directly or indirectly ownindirectly, solely as an investment, and with now role in operations or management, not more than five percent (5%) of the outstanding securities of any Person person or entity notwithstanding the fact that such person or entity is engaged in a business competitive with the Company's Business; and (ii) family relatives of the Executive may own, control and manage the business of the Company company without such activities being attributed to the Executive, provided the Executive is at all time in compliance with the terms and conditions of the Non-Competition Agreement between it and the Company. In addition, during the Restricted Period, the Executive shall not publicize, market or its Affiliates which are publicly traded on a national or regional stock exchange or on the over-the-counter market if the Optionee (i) is not a controlling Person ofotherwise associate himself and/or his name, or a member any derivative of a group which controlshis name, such Person and (ii) does notwhether in Chinese or English, direct in connection with the development or indirectly, own 5% or more marketing of any class of securities of such Person. (b) It is expressly understood and agreed that although Optionee and Company consider the restrictions contained in this Section 7 and the following Section 8 to be reasonableany trademarks, if a final judicial determination is made by a court of competent jurisdiction that the time or territory designs or any other restriction contained property for use in this Award Agreement is an unenforceable restriction against Optionee, the provisions of this Award Agreement shall not be rendered void but shall be deemed amended to apply as to such maximum time and territory and to such maximum extent as such court may judicially determine or indicate to be enforceable. Alternatively, if any court of competent jurisdiction finds that any restriction contained in this Award Agreement is unenforceable, and such restriction cannot be amended so as to make it enforceable, such finding shall not affect the enforceability Company's Business on behalf of any of person or entity other than the other restrictions contained hereinCompany, its subsidiaries and Company-controlled affiliates.

Non-Competition. The Employee shall not, during the period (athe “Restricted Period”) In consideration of from the Company’s grant of this Option, the Optionee agrees that for as long as the Optionee is employed by the Company and date hereof until the first anniversary later of one year after the date of termination of the Optionee’s his employment with the Company or any Affiliatethe third anniversary of the Closing date (as defined in the Asset Purchase Agreement dated September 10, as 2007 by and among the case may beCompany, such Optionee will not Employee and other parties set forth on the signatory page thereto (the “APA”)): i) Without the prior written consent of the Company (A) directly or indirectlyindirectly acquire or own in any manner any interest (whether through a debt or equity instrument) in any person, firm, partnership, corporation, association or other entity (iincluding the Company) which engages or plans to engage in any business that operates a telematics business that is seeking to provide automotive manufacturers with an integrated hardware and service package that competes directly with the business facet of the Company Business or its Subsidiaries at the time of termination of such Optionee’s employment, (a “Competitive Business”), (ii) enter the employ of, which competes or render plans to compete in any services to, any Person engaged in a Competitive Business, (iii) acquire a financial interest in, or otherwise become actively involved with, any person engaged in a Competitive Business, directly or indirectly, as an individual, partner, shareholder, officer, director, principal, agent, trustee or consultant, (iv) interfere way with business relationships (whether formed before or after the date of this Award Agreement) between the Company or any of its subsidiaries or Affiliates and customersanywhere with the Territory. Territory means any state (including the District of Columbia), suppliersterritory or possession of the United States within which the Company presently or hereafter does business or within a 50-mile radius of any of the Owned Premises, PartnersOwned Real Estate, members Real Property and/or Leased Premises (as defined in the APA), (B) be employed by or investors serve as an employee, agent, officer, director of, or as a consultant to, any person, firm, partnership, corporation, association or other entity which engages or plans to engage in any facet of the Business in which the Company now or hereafter engages or which competes or plans to compete in any way with the Company or any of its subsidiaries or Affiliates within the Territory, or (C) utilize his special knowledge of the business of each Seller or the Company and his relationship with customers, suppliers and others to compete with Company and/or its Affiliates in any business which engages or plans to engage in any facet of the Business in which the Company now or hereafter engages or which competes or plans to compete in any way with the Company or any of its subsidiaries or Affiliates within the Territory; provided, however, that nothing herein shall be deemed to prevent either Employee from (vx) disparage the Company, its Directors, Officers or controlling stockholders. Notwithstanding the foregoing, the Optionee may, directly or indirectly ownacquiring through market purchases and owning, solely as an a passive investment, securities of any Person engaged less than one percent in the business aggregate of the Company or its Affiliates which are publicly traded on a national or regional stock exchange or on the over-the-counter market if the Optionee (i) is not a controlling Person of, or a member of a group which controls, such Person and (ii) does not, direct or indirectly, own 5% or more equity securities of any class of any issuer whose shares are registered under §12(b) or 12(g) of the Securities Exchange Act of 1934, as amended, 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 Quotation System, or any similar system of automated dissemination of quotations of securities prices in common use, so long as Employee is not 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 Person. (b) It is expressly understood issuer. Employee acknowledges and agreed agrees that although Optionee and Company consider the restrictions contained covenants provided for in this Section 7 are reasonable and necessary in terms of time, area and line of business to protect the following trade secrets of the Company. Employee further acknowledges and agrees that such covenants are reasonable and necessary in terms of time, area and line of business to protect the Company’s legitimate business interests, which include its interests in protecting the Company’s (i) valuable confidential business information, (ii) substantial relationships with customers, and (iii) customer goodwill associated with the ongoing Business. Employee hereby expressly authorizes the enforcement of the covenants provided for in this Section 8 by (A) the Company and its subsidiaries, (B) the Company’s permitted assigns, and (C) any successors to the Company’s business. To the extent that the covenants provided for in this Section may later be reasonable, if a final judicial determination is made 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 competent jurisdiction that the time provision, and to add or territory delete specific words or phrases to or from the provision. The provision as modified shall then be enforced. ii) The Employee shall not, directly or indirectly, for himself or for any other restriction contained in this Award Agreement is an unenforceable restriction against Optioneeperson, firm, corporation, partnership, association or other entity (including the provisions of this Award Agreement shall not be rendered void but shall be deemed amended to apply as to such maximum time and territory and to such maximum extent as such court may judicially determine or indicate to be enforceable. AlternativelyCompany), if any court of competent jurisdiction finds that any restriction contained in this Award Agreement is unenforceable, and such restriction cannot be amended so as to make it enforceable, such finding shall not affect the enforceability of (A) solicit any of the other restrictions contained hereinSellers’ employees employed in the Business, (B) call on or solicit any of the actual customers or clients of the Business, nor shall Employee make known the names and addresses of such customers or any information relating in any manner to the Company’s or the Sellers’ trade or business relationships with such customers, (C) in any manner, directly or indirectly, attempt to seek to cause any entity to refrain from dealing or doing business with the Company or assist any entity in doing so or attempting to do so or (D) employ any employees of Company.

Non-Competition. (a) In consideration of the Company’s grant of this Option, the Optionee agrees that for as For so long as the Optionee is employed by the Company and until the first anniversary of the date of termination of the Optionee’s employment with the Company a Principal Investor or any Affiliate, as member of its Principal Investor Group (x) has the case may be, such Optionee will not directly or indirectlyright to designate a director pursuant to Section 2.1(a), (iy) engage in actually designates a board observer as permitted pursuant to Section 2.1(f) or (z) elects to continue to receive any business that operates a telematics business that is seeking to provide automotive manufacturers with an integrated hardware and service package that competes directly with the business of Information from the Company or its Subsidiaries at pursuant to Section 2.8, such Principal Investor, its Affiliates, its Affiliate Co-investors and its Co-investment Vehicles shall not directly or indirectly through one or more Affiliates own, manage, operate, control or participate in the time ownership, management, operation or control of termination of such Optionee’s employmentany Competitor; provided that nothing in this Section 2.7 shall prohibit any Principal Investor, (a “Competitive Business”)its Controlled Affiliates, (ii) enter the employ of, Affiliate Co-investors or render any services to, any Person engaged in a Competitive Business, (iii) acquire a financial interest in, Co-investment Vehicles from acquiring or otherwise become actively involved with, any person engaged in a Competitive Businessowning, directly or indirectly: (a) up to 5% of the aggregate voting securities of any Competitor (i) that is a publicly traded Person or (ii) that is not a publicly traded Person; provided that neither the Principal Investor, as an individual, partner, shareholder, officer, director, principal, agent, trustee or consultant, (iv) interfere with business relationships (whether formed before or after the date of this Award Agreement) between the Company or nor any of its Affiliates and customersControlled Affiliates, suppliersAffiliate Co-investors or Co-investment Vehicles, Partnersdirectly or indirectly through one or more Affiliates, members or investors designates a member of the Company board of directors (or similar body) of such Competitor or its Affiliates or is granted any other governance rights with respect to such Competitor or its Affiliates (vother than customary governance rights granted in connection with the ownership of debt securities); (b) disparage any non-convertible debt securities of any Competitor; (c) any securities of any Competitor as defined in clause (b) of the Companydefinition of Competitor, so long as such Person’s rental activities are limited in all material respects to equipment manufactured or assembled by such Person or its DirectorsAffiliates; (d) any securities of any Competitor, Officers or controlling stockholders. Notwithstanding the foregoing, the Optionee may, directly or indirectly own, solely so long as an investment, (i) such Person’s annual revenue derived from rental operations that qualify such Person as a Competitor are limited to no more than 25% of total annual revenue of such Person on a consolidated basis and (ii) such rental operations of such Person are divested within 12 months of being acquired; or (e) any securities of any Person engaged that is a Competitor, substantially all of whose operations are conducted outside of North America and Europe; provided that prior to any Principal Investor or its Controlled Affiliates, Affiliate Co-investors or Co-investment Vehicles acquiring or owning such securities, such potential purchaser shall have given written notice to the Company, in the business reasonable detail, of the opportunity to acquire such securities and of such potential purchaser’s good faith interest in pursuing the opportunity, and the Company shall not have, within 10 Business Days of receipt of such notice, notified such potential purchaser of its good faith interest in pursuing such opportunity on behalf of itself or one or more of the Company’s Subsidiaries. If such a notice of interest has been timely delivered, the Board shall give written notice to the potential purchaser if the Company subsequently determines not to continue to pursue such opportunity, in which case the foregoing proviso shall cease to apply with respect to such opportunity. Nothing in this Section 2.7 shall prohibit Xxxxxxx Xxxxx Global Partners, Inc. (“MLGP”) or its Affiliates which are publicly traded on a national from engaging in trading, asset management (including proprietary trading and hedge fund and similar activities), financial advisory, lending or regional stock exchange or on other applicable financial services activities in its ordinary course of business so long as no confidential information relating to the over-the-counter market if the Optionee (i) is not a controlling Person ofCompany, or a member of a group which controls, such Person and (ii) does not, direct or indirectly, own 5% or more of any class of securities of such Person. (b) It is expressly understood and agreed that although Optionee and Company consider the restrictions contained in this Section 7 and the following Section 8 to be reasonable, if a final judicial determination is made by a court of competent jurisdiction that the time or territory or any other restriction contained in this Award Agreement is an unenforceable restriction against Optionee, the provisions of this Award Agreement shall not be rendered void but shall be deemed amended to apply as to such maximum time and territory and to such maximum extent as such court may judicially determine or indicate to be enforceable. Alternatively, if any court of competent jurisdiction finds that any restriction contained in this Award Agreement is unenforceable, and such restriction cannot be amended so as to make it enforceable, such finding shall not affect the enforceability of any of the other restrictions contained hereinCompany’s Subsidiaries or the acquisition of Hertz is used in the course of such activity.

Non-Competition. (a) In consideration Except as expressly permitted herein, effective as of the Company’s grant of this Option, the Optionee Effective Time Executive agrees that for as long as he shall not, until 11:59 p.m. on the Optionee is employed by the Company and until the first second anniversary of the date of termination of the Optionee’s employment with the Company or any Affiliate, as the case may be, such Optionee will not directly or indirectly, Effective time: (i) directly or indirectly own, engage in, manage, operate, join, control, or participate in any business that operates a telematics business that is seeking to provide automotive manufacturers with an integrated hardware and service package that competes directly with the business of the Company ownership, management, operation, or its Subsidiaries at the time of termination of such Optionee’s employment, (a “Competitive Business”), (ii) enter the employ control of, or render any services tobe connected as a stockholder, any Person engaged in a Competitive Businessdirector, (iii) acquire a financial interest inofficer, employee, agent, partner, joint venturer, member, beneficiary, or otherwise become actively involved with, any person engaged corporation, limited liability company, partnership, sole proprietorship, association, business, trust, or other organization, entity or individual which in a Competitive Business, directly or indirectly, as an individual, partner, shareholder, officer, director, principal, agent, trustee or consultant, (iv) interfere any way competes with business relationships (whether formed before or after the date of this Award Agreement) between the Company or any of its Affiliates and customersSubsidiaries in the business of manufacturing, suppliers, Partners, members marketing or investors of distributing wood or vinyl windows or doors or vinyl siding or in any other material business activity that the Company or any of its Affiliates or Subsidiaries is conducting as of the date of this Agreement (va "Competing Business") disparage in the CompanyUnited States; PROVIDED, its DirectorsHOWEVER, Officers or controlling stockholders. Notwithstanding that the foregoing, the Optionee mayExecutive may own, directly or indirectly own, solely as an investmentindirectly, securities of any Person engaged in the business of the Company or its Affiliates which are publicly entity traded on a any national or regional stock securities exchange or listed on the over-the-counter market National Association of Securities Dealers Automated Quotation System that is a Competing Business if the Optionee (i) is not a controlling Person of, or a member of a group which controls, such Person and (ii) Executive does not, direct directly or indirectly, own 510% or more of any class of equity securities, or securities convertible into or exercisable or exchangeable for 10% or more of any class of equity securities, of such Person.entity; (bii) It is expressly during the term of non-competition, use Executive's access to, knowledge of, or application of Confidential Information and Trade Secrets to perform any material duty for any Competing Business; it being understood and agreed to that although Optionee this clause (ii) shall be in addition to and not be construed as a limitation upon the covenants in clause (i) hereof; (iii) directly or indirectly aid, abet, or otherwise assist in a material way any individual, business, or other organization or entity that is a Competing Business in the United States; (iv) directly or indirectly request or advise any present or future customers or suppliers of the Company consider the restrictions contained in this Section 7 and the following Section 8 to be reasonable, if a final judicial determination is made by a court of competent jurisdiction that the time or territory or any other restriction contained in this Award Agreement is an unenforceable restriction against Optionee, of its Subsidiaries to cancel any contracts with the provisions of this Award Agreement shall not be rendered void but shall be deemed amended to apply as to such maximum time and territory and to such maximum extent as such court may judicially determine Company or indicate to be enforceable. Alternatively, if any court of competent jurisdiction finds that any restriction contained in this Award Agreement is unenforceable, and such restriction cannot be amended so as to make it enforceable, such finding shall not affect the enforceability of any of its Subsidiaries or curtail their dealings with the other restrictions contained hereinCompany or any of its Subsidiaries; (v) directly or indirectly request or advise any present or future service provider or financial resource of the Company or any of its Subsidiaries to withdraw, curtail, or cancel the furnishing of such service or resource to the Company or any of its Subsidiaries; or (vi) directly or indirectly hire, attempt to hire, or contact or solicit with respect to hiring any then significant employee of the Company or any of its Subsidiaries, or otherwise induce or attempt to influence any employee of the Company to terminate his or her employment.

Non-Competition. (a) In Section 7.1 The restrictive covenants contained in this Article VII and in Article VIII hereof are supported by consideration of to Employee hereunder. As a material incentive for the Company’s grant of Company to enter into this OptionAgreement, the Optionee Employee hereby agrees that for as long as the Optionee is employed he will not at any time during his employment by the Company and until the first anniversary of for a period commencing on the date of termination of his employment and continuing until the Optionee’s employment with expiration of 24 months (the “Non-Competition Period”), directly or indirectly, for himself or for others, in any state of the United States, or in any foreign country where the Company or any Affiliateof its affiliates is then conducting any business: (a) engage in any business that is directly competitive with activities conducted by the Company (or any of the Company’s subsidiaries or divisions), which activities conducted by the Company (or any of the Company’s subsidiaries or divisions) represent in the aggregate greater than 25% of the Company’s proforma consolidated revenues in 2001; (b) render advice or services to, or otherwise assist, any other person or entity who is engaged, directly or indirectly, in any business that is directly competitive with activities conducted by the Company (or any of the Company’s subsidiaries or divisions), which activities conducted by the Company (or any of the Company’s subsidiaries or divisions) represent in the aggregate greater than 25% of the Company’s proforma consolidated revenues in 2001; or (c) transact any business in any manner pertaining to suppliers or customers of the Company or any affiliate which, in any manner, would have, or is likely to have, an adverse effect upon the Company or any affiliate. The foregoing shall not prohibit Employee’s continued participation in those activities in which he is engaged on the date hereof and which have been disclosed to the Company. Notwithstanding the foregoing, in the event of termination of this Agreement pursuant to Section 4.1(d), 4.1(e) or 4.2(a), the prohibitions of this Article VII shall no longer apply at such time as Employee waives his right to receive any further payments under Section 4.1(d), 4.1(e) or 4.2(a), as the case may be, such Optionee will not directly or indirectly, (i) . Section 7.2 Employee understands that the foregoing restrictions may limit his ability to engage in any a business that operates a telematics similar to the Company’s business that is seeking to provide automotive manufacturers with an integrated hardware and service package that competes directly with the business in specific areas of the world for the Non-Competition Period, but acknowledges that he will receive sufficiently high remuneration and other benefits from the Company hereunder to justify such restriction. In addition to any remedies provided under applicable law, the Company and Employee agree that during the period the Company is paying compensation and benefits to Employee pursuant to Articles III or its Subsidiaries at IV hereof, the time Company’s remedy for breach of the provisions of this Article VII shall include, but shall not be limited to, the termination of such Optionee’s employment, (a “Competitive Business”), (ii) enter the employ of, or render any services to, any Person engaged in a Competitive Business, (iii) acquire a financial interest in, or all compensation and all benefits to Employee otherwise become actively involved with, any person engaged in a Competitive Business, directly or indirectly, as an individual, partner, shareholder, officer, director, principal, agent, trustee or consultant, (iv) interfere with business relationships (whether formed before or after the date of provided under this Award Agreement) between the Company or any of its Affiliates and customers, suppliers, Partners, members or investors of the Company or its Affiliates or (v) disparage the Company, its Directors, Officers or controlling stockholders. Notwithstanding the foregoing, the Optionee may, directly or indirectly own, solely as an investment, securities of any Person engaged in the business of the Company or its Affiliates which are publicly traded on a national or regional stock exchange or on the over-the-counter market if the Optionee (i) is not a controlling Person of, or a member of a group which controls, such Person and (ii) does not, direct or indirectly, own 5% or more of any class of securities of such Person. (b) Section 7.3 It is expressly understood and agreed that although Optionee the Company and Company Employee consider the restrictions contained in this Section 7 and the following Section 8 7.1 hereof to be reasonablereasonable and necessary for the purposes of preserving and protecting the good will and proprietary information of the Company, nevertheless, if a final judicial determination any of the aforesaid restrictions is made found by a court of competent having jurisdiction that the to be unreasonable, over broad as to geographic area or time or territory or any other restriction contained in this Award Agreement is an unenforceable restriction against Optioneeotherwise unenforceable, the provisions of this Award Agreement shall not parties intend for the restrictions therein set forth to be rendered void but shall be deemed amended to apply as to such maximum time and territory and to such maximum extent as modified by such court may judicially determine or indicate to be enforceable. Alternatively, if any court of competent jurisdiction finds that any restriction contained in this Award Agreement is unenforceable, and such restriction cannot be amended so as to make it enforceablebe reasonable and enforceable and, such finding shall not affect as so modified by the enforceability of any of the other restrictions contained hereincourt, to be fully enforced.

Non-Competition. (a) In By and in consideration of the Company’s grant of this Option, the Optionee agrees that for as long as the Optionee is employed salary and benefits to be provided by the Company hereunder, including the severance arrangements set forth herein, and until the first anniversary further in consideration of the date of termination Executive’s exposure to the proprietary information of the Optionee’s employment with Company, the Executive covenants and agrees that, during the period commencing on the date hereof and ending twelve (12) months following the date upon which the Executive shall cease to be an employee of the Company and its subsidiaries (or any Affiliateother entity directly or indirectly controlled by such entities) (the “Restricted Period”), as the case may be, such Optionee will he shall not directly or indirectly, whether as an owner, partner, stockholder, principal, agent, employee, consultant or in any other relationship or capacity, (i) engage in any business that operates a telematics business that is seeking to provide automotive manufacturers with an integrated hardware and service package that competes directly with element of the business of Business (other than for the Company or its Subsidiaries at subsidiaries (or any other entity directly or indirectly controlled by such entities)) or otherwise compete with the time of termination of Company or its subsidiaries (or any other entity directly or indirectly controlled by such Optionee’s employment, (a “Competitive Business”entities), (ii) enter the employ of, or render any services torelated to the Business to any person, corporation, partnership or other entity (other than the Company or its subsidiaries (or any Person other entity directly or indirectly controlled by such entities)) engaged in a Competitive any element of the Business, or (iii) acquire an interest in any person, corporation, partnership or other entity described in clause (ii) above as a financial interest in, or otherwise become actively involved with, any person engaged in a Competitive Business, directly or indirectly, as an individual, partner, shareholder, officer, directorstockholder, principal, agent, trustee employee, consultant or consultantin any other relationship or capacity; provided, (iv) interfere with business relationships (whether formed before or after the date of this Award Agreement) between the Company or any of its Affiliates and customershowever, suppliersthat, Partners, members or investors of the Company or its Affiliates or (v) disparage the Company, its Directors, Officers or controlling stockholders. Notwithstanding notwithstanding the foregoing, the Optionee may, directly or indirectly own, solely as an investment, Executive may invest in securities of any Person engaged entity, solely for investment purposes and without participating in the business of the Company or its Affiliates which thereof, if (A) such securities are publicly traded on a any national or regional stock exchange or on securities exchange, (B) the over-the-counter market if the Optionee (i) Executive is not a controlling Person person of, or a member of a group which controls, such Person entity and (iiC) the Executive does not, direct directly or indirectly, own 51% or more of any class of securities of such Person. (b) It is expressly understood and agreed that although Optionee and Company consider entity. Notwithstanding the restrictions foregoing, the covenants contained in this Section 7 and the following Section 8 to be reasonable, if a final judicial determination is made by a court of competent jurisdiction that the time or territory or any other restriction contained in this Award Agreement is an unenforceable restriction against Optionee, the provisions of this Award Agreement 6.1(a) shall not be rendered void but shall be deemed amended to apply as to such maximum time and territory and to such maximum extent as such court may judicially determine or indicate to be enforceable. Alternatively, if any court of competent jurisdiction finds that any restriction contained in this Award Agreement is unenforceable, and such restriction cannot be amended so as to make it enforceable, such finding shall not affect the enforceability of any event of the other restrictions contained hereinExecutive’s termination of employment upon or after the expiration of the one-year renewal term in accordance with Section 1 above.

Non-Competition. Each of the Stockholders agrees that (a) In consideration 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 its Controlled Affiliates shall directly engage in the provision to retail mass market customers in the Territory through a terrestrial facilities-based network of Commercial Mobile Radio Services, Broadband Internet Access Service or acting as a Multichannel Video Programming Distributor, in each case as such term is defined by the Federal Communications Commission as of the Company’s grant date of this Optionthe Business Combination Agreement, including conventional mobile virtual network operator, but in each case excluding the Optionee agrees that provision of (i) devices, software, apps, advertising and “over-the-top” services on or through mobile, wireless or wired networks, (ii) resale of network services ancillary to providing Internet of Things products or services, including autonomous driving, accident prevention, monitoring and security, smart agriculture, demand forecasting, consumer services, preventative medicine, health monitoring and smart houses and mapping services, and/or (iii) satellite-based services, and (b) in the case of the DT Stockholder, for as long as the Optionee is employed by period commencing at the Company Closing and until expiring on the first anniversary of the date of termination of the Optionee’s employment Trademark License in accordance with its terms and, in the case of the SoftBank Stockholder, at any time after the Closing, manufacture, market or distribute any products or services under, or use in any way, the trademark T-MOBILE in connection with any of the activities described in clause (a) (subject to the exceptions therein), other than by the Company and its Affiliates in accordance with the Company or any Affiliate, as the case may be, such Optionee will not directly or indirectly, (i) engage in any business that operates a telematics business that is seeking to provide automotive manufacturers with an integrated hardware and service package that competes directly with the business terms of the Company or its Subsidiaries at the time Trademark License (each of termination of such Optionee’s employment(a) and (b), (a “Competitive Competing Business”). Each of the Stockholders further agrees that, during the applicable period set forth in clause (iia) enter or (b), it will not acquire an interest in (whether as a stockholder, member or partner, but in each case excluding any such interest not exceeding 10% of the employ ofvoting equity of a Person engaged in a Competing Business or any such interests in a Person engaged in a Competing Business if the aggregate purchase price for all of such interests is less than $50,000,000), or render any services tomanage, operate, or control, or act as or have the right to appoint a director of, any Person engaged in a Competitive Business, Competing Business (iiiother than the Company and its Subsidiaries) acquire (it being understood that no ownership permitted by this sentence shall be considered to be a financial interest in, or otherwise become actively involved with, breach of any person engaged in a Competitive Business, directly or indirectly, as an individual, partner, shareholder, officer, director, principal, agent, trustee or consultant, (iv) interfere with business relationships (whether formed before or after the date other part of this Award Agreement) between Section 6.1). If the Company or any final judgment of its Affiliates and customers, suppliers, Partners, members or investors of the Company or its Affiliates or (v) disparage the Company, its Directors, Officers or controlling stockholders. Notwithstanding the foregoing, the Optionee may, directly or indirectly own, solely as an investment, securities of any Person engaged in the business of the Company or its Affiliates which are publicly traded on a national or regional stock exchange or on the over-the-counter market if the Optionee (i) is not a controlling Person of, or a member of a group which controls, such Person and (ii) does not, direct or indirectly, own 5% or more of any class of securities of such Person. (b) It is expressly understood and agreed that although Optionee and Company consider the restrictions contained in this Section 7 and the following Section 8 to be reasonable, if a final judicial determination is made by a court of competent jurisdiction declares any term or provision of this Section 6.1 invalid or unenforceable, the parties hereto agree that the time court making the determination of invalidity or territory unenforceability shall have the power to and shall reform this Section 6.1 to reduce the time, geographic area and/or scope of activity, to delete specific words or phrases, and/or to replace any other restriction contained in 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 Award Agreement is an unenforceable restriction against Optionee, the provisions of this Award Agreement shall not be rendered void but shall be deemed amended to apply enforceable as to such maximum time and territory and to such maximum extent as such court may judicially determine or indicate to be enforceable. Alternatively, if any court of competent jurisdiction finds that any restriction contained in this Award Agreement is unenforceable, and such restriction cannot be amended so as to make it enforceable, such finding shall not affect the enforceability of any of the other restrictions contained hereinmodified.

Non-Competition. (a) In consideration of the Company’s grant of this Option, the Optionee 6.1.1 The Executive agrees that for as long as the Optionee is employed by the Company and he shall not, until the first anniversary of the date of termination this Agreement is terminated, without the prior written consent of the Optionee’s employment with the Company or any Affiliate, as the case may be, such Optionee will not directly or indirectly, (i) engage in any business that operates a telematics business that is seeking to provide automotive manufacturers with an integrated hardware and service package that competes directly with the business of the Company or its Subsidiaries at the time of termination of such Optionee’s employment, (a “Competitive Business”), (ii) enter the employ of, or render any services to, any Person engaged in a Competitive Business, (iii) acquire a financial interest in, or otherwise become actively involved with, any person engaged in a Competitive BusinessEmployer, directly or indirectly, indirectly (whether as an individuala sole proprietor, partner, venturer, shareholder, director, officer, directoremployee, principalor in any other capacity as principal or agent or through any person, corporation, partnership, entity or employee acting as nominee or agent) conduct or engage in or be interested in or associated with any person, trustee firm, association, syndicate, partnership, company, corporation, or consultantother entity which conducts or engages in the international telecommunications business in any geographic areas in which Employer or any Subsidiary is then so engaged in business or proposes to engage in business in accordance with its then-current strategic plan, (iv) nor shall Executive interfere with business relationships (whether formed before with, disrupt or after attempt to disrupt the date of this Award Agreement) relationship, contractual or otherwise, between the Company Employer or any of its Affiliates Subsidiaries, on the one hand, and customersany customer, supplierssupplier, Partnerslessor, members lessee or investors employee of the Company Employer or any of its Affiliates Subsidiaries, on the other hand; provided, however, that this Section 6.1.1. shall not prohibit the Executive from owning beneficially or (v) disparage of record more than 5% of the Company, its Directors, Officers or controlling stockholders. Notwithstanding the foregoing, the Optionee may, directly or indirectly own, solely as an investment, outstanding equity securities of any Person engaged in entity whose equity securities are registered under the business Securities Act of 1933, as amended, or are listed for trading on any United States or foreign stock exchange. 6.1.2 It is the desire and intent of the Company or its Affiliates which are publicly traded on a national or regional stock exchange or on the over-the-counter market if the Optionee (i) is not a controlling Person of, or a member of a group which controls, such Person and (ii) does not, direct or indirectly, own 5% or more of any class of securities of such Person. (b) It is expressly understood and agreed parties that although Optionee and Company consider the restrictions contained in this Section 7 and the following Section 8 to be reasonable, if a final judicial determination is made by a court of competent jurisdiction that the time or territory or any other restriction contained in this Award Agreement is an unenforceable restriction against Optionee, the provisions of this Award Agreement Section 6 shall not be rendered void but enforced to the full extent permissible under the laws and public policies applied in each jurisdiction in which enforcement is sought. Accordingly, if any particular portion of this Section 6 shall be adjudicated to be invalid or unenforceable, this Section 6 shall be deemed amended to apply as to such maximum time and territory and to such maximum extent as such court may judicially determine or indicate delete therefrom the portion thus adjudicated to be enforceable. Alternatively, if any court of competent jurisdiction finds that any restriction contained in this Award Agreement is invalid or unenforceable, and such restriction cannot be amended so as deletion to make it enforceable, apply only with respect to the operation of this paragraph in the particular jurisdiction in which such finding shall not affect the enforceability of any of the other restrictions contained hereinadjudication is made.

Non-Competition. (a) In consideration Executive acknowledges and recognizes the highly competitive nature of the Company’s grant businesses of this Option, the Optionee agrees that for as long as the Optionee is employed by the Company and until its affiliates and accordingly agrees as follows: (i) Executive will not, within the first anniversary of period during which the date of Award remains unvested following the termination of the Optionee’s his employment with the Company for any reason (the “Post-Termination Period”) or any Affiliate, as the case may be, such Optionee will not directly or indirectly, during Executive’s employment (i) engage in any business that operates a telematics business that is seeking to provide automotive manufacturers with an integrated hardware and service package that competes directly collectively with the business of Post-Termination Period, the Company or its Subsidiaries at the time of termination of such Optionee’s employment, (a “Competitive BusinessRestricted Period”), accept an employment or consulting relationship (ii) enter the employ of, or render own or have any services to, any Person engaged in a Competitive Business, (iii) acquire a financial interest in, or otherwise become actively involved with, any person engaged in a Competitive Business), directly or indirectly, as an individualwith any entity engaged in the business of providing [Command, partnerControl, shareholderCommunications, officerComputers, directorIntelligence, principalSurveillance and Reconnaissance (C4ISR) related products and systems and information and technical services to military, agent, trustee or consultant, (iv) interfere with business relationships (whether formed before or after government and commercial customers within the date of this Award Agreement) between the Company or any of its Affiliates and customers, suppliers, Partners, members or investors of the Company or its Affiliates or (v) disparage the Company, its Directors, Officers or controlling stockholdersUnited States]. Notwithstanding anything to the foregoingcontrary in this Agreement, the Optionee Executive may, directly or indirectly own, solely as an investment, securities of any Person engaged in the business of the Company or its Affiliates which are publicly traded on a national or regional stock exchange or on the over-the-counter market if the Optionee Executive (i) is not a controlling Person person of, or a member of a group which controls, such Person person and (ii) does not, direct directly or indirectly, own 5% or more of any class of securities of such Person. (b) It is expressly understood and agreed that although Optionee Executive and the Company consider the restrictions contained in this Section 7 and the following Section 8 Appendix B to be reasonable, if a final judicial determination is made by a court of competent jurisdiction jurisdiction, that the time or territory or any other restriction contained in this Award Agreement is an unenforceable restriction against OptioneeExecutive, the provisions of this Award Agreement shall not be rendered void but shall be deemed amended to apply as to such maximum time and territory and to such maximum extent as such court may judicially determine or indicate to be enforceable. Alternatively, if any court of competent jurisdiction finds that any restriction contained in this Award Agreement is unenforceable, and such restriction cannot be amended so as to make it enforceable, such finding shall not affect the enforceability of any of the other restrictions contained herein. (c) The period of time during which the provisions of this Appendix B shall be in effect shall be extended by the length of time during which Executive is in breach of the terms hereof as determined by any court of competent jurisdiction on the Company’s application for injunctive relief.

Non-Competition. (a) In consideration From the date this Agreement becomes effective until the two-year anniversary of the Company’s grant earlier of this Option(1) the Non-Control Date and (2) the one year anniversary of the Less than Majority Holder Date, NAB shall not, and shall cause its Subsidiaries not to: (i) control, for purposes of the Optionee agrees that BHC Act, a bank for as long as purposes of the Optionee is employed by BHC Act or an insured institution for purposes of the BHC Act, having a main office or one or more branches in any of the Company States (a “Competing Branch Bank”); or (ii) own, manage or operate, or participate in the ownership, management or operation of, any business principally engaged in making (A) consumer loans to individuals or households located in the Company States or (B) loans to businesses located in the Company States with total annual revenues of less than $250,000,000 (any such business, a “Competing Lending Business,” and either a Competing Branch Bank or Competing Lending Business, a “Competing Business”). (b) Notwithstanding anything in Section 6.8(a) to the contrary, NAB and its Affiliates shall not be prohibited or prevented from: (i) owning, managing or operating, or participating in the ownership, management or operation of, the Company and until its Subsidiaries; (ii) operating any business or engaging in any activity conducted by the first anniversary New York Branch of NAB during the five years preceding the date hereof; (iii) owning, managing or operating, or participating in the ownership, management or operation of, any Competing Branch Bank with its main office and all of its branches solely outside the Company States; (iv) performing any act or conducting any business expressly required by any agreement related to the IPO; (v) acquiring the capital stock or other equity interests of a Person engaged in a Competing Business that would otherwise constitute an exempt investment under Section (4)(c)(6) of the date of termination of the Optionee’s employment with the Company BHC Act; (vi) making any investment (or any Affiliateengaging in an activity related thereto) in a fiduciary, as the case may becustodial or agency capacity and carried out, such Optionee will not either directly or indirectly, on behalf of clients or other third party beneficiaries; (ivii) engage engaging in any business that operates a telematics business that is seeking investment management or asset management activity or in any activity related to provide automotive manufacturers with an integrated hardware the provision of asset management or investment management services, including those activities and service package that competes directly with services involving the business use of mutual funds or private funds; (viii) providing any products and services as part of the Company or conduct of MLC Limited and its Subsidiaries at substantially as comparable businesses are conducted in the time of termination of such Optionee’s employment, United States; (a “Competitive Business”), (iiix) enter the employ ofowning or affiliating with, or render conducting any services other activity prohibited under Section 6.8(a) with respect to, any Person engaged in a Competitive Businessperson that conducts, (iii) acquire a financial interest in, or otherwise become actively involved with, any person engaged in a Competitive Business, either directly or indirectly, a Competing Business and that prior to the consummation of the transactions referred to in clause (A) or (B) below was not an Affiliate of NAB or any of its Affiliates (any such person, together with all of its Affiliates, a “Competing Person”) if such ownership, affiliation or other activity is the result of (A) any merger, consolidation, share exchange, sale or purchase of assets, scheme of arrangement or similar business combination involving NAB or any of its Affiliates with any Competing Person or (B) the acquisition of any Competing Person or any interests in or securities of any Competing Person by NAB or any of its Affiliates, if, in the case of either (A) or (B), no more than 50% of the total consolidated revenues (including as an individualrevenues net interest income revenues with respect to a lending business) of such Competing Person in the calendar year prior to such ownership, partneraffiliation or other activity relates to a Competing Business operated in the Company States; (x) acquiring any equity securities or other assets in satisfaction of a debt previously contracted in a distressed or troubled situation; (xi) making loans or providing other services to businesses that own, shareholdermanage or operate, officeror that participate in the ownership, directormanagement or operation of, principala Competing Business; or (xii) acting in the ordinary course of their respective businesses, agentincluding without limitation dealing in any securities and acting in the course of trading, trustee or consultantdealing, broking, margin lending, custodial, life insurance, funds management, investment planning, advisory services, derivatives issuance and risk management and investment banking. (ivc) interfere with business relationships (whether formed before or after From the date this Agreement becomes effective until the two-year anniversary of this Award Agreementthe earlier of (1) between the Non-Control Date and (2) the one year anniversary of the Less than Majority Holder Date, NAB shall not, and shall cause its Subsidiaries not to, directly or indirectly solicit for employment or any similar arrangement or hire any officer or employee of the Company or any of its Affiliates and customersSubsidiaries; provided, suppliershowever, Partnersthat this Section 6.8(c) shall not apply to (i) any Person no longer employed by the Company or any of its Subsidiaries, members (ii) any general solicitations for employment through advertisements or investors other means not targeted at officers or employees of the Company or any of its Affiliates Subsidiaries (and the hiring of any Persons identified by such general solicitations), and (iii) any Person who independently approaches NAB or any of its Subsidiaries where neither NAB nor any of its Subsidiaries had solicited such Person for employment or any similar arrangement in any manner prohibited by this Section 6.8(c). (d) NAB agrees that (i) if any restraint set forth in this Section 6.8 is unenforceable, illegal or void, that restraint is severed and the other restraints remain in force, (ii) if any restraint set forth in this Section 6.8 is void for being unreasonable, or would be reasonable if part of the wording was deleted or the period of time was reduced, the restraints will apply with the modifications necessary to make them reasonable, (iii) each of the restraints set forth in this Section 6.8 goes no further than is reasonably necessary to protect the Company’s corporate legitimate business interests, (iv) adequate and sufficient consideration has been received for the restraints set forth in this Section 6.8, (v) disparage the Companycompliance with this Section 6.8 will not result in severe economic hardship for NAB, its Directors, Officers or controlling stockholders. Notwithstanding the foregoing, the Optionee may, directly or indirectly own, solely as an investment, securities of (vi) any Person engaged in the business breach by NAB of the restraints in Section 6.8 would lead to substantial loss to the Company or its Affiliates which are publicly traded on a national or regional stock exchange or on and that the over-the-counter market Company would not have entered into this Agreement if the Optionee (i) is NAB did not a controlling Person ofagree to this Section 6.8, or a member of a group which controls, such Person and (iivii) does not, direct or indirectly, own 5% or more of any class of securities of such Person. (b) It is expressly understood and agreed that although Optionee and Company consider the restrictions contained nothing in this Section 7 6.8 will be construed as preventing the Company from pursuing any and all remedies available to it for the following Section 8 to be reasonable, if a final judicial determination is made by a court of competent jurisdiction that the time breach or territory or any other restriction contained in this Award Agreement is an unenforceable restriction against Optionee, the provisions threatened breach of this Award Agreement shall not be rendered void but shall be deemed amended to apply as to such maximum time and territory and to such maximum extent as such court may judicially determine Section 6.8, including recovery of money damages or indicate to be enforceable. Alternatively, if any court of competent jurisdiction finds that any restriction contained in this Award Agreement is unenforceable, and such restriction cannot be amended so as to make it enforceable, such finding shall not affect the enforceability of any of the other restrictions contained hereintemporary or permanent injunctive relief.

