Common use of Non-Competition Clause in Contracts

Non-Competition. During the Employment Period, and following termination of the Executive’s employment with the Company, Holdco and any of their affiliates, during the “Restriction Period” (as hereinafter defined), the Executive shall not directly or indirectly 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) 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 of the Company or any of its subsidiaries or controlled affiliates (a “Competitive Business”) and (ii) the Executive 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 officer, director, employee, partner, sole proprietor, trustee, beneficiary, agent, representative, independent contractor, consultant, advisor, provider of personal services, creditor, or owner (other than by ownership of less than five percent of the stock of a publicly-held corporation whose stock is traded on a national securities exchange or in an over-the-counter market).

Non-Competition. During 8.1 The Executive acknowledges that the Employment Periodservices to be rendered by the Executive to the Company are of a special and unique character. The Executive agrees that, in consideration of (a) his employment hereunder, (b) the Company's agreement to pay severance hereunder in the event of termination pursuant to Section 6.4 hereof and (c) the Company's agreement to vest matching contributions in the Plan after five (5) years of participation in the Plan by the Executive pursuant to Section 3.4 hereof, Executive shall not, (aa) prior to one year following the date of termination of the Executive’s 's employment with by the CompanyCompany or any other member of the Company Group (i) engage, Holdco and any of their affiliateswhether as principal, during the “Restriction Period” (as hereinafter defined)agent, the Executive shall not directly or indirectly participate in or permit his name directly or indirectly to be used by or become associated with (including as an advisorinvestor, distributor, representative, agentstockholder (other than as the holder of not more than five percent (5%) of the stock or equity of any corporation the capital stock of which is publicly traded), promoteremployee, independent contractorconsultant, provider of personal services volunteer or otherwise) any person, corporationwith or without pay, partnership, firm, association or other enterprise or entity (a “person”) that is, or intends to be, engaged in any activity or business venture, anywhere within the United States, which is in competition competitive 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) 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 of the Company or any Group on the date of its subsidiaries or controlled affiliates (a “Competitive Business”) and termination, (ii) solicit or entice or endeavor to solicit or entice away from any member of the Executive does notCompany Group any person who was a director, officer, employee, agent or consultant of such member of the Company Group, either on such Executive's own account or for any person, firm, corporation or other organization, whether or not such person would commit any breach of such person's contract of employment by reason of leaving the service of such member of the Company Group, (iii) solicit or entice or endeavor to solicit or entice away any of the clients or customers of any member of the Company Group, either on such Executive's own account or for any other person, firm, corporation or organization, or (iv) employ any person who was a director, officer or employee of any member of the Company Group or any person who is or may be likely to be in possession of any confidential information or trade secrets relating to the business of any member of the Company Group, or (bb) at any time, take any action or make any statement the effect of which would be, directly or indirectly, participate in, become associated withto impair the good will of any member of the Company Group or the business reputation or good name of any member of the Company Group, or be otherwise have responsibilities that relate detrimental to the conduct Company, including any action or operations ofstatement intended, directly or indirectly, to benefit a competitor 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 officer, director, employee, partner, sole proprietor, trustee, beneficiary, agent, representative, independent contractor, consultant, advisor, provider of personal services, creditor, or owner (other than by ownership of less than five percent member of the stock of a publicly-held corporation whose stock is traded on a national securities exchange or in an over-the-counter market)Company Group.

Non-Competition. During Subject to the Employment Period, and following termination last sentence of the Executive’s employment with the Company, Holdco and any of their affiliates, during the “Restriction Period” (as hereinafter definedthis Section 6(a), the Executive shall not directly or indirectly participate in or permit his name directly or indirectly to be used by or become associated with Employee agrees that during a period commencing on the date hereof and ending 12 months after the Employment Termination Date (including as an advisorthe "Non-Competition Period"), representativehe will not, 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 except on behalf of the Company, Holdco Company or ADP 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) 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 of the Company or any of its subsidiaries or controlled affiliates (a “Competitive Business”) and (ii) the Executive 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 officer, director, employeestockholder, investor, partner, sole proprietor, trusteebusiness associate, beneficiaryemployee, agentrepresentative or otherwise, representativedo any of the following acts: (i) provide services which are competitive with the businesses or services of the Brokerage Services Group of ADP (as such businesses are conducted on the date hereof or at any time during the Non-Competition Period) (the "Businesses"), independent contractoror promote, consultantmarket, advisorbecome or acquire an interest in, or associate in a business relationship with, any other person, corporation, firm, partnership or other entity whatsoever who is or may be engaged in any line of business competitive with the Businesses (a "Competitor") or (ii) solicit or refer, directly or indirectly, any clients or prospective clients of any services and/or products which are similar to those offered by the Company or ADP (at any time during the Non-Competition Period) to another provider of personal such services, creditoror (iii) promote, market or participate in the sale, lease or licensing of any equipment or software by which services and/or products similar to those provided by the Company or ADP (at any time during the Non-Competition Period) can be performed, to, for or with any person, corporation, firm, partnership or other entity whatsoever. Notwithstanding anything to the contrary contained herein, if the Company terminates the Employee's employment hereunder pursuant to Section 5(a)(v) hereof, the "Non-Competition Period" shall be defined as the period commencing on the date hereof and ending on the fourth anniversary of the Effective Date. Notwithstanding anything to the contrary contained herein, (i) the foregoing provisions of this Section 6(a) shall not be deemed violated by the purchase and/or ownership by Employee of shares of any class of equity securities (or options, warrants or rights to acquire such securities, or owner any securities convertible into such securities) representing (together with any securities which would be acquired upon the exercise of any such options, warrants or rights or upon the conversion of any other than by ownership of security convertible into such securities) two percent (2%) or less than five percent of the stock outstanding shares of a publicly-held corporation any such class of equity securities of any issuer whose stock is securities are traded on a national securities exchange or listed by NASDAQ, the National Quotation Bureau Incorporated or any similar organization; provided, however, that Employee not be otherwise connected with or active in the business of the issuers described in this Section 6(a), and (ii) Employee shall be permitted, after the Employment Termination Date, to (A) provide consulting services to entities which are not Competitors and (B) be employed on a full-time basis (i.e., not on an overindependent contracting basis) by any person, firm, corporation, partnership or other entity to provide for such entity in-thehouse products or services that may be deemed to be competitive with those offered by the Company only if such products or services are used exclusively by such entity and are not directly or indirectly marketed or sold by such entity for the use by any unrelated third party; provided that in either case Employee complies with the provisions of sub-counter marketsections (b), (c) and (d) of this Section 6 in connection therewith.

Non-Competition. During (a) In consideration of the Employment PeriodCompany’s grant of this Option, the Optionee agrees that for as long as the Optionee is employed by the Company and following until the first anniversary of the date of termination of the ExecutiveOptionee’s employment with the CompanyCompany or any Affiliate, Holdco and any of their affiliatesas the case may be, during the “Restriction Period” (as hereinafter defined), the Executive shall such Optionee will not directly or indirectly participate 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 permit his name 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 to be used by or become associated with (including indirectly, as an advisorindividual, representativepartner, shareholder, officer, director, principal, agent, promotertrustee or consultant, independent contractor, provider (iv) interfere with business relationships (whether formed before or after the date of personal services or otherwisethis Award Agreement) 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) 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 of between the Company or any of its subsidiaries Affiliates and customers, suppliers, Partners, members or controlled affiliates investors of the Company or its Affiliates or (a “Competitive Business”v) and (ii) disparage the Executive does notCompany, its Directors, Officers or controlling stockholders. Notwithstanding the foregoing, the Optionee may, directly or indirectlyindirectly own, 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 solely as an officerinvestment, director, employee, partner, sole proprietor, trustee, beneficiary, agent, representative, independent contractor, consultant, advisor, provider securities of personal services, creditor, or owner (other than by ownership of less than five percent any Person engaged in the business of the stock of a publicly-held corporation whose stock is Company or its Affiliates which are publicly traded on a national securities or regional stock exchange or in an on the over-the-counter market)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.

Non-Competition. During Employee acknowledges that his services to be rendered hereunder are of a special and unusual character which have a unique value to Company, the Employment Periodloss of which cannot adequately be compensated by damages in an action at law. In view of the unique value to Company of the services of Employee for which Company has contracted hereunder, and following termination because of the Executive’s confidential information to be obtained by or disclosed to Employee, and as a material inducement to Company to enter into this Agreement, and to pay to Employee the compensation referred to in Section 1.4 hereof, Employee covenants and agrees that during Employee's employment with the hereunder and for a period of one (1) year after he ceases to be employed by Company, Holdco and any of their affiliates, during the “Restriction Period” (as hereinafter defined), the Executive Employee shall not (a) directly or indirectly participate indirectly, solicit business from, divert business from, or attempt to convert to other methods of using the same or similar products or services as provided by Company, any client, account or location of Company with which Employee has had any contact as a result of his employment by Company hereunder; (b) engage 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) 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 of the Company or any of its subsidiaries or controlled affiliates (a “Competitive Business”) and (ii) the Executive does notcarry on, directly or indirectly, participate ineither for himself, become associated withas a member of a partnership, or otherwise have responsibilities that relate to as a stockholder (except as limited partner or stockholder of less than one percent (1%) of the conduct issued and outstanding limited partnership interests or operations ofstock of a publicly held partnership or corporation whose gross assets exceed $l,000,000), any Competitive Business that is conducted by such person or a divisionas an investor, grouplender, guarantor, landlord, manager, officer, or subsidiary director of any person, partnership, corporation, or affiliate of such person. For purposes of this Agreementother entity (other than the Company or its subsidiaries), the term “participate” includes any direct or indirect interest, whether as an officer, director, employee, partner, sole proprietor, trustee, beneficiary, agent, representativeassociate, independent contractor, consultant, advisor, provider of personal services, creditorbroker, or owner consultant of any person, partnership, corporation, or other entity (other than by ownership of less than five percent the Company or its subsidiaries), any business that competes with any operations of the stock Company within an one hundred (100)-mile radius of a publiclyany geographic area where Company is actually engaged in business, or maintains sales or service representatives or employees; or (c) directly or indirectly, solicit for employment or employ any employee of Company. Employee may elect, by providing written notice to the Company, to shorten the term of this non-held corporation whose stock is traded on a national securities exchange or compete to six (6) months, provided, however, in that event, the Company's obligation to pay severance pay to the Employee pursuant to Section 1.5.2 shall be reduced to an over-the-counter market)amount equal to six (6) months base pay.

Non-Competition. (a) During the term of employment of the Employee under this Employment PeriodAgreement, and following during a period of one (1) year after termination of employment of the Executive’s Employee under this Employment Agreement without regard to the cause of termination of employment with and whether or not such termination of employment was caused by the CompanyEmployee or by the Corporation, Holdco and any of their affiliates, during (i) the “Restriction Period” (as hereinafter defined), the Executive Employee shall not engage, either directly or indirectly participate indirectly, in any manner or permit his name directly or indirectly to be used by or become associated with (including as an advisorcapacity, 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 or activity which is in competition competitive with any business of or activity conducted by 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”)Corporation; provided, however, that the foregoing will not prohibit the Executive from participating in or becoming associated with a person if (i) 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 of the Company or any of its subsidiaries or controlled affiliates (a “Competitive Business”) and (ii) the Executive does notEmployee shall not work for or employ, directly or indirectly, participate inor cause to be employed by another, become associated any person who was an employee, officer or agent of the Corporation or of any of its subsidiaries at any time during a period of twelve (12) months prior to the termination of the employment of the Employee under this Employment Agreement nor shall the Employee form any partnership with, or otherwise have responsibilities that relate to the conduct or operations ofestablish any business venture in cooperation with, any Competitive Business that is conducted by such person which is competitive with any business or a divisionactivity of the Corporation; (iii) the Employee shall not give, groupsell or lease any goods or services competitive with the goods or services of the Corporation or its subsidiaries to any person, partnership, corporation or other entity who purchased goods or services from the Corporation or its subsidiaries within one (1) year before the termination of the employment of the Employee under this Employment Agreement; (iv) the Employee shall not have any material financial interest, or subsidiary or affiliate of such person. For purposes of this Agreementparticipate as a director, the term “participate” includes any direct or indirect interest, whether as an officer, director5% stockholder, partner, employee, partnerconsultant or otherwise, sole proprietorin any corporation, trustee, beneficiary, agent, representative, independent contractor, consultant, advisor, provider of personal services, creditor, partnership or owner (other than entity which is competitive with any business or activity conducted by ownership of less than five percent of the stock of a publicly-held corporation whose stock is traded on a national securities exchange or in an over-the-counter market)Corporation.

Non-Competition. During By and in consideration of the Employment PeriodCompany's entering into this Agreement and providing the compensation and benefits to be provided by the Company to the Executive, and following termination further in consideration of the Executive’s employment with 's continued exposure to the Companyconfidential and proprietary information of the Company (including, Holdco and any of their affiliateswithout limitation, during the “Restriction Period” (as hereinafter definedTrade Secrets), the Executive shall not directly or indirectly participate in or permit his name directly or indirectly to be used by or become associated with (including as an advisoragrees that the Executive will not, representativeduring the Term, 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 engage 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 "Competitive Activity" (a “Competitor”as defined below); provided, however, that the foregoing will not prohibit the Executive from participating in or becoming associated with a person if (i) 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 of the Company or any of its subsidiaries or controlled affiliates (a “Competitive Business”) and (ii) the Executive 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 "COMPETITIVE ACTIVITY" shall mean engaging in any direct of the following activities: (A) serving as a director of any "Competitor" (as defined below); (B) directly or indirect interestindirectly through one or more intermediaries, whether as an officer, director, employee, partner, sole proprietor, trustee, beneficiary, agent, representative, independent contractor, consultant, advisor, provider of personal services, creditor, either (x) controlling any Competitor or owner (y) owning any equity or debt interests in any Competitor (other than by ownership equity or debt interests which are publicly traded and, at the time of less than five percent any acquisition, do not exceed 5% of the stock 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 publicly-held corporation whose stock is traded on a national securities exchange 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 an over-the-counter market)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 affiliate thereof) that competes, either directly or indirectly, at the time of determination, in any "Restricted Area" (as defined below) with any of the business conducted by the Company or any affiliate thereof. For purposes of this Agreement, the term "RESTRICTED AREA" shall mean any state or territory of the United States in which the Company or any affiliate thereof conducts business or any state or similar subdivision of any foreign country.

Non-Competition. During the Employment Period, and following termination of the Executive’s employment with the Company, Holdco and any of their affiliates, during the “Restriction Period” Restricted Period (as hereinafter defineddefined below), the Executive shall not directly or indirectly 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) 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 of the Company or any of its subsidiaries or controlled affiliates (a “Competitive Business”) and (ii) the Executive does not, directly or indirectly, participate alone or with others, for Executive or for another Person (as defined below) (except on behalf of any Company Group member), conduct any activity in which Executive contributes Executive’s knowledge relating to the Business (as defined below), perform services or provide assistance, directly or indirectly, in whole or in part, as an employee, employer, owner, operator, manager, advisor, consultant, agent, partner, director, stockholder, officer, volunteer, intern or any other similar capacity, for or on behalf of any Person that operates or is engaged in, become associated withanywhere any Company Group member conducts business or contemplates conducting business as of the termination or expiration of this Agreement (including, or otherwise have responsibilities that relate to the conduct or operations ofwithout limitation, any Competitive state where a Company Group member offers or markets or contemplates offering or marketing its products or services), any aspect of the Business that is not incidental or immaterial to such Person’s business or any business that competes with the Business as conducted or contemplated to be conducted by such person any Company Group member as of the Termination Date. Notwithstanding the foregoing, nothing in this Section 8(d) shall limit Executive from (i) owning, directly or a divisionindirectly, group, or subsidiary or affiliate of such person. For purposes of this Agreement, the term “participate” includes any direct or indirect interest, whether solely as an officerinvestment, director, employee, partner, sole proprietor, trustee, beneficiary, agent, representative, independent contractor, consultant, advisor, provider securities of personal services, creditor, or owner (other than by ownership of less than five percent of the stock of a publicly-held corporation whose stock is any entity traded on a any national securities exchange if neither Executive nor any of Executive’s Affiliates is a controlling Person of, or a member of a group which controls, such entity and neither Executive nor any of Executive’s Affiliates collectively owns, directly or indirectly, five percent (5%) or more of any class of securities of such entity; or (ii) during the portion of the Restricted Period arising after the termination of Executive’s relationship with all Company Group members, being employed at or with any investment bank, broker dealer or other financial institution and in an over-the-counter market)such capacity raising money, providing investment advice or generally engaging in financing and advisory activities for and on behalf of real estate or other companies, provided that none of the foregoing activities relates to or is performed with, at or on behalf of any person or entity engaging in the Business.

Non-Competition. During Employee acknowledges that his services to be rendered hereunder are of a special and unusual character which have a unique value to Company, the Employment Periodloss of which cannot adequately be compensated by damages in an action at law. In view of the unique value to Company of the services of Employee for which Company has contracted hereunder, and following termination because of the Executive’s confidential information to be obtained by or disclosed to Employee, and as a material inducement to Company to enter into this Agreement, and to pay to Employee the compensation referred to in Section 1.4 hereof, Employee covenants and agrees that during Employee's employment with the hereunder and for a period of one (1) year after he ceases to be employed by Company, Holdco and any of their affiliates, during the “Restriction Period” (as hereinafter defined), the Executive Employee shall not (a) directly or indirectly participate indirectly, solicit business from, divert business from, or attempt to convert to other methods of using the same or similar products or services as provided by Company, any client, account or location of Company with which Employee has had any contact as a result of his employment by Company hereunder; (b) engage 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) 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 of the Company or any of its subsidiaries or controlled affiliates (a “Competitive Business”) and (ii) the Executive does notcarry on, directly or indirectly, participate ineither for himself, become associated withas a member of a partnership, or otherwise have responsibilities that relate to as a stockholder (except as limited partner or stockholder of less than one percent (1%) of the conduct issued and outstanding limited partnership interests or operations ofstock of a publicly held partnership or corporation whose gross assets exceed $l,000,000), any Competitive Business that is conducted by such person or a divisionas an investor, grouplender, guarantor, landlord, manager, officer, or subsidiary director of any person, partnership, corporation, or affiliate of such person. For purposes of this Agreementother entity (other than the Company or its subsidiaries), the term “participate” includes any direct or indirect interest, whether as an officer, director, employee, partner, sole proprietor, trustee, beneficiary, agent, representativeassociate, independent contractor, consultant, advisor, provider of personal services, creditorbroker, or owner consultant of any person, partnership, corporation, or other entity (other than by ownership the Company or its subsidiaries), any business (or segment of less a business if such business operates in more than five percent one segment of the stock orthopedic industry) that competes with any operations of a publiclythe Company, as they exist at the time of Employee's termination, within an one hundred (100)-mile radius of any geographic area where Company is actually engaged in business, or maintains sales or service representatives or employees; or (c) directly or indirectly, solicit for employment or employ any employee of Company. In the event this Agreement is terminated by the Company without cause, Employee may elect, by providing written notice to the Company, to shorten the term of this non-held corporation whose stock is traded on a national securities exchange or compete to six (6) months, provided, however, in that event, the Company's obligation to pay severance pay to the Employee pursuant to Section 1.5.2 shall be reduced to an over-the-counter market)amount equal to six (6) months base pay.

Non-Competition. During By and in consideration of the Employment Periodsalary and benefits to be provided by the Company hereunder, including the severance arrangements set forth herein, and following termination further in consideration of the Executive’s employment with exposure to the proprietary information of the Company, Holdco the Executive covenants and any of their affiliatesagrees 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 other entity directly or indirectly controlled by such entities) (the “Restriction Restricted Period” (as hereinafter defined”), the Executive he shall not directly or indirectly participate indirectly, whether as an owner, partner, stockholder, principal, agent, employee, consultant or in any other relationship or permit his name capacity, (i) engage in any element of the Business (other than for the Company or its subsidiaries (or any other entity directly or indirectly controlled by such entities)) or otherwise compete with the Company or its subsidiaries (or any other entity directly or indirectly controlled by such entities), (ii) render any services related to be used by or become associated with (including as an advisor, representative, agent, promoter, independent contractor, provider of personal services or otherwise) the Business to any person, corporation, partnership, firm, association partnership or other enterprise or entity (a “person”other than the Company or its subsidiaries (or any other entity directly or indirectly controlled by such entities)) that is, or intends to be, engaged in any business which is in competition with any business element of the CompanyBusiness, Holdco or any of their respective subsidiaries or controlled affiliates (iii) acquire an interest in any geographic area person, corporation, partnership or other entity described in which the Companyclause (ii) above as a partner, Holdco stockholder, principal, agent, employee, consultant or in any of their respective subsidiaries other relationship 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”)capacity; provided, however, that that, notwithstanding the foregoing will not prohibit foregoing, the Executive from may invest in securities of any entity, solely for investment purposes and without participating in or becoming associated with a person the business thereof, if (iA) less than 10% such securities are traded on any national securities exchange, (B) the Executive is not a controlling person of, or a member of the consolidated gross revenues of a group which controls, such person, together with its affiliates, derive from activities or businesses that are in competition with any business of the Company or any of its subsidiaries or controlled affiliates (a “Competitive Business”) entity and (iiC) the Executive does not, directly or indirectly, participate in, become associated with, own 1% or otherwise have responsibilities that relate to the conduct or operations of, more of any Competitive Business that is conducted by such person or a division, group, or subsidiary or affiliate class of securities of such personentity. For purposes of this AgreementNotwithstanding the foregoing, the term “participate” includes any direct or indirect interest, whether as an officer, director, employee, partner, sole proprietor, trustee, beneficiary, agent, representative, independent contractor, consultant, advisor, provider of personal services, creditor, or owner (other than by ownership of less than five percent covenants contained in this Section 6.1(a) shall not apply in the event of the stock Executive’s termination of a publiclyemployment upon or after the expiration of the one-held corporation whose stock is traded on a national securities exchange or year renewal term in an over-the-counter market)accordance with Section 1 above.

Non-Competition. During the Employment Period, and following termination of the Executive’s employment with the Company, Holdco Company and any of their its affiliates, during the “Restriction Period” (as hereinafter defined), the Executive shall not directly or indirectly 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 its subsidiaries or controlled affiliates in any geographic area country in which the Company, Holdco Company or any of their respective its 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) 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 of the Company or any of its subsidiaries or controlled affiliates (a “Competitive Business”) and (ii) the Executive 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 officer, director, employee, partner, sole proprietor, trustee, beneficiary, agent, representative, independent contractor, consultant, advisor, provider of personal services, creditor, or owner (other than by ownership of less than five percent of the stock of a publicly-held corporation whose stock is traded on a national securities exchange or in an over-the-counter market).

Non-Competition. During the Employment Period, Term and for a period of twelve (12) months following the termination of the Executive’s 's employment with the Company, Holdco and for any of their affiliates, during the “Restriction Period” (as hereinafter defined)reason, the Executive shall not directly not, whether individually as a director, manager, member, stockholder, partner, owner, employee, consultant or indirectly 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 agent of personal services or otherwise) any person, corporation, partnership, firm, association or other enterprise or entity (a “person”) that isbusiness, or intends to be, engaged in any business which is in competition with any business other capacity, other than on behalf of the Company, Holdco organize, establish, own, operate, manage, control, engage in, participate in, invest in, permit his name to be used by, act as a consultant or advisor to, render services for (alone or in association with any person, firm, corporation or business organization), or otherwise assist any person or entity that engages in or owns, invests in, operates, manages or controls any venture or enterprise which engages or proposes to engage in any business conducted by the Company, Holdings, the LLC, or any of their respective subsidiaries or controlled affiliates in (x) on the date of the Executive's termination of employment (including, without limitation, any geographic area in business which the Company, Holdco Holdings, the LLC, or any of their respective subsidiaries has specific plans to conduct in the future and as to which the Executive is aware) or controlled affiliates operate(y) within twelve (12) months prior to the Executive's termination of employment with the Company in the geographic locations where the Company, compete Holdings, the LLC, or are engaged in such business any of their subsidiaries engages or at such time intend so proposes to operate, compete or become engaged engage in such business (a “Competitor”the "Competitive Business"); provided. Notwithstanding the foregoing, however, that the foregoing will not prohibit the Executive from participating may, directly or indirectly own, solely as an investment, securities of any firm, partnership, joint venture, association, corporation or other business organization, entity or enterprise engaged in or becoming associated with a person if (i) 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 of the Company or any of its subsidiaries or controlled affiliates (a “Competitive Business”) and (ii) the Executive 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 officer, director, employee, partner, sole proprietor, trustee, beneficiary, agent, representative, independent contractor, consultant, advisor, provider of personal services, creditor, or owner (other than by ownership of less than five percent of the stock of a publicly-held corporation whose stock is which are publicly traded on a national securities or regional stock exchange or in an on the over-the-counter market)market if the Executive is not a controlling person of, or a member of a group which controls, such entity and does not directly or indirectly own 5% or more of any class of securities of such entity.

Non-Competition. During the Employment Period, Term hereof and for a period of one (1) year following the Executive's termination of employment for any reason, the Executive’s employment Executive shall not, except with the Company's express prior written consent, directly or indirectly, in any capacity, for the benefit of any Person: Solicit any Person who is or during such period becomes a customer, supplier, salesman, agent or representative of the Company, in any manner which interferes or might interfere with such Person's relationship with the Company, Holdco and any of their affiliatesor in an effort to obtain such Person as a customer, during the “Restriction Period” (as hereinafter defined)supplier, the Executive shall not directly or indirectly participate in or permit his name directly or indirectly to be used by or become associated with (including as an advisor, representativesalesman, agent, promoteror representative of any business in competition with the Company which conducts operations within 15 miles of any office or facility owned, leased or operated by the Company or in any county, or similar political subdivision, in which the Company conducts substantial business. Solicit the employment of or (solely with respect to employees who are then or were managing directors or officers of the Company) hire (whether as an employee, officer, director, agent, consultant or independent contractor), provider of personal services or otherwise) any person, corporation, partnership, firm, association or other enterprise or entity (a “person”) that person who is, or intends to bewas at any time during the previous three (3) months, engaged in any business which is in competition with any business of the Companyan employee, Holdco consultant, officer 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) 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 director of the Company or any of its subsidiaries or controlled and affiliates (a “Competitive Business”) except for such employment by the Company or any of its subsidiaries and (ii) the Executive does notaffiliates); Establish, directly engage, own, manage, operate, join or indirectly, participate in, become associated withcontrol, or otherwise have responsibilities that relate to participate in the conduct or operations ofestablishment, 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 officer, director, employee, partner, sole proprietor, trustee, beneficiary, agent, representative, independent contractor, consultant, advisor, provider of personal services, creditor, or owner ownership (other than by ownership as the owner of less than five one percent of the stock of a publicly-held corporation whose stock is traded on shares are publicly traded), management, operation or control of, or be a national securities exchange director, officer, employee, salesman, agent or representative of, or be a consultant to, any Person in an over-the-counter market)any business in competition with the Company, if such Person has any office or facility at any location within 15 miles of any office or facility owned, leased or operated by the Company or conducts substantial business in any county, or similar political subdivision, in which the Company conducts substantial business, or act or conduct himself in any manner which the Executive would have reason to believe inimical or contrary to the best interests of the Company.

Non-Competition. (a) During the term of employment of the Employee under this Employment PeriodAgreement, and following during a period of one (1) year after termination of employment of the Executive’s Employee under this Employment Agreement without regard to the cause of termination of employment with and whether or not such termination of employment was caused by the CompanyEmployee or by the Corporation, Holdco and any of their affiliates, during (i) the “Restriction Period” (as hereinafter defined), the Executive Employee shall not engage, either directly or indirectly participate indirectly, in any manner or permit his name directly or indirectly to be used by or become associated with (including as an advisorcapacity, 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 or activity which is in competition competitive with any business of or activity conducted by 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”)Corporation; provided, however, that the foregoing will not prohibit the Executive from participating in or becoming associated with a person if (i) 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 of the Company or any of its subsidiaries or controlled affiliates (a “Competitive Business”) and (ii) the Executive does notEmployee shall not work for or employ, directly or indirectly, participate inor cause to be employed by another, become associated any person who was an employee, officer or agent of the Corporation or of any of its subsidiaries at any time during a period of twelve (12) months prior to the termination of the employment of the Employee under this Employment Agreement nor shall the Employee form any partnership with, or otherwise have responsibilities that relate to the conduct or operations ofestablish any business venture in cooperation with, any Competitive Business that is conducted by such person which is competitive with any business or a divisionactivity of the Corporation; (iii) the Employee shall not give, groupsell or lease any goods or services competitive with the goods or services of the Corporation or its subsidiaries to any person, partnership, corporation or other entity who purchased goods or services from the Corporation or its subsidiaries within one (1) year before the termination of the employment of the Employee under this Employment Agreement; (iv) the Employee shall not have any financial interest, or subsidiary or affiliate of such person. For purposes of this Agreementparticipate as a director, the term “participate” includes any direct or indirect interest, whether as an officer, directorstockholder, partner, employee, partnerconsultant or otherwise, sole proprietorin any corporation, trustee, beneficiary, agent, representative, independent contractor, consultant, advisor, provider of personal services, creditor, partnership or owner (other than entity which is competitive with any business or activity conducted by ownership of less than five percent of the stock of a publicly-held corporation whose stock is traded on a national securities exchange or in an over-the-counter market)Corporation.