Non-Competition. (a) In consideration of the Company’s grant of this OptionAgreement, and other good and valuable consideration provided hereunder, the Optionee receipt and sufficiency of which are hereby acknowledged by Executive, Executive hereby agrees that for as long as the Optionee is employed by the Company and until the first anniversary of the date of termination of the Optioneecovenants that, during Executive’s employment with hereunder and for a period of twelve (12) months thereafter (the Company or any Affiliate, as the case may be, such Optionee will not directly or indirectly, (i) engage in any business that operates a telematics business that is seeking to provide automotive manufacturers with an integrated hardware and service package that competes directly with the business of the Company or its Subsidiaries at the time of termination of such Optionee’s employment, (a “Competitive BusinessRestricted Period”), (ii) enter Executive shall not, without the employ of, or render any services to, any Person engaged in a Competitive Business, (iii) acquire a financial interest in, or otherwise become actively involved with, any person engaged in a Competitive Businessprior written consent of the Company, directly or indirectly, engage in or become associated with a Competitive Activity. For purposes of this Section 2(b), (i) a “Competitive Activity” means any business or other endeavor involving Similar Products if such business or endeavor is in a country (including the United States) in which the Company (or any of its businesses) provides or planned to provide during Executive’s employment hereunder such Similar Products; (ii) “Similar Products” means any products or services that are the same or similar to any of the types of products or services that the Company (or any of its businesses) provides, has provided or planned to provide during Executive’s employment hereunder; and (iii) Executive shall be considered to have become “associated with a Competitive Activity” if Executive becomes directly or indirectly involved as an individualowner, partnerprincipal, shareholderemployee, officer, director, principalindependent contractor, representative, stockholder, financial backer, agent, trustee partner, member, advisor, lender, consultant or consultantin any other individual or representative capacity with any individual, (ivpartnership, corporation or other organization that is engaged in a Competitive Activity. Executive acknowledges that Executive’s covenants under this Section 2(b) interfere with are a material inducement to the Company’s entering into this Agreement. Further, Executive acknowledges that the restrictions set forth in this provision are reasonable and not greater than necessary to protect and maintain the proprietary and other legitimate business relationships (whether formed before or after the date interests of this Award Agreement) between the Company or any of its Affiliates and customers, suppliers, Partners, members or investors of the Company or its Affiliates or (v) disparage the Company, its Directors, Officers or controlling stockholdersand that the enforcement of these restrictions would not prevent Executive from earning a livelihood. Notwithstanding the foregoing, Executive may make and retain investments during the Optionee mayRestricted Period, directly or indirectly ownfor investment purposes only, solely as an investment, securities in less than one percent (1%) of the outstanding capital stock of any Person publicly-traded corporation engaged in a Competitive Activity if the business stock of the Company or its Affiliates which are publicly traded such corporation is either listed on a national or regional stock exchange or on the over-the-counter market NASDAQ National Market System if the Optionee (i) Executive is not a controlling Person of, or a member of a group which controls, otherwise affiliated with such Person and (ii) does not, direct or indirectly, own 5% or more of any class of securities of such Person. (b) It is expressly understood and agreed corporation. Executive acknowledges that although Optionee and Company consider the restrictions contained in Executive’s covenants under this Section 7 and 2(b) are a material inducement to the following Section 8 to be reasonable, if a final judicial determination is made by a court of competent jurisdiction that the time or territory or any other restriction contained in Company’s entering into this Award Agreement is an unenforceable restriction against Optionee, the provisions of this Award Agreement shall not be rendered void but shall be deemed amended to apply as to such maximum time and territory and to such maximum extent as such court may judicially determine or indicate to be enforceable. Alternatively, if any court of competent jurisdiction finds that any restriction contained in this Award Agreement is unenforceable, and such restriction cannot be amended so as to make it enforceable, such finding shall not affect the enforceability of any of the other restrictions contained hereinAgreement.

Non-Competition. (a) In consideration Executive acknowledges and recognizes the highly competitive nature of the Company’s grant businesses of this Option, the Optionee Company and its affiliates and accordingly agrees as follows: a. Executive agrees that for as long as during the Optionee is employed by the Company term of employment and until the first anniversary of the date of termination of the OptioneeExecutive’s employment with the Company or any Affiliatesubsidiary of the Company, as the case may bebe (the “Non-Competition Period”), such Optionee the Executive will not directly or indirectly, (i) engage in any business that operates a telematics business quick service restaurants that is seeking to provide automotive manufacturers with an integrated hardware and service package that competes compete directly with the business of the Company El Pollo Loco, Inc. or its Subsidiaries Affiliates in any market in which El Pollo Loco, Inc. or its Affiliates operate restaurants or have targeted operating restaurants at the time of termination of such OptioneeExecutive’s employment, employment (a “Competitive Business”), (ii) enter the employ of, or render any services (including in an advisory capacity, consulting capacity, or otherwise) to, any Person person engaged in a Competitive Business, (iii) acquire a financial interest in, or otherwise become actively involved with, any person engaged in a Competitive Business, directly or indirectly, as an individual, partner, shareholder, officer, director, principal, agent, trustee or consultant, or (iv) interfere with business relationships (whether formed before or after the date of this Award Agreement) between the Company or any of its Affiliates and customers, suppliers, Partnerspartners, members or investors of the Company or its Affiliates or (v) disparage the Company, its Directors, Officers or controlling stockholdersAffiliates. Notwithstanding the foregoing, the Optionee Executive may, directly or indirectly own, solely as an investment, securities of any Person person engaged in the business of the Company or its Affiliates Competitive Business which are publicly traded on a national or regional stock exchange or on the over-the-counter market if the Optionee Executive (i) is not a controlling Person person of, or a member of a group which controls, such Person person and (ii) does not, direct directly or indirectly, own 5% or more of any class of securities of such Personperson. b. Executive further agrees that during the Non-Competition Period, Executive will not, directly or indirectly, (bi) solicit or encourage any employee of the Company or its Affiliates to leave the employment of the Company or its Affiliates, (ii) solicit or encourage any employee who was employed by the Company or its Affiliates as of the date of Executive’s termination of employment with the Company or who left the employment of the Company or its Affiliates within one year prior to or after the termination of Executive’s employment with the Company, or (iii) solicit or encourage to cease to work with the Company or its Affiliates any consultant then under contract with the Company or its Affiliates. c. It is expressly understood and agreed that although Optionee Executive and the Company consider the restrictions contained in this Section 7 and the following Section 8 to be reasonable, if a final judicial determination is made by a court of competent jurisdiction that the time or territory or any other restriction contained in this Award Agreement is an unenforceable restriction against OptioneeExecutive, the provisions of this Award Agreement shall not be rendered void but shall be deemed amended to apply as to such maximum time and territory and to such maximum extent as such court may judicially determine or indicate to be enforceable. Alternatively, if any court of competent jurisdiction finds that any restriction contained in this Award Agreement is unenforceable, and such restriction cannot be amended so as to make it enforceable, such finding shall not affect the enforceability of any of the other restrictions contained herein.

Non-Competition. 8.1 The Participant hereby agrees that this Section 8 is reasonable and necessary in order to protect the legitimate business interests and goodwill of the Company, including the Company’s trade secrets, valuable confidential business and professional information, substantial relationships with prospective and existing customers and clients, and specialized training provided to the Participant and other employees of the Company. The Participant acknowledges and recognizes the highly competitive nature of the business of the Company and its Affiliates and accordingly agrees that during the term of Participant’s employment and for a period of two (2) years after the termination thereof (the “Restriction Period”): (a) In consideration The Participant will not directly or indirectly engage in any business substantially similar to any line of the Company’s grant of this Option, the Optionee agrees that for as long as the Optionee is employed business conducted by the Company and until the first anniversary or any of its Affiliates, including, but not limited to, where such engagement is as an officer, director, proprietor, employee, partner, investor (other than as a holder of less than 1% of the date outstanding capital stock of termination a publicly traded corporation), consultant, advisor, agent or sales representative, in any geographic region in which the Company or any of its Affiliates conducted business; (b) The Participant will not contact, solicit, perform services for, or accept business from any customer or prospective customer of the OptioneeCompany or any of its Affiliates; (c) The Participant will not directly or indirectly induce any employee of the Company or any of its Affiliates to: (1) engage in any activity or conduct which is prohibited pursuant to subparagraph 8.1(a); or (2) terminate such employee’s employment with the Company or any Affiliateof its Affiliates. Moreover, as the case may be, such Optionee Participant will not directly or indirectly, indirectly employ or offer employment (i) engage in connection with any business that operates a telematics substantially similar to any line of business that is seeking to provide automotive manufacturers with an integrated hardware and service package that competes directly with the business of conducted by the Company or any of its Subsidiaries at the time of termination of such Optionee’s employment, (a “Competitive Business”), (iiAffiliates) enter the employ of, or render any services to, any Person engaged in a Competitive Business, (iii) acquire a financial interest in, or otherwise become actively involved with, to any person engaged in a Competitive Business, directly or indirectly, as an individual, partner, shareholder, officer, director, principal, agent, trustee or consultant, (iv) interfere with business relationships (whether formed before or after the date of this Award Agreement) between who was employed by the Company or any of its Affiliates and customers, suppliers, Partners, members or investors of unless such person shall have ceased to be employed by the Company or any of its Affiliates for a period of at least 12 months; and (d) The Participant will not directly or indirectly assist others in engaging in any of the activities, which are prohibited under subparagraphs (va) disparage the Company, its Directors, Officers or controlling stockholders— (c) above. Notwithstanding the foregoing, if the Optionee may, directly or indirectly own, solely as an investment, securities Restriction Period set forth herein is shorter in duration following Participant’s termination of any Person engaged in the business of employment with the Company or and its Affiliates which are publicly traded on a national or regional stock exchange or on than in any other prior Award Agreement, the over-the-counter market Restriction Period set forth herein shall be the Restriction Period for all such prior Award Agreements and related Awards. Similarly, if the Optionee Restriction Period is longer in this Agreement than in prior Award Agreements, the Restriction Period set forth in such prior Award Agreements and related Awards shall be amended hereby and have the same applicable Restriction Period following Participant’s termination of employment with the Company and its Affiliates as set forth herein (i) is not a controlling Person of, or a member of a group which controls, and the Participant shall be deemed to have consented to such Person and (ii) does not, direct or indirectly, own 5% or more of any class of securities of such Personamendment by executing this Agreement). (b) 8.2 It is expressly understood and agreed that although Optionee the Participant and the Company consider the restrictions contained in this Section 7 and the following Section 8 to be reasonable, if a final judicial determination is made by a court of competent jurisdiction that the time or territory or any other restriction contained in this Award Agreement is an unenforceable restriction against Optioneethe Participant, the provisions of this Award Agreement shall not be rendered void but shall be deemed amended to apply as to such maximum time and territory and to such maximum extent as such court may judicially determine or indicate to be enforceableenforceable against such Participant. Alternatively, if any court of competent jurisdiction finds that any restriction contained in this Award Agreement is unenforceable, and such restriction cannot be amended so as to make it enforceable, such finding shall not affect the enforceability of any of the other restrictions contained herein. The restrictive covenants set forth in this Section 8 shall be extended by any amount of time that the Participant is in breach of such covenants, such that the Company receives the full benefit of the time duration set forth above.

Non-Competition. (a) In consideration Each of the Company’s grant of this Option, the Optionee agrees Members (other than PAGP) hereby acknowledges that for as long as the Optionee is employed by the Company and until its Subsidiaries operate in a competitive business and compete with other Persons operating in the first anniversary midstream segment of the date of termination oil and gas industry for acquisition opportunities. Each of the Optionee’s employment with Members agrees that during the Company or any Affiliateperiod that it is a Member, as the case may be, such Optionee will not directly or indirectly, (i) engage in any business that operates a telematics business that is seeking to provide automotive manufacturers with an integrated hardware and service package that competes directly with the business of the Company or its Subsidiaries at the time of termination of such Optionee’s employment, (a “Competitive Business”), (ii) enter the employ of, or render any services to, any Person engaged in a Competitive Business, (iii) acquire a financial interest in, or otherwise become actively involved with, any person engaged in a Competitive Businessit shall not, directly or indirectly, use any of the confidential information it receives as a Member or which its designee receives as a Director of the Company or as an individualIDM Observer to compete with, or engage in or become interested financially in as a principal, employee, partner, shareholder, officer, director, principal, agent, trustee manager, owner, advisor, lender, guarantor of any Person that competes in North America with, the business conducted by the Company and its Subsidiaries; provided, however, that when a Member engages in such activities, there shall be no presumption of misuse of such confidential information solely because a Representative or consultantDirector designee of such Member or IDM Observer may retain a mental impression of any such confidential information. The Company and the Members acknowledge that a Member may have in conception or development technology or business opportunities which may be very similar or even identical to the Company’s confidential information and, so long as such Member abides by Section 10.4, neither such Member nor its designee Director or observer shall have any other restriction on such technology or business opportunities and the Company and the other Members shall have no rights in such technology or business opportunities. The Company and each of the Members also acknowledge and agree that (ivi) interfere Xxxxx Xxxxxxxx Capital Advisors L.P. and its Affiliates (“Xxxxx Xxxxxxxx”) and EMG Investment, LLC and its Affiliates (“EMG”) manage investments in the energy industry in the ordinary course of business (such investments referred to as “Institutional Investments”) and that Xxxxx Xxxxxxxx and EMG may make Institutional Investments, even if such Institutional Investments are competitive with the Partnership’s and its Subsidiaries’ business; (ii) Oxy Holding Company (Pipeline), Inc. (“Oxy”) and its Affiliates engage in business relationships that includes activities and business or strategic interests or investments that are related to, complement or compete with the businesses of the Company and its Subsidiaries and that Oxy and its Affiliates may engage in such activities or business; and (whether formed before iii) Xxxxx Xxxxxxxx, EMG, Oxy and their respective Affiliates (A) shall not be prohibited, by virtue of its status as a Member or after the date its designation of this Award Agreementa Director or an observer, from pursuing or engaging in such Institutional Investments described in clause (i) between above or activities or interests described in clause (ii) above, as applicable; (B) shall not be obligated, or have a duty, to inform or present to the Company or any of its Affiliates Subsidiaries, of any opportunity, relationship or investment (and customersno other Member will acquire or be entitled to any interest or participation in any such opportunity, suppliersrelationship or investment) and shall not be bound by the doctrine of corporate opportunity (or any analogous doctrine); and (C) shall not be deemed to have a conflict of interest with, Partnersor to have breached this Section 11.1 or any duty (if any), members whether express or investors of implied by law, to, the Company or its Affiliates or any other Member by reason of such Member’s (vor any of its Representative’s or equity holder’s) disparage the Companyinvolvement in such activities or interests; provided, its Directorsthat in all cases, Officers or controlling stockholders. Notwithstanding the foregoing, the Optionee may, directly or indirectly own, solely as an investment, securities of any Person engaged such Institutional Investments are not in the business violation of the Company provisions of Section 10.4 or its Affiliates which are publicly traded on a national or regional stock exchange or on the over-the-counter market if second sentence of this Section 11.1. Each of the Optionee (i) is not a controlling Person of, or a member of a group which controls, such Person and (ii) does not, direct or indirectly, own 5% or more of any class of securities of such Person. (b) It is expressly understood and agreed Members confirms that although Optionee and Company consider the restrictions contained in this Section 7 11.1 are reasonable and valid and all defenses to the following Section 8 to be reasonable, if a final judicial determination is made strict enforcement thereof are hereby waived by a court of competent jurisdiction that the time or territory or any other restriction contained in this Award Agreement is an unenforceable restriction against Optionee, the provisions of this Award Agreement shall not be rendered void but shall be deemed amended to apply as to such maximum time and territory and to such maximum extent as such court may judicially determine or indicate to be enforceable. Alternatively, if any court of competent jurisdiction finds that any restriction contained in this Award Agreement is unenforceable, and such restriction cannot be amended so as to make it enforceable, such finding shall not affect the enforceability of any each of the other restrictions contained hereinMembers.

Non-Competition. (a) In consideration connection with the acquisition of the Company’s grant Company by Parent pursuant to the terms of this Optionthe Merger Agreement, the Optionee Covenantee hereby agrees that for as long as during the Optionee is employed by period commencing on the Company date hereof and until ending on the first second anniversary of the date of termination of on which the Optionee’s Covenantee's employment with the Company or Parent and its subsidiaries and affiliates terminates for any Affiliatereason (the "Non-Compete Period"), as he will not, without the case may be, such Optionee will not directly or indirectly, (i) engage in any business that operates a telematics business that is seeking to provide automotive manufacturers with an integrated hardware and service package that competes directly with the business express written consent of the Company or its Subsidiaries at the time of termination of such Optionee’s employment, (a “Competitive Business”), (ii) enter the employ of, or render any services to, any Person engaged in a Competitive Business, (iii) acquire a financial interest in, or otherwise become actively involved with, any person engaged in a Competitive BusinessParent, directly or indirectly, anywhere in the United States or Canada, engage in any activity which is, or participate or invest in, or provide or facilitate the provision of financing to, or assist (whether as an individualowner, part-owner, shareholder, member, partner, shareholderdirector, officer, directortrustee, principalemployee, agent, trustee agent or consultant, or in any other capacity), any business, organization or person other than the Parent (iv) interfere or any subsidiary or affiliate of the Parent), whose business, activities, products or services are directly competitive with business relationships (whether formed before any of the business, activities, products or after services conducted by the Parent on the date the Covenantee's employment with the Parent terminates and over which the Covenantee has had responsibility and which are in the Parent's Field of Interest (each a "Competitive Business"); provided that the Covenantee shall be permitted to be employed by an entity which operates an ancillary business in the Parent's Field of Interest so long as the Covenantee is not involved in such ancillary business. For purposes of this Award Agreement) between Section 2(a), the Company or any Parent's "Field of its Affiliates and customers, suppliers, Partners, members or investors Interest" shall consist of the Company development, implementation or sale of on-line or Internet marketing or advertising programs to pharmaceutical and other healthcare organizations and any other on-line or Internet health care related business activity engaged in, or conducted by the Parent or its Affiliates subsidiaries or (v) disparage affiliates on the Companydate the Covenantee's employment with the Parent terminates, its Directors, Officers or controlling stockholdersbut only to the extent the Covenantee has had responsibility over such business activity. Notwithstanding anything in this Section 2(a) to the foregoingcontrary, the Optionee mayCovenantee shall not be prohibited from participating, directly or indirectly ownindirectly, solely as an investmentin any activity or business (i) with Internet operations outside the health care fields, securities including but not limited to companies providing non-health care goods or services through the Internet or providing e-commerce services or content that is not a Competitive Business; or (ii) related to health care services, other than on-line or Internet-based or related businesses. Notwithstanding anything herein to the contrary, the Covenantee may make passive investments in any enterprise the shares of any Person engaged in the business of the Company or its Affiliates which are publicly traded on a national or regional stock exchange or on if such investment constitutes less than five percent (5%) of the over-the-counter market if the Optionee (i) is not a controlling Person of, or a member of a group which controls, such Person and (ii) does not, direct or indirectly, own 5% or more of any class of securities equity of such Personenterprise. (b) It is expressly understood and agreed that although Optionee and Company consider the restrictions contained in this Section 7 and the following Section 8 to be reasonable, if a final judicial determination is made by a court of competent jurisdiction that the time or territory or any other restriction contained in this Award Agreement is an unenforceable restriction against Optionee, the provisions of this Award Agreement shall not be rendered void but shall be deemed amended to apply as to such maximum time and territory and to such maximum extent as such court may judicially determine or indicate to be enforceable. Alternatively, if any court of competent jurisdiction finds that any restriction contained in this Award Agreement is unenforceable, and such restriction cannot be amended so as to make it enforceable, such finding shall not affect the enforceability of any of the other restrictions contained herein.

Non-Competition. (a) In consideration The Executive acknowledges that in the course of his employment with the Company he will become familiar with trade secrets and customer lists of, and other confidential information concerning, the Company and its subsidiaries, affiliates and clients and that his services have been and will be of special, unique and extraordinary value to the Company’s grant of this Option, the Optionee . (b) The Executive agrees that for as so long as the Optionee he is employed by the Company and until for a period of one year following the first anniversary Date of Termination (the “Noncompetition Period”) he shall not, without the express consent of the date of termination of the Optionee’s employment with the Company or any AffiliateBoard, as the case may be, such Optionee will not directly or indirectly, (i) engage in any business that operates a telematics business that is seeking to provide automotive manufacturers with an integrated hardware and service package that competes directly with the business of the Company or its Subsidiaries at the time of termination of such Optionee’s employment, (a “Competitive Business”), (ii) enter the employ of, or render any services to, any Person engaged in a Competitive Business, (iii) acquire a financial interest in, or otherwise become actively involved with, any person engaged in a Competitive Businessmanner, directly or indirectly, through any person, firm, corporation or enterprise, alone or as a member of a partnership or as an individual, partner, shareholder, officer, director, principalstockholder, agentinvestor or employee of or advisor or consultant to any person, trustee firm, corporation or consultantenterprise or otherwise, (iv) interfere with engage or be engaged, or assist any other person, firm, corporation or enterprise in engaging or being engaged, in any business relationships (whether formed before or after the date of this Award Agreement) between being conducted by the Company or any of its Affiliates and customers, suppliers, Partners, members subsidiaries or investors affiliates as of the Date of Termination in any geographic area in which the Company or any of its Affiliates subsidiaries or affiliates is then conducting such business. (c) Nothing in this Section 7 shall prohibit the Executive from being (i) a stockholder in a mutual fund or a diversified investment company or (vii) disparage a passive owner of not more than two percent of the Company, its Directors, Officers or controlling stockholders. Notwithstanding the foregoing, the Optionee may, directly or indirectly own, solely as an investment, securities outstanding publicly-traded common stock of any Person engaged corporation so long as the Executive has no active participation in the business of such corporation. (d) If, at any time of enforcement of this Section 7, a court or an arbitrator holds that the Company restrictions stated herein are unreasonable under circumstances then existing, the parties hereto agree that the maximum period, scope or geographical area reasonable under such circumstances shall be substituted for the stated period, scope or area and that the court shall be allowed to revise the restrictions contained herein to cover the maximum period, scope and area permitted by law. (e) In the event that any provision of this Section 7 is not performed in accordance with its Affiliates which are publicly traded on a national terms or regional stock exchange or on the over-the-counter market if the Optionee is otherwise breached, (i) is not a controlling Person ofthe Company’s obligations under Sections 6 and 9 hereof shall thereupon cease, or a member of a group which controls, such Person and (ii) does notthe Executive shall immediately repay to the Company all amounts theretofore paid to, direct or indirectlyand the value of all benefits theretofore received by, own 5% or more of any class of securities of such Personthe Executive and the Executive’s family pursuant to Sections 6 and 9 hereof. (bf) It is expressly understood and agreed The Executive acknowledges that although Optionee and the Company consider would be damaged irreparably in the restrictions contained in event that any provision of this Section 7 or Section 10 hereof were not performed in accordance with its terms or were otherwise breached and that money damages would be an inadequate remedy for any such nonperformance or breach. Accordingly, the following Section 8 to be reasonable, if a final judicial determination is made by a court of competent jurisdiction Executive agrees that the time or territory or any other restriction contained in this Award Agreement is an unenforceable restriction against Optionee, the provisions of this Award Agreement shall not be rendered void but Company and its successors and permitted assigns shall be deemed amended entitled, in addition to apply as other rights and remedies existing in their favor, to such maximum time and territory and an injunction or injunctions to such maximum extent as such court may judicially determine prevent any breach or indicate to be enforceable. Alternatively, if any court of competent jurisdiction finds that any restriction contained in this Award Agreement is unenforceable, and such restriction cannot be amended so as to make it enforceable, such finding shall not affect the enforceability threatened breach of any of such provisions and to enforce such provisions specifically (without posting a bond or other security). The Executive agrees that the Executive will submit to the personal jurisdiction of the courts of the State of Michigan in any action by the Company to obtain injunctive or other restrictions contained hereinrelief contemplated by this Section 7.

Non-Competition. (a) In consideration of At all times while the Company’s grant of this Option, the Optionee agrees that for as long as the Optionee Executive is employed by the Company and until for a twelve (12) month period after the first anniversary of the date of termination of the Optionee’s Executive's employment with the Company or for any Affiliatereason, as the case may be, such Optionee will not directly or indirectly, (i) engage in any business that operates a telematics business that is seeking to provide automotive manufacturers with an integrated hardware and service package that competes directly with the business of the Company or its Subsidiaries at the time of termination of such Optionee’s employment, (a “Competitive Business”), (ii) enter the employ of, or render any services to, any Person engaged in a Competitive Business, (iii) acquire a financial interest in, or otherwise become actively involved with, any person engaged in a Competitive BusinessExecutive shall not, directly or indirectly, engage in or have any interest in any sole proprietorship, partnership, corporation or business or any other person or entity (whether as an individual, partner, shareholderemployee, officer, director, principalpartner, agent, trustee security holder, creditor, consultant or consultant, otherwise) that directly or indirectly (ivor through any affiliated entity) interfere with business relationships (whether formed before or after engages in a Competitive Business; provided that such provision shall not apply to the date Executive's ownership of this Award Agreement) between the Company or any of its Affiliates and customers, suppliers, Partners, members or investors Common Stock of the Company or its Affiliates or (v) disparage the Company, its Directors, Officers or controlling stockholders. Notwithstanding acquisition by the foregoing, the Optionee may, directly or indirectly ownExecutive, solely as an investment, of securities of any Person engaged in the business issuer that is registered under Section 12(b) or 12(g) of the Company Securities Exchange Act of 1934, as amended, and that are listed or its Affiliates which are publicly traded admitted for trading on a any United States national or regional stock securities exchange or that are quoted on the over-the-counter market if 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 Optionee (i) is Executive does not control, acquire a controlling Person of, interest in or become a member of a group which controls, such Person and (ii) does not, exercises direct or indirectlyindirect control or, own 5% or more than five percent of any class of securities capital stock of such Person. (b) It is expressly understood and agreed that although Optionee and Company consider corporation. For these purposes, "Competitive Business" shall mean the restrictions contained in marketing of any Restricted Product to any Restricted Class of Accounts. For purposes of this Section 7 and the following Section 8 to be reasonableAgreement, if a final judicial determination is made by a court of competent jurisdiction that the time or territory "Restricted Product" means butter toffees, tea biscuits, wafers or any other restriction contained item from which the Company derives more than thirty percent (30%) of its net sales, as defined in this Award Agreement is an unenforceable restriction against OptioneeSection 3.1 hereof, for any fiscal year of the provisions Company during the term of this Award Agreement Agreement. For purposes of this Agreement, "Restricted Class of Accounts" shall not be rendered void but shall be deemed amended mean, with respect to apply as to such maximum time and territory and to such maximum extent as such court may judicially determine or indicate to be enforceable. Alternativelyany Restricted Product, if any court of competent jurisdiction finds that any restriction contained in this Award Agreement is unenforceable, and such restriction cannot be amended so as to make it enforceable, such finding shall not affect the enforceability of any of the other restrictions contained herein.following classes of accounts if more than thirty percent (30%) of the Company's net sales from the Restricted Product for any fiscal year during the term of this Agreement are derived from sales to that class of account: (1) mass merchandisers; (2) dollar stores; (3) groceries; (4) grocery wholesalers; (5) candy and tobacco jobbers; (6) gift baskets; (7) specialty food distributors; (8) food distributors; (9) vending operators; and (10)

Non-Competition. (a) In consideration The Optionee acknowledges and recognizes the highly competitive nature of the Company’s grant business of this Option, the Optionee Company and its Affiliates and accordingly agrees that during the term of the Optionee’s employment and for as long as a period of two years after the termination thereof: (i) The Optionee will not directly or indirectly engage in any business which is employed in competition with any line of business conducted by the Company and until the first anniversary or any of its Affiliates, including, but not limited to, where such engagement is as an officer, director, proprietor, employee, partner, investor (other than as a holder of less than 1% of the date outstanding capital stock of termination a publicly traded corporation), consultant, advisor, agent or sales representative, in any geographic region in which the Company or any of its Affiliates conducted any such competing line of business; (ii) The Optionee will not perform or solicit the performance of services for any customer or client of the OptioneeCompany or any of its Affiliates; (iii) The Optionee will not directly or indirectly induce any employee of the Company or any of its Affiliates to (1) engage in any activity or conduct which is prohibited pursuant to this subparagraph 9(a), or (2) terminate such employee’s employment with the Company or any Affiliateof its Affiliates. Moreover, as the case may be, such Optionee will not directly or indirectly, indirectly employ or offer employment (i) engage in connection with any business that operates a telematics which is in competition with any line of business that is seeking to provide automotive manufacturers with an integrated hardware and service package that competes directly with the business of conducted by the Company or any of its Subsidiaries at the time of termination of such Optionee’s employment, (a “Competitive Business”), (iiAffiliates) enter the employ of, or render any services to, any Person engaged in a Competitive Business, (iii) acquire a financial interest in, or otherwise become actively involved with, to any person engaged in a Competitive Business, directly or indirectly, as an individual, partner, shareholder, officer, director, principal, agent, trustee or consultant, (iv) interfere with business relationships (whether formed before or after the date of this Award Agreement) between who was employed by the Company or any of its Affiliates and customers, suppliers, Partners, members or investors of unless such person shall have ceased to be employed by the Company or any of its Affiliates or for a period of at least 12 months; and (viv) disparage the Company, its Directors, Officers or controlling stockholders. Notwithstanding the foregoing, the The Optionee may, will not directly or indirectly own, solely as an investment, securities of assist others in engaging in any Person engaged in the business of the Company or its Affiliates activities, which are publicly traded on a national or regional stock exchange or on the over-the-counter market if the Optionee prohibited under subparagraphs (i) is not a controlling Person of, or a member of a group which controls, such Person and - (iiiii) does not, direct or indirectly, own 5% or more of any class of securities of such Personabove. (b) It is expressly understood and agreed that although the Optionee and the Company consider the restrictions contained in this Section 7 and the following Section 8 9 to be reasonable, if a final judicial determination is made by a court of competent jurisdiction that the time or territory or any other restriction contained in this Award Agreement is an unenforceable restriction against the Optionee, the provisions of this Award Agreement shall not be rendered void but shall be deemed amended to apply as to such maximum time and territory and to such maximum extent as such court may judicially determine or indicate to be enforceable. Alternatively, if any court of competent jurisdiction finds that any restriction contained in this Award Agreement is unenforceable, and such restriction cannot be amended so as to make it enforceable, such finding shall not affect the enforceability of any of the other restrictions contained herein.

Non-Competition. (a) In consideration The Executive hereby agrees that, in the event of the Company’s grant of this Option, the Optionee agrees that for as long as the Optionee is employed by the Company and until the first anniversary of the date of a termination of the OptioneeExecutive’s employment with prior to the Company or occurrence of a Change in Control, the Executive shall not, at any Affiliatetime during the 6 month period beginning on the Date of Termination (the “Restricted Period”), as the case may be, such Optionee will not directly or indirectlyindirectly engage in, have any equity interest in, or 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 Restricted Area (either directly or through any subsidiary or Affiliate thereof), any business or activity (i) engage in any business the Business, (ii) that operates a telematics business that is seeking to provide automotive manufacturers with an integrated hardware and service package that otherwise competes directly with the business of the Company or its Subsidiaries any 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 time twelve (12) month period immediately before the Date of termination of Termination (any such Optionee’s employmentbusiness or activity, (a “Competitive Restricted Business”). Notwithstanding the foregoing, the Executive shall be permitted to acquire a passive stock or equity interest in a Restricted Business; provided that such stock or other equity interest acquired is not more than five percent (5%) of the outstanding interest in such Restricted Business. For purposes of this Agreement, “Restricted Area” means (i) the United States, Canada or any territory of either of the foregoing, (ii) enter the employ of, or render any services to, any Person engaged in a Competitive Business, (iii) acquire a financial interest in, or otherwise become actively involved with, any person engaged in a Competitive Business, directly or indirectly, as an individual, partner, shareholder, officer, director, principal, agent, trustee or consultant, (iv) interfere with business relationships (whether formed before or after the date of this Award Agreement) between other location where the Company or any of its Affiliates and customers, suppliers, Partners, members direct or investors of indirect subsidiaries engages in business or (iii) any other location where the Company or any of its Affiliates direct or indirect subsidiaries has taken Active Steps at any time during the twelve (v12) disparage month period immediately before the CompanyDate of Termination. For purposes of this Agreement, its Directors, Officers or controlling stockholders. Notwithstanding the foregoing, the Optionee may, directly or indirectly own, solely as an investment, securities of any Person engaged in “Business” shall mean (i) the business of acquisition, development, construction and/or origination, financing, management and disposition of distributed (including, without limitation, residential, commercial, community solar and industrial) solar energy production and storage equipment and related leases, loans or other financing instruments or arrangements and the Company actions and transactions related or its Affiliates which are publicly traded on a national or regional stock exchange or on the over-the-counter market if the Optionee (i) is not a controlling Person of, or a member of a group which controls, such Person ancillary thereto and (ii) does not, direct or indirectly, own 5% or more such other lines of any class of securities of such Person. (b) It is expressly understood and agreed that although Optionee and business in which the Company consider the restrictions contained in this Section 7 and the following Section 8 to be reasonable, if a final judicial determination is made by a court of competent jurisdiction that the time or territory or any other restriction contained in this Award Agreement is an unenforceable restriction against Optionee, entity owned by the provisions of this Award Agreement shall not be rendered void but shall be deemed amended to apply as to such maximum time and territory and to such maximum extent as such court may judicially determine or indicate to be enforceable. Alternatively, if any court of competent jurisdiction finds that any restriction contained in this Award Agreement is unenforceable, and such restriction cannot be amended so as to make it enforceable, such finding shall not affect Company are materially engaged on the enforceability of any date of the other restrictions contained hereinExecutive’s Date of Termination.

Non-Competition. 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 the Restricted Business Activities, as defined below, for the period ending twelve (a12) In consideration of the Company’s grant of this Option, the Optionee agrees that for as long as the Optionee is employed by the Company and until the first anniversary of months after the date of termination of the OptioneeExecutive’s employment with (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 Affiliateof its subsidiaries, as the case may be, such Optionee will not directly or indirectly, (i) engage in any business that operates a telematics business that is seeking to provide automotive manufacturers with an integrated hardware markets and service package that competes directly with the business of the Company or its Subsidiaries sells at the time Executive’s employment terminated products or services marketed and sold by FGX Holdings or any of termination 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 Optionee’s employmentcustomers. During the Non-compete Period, (a “Competitive Business”)Executive shall not, (ii) enter without the employ of, or render any services to, any Person engaged in a Competitive Business, (iii) acquire a financial interest in, or otherwise become actively involved with, any person engaged in a Competitive Businesswritten approval of the Company, directly or indirectly, either as an individual, partner, shareholderjoint venturer, employee or agent for any person, company, corporation or association, or as an officer, directordirector or stockholder of a corporation or otherwise, principal, agent, trustee enter into or consultant, engage in or have a proprietary interest in the Restricted Business Activities other than the ownership of (iva) interfere with business relationships (whether formed before or after the date of this Award Agreement) between the Company or any of its Affiliates and customers, suppliers, Partners, members or investors stock of the Company or its Affiliates or then held by Executive, and (vb) disparage no more than five percent (5%) of the Company, its Directors, Officers or controlling stockholderssecurities of any other publicly-held company. Notwithstanding the foregoing, for so long as a majority of the Optionee may, issued and outstanding capital stock of the Company is owned directly or indirectly ownby Berggruen Holdings, solely as an investment, securities of any Person engaged in the business of the Company Limited or its Affiliates which are publicly traded on a national or regional stock exchange or on the over-the-counter market if the Optionee (i) is not a controlling Person of, or a member of a group which controls, such Person and (ii) does not, direct or indirectly, own 5% one or more of its affiliates or a representative of Berggruen Holdings, Limited or one or more of its affiliates is on the Board (or any class entity owning a majority of securities 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 Person. decision prior to termination of the original twelve (b12) It is expressly understood month Non-compete Period. Executive recognizes and agreed agrees that although Optionee and Company consider the restrictions contained in because a violation by him of his obligations under this Section 7 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 party included in the following definition of FGX Holdings or any of its subsidiaries shall have the right to injunctive relief to prevent or restrain any such violation, without the necessity of posting a bond. The Non-compete Period will be extended by the duration of any violation by Executive of any of his obligations under this Section 8 to 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 reasonable, if a final judicial determination is made by a court of competent jurisdiction at a later date that the time character, duration or territory or any other restriction contained geographical scope of such obligations is unreasonable in light of the circumstances as they then exist, then it is the intention of both Executive and the Company that Executive’s obligations under this Award Agreement is an unenforceable restriction against Optionee, the provisions of this Award Agreement shall not be rendered void but Section 9 shall be deemed amended to apply construed by the court in such a manner as to such maximum time and territory and to such maximum extent as such court may judicially determine or indicate to be enforceable. Alternatively, if any court impose only those restrictions on the conduct of competent jurisdiction finds that any restriction contained Executive which are reasonable in this Award Agreement is unenforceable, and such restriction cannot be amended so as to make it enforceable, such finding shall not affect the enforceability of any light of the other restrictions contained hereincircumstances as they then exist and necessary to assure the Company of the intended benefit of Executive’s obligations under this Section 9.