Non-Competition. During the Employment Period, and following termination of the Executive’s employment with the Company, Holdco and any of their affiliates, during the “Restriction Period” (as hereinafter defined), the Executive shall not directly or indirectly 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) 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 of the Company or any of its subsidiaries or controlled affiliates (a “Competitive Business”) and (ii) the Executive 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 personperson . For purposes of this Agreement, the term “participate” includes any direct or indirect interest, whether as an officer, director, employee, partner, sole proprietor, trustee, beneficiary, agent, representative, independent contractor, consultant, advisor, provider of personal services, creditor, or owner (other than by ownership of less than five percent of the stock of a publicly-held corporation whose stock is traded on a national securities exchange or in an over-the-counter market).

Non-Competition. During the Employment PeriodTerm and for a period equal to the time during which Executive receives severance payments for benefits pursuant to Section 2 of this Agreement or for a period of 12 months in the event the Executive is terminated without entitlement to severance benefits herein, the Executive shall not, without the prior written permission of the Company, in the United States, its territories and following possessions, directly or indirectly, (i) engage in any activity or business that is the same or substantially similar to the work performed by Executive for the Company and/or of the same substantive competency or nature as the work performed by Executive for the Company, whether or not such engagement is as a consultant, independent contractor, agent, employee, officer, partner, director or otherwise, alone or for his own account or in association with any other person, corporation or other entity, for any Competitive Business (as defined below); (ii) directly or indirectly, hire or attempt to hire any person who was employed or retained by the Company or its affiliates while the Executive was employed by the Company, or solicit, entice or encourage any such person to terminate his or her relationship with the Company; or (iii) solicit, interfere with, or endeavor to entice away from the Company or its affiliates any of their customers or sources of supply. However, nothing in this Agreement shall preclude the Executive from investing his personal assets in the securities of any Competitive Business if such securities are traded on a national stock exchange and if such investment does not result in his beneficially owning, at any time, more than 1.0% of the publicly‑traded equity securities of such competitor. “Competitive Business” shall mean any business or enterprise which (a) designs, sells, manufactures, markets and/or distributes still or sparkling spring or purified bottled water products or beverages, or office refreshment products, including coffee, in the home and office market, or (b) engages in any other business in which Company or its affiliates is involved at any time during the 12‑month period immediately prior to the termination of the Executive’s employment with employment. For avoidance of doubt, in case of any conflict between the Company, Holdco provisions of this Section 4 and any the provisions of their affiliates, during the “Restriction Period” (as hereinafter defined)Supplemental Policy, the Executive shall not directly or indirectly 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 provisions of the Company, Holdco or any of their respective subsidiaries or controlled affiliates in any geographic area in which Supplemental Policy shall govern and determine 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) 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 of the Company or any of its subsidiaries or controlled affiliates (a “Competitive Business”) and (ii) the Executive 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 officer, director, employee, partner, sole proprietor, trustee, beneficiary, agent, representative, independent contractor, consultant, advisor, provider of personal services, creditor, or owner (other than by ownership of less than five percent of the stock of a publicly-held corporation whose stock is traded on a national securities exchange or in an over-the-counter market)matter.

Non-Competition. During The Company and the Employee agree that the services rendered by the Employee hereunder are unique and irreplaceable. The Employee hereby agrees that, during the Term of Employment and for a period of one (1) year thereafter (the "Restricted Period"), and following termination of the Executive’s employment with Employee shall not (i) in any geographical area in the United States or in those foreign countries where the Company, Holdco and any of their affiliates, during the “Restriction Period” (as hereinafter defined)Term of Employment, the Executive shall not conducts or proposes to conduct business or initiates activities, engage or participate in, directly or indirectly 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) 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 of the Company or any of its subsidiaries or controlled affiliates (a “Competitive Business”) and (ii) the Executive 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 officer, director, employee, partner, sole proprietor, trustee, beneficiary, agent, representative, independent contractor, consultant, advisorholder of an equity or debt investment, provider of personal services, creditorlender or in any other manner or capacity), or owner lend his name (or any part or variant thereof) to any business which is, or as a result of the Employee's engagement or participation would become, competitive with any aspect of the business of the Company, such business being the commercialization of the measurement, prevention therapy or reversal of glucose-mediated non-enzymatic cross-linking of macro-molecules, and such other than specific technologies in which the Company has, during the Term of Employment or any earlier period of employment by ownership the Company or any predecessor of the Company, initiated significant plans to develop products, (ii) deal, directly or indirectly, in a competitive manner with any customers doing business with the Company during the Term of Employment or any earlier period of employment by the Company or any predecessor of the Company (except in connection with the performance of the duties and obligations of the Employee during the Term of Employment), (iii) solicit any officer, director, employee, consultant or agent of the Company to become an officer, director, employee, consultant or agent of the Employee, his respective affiliates or anyone else if such participation would be competitive with any aspect of the Company's business; and (iv) engage in or participate in, directly or indirectly, any business conducted under any name that shall be the same as or similar to the name of the Company or any trade name used by it. Ownership, in the aggregate, of less than five percent 1% of the outstanding shares of capital stock of a publicly-held any corporation whose with one or more classes of its capital stock is traded listed on a national securities exchange or publicly traded in an the over-the-counter market)market shall not constitute a violation of the foregoing provision.

Non-Competition. During the Employment Period, and following termination of the Executive’s employment with the Company, Holdco and any of their affiliates, during the “Restriction Period” "RESTRICTED PERIOD" (as hereinafter defined), the Executive shall each Seller agrees not to, directly or indirectly participate in indirectly, alone or permit his name directly or indirectly to be used by or become associated with (including as an advisora partner, representativeofficer, director, employee, consultant, agent, promoter, independent contractor, provider member or stockholder of personal services any company or otherwise) any personPerson, corporation, partnership, firm, association or other enterprise or entity (a “person”) that is, or intends to be, engaged engage in any business activity, including but not limited to any business activity related to the business of selling cellular or wireless communications services or products, including, without limitation, paging, PCS, ESMR and any other form of personal communications services, in the "RESTRICTED AREA" (as hereinafter defined) which is directly or indirectly in competition with any the products or services being developed, marketed, sold or otherwise provided by the Corporations or the Purchaser or which is directly or indirectly detrimental to the business of the CompanyCorporations, Holdco the Purchaser 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”)Subsidiary; provided, however, that the foregoing will not prohibit the Executive from participating in record or becoming associated with beneficial ownership by a person if Seller of two percent (i2%) or less than 10% of the consolidated gross revenues outstanding publicly traded capital stock of any such person, together with its affiliates, derive from activities company or businesses that are Person shall not be deemed to be in competition with any business of the Company or any of its subsidiaries or controlled affiliates (a “Competitive Business”) and (ii) the Executive 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 violation of this Agreement, the term “participate” includes any direct or indirect interest, whether SECTION 6.6 so long as a Seller is not an officer, director, employeeemployee or consultant of such company or Person. The Sellers further agree that, partnerduring the Restricted Period, sole proprietorthe Sellers shall not in any capacity, trusteeeither separately, beneficiaryjointly or in association with others, agentdirectly or indirectly do any of the following: (a) recruit, representativesolicit, induce or otherwise influence any of the Corporations', the Purchaser's or any Subsidiary's employees, consultants, agents, sub-agents, suppliers, customers or prospects, proprietors, partners, lenders, directors, joint venturers, investors, lessors, sub-contractors, independent contractorcontractors or any other Person which has a business relationship with either Corporation, consultantthe Purchaser or any Subsidiary, advisorto discontinue, provider of personal servicesreduce or modify such relationship with either Corporation, creditorthe Purchaser or any Subsidiary; and (b) employ or seek to employ any Person or agent who is then employed or retained by either Corporation, the Purchaser or owner any Subsidiary (other than by ownership of less than five percent or who was so employed or retained at any time within the two (2) years prior to the date the Seller employs or seeks to employ such person). The "RESTRICTED PERIOD" shall mean the period beginning on the Closing Date and ending on the fifth anniversary of the stock Closing Date. The "RESTRICTED AREA" shall mean the continental United States. The Sellers acknowledge and agree that the covenants provided for in this SECTION 6.6 are reasonable and necessary in terms of time, area and line of business to protect the Purchaser's legitimate business interests as a publicly-held corporation whose stock is traded on buyer of the Shares in protecting its trade secrets. The Sellers further acknowledge and agree that such covenants are reasonable and necessary in terms of time, area and line of business to protect the Purchaser's and the Purchaser's other legitimate business interests, which include interests in protecting (x) valuable confidential business information, (y) substantial relationships with specific customers throughout the United States and (z) customer goodwill associated with ongoing business by way of marketing throughout the United States using the trademark "Cellular Warehouse." The Sellers hereby expressly authorize the enforcement of the covenants provided for in this SECTION 6.6 by the Purchaser, the Corporations after the Closing, the Purchaser's, either Corporation's or any of the Purchaser's permitted assigns and any successors to the business of the Purchaser, the Corporations or the Purchaser. To the extent that the covenant provided for in this SECTION 6.6 may later be deemed by a national securities exchange court to be too broad to be enforced with respect to its duration or in an over-the-counter market)with respect to any particular activity or geographic area, the court making such determination shall have the power to reduce the duration or scope of the provision, and to add or delete specific words or phrases to or from the provision. The provision as modified shall then be enforced.

Non-Competition. During the Employment Period, and following termination In consideration of Buyer’s purchase of the ExecutiveAssets including Seller’s employment with Business (and the Company, Holdco and any of their affiliates, during the “Restriction Period” (as hereinafter definedgoodwill associated therewith), the Executive shall not President of the Seller covenants to Buyer that, for a period of five (5) years from the Closing Date, he nor any Related Person shall, without the prior written consent of Buyer (which consent may be given or withheld in the sole discretion of Buyer), directly or indirectly participate (in or permit his name directly or indirectly to be used by or become associated with (any capacity, including as an advisora General Partner, representativepartner, agentmember, promoterinvestor, independent contractormanager, provider lender, principal, director, officer, employee, consultant, contractor or agent of personal services any other person or otherwiseentity): (a) own, manage, control, participate or engage in, or have any person, corporation, partnership, firm, association or financial interest in any other enterprise person or entity that engages in, the business or operations of designing, developing, manufacturing, processing, fabricating, testing, servicing, maintaining, supporting, replacing, refurbishing, retrofitting, distributing, licensing, providing, installing, marketing, selling, consulting on or otherwise dealing with a Competing Product (each individually and collectively referred to as a “person”_Competing Business_) within the geographic area consisting of each country, state, region, or locality in which Seller has carried on its business, which area the parties agree is, and stipulate to be, a worldwide business area including, but not limited to, the United States, Canada, and Mexico (the _Covered Area_), (b) solicit, influence, or attempt to solicit or influence, any customer, or any person or entity that is, or intends within the eighteen-month period preceding the date of such activity was, a purchaser of goods of services from either Buyer or any Affiliate of Buyer to purchase a Competing Product (defined below) from any person or entity other than the Buyer or an Affiliate of Buyer or (c) employ, or recruit or solicit for employment, any person who is an employee of Buyer or any Affiliate of Buyer (or was an employee of Buyer at any time within the 6-month period preceding the subject act of solicitation recruitment or employment). As used in this Agreement, a _Competing Product_ means products and services that are either the same as or similar to the products and services offered by Seller, which products and services the parties agree are, and stipulate to be, engaged any form of leasing, selling or servicing of truck trailers. _Affiliate_ means any person or entity directly or indirectly through one or more intermediaries controlling, controlled by or under common control with Seller, President or Buyer, as the case may be. As used in any business which is in competition with any business the definition of Affiliate, _control_ and derivatives of that term mean the Company, Holdco or any power to dictate the management policies 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) less than 10% of the consolidated gross revenues of such personor organization, together with its affiliates, derive from activities or businesses that are in competition with any business of the Company or any of its subsidiaries or controlled affiliates (a “Competitive Business”) and (ii) the Executive 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 whether 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 officer, director, employee, partner, sole proprietor, trustee, beneficiary, agent, representative, independent contractor, consultant, advisor, provider of personal services, creditor, or owner (other than by ownership of less than five percent voting securities or otherwise. _Related Person_ means an Affiliate of the stock of a publicly-held corporation whose stock is traded on a national securities exchange either Seller or in an over-the-counter market)President.

Non-Competition. During For the Employment Period, and following termination of period commencing on the Executivedate that Employee’s employment with the CompanyCompany terminates, Holdco either voluntarily or involuntarily, and any of their affiliates, during ending on the “Restriction Period” third anniversary thereof (unless the Employee is terminated by the Company other than for Cause (as hereinafter defineddefined in Article III), in which case for the Executive period commencing on the date the Company terminates the Employee and ending on the first anniversary thereof) Employee shall not directly or indirectly participate in or permit his name directly or indirectly to be used by or become associated with (including as an advisornot, 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 without 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 ’s prior written consent (i) less than 10% of own, manage, operate, control, or participate in the consolidated gross revenues of such personownership, together with its affiliatesmanagement, derive from activities operation or businesses that are in competition with any business of the Company control of, or any of its subsidiaries or controlled affiliates (a “Competitive Business”) and (ii) the Executive does notbe connected, directly or indirectly, participate inas proprietor, become associated withpartner, or otherwise have responsibilities that relate to the conduct or operations ofstockholder (other than ownership of not more than 20% of any class of securities of a publicly traded entity which engages in a Competing Activity, 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 officerdefined herein), director, officer, executive, employee, partner, sole proprietor, trustee, beneficiary, agent, representativeadvisor, consultant, independent contractor, consultantjoint venturer, investor or in any other capacity or manner whatsoever, with any entity which engages in any business which directly or indirectly competes with the “Business” of the Company, that being as defined in the asset purchase agreement referred to in recital B hereof(collectively, the “Competing Activity”), (ii) directly or indirectly as proprietor, partner, stockholder, director, officer, executive, employee, agent, advisor, provider of personal servicescreditor, consultant, joint venturer, investor or in any other capacity or manner whatsoever, solicit or hire directly or indirectly (in connection with or to be involved in any Competing Activity) any person employed in the Company or the Subsidiaries business on or after the date hereof, or (iii) directly or indirectly as proprietor, partner, stockholder, director, officer, executive, employee, agent, advisor, creditor, consultant, independent contractor, joint venturer, investor or owner in any other capacity or manner whatsoever, solicit directly or indirectly (other than by ownership of less than five percent in connection with any Competing Activity) any customers or accounts of the stock of a publicly-held corporation whose stock is traded Company existing on a national securities exchange or in an over-the-counter market)after the date hereof.

Non-Competition. During From and after the Employment PeriodClosing until the date 36 months after the Closing Date, Seller, shall not and following termination cause its Affiliates and Representatives (the “Restricted Parties”) not to, (a) use the Customer Database or any portion thereof to make any direct marketing to the customers on the Players List for any property located within a 45-mile radius of the Executive’s employment with the Company, Holdco and any of their affiliates, during Properties (the “Restriction Period” (as hereinafter definedRestricted Area”), (b) sell, license or otherwise permit any Person to use the Executive shall not directly Customer Database or indirectly participate in any portion thereof to make any direct marketing to the customers on the Players List for any property located within the Restricted Area or permit his name directly (c) own, operate, lease, manage, control, engage in, invest in, act as consultant 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 isadvisor to, or intends to berender a service that is utilized primarily for the operation of slot machines, engaged table games or pari-mutuel wagering for (in any business which is each case whether alone or in competition association with any business of the CompanyPerson), 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, Person that the foregoing will not prohibit the Executive from participating in or becoming associated with a person if (i) less generates more than 10% of its revenues from the consolidated gross revenues 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 a member of a group which controls, such pooled investment vehicle and may own, solely through passive ownership as a portfolio investment (with no director designation rights or other special governance rights), securities of any person which are publicly traded on a national or regional stock exchange or over the counter if no Restricted Party (i) is a controlling person of, or a member of a group which controls, such person and (ii) directly or indirectly owns 5% or more of any class of securities of such personperson (z) the provisions set forth in clauses (a) and (b) of the immediately preceding sentence shall not apply to the use, together with its affiliates, derive from activities sale or businesses that are in competition with license of any business information relating to any customer or player of the Company that is included, at the time of acquisition or merger, in any customer list, customer database or historical records of any Person that operates slot machines, table games or pari mutual wagering that Guarantor or any of its subsidiaries Affiliates acquires, in a single transaction, by purchase of all of the outstanding equity securities or controlled affiliates substantially all the assets of such Person or its parent entity or merger with such Person or its parent entity, after the date hereof and (aa) the provisions set forth in clause (c) of the immediately preceding sentence shall not apply to or prohibit the acquisition by Guarantor or any of its Affiliates of another company that operates a “Competitive Business”business in the Restricted Area, or the ownership or operation of such business following such acquisition, that would otherwise violate clause (c) of the immediately preceding sentence; provided, that in the case of clauses (ii) and (ii) the Executive does notiii), directly such acquired Person or indirectly, participate in, become associated with, its Subsidiaries operates multiple gaming 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 officer, director, employee, partner, sole proprietor, trustee, beneficiary, agent, representative, independent contractor, consultant, advisor, provider of personal services, creditor, or owner (other than by ownership of less than five percent wagering locations outside of the stock of a publicly-held corporation whose stock is traded on a national securities exchange or in an over-the-counter market)Restricted Area.

Non-Competition. During Executive acknowledges that he has and, while employed, will acquire unique and valuable experience with respect to the Employment Periodbusinesses, operations, plans and strategies of the Company and its subsidiaries. Executive hereby covenants and agrees that during the term of this Agreement and any period thereafter during which he is receiving payments or benefits pursuant to Subsections 7(c)(i)-(ii) and 7(c)(i)-(iv) (but in no event longer than two (2) years following Executive’s termination of the Executive’s employment with the Companyemployment) hereof, Holdco and any of their affiliates, during the “Restriction Period” (as hereinafter defined), the Executive shall he will not directly or indirectly participate in or permit his name directly or indirectly to be used by or become associated compete 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) 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 of the Company or any of its subsidiaries or controlled affiliates (a “Competitive Business”) and (ii) the Executive 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 personsubsidiaries. For purposes of this Agreement, the term “participatecompete with the business of the Company and its subsidiaries” includes shall include Executive’s participation in any direct operations whose primary business competes with any business now conducted by the Company or indirect interestits subsidiaries, including the sale or rental of menswear (including formalwear), men’s accessories or men’s shoes at retail, the sale or rental of occupational uniforms or other corporate wear merchandise, dry cleaning or any material line of business proposed to be conducted by the Company or one or more of its subsidiaries known to Executive and with respect to which Executive devoted time as part of his employment hereunder on behalf of the Company or one or more of its subsidiaries, whether such participation is individually or as an officer, director, employeejoint venturer, partner, sole proprietor, trustee, beneficiary, agent, representative, independent contractor, consultant, advisor, provider agent or holder of personal services, creditor, or owner an interest (other than by ownership except as a holder of a less than five percent 1% interest in a publicly traded entity or mutual fund) of any individual, corporation, association, partnership, joint venture or other business entity so engaged. This non-competition covenant shall be applicable with respect to the United States, Canada, the United Kingdom and any other country in which Executive would be competing with the business of the stock of a publicly-held corporation whose stock is traded on a national securities exchange Company or its subsidiaries as set forth in an over-the-counter marketthis Section 9(a).

Non-Competition. During Employee acknowledges that his services to --------------- be rendered hereunder are of a special and unusual character which have a unique value to Company, the Employment Periodloss of which cannot adequately be compensated by damages in an action at law. In view of the unique value to Company of the services of Employee for which Company has contracted hereunder, and following termination because of the Executive’s confidential information to be obtained by or disclosed to Employee, and as a material inducement to Company to enter into this Agreement, and to pay to Employee the compensation referred to in Section 1.4 hereof, Employee covenants and agrees that during Employee's employment with the hereunder and for a period of one (1) year after he ceases to be employed by Company, Holdco and any of their affiliates, during the “Restriction Period” (as hereinafter defined), the Executive Employee shall not (a) directly or indirectly participate indirectly, solicit business from, divert business from, or attempt to convert to other methods of using the same or similar products or services as provided by Company, any client, account or location of Company with which Employee has had any contact as a result of his employment by Company hereunder; (b) engage 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) 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 of the Company or any of its subsidiaries or controlled affiliates (a “Competitive Business”) and (ii) the Executive does notcarry on, directly or indirectly, participate ineither for himself, become associated withas a member of a partnership, or otherwise have responsibilities that relate to as a stockholder (except as limited partner or stockholder of less than one percent (1%) of the conduct issued and outstanding limited partnership interests or operations ofstock of a publicly held partnership or corporation whose gross assets exceed $l,000,000), any Competitive Business that is conducted by such person or a divisionas an investor, grouplender, guarantor, landlord, manager, officer, or subsidiary director of any person, partnership, corporation, or affiliate of such person. For purposes of this Agreementother entity (other than the Company or its subsidiaries), the term “participate” includes any direct or indirect interest, whether as an officer, director, employee, partner, sole proprietor, trustee, beneficiary, agent, representativeassociate, independent contractor, consultant, advisor, provider of personal services, creditorbroker, or owner consultant of any person, partnership, corporation, or other entity (other than by ownership the Company or its subsidiaries), any business (or segment of less a business if such business operates in more than five percent one segment of the stock orthopedic industry) that competes with any operations of a publicly-held corporation whose stock the Company, as they exist at the time of Employee's termination, within an one hundred (100)-mile radius of any geographic area where Company is traded on a national securities exchange actually engaged in business, or in an over-the-counter market)maintains sales or service representatives or employees; or (c) directly or indirectly, solicit for employment or employ any employee of Company.

Non-Competition. During the Employment Period, and following termination period of the Executive’s employment with and through the Companysecond (2nd) anniversary of the Termination Date (such period, Holdco and any of their affiliates, during the “Restriction Restricted Period” (as hereinafter defined”), the Executive shall not not, either directly or indirectly participate (and whether or not for compensation) (i) engage in the Business for the Executive’s own account in any state of the United States and in any other country, in each case as of the Termination Date, in which the Employer Group (1) then conducts business, (2) has plans to conduct business within the Restricted Period or permit his name directly (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 “Restricted Territory”), (ii) render any services to or indirectly to be used by for any person or entity engaged in the Business in any part of the Restricted Territory, (iii) acquire a financial interest in, or otherwise become associated with (including actively involved with, any person or entity engaged in the Business in any part of the Restricted Territory, as an advisorindividual, representativepartner, stockholder, member, officer, director, employee, principal, agent, promotertrustee or consultant, independent contractoror (iv) interfere with business relationships between the Employer Group or any direct or indirect parent or subsidiary thereof (each, provider of personal services a “Protected Party” and collectively, the “Protected Parties”), on the one hand, and employees, clients or otherwise) suppliers of, or consultants to, any personProtected Party, corporationon the other hand. Notwithstanding anything to the contrary in this Agreement, partnershipthe Executive may, firmdirectly or indirectly, association own, solely through passive ownership as a portfolio investment (with no director designation rights or other enterprise or entity (a “person”) that isspecial governance rights), or intends to be, securities of any person engaged in any business the Business which is in competition with any business of the Company, Holdco are publicly traded on a national or any of their respective subsidiaries regional stock exchange 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 over-the-counter if the Executive from participating in or becoming associated with a person if (i) less than 10% is not a controlling person of, or a member of the consolidated gross revenues of a group which controls, such person, together with its affiliates, derive from activities or businesses that are in competition with any business of the Company or any of its subsidiaries or controlled affiliates (a “Competitive Business”) person and (ii) the Executive does not, directly or indirectly, participate in, become associated with, own 2% or otherwise have responsibilities that relate to the conduct or operations of, more of any Competitive Business that is conducted by such person or a division, group, or subsidiary or affiliate class of securities of such person. For purposes of this Agreement, the term “participate” includes any direct or indirect interest, whether as an officer, director, employee, partner, sole proprietor, trustee, beneficiary, agent, representative, independent contractor, consultant, advisor, provider of personal services, creditor, or owner (other than by ownership of less than five percent of the stock of a publicly-held corporation whose stock is traded on a national securities exchange or in an over-the-counter market).

Non-Competition. During the Employment Restricted Period, and following termination of the Executive’s employment with the Company, Holdco and any of their affiliates, during the “Restriction Period” (as hereinafter defined), the Executive shall not directly not, whether individually, as a director, manager, member, stockholder, partner, owner, employee, consultant or indirectly 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 agent of personal services or otherwise) any person, corporation, partnership, firm, association or other enterprise or entity (a “person”) that isbusiness, or intends to be, engaged in any business which is in competition with any business other capacity, other than on behalf of the Company or an affiliate or successor of the Company, Holdco organize, establish, own, operate, manage, control, engage in, participate in, invest in, permit his name to be used by, act as a consultant or advisor to, render services for (alone or in association with any of their respective subsidiaries person, firm, corporation or controlled affiliates business organization), or otherwise assist any person or entity that engages in or owns, invests in, operates, manages or controls any venture or enterprise which engages or proposes to engage in any geographic area in which line of business conducted by the Company, Holdco Company or any actively pursued by the Company on the date 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 the Executive's termination of employment (a “Competitor”the "Business"); provided, however, that the foregoing will shall not prohibit preclude the Executive from participating being employed or retained by a Person (as defined below), which, among its activities, engages in or becoming associated activities that compete directly with a person if (i) 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 of the Company or any of its subsidiaries or controlled affiliates (a “Competitive Business”) and (ii) Business as so long as the Executive does notnot provide as part of his principal management responsibilities, any services to such Person's subsidiaries or divisions that compete directly with the Business and the Executive does not disclose or indirectly, participate in, become associated with, or otherwise have responsibilities that relate make use of Confidential Information relating to the conduct or operations ofCompany. Notwithstanding the foregoing, any Competitive Business that is conducted by such person or a division, group, or subsidiary or affiliate of such person. For nothing in this Agreement shall prevent the Executive from owning for passive investment purposes of not intended to circumvent this Agreement, the term “participate” includes any direct or indirect interest, whether as an officer, director, employee, partner, sole proprietor, trustee, beneficiary, agent, representative, independent contractor, consultant, advisor, provider of personal services, creditor, or owner (other than by ownership of less than five percent (5%) of the stock publicly traded equity securities of a publicly-held corporation whose stock is traded on a national securities exchange any competing enterprise (so long as the Executive has no power to manage, operate, advise, consult with or control the competing enterprise and no power, alone or in an over-the-counter marketconjunction with other affiliated parties, to select a director, manager, general partner, or similar governing official of the competing enterprise other than in connection with the normal and customary voting powers afforded the Executive in connection with any permissible equity ownership).