Non-Competition. The Employee acknowledges that the Employee (a) In consideration will perform services of a unique nature for the Company Group that are irreplaceable, and that the Employee’s performance of such services to a competing business will result in irreparable harm to the Company Group, (b) will have access to Confidential Information which, if disclosed, would unfairly and inappropriately assist in competition against the Company Group, (c) would inevitably use or disclose such Confidential Information in the course of the CompanyEmployee’s grant employment by a competitor, (d) will have access to the customers of this Optionthe Company Group, (e) will receive specialized training from the Company Group, and (f) will generate goodwill for the Company Group in the course of the Employee’s employment. Accordingly, during the Employment Term and for a period of 12 months immediately thereafter, the Optionee Employee agrees that for as long as the Optionee is employed by the Company and until the first anniversary of the date of termination of the Optionee’s employment with the Company or any AffiliateEmployee will not, as the case may be, such Optionee will not directly or indirectly, other than through the Company, engage or participate (i) or prepare to engage or participate), in any manner, whether directly or indirectly through an employee, employer, consultant, agent, principal, partner, more than 1% shareholder, officer, director, licensor, lender, lessor or in any other individual or representative capacity, in any business that operates a telematics business that or activity which is seeking to provide automotive manufacturers with an integrated hardware and service package that competes directly in competition with the business of the Company Group in the leasing, acquiring, exploring or its Subsidiaries at producing hydrocarbons and related products within the time of termination of such Optionee’s employment, (a “Competitive Business”), (ii) enter the employ boundaries of, or render any services towithin a ten-mile radius of the boundaries of, any Person engaged in a Competitive Business, (iii) acquire a financial mineral property interest in, or otherwise become actively involved with, of any person engaged in a Competitive Business, directly or indirectly, as an individual, partner, shareholder, officer, director, principal, agent, trustee or consultant, (iv) interfere with business relationships (whether formed before or after the date of this Award Agreement) between the Company or any of its Affiliates and customers, suppliers, Partners, members or investors member of the Company Group (including, without limitation, a mineral lease, overriding royalty interest, production payment, net profits interest, mineral fee interest or its Affiliates option or (v) disparage the Company, its Directors, Officers or controlling stockholders. Notwithstanding right to acquire any of the foregoing, the Optionee may, directly or indirectly own, solely an area of mutual interest as an investment, securities of designated pursuant to contractual agreements between any Person engaged in the business member of the Company Group and any third party), or its Affiliates any other property on which any of the Company Group has an option, right, license or authority to conduct or direct exploratory activities, such as three-dimensional seismic acquisition or other seismic, geophysical and geochemical activities (but not including any preliminary geological mapping), provided that the foregoing will not restrict the Employee from obtaining post-termination employment with an entity that only has de minimis operations in the restricted territory (as determined by the Board in good faith); provided that, this Section 7.4 will not preclude the Employee from making passive investments in securities of oil and gas companies which are publicly traded registered on a national or regional stock exchange or on the over-the-counter market exchange, if the Optionee (i) is the aggregate amount owned by the Employee and Employee’s spouse and children, if any, does not a controlling Person ofexceed 1% of such company’s outstanding securities, or a member of a group which controls, such Person and (ii) the aggregate amount invested in such investments by the Employee and Employee’s spouse and children does not, direct or indirectly, own 5% or more of any class of securities of such Personnot exceed $1,000,000. (b) It is expressly understood and agreed that although Optionee and Company consider the restrictions contained in this Section 7 and the following Section 8 to be reasonable, if a final judicial determination is made by a court of competent jurisdiction that the time or territory or any other restriction contained in this Award Agreement is an unenforceable restriction against Optionee, the provisions of this Award Agreement shall not be rendered void but shall be deemed amended to apply as to such maximum time and territory and to such maximum extent as such court may judicially determine or indicate to be enforceable. Alternatively, if any court of competent jurisdiction finds that any restriction contained in this Award Agreement is unenforceable, and such restriction cannot be amended so as to make it enforceable, such finding shall not affect the enforceability of any of the other restrictions contained herein.

Non-Competition. (ai) In consideration During the term of the CompanyGrantee’s grant of this Option, the Optionee agrees that for as long as the Optionee is employed by the Company and until the first anniversary of the date of termination of the Optionee’s employment service with the Company or any Affiliateof its Subsidiaries or Divisions and for a period of twenty four (24) months following the Grantee’s termination of service with the Company or its Subsidiaries or Divisions for any reason (the “Restricted Period”), as the case may beGrantee will not, such Optionee will not directly or indirectly, (iA) engage engage, participate or assist in any business that operates a telematics business that is seeking to provide automotive manufacturers with an integrated hardware and service package that competes directly with the business of the Company or its Subsidiaries at the time of termination of such Optionee’s employment, Competing Business (a “Competitive Business”as hereinafter defined), (iiB) enter the employ of, or render any services to, any Person person engaged in a Competitive any Competing Business, (iiiC) acquire a financial interest in, or otherwise become actively involved with, any person engaged in a Competitive any Competing Business, directly or indirectly, whether as an individual, partner, shareholder, officer, director, principal, agent, trustee or consultant, or (ivD) interfere with the business relationships (whether formed before or after the date of this Award Agreement) between the Company or any of its Affiliates Subsidiaries or Divisions and any of its or their customers, suppliers, Partnersdistributors, members advisors, employees or investors of other business relations. (ii) Notwithstanding anything to the Company or its Affiliates or (v) disparage the Company, its Directors, Officers or controlling stockholders. Notwithstanding the foregoingcontrary contained in this Agreement, the Optionee Grantee may, directly or indirectly indirectly, own, solely as an a passive investment, up to 1% of the securities of any Person person engaged in the business of the Company or its Affiliates which a Competing Business provided such securities are publicly traded on a national or regional stock exchange or on the over-the-counter market if market. (iii) For purposes of this Agreement, the Optionee (i) is not a controlling Person ofterm “Competing Business” shall mean any business entity anywhere in the world that competes with the Company and/or any of its Subsidiaries and/or Divisions in the manufacture or distribution of any of its or their self-priming centrifugal, or a member of a group which controlsstandard centrifugal, such Person magnetic drive centrifugal, axial and (ii) does notmixed flow vertical turbine line shaft, direct or indirectlysubmersible, own 5% high pressure booster, rotary gear, diaphragm, bellows and oscillating pump models and/or pump model systems in any one or more of any class of securities of such Person. (b) It is expressly understood and agreed that although Optionee and Company consider the restrictions contained in this Section 7 and the following Section 8 to be reasonableprincipal market applications: construction, if a final judicial determination is made by a court industrial, water and wastewater handling fields; flood control; boosting low residential water pressure; pumping refined petroleum products, including the ground refueling of competent jurisdiction that aircraft; fluid control in HVAC applications; various agricultural purposes and dewatering purposes; and sprinkler back-up systems, fire hydrants, stand pipes, fog systems and deluge systems at hotels, banks, factories, airports, schools, public buildings and other such facilities throughout the time or territory or any other restriction contained in this Award Agreement is an unenforceable restriction against Optionee, the provisions of this Award Agreement shall not be rendered void but shall be deemed amended to apply as to such maximum time and territory and to such maximum extent as such court may judicially determine or indicate to be enforceable. Alternatively, if any court of competent jurisdiction finds that any restriction contained in this Award Agreement is unenforceable, and such restriction cannot be amended so as to make it enforceable, such finding shall not affect the enforceability of any of the other restrictions contained hereinworld.

Non-Competition. (a) In consideration of his employment under this Agreement and Employer’s agreement to provide Employee with Confidential Information under Section 3 below, Employee agrees that during the Companyterm of his employment and for a period of two (2) years following termination of his employment (regardless of whether Employee is terminated without Cause, for Cause (as defined in Section 4.1(c) below), voluntarily resigns or otherwise), neither Employee nor any person or entity directly or indirectly controlling, controlled by or under common control with Employee, shall directly or indirectly, on his own behalf or as an employee or other agent of or an investor in another person: (i) engage in any business conducted by Employer during Employee’s grant term of employment with Employer (collectively, the “Business”); (ii) influence or attempt to influence any customer or supplier of Employer or any affiliate of Employer to purchase goods or services related to the Business from any person other than Employer or such affiliate; or (iii) employ or attempt to employ any individuals who are then or have been employees of Employer or any affiliate of Employer during the preceding 12 months, or influence or seek to influence any such employees to leave Employer’s or such affiliate’s employment. (b) Employee specifically acknowledges that Employer’s products are sold in a world market and that Employee has been engaged with regard to Employer’s products and Employer’s customers throughout the world without geographic limitation, and accordingly that the restrictive covenant regarding competition contained in this Section 2.1 shall apply without geographic limitation. (c) Employee acknowledges that his obligations under this Section 2.1 are a material inducement and condition to Employer’s entering into this Agreement and a material inducement and condition to Employee receiving or having access to Confidential Information (as defined in Section 3.1). Employee acknowledges and agrees that the terms and provisions of this OptionAgreement (including the severance provisions of Section 4.1) and Employee’s receipt and access to Confidential Information are sufficient consideration for the restrictions set forth in this Section 2.1. Employee acknowledges and agrees further that such restrictions are reasonable as to time, geographic area and scope of activity and do not impose a greater restraint than is necessary to protect the goodwill and other business interests of Employer, and Employee agrees that Employer is justified in believing the foregoing. (d) If any provision of this Section 2.1 should be found by any court of competent jurisdiction to be unenforceable by reason of its being too broad as to the period of time, territory, and/or scope, then, and in that event, such provision shall nevertheless remain valid and fully effective, but shall be considered to be amended so that the period of time, territory, and/or scope set forth shall be changed to be the maximum period of time, the Optionee agrees that for as long as largest territory, and/or the Optionee is employed by the Company and until the first anniversary of the date of termination of the Optionee’s employment with the Company or any Affiliatebroadest scope, as the case may be, which would be found enforceable by such Optionee court (e) Employee acknowledges that Employee’s violation or attempted violation of this Section 2.1 will not directly or indirectly, (i) engage in any business that operates a telematics business that is seeking cause irreparable damage to provide automotive manufacturers with an integrated hardware and service package that competes directly with the business of the Company Employer or its Subsidiaries at the time affiliates, and Employee therefore agrees that Employer shall be entitled as a matter of termination right to an injunction, out of any court of competent jurisdiction, restraining any violation or further violation of such Optioneeagreements by Employee or others acting on his behalf. Employer’s employment, (a “Competitive Business”), (ii) enter the employ of, right to injunctive relief will be cumulative and in addition to any other remedies provided by law or render any services to, any Person engaged in a Competitive Business, (iii) acquire a financial interest in, or otherwise become actively involved with, any person engaged in a Competitive Business, directly or indirectly, as an individual, partner, shareholder, officer, director, principal, agent, trustee or consultant, (iv) interfere with business relationships (whether formed before or after the date of this Award Agreement) between the Company or any of its Affiliates and customers, suppliers, Partners, members or investors of the Company or its Affiliates or (v) disparage the Company, its Directors, Officers or controlling stockholders. Notwithstanding the foregoing, the Optionee may, directly or indirectly own, solely as an investment, securities of any Person engaged in the business of the Company or its Affiliates which are publicly traded on a national or regional stock exchange or on the over-the-counter market if the Optionee (i) is not a controlling Person of, or a member of a group which controls, such Person and (ii) does not, direct or indirectly, own 5% or more of any class of securities of such Personequity. (bf) It is expressly understood and agreed that although Optionee and Company consider the restrictions contained in this Section 7 and the following Section 8 Employee shall not be subject to be reasonable, if a final judicial determination is made by a court of competent jurisdiction that the time or territory or any other restriction contained in this Award Agreement is an unenforceable restriction against Optionee, the provisions of this Award Agreement shall not be rendered void but shall be deemed amended Section 2 if Employer fails to apply as pay any uncontested amounts due to such maximum time and territory and to such maximum extent as such court may judicially determine or indicate to be enforceable. Alternatively, if any court of competent jurisdiction finds that any restriction contained in this Award Agreement is unenforceable, Employee under Section 4 and such restriction canfailure is not be amended so as cured within thirty (30) days after written notice to make it enforceable, such finding shall not affect the enforceability of any of the other restrictions contained hereinEmployer.

Non-Competition. (a) In consideration for, among other things, the Company's agreements herein and the Company's and its Subsidiaries' agreements in the Merger Agreement, and recognizing the Employee's status as an Investor in the Company pursuant to the Investment Agreement and as a stockholder of the Company’s grant of this Option, the Optionee Employee hereby agrees that for as long as that, during any period during which the Optionee Employee is employed by the Company and until Company, the first anniversary period of one year following the date of termination of the Optionee’s Employee's Termination upon Retirement, and/or any period during which the Employee is receiving any compensation pursuant to this Agreement, including, without limitation, compensation pursuant to Section 5(a) and 5(b) hereof during the Initial Severance Period, the Additional Severance Period, if any, and any other period during which payments are being made to the Employee pursuant to and in accordance with such Sections 5(a) and 5(b), and, if the Employee's employment with the Company terminates pursuant to Section 4(b) (by the Company for Cause) or any AffiliateSection 4(e) (by the Employee without Good Reason) hereof, as then also during the case may be, such Optionee will not directly or indirectly, longer of (i) engage the period of one year commencing on the date of such Termination of Employment, and (ii) the period of two years from the Closing Date, all of which applicable periods shall automatically be extended by a period of time equal to any period in which the Employee is in breach of any business that operates obligations under this Section 8 (all of which applicable periods, including any such extension, the "Restricted Period"), the Employee shall not ---------- ------ engage, directly or indirectly (except as a telematics business that is seeking to provide automotive manufacturers with an integrated hardware and service package that competes directly with the business stockholder, director, officer, and/or employee of the Company or and/or any of its Subsidiaries at the time of termination of such Optionee’s employment, (a “Competitive Business”Subsidiaries), as a proprietor, equityholder, investor (ii) enter except as a passive investor holding not more than 3% of the employ ofoutstanding capital stock of a publicly held company), or render any services to, any Person engaged in a Competitive Business, (iii) acquire a financial interest in, or otherwise become actively involved with, any person engaged in a Competitive Business, directly or indirectly, as an individuallender, partner, shareholderdirector, officer, directoremployee, principal, agent, trustee or consultant, or representative, or in any other capacity: (ivA) interfere with in the manufacture of folding cartons or sleeves manufactured, at least in part, of rigid plastic, (B) the manufacture, design, printing or production of specialty packaging products for use in the cosmetics, entertainment (including recorded music, video, software, multimedia and electronic gaming) or tobacco markets, in each case anywhere in the world (the Employee hereby acknowledging that the Company and its Subsidiaries do such business relationships worldwide), or (whether formed before or after the date of this Award AgreementC) between in any other business which the Company or any of its Affiliates and customersSubsidiaries may conduct at any time during the period of the Employee's employment hereunder, suppliers, Partners, members or investors of anywhere that the Company or any its Affiliates or (v) disparage Subsidiaries may conduct such business at any time during the Company, its Directors, Officers or controlling stockholders. Notwithstanding the foregoing, the Optionee may, directly or indirectly own, solely as an investment, securities of any Person engaged in the business of the Company or its Affiliates which are publicly traded on a national or regional stock exchange or on the over-the-counter market if the Optionee (i) is not a controlling Person of, or a member of a group which controls, such Person and (ii) does not, direct or indirectly, own 5% or more of any class of securities term of such Personnon-competition obligations. (b) It is expressly understood and agreed that although Optionee and Company consider the restrictions contained in this Section 7 and the following Section 8 to be reasonable, if a final judicial determination is made by a court of competent jurisdiction that the time or territory or any other restriction contained in this Award Agreement is an unenforceable restriction against Optionee, the provisions of this Award Agreement shall not be rendered void but shall be deemed amended to apply as to such maximum time and territory and to such maximum extent as such court may judicially determine or indicate to be enforceable. Alternatively, if any court of competent jurisdiction finds that any restriction contained in this Award Agreement is unenforceable, and such restriction cannot be amended so as to make it enforceable, such finding shall not affect the enforceability of any of the other restrictions contained herein.

Non-Competition. As the Award is intended to encourage the Participant to continue employment with the Corporation or an Affiliate, during which time the Participant will have access to Confidential Information (a) In consideration as defined below), including Confidential Information first developed after the Grant Date, during the term of the Company’s grant of this Option, the Optionee agrees that for as long as the Optionee is employed by the Company and until the first anniversary of the date of termination of the OptioneeParticipant’s employment with the Company Corporation or any Affiliate and for a period of two (2) years following the termination of employment, regardless of the reason for or the manner of termination, the Participant shall not, without the written consent of the General Counsel of the Corporation or their designee, in any country or countries for which the Participant had development, marketing, innovation/technology (R&D), distribution, sales, administrative, operational/supply chain or manufacturing oversight responsibilities during the last two (2) years of the Participant’s employment or was provided with regular and material access to Confidential Information regarding the Corporation’s or an Affiliate's business operations in that country or countries during the last two (2) years of the Participant’s employment, either directly or indirectly, perform duties or undertake responsibilities for a Competitor (as defined below) that are the same or substantially similar to those duties or responsibilities that the Participant performed or undertook for the Corporation or an Affiliate during the two (2) year period prior to the end of the Participant’s employment with the Corporation or an Affiliate. “Confidential Information,” for purposes of this Section 19, shall mean (i) statutory trade secrets; (ii) proprietary information developed or acquired by the Corporation that does not rise to the level of a statutorily protectable trade secret and is made the property of the Corporation through this mutual Agreement of the parties; and (iii) information that is otherwise legally protectable. Such Confidential Information includes, but is not limited to, information in whatever form (including, without limitation, in written, oral, visual or electronic form or on any magnetic or optical disk or memory storage medium, as well as other physical items wherever located, and abstracts or summaries of the foregoing) relating to the business, suppliers, customers, products, affairs and finances of the Corporation or any Affiliate for the time being confidential to the Corporation or any Affiliate, as ideas, conceptions, compilations of data, and developments created by the case may beCorporation, such Optionee will whether or not directly patentable and whether or indirectlynot copyrightable, (i) engage in any business that operates a telematics business that is seeking and trade secrets including, without limitation, technical data and know-how relating to provide automotive manufacturers with an integrated hardware and service package that competes directly with the business of the Company Corporation or its Subsidiaries at any Affiliate, or any of their suppliers, customers, agents, distributors, shareholders or management, including (but not limited to) business plans, pricing strategies, financial information, patent rights, patent applications, information concerning tenders and potential contracts, information concerning proposed product ranges, product development information, employee and salary information, research and development activities or manufacturing methods that the time Participant creates, develops, receives, obtains or has knowledge of termination of such Optioneein connection with the Participant’s employment, and all other matters which relate to the business of the Corporation or any Affiliate and in respect of which information is not readily available in the ordinary course of such business to the Corporation's Competitors, whether or not such information (if in anything other than oral form) is marked confidential. “Competitor,” for purposes of this Section 19, means a person or entity who engages in a business that is the same or substantially the same as any aspect of the Business of the Corporation. “Competitive Business”)Business of the Corporation,” for purposes of this Section 19, is the development, production, sales and/or marketing of (i) health and hygiene products and related apparel; (ii) enter the employ of, or render any services to, any Person engaged in a Competitive Business, washroom and workplace protective and safety products; and (iii) acquire a financial interest inthe materials, packaging and other components/subcomponents of such products including, without limitation, non-wood plants and products derived therefrom including any fibers, pulps or otherwise become actively involved with, any person engaged in a Competitive Business, directly or indirectly, as an individual, partner, shareholder, officer, director, principal, agent, trustee or consultant, (iv) interfere with business relationships (whether formed before or after the date of this Award Agreement) between the Company or any of its Affiliates and customers, suppliers, Partners, members or investors of the Company or its Affiliates or (v) disparage the Company, its Directors, Officers or controlling stockholdersextracts. Notwithstanding the foregoing, if the Optionee may, directly Participant’s residence or indirectly own, solely as an investment, securities principal place of any Person engaged in the business of the Company or its Affiliates which are publicly traded on a national or regional stock exchange or employment on the over-the-counter market if the Optionee (i) is not a controlling Person of, or a member date of a group which controls, such Person and (ii) does not, direct or indirectly, own 5% or more acceptance of any class of securities of such Person. (b) It is expressly understood and agreed that although Optionee and Company consider the restrictions contained in this Section 7 and the following Section 8 to be reasonable, if a final judicial determination is made by a court of competent jurisdiction that the time or territory or any other restriction contained in this Award Agreement is an unenforceable restriction against Optioneein the States of California, Massachusetts, Oklahoma, Washington or in any other jurisdiction where any provision of this Section 19(b) prohibiting post-employment competition is prohibited or otherwise restricted by applicable law, then the provisions of this Award Agreement shall Section 19(b) will not be rendered void but shall be deemed amended apply to apply as to the extent any such maximum time and territory and to such maximum extent as such court may judicially determine provision is prohibited or indicate to be enforceable. Alternatively, if any court of competent jurisdiction finds that any restriction contained in this Award Agreement is unenforceable, and such restriction cannot be amended so as to make it enforceable, such finding shall not affect the enforceability of any of the other restrictions contained hereinotherwise restricted by applicable law.

Non-Competition. (a) In consideration WHL shall not, and shall not permit any of the Company’s grant of this Optionits subsidiaries, the Optionee agrees that for as so long as it or any of its subsidiaries is the Optionee is employed by Advisor (as defined in the Advisory Agreement, dated July 1, 1996, as amended, between the Company and until the first anniversary Advisor) and the Manager (as defined in the Management Agreements, dated July 1, 1996, as amended, between the Company, the Manager and the Centers) of the date of termination of the Optionee’s employment with the Company or any AffiliateCenters, as the case may be, such Optionee will not directly or indirectly, (i) engage to acquire any ownership interest in any business that operates a telematics business that is seeking to provide automotive manufacturers with an integrated hardware and service package that competes directly with shopping center properties or power centers in the business of the Company or its Subsidiaries at the time of termination of such Optionee’s employment, United States (a “"Competitive Business”)") or own an interest in, (ii) enter the employ ofas a partner, member, stockholder, co-venturer or render any services tootherwise, any Person engaged corporation, company, partnership, firm, association, enterprise or other entity that owns any ownership interest in a Competitive Business, PROVIDED that nothing contained in this Section 4 shall prohibit or restrain WHL or any of its subsidiaries or Affiliates from (iiia) acquire owning the interests it currently holds in Garden State Plaza, (b) acquiring shares of capital stock or other equity interests in any entity where such shares or interests represent a financial minority interest inof 5% or less of such entity's outstanding capital stock or equity interests, PROVIDED that such entity is not controlled by WHL or otherwise become actively involved with, any person engaged in a Competitive Business, directly or indirectly, such subsidiary and employees of the Westfield Group do not serve as an individual, partner, shareholder, executive officer, director, principal, agent, trustee manager or consultantadvisor to such entity, (ivc) interfere with business relationships (whether formed before or after the date of this Award Agreement) between the Company or any of its Affiliates and customers, suppliers, Partners, members or investors of the Company or its Affiliates or (v) disparage the Company, its Directors, Officers or controlling stockholders. Notwithstanding the foregoing, the Optionee may, directly or indirectly own, solely as an investment, securities acquiring indebtedness of any Person person, (d) acquiring by asset purchase, stock purchase, merger, consolidation or otherwise of any corporation, partnership or other business entity partially engaged in the business Competitive Business, PROVIDED that such activities relating to the Competitive Business do not exceed 5% of the Company revenues or its Affiliates which are publicly traded on a national net equity of such entity or regional stock exchange or on the over-the-counter market if the Optionee (i) is not a controlling Person ofsuch entity disposes of such Competitive Business within one year of such acquisition, or a member of a group which controls, such Person and (iie) does not, direct acquiring any interest in airport projects or indirectly, own 5% or more of any class of securities of such Personthe retail portions thereof. (b) It is expressly understood and agreed that although Optionee and Company consider the restrictions contained in this Section 7 and the following Section 8 to be reasonable, if a final judicial determination is made by a court of competent jurisdiction that the time or territory or any other restriction contained in this Award Agreement is an unenforceable restriction against Optionee, the provisions of this Award Agreement shall not be rendered void but shall be deemed amended to apply as to such maximum time and territory and to such maximum extent as such court may judicially determine or indicate to be enforceable. Alternatively, if any court of competent jurisdiction finds that any restriction contained in this Award Agreement is unenforceable, and such restriction cannot be amended so as to make it enforceable, such finding shall not affect the enforceability of any of the other restrictions contained herein.

Non-Competition. (a) In consideration of During the Company’s grant of this OptionEmployment Period, the Optionee agrees that for as long as the Optionee is employed by the Company and until the first anniversary of the date of following termination of the OptioneeExecutive’s employment with the Company or Company, Holdco and any Affiliateof their affiliates, during the “Restriction Period” (as hereinafter defined), the case may be, such Optionee will Executive shall not directly or indirectlyindirectly participate in or permit his name directly or indirectly to be used by or become associated with (including as an advisor, representative, agent, promoter, independent contractor, provider of personal services or otherwise) any person, corporation, partnership, firm, association or other enterprise or entity (a “person”) that is, or intends to be, engaged in any business which is in competition with any business of the Company, Holdco or any of their respective subsidiaries or controlled affiliates in any geographic area in which the Company, Holdco or any of their respective subsidiaries or controlled affiliates operate, compete or are engaged in such business or at such time intend so to operate, compete or become engaged in such business (a “Competitor”); provided, however, that the foregoing will not prohibit the Executive from participating in or becoming associated with a person if (i) engage less than 10% of the consolidated gross revenues of such person, together with its affiliates, derive from activities or businesses that are in competition with any business that operates a telematics business that is seeking to provide automotive manufacturers with an integrated hardware and service package that competes directly with the business of the Company or any of its Subsidiaries at the time of termination of such Optionee’s employment, subsidiaries or controlled affiliates (a “Competitive Business”), ) and (ii) enter the employ of, or render any services to, any Person engaged in a Competitive Business, (iii) acquire a financial interest in, or otherwise become actively involved with, any person engaged in a Competitive BusinessExecutive does not, directly or indirectly, participate in, become associated with, or otherwise have responsibilities that relate to the conduct or operations of, any Competitive Business that is conducted by such person or a division, group, or subsidiary or affiliate of such person . For purposes of this Agreement, the term “participate” includes any direct or indirect interest, whether as an individual, partner, shareholder, officer, director, principalemployee, partner, sole proprietor, trustee, beneficiary, agent, trustee or representative, independent contractor, consultant, advisor, provider of personal services, creditor, or owner (iv) interfere with business relationships (whether formed before or after the date other than by ownership of this Award Agreement) between the Company or any of its Affiliates and customers, suppliers, Partners, members or investors less than five percent of the Company or its Affiliates or (v) disparage the Company, its Directors, Officers or controlling stockholders. Notwithstanding the foregoing, the Optionee may, directly or indirectly own, solely as an investment, securities stock of any Person engaged in the business of the Company or its Affiliates which are publicly a publicly-held corporation whose stock is traded on a national or regional stock securities exchange or on the in an over-the-counter market if the Optionee (i) is not a controlling Person of, or a member of a group which controls, such Person and (ii) does not, direct or indirectly, own 5% or more of any class of securities of such Personmarket). (b) It is expressly understood and agreed that although Optionee and Company consider the restrictions contained in this Section 7 and the following Section 8 to be reasonable, if a final judicial determination is made by a court of competent jurisdiction that the time or territory or any other restriction contained in this Award Agreement is an unenforceable restriction against Optionee, the provisions of this Award Agreement shall not be rendered void but shall be deemed amended to apply as to such maximum time and territory and to such maximum extent as such court may judicially determine or indicate to be enforceable. Alternatively, if any court of competent jurisdiction finds that any restriction contained in this Award Agreement is unenforceable, and such restriction cannot be amended so as to make it enforceable, such finding shall not affect the enforceability of any of the other restrictions contained herein.

Non-Competition. (a) In consideration For so long as any Person is a Partner of the Company’s grant of this OptionPartnership, the Optionee agrees that and for as long as the Optionee is employed by the Company and until the first anniversary of the date of termination of the Optionee’s employment with the Company or any Affiliate, as the case may beone year thereafter, such Optionee will Person shall not directly or indirectly, (iand shall cause its Cable Affiliates not to) engage in any business that operates a telematics business that is seeking (or seek to provide automotive manufacturers with an integrated hardware and service package that competes directly with engage in) the business of acquiring, owning, financing, investing in, maintaining, operating or managing cable television systems, SMATV, MMDS, LMDS (and other similar systems) for the Company distribution of multi-channel video programming, other than direct broadcast satellite services to retail customers, in each case serving a municipality listed on Schedules 1 or its Subsidiaries at 2 or the time portion of termination a county listed on Schedules 1 or 2 that is served by the Partnership’s Systems (other than the business of such Optionee’s employment, acting as General Manager) (a the “Competitive Business”), ) or acquire or invest in (iior seek to acquire or invest in) enter the employ of, or render any services to, any Person engaged in a Competitive Business, (iii) acquire a financial interest in, or otherwise become actively involved with, any person engaged in a Competitive Business, directly or indirectly, as an individual, partner, shareholder, officer, director, principal, agent, trustee or consultant, (iv) interfere with business relationships (whether formed before or after the date of this Award Agreement) between the Company or any of its Affiliates and customers, suppliers, Partners, members or investors of the Company or its Affiliates or (v) disparage the Company, its Directors, Officers or controlling stockholders. Notwithstanding the foregoing, the Optionee may, directly or indirectly own, solely as an investment, securities of any Person engaged in the business of Business other than through the Company Partnership or its Affiliates which are publicly traded on a national or regional stock exchange or on the over-the-counter market if the Optionee (i) is not a controlling Person of, or a member of a group which controls, such Person and (ii) does not, direct or indirectly, own 5% or more of any class of securities of such PersonSubsidiaries. (b) It Notwithstanding the foregoing: (i) the provisions of Section 6.2(a) shall terminate upon the termination of the Partnership due to an Event of Termination, provided that, in the event the Partnership is expressly understood and agreed that although Optionee and Company consider the restrictions contained in this Section 7 and the following Section 8 to be reasonable, if terminated as a final judicial determination is made by a court result of competent jurisdiction that the time or territory or any other restriction contained in this Award Agreement is an unenforceable restriction against OptioneeEvent of Default, the provisions of this Award Agreement Section 6.2(a) shall continue for one year after such date of termination with respect to the Partner, or Cable Affiliate thereof, whose act or failure to act resulted in such Event of Default; (ii) any Partner (or Cable Affiliate thereof) may, without breaching the provisions of Section 6.2(a), own and invest in any securities of any Person whose common equity securities are registered pursuant to Sections 12(b) or 12(g) of the Securities Exchange Act of 1934, as amended, provided that such Partner and its Cable Affiliates (A) do not be rendered void but shall be deemed amended to apply as to Control such maximum time Person and territory and to (B) do not own, in the aggregate, more than 5% of the common equity securities of such maximum extent as such court may judicially determine Person; (iii) any Partner (or indicate to be enforceable. AlternativelyCable Affiliate thereof) may, if without breaching the provisions of Section 6.2(a), own, invest in or otherwise engage in any court Business in which the Partnership is precluded from engaging (by rule, regulation, law, order, judgment, decree or contract) by virtue of competent jurisdiction finds that any restriction contained in this Award Agreement is unenforceable, and such restriction cannot be amended so as to make it enforceable, such finding shall not affect the enforceability of Partnership’s affiliation with any of the other Partners (other than such Partner’s Related Partner); (iv) any Partner (or Cable Affiliate thereof) may, without breaching the provisions of Section 6.2(a), own any Beneficial Assets to the extent contemplated by the Contribution Agreement; (v) in the event that any Person breaches the provisions of Section 6.2(a) by virtue of an investment in another Person that engages in the Business (a “Competing Business”), then, provided that the annual revenues derived from such Competing Business are less than 10% of the total revenues of the Person in which such investment is made, such breaching Person shall have a reasonable opportunity to cure such breach by disposing of the assets comprising the Competing Business or by transferring the Competing Business, or the economic benefits derived therefrom, to the Partnership; (vi) no Partner (or Cable Affiliate thereof) shall be deemed to be in breach of the provisions of Section 6.2(a) by virtue of any action by a Person in which such Partner (or Cable Affiliate) has from time to time a non-Controlling investment; provided, that such Partner or its Cable Affiliate shall have used its reasonable best efforts (including through the exercise of any contractual or veto rights available to it or, in the case of future investments, the negotiation of appropriate restrictions) to prevent such Person from engaging in the Business; (vii) if a Partner is required under Section 7.5(c) to continue to own a portion of its Interest in the Partnership, the provisions of Section 6.2(a) shall cease to apply to such Partner on the date that is one year following the date of the earliest Transfer of any portion of such Partner’s Interest (or the Interest of such Partner’s Related Partner) pursuant to Section 7.5(c); and (viii) TCINS may continue to provide service to the Brazosport Independent School District and Nederland Independent School District under the agreements between TCINS and such School Districts that are to be attached to the Excess Capacity Leases. (c) The parties agree that the restrictions contained hereinapplicable to TWC under this Section 6.2 shall, notwithstanding that TWC is a division of TWE, be binding solely uxxx XXX, XXX shall be deemed to be a “stand alone” legal entity for all purposes of this Section 6.2 and the restrictions under this Section 6.2 will not bind TWE, other than to the extent any business or assets of TWE are included within TWC for internal reporting purposes.

Non-Competition. 1.1 The Participant hereby agrees that this Section 8 is reasonable and necessary in order to protect the legitimate business interests and goodwill of the Company, including the Company’s trade secrets, valuable confidential business and professional information, substantial relationships with prospective and existing customers and clients, and specialized training provided to the Participant and other employees of the Company. The Participant acknowledges and recognizes the highly competitive nature of the business of the Company and its Affiliates and accordingly agrees that during the term of Participant’s employment and for a period of two (2) years after the termination thereof (the “Restriction Period”): (a) In consideration The Participant will not directly or indirectly engage in any business substantially similar to any line of the Company’s grant of this Option, the Optionee agrees that for as long as the Optionee is employed business conducted by the Company and until the first anniversary or any of its Affiliates, including, but not limited to, where such engagement is as an officer, director, proprietor, employee, partner, investor (other than as a holder of less than 1% of the date outstanding capital stock of termination a publicly traded corporation), consultant, advisor, agent or sales representative, in any geographic region in which the Company or any of its Affiliates conducted business; (b) The Participant will not contact, solicit, perform services for, or accept business from any customer or prospective customer of the OptioneeCompany or any of its Affiliates; (c) The Participant will not directly or indirectly induce any employee of the Company or any of its Affiliates to: (1) engage in any activity or conduct which is prohibited pursuant to subparagraph 8.1(a); or (2) terminate such employee’s employment with the Company or any Affiliateof its Affiliates. Moreover, as the case may be, such Optionee Participant will not directly or indirectly, indirectly employ or offer employment (i) engage in connection with any business that operates a telematics substantially similar to any line of business that is seeking to provide automotive manufacturers with an integrated hardware and service package that competes directly with the business of conducted by the Company or any of its Subsidiaries at the time of termination of such Optionee’s employment, (a “Competitive Business”), (iiAffiliates) enter the employ of, or render any services to, any Person engaged in a Competitive Business, (iii) acquire a financial interest in, or otherwise become actively involved with, to any person engaged in a Competitive Business, directly or indirectly, as an individual, partner, shareholder, officer, director, principal, agent, trustee or consultant, (iv) interfere with business relationships (whether formed before or after the date of this Award Agreement) between who was employed by the Company or any of its Affiliates and customers, suppliers, Partners, members or investors of unless such person shall have ceased to be employed by the Company or any of its Affiliates for a period of at least 12 months; and (d) The Participant will not directly or indirectly assist others in engaging in any of the activities, which are prohibited under subparagraphs (va) disparage the Company, its Directors, Officers or controlling stockholders— (c) above. Notwithstanding the foregoing, if the Optionee may, directly or indirectly own, solely as an investment, securities Restriction Period set forth herein is shorter in duration following Participant’s termination of any Person engaged in the business of employment with the Company or and its Affiliates which are publicly traded on a national or regional stock exchange or on than in any other prior Award Agreement, the over-the-counter market Restriction Period set forth herein shall be the Restriction Period for all such prior Award Agreements and related Awards. Similarly, if the Optionee Restriction Period is longer in this Agreement than in prior Award Agreements, the Restriction Period set forth in such prior Award Agreements and related Awards shall be amended hereby and have the same applicable Restriction Period following Participant’s termination of employment with the Company and its Affiliates as set forth herein (i) is not a controlling Person of, or a member of a group which controls, and the Participant shall be deemed to have consented to such Person and (ii) does not, direct or indirectly, own 5% or more of any class of securities of such Personamendment by executing this Agreement). (b) 1.2 It is expressly understood and agreed that although Optionee the Participant and the Company consider the restrictions contained in this Section 7 and the following Section 8 to be reasonable, if a final judicial determination is made by a court of competent jurisdiction that the time or territory or any other restriction contained in this Award Agreement is an unenforceable restriction against Optioneethe Participant, the provisions of this Award Agreement shall not be rendered void but shall be deemed amended to apply as to such maximum time and territory and to such maximum extent as such court may judicially determine or indicate to be enforceableenforceable against such Participant. Alternatively, if any court of competent jurisdiction finds that any restriction contained in this Award Agreement is unenforceable, and such restriction cannot be amended so as to make it enforceable, such finding shall not affect the enforceability of any of the other restrictions contained herein. The restrictive covenants set forth in this Section 8 shall be extended by any amount of time that the Participant is in breach of such covenants, such that the Company receives the full benefit of the time duration set forth above.

Non-Competition. (a) In By and in consideration of the Company’s grant of this Option, the Optionee agrees that for as long as the Optionee is employed salary and benefits to be provided by the Company hereunder, including the severance arrangements set forth herein, and until the first anniversary further in consideration of the date of termination Executive’s exposure to the proprietary information of the Optionee’s employment with Company, the Executive covenants and agrees that, during the period commencing on the date hereof and ending twelve (12) months following the date upon which the Executive shall cease to be an employee of the Company and its subsidiaries (or any Affiliateother entity directly or indirectly controlled by such entities) (the “Restricted Period”), as the case may be, such Optionee will he shall not directly or indirectly, whether as an owner, partner, stockholder, principal, agent, employee, consultant or in any other relationship or capacity, (i) engage in any business that operates a telematics business that is seeking to provide automotive manufacturers with an integrated hardware and service package that competes directly with element of the business of Business (other than for the Company or its Subsidiaries at subsidiaries (or any other entity directly or indirectly controlled by such entities)) or otherwise compete with the time of termination of Company or its subsidiaries (or any other entity directly or indirectly controlled by such Optionee’s employment, (a “Competitive Business”entities), (ii) enter the employ of, or render any services torelated to the Business to any person, corporation, partnership or other entity (other than the Company or its subsidiaries (or any Person other entity directly or indirectly controlled by such entities)) engaged in a Competitive any element of the Business, or (iii) acquire an interest in any person, corporation, partnership or other entity described in clause (ii) above as a financial interest in, or otherwise become actively involved with, any person engaged in a Competitive Business, directly or indirectly, as an individual, partner, shareholder, officer, directorstockholder, principal, agent, trustee employee, consultant or consultantin any other relationship or capacity; provided, (iv) interfere with business relationships (whether formed before or after the date of this Award Agreement) between the Company or any of its Affiliates and customershowever, suppliersthat, Partners, members or investors of the Company or its Affiliates or (v) disparage the Company, its Directors, Officers or controlling stockholders. Notwithstanding notwithstanding the foregoing, the Optionee may, directly or indirectly own, solely as an investment, Executive may (x) engage in the businesses identified on Exhibit B hereto and (y) invest in securities of any Person engaged entity, solely for investment purposes and without participating in the business of the Company or its Affiliates which thereof, if (A) such securities are publicly traded on a any national or regional stock exchange or on securities exchange, (B) the over-the-counter market if the Optionee (i) Executive is not a controlling Person person of, or a member of a group which controls, such Person entity and (iiC) the Executive does not, direct directly or indirectly, own 51% or more of any class of securities of such Person. (b) It is expressly understood and agreed that although Optionee and Company consider entity. Notwithstanding the restrictions foregoing, the covenants contained in this Section 7 and the following Section 8 to be reasonable, if a final judicial determination is made by a court of competent jurisdiction that the time or territory or any other restriction contained in this Award Agreement is an unenforceable restriction against Optionee, the provisions of this Award Agreement 6.1(a) shall not be rendered void but shall be deemed amended to apply as to such maximum time and territory and to such maximum extent as such court may judicially determine or indicate to be enforceable. Alternatively, if any court of competent jurisdiction finds that any restriction contained in this Award Agreement is unenforceable, and such restriction cannot be amended so as to make it enforceable, such finding shall not affect the enforceability of any event of the other restrictions contained hereinExecutive’s termination of employment upon or after the expiration of the one-year renewal term in accordance with Section 1 above.