Non-Competition. During While the Employment Period, Executive is employed and for a period following the termination of the Executive’s employment with equal to the Company, Holdco and any of their affiliates, during the “Restriction Period” Non-Competition Restricted Period (as hereinafter defineddefined below), the Executive shall not directly not, whether individually as a director, manager, member, stockholder, partner, owner, employee, consultant or indirectly 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 agent of personal services or otherwise) any person, corporation, partnership, firm, association or other enterprise or entity (a “person”) that isbusiness, or intends to be, engaged in any business which is in competition with any business other capacity, other than on behalf of the Company, Holdco organize, establish, own, operate, manage, control, engage in, participate in, invest in, permit his name to be used by, act as a consultant or advisor to, render services for (alone or in association with any of their respective subsidiaries person, firm, corporation or controlled affiliates business organization), or otherwise assist any person or entity that engages in or owns, invests in, operates, manages or controls any venture or enterprise which engages or proposes to engage in any geographic area business conducted by the Company or its subsidiaries (x) on the date of the Executive’s termination of employment (including, without limitation, any business which the Company or its subsidiaries has specific plans to conduct in the future and as to which the Executive is aware) or (y) within twelve (12) months prior to the Executive’s termination of employment with the Company, Holdco in each case, in the geographic locations where the Company or any of their respective its subsidiaries engage or controlled affiliates operate, compete or are engaged in such business or at such time intend so propose to operate, compete or become engaged engage in such business (a the “CompetitorCompetitive Business”); provided. Notwithstanding the foregoing, however, that the foregoing will not prohibit the Executive from participating may, directly or indirectly own, solely as an investment, securities of any firm, partnership, joint venture, association, corporation or other business organization, entity or enterprise engaged in or becoming associated with a person if (i) 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 of the Company or any of its subsidiaries or controlled affiliates (a “Competitive Business”) and (ii) the Executive 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 officer, director, employee, partner, sole proprietor, trustee, beneficiary, agent, representative, independent contractor, consultant, advisor, provider of personal services, creditor, or owner (other than by ownership of less than five percent of the stock of a publicly-held corporation whose stock is which are publicly traded on a national securities or regional stock exchange or in an on the over-the-counter market)market if the Executive is not a controlling person of, or a member of a group which controls, such entity and does not directly or indirectly own 5% or more of any class of securities of such entity. Should any provision of this Section 5.2 conflict with the provisions of any other written agreement between the Company and the Executive, this Section 5.2 shall govern. For the purposes of this Employment Agreement, the term Non-Competition Restricted Period shall mean (x) the period the Executive is entitled to receive payments or benefits pursuant to Section 4.4 hereof, if the Executive’s employment terminates without Cause or if the Executive terminates his employment for Good Reason and (y) a period of one year if the executive’s employment hereunder terminates for any other reason.

Non-Competition. During In exchange for the Employment Periodtermination payment described in Section 18 above, and for a period of five (5) months following termination of the ExecutiveEmployee’s employment with the Companyemployment, Holdco and for any of their affiliatesreason, during the “Restriction Period” (as hereinafter defined), the Executive Employee shall not directly (1) enter into or indirectly 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 engage in any business which is in competition competes 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) 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 of the Company or any of its subsidiaries or controlled affiliates (a “Competitive BusinessCompany Group”) within the States of Pennsylvania, Colorado and Texas (ii“Restricted Territory”); (2) solicit any known customers, business, assets, investments or 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 Executive does notCompany 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 Group within the Restricted Territory; or (4) 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 same business as the Company Group within the Restricted Territory. For purposes of this section, Employee 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, joint venture, employee, agent, salesperson, consultant, officers and/or director of any firm, association, partnership, corporation or 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 same household as Employee owns, directly or indirectly, participate inindividually or in the aggregate, become associated withmore than 1% of the outstanding stock or other equity interests. If it is judicially determined or by consent of Employee that Employee has violated this Section 19 and the Company obtains an order, injunction or otherwise other equitable relief, then the period applicable to each obligation that Employee has been determined to have responsibilities that relate violated will be automatically extended by a period of time equal in length to the conduct or operations of, any Competitive Business that is conducted by period during which 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 officer, director, employee, partner, sole proprietor, trustee, beneficiary, agent, representative, independent contractor, consultant, advisor, provider of personal services, creditor, or owner (other than by ownership of less than five percent of the stock of a publicly-held corporation whose stock is traded on a national securities exchange or in an over-the-counter market)violation occurred.

Non-Competition. During In return for employment in the Employment Period, and following termination of the Executive’s employment with the Company, Holdco and any of their affiliatescapacity set forth under this Agreement, during the “Restriction Period” (as hereinafter defined)Employment Term and, in the Executive shall not directly or indirectly 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 event of the Companytermination of this Agreement pursuant to the provisions of Section 5(a)(ii) hereof, Holdco or any for a period of their respective subsidiaries or controlled affiliates in any geographic area in which the Companytwelve (12 months) thereafter, 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) 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 of the Company or any of its subsidiaries or controlled affiliates (a “Competitive Business”) and (ii) the Executive does Employee shall not, directly or indirectly, participate in(i) in any capacity whatsoever, become associated either on Employee's own behalf or on behalf of any other person or entity with whom Employee may be employed or associated, be employed by, be a consultant to, be an officer or director of, or be connected in any manner with, or otherwise have responsibilities that relate to the conduct or operations of, any Competitive Business that is conducted by such a person or a divisionagency engaged in the electronic media computer software or servicing business (notwithstanding the immediately preceding clause, group, nothing herein shall prohibit Employee from owning 5% or subsidiary or affiliate less of such person. For purposes of this Agreement, the term “participate” includes any direct or indirect interest, whether as an officer, director, employee, partner, sole proprietor, trustee, beneficiary, agent, representative, independent contractor, consultant, advisor, provider of personal services, creditor, or owner (other than by ownership of less than five percent of the stock securities of a publicly-held corporation whose stock is traded competitor engaged in the electronic media computer software or servicing business if such securities are listed on a national nationally recognized securities exchange or in an traded over-the-counter marketon the National Association of Securities Dealers Automated Quotation System or otherwise); (ii) interfere with the employment relationship between Employer and its employees by directly or indirectly soliciting any such individual to participate in, or be employed by, any business venture other than the Employer; (iii) solicit any business related to the business of Employer from any client or prospective client of Employer at or before the termination date of the Employee's employment with Employer for himself or for any entity in which the Employee has an interest or by which Employee is employed or engaged; or (iv) seek to divert or dissuade from continuing to do business with or entering into business with Employer or any of its affiliates or related entities, any supplier, customer or other person or entity that had a business relationship with or with which Employer, its subsidiaries or any of its affiliates or related entities was actively planning or pursuing a business relationship at or before the termination of Employee.

Non-Competition. During In consideration of this Agreement, the Employment Participant covenants and agrees that during the Restricted Period, and following termination the Participant shall not, subject to this Section 12, without the express written approval of the Executive’s employment with Board of Directors of the Company, Holdco and any of their affiliates, during Company (other than the “Restriction Period” (as hereinafter definedParticipant), the Executive shall not directly or indirectly participate indirectly, in one or permit his name directly a series of transactions, own, manage, operate, control, invest or indirectly to be used by or become associated with (including acquire an interest in, whether as an advisora proprietor, representativepartner, shareholder, member, lender, director, officer, employee, joint venturer, investor, lessor, supplier, customer, agent, promoter, independent contractor, provider of personal services or otherwise) any person, corporation, partnership, firm, association representative or other enterprise or entity (a “person”) that isparticipant, or intends to beotherwise engage or participate in, engaged in whether as a proprietor, partner, shareholder, member, lender, director, officer, employee, joint venturer, investor, lessor, supplier, customer, agent, representative or other participant, any business which is competes, directly or indirectly, with the Business 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) 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 of the Company or any of its subsidiaries or controlled affiliates Market (a “Competitive Business”) and without regard to (i) whether the Competitive Business has its office, manufacturing or other business facilities within or without the Market, (ii) whether any of the Executive does notactivities of the Participant referred to above occur or are performed within or without the Market or (iii) whether the Participant resides, or reports to an office, within or without the Market; provided, however, that (x) the Participant may, anywhere in the Market, 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 in one or a divisionseries of transactions, groupown, invest or subsidiary or affiliate of such person. For purposes of this Agreement, the term “participate” includes any direct or indirect interest, whether as acquire an officer, director, employee, partner, sole proprietor, trustee, beneficiary, agent, representative, independent contractor, consultant, advisor, provider of personal services, creditor, or owner interest in up to two percent (other than by ownership of less than five percent 2%) of the capital stock of a publicly-held corporation whose capital stock is traded on publicly, (y) Participant may be employed by an entity which has a national business unit or a subsidiary that is engaged in a Competitive Business, and may hold equity securities exchange of such entity issued in connection with such employment, if (1) the revenues derived by such entity from such Competitive Business (as determined by reference to the audited financial statements of such entity for the most recent fiscal year ending prior to the date of determination) constitute less than twenty percent (20%) of the total combined revenues of such entity and its subsidiaries and (2) the Participant does not have direct management responsibility for the subsidiary or business unit of such entity that is engaged in an over-the-counter market)such Competitive Business, and (z) the Participant may accept employment or service with a successor company to the Company.

Non-Competition. During Executive acknowledges and recognizes the Employment Period, and following termination highly competitive nature of the business of the Company and its affiliates and accordingly agrees as follows: During his employment, Executive will not, directly or indirectly, (a) engage in any business for Executive’s employment own account that competes with the Companybusiness of the Company or its affiliates (including, Holdco without limitation, businesses which the Company or its affiliates have specific plans to conduct in the future and any as to which Executive is aware of their affiliates, during the “Restriction Period” (as hereinafter definedsuch planning), (b) enter the Executive shall not directly or indirectly 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 isemploy of, or intends to berender any services to, any person engaged in any business which is in competition that competes with any the business of the Company, Holdco Company 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) less than 10% of the consolidated gross revenues of such person, together with its affiliates, derive from activities or businesses that are (c) acquire a financial interest in competition with any person engaged in any business that competes with the business of the Company or its affiliates, directly or indirectly, as an individual, partner, stockholder, officer, director, principal, agent, trustee or consultant, or (d) interfere with business relationships (whether formed before or after the date of this Agreement) between the Company or any of its affiliates and customers, suppliers, partners, members or investors of the Company or its affiliates. Without limiting the 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 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 controlled affiliates. Notwithstanding anything to the contrary in this Agreement, Executive may, directly or indirectly, own, solely as an investment, securities of any person engaged in the business of the Company or its affiliates which are publicly traded on a national or regional stock exchange or on an over-the-counter market if Executive (i) is not a “Competitive Business”) controlling person of, or a member of a group which controls, such person and (ii) the Executive does not, directly or indirectly, participate in, become associated with, own five percent (5%) or otherwise have responsibilities that relate to the conduct or operations of, more of any Competitive Business that is conducted by such person or a division, group, or subsidiary or affiliate class of securities of such person. For purposes of this Agreement, the term “participate” includes any direct or indirect interest, whether as an officer, director, employee, partner, sole proprietor, trustee, beneficiary, agent, representative, independent contractor, consultant, advisor, provider of personal services, creditor, or owner (other than by ownership of less than five percent of the stock of a publicly-held corporation whose stock is traded on a national securities exchange or in an over-the-counter market).

Non-Competition. During Executive acknowledges that he has been provided and will continue to be provided trade secret information of the Employment Company in connection with his duties as an employee and officer of the Company. In order to prevent the misuse of trade secret information and in consideration of a portion of the payments being provided to Executive under Sections 3.B(ii), (iii) and (vi) and a portion of the accelerated vesting provided under Sections 3.B.(v) and 3.C, Executive agrees that throughout the Restricted Period, and following termination Executive shall not, anywhere in the world, directly or indirectly (i) engage without the prior express written consent of the Executive’s employment with the Company, Holdco and in any business or activity, whether as an employee, consultant, partner, principal, agent, representative, stockholder (except as a holder of their affiliatesless than 2% of the combined voting power of the outstanding stock of a publicly held company) or in any other individual, during corporate or representative capacity, or render any services or provide any advice to any business, activity, person or entity, if Executive knows or reasonably should know that such business, activity, service, person or entity, directly or indirectly, competes in any material manner with the “Restriction Period” Business; or (ii) meaningfully assist, help or otherwise support, without the prior express written consent of the Company, any person, business, corporation, partnership or other entity or activity, whether as hereinafter defined)an employee, consultant, partner, principal, agent, representative, stockholder (other than in the capacity as a stockholder of less than 2% of the combined voting power of the outstanding shares of stock of a publicly held company) or in any other individual, corporate or representative capacity, to create, commence or otherwise initiate, or to develop, enhance or otherwise further, any business or activity if Executive shall not knows or reasonably should know that such business or activity, directly or indirectly 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 competes in any material manner with the Business. For purposes of this Section 13, the term “Business” shall refer to the business which is in competition with any of the Company as then presently conducted and as conducted on the Date of Termination. As of the date of this Agreement, the business of the Company, Holdco or any generally, involves the development, manufacture and distribution of their respective subsidiaries or controlled affiliates in any geographic area in which the Companymedical equipment for treating, Holdco or any of their respective subsidiaries or controlled affiliates operatediagnosing, 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, and managing sleep-disordered breathing and other respiratory disorders. Executive acknowledges that the foregoing will restrictions set forth in this section 13.A. do not prohibit have the effect of preventing him from practicing his profession, trade or business, and they do not impose a financial hardship upon him. Executive from participating agrees that, in addition to any other remedies available to the Company under applicable law, in the event of a breach of this Section 13.A.: (1) Executive shall immediately return (or becoming associated with a person if otherwise pay) to the Company the twenty percent (i20%) less than 10% of the consolidated gross revenues of such personpayments made under Sections 3.B(ii), together with its affiliates, derive from activities or businesses that are in competition with any business of the Company or any of its subsidiaries or controlled affiliates (a “Competitive Business”iii) and (iivi); and (2) twenty percent (20%) of all unexercised options, all shares of restricted stock and all other equity awards vested pursuant to Sections 3.B.(v) and 3.C shall be surrendered by Executive and cancelled (or as to shares sold, the then current value of such shares shall be paid by Executive does not, directly or indirectly, participate in, become associated with, or otherwise have responsibilities that relate to the conduct or operations ofCompany; and (3) with respect to twenty percent (20%) to any options vested pursuant to Section 3.B(v) and 3.C that were exercised, any Competitive Business that is conducted by such person or a division, group, or subsidiary or affiliate Executive shall pay to the Company an amount equal to the difference between the exercise price and the closing price of such personshares on the date of exercise multiplied by the number of shares subject to the options exercised. For purposes of this Agreement, the term “participate” includes any direct or indirect interest, whether as an officer, director, employee, partner, sole proprietor, trustee, beneficiary, agent, representative, independent contractor, consultant, advisor, provider of personal services, creditor, or owner Executive acknowledges that twenty percent (other than by ownership of less than five percent 20%) of the stock payment required under Sections 3.B (ii), (iii) and (vi) and twenty percent (20%) of a publicly-held corporation whose stock is traded on a national securities the accelerated vesting provided for under Section 3.B(v) and 3.C are provided to executive solely in exchange or in an over-the-counter market).for his agreement under this Section 13.A.

Non-Competition. During the Employment Period, and following termination of the ExecutiveEmployee’s employment with the Company, Holdco and Company or any of their affiliates, its Affiliates and during the “Restriction Period” one (as hereinafter defined)1) year period following the effectiveness of the termination of Employee’s employment by the Company or Employee for any reason, the Executive shall Employee will not, in any capacity (including, but not directly or indirectly participate in or permit his name directly or indirectly to be used by or become associated with (including as an limited to, owner, partner, member shareholder, consultant, advisor, representativefinancier, agent, promoteremployee, independent contractorofficer, provider of personal services director, manager or otherwise) ), directly or indirectly, for Employee’s own account or for the benefit of any natural person, corporation, partnership, firmtrust, association estate, joint venture, sole proprietorship, association, cooperative or other enterprise or entity (any of the foregoing, a “personPerson”) that is), establish, engage in, finance, advise, work for, or intends to bebe connected with, engaged in any business which is in competition with any business except as an employee 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) 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 the Business of the Company if such business competes with the Business of the Company or any Affiliate in any country, State, county, or municipality where the Company or its Affiliates conduct business, are preparing to conduct business of or have conducted business during Employee’s employment with the Company or any of its subsidiaries or controlled affiliates Affiliates (a “Competitive Business”). Notwithstanding the foregoing, (A) and nothing in this Section 7(b) shall preclude Employee from serving in any capacity (ii) the Executive 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 interesti.e., whether as an officer, director, employee, partner, sole proprietorprincipal, trusteemember, beneficiaryinvestor, agentconsultant or otherwise) to or in respect of a business or entity (including, representativewithout limitation, independent contractoran investment trust or investment partnership) that provides investment services or is otherwise engaged in the business of investing capital for third parties, consultantor any manager or affiliate of any of the foregoing (any such entity, advisor, provider of personal manager or affiliate hereafter called an “Investment Firm”) or that provides legal or accounting services, creditorso long as Employee does not have personal, direct and material responsibilities for the day to day operations of any Competitive Business in which such Investment Firm has made or owner directed an investment, and (other than by ownership of less than five percent of B) this Section 7(b) shall not apply, and therefore Employee shall not be subject to any covenant in this Section 7(b), in the stock event that, within one (1) year following the effectiveness of a publicly-held corporation whose stock Change in Control (I) Employee is traded on terminated by the Company during or following the Term without Cause or employee resigns Employee’s employment for Good Reason or (II) the Term has expired and Employee’s employment with the Company is terminated due to resignation by Employee at a national securities exchange or in an over-the-counter market)time that the Company has no basis to terminate Employee with Cause.

Non-Competition. During the Employment Period, Term and for a period of twelve (12) months following the termination of the Executive’s Employee's employment with the Company, Holdco and for any of their affiliates, during the “Restriction Period” (as hereinafter defined)reason, the Executive Employee shall not directly not, whether individually as a director, manager, member, stockholder, partner, owner, employee, consultant or indirectly 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 agent of personal services or otherwise) any person, corporation, partnership, firm, association or other enterprise or entity (a “person”) that isbusiness, or intends to be, engaged in any business which is in competition with any business other capacity, other than on behalf of the Company, Holdco organize, establish, own, operate, manage, control, engage in, participate in, invest in, permit his name to be used by, act as a consultant or advisor to, render services for (alone or in association with any person, firm, corporation or business organization), or otherwise assist any person or entity that engages in or owns, invests in, operates, manages or controls any venture or enterprise which engages or proposes to engage in any business conducted by the Company, Holdings, the LLC, or any of their respective subsidiaries or controlled affiliates in (x) on the date of the Employee's termination of employment (including, without limitation, any geographic area in business which the Company, Holdco Holdings, the LLC, or any of their respective subsidiaries has specific plans to conduct in the future and as to which the Employee is aware) or controlled affiliates operate(y) within twelve (12) months prior to the Employee's termination of employment with the Company in the geographic locations where the Company, compete Holdings, the LLC, or are engaged in such business any of their subsidiaries engages or at such time intend so proposes to operate, compete or become engaged engage in such business (a “Competitor”the "Competitive Business"); provided. Notwithstanding the foregoing, howeverthe Employee may, that directly or indirectly own, solely as an investment, securities of any firm, partnership, joint venture, association, corporation or other business organization, entity or enterprise engaged in the foregoing will not prohibit the Executive from participating in or becoming associated with a person if (i) 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 of the Company or any of its subsidiaries or controlled affiliates (a “Competitive Business”) and (ii) the Executive 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 officer, director, employee, partner, sole proprietor, trustee, beneficiary, agent, representative, independent contractor, consultant, advisor, provider of personal services, creditor, or owner (other than by ownership of less than five percent of the stock of a publicly-held corporation whose stock is which are publicly traded on a national securities or regional stock exchange or in an on the over-the-counter market)market if the Employee is not a controlling person of, or a member of a group which controls, such entity and does not directly or indirectly own 5% or more of any class of securities of such entity.

Non-Competition. During Subject to the Employment Periodprovisions of Section 3.2, and following termination of the Executive’s employment with the Company, Holdco and any of their affiliates, Employee agrees that during the “Restriction Period” Non-Competition Period (as hereinafter defined), the Executive shall he will not in any manner, directly or indirectly indirectly, except as specifically contemplated by the terms of his employment or expressly set forth in this Agreement, (i) be employed by, engaged in or participate in the ownership, management, operation or permit his name control of, or act in any advisory or other capacity for, any entity which now or at any time during the Non-Competition Period engages in any business activity competitive, directly or indirectly indirectly, with the business of CCL or any of its subsidiaries or divisions within any greater metropolitan area in which CCL or any of its subsidiaries or divisions are currently engaged in business or, at the termination of Employee's employment, within which there was a bona fide intention on the part of CCL or any of its subsidiaries or divisions to engage in business in the future, except that Employee may be used retained in an "in-house" or similar position relating to the area of communications and content strategy for, or research relating to the implementation of, or the design and production of, intranets, extranets or internets by an entity which is not engaged in the business of providing services in such area to other unaffiliated entities, (ii) solicit or become associated with divert from CCL or any of its subsidiaries or divisions any business or any customer, or divert from CCL or any of its subsidiaries or divisions any supplier thereto, in each case which customer or supplier was a customer or supplier of CCL or any of its subsidiaries or divisions during the eighteen (including as an advisor18) months immediately preceding such date of solicitation or diversion, representative, agent, promoter, independent contractor, provider of personal services or otherwise) assist any person, corporationfirm or corporation in doing so or attempting to do so, partnershipor (iii) on his own behalf or on behalf of any person or entity, firmdirectly or indirectly, association hire or solicit the employment or other enterprise retention of any employee or entity (a “person”) that is, consultant who was employed or intends to be, engaged in any business which is in competition with any business of the Company, Holdco retained by CCL or any of their respective its subsidiaries or controlled affiliates divisions at any time during the twelve (12) months immediately preceding such date of hiring or solicitation; provided, however, that, notwithstanding the foregoing, nothing herein shall preclude Employee from making solely passive investments in any geographic class or series of equity securities of any entity which is publicly traded so long as Employee shall not own or control, directly or indirectly, either as principal, manager, partner, investor, lender or in any other capacity, equity securities which constitute five percent (5%) or more of the voting rights or equity ownership of such entity. For purposes of this Section 7.3, a "bona fide intention" to engage in business in a certain geographical area in which shall be deemed not to have existed at the Companytime of termination of Employee's employment if (i) within three (3) months after the termination of Employee's employment, Holdco CCL or any of their respective its subsidiaries or controlled affiliates operate, compete divisions shall not have entered into a letter of intent or are engaged made a public announcement of intention to engage in business in such geographical area or (ii) within one (1) year after the termination of Employee's employment, CCL or any of its subsidiaries or divisions shall not have consummated an agreement to engage, or otherwise actually engaged, in business or at such time intend so to operate, compete or become engaged in such business geographical area. The provisions of this Section 7.3 shall extend for the Term and survive the Term for eighteen (a “Competitor”)18) months after the end of the Term; provided, however, that in the foregoing will not prohibit the Executive from participating in or becoming associated with case of a person if (i) less than 10% termination of the consolidated gross revenues of such person, together with its affiliates, derive from activities or businesses that are in competition with any business of the Company or any of its subsidiaries or controlled affiliates (a “Competitive Business”) and (ii) the Executive does not, directly or indirectly, participate in, become associated with, or otherwise have responsibilities that relate employment pursuant to the conduct or operations ofprovisions of Section 6.1, any Competitive Business that is conducted by such person or a division, group, or subsidiary or affiliate of such person. For purposes the provisions of this AgreementSection 7.3 shall extend until eighteen (18) months after the last payment of Base Salary is made pursuant to Section 6.1(i); provided further, however, that in the case of a termination of employment pursuant to the provisions of Sections 6.3, the term “participate” includes any direct or indirect interest, whether provisions of this Section 7.3 shall extend until the last payment of Base Salary is made pursuant to Section 6.3(A) (the period described in this sentence is referred to herein as an officer, director, employee, partner, sole proprietor, trustee, beneficiary, agent, representative, independent contractor, consultant, advisor, provider of personal services, creditor, or owner (other than by ownership of less than five percent of the stock of a publicly"Non-held corporation whose stock is traded on a national securities exchange or in an over-the-counter marketCompetition Period").

Non-Competition. During Executive acknowledges and recognizes the Employment Period, and following termination highly competitive nature of the Executive’s employment with the Company, Holdco and any of their affiliates, during the “Restriction Period” (as hereinafter defined), the Executive shall not directly or indirectly 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 Company and of its present or any of their respective future subsidiaries or controlled affiliates and accordingly agrees as follows: During his employment and for a twelve (12) month period commencing from the Date of Termination, Executive will not, directly or indirectly, (a) engage in any geographic area in which business for Executive’s own account that competes with 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) 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 of the Company or any of its present or future subsidiaries or controlled affiliates (including, without limitation, businesses which the Company or its present or future subsidiaries or controlled affiliates has specific plans to conduct in the future and as to which Executive is aware of such planning prior to the Date of Termination), (b) enter the employ of, or render any services to, any person engaged in any business that competes with the business of the Company or its present or future subsidiaries or controlled affiliates, (c) acquire a “Competitive Business”financial interest in any person engaged in any business that competes with the business of the Company or its present or future subsidiaries or controlled affiliates, directly or indirectly, as an individual, partner, stockholder, officer, director, principal, agent, trustee or consultant, or (d) interfere with business relationships (whether formed before or after the date of this Agreement) between the Company or its present or future subsidiaries or controlled affiliates, on the one hand, or any of its customers, suppliers, partners, members or investors of the Company or its present or future subsidiaries or controlled affiliates, on the other hand. Notwithstanding anything to the contrary in this Agreement, Executive may, directly or indirectly, own, solely as an investment, securities of any person engaged in the business of the Company or its present or future subsidiaries or controlled affiliates which are publicly traded on a national or regional stock exchange or on an over-the-counter market if Executive (i) is not a controlling person of, or a member of a group which controls, such person and (ii) the Executive does not, directly or indirectly, participate in, become associated with, own one percent (1%) or otherwise have responsibilities that relate to the conduct or operations of, more of any Competitive Business that is conducted by such person or a division, group, or subsidiary or affiliate class of securities of such person. For purposes of this Agreement, the term “participate” includes any direct or indirect interest, whether as an officer, director, employee, partner, sole proprietor, trustee, beneficiary, agent, representative, independent contractor, consultant, advisor, provider of personal services, creditor, or owner (other than by ownership of less than five percent of the stock of a publicly-held corporation whose stock is traded on a national securities exchange or in an over-the-counter market).

Non-Competition. During the Employment Perioda. The Executive hereby agrees that, and following termination of the Executive’s employment with the Company, Holdco and any of their affiliatesexcept as provided in Section 12(b), during the “Restriction Period” term of his employment by the Companies pursuant to this Agreement and for a period of one year following the termination for any reason of his employment under this Agreement, he will not, directly or indirectly and in any way, whether as principal or as director, officer, employee, consultant, agent, partner or stockholder to another entity (other than by the ownership of a passive investment interest of not more than 5% in a company with publicly traded equity securities), (i) own, manage, operate, control, be employed by, participate in, or be connected in any manner with the ownership, management, operation or control of any business competing with any business of the Companies in which the Executive participated during the two years immediately preceding such termination, (ii) interfere with, solicit on behalf of another or attempt to entice away from the Companies (or any affiliate or subsidiary of any Company) (x) any project, financing or customer that any Company (or any affiliate or subsidiary of any Company) has under contract (including unfulfilled purchase orders), or any letter of supply or other supplier contract or arrangement entered into by any Company (or any affiliate or subsidiary of any Company), and all extensions, renewals and resolicitations of such contracts or arrangements, (y) any contract, agreement or arrangement that any Company (or any affiliate or subsidiary of any Company) is actively negotiating with any other party, or (z) any prospective business opportunity that any Company (or any affiliate or subsidiary of any Company) has identified at the time of termination as hereinafter definedbeing actively pursued by such Company, or (iii) for himself or another, hire, attempt to hire, or assist in or facilitate in any way the hiring of any employee of the Companies (or any affiliate or subsidiary of any Company), or any employee of any person, firm or other entity, the employees of which any Company (or any affiliate or subsidiary of any Company) has agreed not to hire or endeavor to hire. b. In the event that prior to the end of the Term the Executive's employment is terminated by the Company pursuant to Section 10(a), the Executive shall not directly or indirectly participate in or permit his name directly or indirectly have the option, exercisable at any time by notice 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 to be relieved of his obligations under clause (i) of Section 12(a), but not clauses (ii) and (iii) of Section 12(a). Upon the giving of such notice by the Executive, the Company shall be relieved and discharged of all payment obligations to the Executive arising under Section 10(a) and payable on or any after the date of their respective subsidiaries such notice. c. Because of the Executive's knowledge of the Companies' business, in the event of the Executive's actual or controlled affiliates in any geographic area in which threatened breach of the Companyprovisions of this Section 12, Holdco or any of their respective subsidiaries or controlled affiliates operatethe Companies shall be entitled to, compete or are engaged in such business or at such time intend so to operateand the Executive hereby consents to, compete or become engaged in such business (a “Competitor”); provided, however, that the foregoing will not prohibit an injunction restraining the Executive from participating in or becoming associated with a person if (i) less than 10% any of the consolidated gross revenues foregoing. However, nothing herein shall be construed as prohibiting the Companies from pursuing any other available remedies for such breach or threatened breach, including the recovery of damages from the Executive. The Executive agrees that the provisions of this Section 12 are necessary and reasonable to protect the Companies in the conduct of its business. If any restriction contained in this Section 12 shall be deemed to be invalid or unenforceable by reason of the extent, duration or geographic scope thereof, then the extent, duration, and geographic scope of such person, together with its affiliates, derive from activities or businesses that are in competition with any business of the Company or any of its subsidiaries or controlled affiliates (a “Competitive Business”) and (ii) the Executive does not, directly or indirectly, participate in, become associated with, or otherwise have responsibilities that relate restriction shall be deemed to be reduced to the conduct or operations offullest extent, any Competitive Business that is conducted duration and geographic scope permitted 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 officer, director, employee, partner, sole proprietor, trustee, beneficiary, agent, representative, independent contractor, consultant, advisor, provider of personal services, creditor, or owner (other than by ownership of less than five percent of the stock of a publicly-held corporation whose stock is traded on a national securities exchange or in an over-the-counter market)law and enforceable.