Non-Competition. (ai) In consideration of The Executive shall not during the Company’s grant of this Option, the Optionee agrees that for as long as the Optionee is employed by the Company and until the first anniversary of the date of termination of the OptioneeExecutive’s employment with the Company or any Affiliate, as and for two (2) years after the case may be, such Optionee will not directly or indirectly, Termination Date (i) engage in any business that operates a telematics business that is seeking to provide automotive manufacturers with an integrated hardware and service package that competes directly with the business of the Company or its Subsidiaries at the time of termination of such Optionee’s employment, (a “Competitive BusinessNon-Compete Restrictive Period”), (ii) enter the employ of, or render any services to, any Person engaged in a Competitive Business, (iii) acquire a financial interest in, or otherwise become actively involved with, any person engaged in a Competitive Business, directly or indirectly, as an individual, partner, shareholder, officer, director, principal, agent, trustee : (A) compete in the United States or consultant, (iv) interfere on the internet with business relationships (whether formed before respect to any “Competing Product or after the date of this Award Agreement) between Service,” which is defined to mean those products or services offered and/or under development by the Company or any of its Affiliates subsidiaries or affiliates during the Executive’s employment (both during the term of this Agreement and customersany periods prior to this Agreement whereby Executive was employed by the Company or its predecessors) with the Company of which the Executive has knowledge, suppliersor any product or service competitive with or intended to compete with such products or services, Partners, members or investors any product or service of the Company or any of its Affiliates subsidiaries or affiliates which the Executive acquired knowledge of as a result of, arising out of, or from his employment with the Company (vincluding its predecessors); and (B) disparage the Company, its Directors, Officers or controlling stockholders. Notwithstanding the foregoing, the Optionee may, directly or indirectly own, solely as an investmentinvest in, make loans to, operate, manage, control, participate in, consult with, or advise, any entity or person that provides a Competing Product or Service with the Company in the United States or on the internet. This covenant shall not prevent the Executive from having passive investments of less than five percent (5%) of the outstanding equity securities of any Person engaged in the business of the Company or its Affiliates which are publicly traded entity listed for trading on a national or regional stock exchange (as defined in the Securities Exchange Act of 1934) or on the over-the-counter market if the Optionee (i) is not a controlling Person of, or a member of a group which controls, such Person and any recognized automatic quotation system. (ii) does not, direct or indirectly, own 5% or more of If the Executive breaches any class of securities of such Person. (b) It is expressly understood and agreed that although Optionee and Company consider the restrictions covenant contained in this Section 7 6(a), the Executive agrees and the following Section 8 to be reasonable, if a final judicial determination is made by a court of competent jurisdiction acknowledges that the Non-Compete Restrictive Period shall be extended during the time or territory or of such breach. The Executive further agrees and acknowledges that, in the event of the Executive’s breach of any other restriction covenants contained in this Award Agreement is an unenforceable restriction against OptioneeSection 6(a), the provisions Non-Compete Restrictive Period may, to extent permitted by law, be extended for up to two (2) years, which shall commence upon either (x) a determination by the Company that the Executive has stopped breaching such covenants, or (y) the date of this Award Agreement shall not be rendered void but shall be deemed amended to apply as to such maximum time and territory and to such maximum extent as such court may judicially determine a court’s or indicate to be enforceable. Alternatively, if any court of competent jurisdiction finds arbitrator’s final determination that any restriction the Executive breached a covenant contained in this Award Agreement is unenforceable, and such restriction cannot be amended so as to make it enforceable, such finding shall not affect the enforceability of any of the other restrictions contained hereinSection 6(a).

Non-Competition. (a) In consideration of At all times while the Company’s grant of this Option, the Optionee agrees that for as long as the Optionee Executive is employed by the Company and until for a period of: (i) two (2) years after any termination of the first anniversary Executive’s 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 Term after any termination of the Executive’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 Executive shall not, directly or indirectly, engage in or have any interest in any person (whether as an employee, officer, director, partner, agent, security holder, creditor, consultant or otherwise) that directly or indirectly (or through any affiliated entity) competes with the Company’s Business (as defined below); provided that such provision shall not apply to the Executive’s ownership of securities of the Company or the acquisition by the Executive, solely as an investment, of securities of any issuer that is registered under Section 12(b) or 12(g) of the Securities Exchange Act of 1934, as amended and that are listed or admitted for trading on any United States national securities exchange or that are quoted on the National Association of Securities Dealers Automated Quotations System, or any similar system or automated dissemination of quotations of securities prices in common use, so long as the Executive does not control, acquire a controlling interest in or become a member of a group which exercises direct or indirect control of, more than five percent of any class of capital stock of such issuer. For purposes of this Section 6.1, the term “Business” shall mean the Business and any other business in which the Company is engaged prior to the delivery of a notice of termination by the Company or the Executive hereunder and which business the Company is engaged at the date of termination of the Optionee’s employment with the Company or any Affiliate, as the case may be, such Optionee will not directly or indirectly, (i) engage in any business that operates a telematics business that is seeking to provide automotive manufacturers with an integrated hardware and service package that competes directly with the business of the Company or its Subsidiaries at the time of termination of such OptioneeExecutive’s employment, (a “Competitive Business”), (ii) enter the employ of, or render any services to, any Person engaged in a Competitive Business, (iii) acquire a financial interest in, or otherwise become actively involved with, any person engaged in a Competitive Business, directly or indirectly, as an individual, partner, shareholder, officer, director, principal, agent, trustee or consultant, (iv) interfere with business relationships (whether formed before or after the date of this Award Agreement) between the Company or any of its Affiliates and customers, suppliers, Partners, members or investors of the Company or its Affiliates or (v) disparage the Company, its Directors, Officers or controlling stockholders. Notwithstanding the foregoing, the Optionee may, directly or indirectly own, solely as an investment, securities of any Person engaged in the business of the Company or its Affiliates which are publicly traded on a national or regional stock exchange or on the over-the-counter market if the Optionee (i) is not a controlling Person of, or a member of a group which controls, such Person and (ii) does not, direct or indirectly, own 5% or more of any class of securities of such Person. (b) It is expressly understood and agreed that although Optionee and Company consider the restrictions contained in this Section 7 and the following Section 8 to be reasonable, if a final judicial determination is made by a court of competent jurisdiction that the time or territory or any other restriction contained in this Award Agreement is an unenforceable restriction against Optionee, the provisions of this Award Agreement shall not be rendered void but shall be deemed amended to apply as to such maximum time and territory and to such maximum extent as such court may judicially determine or indicate to be enforceable. Alternatively, if any court of competent jurisdiction finds that any restriction contained in this Award Agreement is unenforceable, and such restriction cannot be amended so as to make it enforceable, such finding shall not affect the enforceability of any of the other restrictions contained herein.

Non-Competition. (a) In consideration The term of Non-Competition (herein so called) shall be for a term beginning on the Company’s grant of date hereof and continuing until (i) if this Option, Agreement is terminated during the Optionee agrees that for as long as the Optionee is employed Employment Period by either the Company and until or the Executive for any reason, the first anniversary of the date Date of termination Termination or (ii) if the Employment Period expires by reason of a Non-Renewal Notice, the last day of the Optionee’s employment with Employment Period. If this Agreement is terminated by the Executive for Good Reason prior to the beginning of the Employment Period the Executive shall not be bound by the provisions of this Section 9. (b) During the term of Non-Competition, the Executive will not (other than for the benefit of the Company or any Affiliate, as the case may be, such Optionee will not pursuant to this Agreement) directly or indirectly, individually or as an officer, director, employee, shareholder, consultant, contractor, partner, joint venturer, agent, equity owner or in any capacity whatsoever, (i) engage in any radio broadcasting business that operates transmits a telematics business primary or city-grade signal within a Metro Survey Area (as currently defined by The Arbitron Company in its Radio Markets Reports) in which a station directly operated by the Company transmits a primary or city-grade signal (1), with respect to the term of Non-Competition that is seeking during the Executive's employment, during such term of employment, and (2), with respect to provide automotive manufacturers with an integrated hardware and service package the term of Non-Competition that competes directly with is after the business term of the Company or its Subsidiaries at the time of termination of such Optionee’s Executive's employment, on the Date of Termination (all such areas being collectively called the "Geographic Area") (a “Competitive "Competing Business”"), (ii) enter the employ ofhire, attempt to hire, or render contact or solicit with respect to hiring any services toemployee of the Company, any Person engaged in a Competitive Business, or (iii) acquire a financial interest in, divert or otherwise become actively involved with, take away any person engaged in a Competitive Business, directly customers or indirectly, as an individual, partner, shareholder, officer, director, principal, agent, trustee or consultant, (iv) interfere with business relationships (whether formed before or after the date of this Award Agreement) between the Company or any of its Affiliates and customers, suppliers, Partners, members or investors suppliers of the Company or its Affiliates or (v) disparage in the Company, its Directors, Officers or controlling stockholdersGeographic Area. Notwithstanding the foregoing, the Optionee may, directly or indirectly own, solely as an investment, Company agrees that none of the following shall constitute a violation by Executive of this Section 6; (A) ownership by the Executive of less than five percent of the outstanding voting securities of any Person engaged publicly traded company that is a Competing Business so long as the Executive does not otherwise participate in such competing business in any way prohibited by the preceding sentence, (B) Executive serving in the business capacity of the Company or its Affiliates which are publicly traded on a national or regional stock exchange or on the over-the-counter market if the Optionee (i) is not a controlling Person ofdirector of SFX Entertainment, Inc., or (C) ownership of less than a member of a group which controls, such Person and (ii) does not, direct or indirectly, own 5% voting or more of any class of securities of such Person. (b) It is expressly understood and agreed that although Optionee and Company consider the restrictions contained equity interest in Resource Media, Phoenix. As used in this Section 7 9(b) (and in Section 6), "Company" shall include the following Section 8 to be reasonable, if a final judicial determination is made by a court of competent jurisdiction that the time or territory or any other restriction contained in this Award Agreement is an unenforceable restriction against Optionee, the provisions of this Award Agreement shall not be rendered void but shall be deemed amended to apply as to such maximum time Company and territory and to such maximum extent as such court may judicially determine or indicate to be enforceable. Alternatively, if any court of competent jurisdiction finds that any restriction contained in this Award Agreement is unenforceable, and such restriction cannot be amended so as to make it enforceable, such finding shall not affect the enforceability of any of the other restrictions contained hereinits subsidiaries.

Non-Competition. (a) In consideration of the Company’s grant of this Option, the The Optionee covenants and agrees that for as long as the Optionee is employed by the Company and until the first anniversary of the date of termination of during the Optionee’s employment with Employment and for a period of twelve (12) months (and such period shall be tolled on a day-to-day basis for each day during which the Company or any Affiliate, as the case may be, such Optionee will not directly or indirectly, (i) engage participates in any business that operates a telematics business that is seeking to provide automotive manufacturers with an integrated hardware and service package that competes directly with the business activity in violation of the Company or its Subsidiaries restrictions set forth in this Section 5(a)) following the Optionee’s termination of Employment, whether such termination occurs at the time of termination of such Optionee’s employment, (a “Competitive Business”), (ii) enter the employ of, or render any services to, any Person engaged in a Competitive Business, (iii) acquire a financial interest in, or otherwise become actively involved with, any person engaged in a Competitive Business, directly or indirectly, as an individual, partner, shareholder, officer, director, principal, agent, trustee or consultant, (iv) interfere with business relationships (whether formed before or after the date of this Award Agreement) between the Company or any of its Affiliates and customers, suppliers, Partners, members or investors insistence of the Company or its Affiliates or the Optionee (v) disparage the Company, its Directors, Officers or controlling stockholders. Notwithstanding the foregoingfor whatever reason), the Optionee maywill not, directly or indirectly indirectly, alone or in association with others, anywhere in the Territory (as defined below), own, solely manage, operate, control or participate in the ownership, management, operation or control of, or be connected as an investmentofficer, securities employee, investor, principal, joint venturer, shareholder, partner, director, consultant, agent or otherwise with, or have any financial interest (through stock or other equity ownership, investment of capital, the lending of money or otherwise) in, any Person engaged business, venture or activity that directly or indirectly competes, or is in planning, or has undertaken any preparation, to compete, with the business Business of the Company or any of its Immediate Affiliates which are publicly traded on (any Person who engages in any such business venture or activity, a national or regional stock exchange or on the over-the-counter market if the Optionee (i) is not a controlling Person of“Competitor”), or a member of a group which controls, such Person and (ii) does not, direct or indirectly, own 5% or more of any class of securities of such Person. (b) It is expressly understood and agreed except that although Optionee and Company consider the restrictions nothing contained in this Section 7 5(a) shall prevent the Optionee’s wholly passive ownership of two percent (2%) or less of the equity securities of any Competitor that is a publicly-traded company. For purposes of this Section 5(a), the “Business of the Company or any of its Immediate Affiliates” is that of arts and the following Section 8 to be reasonablecrafts, if a final judicial determination is made by a court of competent jurisdiction or framing specialty retailer or wholesaler providing materials, ideas and education for creative activities, or framing, as well as any other business that the time or territory Company or any other restriction contained in 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 not include any business, venture or activity whose gross receipts derived from the retail or wholesale sale of arts and crafts, or framing products and services (aggregated with the gross receipts derived from the retail and wholesale sale of such products or any related business, venture or activity) are less than ten percent (10%) of the aggregate gross receipts of such businesses, ventures or activities. For purposes of this Award Agreement is an unenforceable restriction against OptioneeSection 5(a), the provisions “Territory” is comprised of those states within the United States, those provinces of Canada, and any other geographic area in which the Company or any of its Immediate Affiliates was doing business or actively planning to do business 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. For purposes of this Award Agreement shall not be rendered void but shall be deemed amended to apply as to such maximum time and territory and to such maximum extent as such court may judicially determine or indicate to be enforceable. AlternativelySection, if any court of competent jurisdiction finds that any restriction contained in this Award Agreement is unenforceable, and such restriction cannot be amended so as to make it enforceable, such finding shall not affect the enforceability of any “Immediate Affiliates” means those Affiliates which are one of the other restrictions contained hereinfollowing: (i) a direct or indirect subsidiary of the Company, (ii) a parent to the Company or (iii) a direct or indirect subsidiary of such a parent.

Non-Competition. (a) In consideration of For the Company’s grant of this Option, the Optionee agrees that for as long as the Optionee is employed by the Company and until the first anniversary of period commencing on the date of termination of the Optioneethat Employee’s employment with the Company terminates, either voluntarily or any Affiliateinvoluntarily, and ending on the third anniversary thereof (unless the Employee is terminated by the Company other than for Cause (as defined in Article III), in which case for the case may beperiod commencing on the date the Company terminates the Employee and ending on the first anniversary thereof) Employee shall not, such Optionee will not without the Company’s prior written consent (i) own, manage, operate, control, or participate in the ownership, management, operation or control of, or be connected, directly or indirectly, as proprietor, partner, stockholder (i) engage other than ownership of not more than 20% of any class of securities of a publicly traded entity which engages in a Competing Activity, as defined herein), director, officer, executive, employee, agent, advisor, consultant, independent contractor, joint venturer, investor or in any other capacity or manner whatsoever, with any entity which engages in any business that operates a telematics business that is seeking to provide automotive manufacturers with an integrated hardware and service package that which directly or indirectly competes directly with the business “Business” of the Company or its Subsidiaries at Company, that being as defined in the time of termination of such Optionee’s employmentasset purchase agreement referred to in recital B hereof(collectively, (a the “Competitive BusinessCompeting Activity”), (ii) enter the employ of, or render any services to, any Person engaged in a Competitive Business, (iii) acquire a financial interest in, or otherwise become actively involved with, any person engaged in a Competitive Business, directly or indirectly, indirectly as an individualproprietor, partner, shareholderstockholder, director, officer, directorexecutive, principalemployee, agent, trustee or advisor, creditor, consultant, joint venturer, investor or in any other capacity or manner whatsoever, solicit or hire directly or indirectly (ivin connection with or to be involved in any Competing Activity) interfere with any person employed in the Company or the Subsidiaries business relationships (whether formed before on or after the date of this Award Agreementhereof, or (iii) between the Company directly or indirectly as proprietor, partner, stockholder, director, officer, executive, employee, agent, advisor, creditor, consultant, independent contractor, joint venturer, investor or in any of its Affiliates and customersother capacity or manner whatsoever, suppliers, Partners, members solicit directly or investors indirectly (in connection with any Competing Activity) any customers or accounts of the Company existing on or its Affiliates or (v) disparage after the Company, its Directors, Officers or controlling stockholders. Notwithstanding the foregoing, the Optionee may, directly or indirectly own, solely as an investment, securities of any Person engaged in the business of the Company or its Affiliates which are publicly traded on a national or regional stock exchange or on the over-the-counter market if the Optionee (i) is not a controlling Person of, or a member of a group which controls, such Person and (ii) does not, direct or indirectly, own 5% or more of any class of securities of such Persondate hereof. (b) It is expressly understood and agreed that although Optionee and Company consider the restrictions contained in this Section 7 and the following Section 8 to be reasonable, if a final judicial determination is made by a court of competent jurisdiction that the time or territory or any other restriction contained in this Award Agreement is an unenforceable restriction against Optionee, the provisions of this Award Agreement shall not be rendered void but shall be deemed amended to apply as to such maximum time and territory and to such maximum extent as such court may judicially determine or indicate to be enforceable. Alternatively, if any court of competent jurisdiction finds that any restriction contained in this Award Agreement is unenforceable, and such restriction cannot be amended so as to make it enforceable, such finding shall not affect the enforceability of any of the other restrictions contained herein.

Non-Competition. (a) In addition to the consideration specified in Section 5(b) below, in consideration of access to trade secrets and other proprietary information of the Company, and in consideration of the Company’s grant options and bonus specified in Sections 2 and 3 of this OptionAmendment, for a period (the "Noncompetition Period") from the Effective Date to the later of (x) two years thereafter or (y) one year after the Employee leaves the employ of the Company, Employee will not: (i) accept a position as an officer, director, employee, agent, consultant, representative of (A) a person or entity that is engaged in development of raw land for residential construction or in the construction and sale of single family homes in any area that includes metropolitan Denver, metropolitan Phoenix, South Florida, California, Texas, or any area in which the Continental Region has done business for the twelve preceding calendar months (collectively, the Optionee agrees that for "Prohibited Territory") or (B) any other person or entity that, as long as the Optionee is employed by the Company and until the first anniversary of the date of termination of the Optionee’s employment with the Company or any AffiliateEmployee's termination, as the case may be, such Optionee will not directly or indirectly, (i) engage in any business that operates a telematics business that is seeking to provide automotive manufacturers with an integrated hardware and service package that competes directly with the business of the Company or its Subsidiaries at the time of termination of such Optionee’s employment, (a “Competitive Business”), (ii) enter the employ of, or render any services to, any Person engaged in a Competitive Business, (iii) acquire a financial interest in, or otherwise become actively involved with, any person engaged in a Competitive Business, directly or indirectly, as an individual, partner, shareholder, officer, director, principal, agent, trustee or consultant, (iv) interfere with business relationships (whether formed before or after the date of this Award Agreement) between the Company or any of its Affiliates subsidiaries in the Prohibited Territory (an entity described in either part (A) or (B) is referred to in this Agreement as a "Competitor" and the activities described in part (A) as "Competing Activities"); (ii) acquire or fail to dispose of any stock or other ownership interest in any Competitor, other than investments equal to less than one per cent of the outstanding stock of any class issued by any publicly traded company; (iii) undertake any Competing Activities in the Prohibited Territory for his own account; (iv) solicit or seek business from any of the Company's customers, prospective customers, suppliers, Partners, members or investors prospective suppliers; or (v) hire or engage any employee of the Company or its Affiliates or (v) disparage the Company, its Directors, Officers or controlling stockholders. Notwithstanding the foregoing, the Optionee may, directly or indirectly own, solely as an investment, securities of induce any Person engaged in the business employee of the Company to leave his or its Affiliates which are publicly traded her employment with the Company on a national or regional stock exchange or on the over-the-counter market if the Optionee (i) is not a controlling Person of, or a member of a group which controls, such Person and (ii) does not, direct or indirectly, own 5% or more behalf of any class of securities of such PersonCompetitor. (b) It is expressly understood and agreed Upon termination of the Agreement (i) by the Company without Cause or (ii) by Employee for Good Reason, provided that although Optionee and the Company consider does not at such time have grounds for termination for Cause, the restrictions contained Company shall pay to Employee an amount equal to two times the sum referred to in this Section 7 8(c) of the Agreement as further consideration for Employee's agreement not to compete with the Company during the Noncompetition Period. (c) In consideration of the payment provided in part (b) above and the following options in bonus in Sections 2 and 3 above, Employee agrees that Section 8 to be reasonable, if a final judicial determination is made by a court 8(c) of competent jurisdiction that the time or territory or any other restriction contained in this Award Agreement is an unenforceable restriction against Optionee, the provisions of this Award Agreement shall not be rendered void but shall be deemed amended to apply as to such maximum time and territory and to such maximum extent as such court may judicially determine or indicate to be enforceable. Alternatively, if any court of competent jurisdiction finds that any restriction contained in this Award Agreement is unenforceable, and such restriction cannot be amended so as to make it enforceable, such finding shall not affect by deleting the enforceability of any of words three times in the other restrictions contained hereinsecond line thereof.

Non-Competition. (a) In consideration a. The Executive acknowledges that, during the course of the CompanyExecutive’s grant of this Option, the Optionee agrees that for as long as the Optionee is employed by employment or similar engagement with the Company and until its controlled affiliates (including their respective predecessors in interest), the first anniversary of the date of termination of the Optionee’s employment Executive has or will become familiar with the Company or any Affiliatetrade secrets of, as and other Confidential Information concerning, those entities and that the case may Executive’s services have been, and are reasonably expected to be, such Optionee will of special, unique and extraordinary value to the Company and its affiliates. As a result, the Executive agrees that, during the Noncompete Period, the Executive shall not directly or indirectlyindirectly own any interest in, (i) manage, control, participate in, be employed by, consult with, render services for, or in any manner engage in any business that operates a telematics business that is seeking to provide automotive manufacturers with an integrated hardware and service package that competes directly with the business of the Company or its Subsidiaries at the time of termination of such Optionee’s employment, (a “Competitive Business”), (ii) enter the employ of, or render Competing Business within any services to, any Person engaged geographical area in a Competitive Business, (iii) acquire a financial interest in, or otherwise become actively involved with, any person engaged in a Competitive Business, directly or indirectly, as an individual, partner, shareholder, officer, director, principal, agent, trustee or consultant, (iv) interfere with business relationships (whether formed before or after the date of this Award Agreement) between which the Company or any of its Affiliates controlled affiliates engage or have active plans at the Date of Termination to engage in such businesses. The Executive acknowledges and customersagrees that this restriction is without specific geographic limitation inasmuch as the Company and its affiliates conduct business on a nationwide and international basis, suppliersthat its sales and marketing prospects are for continued expansion both nationally and internationally, Partnersthat access to the Company’s Confidential Information would provide any national or international competitor with an unfair competitive advantage, members and that, therefore, the restrictions set forth in this section are reasonable and properly required for the adequate protection of the legitimate interests of the Company. Nothing herein shall prohibit the Executive from owning beneficially not more than 2% of any class of outstanding equity securities or investors other comparable interests of any issuer that is publicly traded, so long as the Executive has no active participation in the business of such issuer. For purposes hereof, the term “Competing Business” means any business that is engaged in the production or sale of products that compete with the products produced, distributed or sold by the Company or its Affiliates controlled affiliates (or (v) disparage the Company, its Directors, Officers or controlling stockholders. Notwithstanding the foregoing, the Optionee may, directly or indirectly own, solely as an investment, securities of any Person engaged are in the business process of being actively developed by such entities) as of the Company Date of Termination. This restriction shall not prevent the Executive from working for a subsidiary, division, venture or its Affiliates which are publicly traded on other business or functional service unit (collectively a national or regional stock exchange or on the over-the-counter market if the Optionee “Unit”) of a Competing Business so long as (i) such Unit is not itself a controlling Person ofCompeting Business, or a member of a group which controls, such Person and (ii) the Executive does not, direct not manage or indirectly, own 5% participate in business activities or more projects of any class of securities of such Person. Unit that is a Competing Business, and (biii) It is expressly understood and agreed that although Optionee and Company consider the restrictions Executive otherwise strictly complies with the restrictive covenants contained in this Section 7 and the following Section 8 to be reasonable, if a final judicial determination is made by a court of competent jurisdiction that the time or territory or any other restriction contained in this Award Agreement is an unenforceable restriction against Optionee, the provisions of this Award Agreement shall not be rendered void but shall be deemed amended to apply as to such maximum time and territory and to such maximum extent as such court may judicially determine or indicate to be enforceable. Alternatively, if any court of competent jurisdiction finds that any restriction contained in this Award Agreement is unenforceable, and such restriction cannot be amended so as to make it enforceable, such finding shall not affect the enforceability of any of the other restrictions contained hereinExhibit.

Non-Competition. (a) In consideration of the Company’s grant of this Option, the Optionee Each Member that is an Employee agrees that during such employment and for as long as the Optionee is employed by the Company 18 months following termination of employment, and each other Member (other than Employees) agrees that until the first anniversary earlier to occur of the date of termination of the Optionee’s employment with the Company or any Affiliate, as the case may be, such Optionee will not directly or indirectly, (i) engage in any business that operates 18 months after the date such Member no longer has a telematics business that is seeking to provide automotive manufacturers with an integrated hardware Membership Interest and service package that competes directly with (ii) twelve (12) months following the business consummation of a Drag-Along Transaction (as applicable, the Company or its Subsidiaries at the time of termination of such Optionee’s employment, (a “Competitive BusinessNon-Competition Period”), (ii) enter the employ ofexcept for Permitted Activities, or render any services to, any Person engaged in a Competitive Business, (iii) acquire a financial interest in, or otherwise become actively involved with, any person engaged in a Competitive Businesssuch Member will not, directly or indirectly, either individually or as an individuala principal, owner, partner, shareholder, officer, director, principal, agent, trustee or representative, consultant, contractor, employee, or as a director or officer of any company, corporation, partnership or association, or in any other manner or capacity whatsoever, except on behalf of the Company, its Subsidiaries, PubCo (ivand any successor or assign of PubCo) interfere with business relationships (whether formed before or after the date of this Award Agreement) between the Company or any of its Affiliates and customerssubsidiaries, suppliersbecome employed by, Partnerscontrol, members manage, carry on, join, lend money for, operate, engage in, establish, take steps to establish, perform services for, invest in, solicit investors for, consult for, do business with or investors otherwise engage in Business in the Restricted Area. Accordingly, except for any Permitted Activities, such Member, without the prior written consent of the Company Managing Member, agrees not to during the Non-Competition Period (A) establish, engage in, invest in or provide services for any Business in the Restricted Area; (B) solicit business for or on behalf of any person, business entity, or endeavor operating, or preparing to operate, any Business in the Restricted Area; or (C) engage in or contributes his, her or its Affiliates knowledge to any employment, work, business, or (v) disparage endeavor which would require such Member to use or disclose the Company, its Directors, Officers or controlling stockholders’s Confidential Information. Notwithstanding the foregoingforegoing to the contrary, the Optionee may, nothing in this Agreement shall be deemed to prohibit any Member from directly or indirectly ownowning or acquiring, solely as an a passive investment, securities of a mutual fund in which such Member has no management control or securities of any Person engaged in the business of the Company or its Affiliates which are publicly entity traded on a national or regional stock exchange or on the over-the-counter market Recognized Securities Exchange if the Optionee (i) such Member is not a controlling Person of, person of or a member of a group which controls, controls such Person entity and (ii) does not, direct directly or indirectly, own 5% beneficially or of record more than one percent (1.0%) of any class of securities of such Person. (b) It is expressly understood and agreed that although Optionee and Company consider the restrictions contained in this Section 7 and the following Section 8 to be reasonable, if a final judicial determination is made by a court of competent jurisdiction that the time or territory or any other restriction contained in this Award Agreement is an unenforceable restriction against Optionee, the provisions of this Award Agreement shall not be rendered void but shall be deemed amended to apply as to such maximum time and territory and to such maximum extent as such court may judicially determine or indicate to be enforceable. Alternatively, if any court of competent jurisdiction finds that any restriction contained in this Award Agreement is unenforceable, and such restriction cannot be amended so as to make it enforceable, such finding shall not affect the enforceability of any of the other restrictions contained herein.

Non-Competition. (aA) In consideration of The Employee understands and recognizes that his services to the Company’s grant Corporation are special and unique and agrees that, during the term of this OptionAgreement and, the Optionee agrees that for as long as the Optionee unless such termination is employed by the Company and until the first anniversary Employee pursuant to 7(A)(iii)(a) below, for a period of nine (9) months from the date of termination of the Optionee’s his employment with the Company or any Affiliatehereunder, as the case may be, such Optionee will he shall not directly or indirectly, (i) engage in any business that operates a telematics business that is seeking to provide automotive manufacturers with an integrated hardware and service package that competes directly with the business of the Company or its Subsidiaries at the time of termination of such Optionee’s employment, (a “Competitive Business”), (ii) enter the employ of, or render any services to, any Person engaged in a Competitive Business, (iii) acquire a financial interest in, or otherwise become actively involved with, any person engaged in a Competitive Businessmanner, directly or indirectly, on behalf of himself or any person, firm, partnership, joint venture, corporation or other business entity ("Person"), enter into or engage in any business engaged in the development or commercialization of products directly competitive with products of the Corporation, including products under development by the Corporation, either as an individualindividual for his own account, or as a partner, shareholderjoint venturer, executive, agent, consultant, salesperson, officer, directordirector or shareholder of a Person operating or intending to operate in the areas of therapeutics for congestive heart failure, principalcarbohydrate-based combinatorial chemistry, agentthe treatment of diseases by drugs which act through the modulation of superoxide dismutase, trustee or consultantCorporation's future business, proposed business or future research activities or any additional areas of business as shall be updated from time to time by the parties to take into account additional areas of business in which the Corporation may become engaged), within the geographic area of the Corporation's business. This Paragraph 5(A) shall not be construed to prohibit the ownership by Employee of not more than 1% of the capital stock of any corporation engaged in any of the foregoing businesses which has a class of securities registered pursuant to the Securities Exchange Act of 1934. (ivB) interfere with business relationships (whether formed before or after During the date term of this Award AgreementAgreement and for nine (9) between the Company or any of its Affiliates and customersmonths thereafter, suppliers, Partners, members or investors of the Company or its Affiliates or (v) disparage the Company, its Directors, Officers or controlling stockholders. Notwithstanding the foregoing, the Optionee mayEmployee shall not, directly or indirectly ownindirectly, solely as an investment, securities of any Person engaged in without the business prior written consent of the Company Corporation, solicit or its Affiliates which are publicly traded on a national induce any employee of the Corporation or regional stock exchange any affiliate to leave the employ of the Corporation or on any affiliate or hire for any purpose any employee of the over-the-counter market if Corporation or any affiliate or any employee who has left the Optionee (i) is not a controlling Person of, employment of the Corporation or a member any affiliate within six months of a group which controls, such Person and (ii) does not, direct or indirectly, own 5% or more the termination of any class of securities of such Person.said employee's employment with the Corporation; or (bC) It In the event that the Employee breaches any provisions of this Section 5 or there is expressly understood and agreed that although Optionee and Company consider a threatened breach, then, in addition to any other rights which the Corporation may have, the Corporation shall be entitled to seek injunctive relief to enforce the restrictions contained herein. In the event that an actual proceeding is brought in this Section 7 and the following Section 8 equity to be reasonable, if a final judicial determination is made by a court of competent jurisdiction that the time or territory or any other restriction contained in this Award Agreement is an unenforceable restriction against Optionee, enforce the provisions of this Award Agreement Section 5, the Corporation shall not be rendered void but shall prevented from seeking any other remedies which may be deemed amended to apply as to such maximum time and territory and to such maximum extent as such court may judicially determine or indicate to be enforceable. Alternatively, if any court of competent jurisdiction finds that any restriction contained in this Award Agreement is unenforceable, and such restriction cannot be amended so as to make it enforceable, such finding shall not affect the enforceability of any of the other restrictions contained hereinavailable.

Non-Competition. (a) In consideration a. The Participant hereby agrees that this Section 8 is reasonable and necessary in order to protect the legitimate business interests and goodwill of the Company, including the Company’s grant trade secrets, valuable confidential business and professional information, substantial relationships with prospective and existing customers and clients, and specialized training provided to the Participant and other employees of this Option, the Optionee Company. The Participant acknowledges and recognizes the highly competitive nature of the business of the Company and its Affiliates and accordingly agrees that during the term of Participant’s employment and for as long as a period of two (2) years after the Optionee is employed termination thereof (the “Restriction Period”): (i) The Participant will not directly or indirectly engage in any business substantially similar to any line of business conducted by the Company and until the first anniversary or any of its Affiliates, including, but not limited to, where such engagement is as an officer, director, proprietor, employee, partner, investor (other than as a holder of less than 1% of the date outstanding capital stock of termination a publicly traded corporation), consultant, advisor, agent or sales representative, in any geographic region in which the Company or any of its Affiliates conducted business; (ii) The Participant will not contact, solicit, perform services for, or accept business from any customer or prospective customer of the OptioneeCompany or any of its Affiliates; (iii) The Participant will not directly or indirectly induce any employee of the Company or any of its Affiliates to: (1) engage in any activity or conduct which is prohibited pursuant to subparagraph 8.1(a); or (2) terminate such employee’s employment with the Company or any Affiliateof its Affiliates. Moreover, as the case may be, such Optionee Participant will not directly or indirectly, indirectly employ or offer employment (i) engage in connection with any business that operates a telematics substantially similar to any line of business that is seeking to provide automotive manufacturers with an integrated hardware and service package that competes directly with the business of conducted by the Company or any of its Subsidiaries at the time of termination of such Optionee’s employment, (a “Competitive Business”), (iiAffiliates) enter the employ of, or render any services to, any Person engaged in a Competitive Business, (iii) acquire a financial interest in, or otherwise become actively involved with, to any person engaged in a Competitive Business, directly or indirectly, as an individual, partner, shareholder, officer, director, principal, agent, trustee or consultant, (iv) interfere with business relationships (whether formed before or after the date of this Award Agreement) between who was employed by the Company or any of its Affiliates and customers, suppliers, Partners, members or investors of unless such person shall have ceased to be employed by the Company or any of its Affiliates for a period of at least 12 months; and (iv) The Participant will not directly or indirectly assist others in engaging in any of the activities, which are prohibited under subparagraphs (va) disparage the Company, its Directors, Officers or controlling stockholders— (c) above. Notwithstanding the foregoing, if the Optionee may, directly or indirectly own, solely as an investment, securities Restriction Period set forth herein is shorter in duration following Participant’s termination of any Person engaged in the business of employment with the Company or and its Affiliates which are publicly traded on a national or regional stock exchange or on than in any other prior Award Agreement, the over-the-counter market Restriction Period set forth herein shall be the Restriction Period for all such prior Award Agreements and related Awards. Similarly, if the Optionee Restriction Period is longer in this Agreement than in prior Award Agreements, the Restriction Period set forth in such prior Award Agreements and related Awards shall be amended hereby and have the same applicable Restriction Period following Participant’s termination of employment with the Company and its Affiliates as set forth herein (i) is not a controlling Person of, or a member of a group which controls, and the Participant shall be deemed to have consented to such Person and (ii) does not, direct or indirectly, own 5% or more of any class of securities of such Personamendment by executing this Agreement). (b) b. It is expressly understood and agreed that although Optionee the Participant and the Company consider the restrictions contained in this Section 7 and the following Section 8 to be reasonable, if a final judicial determination is made by a court of competent jurisdiction that the time or territory or any other restriction contained in this Award Agreement is an unenforceable restriction against Optioneethe Participant, the provisions of this Award Agreement shall not be rendered void but shall be deemed amended to apply as to such maximum time and territory and to such maximum extent as such court may judicially determine or indicate to be enforceableenforceable against such Participant. Alternatively, if any court of competent jurisdiction finds that any restriction contained in this Award Agreement is unenforceable, and such restriction cannot be amended so as to make it enforceable, such finding shall not affect the enforceability of any of the other restrictions contained herein. The restrictive covenants set forth in this Section 8 shall be extended by any amount of time that the Participant is in breach of such covenants, such that the Company receives the full benefit of the time duration set forth above.

Non-Competition. The Employee acknowledges that the Employee (a) In consideration will perform services of a unique nature for the Company Group that are irreplaceable, and that the Employee’s performance of such services to a competing business will result in irreparable harm to the Company Group, (b) will have access to Confidential Information which, if disclosed, would unfairly and inappropriately assist in competition against the Company Group, (c) would inevitably use or disclose such Confidential Information in the course of the CompanyEmployee’s grant employment by a competitor, (d) will have access to the customers of this Optionthe Company Group, (e) will receive specialized training from the Company Group, and (f) will generate goodwill for the Company Group in the course of the Employee’s employment. Accordingly, during the Employment Term and for a period of 12 months immediately thereafter, the Optionee Employee agrees that for as long as the Optionee is employed by the Company and until the first anniversary of the date of termination of the Optionee’s employment with the Company or any AffiliateEmployee will not, as the case may be, such Optionee will not directly or indirectly, other than through the Company, engage or participate (i) or prepare to engage or participate), in any manner, whether directly or indirectly through an employee, employer, consultant, agent, principal, partner, more than 1% shareholder, officer, director, licensor, lender, lessor or in any other individual or representative capacity, in any business that operates a telematics business that or activity which is seeking to provide automotive manufacturers with an integrated hardware and service package that competes directly in competition with the business of the Company Group in the leasing, acquiring, exploring or its Subsidiaries at producing hydrocarbons and related products within the time of termination of such Optionee’s employment, (a “Competitive Business”), (ii) enter the employ boundaries of, or render any services towithin a ten-mile radius of the boundaries of, any Person engaged in a Competitive Business, (iii) acquire a financial mineral property interest in, or otherwise become actively involved with, of any person engaged in a Competitive Business, directly or indirectly, as an individual, partner, shareholder, officer, director, principal, agent, trustee or consultant, (iv) interfere with business relationships (whether formed before or after the date of this Award Agreement) between the Company or any of its Affiliates and customers, suppliers, Partners, members or investors member of the Company Group (including, without limitation, a mineral lease, overriding royalty interest, production payment, net profits interest, mineral fee interest or its Affiliates option or (v) disparage the Company, its Directors, Officers or controlling stockholders. Notwithstanding right to acquire any of the foregoing, the Optionee may, directly or indirectly own, solely an area of mutual interest as an investment, securities of designated pursuant to contractual agreements between any Person engaged in the business member of the Company Group and any third party), or its Affiliates any other property on which any of the Company Group has an option, right, license or authority to conduct or direct exploratory activities, such as three-dimensional seismic acquisition or other seismic, geophysical and geochemical activities (but not including any preliminary geological mapping), provided that the foregoing will not restrict the Employee from obtaining post-termination employment with an entity that only has de minimis operations in the restricted territory (as determined by the Board in good faith); provided that, this Section 7.4 will not preclude the Employee from making passive investments in securities of oil and gas companies which are publicly traded registered on a national or regional stock exchange or on the over-the-counter market exchange, if the Optionee (i) is the aggregate amount owned by the Employee and her spouse and children, if any, does not a controlling Person ofexceed 1% of such company’s outstanding securities, or a member of a group which controls, such Person and (ii) the aggregate amount invested in such investments by the Employee and her spouse and children does not, direct or indirectly, own 5% or more of any class of securities of such Personnot exceed $1,000,000. (b) It is expressly understood and agreed that although Optionee and Company consider the restrictions contained in this Section 7 and the following Section 8 to be reasonable, if a final judicial determination is made by a court of competent jurisdiction that the time or territory or any other restriction contained in this Award Agreement is an unenforceable restriction against Optionee, the provisions of this Award Agreement shall not be rendered void but shall be deemed amended to apply as to such maximum time and territory and to such maximum extent as such court may judicially determine or indicate to be enforceable. Alternatively, if any court of competent jurisdiction finds that any restriction contained in this Award Agreement is unenforceable, and such restriction cannot be amended so as to make it enforceable, such finding shall not affect the enforceability of any of the other restrictions contained herein.