Non-Competition. During (A) If FirstMerit satisfies the Employment Periodconditions set forth in Section 12.3(B) below, and following then, for a period after termination or expiration of this Agreement equal to twenty four (24) months, regardless of whether such termination is by FirstMerit with or without Cause or the Executive’s employment Executive with the Company, Holdco and any of their affiliates, during the “Restriction Period” (as hereinafter defined)or without Good Reason, the Executive shall not (except as an officer, director, employee, agent or consultant of FirstMerit) directly or indirectly indirectly, own, manage, operate, join, or have a financial interest in, control or participate in the ownership, management, operation or control of, or be employed as an employee, agent or consultant, or in any other individual or representative capacity whatsoever, or use or permit his name 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 isin connection with, or intends to be, be otherwise connected in any manner with any business or enterprise that is actively engaged in any business which is in competition with any business of the Company, Holdco FirstMerit or any of their respective its 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) 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 of the Company FirstMerit or any of its subsidiaries or controlled affiliates (a “Competitive Business”) and (ii) does business on the Termination Date; PROVIDED that the foregoing restriction shall not be construed to prohibit the ownership by the Executive does notof not more than one percent (1%) of any class of securities of any corporation which is engaged in any of the foregoing businesses, directly or indirectly, participate in, become associated with, or otherwise have responsibilities that relate having a class of securities registered pursuant to the conduct or operations ofSecurities Exchange Act of 1934, 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 officer, director, employee, partner, sole proprietor, trustee, beneficiary, agent, representative, independent contractor, consultant, advisor, provider of personal services, creditor, or owner (other than by ownership of less than five percent of the stock of a publicly-held corporation whose stock is which securities are publicly owned and regularly traded on a any national securities exchange or in an the over-the-counter market), PROVIDED, FURTHER, that such ownership represents a passive investment and that neither the Executive nor any group of persons including the Executive in any way, either directly or indirectly, manages or exercises control of any such corporation, guarantees any of its financial obligations, otherwise takes part in its business other than exercising his rights as a shareholder, or seeks to do any of the foregoing.

Non-Competition. During (a) Employee recognizes that it is of utmost importance to the Employment PeriodCompany and Parent to maintain the confidentiality of their Confidential Information and preserve the goodwill of their respective businesses. In order to safeguard that confidential information and goodwill, Employee understands and following termination of the Executive’s agrees that, during his or her employment with the Company, Holdco and any of their affiliates, during the “Restriction Period” (as hereinafter defined), the Executive shall not directly or indirectly 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 Parent or any of their respective subsidiaries or controlled affiliates in any geographic area in which its Affiliates and until the Company, Holdco or any second anniversary 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) less than 10% of the consolidated gross revenues Employee’s termination of such person, together employment with its affiliates, derive from activities or businesses that are in competition with any business of the Company or any of its subsidiaries or controlled affiliates (a “Competitive Business”) and (ii) the Executive does Affiliates, Employee shall not, directly or indirectlyindirectly (including without limitation through any existing or future Affiliate (as defined below) of Employee), participate engage in, become associated carry on, manage, provide advisory services in connection with, or otherwise have responsibilities assist with or be interested economically in a Competitive Business (as defined below) within the Restricted Area (as defined below), including by (A) accepting employment by or agreeing to provide advisory services to any person or entity, or having an economic interest in any entity, that relate engages in a Competitive Business, (B) soliciting (or assisting in the solicitation of) any person or business who was a customer of the Company or its Affiliates during Employee’s employment with the Company or any of its Affiliates with respect to the conduct or operations of, any Competitive Business that is conducted by or knowingly encourage any such person to cease doing business in whole or in part with the Company or any of its Affiliates, (C) contacting any persons or businesses who were suppliers or customers of the Company or its subsidiaries during Employee’s employment with the Company or any of its Affiliates for the purpose of soliciting orders or establishing relationships for any business enterprise that engages in a divisionCompetitive Business, group(D) making preparations to engage in any Competitive Business or to form a Competitive Business, including but not limited to any research or development efforts aimed at ultimately benefiting a Competitive Business, (E) forming a Competitive Business, or subsidiary or affiliate of such person. For purposes of this Agreement(F) serving as a director, the term “participate” includes any direct or indirect interest, whether as an officer, director, employee, consultant, partner, sole proprietor, trustee, beneficiarymember, agent, representativelender, independent contractorguarantor, consultant, advisor, provider of personal services, creditorshareholder, or owner (other than by ownership of less than five percent of the stock representative of a publicly-held corporation whose stock is traded on a national securities exchange or in an over-the-counter market)Competitive Business.

Non-Competition. During the Employment Period and for an additional period of six (6) months following the date of such termination or the expiration of this Agreement, (the "Restricted Period, and following termination of the Executive’s employment with the Company, Holdco and any of their affiliates, during the “Restriction Period” (as hereinafter defined"), the Executive shall will not (except as an officer, director, stockholder, employee, agent or consultant of the Company or any affiliate thereof) directly or indirectly indirectly, own, manage, operate, join, or have a financial interest in, control or participate in the ownership, management, operation or control of, or be employed as an employee, agent or consultant, or in any other individual or representative capacity whatsoever, or use or permit his name 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 isin connection with, or intends to be, engaged be otherwise connected in any business which is in competition manner 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) less than 10% any business or enterprise engaged within any portion of the consolidated gross revenues United States or Canada (whether or not such business is physically located within the United States or Canada) in the design, development, manufacture, distribution, lease, rental or sale of such personany products, together with its affiliatesor the provision of any services, derive from activities or businesses that are in competition with any business of which the Company or any of its subsidiaries affiliates was designing, developing, manufacturing, distributing, leasing, renting, selling or controlled affiliates (a “Competitive Business”) providing at any time up to and including the date of termination of this Agreement or (ii) any business which is competitive with the business carried on or planned by the Company or any of its affiliates at any time during the period of the Executive's employment by the Company, unless the Executive does notshall have obtained the prior written consent of the Board, directly or indirectlyprovided that the foregoing restriction shall not be construed as prohibiting the ownership by the Executive of not more than one percent (1%) of any class of securities of any corporation which is engaged in any of the foregoing businesses, participate in, become associated with, or otherwise have responsibilities that relate having a class of securities registered pursuant to the conduct or operations ofSecurities Exchange Act of 1934, 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 officer, director, employee, partner, sole proprietor, trustee, beneficiary, agent, representative, independent contractor, consultant, advisor, provider of personal services, creditor, or owner (other than by ownership of less than five percent of the stock of a publicly-held corporation whose stock is which securities are publicly owned and regularly traded on a any national securities exchange or in an the over-the-counter market); provided further, that such ownership represents a passive investment and that neither the Executive nor any group of persons including the Executive in any way, either directly or indirectly, manages or exercises control of any such corporation, guarantees any of its financial obligations, otherwise takes part in its business other than exercising his rights as a shareholder, or seeks to do any of the foregoing. Each of the parties expressly acknowledges and understands that twenty five percent (25%) of the incremental compensation to be paid to Executive hereunder has been specifically negotiated and agreed to be paid as special consideration such that the foregoing non-competition provisions of this Section 10 shall be fully binding from inception of this Agreement and thereafter as provided above, and Executive expressly waives any and all judicial, arbitral, administrative and/or any other remedy to rescind, void, negate or otherwise render this Section 10 inoperative on the basis of any equitable or legal grounds whatsoever and Executive shall fully indemnify and hold harmless the Company if Executive breaches or brings any challenge to this Section 10, including, without limitation, reimbursement of Company's attorneys fees and reasonable costs and expenses incurred in connection therewith.

Non-Competition. During the Employment PeriodTerm and for a period of two years following the termination of Executive’s employment for any reason, and following termination the Executive shall not, whether individually as a director, manager, member, stockholder, partner, owner, employee, consultant or agent of any business, or in any other capacity, other than on behalf of the Company, organize, establish, own, operate, manage, control, engage in, participate in, invest in, permit his name to be used by, act as a consultant or advisor to, render services for (alone or in association with any person, firm, corporation or business organization), or otherwise assist any person or entity that engages in or owns, invests in, operates, manages or controls any venture or enterprise which engages or proposes to engage in any business conducted by the Company or its subsidiaries (x) on the date of the Executive’s termination of employment (including, without limitation, any business which the Company or its subsidiaries has specific plans to conduct in the future and as to which the Executive is aware) or (y) within twelve (12) months prior to the Executive’s termination of employment with the Company, Holdco and any of their affiliatesin each case, during in the “Restriction Period” (as hereinafter defined), geographic locations where the Executive shall not directly Company or indirectly participate in its subsidiaries engage or permit his name directly or indirectly propose 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 engage in such business (a the “CompetitorCompetitive Business”); provided. Notwithstanding the foregoing, however, that the foregoing will not prohibit the Executive from participating may, directly or indirectly own, solely as an investment, securities of any firm, partnership, joint venture, association, corporation or other business organization, entity or enterprise engaged in or becoming associated with a person if (i) 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 of the Company or any of its subsidiaries or controlled affiliates (a “Competitive Business”) and (ii) the Executive 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 officer, director, employee, partner, sole proprietor, trustee, beneficiary, agent, representative, independent contractor, consultant, advisor, provider of personal services, creditor, or owner (other than by ownership of less than five percent of the stock of a publicly-held corporation whose stock is which are publicly traded on a national securities or regional stock exchange or in an on the over-the-counter market)market if the Executive is not a controlling person of, or a member of a group which controls, such entity and does not directly or indirectly own 5% or more of any class of securities of such entity. Should any provision of this Section 5.2 conflict with the provisions of any other written agreement between the Company and the Executive, this Section 5.2 shall govern.

Non-Competition. During While the Employment Period, Executive is employed and for a period following the termination of the Executive’s 's employment equal to the Non-Competition Restricted Period (as defined below), the Executive shall not, whether individually as a director, manager, member, stockholder, partner, owner, employee, consultant or agent of any business, or in any other capacity, other than on behalf of the Company, organize, establish, own, operate, manage, control, engage in, participate in, invest in, permit his name to be used by, act as a consultant or advisor to, render services for (alone or in association with any person, firm, corporation or business organization), or otherwise assist any person or entity that engages in or owns, invests in, operates, manages or controls any venture or enterprise which engages or proposes to engage in any business conducted by the Company or its subsidiaries (x) on the date of the Executive's termination of employment (including, without limitation, any business which the Company or its subsidiaries has specific plans to conduct in the future and as to which the Executive is aware) or (y) within twelve (12) months prior to the Executive's termination of employment with the Company, Holdco and any of their affiliatesin each case, during in the “Restriction Period” (as hereinafter defined), geographic locations where the Executive shall not directly Company or indirectly participate in its subsidiaries engage or permit his name directly or indirectly propose 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 engage in such business (a “Competitor”the "Competitive Business"); provided. Notwithstanding the foregoing, however, that the foregoing will not prohibit the Executive from participating may, directly or indirectly own, solely as an investment, securities of any firm, partnership, joint venture, association, corporation or other business organization, entity or enterprise engaged in or becoming associated with a person if (i) 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 of the Company or any of its subsidiaries or controlled affiliates (a “Competitive Business”) and (ii) the Executive 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 officer, director, employee, partner, sole proprietor, trustee, beneficiary, agent, representative, independent contractor, consultant, advisor, provider of personal services, creditor, or owner (other than by ownership of less than five percent of the stock of a publicly-held corporation whose stock is which are publicly traded on a national securities or regional stock exchange or in an on the over-the-counter market).market if the Executive is not a controlling person of, or a member of a group which controls, such entity and does not directly or indirectly own 5% or more of any class of securities of such entity. Should any provision of this Section 5.2 conflict with the provisions of any other written agreement between the Company and the Executive, this Section 5.2 shall govern. For the purposes of this Employment Agreement, the term Non-Competition Restricted Period shall mean (x) the period the Executive is entitled to receive payments or benefits pursuant to Section 4.4 hereof, if the Executive's employment terminates without Cause or if the Executive terminates his employment for Good Reason and (y) a period of one year if the executive's employment hereunder terminates for any other reason..

Non-Competition. During While employed by the Employment Period, Company and for a period of two (2) years following termination the later of the date the Executive’s employment with is terminated hereunder or, if applicable, the Company, Holdco and any of their affiliates, during Severance Date (the “Restriction Restricted Period” (as hereinafter defined”), the Executive shall not (a) directly or indirectly participate through another Person acquire or own 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, corporationmanner any interest in any firm, partnership, firmcorporation, association or other enterprise Person that engages or entity plans to engage in the Business (a as hereinafter defined) anywhere in North America (the “personTerritory”), (b) that isbe employed by or serve as an employee, officer, director, manager or agent of, or intends as a consultant or independent contractor to, any firm, partnership, corporation, association or other Person which engages or plans to be, engaged engage in any business which is facet of the Business, or that competes or plans to compete in competition any way with the Company or any business of its Affiliates within the Territory, or (c) utilize his special knowledge of the Company, Holdco ’s Confidential Information and/or his relationships with the customers and suppliers of the Company and its Affiliates to compete with the Company or any of their respective subsidiaries or controlled affiliates in any geographic area in which its Affiliates within 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”)Territory; provided, however, that the foregoing will not prohibit nothing herein shall be deemed to prevent the Executive from participating in or becoming associated with a person if (i) acquiring through market purchases and owning, solely as an investment, less than 10% one percent (1%) in the aggregate of the consolidated gross revenues equity securities of such person, together with its affiliates, derive from activities any class of any issuer whose shares are registered under Section 12(b) or businesses that are in competition with any business Section 12(g) of the Company Securities Exchange Act of 1934, as amended, and are listed or admitted for trading on any of its subsidiaries or controlled affiliates (a “Competitive Business”) and (ii) the Executive 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 officer, director, employee, partner, sole proprietor, trustee, beneficiary, agent, representative, independent contractor, consultant, advisor, provider of personal services, creditor, or owner (other than by ownership of less than five percent of the stock of a publicly-held corporation whose stock is traded on a United States national securities exchange or are quoted on any system of automated dissemination of quotations of securities prices in an over-the-counter market)common use, so long as the Executive is not a member of any “control group” (within the meaning of the rules and regulations of the U.S. Securities and Exchange Commission) of any such issuer. The Executive acknowledges and agrees that the covenants set forth in this Section 5.1 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 suppliers throughout the Territory and (iii) goodwill associated with the ongoing business of the Company. The Executive expressly authorizes the enforcement of the covenants provided for in this Section 5.1 by (A) the Company and its Affiliates, (B) the Company’s permitted assigns and (C) any successors to the Company’s business. The Executive agrees and acknowledges that the Company is engaged in the Business throughout the Territory and the Executive provides services to the Company throughout the Territory.