Non-Competition. (a) In consideration The Optionee acknowledges and recognizes the highly competitive nature of the Company’s grant business of this Option, the Optionee Company and its Affiliates and accordingly agrees that during the term of the Optionee’s employment and for as long as the a period of [two (2) years] [one (1) year] [six (6) months] immediately thereafter: (i) The Optionee will not directly or indirectly engage in any business which is employed in competition with any line of business conducted by the Company and until the first anniversary or any of its Affiliates, including, but not limited to, where such engagement is as an officer, director, proprietor, employee, partner, investor (other than as a holder of less than 1% of the date outstanding capital stock of termination a publicly traded corporation), consultant, advisor, agent or sales representative, in any geographic region in which the Company or any of its Affiliates conducted any such competing line of business; (ii) The Optionee will not perform or solicit the performance of services for any customer or client of the OptioneeCompany or any of its Affiliates; (iii) The Optionee will not directly or indirectly induce any employee of the Company or any of its Affiliates to (1) engage in any activity or conduct which is prohibited pursuant to this subparagraph 9(a), or (2) terminate such employee’s employment with the Company or any Affiliateof its Affiliates. Moreover, as the case may be, such Optionee will not directly or indirectly, indirectly employ or offer employment (i) engage in connection with any business that operates a telematics which is in competition with any line of business that is seeking to provide automotive manufacturers with an integrated hardware and service package that competes directly with the business of conducted by the Company or any of its Subsidiaries at the time of termination of such Optionee’s employment, (a “Competitive Business”), (iiAffiliates) enter the employ of, or render any services to, any Person engaged in a Competitive Business, (iii) acquire a financial interest in, or otherwise become actively involved with, to any person engaged in a Competitive Business, directly or indirectly, as an individual, partner, shareholder, officer, director, principal, agent, trustee or consultant, (iv) interfere with business relationships (whether formed before or after the date of this Award Agreement) between who was employed by the Company or any of its Affiliates and customers, suppliers, Partners, members or investors of unless such person shall have ceased to be employed by the Company or any of its Affiliates or for a period of at least 12 months; and (viv) disparage the Company, its Directors, Officers or controlling stockholders. Notwithstanding the foregoing, the The Optionee may, will not directly or indirectly own, solely as an investment, securities of assist others in engaging in any Person engaged in the business of the Company or its Affiliates activities, which are publicly traded on a national or regional stock exchange or on the over-the-counter market if the Optionee prohibited under subparagraphs (i) is not a controlling Person of, or a member of a group which controls, such Person and - (iiiii) does not, direct or indirectly, own 5% or more of any class of securities of such Personabove. (b) It is expressly understood and agreed that although the Optionee and the Company consider the restrictions contained in this Section 7 and the following Section 8 9 to be reasonable, if a final judicial determination is made by a court of competent jurisdiction that the time or territory or any other restriction contained in this Award Agreement is an unenforceable restriction against the Optionee, the provisions of this Award Agreement shall not be rendered void but shall be deemed amended to apply as to such maximum time and territory and to such maximum extent as such court may judicially determine or indicate to be enforceable. Alternatively, if any court of competent jurisdiction finds that any restriction contained in this Award Agreement is unenforceable, and such restriction cannot be amended so as to make it enforceable, such finding shall not affect the enforceability of any of the other restrictions contained herein.

Non-Competition. (a) In consideration During the period of the CompanyExecutive’s grant of this Option, employment and through the Optionee agrees that for as long as the Optionee is employed by the Company and until the first second (2nd) anniversary of the date of termination of Termination Date (such period, the Optionee’s employment with “Restricted Period”), the Company or any AffiliateExecutive shall not, as the case may be, such Optionee will not either directly or indirectly, indirectly (and whether or not for compensation) (i) engage in the Business for the Executive’s own account in any business that operates a telematics business that is seeking to provide automotive manufacturers with an integrated hardware and service package that competes directly with the business state of the Company or its Subsidiaries at United States and in any other country, in each case as of the time of termination of such Optionee’s employmentTermination Date, in which the Employer Group (1) then conducts business, (a 2) has plans to conduct business within the Restricted Period or (3) has taken meaningful steps designed to conduct business in the future, even if the Employer Group’s plan to conduct business in such country would commence after the expiration of the Restricted Period (the “Competitive BusinessRestricted Territory”), (ii) enter the employ of, or render any services to, to or for any Person person or entity engaged in a Competitive Businessthe Business in any part of the Restricted Territory, (iii) acquire a financial interest in, or otherwise become actively involved with, any person or entity engaged in a Competitive Business, directly or indirectlythe Business in any part of the Restricted Territory, as an individual, partner, shareholderstockholder, member, officer, director, employee, principal, agent, trustee or consultant, or (iv) interfere with business relationships (whether formed before or after the date of this Award Agreement) between the Company Employer Group or any of its Affiliates direct or indirect parent or subsidiary thereof (each, a “Protected Party” and customerscollectively, suppliersthe “Protected Parties”), Partnerson the one hand, members and employees, clients or investors of suppliers of, or consultants to, any Protected Party, on the Company or its Affiliates or (v) disparage the Company, its Directors, Officers or controlling stockholdersother hand. Notwithstanding anything to the foregoingcontrary in this Agreement, the Optionee Executive may, directly or indirectly indirectly, own, solely through passive ownership as an investmenta portfolio investment (with no director designation rights or other special governance rights), securities of any Person person engaged in the business of the Company or its Affiliates Business which are publicly traded on a national or regional stock exchange or on the over-the-counter market if the Optionee Executive (i) is not a controlling Person person of, or a member of a group which controls, such Person person and (ii) does not, direct directly or indirectly, own 52% or more of any class of securities of such Personperson. (b) It is expressly understood and agreed that although Optionee and Company consider the restrictions contained in this Section 7 and the following Section 8 to be reasonable, if a final judicial determination is made by a court of competent jurisdiction that the time or territory or any other restriction contained in this Award Agreement is an unenforceable restriction against Optionee, the provisions of this Award Agreement shall not be rendered void but shall be deemed amended to apply as to such maximum time and territory and to such maximum extent as such court may judicially determine or indicate to be enforceable. Alternatively, if any court of competent jurisdiction finds that any restriction contained in this Award Agreement is unenforceable, and such restriction cannot be amended so as to make it enforceable, such finding shall not affect the enforceability of any of the other restrictions contained herein.

Non-Competition. (a) In consideration of Subject to subsection (c) hereof, Employee agrees that he will not during the period he is employed under this Agreement engage in, or otherwise directly or indirectly be employed by, or act as a consultant or lender to, or be a director, officer, employee, owner, or partner of, any other business or organization that is or shall then be competing in the coffee business with the Company’s grant of this Option. (b) Subject to subsection (c) hereof, the Optionee Employee agrees that for as long as the Optionee is a period of one (1) year after he ceases to be employed by the Company and until the first anniversary of the date of termination of the Optionee’s employment with the Company or any Affiliate, as the case may be, such Optionee under this Agreement: (i) Employee will not directly or indirectlyindirectly compete with or be engaged in the same coffee business as the Company, (i) engage in or be employed by, or act as consultant or lender to, or be a director, officer, employee, owner, or partner of, any business that operates a telematics business that is seeking to provide automotive manufacturers with an integrated hardware and service package that competes directly with the business of the Company or its Subsidiaries organization which, at the time of termination of such Optionee’s employmentcessation, (a “Competitive Business”), competes with or is engaged in the same coffee business as the Company; and (ii) enter the employ of, or render any services to, any Person engaged in a Competitive Business, (iii) acquire a financial interest in, or otherwise become actively involved with, any person engaged in a Competitive BusinessEmployee shall not, directly or indirectly, as an individualor by any act in concert with others, partneremploy, shareholderattempt to employ, officer, director, principal, agent, trustee recruit or consultant, (iv) interfere with business relationships (whether formed before otherwise solicit or after the date induce or influence to leave his or her employment any employee of this Award Agreement) between the Company or any of its Affiliates Company subsidiary. The Employee and customers, suppliers, Partners, members or investors of the Company or its Affiliates or (v) disparage agree that the Company, its Directors, Officers or controlling stockholders. Notwithstanding the foregoing, the Optionee may, directly or indirectly own, solely as an investment, securities of any Person engaged restrictions on competition in the coffee business of by the Employee with the Company or its Affiliates which are publicly traded on a national or regional stock exchange or on provided in this Section 5(b) shall be limited geographically to the over-the-counter market if the Optionee (i) is not a controlling Person of, or a member City of a group which controls, such Person and (ii) does not, direct or indirectly, own 5% or more of any class of securities of such PersonNew Haven. (bc) It The Employee and the Company agree that in the event of a default by the Company of any of its material obligations under this Agreement or under the Stock Purchase Agreement dated October 21, 1996 by and among Xxxxx X. Xxxxxx, Xxxxxx X. Xxxxxxxx, Xxxxxxxxxx'x Incorporated and New World Coffee, Inc., or under the promissory notes issued to Xxxxx X. Xxxxxx or Xxxxxx X. Xxxxxxxx pursuant to said Stock Purchase Agreement, which default is expressly understood and agreed that although Optionee and Company consider not cured in any applicable notice, grace, or cure period, the restrictions contained restrictive covenants of the Employee set forth in this Section 7 and the following Section 8 to be reasonable, if a final judicial determination is made by a court of competent jurisdiction that the time or territory or any other restriction contained in this Award Agreement is an unenforceable restriction against Optionee, the provisions of this Award Agreement 5 shall not be rendered void but shall be deemed amended to apply as to such maximum time and territory and to such maximum extent as such court may judicially determine or indicate to be enforceable. Alternatively, if any court of competent jurisdiction finds that any restriction contained in this Award Agreement is unenforceable, and such restriction cannot be amended so as to make it enforceable, such finding shall not affect the enforceability of any of the other restrictions contained hereinterminate automatically.

Non-Competition. (a) In consideration Without the consent in writing of the Company’s grant Board, Executive will not, at any time during the Term and for a period of this Optiontwo years following termination of Executive's employment for any reason, acting alone or in 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 Optionee agrees that for Company or any affiliate, or has supervised as long as an executive thereof, during the Optionee is employed last two years prior to such termination, or which was engaged in or planned by the Company and until or an affiliate at the first anniversary 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 date Company or any of termination its affiliates with whom Executive has had contacts or relationships, directly or indirectly, during and within the scope of the Optionee’s his employment with the Company or any Affiliateof its affiliates, as the case may be, such Optionee will not directly to curtail or indirectly, (i) engage in any cancel their business that operates a telematics business that is seeking to provide automotive manufacturers with an integrated hardware and service package that competes directly with the business of the Company or its Subsidiaries at the time of termination of any such Optionee’s employment, (a “Competitive Business”), (ii) enter the employ of, or render any services to, any Person engaged in a Competitive Business, affiliate; (iii) acquire a financial interest ininduce, or otherwise become actively involved withattempt to influence, any person engaged in a Competitive Business, directly or indirectly, as an individual, partner, shareholder, officer, director, principal, agent, trustee or consultant, (iv) interfere with business relationships (whether formed before or after the date employee of this Award Agreement) between the Company or any of its Affiliates and customersaffiliates to terminate employment; or (iv) solicit, suppliershire or retain as an employee or independent contractor, Partnersor assist any third party in the solicitation, members hire, or investors retention as an employee or independent contractor, any person who during the previous 12 months was an employee of the Company or its Affiliates any affiliate; PROVIDED, HOWEVER, that the limitation contained in clause (i) above shall not apply if Executive's employment is terminated as a result of 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 (vi), (ii), (iii), and (iv) disparage above are separate and distinct commitments independent of each of the Company, its Directors, Officers or controlling stockholdersother subparagraphs. Notwithstanding It is agreed that the foregoing, ownership of not more than one percent of the Optionee may, directly or indirectly own, solely as an investment, equity securities of any Person engaged in the business of the Company or its Affiliates which are publicly traded company having securities listed on a national or regional stock an exchange or on regularly traded in the over-the-counter market if the Optionee shall not, of itself, be deemed inconsistent with clause (i) is not a controlling Person of, or a member of a group which controls, such Person and (ii) does not, direct or indirectly, own 5% or more of any class of securities of such Person. (b) It is expressly understood and agreed that although Optionee and Company consider the restrictions contained in this Section 7 and the following Section 8 to be reasonable, if a final judicial determination is made by a court of competent jurisdiction that the time or territory or any other restriction contained in this Award Agreement is an unenforceable restriction against Optionee, the provisions of this Award Agreement shall not be rendered void but shall be deemed amended to apply as to such maximum time and territory and to such maximum extent as such court may judicially determine or indicate to be enforceable. Alternatively, if any court of competent jurisdiction finds that any restriction contained in this Award Agreement is unenforceable, and such restriction cannot be amended so as to make it enforceable, such finding shall not affect the enforceability of any of the other restrictions contained herein10(a).

Non-Competition. (a) In consideration Other than in connection with the performance of Seller’s obligations under the Ancillary Agreements, during the period that commences on the Closing Date and ends on the earlier of (i) the [***] anniversary of the Company’s grant of this Option, Closing Date and (ii) the Optionee agrees that for as long as the Optionee is employed by the Company and until the first [***] anniversary of the date on which the first New Drug Application is approved with respect to a Product, Seller shall not, and shall not permit any of termination of its affiliates (including the Optionee’s employment with the Company or any AffiliateCompany) to, as the case may be, such Optionee will not directly or indirectly, : (iA) engage in or assist any business that operates other person in engaging in (including through the grant of a telematics business that is seeking to provide automotive manufacturers with license or other right) the Restricted Business anywhere in the Territory or (B) have an integrated hardware and service package that competes directly with the business of the Company or its Subsidiaries at the time of termination of such Optionee’s employment, (a “Competitive Business”), (ii) enter the employ of, or render any services to, any Person engaged ownership interest in a Competitive Business, (iii) acquire a financial interest in, or otherwise become actively involved with, any person engaged that engages in a Competitive Businessthe Restricted Business in the Territory. Notwithstanding the foregoing, Seller or any of its affiliates may own, directly or indirectly, as an individual, partner, shareholder, officer, director, principal, agent, trustee or consultant, (iv) interfere with business relationships (whether formed before or after the date of this Award Agreement) between the Company or any of its Affiliates and customers, suppliers, Partners, members or investors of the Company or its Affiliates or (v) disparage the Company, its Directors, Officers or controlling stockholders. Notwithstanding the foregoing, the Optionee may, directly or indirectly own, solely as an investment, securities of any Person person engaged in the business of the Company or its Affiliates which are publicly traded on a national or regional stock exchange or on the over-the-counter market Restricted Business if the Optionee (i) Seller or its affiliate is not a controlling Person person of, or a member of a group (within the meaning of Section 13(d)(3) of the Securities Exchange Act of 1934) which controls, controls such Person person and (ii) does Seller and its affiliates collectively do not, direct directly or indirectly, own more than five percent (5% or more %) of any class of securities of such Personperson. (b) It is expressly understood During the period that commences on the Closing Date and agreed that although Optionee ends on the earlier of (i) the date on which Seller has been paid Milestone Payments in an amount equal to the Milestone Payment Cap and (ii) the date on which all Payment Obligors cease engaging in activities required to achieve Net Sales, Purchaser shall not, and shall not permit the Company consider the restrictions contained in this Section 7 and the following Section 8 to be reasonable, if a final judicial determination is made by a court of competent jurisdiction that the time or territory or any of its Affiliated Payment Obligors to, directly or indirectly: (A) engage in or assist any other restriction contained person in this Award Agreement is an unenforceable restriction against Optionee, engaging in (including through the provisions grant of a license or other right) the Restricted [***] = Portions of this Award Agreement shall not be rendered void but shall be deemed amended to apply as to such maximum time exhibit have been omitted and territory filed separately with the Securities and to such maximum extent as such court Exchange Commission. Confidential treatment requested under 17 C.F.R. Sections 200.80(b)(4) and 230.406. Business anywhere in the Territory; or (B) have an ownership interest in any person that engages in the Restricted Business in the Territory. Notwithstanding the foregoing, Purchaser may judicially determine own, directly or indicate to be enforceable. Alternativelyindirectly, if any court of competent jurisdiction finds that any restriction contained in this Award Agreement is unenforceable, and such restriction cannot be amended so as to make it enforceable, such finding shall not affect the enforceability securities of any person engaged in the Restricted Business if (i) Purchaser or its affiliate is not a controlling person of, or a member of a group (within the meaning of Section 13(d)(3) of the other restrictions contained hereinSecurities Exchange Act of 1934) which controls such person and (ii) Purchaser and its affiliates collectively do not, directly or indirectly, own more than five percent (5%) of any class of securities of such person.

Non-Competition. (a) In consideration For a period four years after the Closing (the "Restricted Period"), no Stockholder (other than Advance Capital Partners, L.P. and 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 grant of this Option, the Optionee agrees that for as long as the Optionee is employed by the Company and until the first anniversary of the date of termination of the Optionee’s employment with Surviving Corporation or the Company or any Affiliate, as the case may be, such Optionee will not directly or indirectly, (i) engage in any business that operates a telematics business that is seeking to provide automotive manufacturers with an integrated hardware and service package that competes directly with the business of the Company or its Subsidiaries at the time of termination of such Optionee’s employment, (a “Competitive Business”their respective subsidiaries), (ii) enter the employ of, or render any services to, any Person engaged in a Competitive Business, (iii) acquire a financial interest in, or otherwise become actively involved with, any person engaged in a Competitive Business, directly or indirectly, in 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, lend money or render financial or other assistance (other than customary professional courtesies afforded to members of the business community) to or participate in or be connected with, as an individualofficer, employee, partner, shareholderstockholder, officer, director, principal, agent, trustee or consultant, advisor or other similar capacity, any person (iv) interfere with business relationships (whether formed before other than the Surviving Corporation or after the date of this Award Agreement) between the Company or any their respective subsidiaries) that engages in the Tax and Accounting Software Business; provided, however, that, for the purposes of its Affiliates and customersthis Section 4.05, suppliers, Partners, members or investors ownership of securities having no more than five percent of the Company or its Affiliates or (v) disparage the Company, its Directors, Officers or controlling stockholders. Notwithstanding the foregoing, the Optionee may, directly or indirectly own, solely as an investment, securities outstanding voting power of any Person engaged competitor which are listed on any national securities exchange or traded actively in the business of the Company or its Affiliates which are publicly traded on a national or regional stock exchange or on the over-the-counter market if shall not be deemed to be in violation of this Section 4.05 so long as the Optionee person owning such securities has no other connection or relationship with such competitor that would not be permitted hereby. For purposes hereof, "Tax and Accounting Software Business" means (x) the business of developing, designing, publishing, marketing and distributing (i) is not a controlling Person oftax compliance software and services for tax and accounting professionals within corporations, or a member of a group which controlsbanks, such Person government agencies and accounting firms; (ii) does not, direct or indirectly, own 5% or more of any class of securities of such Person. accounting and practice management software and services marketed primarily to accounting firms; and (biii) It is expressly understood other tax and agreed that although Optionee accounting software products and services which are under development by the Company consider the restrictions contained in this Section 7 and the following Section 8 to be reasonable, if a final judicial determination is made by a court of competent jurisdiction that the time or territory or any other restriction contained in this Award Agreement is an unenforceable restriction against Optionee, the provisions of this Award Agreement shall not be rendered void but shall be deemed amended to apply as to such maximum time and territory and to such maximum extent as such court may judicially determine or indicate to be enforceable. Alternatively, if any court of competent jurisdiction finds that any restriction contained in this Award Agreement is unenforceable, and such restriction cannot be amended so as to make it enforceable, such finding shall not affect the enforceability of any of the other restrictions contained hereinClosing; and (y) the business of the Company's Rent Roll, Inc. subsidiary as of the Closing.

Non-Competition. 4.1. During the Employment Term and for a period of six (a6) In consideration months after employment of the Company’s grant of this Option, the Optionee agrees that for as long as the Optionee is employed Employee by the Company and until Bank or any of its affiliates has ended (whether or not such employment was pursuant to this Agreement), Employee will not, unless acting pursuant thereto or with the first anniversary prior written consent of the date Board of termination Directors of the Optionee’s employment with the Company or any Affiliate, as the case may be, such Optionee will not directly or indirectly, (i) engage in any business that operates a telematics business that is seeking to provide automotive manufacturers with an integrated hardware and service package that competes directly with the business of the Company or its Subsidiaries at the time of termination of such Optionee’s employment, (a “Competitive Business”), (ii) enter the employ of, or render any services to, any Person engaged in a Competitive Business, (iii) acquire a financial interest in, or otherwise become actively involved with, any person engaged in a Competitive BusinessBank, directly or indirectly, own, manage, operate, join, control, finance or participate in the ownership, management, operation, control or financing of, or be connected as an individual, partner, shareholder, officer, director, employee, partner, principal, agent, trustee representative, consultant or consultantotherwise with or use or permit his name to be used in connection with, any federally-chartered or state-chartered bank, bank holding company, savings and loan, thrift, savings and loan holding company or other financial institution offices which are located in Xxxxxxxxx, Xxxxxxx or Xxxxxx Counties or the Bank's market area (iv) interfere with business relationships (whether formed before or after the date "Area"), whichever is larger. The provisions of this Award AgreementSection 4.1 are in addition to any rights Bank may have under applicable law. 4.2. The foregoing restriction shall not be construed to prohibit the ownership by Employee of not more than five percent (5%) between the Company or any of its Affiliates and customers, suppliers, Partners, members or investors of the Company or its Affiliates or (v) disparage the Company, its Directors, Officers or controlling stockholders. Notwithstanding the foregoing, the Optionee may, directly or indirectly own, solely as an investment, securities of any Person engaged in the business of the Company or its Affiliates which are publicly traded on a national or regional stock exchange or on the over-the-counter market if the Optionee (i) is not a controlling Person of, or a member of a group which controls, such Person and (ii) does not, direct or indirectly, own 5% or more of any class of securities of any corporation which is engaged in the business of banking having a class of securities registered pursuant to the Securities Exchange Act of 1934, provided that such Person. (b) It is expressly understood ownership represents a passive investment and agreed that although Optionee and Company consider the restrictions contained neither Employee nor any group of persons, including Employee in this Section 7 and the following Section 8 any way, either directly or indirectly, manages or exercises control of any such corporation, guarantees any of its financial obligations, otherwise takes any part in its business, other than exercising his rights as a shareholder, or seeks to be reasonable, if a final judicial determination is made by a court of competent jurisdiction that the time or territory or any other restriction contained in this Award Agreement is an unenforceable restriction against Optionee, the provisions of this Award Agreement shall not be rendered void but shall be deemed amended to apply as to such maximum time and territory and to such maximum extent as such court may judicially determine or indicate to be enforceable. Alternatively, if any court of competent jurisdiction finds that any restriction contained in this Award Agreement is unenforceable, and such restriction cannot be amended so as to make it enforceable, such finding shall not affect the enforceability of do any of the foregoing. 4.3. This covenant not to compete is an inducement to cause the Bank to execute this Agreement and is a condition to, and consideration for, such employment and continued employment, raises, promotions, severance, and other restrictions contained hereinbenefits provided to Employee by the Bank.

Non-Competition. (aA) In consideration of The Employee understands and recognizes that his services to the Company’s grant Corporation are special and unique and agrees that, during the term of this OptionAgreement and, the Optionee agrees that for as long as the Optionee unless such termination is employed by the Company and until the first anniversary Employee pursuant to 7(A)(iii)(a) below, for a period of six (6) months from the date of termination of the Optionee’s his employment with the Company or any Affiliatehereunder, as the case may be, such Optionee will he shall not directly or indirectly, (i) engage in any business that operates a telematics business that is seeking to provide automotive manufacturers with an integrated hardware and service package that competes directly with the business of the Company or its Subsidiaries at the time of termination of such Optionee’s employment, (a “Competitive Business”), (ii) enter the employ of, or render any services to, any Person engaged in a Competitive Business, (iii) acquire a financial interest in, or otherwise become actively involved with, any person engaged in a Competitive Businessmanner, directly or indirectly, on behalf of himself or any person, firm, partnership, joint venture, corporation or other business entity ("Person"), enter into or engage in any business engaged in the development or commercialization of products directly competitive with products of the Corporation, including products under development by the Corporation, either as an individualindividual for his own account, or as a partner, shareholderjoint venturer, executive, agent, consultant, salesperson, officer, directordirector or shareholder of a Person operating or intending to operate in the areas of therapeutics for congestive heart failure, principalcarbohydrate-based combinatorial chemistry, agentthe treatment of diseases by drugs which act through the modulation of superoxide dismutase, trustee or consultantCorporation's future business, proposed business or future research activities or any additional areas of business as shall be updated from time to time by the parties to take into account additional areas of business in which the Corporation may become engaged), within the geographic area of the Corporation's business. This Paragraph 5(A) shall not be construed to prohibit the ownership by Employee of not more than 1% of the capital stock of any corporation engaged in any of the foregoing businesses which has a class of securities registered pursuant to the Securities Exchange Act of 1934. (ivB) interfere with business relationships (whether formed before or after During the date term of this Award AgreementAgreement and for six (6) between the Company or any of its Affiliates and customersmonths thereafter, suppliers, Partners, members or investors of the Company or its Affiliates or (v) disparage the Company, its Directors, Officers or controlling stockholders. Notwithstanding the foregoing, the Optionee mayEmployee shall not, directly or indirectly ownindirectly, solely as an investment, securities of any Person engaged in without the business prior written consent of the Company Corporation, solicit or its Affiliates which are publicly traded on a national induce any employee of the Corporation or regional stock exchange any affiliate to leave the employ of the Corporation or on any affiliate or hire for any purpose any employee of the over-the-counter market if Corporation or any affiliate or any employee who has left the Optionee (i) is not a controlling Person of, employment of the Corporation or a member any affiliate within six months of a group which controls, such Person and (ii) does not, direct or indirectly, own 5% or more the termination of any class of securities of such Person.said employee's employment with the Corporation; or (bC) It In the event that the Employee breaches any provisions of this Section 5 or there is expressly understood and agreed that although Optionee and Company consider a threatened breach, then, in addition to any other rights which the Corporation may have, the Corporation shall be entitled to seek injunctive relief to enforce the restrictions contained herein. In the event that an actual proceeding is brought in this Section 7 and the following Section 8 equity to be reasonable, if a final judicial determination is made by a court of competent jurisdiction that the time or territory or any other restriction contained in this Award Agreement is an unenforceable restriction against Optionee, enforce the provisions of this Award Agreement Section 5, the Corporation shall not be rendered void but shall prevented from seeking any other remedies which may be deemed amended to apply as to such maximum time and territory and to such maximum extent as such court may judicially determine or indicate to be enforceable. Alternatively, if any court of competent jurisdiction finds that any restriction contained in this Award Agreement is unenforceable, and such restriction cannot be amended so as to make it enforceable, such finding shall not affect the enforceability of any of the other restrictions contained hereinavailable.

Non-Competition. (a) In consideration During the Non-Compete Period and in the Restricted Region, neither Seller nor any of the Company’s grant of this Optionits Affiliates controlled by, the Optionee agrees that for as long as the Optionee is employed by the Company and until the first anniversary of the date of termination of the Optionee’s employment with the Company or any Affiliateforming a part of, as the case may be, such Optionee GE Aviation will not directly or indirectly, (i) manage, operate, engage in, or own directly or indirectly any Equity Interests in any business that operates a telematics business that is seeking to provide automotive manufacturers with an integrated hardware and service package that competes directly with Person engaged in (A) the Business or (B) the business of the Company or its Subsidiaries at the time of termination of such Optionee’s employmentdesigning, developing, operating, manufacturing, marketing, servicing and selling thrust reverser actuation systems (a “Competitive TRAS Business”), or (ii) enter actively assist any other party to compete with Buyer in the employ of, Business or render any services to, any Person engaged in a Competitive TRAS Business, (iii) acquire a financial interest in, or otherwise become actively involved with, any person engaged in a Competitive Business, directly or indirectly, as an individual, partner, shareholder, officer, director, principal, agent, trustee or consultant, (iv) interfere with business relationships (whether formed before or after the date of this Award Agreement) between the Company or any of its Affiliates and customers, suppliers, Partners, members or investors of the Company or its Affiliates or (v) disparage the Company, its Directors, Officers or controlling stockholders. Notwithstanding the foregoing, the Optionee may, directly or indirectly own, solely as an investment, securities of any Person engaged in the business of the Company or its Affiliates which are publicly traded on a national or regional stock exchange or on the over-the-counter market if the Optionee (i) is not a controlling Person of, or a member of a group which controls, such Person and (ii) does not, direct or indirectly, own 5% or more of any class of securities of such Person. (b) It is expressly understood For the purpose of this Section 5.13, “Buyer” will include its subsidiaries, divisions and agreed Affiliates as they may exist from time to time, and its successors and assigns, including any Person succeeding to title to the goodwill of the Business or the Purchased Assets from Buyer. (c) Notwithstanding the foregoing provisions of Section 5.13(a), and without implicitly agreeing that although Optionee and Company consider the restrictions contained following activities would be subject to the provisions of Section 5.13(a), nothing in this Section 7 and the following Section 8 to be reasonableAgreement shall preclude, if a final judicial determination is made by a court of competent jurisdiction that the time prohibit or territory restrict Seller or any other restriction contained Person that is a part of GE Aviation from engaging in any manner in any (i) Financial Services Business, (ii) Existing Business Activities, (iii) De Minimis Business or (iv) business activity that would otherwise violate Section 5.13(a) that is acquired from any Person (an “After-Acquired Business”) or is carried on by any Person that is acquired by or combined with Seller or any of their Affiliates in each case after the Closing (an “After-Acquired Company”); provided that with respect to this Award Agreement clause (iv), so long as within eighteen (18) months after the consummation of the purchase or other acquisition of the After-Acquired Business or the After-Acquired Company, Seller or such other Person, as applicable, signs a definitive agreement to dispose of, and subsequently disposes of, the relevant portion of the business or securities of the After-Acquired Business or the After-Acquired Company or at the expiration of such eighteen (18) month period the business of the After-Acquired Business or the After-Acquired Company complies with this Section 5.13; provided however, that no such disposition shall be required to the extent the revenue from the competing portion of the business of the After-Acquired Business or After-Acquired Company is an unenforceable restriction against Optionee, less than both (a) $15,000,000 and (b) 15% of the aggregate revenue of such After-Acquired Business or After-Acquired Company for the fiscal year immediately preceding the measurement date. (d) If at any time the provisions of this Award Agreement shall not Section 5.13 will be rendered void but shall determined to be deemed invalid or unenforceable, by reason of being vague or unreasonable as to area, duration or scope of activity, this Section 5.13 will be considered divisible and will become and be immediately amended to apply only such area, duration and scope of activity as to such maximum time and territory and to such maximum extent as such court may judicially determine or indicate will be determined to be enforceable. Alternatively, if reasonable and enforceable by the court or other body having jurisdiction over the matter; and this Section 5.13 as so amended will be valid and binding as though any court of competent jurisdiction finds that any restriction contained in this Award Agreement is unenforceable, and such restriction caninvalid or unenforceable provision had not be amended so as to make it enforceable, such finding shall not affect the enforceability of any of the other restrictions contained been included herein.

Non-Competition. (a) In consideration of Employee understands and agrees that during Employee’s employment with the Company, Employee will be provided access to specialized information related to Company Business and trade secrets, as well as the Company’s grant of customers and their confidential information. Employee further agrees that if this Optioninformation were used in competition against the Company, the Optionee Company would experience serious harm and the competitor would have a unique advantage against the Company. Employee hereby covenants and agrees that for as long as the Optionee is employed by the Company and until the first anniversary of the date of termination of the Optionee(A) at no time during Employee’s employment with the Company or any Affiliateand (B) at no time until the two years from the date of Employee’s termination (the “Non-Compete Period”), as the case may be, such Optionee will not directly or indirectly, Employee (i) develop, own, manage, operate, or otherwise engage in, participate in, represent in any business that operates a telematics business that is seeking to provide automotive manufacturers with an integrated hardware and service package that competes directly with way or be connected with, as officer, director, partner, owner, employee, agent, independent contractor, consultant, proprietor, stockholder or otherwise, any Competing Business in any geographic territory (within or outside the business of United States) in which the Company does business; or its Subsidiaries at the time of termination of such Optionee’s employment, (a “Competitive Business”), (ii) enter the employ of, or render act in any services to, any Person engaged in a Competitive Business, (iii) acquire a financial interest in, or otherwise become actively involved with, any person engaged in a Competitive Businessway, directly or indirectly, on behalf of any Competing Business, with the purpose or effect of soliciting, diverting or taking away any business, customer, client, supplier, or good will of the Company. The foregoing provisions shall not restrict Employee from (i) owning up to a 2% interest in a publicly traded company which is or engages in a Competing Business or (ii) acting as an individual, partner, shareholder, officer, director, principalemployee, agent, trustee independent contractor or consultantconsultant to any company or business which engages in multiple lines of business, (iv) interfere with business relationships (whether formed before or after the date of this Award Agreement) between the Company or any of its Affiliates and customers, suppliers, Partners, members or investors of the Company or its Affiliates or (v) disparage the Company, its Directors, Officers or controlling stockholders. Notwithstanding the foregoing, the Optionee may, directly or indirectly own, solely as an investment, securities of any Person engaged in the business of the Company or its Affiliates which are publicly traded on a national or regional stock exchange or on the over-the-counter market if the Optionee (i) is not a controlling Person of, or a member of a group which controls, such Person and (ii) does not, direct or indirectly, own 5% one or more of any class which may be a Competing Business, if Employee has no direct or indirect involvement, oversight or responsibility with respect to the unit, division, group or other area of securities of operations which cause such Person. (b) It is expressly understood and agreed that although Optionee and Company consider the restrictions contained in this Section 7 and the following Section 8 company or business to be reasonablea Competing Business. A “Competing Business” shall mean a company or business which is engaged, if a final judicial determination is made by a court of competent jurisdiction that the time or territory or any other restriction contained in this Award Agreement is an unenforceable restriction against Optioneeintends to engage in, the provisions manufacture, distribution, sale or marketing of any products which compete directly with the Company’s products or the Company Business. Employee acknowledges that this Award Agreement shall not be rendered void but shall be deemed amended to apply as to such maximum time and territory and to such maximum extent as such court may judicially determine or indicate to be enforceable. Alternativelycovenant has a unique, if any court of competent jurisdiction finds that any restriction contained in this Award Agreement is unenforceablesubstantial, and such restriction cannot be amended so as immeasurable value to make it enforceable, such finding shall not affect the enforceability of any of the other restrictions contained hereinCompany.

Non-Competition. From and 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) In consideration 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 grant of this Option, Properties (the Optionee agrees that for as long as the Optionee is employed by the Company and until the first anniversary of the date of termination of the Optionee’s employment with the Company or any Affiliate, as the case may be, such Optionee will not directly or indirectly, (i) engage in any business that operates a telematics business that is seeking to provide automotive manufacturers with an integrated hardware and service package that competes directly with the business of the Company or its Subsidiaries at the time of termination of such Optionee’s employment, (a “Competitive BusinessRestricted Area”), (iib) enter sell, license or otherwise permit any Person to use the employ 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, (x) the Restricted Parties may own, operate, lease, manage, control, engage in, invest in, act as a consultant or advisor to, or render a service that is used primarily for the operation of video lottery terminals outside of the state of Maryland, (y) the Restricted Parties may invest in any pooled investment vehicle if no Restricted Party is a controlling person of, or render any services toa member of a group which controls, any Person engaged in a Competitive Business, (iii) acquire a financial interest in, or otherwise become actively involved with, any person engaged in a Competitive Business, directly or indirectly, as an individual, partner, shareholder, officer, director, principal, agent, trustee or consultant, (iv) interfere with business relationships (whether formed before or after the date of this Award Agreement) between the Company or any of its Affiliates such pooled investment vehicle and customers, suppliers, Partners, members or investors of the Company or its Affiliates or (v) disparage the Company, its Directors, Officers or controlling stockholders. Notwithstanding the foregoing, the Optionee may, directly or indirectly may own, solely through passive ownership as an investmenta portfolio investment (with no director designation rights or other special governance rights), securities of any Person engaged in the business of the Company or its Affiliates person which are publicly traded on a national or regional stock exchange or on over the over-the-counter market if the Optionee no Restricted Party (i) is not a controlling Person person of, or a member of a group which controls, such Person person and (ii) does not, direct directly or indirectly, own indirectly owns 5% or more of any class of securities of such Person. person (z) the provisions set forth in clauses (a) and (b) It 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 expressly understood and agreed that although Optionee and Company consider the restrictions contained in this Section 7 and the following Section 8 to be reasonableincluded, if a final judicial determination is made by a court of competent jurisdiction that at the time of acquisition or territory merger, in any customer list, customer database or historical records of any Person that operates slot machines, table games or pari mutual wagering that Guarantor or any other restriction contained of its Affiliates acquires, in this Award Agreement is an unenforceable restriction against Optioneea 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 this Award Agreement the immediately preceding sentence shall not be rendered void but shall be deemed amended apply to apply as to or prohibit the acquisition by Guarantor or any of its Affiliates of another company that operates a business in the Restricted Area, or the ownership or operation of such maximum time business following such acquisition, that would otherwise violate clause (c) of the immediately preceding sentence; provided, that in the case of clauses (ii) and territory and to such maximum extent as such court may judicially determine or indicate to be enforceable. Alternatively, if any court of competent jurisdiction finds that any restriction contained in this Award Agreement is unenforceable, and such restriction cannot be amended so as to make it enforceable(iii), such finding shall not affect the enforceability of any acquired Person or its Subsidiaries operates multiple gaming or wagering locations outside of the other restrictions contained hereinRestricted Area.

Non-Competition. (a) In consideration Executive acknowledges and recognizes the highly competitive nature of the Company’s grant business of this Option, the Optionee agrees that for as long as the Optionee is employed by the Company and until the first anniversary of the date of termination of the Optionee’s employment with the Company or any Affiliateits affiliates and accordingly agrees as follows: During his employment, as the case may beExecutive will not, such Optionee will not directly or indirectly, (ia) engage in any business that operates a telematics business that is seeking to provide automotive manufacturers with an integrated hardware and service package for Executive’s own account that competes directly with the business of the Company or its Subsidiaries at affiliates (including, without limitation, businesses which the time of termination Company or its affiliates have specific plans to conduct in the future and as to which Executive is aware of such Optionee’s employment, (a “Competitive Business”planning), (iib) enter the employ of, or render any services to, any Person person engaged in a Competitive Businessany business that competes with the business of the Company or its affiliates, (iiic) acquire a financial interest in, or otherwise become actively involved with, in any person engaged in a Competitive Businessany business that competes with the business of the Company or its affiliates, directly or indirectly, as an individual, partner, shareholderstockholder, officer, director, principal, agent, trustee or consultant, or (ivd) interfere with business relationships (whether formed before or after the date of this Award Agreement) between the Company or any of its Affiliates affiliates and customers, suppliers, Partnerspartners, members or investors of the Company or its Affiliates or (v) disparage affiliates. Without limiting the Company, its Directors, Officers or controlling stockholders. Notwithstanding generality of the foregoing, Executive agrees that any designer, manufacturer, wholesaler or retailer which designs, manufactures, markets or sells specialty apparel, clothing or accessories to primarily the Optionee age groups between fourteen (14) and thirty-five (35) and where such designer, manufacturer, wholesaler or retailer operates a retail store within seventy-five (75) miles of any location of the Company or any subsidiary or affiliate, would be “in competition with the business of the Company” or its subsidiaries or affiliates. Notwithstanding anything to the contrary in this Agreement, Executive may, directly or indirectly indirectly, own, solely as an investment, securities of any Person person engaged in the business of the Company or its Affiliates affiliates which are publicly traded on a national or regional stock exchange or on the an over-the-counter market if the Optionee Executive (i) is not a controlling Person person of, or a member of a group which controls, such Person person and (ii) does not, direct directly or indirectly, own five percent (5% %) or more of any class of securities of such Personperson. (b) It is expressly understood and agreed that although Optionee and Company consider the restrictions contained in this Section 7 and the following Section 8 to be reasonable, if a final judicial determination is made by a court of competent jurisdiction that the time or territory or any other restriction contained in this Award Agreement is an unenforceable restriction against Optionee, the provisions of this Award Agreement shall not be rendered void but shall be deemed amended to apply as to such maximum time and territory and to such maximum extent as such court may judicially determine or indicate to be enforceable. Alternatively, if any court of competent jurisdiction finds that any restriction contained in this Award Agreement is unenforceable, and such restriction cannot be amended so as to make it enforceable, such finding shall not affect the enforceability of any of the other restrictions contained herein.

Non-Competition. (a) In consideration The term of Non-Competition (herein so called) shall be for a term beginning on the Company’s grant of date hereof and continuing until (i) if this Option, Agreement is terminated during the Optionee agrees that for as long as the Optionee is employed Employment Period by either the Company and until or the Executive for any reason, the first anniversary of the date Date of termination Termination or (ii) if the Employment Period expires by reason of a Non-Renewal Notice, the last day of the Optionee’s employment with Employment Period. (b) During the term of Non-Competition, the Executive will not (other than for the benefit of the Company or any Affiliate, as the case may be, such Optionee will not pursuant to this Agreement) directly or indirectly, individually or as an officer, director, employee, shareholder, consultant, contractor, partner, joint venturer, agent, equity owner or in any capacity whatsoever, (i) engage in any radio broadcasting business that operates transmits a telematics business primary or city-grade signal within a Metro Survey Area (as currently defined by The Arbitron Company in its Radio Markets Reports) in which a station directly operated by the Company transmits a primary or city-grade signal (1), with respect to the term of Non-Competition that is seeking during the Executive's employment, during such term of employment, and (2), with respect to provide automotive manufacturers with an integrated hardware and service package the term of Non-Competition that competes directly with is after the business term of the Company or its Subsidiaries at the time of termination of such Optionee’s Executive's employment, on the Date of Termination (all such areas being collectively called the "Geographic Area") (a “Competitive "Competing Business”"), (ii) enter the employ ofhire, attempt to hire, or render contact or solicit with respect to hiring any services toemployee of the Company, any Person engaged in a Competitive Business, or (iii) acquire a financial interest in, divert or otherwise become actively involved with, take away any person engaged in a Competitive Business, directly customers or indirectly, as an individual, partner, shareholder, officer, director, principal, agent, trustee or consultant, (iv) interfere with business relationships (whether formed before or after the date of this Award Agreement) between the Company or any of its Affiliates and customers, suppliers, Partners, members or investors suppliers of the Company or its Affiliates or (v) disparage in the Company, its Directors, Officers or controlling stockholdersGeographic Area. Notwithstanding the foregoing, the Optionee may, directly or indirectly own, solely as an investment, Company agrees that the Executive may own less than five percent of the outstanding voting securities of any Person engaged in the business of the Company or its Affiliates which are publicly traded on company that is a national or regional stock exchange or on Competing Business so long as the over-the-counter market if Executive does not otherwise participate in such competing business in any way prohibited by the Optionee (i) is not a controlling Person of, or a member of a group which controls, such Person and (ii) does not, direct or indirectly, own 5% or more of any class of securities of such Person. (b) It is expressly understood and agreed that although Optionee and Company consider the restrictions contained preceding clause. As used in this Section 7 9(b) (and in Section 6), "Company" shall include the following Section 8 to be reasonable, if a final judicial determination is made by a court of competent jurisdiction that the time or territory or any other restriction contained in this Award Agreement is an unenforceable restriction against Optionee, the provisions of this Award Agreement shall not be rendered void but shall be deemed amended to apply as to such maximum time Company and territory and to such maximum extent as such court may judicially determine or indicate to be enforceable. Alternatively, if any court of competent jurisdiction finds that any restriction contained in this Award Agreement is unenforceable, and such restriction cannot be amended so as to make it enforceable, such finding shall not affect the enforceability of any of the other restrictions contained hereinits subsidiaries.

Non-Competition. (a1) In consideration of During the Company’s grant of this Optionterm hereof, without approval by the Board, the Optionee agrees that for as long as the Optionee is employed by the Company and until the first anniversary of the date of termination of the Optionee’s employment with the Company or any AffiliateEmployee will not, as the case may be, such Optionee will not directly or indirectly, (i) engage in any business that operates a telematics business that is seeking to provide automotive manufacturers with an integrated hardware and service package that competes directly with the business of the Company or its Subsidiaries at the time of termination of such Optionee’s employment, (a “Competitive Business”), (ii) enter the employ of, or render any services to, any Person engaged in a Competitive Business, (iii) acquire a financial interest in, or otherwise become actively involved with, any person engaged in a Competitive Businessinterested, directly or indirectly, as an individualowner, employee, director, partner, shareholder, officer, director, principal, agent, trustee or consultant, through stock ownership (ivexcept ownership of not more than one percent (1%) interfere with business relationships (whether formed before or after the date of this Award Agreement) between the Company or any of its Affiliates and customers, suppliers, Partners, members or investors of the Company or its Affiliates or (v) disparage the Company, its Directors, Officers or controlling stockholders. Notwithstanding the foregoing, the Optionee may, directly or indirectly own, solely as an investment, securities of any Person engaged in the business of the Company or its Affiliates which are publicly traded on a national or regional stock exchange or on the over-the-counter market if the Optionee (i) is not a controlling Person of, or a member of a group which controls, such Person and (ii) does not, direct or indirectly, own 5% or more of any class of securities of a corporation which is publicly traded), investment of capital, lending of money or property, rendering of services, or otherwise, either alone or in association with others, in any business which competes directly or indirectly with the business of the Employer, (ii) induce or attempt to induce any customer of the Employer to reduce such Personcustomer's business with the Employer, or (iii) solicit any of the Employer's employees to leave the employ of the Employer or employ any of such Employees, except for the Employee's administrative assistant. (b2) It For a period of one (1) year after any termination of employment, the Employee will not, directly or indirectly, (i) engage or become interested, directly or indirectly, as owner, employee, director, partner, consultant, through stock ownership (except ownership of not more than five percent (5%) of any class of securities of a corporation which is expressly understood publicly traded), investment of capital, lending of money or property, rendering of services, or otherwise, either alone or in association with others, in any healthcare real estate investment trust financing business which competes directly and agreed materially with the business of the Employer or (ii) solicit any of the Employer's employees to leave the employ of the Employer or employ any of such employees, except for the Employee's administrative assistant. The Employee recognizes and acknowledges that although Optionee his obligations under this Section 5.1(b) are limited to the geographic areas in which the Employer is doing business at the time of the expiration or termination of this Agreement. (3) As used in Sections 5.1, 5.2, 7.2 and Company consider 7.3, the term "Employer" shall mean Meditrust Corporation or its subsidiaries and affiliates. The restrictions contained on the Employee set forth in this Section 7 and the following Section 8 to be reasonable, if a final judicial determination is made by a court of competent jurisdiction that the time or territory or any other restriction contained in this Award Agreement is an unenforceable restriction against Optionee, the provisions of this Award Agreement 5.1 shall not be rendered void but shall be deemed amended to apply as to such maximum time and territory and to such maximum extent as such court may judicially determine or indicate to be enforceable. Alternatively, if any court in the case of competent jurisdiction finds that any restriction contained a Termination Upon a Change in this Award Agreement is unenforceable, and such restriction cannot be amended so as to make it enforceable, such finding shall not affect the enforceability of any of the other restrictions contained hereinControl.

Non-Competition. (a) In consideration of the Company’s grant of this Option, the The Optionee covenants and agrees that for as long as the Optionee is employed by the Company and until the first anniversary of the date of termination of during the Optionee’s employment with Employment and for a period of twenty-four (24) months (and such period shall be tolled on a day-to-day basis for each day during which the Company or any Affiliate, as the case may be, such Optionee will not directly or indirectly, (i) engage participates in any business that operates a telematics business that is seeking to provide automotive manufacturers with an integrated hardware and service package that competes directly with the business activity in violation of the Company or its Subsidiaries restrictions set forth in this Section 5(a)) following the Optionee’s termination of Employment, whether such termination occurs at the time of termination of such Optionee’s employment, (a “Competitive Business”), (ii) enter the employ of, or render any services to, any Person engaged in a Competitive Business, (iii) acquire a financial interest in, or otherwise become actively involved with, any person engaged in a Competitive Business, directly or indirectly, as an individual, partner, shareholder, officer, director, principal, agent, trustee or consultant, (iv) interfere with business relationships (whether formed before or after the date of this Award Agreement) between the Company or any of its Affiliates and customers, suppliers, Partners, members or investors insistence of the Company or its Affiliates or the Optionee (v) disparage the Company, its Directors, Officers or controlling stockholders. Notwithstanding the foregoingfor whatever reason), the Optionee maywill not, directly or indirectly indirectly, alone or in association with others, anywhere in the Territory (as defined below), own, solely manage, operate, control or participate in the ownership, management, operation or control of, or be connected as an investmentofficer, securities employee, investor, principal, joint venturer, shareholder, partner, director, consultant, agent or otherwise with, or have any financial interest (through stock or other equity ownership, investment of capital, the lending of money or otherwise) in, any Person engaged business, venture or activity that directly or indirectly competes, or is in planning, or has undertaken any preparation, to compete, with the business Business of the Company or any of its Immediate Affiliates which are publicly traded on (any Person who engages in any such business venture or activity, a national or regional stock exchange or on the over-the-counter market if the Optionee (i) is not a controlling Person of“Competitor”), or a member of a group which controls, such Person and (ii) does not, direct or indirectly, own 5% or more of any class of securities of such Person. (b) It is expressly understood and agreed except that although Optionee and Company consider the restrictions nothing contained in this Section 7 5(a) shall prevent the Optionee’s wholly passive ownership of two percent (2%) or less of the equity securities of any Competitor that is a publicly-traded company. For purposes of this Section 5(a), the “Business of the Company or any of its Immediate Affiliates” is that of (i) arts and the following Section 8 to be reasonablecrafts, if a final judicial determination is made by a court of competent jurisdiction (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 time or territory Company or any other restriction contained in 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 not include any business, venture or activity whose gross receipts derived from the retail or wholesale sale of arts and crafts, or framing products and services (aggregated with the gross receipts derived from the retail and wholesale sale of such products or any related business, venture or activity) are less than ten percent (10%) of the aggregate gross receipts of such businesses, ventures or activities. For purposes of this Award Agreement is an unenforceable restriction against OptioneeSection 5(a), the provisions “Territory” is comprised of those states within the United States, those provinces of Canada, and any other geographic area in which the Company or any of its Immediate Affiliates was doing business or actively planning to do business 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. For purposes of this Award Agreement shall not be rendered void but shall be deemed amended to apply as to such maximum time and territory and to such maximum extent as such court may judicially determine or indicate to be enforceable. AlternativelySection, if any court of competent jurisdiction finds that any restriction contained in this Award Agreement is unenforceable, and such restriction cannot be amended so as to make it enforceable, such finding shall not affect the enforceability of any “Immediate Affiliates” means those Affiliates which are one of the other restrictions contained hereinfollowing: (i) a direct or indirect subsidiary of the Company, (ii) a parent to the Company or (iii) a direct or indirect subsidiary of such a parent.

Non-Competition. (a) A. Employee acknowledges that his services to be rendered are of a special and unusual character and have unique value to the Company, the loss of which cannot adequately be compensated by damages in an action at law. In consideration view of the Company’s grant unique value of the services, and because of the Confidential Information to be obtained by or disclosed to you, and as a material inducement to the Company to enter into this Optionagreement and to pay to you the compensation referred to herein above and other consideration provided, the Optionee Employee covenants and agrees that he will not, during the term of his employment hereunder and for as long as the Optionee is a period of one year after he ceases for any reason to be employed by the Company and until the first anniversary of the date of termination of the Optionee’s employment with the Company or any Affiliate, as the case may be, such Optionee will not directly or indirectlypursuant to this agreement, (i) engage in any business (the "Activities") in competition with that operates a telematics business that is seeking to provide automotive manufacturers with an integrated hardware and service package that competes directly with the business of the Company or any entity (an "Affiliate") controlled by it, in the United States or country other than the United States of America wherein the Company markets its Subsidiaries at products or to the time knowledge (actual or implied) of Employee ( as of the date of termination of such Optionee’s employment, or earlier) plans to market its products (a “Competitive Business”the "Area"), ; (ii) enter the employ ofbecome associated as manager, supervisor, employee, consultant, advisor, director, or render stockholder owning more than 5% of the outstanding stock of a company or participate in the management or direction of a company or other entity with any services toperson, corporation or entity, engaging in any Person engaged in a Competitive Business, activity competitive with the Activities anywhere within the Area; (iii) acquire a financial interest in, call upon any customer or otherwise become actively involved with, any person engaged in a Competitive Business, directly or indirectly, as an individual, partner, shareholder, officer, director, principal, agent, trustee or consultant, (iv) interfere with business relationships (whether formed before or after the date source of this Award Agreement) between the Company or any Affiliate or the promotion of its Affiliates and customersany activities for any person, supplierscorporation, Partnersor other entity, members competitive with the Activities, or investors (iv) divert, solicit or take away any customer or source of the Company or its Affiliates any Affiliate for the purpose of engaging in any activities competitive with the Activities within the Area. B. Employee covenants and agrees that, if he shall violate any of his covenants or agreements contained in this paragraph 9 , the Company shall be entitled to an accounting and repayment of all profits, compensation, commissions, remuneration, or benefits which Employee directly, or indirectly has realized and/or may realize as a result of, growing out of, or in connection with any such violation; such remedy shall be in addition to and not in limitation of any injunctive relief or other rights or remedies to which the Company may be entitled at law or in equity or under this agreement. C. Employee has carefully read and considered the provisions of this paragraph 9 and having done so, agrees that the restrictions set forth (vincluding but not limited to the time period of restriction and the areas of restriction) disparage are fair and reasonable and are reasonable required for the protection of the interests of the Company, its Directorsofficers, Officers or controlling stockholdersdirectors, and other employees. Notwithstanding Employee acknowledges that upon termination of this agreement for any reason, it may be necessary to relocate to another area, and/or work in another type of endeavor, and Employee agrees that this restriction is fair and reasonable and is reasonably required for the protection of the Company. D. In the event that, notwithstanding the foregoing, the Optionee may, directly or indirectly own, solely as an investment, securities of any Person engaged in the business of the Company or its Affiliates which are publicly traded on a national or regional stock exchange or on the over-the-counter market if the Optionee (i) is not a controlling Person of, or a member provisions of a group which controls, such Person and (ii) does not, direct or indirectly, own 5% or more of any class of securities of such Person. (b) It is expressly understood and agreed that although Optionee and Company consider the restrictions contained in this Section 7 and the following Section 8 paragraph 9 shall be held to be reasonableinvalid or unenforceable, if the remaining provisions thereof shall nevertheless continue to be valid and enforceable as though invalid or unenforceable parts had not been included therein. In the event any provision of this Paragraph 9 relating to time period and/or areas of restriction shall be declared by a final judicial determination is made by panel of arbitrators or a court of competent jurisdiction that if such court refuses to refer such matter to arbitration, to exceed the maximum time period or territory areas such panel or any other court deems reasonable and enforceable, said time period and/or areas of restriction contained in this Award Agreement is an unenforceable restriction against Optioneeshall be deemed to become, and thereafter be, the maximum time period and/or area which such panel or court deems reasonable and enforceable. E. With respect to the provisions of this Award Agreement shall not paragraph 9 , Employee agrees that damages, by themselves, are an inadequate remedy at law, that a material breach of the provisions of this paragraph 9 would cause irreparable injury to the aggrieved party, and that the provisions of this paragraph 9 may be rendered void but shall be deemed amended to apply as to such maximum time and territory and to such maximum extent as such court may judicially determine specifically enforced by injunction or indicate to be enforceable. Alternatively, if similar remedy in any court of competent jurisdiction finds without affecting any claim for damages, provided that any restriction contained such injunction shall either be preliminary in nature, enjoining such activity pending the outcome of arbitration as provided for in Paragraph 15 of this Award Agreement is unenforceableagreement, and such restriction cannot or be amended so as to make it enforceable, such finding shall not affect the enforceability of any in assistance of the other restrictions contained hereinfinal determination of the arbitrators as provided for in such paragraph.

Non-Competition. (a) In consideration of During the Company’s grant of this OptionRestriction Period (as defined in Section 13(b) below), the Optionee agrees that for as long as the Optionee is employed by the Company and until the first anniversary of the date of termination of the Optionee’s employment Executive shall not engage in Competition with the Company or any Affiliate, as the case may be, such Optionee will not directly or indirectly, (i) engage Subsidiary. "Competition" shall mean engaging in any business that operates activity, except as provided below, for a telematics business that is seeking to provide automotive manufacturers with an integrated hardware and service package that competes directly with the business Competitor of the Company or its Subsidiaries at the time of termination of such Optionee’s employmentany Subsidiary, (a “Competitive Business”), (ii) enter the employ of, or render any services to, any Person engaged in a Competitive Business, (iii) acquire a financial interest in, or otherwise become actively involved with, any person engaged in a Competitive Business, directly or indirectly, whether as an individualemployee, partnerconsultant, shareholderprincipal, agent, officer, director, partner, shareholder (except as a less than one percent shareholder of a publicly traded company) or otherwise. A "Competitor" shall mean (i) Bed Bath & Beyond, Inc., Home Place Inc., J.C. Penney, Federated Departxxxx Xxxxxx, Mays, Target, Sears, Home Depox xxd K-Mart (and any successor or successors thereto); (ii) any home textiles or housewares store, specialty store or other retailer if either $25 million or 40% or more of its annual gross sales revenues (in either case, based on the most recent quarterly or annual financial statements available) are derived from the sale of home textiles, housewares or other goods or merchandise of the types sold in the Company's (or any Subsidiary's) stores; (iii) any corporation or other entity whether independent or owned, funded or controlled by any other entity, engaged or organized for the purpose of engaging, in whole or in part, in the sale of home textiles, housewares or other goods or merchandise of the types sold in the Company's (or any Subsidiary's) stores; (iv) any business that provides buying office services to any business or group of businesses referred to above, or (v) any business (in the U.S. or any country in which the Company or any Subsidiary operates a store or stores) which is in material competition with the Company or any Subsidiary or division thereof and in which Executive's functions would be substantially similar to Executive's functions with the Company. If Executive commences employment or becomes a consultant, principal, agent, trustee officer, director, partner, or shareholder of any entity that is not a Competitor at the time Executive initially becomes employed or becomes a consultant, (iv) interfere with business relationships (whether formed before principal, agent, officer, director, partner, or after shareholder of the date entity, future activities of such entity shall not result in a violation of this Award Agreementprovision unless (x) between such activities were contemplated by Executive at the time Executive initially became employed or becomes a consultant, principal, agent, officer, director, partner, or shareholder of the entity or (y) Executive commences directly or indirectly to advise, plan, oversee or manage the activities of an entity which becomes a Competitor during the Restriction Period, that activities are competitive with the activities of the Company or any of its Affiliates and customers, suppliers, Partners, members or investors of the Company or its Affiliates or (v) disparage the Company, its Directors, Officers or controlling stockholders. Notwithstanding the foregoing, the Optionee may, directly or indirectly own, solely as an investment, securities of any Person engaged in the business of the Company or its Affiliates which are publicly traded on a national or regional stock exchange or on the over-the-counter market if the Optionee (i) is not a controlling Person of, or a member of a group which controls, such Person and (ii) does not, direct or indirectly, own 5% or more of any class of securities of such PersonSubsidiary. (b) It is expressly understood and agreed that although Optionee and Company consider the restrictions contained in this Section 7 and the following Section 8 to be reasonable, if a final judicial determination is made by a court of competent jurisdiction that the time or territory or any other restriction contained in this Award Agreement is an unenforceable restriction against Optionee, the provisions of this Award Agreement shall not be rendered void but shall be deemed amended to apply as to such maximum time and territory and to such maximum extent as such court may judicially determine or indicate to be enforceable. Alternatively, if any court of competent jurisdiction finds that any restriction contained in this Award Agreement is unenforceable, and such restriction cannot be amended so as to make it enforceable, such finding shall not affect the enforceability of any of the other restrictions contained herein.

Non-Competition. The Consultant shall not, during the period (athe “Restricted Period”) In consideration of from the Company’s grant of this Option, the Optionee agrees that for as long as the Optionee is employed by the Company and date hereof until the first anniversary later of one year after the date of termination of the Optionee’s employment her consulting arrangement with the Company or any Affiliatethe third anniversary of the Closing date (as defined in the Asset Purchase Agreement dated September 10, as 2007 by and among the case may beCompany, such Optionee will not Consultant and other parties set forth on the signatory page thereto (the “APA”)): i) Without the prior written consent of the Company (A) directly or indirectlyindirectly acquire or own in any manner any interest (whether through a debt or equity instrument) in any person, firm, partnership, corporation, association or other entity (iincluding the Company) which engages or plans to engage in any business that operates a telematics business that is seeking to provide automotive manufacturers with an integrated hardware and service package that competes directly with the business facet of the Company Business or its Subsidiaries at the time of termination of such Optionee’s employment, (a “Competitive Business”), (ii) enter the employ of, which competes or render plans to compete in any services to, any Person engaged in a Competitive Business, (iii) acquire a financial interest in, or otherwise become actively involved with, any person engaged in a Competitive Business, directly or indirectly, as an individual, partner, shareholder, officer, director, principal, agent, trustee or consultant, (iv) interfere way with business relationships (whether formed before or after the date of this Award Agreement) between the Company or any of its subsidiaries or Affiliates and customersanywhere with the Territory. Territory means any state (including the District of Columbia), suppliersterritory or possession of the United States within which the Company presently or hereafter does business or within a 50-mile radius of any of the Owned Premises, PartnersOwned Real Estate, members Real Property and/or Leased Premises (as defined in the APA), (B) be employed by or investors serve as an Consultant, agent, officer, director of, or as a consultant to, any person, firm, partnership, corporation, association or other entity which engages or plans to engage in any facet of the Business in which the Company now or hereafter engages or which competes or plans to compete in any way with the Company or any of its subsidiaries or Affiliates within the Territory, or (vC) disparage the Company, its Directors, Officers or controlling stockholders. Notwithstanding the foregoing, the Optionee may, directly or indirectly own, solely as an investment, securities utilize her special knowledge of any Person engaged in the business of the Company or and her relationships with customers, suppliers and others to compete with Company and/or its Affiliates in any business which are publicly traded on engages or plans to engage in any facet of the Business in which the Company now or hereafter engages or which competes or plans to compete in any way with the Company or any of its subsidiaries or Affiliates within the Territory; provided, however, that nothing herein shall be deemed to prevent either Consultant from (x) acquiring through market purchases and owning, solely as a national or regional stock exchange or on passive investment, less than one percent in the over-the-counter market if aggregate of the Optionee (i) is not a controlling Person of, or a member of a group which controls, such Person and (ii) does not, direct or indirectly, own 5% or more equity securities of any class of any issuer whose shares are registered under §12(b) or 12(g) of the Securities Exchange Act of 1934, as amended, 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 Quotation System, or any similar system of automated dissemination of quotations of securities prices in common use, so long as Consultant is not 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 Person. (b) It is expressly understood issuer. Consultant acknowledges and agreed agrees that although Optionee and Company consider the restrictions contained covenants provided for in this Section 7 are reasonable and necessary in terms of time, area and line of business to protect the following trade secrets of the Company. Consultant further acknowledges and agrees that such covenants are reasonable and necessary in terms of time, area and line of business to protect the Company’s legitimate business interests, which include its interests in protecting the Company’s (i) valuable confidential business information, (ii) substantial relationships with customers, and (iii) customer goodwill associated with the ongoing Business. Consultant hereby expressly authorizes the enforcement of the covenants provided for in this Section 8 by (A) the Company and its subsidiaries, (B) the Company’s permitted assigns, and (C) any successors to the Company’s business. To the extent that the covenants provided for in this Section may later be reasonable, if a final judicial determination is made 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 competent jurisdiction that the time provision, and to add or territory delete specific words or phrases to or from the provision. The provision as modified shall then be enforced. ii) The Consultant shall not, directly or indirectly, for herself or for any other restriction contained in this Award Agreement is an unenforceable restriction against Optioneeperson, firm, corporation, partnership, association or other entity (including the provisions of this Award Agreement shall not be rendered void but shall be deemed amended to apply as to such maximum time and territory and to such maximum extent as such court may judicially determine or indicate to be enforceable. AlternativelyCompany), if any court of competent jurisdiction finds that any restriction contained in this Award Agreement is unenforceable, and such restriction cannot be amended so as to make it enforceable, such finding shall not affect the enforceability of (A) solicit any of the other restrictions contained hereinCompany’s Consultants or employees employed in the Business, (B) call on or solicit any of the actual customers or clients of the Business, nor shall she make known the names and addresses of such customers or any information relating in any manner to the Company’s trade or business relationships with such customers, (C) in any manner, directly or indirectly, attempt to seek to cause any entity to refrain from dealing or doing business with the Company or assist any entity in doing so or attempting to do so or (D) employ any Consultants of Company.

Non-Competition. (a) In consideration a. Executive acknowledges and recognizes the highly competitive nature of the Company’s grant businesses of this Option, the Optionee Company and its affiliates and accordingly agrees as follows: (1) Executive agrees that for as long as during the Optionee is employed by the Company term of employment and until the first anniversary of the date of termination of the OptioneeExecutive’s employment with the Company or any Affiliatesubsidiary of the Company, as the case may bebe (the “Non-Competition Period”), such Optionee the Executive will not directly or indirectly, (i) engage in any business that operates a telematics business quick service restaurants that is seeking to provide automotive manufacturers with an integrated hardware and service package that competes compete directly with the business of the Company El Pollo Loco, Inc. or its Subsidiaries Affiliates in any market in which El Pollo Loco, Inc. or its Affiliates presently operate restaurants or have targeted operating restaurants at the time of termination of such OptioneeExecutive’s employment, employment (a “Competitive Business”), (ii) enter the employ of, or render any services to, any Person person engaged in a Competitive Business, (iii) acquire a financial interest in, or otherwise become actively involved with, any person engaged in a Competitive Business, directly or indirectly, as an individual, partner, shareholder, officer, director, principal, agent, trustee or consultant, or (iv) interfere with business relationships (whether formed before or after the date of this Award Agreement) between the Company or any of its Affiliates and customers, suppliers, Partnerspartners, members or investors of the Company or its Affiliates or (v) disparage the Company, its Directors, Officers or controlling stockholdersAffiliates. Notwithstanding the foregoing, the Optionee Executive may, directly or indirectly own, solely as an investment, securities of any Person person engaged in the business of the Company or its Affiliates Competitive Business which are publicly traded on a national or regional stock exchange or on the over-the-counter market if the Optionee Executive (i) is not a controlling Person person of, or a member of a group which controls, such Person person and (ii) does not, direct directly or indirectly, own 5% or more of any class of securities of such Personperson. (b2) Executive further agrees that during the Non-Competition Period, Executive will not, directly or indirectly, (i) solicit or encourage any employee of the Company or its Affiliates to leave the employment of the Company or its Affiliates, (ii) hire any such employee who was employed by the Company or its Affiliates as of the date of Executive’s termination of employment with the Company or who left the employment of the Company or its Affiliates within one year prior to or after the termination of Executive’s employment with the Company, or (iii) solicit or encourage to cease to work with the Company or its Affiliates any consultant then under contract with the Company or its Affiliates. b. It is expressly understood and agreed that although Optionee Executive and the Company consider the restrictions contained in this Section 7 and the following Section 8 to be reasonable, if a final judicial determination is made by a court of competent jurisdiction that the time or territory or any other restriction contained in this Award Agreement is an unenforceable restriction against OptioneeExecutive, the provisions of this Award Agreement shall not be rendered void but shall be deemed amended to apply as to such maximum time and territory and to such maximum extent as such court may judicially determine or indicate to be enforceable. Alternatively, if any court of competent jurisdiction finds that any restriction contained in this Award Agreement is unenforceable, and such restriction cannot be amended so as to make it enforceable, such finding shall not affect the enforceability of any of the other restrictions contained herein.

Non-Competition. Employee acknowledges and recognizes the highly competitive nature of the businesses of the Company and its affiliates and accordingly agrees as follows: (a) In consideration During the Period of Employment and, for a period of two (2) years following the Company’s grant of this Option, the Optionee agrees that for as long as the Optionee is date Employee ceases to be employed by the Company and until for any reason (the first anniversary of the date of termination of the Optionee’s employment with the Company or any Affiliate"Restricted Period"), as the case may beEmployee will not, such Optionee will not directly or indirectly, (i) engage in any business that operates a telematics business that is seeking to provide automotive manufacturers with an integrated hardware and service package for Employee's own account that competes directly with the business of the Company or its Subsidiaries at affiliates (including, without limitation, businesses which the time of termination Company or its affiliates have specific plans to conduct in the future and as to which Employee is aware of such Optionee’s employment, (a “Competitive Business”planning), (ii) enter the employ of, or render any services to, any Person person engaged in a Competitive Businessany business that competes with the business of the Company or its affiliates, (iii) acquire a financial interest in, or otherwise become actively involved with, in any person engaged in a Competitive Businessany business that competes with the business of the Company or its affiliates, directly or indirectly, as an individual, partner, shareholder, officer, director, principal, agent, trustee or consultant, or (iv) interfere with business relationships (whether formed before or after the date of this Award Agreement) between the Company or any of its Affiliates affiliates and customers, suppliers, Partnerspartners, members or investors of the Company or its Affiliates or affiliates. (vb) disparage Notwithstanding anything to the Companycontrary in this Agreement, its Directors, Officers or controlling stockholders. Notwithstanding the foregoing, the Optionee Employee may, directly or indirectly indirectly, own, solely as an investment, securities of any Person person engaged in the business of the Company or its Affiliates affiliates which are publicly traded on a national or regional stock exchange or on the an over-the-the- counter market if the Optionee Employee (i) is not a controlling Person person of, or a member of a group which controls, such Person person and (ii) does not, direct directly or indirectly, own five percent (5% %) or more of any class of securities of such Personperson. (bc) During the Restricted Period, Employee will not, directly or indirectly, (i) solicit or encourage any employee of the Company or its affiliates to leave the employment of the Company or its affiliates, or (ii) hire any such employee who was employed by the Company or its affiliates as of the date of Employee's termination of employment with the Company or who left the employment of the Company or its affiliates within one (1) year prior to or after the termination of Employee's employment with the Company. (d) During the Restricted Period, Employee will not, directly or indirectly, solicit or encourage to cease to work with the Company or its affiliates any consultant then under contract with the Company or its affiliates. (e) It is expressly understood and agreed that although Optionee Employee and the Company consider the restrictions contained in this Section 7 and the following Section 8 12 to be reasonable, if a final judicial determination is made by a court of competent jurisdiction that the time or territory or any other restriction contained in this Award Agreement is an unenforceable restriction against OptioneeEmployee, the provisions of this Award Agreement shall not be rendered void but shall be deemed amended to apply as to such maximum time and territory and to such maximum extent as such court may judicially determine or indicate to be enforceable. Alternatively, if any court of competent jurisdiction finds that any restriction contained in this Award Agreement is unenforceable, and such restriction cannot be amended so as to make it enforceable, such finding shall not affect the enforceability of any of the other restrictions contained herein.

Non-Competition. In exchange for the termination payment described in Section 18 above, for a period of five (a5) In consideration of the Company’s grant of this Option, the Optionee agrees that for as long as the Optionee is employed by the Company and until the first anniversary of the date of months following termination of the OptioneeEmployee’s employment with the Company employment, for any reason, Employee shall not (1) enter into or any Affiliate, as the case may be, such Optionee will not directly or indirectly, (i) engage in any business that operates a telematics business that is seeking to provide automotive manufacturers which competes with an integrated hardware and service package that competes directly with the business of the Company or its Subsidiaries at the time of termination of such Optionee’s employment, (a “Competitive Business”), (ii) enter the employ of, or render any services to, any Person engaged in a Competitive Business, (iii) acquire a financial interest in, or otherwise become actively involved with, any person engaged in a Competitive Business, directly or indirectly, as an individual, partner, shareholder, officer, director, principal, agent, trustee or consultant, (iv) interfere with business relationships (whether formed before or after the date of this Award Agreement) between the Company or any of its Affiliates subsidiaries or affiliates (“Company Group”) within the States of Pennsylvania, Colorado and Texas (“Restricted Territory”); (2) solicit any known customers, suppliersbusiness, Partnersassets, members investments or investors patronage (or customer, business, asset, investment or patronage prospects) for, or sell, any products or services in competition with or for any business that competes with the Company Group within the Restricted Territory; (3) divert, entice or otherwise take away any known business, assets or investments or patronage (or customer, business, asset, investment or patronage prospects) of the Company or its Affiliates Group within the Restricted Territory; or (v4) disparage promote, manage or assist, financially or otherwise, any person, firm, association, partnership, corporation or other entity engaged in any business which competes with or is engaged in the Companysame business as the Company Group within the Restricted Territory. For purposes of this section, its DirectorsEmployee will be in violation of the non-compete provision set forth herein if Employee engages in any or all of the activities set forth herein directly as an individual on Employee’s own account or indirectly as a partner, Officers joint venture, employee, agent, salesperson, consultant, officers and/or director of any firm, association, partnership, corporation or controlling stockholders. Notwithstanding other entity or as a shareholder of any corporation (or owner of any other type of equity interest in any other entity) in which Employee or Employee’s spouse, minor child, or parent sharing the foregoing, the Optionee maysame household as Employee owns, directly or indirectly ownindirectly, solely as an investment, securities of any Person engaged individually or in the business aggregate, more than 1% of the Company outstanding stock or its Affiliates which are publicly traded on a national other equity interests. If it is judicially determined or regional stock exchange or on the over-the-counter market if the Optionee (i) is not a controlling Person of, or a member by consent of a group which controls, such Person and (ii) does not, direct or indirectly, own 5% or more of any class of securities of such Person. (b) It is expressly understood and agreed Employee that although Optionee and Company consider the restrictions contained in Employee has violated this Section 7 19 and the following Section 8 Company obtains an order, injunction or other equitable relief, then the period applicable to each obligation that Employee has been determined to have violated will be reasonable, if a final judicial determination is made automatically extended by a court period of competent jurisdiction that time equal in length to the time or territory or any other restriction contained in this Award Agreement is an unenforceable restriction against Optionee, the provisions of this Award Agreement shall not be rendered void but shall be deemed amended to apply as to period during which such maximum time and territory and to such maximum extent as such court may judicially determine or indicate to be enforceable. Alternatively, if any court of competent jurisdiction finds that any restriction contained in this Award Agreement is unenforceable, and such restriction cannot be amended so as to make it enforceable, such finding shall not affect the enforceability of any of the other restrictions contained hereinviolation occurred.

Non-Competition. (a) A. Employee acknowledges that the services rendered to the Schools prior to the purchase and the knowledge obtained as a result of such services and such employment were of a special and unusual character and have a unique value to the Schools. In consideration view of the Company’s grant unique value of the services, and as a material inducement to EMI and Acquisition to enter into this OptionAgreement and to pay to her the consideration referred to below, the Optionee Employee covenants and agrees that for as long as she will not, after the Optionee is employed by the Company and until the first anniversary effective date of the date of termination of the Optionee’s employment with the Company or any Affiliate, as the case may be, such Optionee will not directly or indirectly, Purchase (i) directly or indirectly engage in any business that operates a telematics business that is seeking to provide automotive manufacturers with an integrated hardware and service package that competes directly with the business anywhere within 50 miles of the Company boundaries of the state of New Hampshire (the "Area") if such business teaches courses similar to those taught by EMI or its Subsidiaries at Acquisition or any affiliate or subsidiary of EMI ("Affiliate") in the time state of termination of such Optionee’s employment, New Hampshire (a “Competitive Business”"Prohibited Activities"), ; (ii) enter the employ ofbecome associated as manager, supervisor, employee, consultant, advisor, or render stockholder owning more than 5% of the outstanding stock of a company or participate in the management or direction of a company or otherwise with any services toperson, any Person engaged corporation or entity engaging in a Competitive Business, Prohibited Activities anywhere within the Area; (iii) acquire a financial interest incall upon any of Acquisition's, EMI's or any of EMI's subsidiary schools' students, teachers or referral sources for the promotion of any Prohibited Activities for any person, corporation, or otherwise become actively involved withother entity within the Area, any person engaged in a Competitive Business, directly or indirectly, as an individual, partner, shareholder, officer, director, principal, agent, trustee or consultant, (iv) interfere with business relationships (whether formed before divert, solicit or after the date take away any student or referral source of this Award Agreement) between the Company Acquisition's, EMI's or any of its Affiliates EMI's subsidiary schools located in the Area. B. Employee covenants and customersagrees that, suppliers, Partners, members or investors if she shall violate any of the Company covenants or its Affiliates or (v) disparage the Company, its Directors, Officers or controlling stockholders. Notwithstanding the foregoing, the Optionee may, directly or indirectly own, solely as an investment, securities of any Person engaged in the business of the Company or its Affiliates which are publicly traded on a national or regional stock exchange or on the over-the-counter market if the Optionee (i) is not a controlling Person of, or a member of a group which controls, such Person and (ii) does not, direct or indirectly, own 5% or more of any class of securities of such Person. (b) It is expressly understood and agreed that although Optionee and Company consider the restrictions agreements contained in this Section 7 2, EMI and/or Acquisition shall be entitled to an accounting and repayment of all profits, compensation, commissions, remuneration, or benefits which she directly or indirectly has realized and/or may realize as a result of, growing out of, or in connection with any such violation; such remedy shall be in addition to and not in limitation of any injunctive relief or other rights or remedies to which EMI and/or Acquisition may be entitled at law or in equity or under this Agreement. C. Employee has carefully read and considered the provisions of this Section and Section 1, and having done so, agrees that the restrictions set forth (including but not limited to the time period of restriction and the following areas of restriction) are fair and reasonable and are reasonably required for the protection of the interests of EMI, Acquisition, its officers, directors, and other employees. D. In the event that, notwithstanding the foregoing, any of the provisions of this Section 8 or Section 1 shall be held to be reasonableinvalid or unenforceable, if the remaining provisions thereof shall nevertheless continue to be valid and enforceable as though invalid or unenforceable parts had not been included therein. In the event that any provision of this Section relating to time period and/or areas of restriction shall be declared by a final judicial determination is made by panel of arbitrators or a court of competent jurisdiction that if such court refuses to refer such matter to arbitration, to exceed the maximum time period or territory areas such panel or any other court deems reasonable and enforceable, said time period and/or areas of restriction contained in this Award Agreement is an unenforceable restriction against Optioneeshall be deemed to become, and thereafter be, the maximum time period and/or area which such panel or court deems reasonable and enforceable. E. With respect to the provisions of this Award Agreement shall not Section, Employee agrees that damages, by themselves, are an inadequate remedy at law, that a material breach of the provisions of this Section would cause irreparable injury to the aggrieved party, and that the provisions of this Section 2 may be rendered void but shall be deemed amended to apply as to such maximum time and territory and to such maximum extent as such court may judicially determine specifically enforced by injunction or indicate to be enforceable. Alternatively, if similar remedy in any court of competent jurisdiction finds without affecting any claim for damages, provided that any restriction contained such injunction shall either be preliminary in nature, enjoining such activity pending the outcome of arbitration as provided for in Section 4 of this Award Agreement is unenforceableAgreement, and such restriction cannot or be amended so as to make it enforceable, such finding shall not affect the enforceability of any in assistance of the other restrictions contained herein.final determination of the arbitrators as provided for in such Section. Employee agrees that such injunction may be issued without the necessity of bond. CONSIDERATION

Non-Competition. (a) In consideration of the Company’s grant of this Option, the The Optionee covenants and agrees that for as long as the Optionee is employed by the Company and until the first anniversary of the date of termination of during the Optionee’s employment with Employment and for a period of twelve (12) months (and such period shall be tolled on a day-to-day basis for each day during which the Company or any Affiliate, as the case may be, such Optionee will not directly or indirectly, (i) engage participates in any business that operates a telematics business that is seeking to provide automotive manufacturers with an integrated hardware and service package that competes directly with the business activity in violation of the Company or its Subsidiaries restrictions set forth in this Section 5(a)) following the Optionee’s termination of Employment, whether such termination occurs at the time of termination of such Optionee’s employment, (a “Competitive Business”), (ii) enter the employ of, or render any services to, any Person engaged in a Competitive Business, (iii) acquire a financial interest in, or otherwise become actively involved with, any person engaged in a Competitive Business, directly or indirectly, as an individual, partner, shareholder, officer, director, principal, agent, trustee or consultant, (iv) interfere with business relationships (whether formed before or after the date of this Award Agreement) between the Company or any of its Affiliates and customers, suppliers, Partners, members or investors insistence of the Company or its Affiliates or the Optionee (v) disparage the Company, its Directors, Officers or controlling stockholders. Notwithstanding the foregoingfor whatever reason), the Optionee maywill not, directly or indirectly indirectly, alone or in association with others, anywhere in the Territory (as defined below), own, solely manage, operate, control or participate in the ownership, management, operation or control of, or be connected as an investmentofficer, securities employee, investor, principal, joint venturer, shareholder, partner, director, consultant, agent or otherwise with, or have any financial interest (through stock or other equity ownership, investment of capital, the lending of money or otherwise) in, any Person engaged business, venture or activity that directly or indirectly competes, or is in planning, or has undertaken any preparation, to compete, with the business Business of the Company or any of its Immediate Affiliates which are publicly traded on (any Person who engages in any such business venture or activity, a national or regional stock exchange or on the over-the-counter market if the Optionee (i) is not a controlling Person of“Competitor”), or a member of a group which controls, such Person and (ii) does not, direct or indirectly, own 5% or more of any class of securities of such Person. (b) It is expressly understood and agreed except that although Optionee and Company consider the restrictions nothing contained in this Section 7 5(a) shall prevent the Optionee’s wholly passive ownership of two percent (2%) or less of the equity securities of any Competitor that is a publicly-traded company. For purposes of this Section 5(a), the “Business of the Company or any of its Immediate Affiliates” is that of arts and the following Section 8 to be reasonablecrafts specialty retailer providing materials, if a final judicial determination is made by a court of competent jurisdiction ideas and education for creative activities, as well as any other business that the time or territory Company or any other restriction contained in 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 not include any business, venture or activity whose gross receipts derived from the retail sale of arts and crafts products (aggregated with the gross receipts derived from the retail sale of arts and crafts projects of any related business, venture or activity) are less than ten percent (10%) of the aggregate gross receipts of such businesses, ventures or activities. For purposes of this Award Agreement is an unenforceable restriction against OptioneeSection 5(a), the provisions “Territory” is comprised of those states within the United States, those provinces of Canada, and any other geographic area in which the Company or any of its Immediate Affiliates was doing business or actively planning to do business 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. For purposes of this Award Agreement shall not be rendered void but shall be deemed amended to apply as to such maximum time and territory and to such maximum extent as such court may judicially determine or indicate to be enforceable. AlternativelySection, if any court of competent jurisdiction finds that any restriction contained in this Award Agreement is unenforceable, and such restriction cannot be amended so as to make it enforceable, such finding shall not affect the enforceability of any “Immediate Affiliates” means those Affiliates which are one of the other restrictions contained hereinfollowing: (i) a direct or indirect subsidiary of the Company, (ii) a parent to the Company or (iii) a direct or indirect subsidiary of such a parent.

Non-Competition. During the Restricted Period, (a) In consideration none of the Company’s grant of this Option, the Optionee agrees that for as long as the Optionee is employed by the Company and until the first anniversary members of the date Non-Compete Group or any of termination their Affiliates shall engage in Restricted Activities in the Restricted Area, and (b) none of the Optionee’s employment with members of the Company Non-Compete Group or any Affiliateof their Affiliates shall serve as an officer, as the case may bedirector, such Optionee will not directly partner, member, employee, consultant, contractor, joint venturer, or indirectly, (i) engage in any business that operates a telematics business that is seeking to provide automotive manufacturers with an integrated hardware and service package that competes directly with the business of the Company or its Subsidiaries at the time of termination of such Optionee’s employment, (a “Competitive Business”), (ii) enter the employ agent of, or render any services to, any Person engaged in a Competitive Business, (iii) acquire a financial interest in, or otherwise become actively involved with, any person engaged in a Competitive Businessown, directly or indirectly, any equity interest in any Person that engages in Restricted Activities within the Restricted Area; provided, however, that (i) MEP may serve as an individual, partner, shareholder, officer, director, principalpartner, agentmember, trustee employee, consultant, contractor, joint venturer, stockholder, or consultantagent of the PREIT Entities and may serve as a director of any Person that is not engaged in nor has any stated business plan to be engaged in Restricted Activities in the Restricted Area as of the date when MEP would become a director of such Person; provided, however, that, if MEP becomes a director of such Person, and such Person subsequently engages in Restricted Activities, MEP shall recuse himself from participation in the activities of the board of directors of such Person on all matters in connection with the Restricted Activities of such Person, (ii) the Non-Compete Group may make passive investments in a class of equity securities of any Person that is engaged in Restricted Activities in the Restricted Area, so long as such investment does not exceed with respect to any Person in the aggregate for all of the members of the Non-Compete Group and any of their Affiliates five percent (5%) of the voting power of the voting equity securities of such Person or five percent (5%) of the outstanding equity securities of such Person, (iii) the Non-Compete Group may own, operate, invest in, manage, re-develop and lease Oak Ridge Mall and the properties being conveyed to CIT pursuant to the Exchange Agreement, (iv) interfere with business relationships (whether formed before or after the date Non-Compete Group may engage in activities that are directly related to the operation of this Award Agreement) between the Company or any of its Affiliates hotels and customersconvention centers, suppliers, Partners, members or investors of the Company or its Affiliates or (v) disparage if the CompanyNon-Compete Group engages in Restricted Activities within an area, its Directors, Officers or controlling stockholders. Notwithstanding which was not a Restricted Area prior to the foregoingtime of such engagement, the Optionee may, directly or indirectly own, solely as Non-Compete Group shall be permitted to engage in such Restricted Activities within such area and (vi) if the Non-Compete Group makes an investment, investment in a class of equity securities of any Person that is engaged in Restricted Activities within an area which was not a Restricted Area prior to the business time of such investment, the Non-Compete Group shall be permitted to make and maintain such investment notwithstanding that such investment may exceed five percent (5%) of the Company or its Affiliates which are publicly traded on a national or regional stock exchange or on voting power of the over-the-counter market if the Optionee (i) is not a controlling Person of, or a member voting equity securities of a group which controls, such Person and or five percent (ii5%) does not, direct or indirectly, own 5% or more of any class of the outstanding equity securities of such Person. (b) It is expressly understood and agreed that although Optionee and Company consider . Without limiting the restrictions contained in generality of this Section 7 and paragraph, during the following Section 8 to be reasonable, if a final judicial determination is made by a court Restricted Period no member of competent jurisdiction that the time or territory Non-Compete Group or any other restriction contained of their Affiliates shall serve as a consultant to any person or entity if such consulting services reasonably could be expected to help such person or entity (or the Affiliates of such person or entity) engage in this Award Agreement is an unenforceable restriction against Optionee, Restricted Activities in the provisions of this Award Agreement shall not be rendered void but shall be deemed amended to apply as to such maximum time and territory and to such maximum extent as such court may judicially determine or indicate to be enforceable. Alternatively, if any court of competent jurisdiction finds that any restriction contained in this Award Agreement is unenforceable, and such restriction cannot be amended so as to make it enforceable, such finding shall not affect the enforceability of any of the other restrictions contained hereinRestricted Area.

Non-Competition. (a) In consideration Upon the expiration of the Companyterm of the Employee’s grant of this Optionemployment hereunder or in the event the Employee’s employment hereunder terminates prior thereto for any reason whatsoever, the Optionee agrees that Employee shall not, for as long a period of one (1) year after the occurrence of such event, for himself, or as the Optionee is employed by the Company and until the first anniversary of the date of termination of the Optionee’s employment with the Company or any Affiliateagent of, as the case may be, such Optionee will not directly or indirectly, (i) engage in any business that operates a telematics business that is seeking to provide automotive manufacturers with an integrated hardware and service package that competes directly with the business of the Company or its Subsidiaries at the time of termination of such Optionee’s employment, (a “Competitive Business”), (ii) enter the employ on behalf of, or render any services to, any Person engaged in a Competitive Business, (iii) acquire a financial interest in, or otherwise become actively involved conjunction with, any person engaged or entity, solicit or attempt to solicit, whether directly or indirectly: (i) any employee of the Bank to terminate such employee’s employment relationship with the Bank; or (ii) any savings and loan, banking or similar business from any person or entity that is or was a client, employee, or customer of the Bank and had dealt with the Employee or any other employee of the Bank under the supervision of the Employee. (b) In the event Employee voluntarily resigns pursuant to section 6 (b) of this Agreement, or in the event the Employee’s employment hereunder is terminated for cause, the Employee shall not, for a Competitive Businessperiod of one (1) year from the date of termination, directly or indirectly, own, manage, operate or control, or participate in the ownership, management, operation or control of, or be employed by or connected in any manner with; (i) any financial institution having an office located within fifty (50) miles of any office of the Bank as an individual, partner, shareholder, officer, director, principal, agent, trustee or consultant, (iv) interfere with business relationships (whether formed before or after of the date of this Award Agreementtermination; or by (ii) between any person or entity engaged in any business or activity in the Company prepaid debit card, payments or similar industry, or which relates in any way to the prepaid debit card products, payment services and other related services of its Affiliates Bank, anywhere within the United States. (c) The provisions of subsections (a) and customers, suppliers, Partners, members or investors of (b) hereof shall not prevent the Company or its Affiliates or (v) disparage the Company, its Directors, Officers or controlling stockholders. Notwithstanding the foregoing, the Optionee may, directly or indirectly ownEmployee from purchasing, solely as an for investment, securities not more than five percent (5%) of any Person engaged in the business of the Company financial institution’s stock or its Affiliates other securities which are publicly traded on a any national or regional stock securities exchange or on are actively traded in the over-the-counter market if and registered under Section 12 (g) of the Optionee (i) is not a controlling Person of, or a member Securities Exchange Act of a group which controls, such Person and (ii) does not, direct or indirectly, own 5% or more of any class of securities of such Person1934. (bd) It is expressly understood and agreed that although Optionee and Company consider the restrictions contained in this Section 7 and the following Section 8 to be reasonable, if a final judicial determination is made by a court of competent jurisdiction that the time or territory or any other restriction contained in this Award Agreement is an unenforceable restriction against Optionee, the The provisions of this Award Agreement Section shall not be rendered void but shall be deemed amended to apply as to such maximum time and territory and to such maximum extent as such court may judicially determine or indicate to be enforceable. Alternatively, if any court of competent jurisdiction finds that any restriction contained in this Award Agreement is unenforceable, and such restriction cannot be amended so as to make it enforceable, such finding shall not affect survive the enforceability of any termination of the other restrictions contained hereinEmployee’s employment hereunder whether by expiration of the term thereof or otherwise.

Non-Competition. Executive acknowledges that: (a) his services, expertise, ideas and experience are considered part of the goodwill acquired by Acxiom in the Merger Agreement; (b) the business of Acxiom is national in scope and its respective products are marketed and sold throughout the United States; (c) Acxiom competes with other businesses that are located throughout the United States; and (d) the provisions of this Section 1 are reasonable and necessary to protect Acxiom’s business. In consideration of the Company’s grant foregoing acknowledgements by Executive, and in consideration of this Optionthe compensation and benefits to be paid or provided to Executive by Acxiom, the Optionee Executive covenants and agrees that through the later of (x) the duration of his term of employment with Acxiom, or (y) a period of three (3) years after the Effective Time (as such term is defined in the Merger Agreement), Executive will refrain from carrying on or engaging in the provision of e-mail marketing products or services that compete with the e-mail marketing products or services of Acxiom, including, without limitation, becoming an employee, owner, investor (except for as long as the Optionee is employed by the Company and until the first anniversary passive investments of not more than three percent (3%) of the date outstanding shares of any publicly traded corporation or one percent (1%) of a privately-held entity), officer, agent, partner, contractor, consultant, or director of, or other participant in, any firm, company, partnership, person or other entity in any geographic area within the United States which is engaged in the provision of e-mail marketing products or services that compete with the e-mail marketing products or services of Acxiom (a “Competing Company”); provided, however, that following his termination of the Optionee’s employment with the Company or any Affiliate, as the case may be, such Optionee will not directly or indirectly, Acxiom (i) Executive shall be permitted to work for a Competing Company whose primary business is not providing e-mail marketing products or services that compete with the e-mail marketing products or services of Acxiom, so long Executive does not engage in any a business that operates makes such entity a telematics business that is seeking to provide automotive manufacturers with an integrated hardware and service package that competes directly with the business of the Company or its Subsidiaries at the time of termination of such Optionee’s employment, (a “Competitive Business”), (ii) enter the employ of, or render any services to, any Person engaged in a Competitive Business, (iii) acquire a financial interest in, or otherwise become actively involved with, any person engaged in a Competitive Business, directly or indirectly, as an individual, partner, shareholder, officer, director, principal, agent, trustee or consultant, (iv) interfere with business relationships (whether formed before or after the date of this Award Agreement) between the Company or any of its Affiliates and customers, suppliers, Partners, members or investors of the Company or its Affiliates or (v) disparage the Competing Company, its Directors, Officers or controlling stockholders. Notwithstanding the foregoing, the Optionee may, directly or indirectly own, solely as an investment, securities of any Person engaged in the business of the Company or its Affiliates which are publicly traded on a national or regional stock exchange or on the over-the-counter market if the Optionee (i) is not a controlling Person of, or a member of a group which controls, such Person and (ii) does not, direct or indirectly, own 5% or more of any class of securities of Executive may also receive and hold in such Personsituation equity in the Competing Company that he obtains in connection with such employment. (b) It is expressly understood and agreed that although Optionee and Company consider the restrictions contained in this Section 7 and the following Section 8 to be reasonable, if a final judicial determination is made by a court of competent jurisdiction that the time or territory or any other restriction contained in this Award Agreement is an unenforceable restriction against Optionee, the provisions of this Award Agreement shall not be rendered void but shall be deemed amended to apply as to such maximum time and territory and to such maximum extent as such court may judicially determine or indicate to be enforceable. Alternatively, if any court of competent jurisdiction finds that any restriction contained in this Award Agreement is unenforceable, and such restriction cannot be amended so as to make it enforceable, such finding shall not affect the enforceability of any of the other restrictions contained herein.

Non-Competition. The Executive acknowledges and recognizes the highly competitive nature of the businesses of the Corporation, the amount of sensitive and confidential information involved in the discharge of the Executive’s position with the Corporation, and the harm to the Corporation that would result if such knowledge or expertise was disclosed or made available to a competitor. Based on that understanding, the Executive hereby expressly agrees as follows: (a) In consideration As a result of the Companyparticular nature of the Executive’s grant relationship with the Corporation, in the capacities identified earlier in this Agreement, for the Term of this OptionEmployment and for a period of two (2) years after termination for Cause, the Optionee Executive hereby agrees that for as long as the Optionee is employed by the Company and until the first anniversary of the date of termination of the Optionee’s employment with the Company or any Affiliatehe will not, as the case may be, such Optionee will not directly or indirectly, (i) engage in any business that operates a telematics for the Executive’s own account or otherwise derive any personal benefit from any business that is seeking to provide automotive manufacturers with an integrated hardware and service package that competes directly with the business of the Corporation or any of its affiliates (the Corporation and its affiliates are referred to, collectively, as the “Company or its Subsidiaries at the time of termination of such Optionee’s employment, (a “Competitive BusinessGroup”), (ii) enter the employ of, or render any services to, any Person person engaged in a Competitive Businessany business that competes with the business of any entity within the Company Group, (iii) acquire a financial interest in, or otherwise become actively involved with, in any person engaged in a Competitive Businessany business that competes with the business of any entity within the Company Group, directly or indirectly, as an individual, partner, member, shareholder, officer, director, principal, agent, trustee or consultant, or (iv) interfere with business relationships (whether formed before or after the date of this Award AgreementEffective Date) between the Company or Corporation, any of its Affiliates respective affiliates or subsidiaries, and any customers, suppliers, Partnersofficers, employees, partners, members or investors of any entity within the Company Group. For purposes of this Agreement, businesses in competition with the Company Group shall include, without limitation, businesses which any entity within the Company Group may conduct operations, and any businesses which any entity within the Company Group has specific plans to conduct operations in the future and as to which the Executive is aware of such planning, whether or its Affiliates not such businesses have or have not as of that date commenced operations. (vb) disparage Notwithstanding anything to the Company, its Directors, Officers or controlling stockholders. Notwithstanding the foregoingcontrary in this Agreement, the Optionee Executive may, directly or indirectly indirectly, own, solely as an investment, securities of any Person engaged in Person, other than a business that competes with the business of the Company or its Affiliates Group, which are publicly traded on a national or regional stock exchange or on the over-the-counter market if the Optionee Executive (i) is not a controlling Person of, or a member of a group which that controls, such Person Person, and (ii) does not, direct directly or indirectly, beneficially own 5% one percent (1%) or more of any class of securities of such Person. . Executive may indirectly, through a mutual or exchange traded fund, own, solely as an investment, securities of a business that competes with the business of the Company Group, which are publicly traded on a national or regional stock exchange or on the over-the-counter market if the Executive (bi) It is expressly understood not a controlling Person of, or a member of a group that controls, such Person, and agreed that although Optionee and Company consider the restrictions contained in (ii) does not, directly or indirectly, beneficially own one percent (1%) or more of any class of securities of such business. For purposes of this Section 7 and 6(b), “Person” shall have the following Section 8 to be reasonable, if a final judicial determination is made by a court of competent jurisdiction that the time or territory or any other restriction contained in this Award Agreement is an unenforceable restriction against Optionee, the provisions of this Award Agreement shall not be rendered void but shall be deemed amended to apply as meaning ascribed to such maximum time and territory and to such maximum extent as such court may judicially determine or indicate to be enforceable. Alternatively, if any court of competent jurisdiction finds that any restriction contained terms in this Award Agreement is unenforceable, and such restriction cannot be amended so as to make it enforceable, such finding shall not affect the enforceability of any Section 3(a)(9) of the other restrictions contained hereinExchange Act and used in Sections 13(d) and 14(d) thereof, including a “group” as described in Section 13(d) thereof.

Non-Competition. (a) In consideration of During the Company’s grant of this Option, period between the Optionee agrees that for as long as Closing Date and the Optionee is employed by the Company and until the first third (3rd) anniversary of the date Closing Date, the Seller shall not, and shall not permit any of termination of the Optionee’s employment with the Company or any Affiliate, as the case may be, such Optionee will not directly or indirectly, (i) engage in any business that operates a telematics business that is seeking to provide automotive manufacturers with an integrated hardware and service package that competes directly with the business of the Company or its Subsidiaries at the time of termination of such Optionee’s employment, (a “Competitive Business”), (ii) enter the employ of, or render any services to, any Person engaged in a Competitive Business, (iii) acquire a financial interest in, or otherwise become actively involved with, any person engaged in a Competitive Business, directly or indirectly, anywhere in the world, own, manage, operate or control, any business that is engaged in a Competing Business (as an individualdefined below); provided, partnerhowever, shareholder, officer, director, principal, agent, trustee or consultant, (iv) interfere with business relationships (whether formed before or after that nothing herein shall limit the date of this Award Agreement) between the Company or any of its Affiliates and customers, suppliers, Partners, members or investors ability of the Company or Seller and its Affiliates or Subsidiaries to (vi) disparage the Company, its Directors, Officers or controlling stockholders. Notwithstanding the foregoing, the Optionee mayacquire and own, directly or indirectly ownindirectly, solely as an investment, securities of any Person engaged in the business of the Company or its Affiliates which are publicly traded on any national securities exchange that engages in a national or regional stock exchange or on the over-the-counter market Competing Business if the Optionee (i) Seller or a Subsidiary of Seller is not a controlling Person of, or a member of a group which controls, that controls such Person and (ii) does not, direct directly or indirectly, own 59.9% or more of any class of securities of such Person, or (ii) purchase an entity or entities that are directly or indirectly engaged in, or assets that are used in, a Competing Business at the time of such acquisition, so long as (x) such acquired entity is primarily engaged, or the assets constitute a portion of a greater amount of acquired assets which taken as a whole are used primarily in, activities which are not Competing Businesses or (y) the Seller promptly disposes of any portion of such acquired entity (or acquired assets) that is engaged in a Competing Business. For purposes of this Section 5.7(a), a "Competing Business" means (i) the mining, manufacture or sale (including distribution) of (x) industrial minerals, or products manufactured therefrom, similar to those presently being mined, manufactured or sold by the Business, or (y) products which are currently the subjects of ongoing research projects disclosed in a letter which has been delivered by World Minerals to the Seller (with a copy to the Purchaser) prior to the date hereof, or (ii) the manufacture or sale of products utilizing crossflow filtration technology or of filtration membranes. For purposes of this Section 5.7(a), an acquired entity or group of acquired assets which, based upon financial statements for its most recently completed fiscal year, generated twenty percent (20%) or more of total revenues from Competing Businesses shall be deemed to be primarily engaged, or the assets primarily used, in activities which are Competing Businesses. (b) It is expressly understood Since the Purchaser will be irreparably damaged and agreed that although Optionee and Company consider its remedy at law will be inadequate in the restrictions contained in this event of a breach of Section 7 and 5.7(a), the following Purchaser shall be entitled to an injunction restraining any violation of such Section 8 to be reasonable, if a final judicial determination is made by a court of competent jurisdiction that the time or territory or any other restriction contained in this Award Agreement is appropriate decree of specific performance, without showing any actual damage or that monetary damages would not provide an unenforceable restriction against Optionee, the provisions of this Award Agreement adequate remedy. Such remedies shall not be rendered void but exclusive and shall be deemed amended in addition to apply as any other remedy which the Purchaser may have, including the right to monetary damages for the period preceding such maximum time and territory and to such maximum extent as such court may judicially determine or indicate specific enforcement. (c) If any provision of this Section 5.7 is held to be enforceable. Alternativelyunenforceable because of the scope, if any duration or area of its applicability, the court making such determination shall have the power to modify such scope, duration or area or all of competent jurisdiction finds that any restriction contained in this Award Agreement is unenforceablethem, and such restriction cannot provision shall then be amended so as to make it enforceable, applicable in such finding shall not affect the enforceability of any of the other restrictions contained hereinmodified form.

Non-Competition. a. At all times during Employee’s employment hereunder, and for a period equal to the longer of (ai) In consideration one (1) year after termination of employment with the Company’s grant of this OptionCompany or (ii) three (3) years from the Effective Date, the Optionee agrees that for as long as the Optionee is employed Employee shall not, directly or indirectly, engage in any business, (except where approved by the Company in writing in advance), whether as owner, operator, shareholder (except as a holder of not more than five percent (5%) of the outstanding stock of any company traded on a national securities exchange or actively traded in a national over-the-counter market), director, partner, creditor, consultant, agent, employee or in any other capacity whatsoever that manufactures products or provides services that compete, in any material respect, directly with products or services of the Company (its affiliates, parents, subsidiaries or predecessors in interest) or markets such products anywhere in the world where the Company (its affiliates, parents, subsidiaries or predecessors in interest) (i) is engaged in business or (ii) has evidenced an intention of engaging in business and until for which the first anniversary Company, its affiliates, parents, or its subsidiaries prepared a business plan or study or committed resources of the Company to investigate on or before the date of termination of Employee’s employment. Employee acknowledges that he has read the Optioneeforegoing and agrees that the nature of the geographical restrictions are reasonable given the international nature of the Company’s business. In the event that these geographical or temporal restrictions are judicially determined to be unreasonable, the parties agree that these restrictions shall be judicially reformed to the maximum restrictions which are reasonable. b. Notwithstanding the provisions of the preceding Paragraph 10a., Employee may accept employment with a company that would be deemed to be a competitor of the Company (its affiliates, parents, subsidiaries or any Affiliatepredecessors in interest) as described in the previous sentence (“Competitor”), so long as the case may be, such Optionee will not directly or indirectly, (i) engage the Competitor has had annual revenues of at least $1 billion in any business that operates a telematics business that is seeking to provide automotive manufacturers with an integrated hardware and service package that competes directly with the business each of the Company or its Subsidiaries at the time of termination of such Optionee’s employment, (a “Competitive Business”)prior two fiscal years, (ii) enter the employ of, or render any services to, any Person engaged Competitor’s revenues for products and maintenance in a Competitive Business, direct competition with the Company does not exceed 50% of its total revenues and (iii) acquire a financial interest in, Employee’s responsibilities are solely for divisions or otherwise become actively involved with, any person engaged in a Competitive Business, directly or indirectly, as an individual, partner, shareholder, officer, director, principal, agent, trustee or consultant, (iv) interfere subsidiaries of the Competitor that do not compete with business relationships (whether formed before or after the date of this Award Agreement) between the Company (its affiliates, subsidiaries or any of its Affiliates and customers, suppliers, Partners, members or investors of the Company or its Affiliates or (v) disparage the Company, its Directors, Officers or controlling stockholders. Notwithstanding the foregoing, the Optionee may, directly or indirectly own, solely as an investment, securities of any Person engaged predecessors in the business of the Company or its Affiliates which are publicly traded on a national or regional stock exchange or on the over-the-counter market if the Optionee (i) is not a controlling Person of, or a member of a group which controls, such Person and (ii) does not, direct or indirectly, own 5% or more of any class of securities of such Personinterest). (b) It is expressly understood and agreed that although Optionee and Company consider the restrictions contained in this Section 7 and the following Section 8 to be reasonable, if a final judicial determination is made by a court of competent jurisdiction that the time or territory or any other restriction contained in this Award Agreement is an unenforceable restriction against Optionee, the provisions of this Award Agreement shall not be rendered void but shall be deemed amended to apply as to such maximum time and territory and to such maximum extent as such court may judicially determine or indicate to be enforceable. Alternatively, if any court of competent jurisdiction finds that any restriction contained in this Award Agreement is unenforceable, and such restriction cannot be amended so as to make it enforceable, such finding shall not affect the enforceability of any of the other restrictions contained herein.

Non-Competition. The Employee agrees that, except as otherwise provided herein, during the Employment and for (ax) In consideration a period of the Company’s grant of this Option, the Optionee agrees that for as long as the Optionee is employed by the Company and until the first anniversary of the date of two (2) years after any Termination Date applicable to any termination of the Optionee’s employment with Employment under Section 5(A)(ii) or Section 5(B)(i)(b), and (y) a period of one (1) year after any Termination Date applicable to any termination of the Company or any AffiliateEmployment under Section 5(A)(iii), as the case may be, such Optionee Employee will not directly or indirectly, (i) engage whether or not for compensation and whether or not as an employee, be engaged in or have any impermissible financial interest in any business that operates a telematics business that is seeking to provide automotive manufacturers with an integrated hardware and service package that competes directly in fact competing with the business of the Company or its Subsidiaries at the time of termination of such Optionee’s employment, (a “Competitive Business”"competing business"). For purposes of this Agreement, (ii) enter the employ of, or render any services to, any Person Employee shall be deemed to be engaged in a Competitive Businesscompeting business if the business is a pan-regional, (iii) acquire a financial interest incommunity based, or otherwise become actively involved withconsumer oriented, any person engaged in a Competitive Businessinternet service focused on Latin America, directly or indirectly, as and Employee is an individual, partner, shareholderemployee, officer, director, principal, agent, trustee partner or consultant, (iv) interfere with consultant of such competing business relationships (whether formed before or after the date has an impermissible financial interest therein. For purposes of this Award Agreement) between the Company or any of its Affiliates and customers, suppliers, Partners, members or investors of the Company or its Affiliates or (v) disparage the Company, its Directors, Officers or controlling stockholders. Notwithstanding the foregoing, the Optionee mayEmployee shall only be deemed to have an impermissible financial interest in a competing business if Employee is a partner or shareholder therein, directly or indirectly own, solely except as provided hereafter. Employee shall be deemed to have an investment, securities of impermissible financial interest in any Person engaged in the competing Publicly Traded business of the Company or its Affiliates which are publicly traded on a national or regional stock exchange or on the over-the-counter market if the Optionee Employee (i) is not a controlling Person ofduring the Employment, beneficially or a member of a group which controlsdirectly owns more than one percent (1%), such Person and (ii) does notfollowing any Termination Date, direct directly owns more than three percent (3%) or indirectlybeneficially owns more than five percent (5%), own 5% or more in each case of any class of securities of such Person. (b) It is expressly understood and agreed that although Optionee and Company consider the restrictions contained in this Section 7 and the following Section 8 to be reasonablePublicly Traded company, if a final judicial determination is made by a court of competent jurisdiction that the time whether or territory or any other restriction contained in this Award Agreement not Employee is an unenforceable restriction against Optioneeofficer, the provisions of this Award Agreement shall not be rendered void but shall be deemed amended to apply as to such maximum time and territory and to such maximum extent as such court may judicially determine director, partner, employee or indicate to be enforceable. Alternatively, if any court of competent jurisdiction finds that any restriction contained in this Award Agreement is unenforceable, and such restriction cannot be amended so as to make it enforceable, such finding shall not affect the enforceability of any of the other restrictions contained hereinconsultant thereto.

Non-Competition. (a) In consideration During Employee’s service with Evercore and the 12-month period immediately following cessation of the Company’s grant of this Optionthat service for any reason, the Optionee agrees that for as long as the Optionee is employed by the Company and until the first anniversary of the date of termination of the Optionee’s employment with the Company or any AffiliateEmployee will not, as the case may be, such Optionee will not directly or indirectly, : (iA) engage in any business that operates a telematics business that is seeking to provide automotive manufacturers with an integrated hardware and service package that competes directly with the business of the Company Evercore (including, without limitation, any businesses that Evercore is then actively considering conducting, so long as Employee knows or its Subsidiaries at the time of termination reasonably should know of such Optionee’s employment, plan(s)) in any geographical area that is within 100 miles of any geographical area where Evercore provides its products or services (a “Competitive Business”), ; (iiB) enter the employ of, or render any services to, any Person engaged in (or any division or controlled or controlling affiliate of any Person) who or which is a Competitive Business; or (C) subject to the terms of Evercore employee investments policies and procedures applicable to executive officers from time to time, (iii) acquire a financial interest in, or otherwise become actively involved with, any person engaged in a Competitive Business, directly or indirectly, as an individual, partner, shareholder, officer, director, principal, agent, trustee or consultant, (iv) interfere with business relationships (whether formed before or after the date of this Award Agreement) between the Company or any of its Affiliates and customers, suppliers, Partners, members or investors of the Company or its Affiliates or (v) disparage the Company, its Directors, Officers or controlling stockholders. Notwithstanding the foregoingprovisions of Section 2(a)(i)(A), the Optionee may(B) or (C) above, directly or indirectly ownnothing contained in this Section 2(a)(i) shall prohibit Employee from (x) investing, solely as an investmenta passive investor, securities of in any Person engaged in the business of the Company or its Affiliates which are publicly traded on a national or regional stock exchange or on the over-the-counter market if the Optionee (i) is not a controlling Person of, or a member of a group which controls, such Person and (ii) does not, direct or indirectly, own 5% or more held company; provided that Employee’s beneficial ownership of any class of such publicly held company’s securities does not exceed two percent (2%) of the outstanding securities of such Person. class, (by) It is expressly understood subject to the terms of Evercore compliance procedures and agreed policies applicable to executive officers then currently in effect, managing Employee’s own investments, including through a family office, or (z) continue to serve on a board of directors or other governing body of an entity that although Optionee and Company consider the restrictions contained engages in this Section 7 and the following Section 8 to be reasonablea Competitive Business, if a final judicial determination is made by a court Employee provided such service prior to the date of competent jurisdiction that the time or territory or any other restriction contained in this Award Agreement is an unenforceable restriction against Optionee, the provisions of this Award Agreement shall not be rendered void but shall be deemed amended to apply as to such maximum time and territory and to such maximum extent as such court may judicially determine or indicate to be enforceable. Alternatively, if any court of competent jurisdiction finds that any restriction contained in this Award Agreement is unenforceable, and such restriction cannot be amended so as to make it enforceable, such finding shall not affect the enforceability of any of the other restrictions contained hereintermination.

Non-Competition. The Executive agrees that the Executive will not, during the "Restrictive Period", as defined below, engage in, or otherwise directly or indirectly be employed by, or act as a consultant or lender to, or be a director, officer, employee, owner, co-venturer, member or partner of, or use or expressly permit the Executive's name to be used by (acollectively an "Engagement With"), any business, entity or organization which has a primary line of business (i.e. representing more than 4.9% of its revenue) In consideration involving the sale at retail, whether from store locations, and/or by or from direct mail, catalogues and/or websites, of party goods and/or supplies anywhere in the United States (a "Competing Entity"); provided, however, that in each case the provisions of this Section 8(a) will not be deemed breached merely because the Executive owns not more than five percent (5.0%) of the Company’s grant outstanding common stock of this Optiona Competing Entity, the Optionee agrees that for as long as the Optionee is employed by the Company and until the first anniversary of the date of termination of the Optionee’s employment with the Company or any Affiliateif, as the case may be, such Optionee will not directly or indirectly, (i) engage in any business that operates a telematics business that is seeking to provide automotive manufacturers with an integrated hardware and service package that competes directly with the business of the Company or its Subsidiaries at the time of termination of its acquisition by the Executive, such Optionee’s employment, (a “Competitive Business”), (ii) enter the employ of, or render any services to, any Person engaged in a Competitive Business, (iii) acquire a financial interest in, or otherwise become actively involved with, any person engaged in a Competitive Business, directly or indirectly, as an individual, partner, shareholder, officer, director, principal, agent, trustee or consultant, (iv) interfere with business relationships (whether formed before or after the date of this Award Agreement) between the Company or any of its Affiliates and customers, suppliers, Partners, members or investors of the Company or its Affiliates or (v) disparage the Company, its Directors, Officers or controlling stockholders. Notwithstanding the foregoing, the Optionee may, directly or indirectly own, solely as an investment, securities of any Person engaged in the business of the Company or its Affiliates which are publicly traded stock is listed on a national securities exchange, is reported on NASDAQ, or regional stock exchange or on is regularly traded in the over-the-counter market if the Optionee (i) is not a controlling Person of, or by a member of a group national securities exchange; and provided, further, however, that, subject to the provisions of Section 8(b), nothing herein shall prevent the Executive from working for a business segment or department of a Competing Entity, or a subsidiary, division or other entity that controls or is controlled by a Competing Entity if (and only if), the business segment or department of the Competing Entity for which controlsthe Executive provides services, such Person or the subsidiary, division or other entity by which the Executive has an Engagement With (as the case may be), (1) does not itself compete with the Company, and (2) the Executive does not provide any services, advice, assistance and/or guidance to any business segment or department, subsidiary, division, or other entity of the Competing Entity which competes with the Company. As used in this Section the "Restrictive Period" shall be (i) the period the Executive is employed by the Company and (ii) does not, direct or indirectly, own 5% or more the period of any class of securities of such Person. one (b1) It is expressly understood and agreed that although Optionee and Company consider year after the restrictions contained in this Section 7 and the following Section 8 Executive ceases to be reasonableemployed by the Company for any reason, if a final judicial determination is made by a court or, in the case of competent jurisdiction the Executive's Engagement With any Competing Entity that operates retail stores which are located in any states where the time or territory or any other restriction contained in this Award Agreement is an unenforceable restriction against OptioneeCompany has retail stores on the date of the Executive's cessation of employment, the provisions period of this Award Agreement shall not be rendered void but shall be deemed amended to apply as to such maximum time and territory and to such maximum extent as such court may judicially determine or indicate eighteen (18) months period after the Executive ceases to be enforceable. Alternatively, if employed by the Company for any court of competent jurisdiction finds that any restriction contained in this Award Agreement is unenforceable, and such restriction cannot be amended so as to make it enforceable, such finding shall not affect the enforceability of any of the other restrictions contained hereinreason.

Non-Competition. (a) In consideration Each of the Company’s grant of this Option, the Optionee agrees Members (other than PAGP) hereby acknowledges that for as long as the Optionee is employed by the Company and until its Subsidiaries operate in a competitive business and compete with other Persons operating in the first anniversary midstream segment of the date of termination oil and gas industry for acquisition opportunities. Each of the Optionee’s employment with Members agrees that during the Company or any Affiliateperiod that it is a Member, as the case may be, such Optionee will not directly or indirectly, (i) engage in any business that operates a telematics business that is seeking to provide automotive manufacturers with an integrated hardware and service package that competes directly with the business of the Company or its Subsidiaries at the time of termination of such Optionee’s employment, (a “Competitive Business”), (ii) enter the employ of, or render any services to, any Person engaged in a Competitive Business, (iii) acquire a financial interest in, or otherwise become actively involved with, any person engaged in a Competitive Businessit shall not, directly or indirectly, use any of the confidential information it receives as an individuala Member or which its designee receives as a Director of the Company or as the Oxy Observer to compete with, or engage in or become interested financially in as a principal, employee, partner, shareholder, officer, director, principal, agent, trustee manager, owner, advisor, lender, guarantor of any Person that competes in North America with, the business conducted by the Company and its Subsidiaries; provided, however, that when a Member engages in such activities, there shall be no presumption of misuse of such confidential information solely because a Representative or consultantDirector designee of such Member or the Oxy Observer may retain a mental impression of any such confidential information. The Company and the Members acknowledge that a Member may have in conception or development technology or business opportunities which may be very similar or even identical to the Company’s confidential information and, so long as such Member abides by Section 10.4, neither such Member nor its designee Director or observer shall have any other restriction on such technology or business opportunities and the Company and the other Members shall have no rights in such technology or business opportunities. The Company and each of the Members also acknowledge and agree that (ivi) interfere Xxxxx Xxxxxxxx Capital Advisors L.P. and its Affiliates (“Xxxxx Xxxxxxxx”), First Reserve XII Advisors, L.L.C. and its Affiliates (“First Reserve”), and EMG Investment, LLC and its Affiliates (“EMG”) manage investments in the energy industry in the ordinary course of business (such investments referred to as “Institutional Investments”) and that Xxxxx Xxxxxxxx, First Reserve and EMG may make Institutional Investments, even if such Institutional Investments are competitive with the Partnership’s and its Subsidiaries’ business; (ii) Oxy Holding Company (Pipeline), Inc. (“Oxy”) and its Affiliates engage in business relationships that includes activities and business or strategic interests or investments that are related to, complement or compete with the businesses of the Company and its Subsidiaries and that Oxy and its Affiliates may engage in such activities or business; and (whether formed before iii) Xxxxx Xxxxxxxx, First Reserve, EMG, Oxy and their respective Affiliates (A) shall not be prohibited, by virtue of its status as a Member or after the date its designation of this Award Agreementa Director or an observer, from pursuing or engaging in such Institutional Investments described in clause (i) between above or activities or interests described in clause (ii) above, as applicable; (B) shall not be obligated, or have a duty, to inform or present to the Company or any of its Affiliates Subsidiaries, of any opportunity, relationship or investment (and customersno other Member will acquire or be entitled to any interest or participation in any such opportunity, suppliersrelationship or investment) and shall not be bound by the doctrine of corporate opportunity (or any analogous doctrine); and (C) shall not be deemed to have a conflict of interest with, Partnersor to have breached this Section 11.1 or any duty (if any), members whether express or investors of implied by law, to, the Company or its Affiliates or any other Member by reason of such Member’s (vor any of its Representative’s or equity holder’s) disparage the Companyinvolvement in such activities or interests; provided, its Directorsthat in all cases, Officers or controlling stockholders. Notwithstanding the foregoing, the Optionee may, directly or indirectly own, solely as an investment, securities of any Person engaged such Institutional Investments are not in the business violation of the Company provisions of Section 10.4 or its Affiliates which are publicly traded on a national or regional stock exchange or on the over-the-counter market if second sentence of this Section 11.1. Each of the Optionee (i) is not a controlling Person of, or a member of a group which controls, such Person and (ii) does not, direct or indirectly, own 5% or more of any class of securities of such Person. (b) It is expressly understood and agreed Members confirms that although Optionee and Company consider the restrictions contained in this Section 7 11.1 are reasonable and valid and all defenses to the following Section 8 to be reasonable, if a final judicial determination is made strict enforcement thereof are hereby waived by a court of competent jurisdiction that the time or territory or any other restriction contained in this Award Agreement is an unenforceable restriction against Optionee, the provisions of this Award Agreement shall not be rendered void but shall be deemed amended to apply as to such maximum time and territory and to such maximum extent as such court may judicially determine or indicate to be enforceable. Alternatively, if any court of competent jurisdiction finds that any restriction contained in this Award Agreement is unenforceable, and such restriction cannot be amended so as to make it enforceable, such finding shall not affect the enforceability of any each of the other restrictions contained hereinMembers.

Non-Competition. (a) In consideration Except to the extent permitted by paragraph (b) below, without the prior written consent of Purchaser, for a period of two (2) years after the Company’s grant Closing (the “Restricted Period”), none of this OptionSeller or any of its Affiliates shall engage, directly or indirectly, in the Optionee agrees discount retail securities brokerage business including through an online distribution channel, excluding the offering of an online securities brokerage facility as part of a diversified suite of products offered solely to Customers of depository institutions Affiliated with the Seller and not on a stand-alone basis (the “Restricted Business”), anywhere in the Territory or, directly or indirectly, own an interest in, manage, operate, control, or otherwise, directly or indirectly, engage in the ownership, management, operation or control of, any Person engaged in the Restricted Business in the Territory. (b) The restrictions set forth in Section 5.16(a) shall not be construed to prohibit or restrict any Person from acquiring Seller or any of its Affiliates, nor shall they be construed to prohibit or restrict Seller or any of its Affiliates from: (i) offering asset management products or conducting its investment advisory business in the ordinary course; (ii) providing banking or back-office services in support of another entity that for is engaged in the Restricted Business so long as such services are provided in a manner that does not give the impression that the provider of such banking or back-office services is itself engaged in the Restricted Business; (iii) acquiring, or otherwise combining with, during the Restricted Period, any diversified business engaged in the Restricted Business with non-Affiliated Persons, as long as during each year of the Optionee Restricted Period, the percentage of revenues of such business attributable to such Restricted Business during the preceding fiscal year represents less than thirty percent (30%) of such business’s total revenues during such period (based on such business’s latest financial statements); (iv) merging or otherwise entering into a business combination with a Canadian financial institution (or a holding company therefor) having equity securities listed on a securities exchange; (v) owning securities having no more than five percent (5%) of the outstanding voting power of any Person engaged in the Restricted Business which are listed on any national securities exchange or traded actively in the national over-the-counter market or owning securities of any Person in the ordinary course of its brokerage business so long as Seller or such Affiliate has no other involvement with such Person other than in the ordinary course of its business; (vi) operating its business (excluding the Company) as it is employed being conducted as of the date hereof; (vii) acting as a fiduciary or nominee for any trust or similar account holding, directly or indirectly, equity securities of an entity that engages in or includes a Restricted Business; or (viii) offering any product or service to Canadian nationals residing in the Territory. (c) Notwithstanding anything contained in this Section 5.16, the provisions of Section 5.16(a) and (d) shall not apply to the surviving entity in any merger or business combination described in Section 5.16(b)(iv) or such surviving entity’s Affiliates. (d) For a period of three (3) years after the Closing, none of Seller or any of its Affiliates will (and Seller shall caused its controlled Affiliated not to), directly or indirectly, use any customer lists, customer prospect information or information with respect to Customers developed by or for the use of the Company or obtained from information provided by the Company, for any purpose, including to (i) induce any Person that is a customer of the Company as of the date hereof or as of the Closing Date (a “Customer”) to patronize any business engaged in the Restricted Business; (ii) canvass, solicit, or accept from any Customer, any such business; or (iii) request or advise any Customer or vendor of the Company to withdraw, curtail or cancel any such Customer’s or vendor’s business with the Company that constitutes Restricted Business; provided, however, that the restrictions set forth in this Section 5.16(c) shall not be construed to prohibit or restrict (x) any general solicitation or advertisement originating outside of, and not specifically targeted to or reasonably expected to target, the Territory, (y) continuing to service, except with respect to the Restricted Business, consistent with past practice, Customers of both the Company and until the first anniversary Seller or its Affiliates or (z) offering services to any employee of the date of termination of the Optionee’s employment with the Company Seller or any Affiliateof its Affiliates to the extent that such services are generally available to employees of Seller or its Affiliates. (e) For a period of two (2) years after the Closing, as the case may be, such Optionee Seller will not in any way, directly or indirectly, (i) engage solicit for employment, or knowingly permit any Affiliate to solicit for employment, any officer or employee who was employed by the Company as of the Closing Date and continue to be employed by the Company after the Closing Date, or in any business that operates a telematics business that is seeking manner seek to provide automotive manufacturers with an integrated hardware and service package that competes directly with induce any such person to leave the business employ of Purchaser or the Company or its Subsidiaries (ii) hire for employment, or knowingly permit any Affiliate to hire for employment, any officer or any management or sales employee or any other employee who at the Closing is compensated at a base salary of $75,000 or more and in each case who was employed by the Company as of the Closing Date or at any time during the six (6) months prior to the Closing Date, except for employees terminated by the Purchaser or the Company following the Closing. (f) If Seller or any of termination its Affiliates breaches, or threatens to commit a breach of, any of such Optionee’s employment, the provisions of this Section 5.16 (a the “Competitive BusinessRestrictive Covenants”), the Company and Purchaser shall have the right and remedy (iiupon compliance with any necessary prerequisites imposed by Law upon the availability of such remedies), to have the Restrictive Covenants specifically enforced (without posting any bond) enter by any court having equity jurisdiction, including, without limitation, the employ right to an entry against Seller or any of its Affiliates of restraining orders and injunctions (preliminary, mandatory, temporary and permanent) against violations, threatened or actual, and whether or not then continuing, of such covenants, it being acknowledged and agreed that any such breach or threatened breach will cause irreparable injury to the Company and Purchaser and that money damages will not provide adequate remedy to the Company and Purchaser. This right and remedy shall be in addition to, and not in lieu of, any other rights and remedies available to the Company and Purchaser under law or render in equity. (g) If any services to, court determines that any Person engaged in a Competitive Business, (iii) acquire a financial interest inof the Restrictive Covenants, or otherwise become actively involved withany part thereof, is invalid or unenforceable, the remainder of the Restrictive Covenants shall not thereby be affected and shall be given full effect, without regard to the invalid portions. In addition, if any person engaged court of any one or more of jurisdictions holds the Restrictive Covenants wholly or partially unenforceable, it is the intention of the Company, Purchaser and Seller that such determination not bar or in a Competitive Businessany way affect the Company’s and Purchaser’s rights to the relief provided above in the courts of any other jurisdiction as to breaches of such Restrictive Covenants in such other jurisdictions. (h) From and after the date hereof, Purchaser agrees that it and its Affiliates will not, directly or indirectly, as an individualuse any customer lists, partner, shareholder, officer, director, principal, agent, trustee customer prospect information or consultant, (iv) interfere information with business relationships (whether formed before respect to Customers developed by or after for the date use of this Award Agreement) between the Company or any of its Affiliates and customers, suppliers, Partners, members or investors of the Company or its Affiliates or (v) disparage the Company, its Directorsor obtained from information provided by the Company, Officers or controlling stockholders. Notwithstanding to solicit any Customer that has an Excluded Account (and has no other continuing business relationship with the foregoing, the Optionee may, directly or indirectly own, solely Company as an investment, securities of any Person engaged in the business of the Company or its Affiliates which are publicly traded on a national or regional stock exchange or on the over-the-counter market if the Optionee (idate hereof) is not a controlling Person of, or a member of a group which controls, such Person and (ii) does not, direct or indirectly, own 5% or more of for any class of securities of such Personbrokerage business. (b) It is expressly understood and agreed that although Optionee and Company consider the restrictions contained in this Section 7 and the following Section 8 to be reasonable, if a final judicial determination is made by a court of competent jurisdiction that the time or territory or any other restriction contained in this Award Agreement is an unenforceable restriction against Optionee, the provisions of this Award Agreement shall not be rendered void but shall be deemed amended to apply as to such maximum time and territory and to such maximum extent as such court may judicially determine or indicate to be enforceable. Alternatively, if any court of competent jurisdiction finds that any restriction contained in this Award Agreement is unenforceable, and such restriction cannot be amended so as to make it enforceable, such finding shall not affect the enforceability of any of the other restrictions contained herein.

Non-Competition. (ai) In consideration the Executive agrees that he shall not during the Employment Period and for a period of one year after the termination or end thereof for any reason, without the approval of the Company’s grant of this OptionBoard which, after the Optionee agrees that for as long as the Optionee is employed by the Company and until the first anniversary end of the date of termination of the Optionee’s employment with the Company Employment Period, shall not unreasonably be withheld or any Affiliatedelayed, as the case may be, such Optionee will not directly or indirectly, alone or as partner, joint venturer, officer, director, employee, consultant, agent, independent contractor or controlling stockholder (iother than as provided below) of any Company or business, engage in any business that operates a telematics business that is seeking to provide automotive manufacturers with an integrated hardware “Competitive Business” within the United States or within the United Kingdom and service package that which directly competes directly with the business of the Company or its Subsidiaries at the time and/or Cyclacel Limited. For purposes of termination of such Optionee’s employment, (a “Competitive Business”), (ii) enter the employ of, or render any services to, any Person engaged in a Competitive Business, (iii) acquire a financial interest in, or otherwise become actively involved with, any person engaged in a Competitive Business, directly or indirectly, as an individual, partner, shareholder, officer, director, principal, agent, trustee or consultant, (iv) interfere with business relationships (whether formed before or after the date of this Award Agreement) between the Company or any of its Affiliates and customers, suppliers, Partners, members or investors of the Company or its Affiliates or (v) disparage the Company, its Directors, Officers or controlling stockholders. Notwithstanding the foregoing, the Optionee mayterm “Competitive Business” shall mean any business involved in and/or intending to seek marketing approvals of drug candidates belonging to the same pharmaceutical class as the candidates under development by the Company from time to time, directly or indirectly owncurrently CDK inhibitors, solely as an investmentPLK inhibitors and nucleoside analogues; provided that, securities of any Person engaged this provision shall in no way prevent the business Executive, after the end of the Company or its Affiliates which are publicly traded on Employment Period, from being employed as a national or regional stock exchange or on consultant. (ii) Notwithstanding the over-the-counter market if the Optionee provisions of clause (i) is not a controlling Person of, or a member of a group which controls, such Person and (ii) does not, direct or indirectly, own 5% or more of any class of securities of such Person. (b) It is expressly understood and agreed that although Optionee and Company consider the restrictions contained in this Section 7 and the following Section 8 to be reasonable, if a final judicial determination is made by a court of competent jurisdiction that the time or territory above or any other restriction contained provision of this Agreement to the contrary, the Executive shall not be prohibited during the period applicable under clause (i) above from acting as a passive investor where (a) in this Award Agreement is an unenforceable restriction against Optioneethe case of a Competitive Business being a public corporation, the Executive owns not more than five percent (5%) of the issued and outstanding capital stock or such higher percentage or amount as may be approved by the Board upon notice from the Executive prior to obtaining such interest; provided, however, that the Executive shall not be treated as having violated the provisions of this Award Agreement shall not Section 12 if in good faith he is unaware that an entity in which he has an investment interest would be rendered void but shall be deemed amended treated as a Competitive Business and, upon becoming aware of such involvement, the Executive makes reasonable efforts to apply as to divest himself of his interest in such maximum time and territory and to such maximum extent as such court may judicially determine business; (b) in the case of any employer or indicate entity other than a Competitive Business that is engaged in, or whose affiliates are engaged in, the development or marketing of products or technologies that are directly or indirectly competitive with any product or technology that is developed or marketed or proposed to be enforceable. Alternativelydeveloped or marketed by Company during the Employment Period, if any court of competent jurisdiction finds that any restriction contained in this Award Agreement is unenforceable, and such restriction canthe Executive owns not be amended so as to make it enforceable, such finding shall not affect the enforceability of any more than five percent (5%) of the other restrictions contained hereinissued and outstanding capital stock; or (c) receiving stock, options or warrants from any entity with which the Executive can have a relationship pursuant to clause (i) above as part of the Executive’s compensation for services rendered or to be rendered.

Non-Competition. (a) In consideration of During the Company’s grant of this OptionRestriction Period (as defined in Section 13(b) below), the Optionee agrees that for as long as the Optionee is employed by the Company and until the first anniversary of the date of termination of the Optionee’s employment Executive shall not engage in Competition with the Company or any Affiliate, as the case may be, such Optionee will not directly or indirectly, (i) engage Subsidiary. “Competition” shall mean engaging in any business that operates activity, except as provided below, for a telematics business that is seeking to provide automotive manufacturers with an integrated hardware and service package that competes directly with the business Competitor of the Company or its Subsidiaries at the time of termination of such Optionee’s employmentany Subsidiary, (a “Competitive Business”), (ii) enter the employ of, or render any services to, any Person engaged in a Competitive Business, (iii) acquire a financial interest in, or otherwise become actively involved with, any person engaged in a Competitive Business, directly or indirectly, whether as an individualemployee, partnerconsultant, shareholderprincipal, agent, officer, director, partner, shareholder (except as a less than one percent shareholder of a publicly traded company) or otherwise. A “Competitor” shall mean (i) Bed Bath & Beyond, Inc., Home Place Inc., X.X. Xxxxxx, Federated Department Stores, Xxxx, Target, Sears, Home Depot and K-Mart (and any successor or successors thereto); (ii) any home textiles or housewares store, specialty store or other retailer if either $25 million or 40% or more of its annual gross sales revenues (in either case, based on the most recent quarterly or annual financial statements available) are derived from the sale of home textiles, housewares or other goods or merchandise of the types sold in the Company’s (or any Subsidiary’s) stores; (iii) any corporation or other entity whether independent or owned, funded or controlled by any other entity, engaged or organized for the purpose of engaging, in whole or in part, in the sale of home textiles, housewares or other goods or merchandise of the types sold in the Company’s (or any Subsidiary’s) stores; (iv) any business that provides buying office services to any business or group of businesses referred to above, or (v) any business (in the U.S. or any country in which the Company or any Subsidiary operates a store or stores) which is in material competition with the Company or any Subsidiary or division thereof and in which Executive’s functions would be substantially similar to Executive’s functions with the Company. If Executive commences employment or becomes a consultant, principal, agent, trustee officer, director, partner, or shareholder of any entity that is not a Competitor at the time Executive initially becomes employed or becomes a consultant, (iv) interfere with business relationships (whether formed before principal, agent, officer, director, partner, or after shareholder of the date entity, future activities of such entity shall not result in a violation of this Award Agreementprovision unless (x) between such activities were contemplated by Executive at the time Executive initially became employed or becomes a consultant, principal, agent, officer, director, partner, or shareholder of the entity or (y) Executive commences directly or indirectly to advise, plan, oversee or manage the activities of an entity which becomes a Competitor during the Restriction Period, that activities are competitive with the activities of the Company or any of its Affiliates and customers, suppliers, Partners, members or investors of the Company or its Affiliates or (v) disparage the Company, its Directors, Officers or controlling stockholders. Notwithstanding the foregoing, the Optionee may, directly or indirectly own, solely as an investment, securities of any Person engaged in the business of the Company or its Affiliates which are publicly traded on a national or regional stock exchange or on the over-the-counter market if the Optionee (i) is not a controlling Person of, or a member of a group which controls, such Person and (ii) does not, direct or indirectly, own 5% or more of any class of securities of such PersonSubsidiary. (b) It is expressly understood and agreed that although Optionee and Company consider the restrictions contained in this Section 7 and the following Section 8 to be reasonable, if a final judicial determination is made by a court of competent jurisdiction that the time or territory or any other restriction contained in this Award Agreement is an unenforceable restriction against Optionee, the provisions of this Award Agreement shall not be rendered void but shall be deemed amended to apply as to such maximum time and territory and to such maximum extent as such court may judicially determine or indicate to be enforceable. Alternatively, if any court of competent jurisdiction finds that any restriction contained in this Award Agreement is unenforceable, and such restriction cannot be amended so as to make it enforceable, such finding shall not affect the enforceability of any of the other restrictions contained herein.

Non-Competition. (ai) In consideration of the Company’s grant of this Option, the Optionee agrees that for as For so long as it or any of its subsidiaries is the Optionee is employed by Advisor (as defined in the Advisory Agreement, dated July 1, 1996, as amended, between the Company and until the first anniversary Advisor) and the Manager (as defined in the Management Agreements, dated July 1, 1996, as amended, between the Company (or the subsidiary of the date of termination Company which is the owner of the Optionee’s employment with applicable property) and the Company or Manager) of the Centers, neither WHL nor any Affiliateof its subsidiaries shall acquire, as the case may be, such Optionee will not directly or indirectly, (i) engage any ownership interest in any business that operates a telematics business that is seeking to provide automotive manufacturers with an integrated hardware and service package that competes directly with shopping center properties or power centers in the business of the Company or its Subsidiaries at the time of termination of such Optionee’s employment, United States (a “"Competitive Business”)") or own an interest in, (ii) enter the employ ofas a partner, member, stockholder, co-venturer or render any services tootherwise, any Person engaged corporation, company, partnership, firm, association, enterprise or other entity that owns any ownership interest in a Competitive Business, except in accordance with this Section 4, PROVIDED that nothing contained in this Section 4 shall prohibit or restrain WHL or any of its subsidiaries or Affiliates from (A) owning any interest in Westfield America Trust or the Company, (B) acquiring shares of capital stock or other equity interests in any entity where such shares or interests represent a minority interest of 5% or less of such entity's outstanding capital stock or equity interests, PROVIDED that such entity is not controlled by WHL or any such subsidiary and employees of the Westfield Group do not serve as an executive officer, director, manager or advisor to such entity, (C) acquiring indebtedness of any person, (D) acquiring by asset purchase, stock purchase, merger, consolidation or otherwise of any corporation, partnership or other business entity (each an "Entity") partially engaged in the Competitive Business, PROVIDED that such activities relating to the Competitive Business do not exceed 5% of the revenues or net equity of such Entity or such Entity disposes of such Competitive Business within one year of such acquisition, or (E) acquiring any interest in airport projects or the retail portions thereof. (ii) If WHL or any of its subsidiaries shall be presented with the opportunity to acquire any Competitive Business which would be subject to the restriction in clause (i) above, WHL shall ensure that such opportunity is presented to the Board of Directors of the Company. If for any reason a majority of the Independent Directors of the Board of Directors of the Company (or if the Company does not have a majority of Independent Directors, a majority of Independent Directors of the Board of Directors of WAT) shall elect not to pursue such opportunity, then WHL or its subsidiary shall be permitted to attempt to acquire such Competitive Business. (iii) In no event shall the foregoing be deemed to permit WHL or any of its subsidiaries to acquire a financial interest inregional shopping center which directly competes with any regional shopping center then owned by the Company or its subsidiaries and which is within the primary market area of any such shopping center ( a "Competing Mall"), PROVIDED that the foregoing restriction shall not be deemed to be violated if WHL or otherwise become actively involved withits subsidiaries shall acquire, any person engaged in a Competitive Business, either directly or indirectly, as an individuala Competitive Business which owns, partneramong other properties, shareholder, officer, director, principal, agent, trustee or consultant, (iv) interfere with business relationships (whether formed before or after the date of this Award Agreement) between the Company or any of its Affiliates and customers, suppliers, Partners, members or investors of the Company or its Affiliates or (v) disparage the Company, its Directors, Officers or controlling stockholders. Notwithstanding the foregoing, the Optionee may, directly or indirectly own, solely as an investment, securities of any Person engaged in the business of the Company or its Affiliates which are publicly traded on a national or regional stock exchange or on the over-the-counter market if the Optionee (i) is not a controlling Person of, or a member of a group which controls, such Person and (ii) does not, direct or indirectly, own 5% or more of any class of securities of such PersonCompeting Mall. (b) It is expressly understood and agreed that although Optionee and Company consider the restrictions contained in this Section 7 and the following Section 8 to be reasonable, if a final judicial determination is made by a court of competent jurisdiction that the time or territory or any other restriction contained in this Award Agreement is an unenforceable restriction against Optionee, the provisions of this Award Agreement shall not be rendered void but shall be deemed amended to apply as to such maximum time and territory and to such maximum extent as such court may judicially determine or indicate to be enforceable. Alternatively, if any court of competent jurisdiction finds that any restriction contained in this Award Agreement is unenforceable, and such restriction cannot be amended so as to make it enforceable, such finding shall not affect the enforceability of any of the other restrictions contained herein."

Non-Competition. The Employee acknowledges that the Employee (a) In consideration will perform services of a unique nature for the Company Group that are irreplaceable, and that the Employee’s performance of such services to a competing business will result in irreparable harm to the Company Group, (b) will have access to Confidential Information which, if disclosed, would unfairly and inappropriately assist in competition against the Company Group, (c) would inevitably use or disclose such Confidential Information in the course of the CompanyEmployee’s grant employment by a competitor, (d) will have access to the customers of this Optionthe Company Group, (e) will receive specialized training from the Company Group, and (f) will generate goodwill for the Company Group in the course of the Employee’s employment. Accordingly, during the Employment Term and for a period of 6 months immediately thereafter, the Optionee Employee agrees that for as long as the Optionee is employed by the Company and until the first anniversary of the date of termination of the Optionee’s employment with the Company or any AffiliateEmployee will not, as the case may be, such Optionee will not directly or indirectly, other than through the Company, engage or participate (i) or prepare to engage or participate), in any manner, whether directly or indirectly through an employee, employer, consultant, agent, principal, partner, more than 1% shareholder, officer, director, licensor, lender, lessor or in any other individual or representative capacity, in any business that operates a telematics business that or activity which is seeking to provide automotive manufacturers with an integrated hardware and service package that competes directly in competition with the business of the Company Group in the leasing, acquiring, exploring or its Subsidiaries at producing hydrocarbons and related products within the time of termination of such Optionee’s employment, (a “Competitive Business”), (ii) enter the employ boundaries of, or render any services towithin a ten-mile radius of the boundaries of, any Person engaged in a Competitive Business, (iii) acquire a financial mineral property interest in, or otherwise become actively involved with, of any person engaged in a Competitive Business, directly or indirectly, as an individual, partner, shareholder, officer, director, principal, agent, trustee or consultant, (iv) interfere with business relationships (whether formed before or after the date of this Award Agreement) between the Company or any of its Affiliates and customers, suppliers, Partners, members or investors member of the Company Group (including, without limitation, a mineral lease, overriding royalty interest, production payment, net profits interest, mineral fee interest or its Affiliates option or (v) disparage the Company, its Directors, Officers or controlling stockholders. Notwithstanding right to acquire any of the foregoing, the Optionee may, directly or indirectly own, solely an area of mutual interest as an investment, securities of designated pursuant to contractual agreements between any Person engaged in the business member of the Company Group and any third party), or its Affiliates any other property on which any of the Company Group has an option, right, license or authority to conduct or direct exploratory activities, such as three-dimensional seismic acquisition or other seismic, geophysical and geochemical activities (but not including any preliminary geological mapping), provided that the foregoing will not restrict the Employee from obtaining post-termination employment with an entity that only has de minimis operations in the restricted territory (as determined by the Board in good faith); provided that, this Section 7.4 will not preclude the Employee from making passive investments in securities of oil and gas companies which are publicly traded registered on a national or regional stock exchange or on the over-the-counter market exchange, if the Optionee (i) is the aggregate amount owned by the Employee and Employee’s spouse and children, if any, does not a controlling Person ofexceed 1% of such company’s outstanding securities, or a member of a group which controls, such Person and (ii) the aggregate amount invested in such investments by the Employee and Employee’s spouse and children does not, direct or indirectly, own 5% or more of any class of securities of such Personnot exceed $1,000,000. (b) It is expressly understood and agreed that although Optionee and Company consider the restrictions contained in this Section 7 and the following Section 8 to be reasonable, if a final judicial determination is made by a court of competent jurisdiction that the time or territory or any other restriction contained in this Award Agreement is an unenforceable restriction against Optionee, the provisions of this Award Agreement shall not be rendered void but shall be deemed amended to apply as to such maximum time and territory and to such maximum extent as such court may judicially determine or indicate to be enforceable. Alternatively, if any court of competent jurisdiction finds that any restriction contained in this Award Agreement is unenforceable, and such restriction cannot be amended so as to make it enforceable, such finding shall not affect the enforceability of any of the other restrictions contained herein.

Non-Competition. (a) In consideration of the Company’s grant of this Optionpromise to disclose, and disclosure of, its Confidential Information and other good and valuable consideration provided hereunder, the Optionee receipt and sufficiency of which are hereby acknowledged by Executive, Executive hereby agrees that for as long as and covenants that: Until the Optionee is employed by longer of (i) the Company and until the first anniversary last day of the Term and (ii) a period of 18 months beyond Executive’s date of termination of employment for any reason, including the Optionee’s employment with the Company or any Affiliate, as the case may be, such Optionee will not directly or indirectly, (i) engage in any business that operates a telematics business that is seeking to provide automotive manufacturers with an integrated hardware and service package that competes directly with the business expiration of the Company or its Subsidiaries at Term (the time of termination of such Optionee’s employment, (a “Competitive BusinessRestricted Period”), (ii) enter the employ of, or render any services to, any Person engaged in a Competitive Business, (iii) acquire a financial interest in, or otherwise become actively involved with, any person engaged in a Competitive BusinessExecutive shall not, directly or indirectly, as an individualengage in, partner, shareholder, officer, director, principal, agent, trustee assist or consultant, (iv) interfere become associated with business relationships (whether formed before or after the date a Competitive Activity. For purposes of this Award AgreementSection 2(b): (i) between a “Competitive Activity” means, at the time of Executive’s termination, any business or other endeavor in any jurisdiction of a kind being conducted by the Company or any of its Affiliates and customers, suppliers, Partners, members subsidiaries or investors of affiliates (or demonstrably anticipated by the Company or its Affiliates subsidiaries or affiliates), including, without limitation, those that are engaged in the provision of any lodging or travel related services (vincluding, without limitation, corporate travel services), in any jurisdiction as of the Effective Date or at any time thereafter (such affiliates including, without limitation, Xxxxxx.xxx, and Hotwire, Inc.); and (ii) disparage the CompanyExecutive shall be considered to have become “associated with a Competitive Activity” if Executive becomes directly or indirectly involved as an owner, its Directorsprincipal, Officers employee, officer, director, independent contractor, representative, stockholder, financial backer, agent, partner, advisor, lender, or controlling stockholdersin any other individual or representative capacity with any individual, partnership, corporation or other organization that is engaged in a Competitive Activity. Notwithstanding the foregoing, Executive may make and retain investments during the Optionee mayRestricted Period, directly or indirectly ownfor investment purposes only, solely as an investment, securities in less than five percent of the outstanding capital stock of any Person publicly-traded corporation engaged in the business a Competitive Activity if stock of the Company or its Affiliates which are publicly traded such corporation is either listed on a national or regional stock exchange or on the over-the-counter market NASDAQ National Market System if the Optionee (i) Executive is not a controlling Person of, or a member of a group which controls, otherwise affiliated with such Person and (ii) does not, direct or indirectly, own 5% or more of any class of securities of such Personcorporation. (b) It is expressly understood and agreed that although Optionee and Company consider the restrictions contained in this Section 7 and the following Section 8 to be reasonable, if a final judicial determination is made by a court of competent jurisdiction that the time or territory or any other restriction contained in this Award Agreement is an unenforceable restriction against Optionee, the provisions of this Award Agreement shall not be rendered void but shall be deemed amended to apply as to such maximum time and territory and to such maximum extent as such court may judicially determine or indicate to be enforceable. Alternatively, if any court of competent jurisdiction finds that any restriction contained in this Award Agreement is unenforceable, and such restriction cannot be amended so as to make it enforceable, such finding shall not affect the enforceability of any of the other restrictions contained herein.

Non-Competition. (a) In consideration for, among other things, the Company's agreements herein and the Company's and its Subsidiaries' agreements in the Merger Agreement, and recognizing the Employee's status as an Investor in the Company pursuant to the Investment Agreement and as a stockholder of the Company’s grant of this Option, the Optionee Employee hereby agrees that for as long as that, during any period during which the Optionee Employee is employed by the Company and until Company, the first anniversary period of one year following the date of termination of the Optionee’s Employee's Termination upon Retirement, and/or any period during which the Employee is receiving any compensation pursuant to this Agreement, including, without limitation, compensation pursuant to Section 5(a) and 5(b) hereof during the Initial Severance Period, the Additional Severance Period, if any, and any other period during which payments are being made to the Employee pursuant to and in accordance with such Sections 5(a) and 5(b), and, if the Employee's employment with the Company terminates pursuant to Section 4(b) (by the Company for Cause) or any AffiliateSection 4(e) (by the Employee without Good Reason) hereof, as then also during the case may be, such Optionee will not directly or indirectly, longer of (i) engage the period of one year commencing on the date of such Termination of Employment, and (ii) the period of two years from the Closing Date, all of which applicable periods shall automatically be extended by a period of time equal to any period in which the Employee is in breach of any business that operates obligations under this Section 8 (all of which applicable periods, including any such extension, the "Restricted Period"), the Employee shall not ----------------- engage, directly or indirectly (except as a telematics business that is seeking to provide automotive manufacturers with an integrated hardware and service package that competes directly with the business stockholder, director, officer, and/or employee of the Company or and/or any of its Subsidiaries at the time of termination of such Optionee’s employment, (a “Competitive Business”Subsidiaries), as a proprietor, equityholder, investor (ii) enter except as a passive investor holding not more than 3% of the employ ofoutstanding capital stock of a publicly held company), or render any services to, any Person engaged in a Competitive Business, (iii) acquire a financial interest in, or otherwise become actively involved with, any person engaged in a Competitive Business, directly or indirectly, as an individuallender, partner, shareholderdirector, officer, directoremployee, principal, agent, trustee or consultant, or representative, or in any other capacity: (ivA) interfere with in the manufacture of folding cartons or sleeves manufactured, at least in part, of rigid plastic, (B) the manufacture, design, printing or production of specialty packaging products for use in the cosmetics, entertainment (including recorded music, video, software, multimedia and electronic gaming) or tobacco markets, in each case anywhere in the world (the Employee hereby acknowledging that the Company and its Subsidiaries do such business relationships worldwide), or (whether formed before or after the date of this Award AgreementC) between in any other business which the Company or any of its Affiliates and customersSubsidiaries may conduct at any time during the period of the Employee's employment hereunder, suppliers, Partners, members or investors of anywhere that the Company or any its Affiliates or (v) disparage Subsidiaries may conduct such business at any time during the Company, its Directors, Officers or controlling stockholders. Notwithstanding the foregoing, the Optionee may, directly or indirectly own, solely as an investment, securities of any Person engaged in the business of the Company or its Affiliates which are publicly traded on a national or regional stock exchange or on the over-the-counter market if the Optionee (i) is not a controlling Person of, or a member of a group which controls, such Person and (ii) does not, direct or indirectly, own 5% or more of any class of securities term of such Personnon-competition obligations. (b) It is expressly understood and agreed that although Optionee and Company consider the restrictions contained in this Section 7 and the following Section 8 to be reasonable, if a final judicial determination is made by a court of competent jurisdiction that the time or territory or any other restriction contained in this Award Agreement is an unenforceable restriction against Optionee, the provisions of this Award Agreement shall not be rendered void but shall be deemed amended to apply as to such maximum time and territory and to such maximum extent as such court may judicially determine or indicate to be enforceable. Alternatively, if any court of competent jurisdiction finds that any restriction contained in this Award Agreement is unenforceable, and such restriction cannot be amended so as to make it enforceable, such finding shall not affect the enforceability of any of the other restrictions contained herein.

Non-Competition. (a) In consideration Each member of the Company’s grant of this OptionXxxx Family shall not, the Optionee agrees that for as long as the Optionee is employed by the Company and until the first anniversary of the date of termination of the Optionee’s employment with the Company or any Affiliate, as the case may be, such Optionee will not directly or indirectly, (i) engage acquire any ownership interest in any business that operates a telematics business that is seeking to provide automotive manufacturers with an integrated hardware and service package that competes directly with shopping center properties or power centers in the business of the Company or its Subsidiaries at the time of termination of such Optionee’s employment, United States (a “"Competitive Business”)") or own an interest in, (ii) enter the employ ofas a partner, member, stockholder, co-venturer or render any services tootherwise, any Person engaged corporation, company, partnership, firm, association, enterprise or other entity that owns any ownership interest in a Competitive Business, PROVIDED that nothing contained in this Section 1 shall prohibit or restrain any member of the Xxxx Family from (iiia) acquire owning any interest in WHL (which is the owner of Garden State Plaza Shopping Center in Paramus, New Jersey) or Westfield America Trust, an Australian public property trust organized under the laws of New South Wales, (b) acquiring shares of capital stock or other equity interests in any entity where such shares or interests represent a financial minority interest inof 5% or less of such entity's outstanding capital stock or equity interests, PROVIDED that such entity is not controlled by members of the Xxxx Family or otherwise become actively involved with, WHL or any person engaged in a Competitive Business, directly or indirectly, of its subsidiaries and employees of the Westfield Group do not serve as an individual, partner, shareholder, executive officer, director, principal, agent, trustee manager or consultantadvisor to such entity, (ivc) interfere with acquiring indebtedness of any person, (d) acquiring by asset purchase, stock purchase, merger, consolidation or otherwise of any corporation, partnership or other business relationships entity partially engaged in the Competitive Business, PROVIDED that such activities relating to the Competitive Business do not exceed 5% of the revenues or net equity of such entity or such entity disposes of such Competitive Business within one year of such acquisition, or (whether formed before e) acquiring any interest in airport projects or after the date retail portions thereof. The non-compete covenants contained in this Agreement shall only apply to the members of this Award the Xxxx Family for so long as (i) any member of the Westfield Group is the Advisor (as defined in the Advisory Agreement) , dated as of July 1, 1996, as amended, between the Company or any and the Advisor) and the Manager (as defined in the Management Agreements, dated as of July 1, 1996, as amended, between the Company and/or its Affiliates affiliates and customers, suppliers, Partners, members or investors the Manager) of the Company or its Affiliates or (v) disparage the CompanyCenters, its Directors, Officers or controlling stockholders. Notwithstanding the foregoing, the Optionee may, directly or indirectly own, solely as an investment, securities of any Person engaged in the business of the Company or its Affiliates which are publicly traded on a national or regional stock exchange or on the over-the-counter market if the Optionee (i) is not a controlling Person of, or a member of a group which controls, such Person and (ii) does not, direct or indirectly, own 5% or more interests associated with the Xxxx Family have significant ownership interests and significant management involvement in the operations of any class of securities of such PersonWHL. (b) It is expressly understood and agreed that although Optionee and Company consider the restrictions contained in this Section 7 and the following Section 8 to be reasonable, if a final judicial determination is made by a court of competent jurisdiction that the time or territory or any other restriction contained in this Award Agreement is an unenforceable restriction against Optionee, the provisions of this Award Agreement shall not be rendered void but shall be deemed amended to apply as to such maximum time and territory and to such maximum extent as such court may judicially determine or indicate to be enforceable. Alternatively, if any court of competent jurisdiction finds that any restriction contained in this Award Agreement is unenforceable, and such restriction cannot be amended so as to make it enforceable, such finding shall not affect the enforceability of any of the other restrictions contained herein.