Non-Competition. During the Employment Period, By and following termination in consideration of the Executive’s employment with Company's entering into --------------- this Agreement and providing the Salary and benefits hereunder (including stock options granted pursuant to the Company's 1996 Stock Option Plan), Holdco and any of their affiliatesthe Employee will not, during the “Restriction Period” Employment Term, engage in any Competitive Activity. The term "Competitive Activity" means engaging in any of the following activities: (i) serving as a director of any Competitor (as hereinafter defineddefined below), the Executive shall not (ii) 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 (A) equity or debt interests which are publicly traded and, at the time of any acquisition, do not exceed 5% of the total equity interests in such Competitor, or (B) so long as Employee shall not act as an employee, officer, partner, director, consultant, advisor or in any other active capacity with, or participate in or permit the ownership (other than in his name directly or indirectly to be used by or become associated with (including capacity as an advisorequity holder), representativemanagement, agentoperation of, promotersuch Competitor, independent contractorequity or debt interests which are not publicly traded and, provider at the time of personal services or otherwiseany acquisition, do not exceed 20% of the total equity interests in such Competitor) (it being understood that, if any person, corporation, partnership, firm, association interests in any Competitor are owned by an investment vehicle 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 CompanyEmployee owns an equity interest, Holdco or any a portion of their respective subsidiaries or controlled affiliates operate, compete or are engaged the interests in such Competitor owned by such entity shall be attributed to the Employee, such portion determined by applying the percentage of the equity interest in such entity owned by the Employee to the interests in such Competitor owned by such entity), (iii) employment by (including serving as an officer, employee or partner of), providing consulting services to (including, without limitation, as an independent contractor) or managing or operating the business or at affairs of, any Competitor or (iv) participating in the ownership (except as otherwise provided above), management, operation or control of or being connected in any similar such time intend so to operate, compete or become engaged in such business (a “manner with any Competitor”); provided, however, that notwithstanding anything in -------- ------- the foregoing will not prohibit to the Executive from participating in contrary, under no circumstances shall the term "Competitive Activity" be deemed, treated or becoming associated with a person if (i) less than 10% understood to include any Permitted Activity or any purported or actual duty or obligation that Employee owes, owed or is deemed to have owed at any time before, on or after the date of the consolidated gross revenues of such personthis Second Amendment, together with its affiliates, derive from activities or businesses that are in competition with any business of to the Company or any of its subsidiaries or controlled affiliates (a “Competitive Business”) and (ii) the Executive does notaffiliate thereof, 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 in his capacity as an officer, director, employee, partner, sole proprietor, trustee, beneficiary, agent, representative, independent contractor, consultant, advisor, provider of personal services, creditor, director or owner (other than by ownership of less than five percent of the stock of a publicly-held corporation whose stock is traded on a national securities exchange or in an over-the-counter market)otherwise.

Non-Competition. During Given the Employment Period, nature and following termination importance of the Executive’s employment with duties performed by the Employee within the Company, Holdco the information and any knowledge that (s)he has been able to or may acquire within the Company, his/her training and experience but also the particularly competitive situation of their affiliates, during the “Restriction Period” (as hereinafter defined)market on which the Company operates, the Executive Employee shall not directly or indirectly participate in or permit his name directly or indirectly to be used by or become associated refrain, except 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 the prior written consent 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) less than 10% event of the consolidated gross revenues termination of such personthe Employment Contract by either Party or with the agreement of the Parties, together with its affiliatesfor any reason whatsoever, derive from activities from: • owning, acquiring directly or businesses that are indirectly an interest in competition with any business a company carrying out a competing activity of the Company or any one of its subsidiaries the Group's companies; • entering the service, in particular as an employee, corporate officer or controlled affiliates (consultant of a “Competitive Business”) and (ii) the Executive does notcompany competing, directly or indirectly, participate inwith the activities, become associated withservices and products of the Company or one of the Group's companies; • creating or taking over, directly or otherwise have responsibilities that relate indirectly, through an intermediary, an activity of the same or similar nature or a similar activity or to collaborate directly or indirectly, in particular as an employee, corporate officer or consultant in such an activity and, more generally, in any activity relating to the conduct Company's business sector; • from soliciting or operations ofapproaching, directly or indirectly, any Competitive Business that is conducted by such customer, business partner of the Company or one of the Group’s companies or any natural person or legal entity having a divisionbusiness relationship with the Company (supplier or other) or with the Group, groupwith whom the Employee has been in contact during the 12 months preceding the last day worked by the Employee under the Employment Contract for purposes other than the development of the Company, and in particular from encouraging them to cease their business relationship with the Company or subsidiary or affiliate one of such personthe Group’s companies. For the purposes of this clause, a "competing activity” is defined as any commercial, professional or other activity in the field of perfumes, make-up, cosmetics, hygiene and body and hair care products that competes in any way with any product, service or activity of the Group for which the Employee has worked or for which (s)he has assumed responsibility during the last two (2) years of his/her employment within the Company or the Group. This prohibition of competition is applicable for a period of 12 months from the termination of the Employment Contract and applies to the following geographical area: all countries for which the Employee has carried out an activity on behalf of the Company in the 24 months preceding the end date of the Employment Contract. In return for this prohibition of competition, the Employee will receive monthly compensation equal to 2/3 of his gross monthly salary, calculated on the basis of his/her remuneration, as defined in article 5.1 of the Employment Contract, received during the last 12 months preceding the notification of the termination. In the event of a breach of this clause, the Employee shall pay the Company a sum fixed by mutual agreement at 2/3 of his gross monthly salary, calculated on the basis of his remuneration, as defined in article 5.1 of the Employment Contract, received during the last 12 months preceding the notification of the termination. The Company will then be released from its commitment to pay the financial contribution. The payment of this compensation by the Employee shall not deprive the Company of its right to xxx the Employee for the damage actually suffered and to have the cessation of competitive activity and the reimbursement of the sums paid by the Company to the Employee pursuant to this non-competition clause ordered under penalty payment. In accordance with the provisions of the Collective Agreement, the term “participate” includes any direct or indirect interest, whether as an officer, director, employee, partner, sole proprietor, trustee, beneficiary, agent, representative, independent contractor, consultant, advisor, provider of personal services, creditor, or owner (other than by ownership of less than five percent Company may unilaterally remove the non-competition clause during the performance of the stock Employment Contract, it being specified that, in accordance with the terms of the Collective Agreement, this deletion will only take effect if the Employee is not dismissed within one year of the notification of the said deletion. In accordance with the provisions of the Collective Agreement, if the Company terminates the Employment Contract for any reason whatsoever, it may, with the agreement of the Employee, release him in writing from his prohibition of competition at the time of the termination. In this case, the monthly compensation previously provided for will be paid to the Employee for a period of 3 months from the effective termination of his duties within the Company by the Employee. In accordance with the provisions of the Collective Agreement, if the Employee terminates the Employment Agreement, (s)he must explicitly remind the Company in writing of the existence of this non-competition clause. The Company will then have a period of three weeks to release itself from the non-competition compensation previously provided for by releasing the Employee in writing from his/her prohibition of competition. In this case, the monthly compensation previously provided for will be paid to the Employee for a period of 3 months from the effective termination of his duties within the Company by the Employee. In the event of a publiclycontractual termination of the Employment Contract, the Employee and the employer may agree to waive the non-held corporation whose stock is traded on a national securities exchange or competition obligation by expressly mentioning it in an over-the-counter market)the termination form.

Non-Competition. During For a period commencing on the Employment Period, Closing Date and ending on the date that is five (5) years following termination of the Executive’s employment with the Company, Holdco and any of their affiliates, during Closing Date (the “Restriction Restricted Period” (as hereinafter defined”), the Executive Seller and each Seller Owner agrees that he, she or it shall not, and shall cause his, her or its Affiliates not to, directly or indirectly participate in indirectly, compete with the Company or permit his name directly the Business or indirectly to be used by or become associated with (including other than as an advisora manager, representativedirector, officer, employee, agent, promoterconsultant, shareholder, member or Affiliate of the Company) as an individual proprietor, partner, shareholder, member, equityholder, officer, manager, director, employee, consultant, independent contractor, provider of personal services joint venturer, investor or otherwise) any personlender, corporation, partnership, firm, association or other enterprise or entity (a “person”) that is, or intends to be, engaged participate in any business which is or enterprise engaged anywhere in competition the United States in the provision of any products or services that are the same as, substantially similar to or competitive with any business the products or services that the Company was designing, developing, selling or providing, in each case, as of the CompanyClosing Date (each, 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 “CompetitorCompeting Business”); provided, however, that the . The foregoing will restrictions shall not be construed to prohibit the Executive from participating in or becoming associated with a person if (i) less than 10% ownership by the Seller, any Seller Owner, any Related Person of the consolidated gross revenues of such person, together with its affiliates, derive from activities or businesses that are in competition with Seller and/or any business of Seller Owner who is party to the Company Restrictive Covenant Agreement or any of its subsidiaries or controlled affiliates their Affiliates of not more than three percent (3%) in the aggregate (treating all such Persons as one Person for purposes of this threshold) of any class of equity securities of any Person having a “Competitive Business”) class of equity securities registered pursuant to the Exchange Act that are publicly owned and (ii) regularly traded on any national securities exchange or over-the-counter market, if such ownership represents a personal investment and the Executive Seller or Seller Owner or any of its or their Affiliates does not, directly or indirectly, participate inmanage or exercise control of any such Person, become associated with, guarantee any of its financial obligations or otherwise have responsibilities that relate to take part in its business, other than exercising the conduct Seller’s, Seller Owner’s or operations of, any Competitive Business that is conducted by such person or Affiliate’s rights as a division, group, or subsidiary or affiliate holder of such person. For purposes of this Agreement, the term “participate” includes any direct or indirect interest, whether as an officer, director, employee, partner, sole proprietor, trustee, beneficiary, agent, representative, independent contractor, consultant, advisor, provider of personal services, creditor, or owner (other than by ownership of less than five percent of the stock of a publicly-held corporation whose stock is traded on a national securities exchange or in an over-the-counter market)equity securities.

Non-Competition. During the Employment Period, Term and for a period of twelve (12) months following the termination of Employee's employment by the Executive’s employment with Company (for any reason) the CompanyEmployee shall not, Holdco and whether individually, as a director, manager, member, stockholder, partner, owner, employee, consultant or agent of any business, or in any other capacity, other than on behalf of their affiliatesthe Company or a subsidiary, during the “Restriction Period” (as hereinafter defined)organize, the Executive shall not directly or indirectly establish, own, operate, manage, control, engage in, participate in or in, invest in, permit his name directly or indirectly to be used by by, act as a consultant or become associated advisor to, render services for (alone or in association with (including as an advisor, representative, agent, promoter, independent contractor, provider of personal services or otherwise) any person, corporation, partnership, firm, association corporation or other enterprise business organization), or otherwise assist any person or entity (a “person”) that isengages in or owns, invests in, operates, manages or intends controls any venture or enterprise which engages or proposes to be, engaged engage in any the reinsurance 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 other 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) 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 of conducted by the Company or any of its subsidiaries on the date of the Employee's termination of employment or controlled affiliates within twelve (a “Competitive 12) months of the Employee's termination of employment for which the Employee has performed services, in each case, in the geographic locations where the Company and its subsidiaries engage or propose to engage in such business(es) (the "Business”"). Notwithstanding the foregoing, nothing in this Agreement shall prevent the Employee from (a) and (ii) the Executive does not, directly or indirectly, participate in, become associated with, or otherwise have responsibilities that relate owning for passive investment purposes not intended 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 circumvent this Agreement, the term “participate” includes any direct or indirect interest, whether as an officer, director, employee, partner, sole proprietor, trustee, beneficiary, agent, representative, independent contractor, consultant, advisor, provider of personal services, creditor, or owner (other than by ownership of less than five percent (5%) of the stock publicly traded common equity securities of a publicly-held corporation whose stock is traded on a national securities exchange any company engaged in the Business (so long as the Employee has no power to manage, operate, advise, consult with or control the competing enterprise and no power, alone or in conjunction with other affiliated parties, to select a director, manager, general partner, or similar governing official of the competing enterprise other than in connection with the normal and customary voting powers afforded the Employee in connection with any permissible equity ownership), and (b) serving as an over-the-counter market)employee, consultant or advisor (or other similar capacity) to an entity engaged in the Business for a unit, division, affiliate or department of such entity that does not engage in the Business in any material respect, so long as the Employee is not directly or indirectly involved in the Business activities performed by such entity.

Non-Competition. During the Employment Period, and following termination (a)In view of the Executive’s employment with unique and valuable services expected to be rendered by Executive to the Company, Holdco and any of their affiliates, during the “Restriction Period” (as hereinafter defined), the Executive shall not directly or indirectly 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 Executive’s knowledge of the Company, Holdco or any of their respective subsidiaries or controlled affiliates in any geographic area in which trade secrets and other proprietary information relating to 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) 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 of the Company and in consideration of the compensation to be received hereunder, Executive agrees that until a period of two (2) years following the termination of Executive’s employment hereunder (the “Non-Competition Period”), Executive shall not, whether for compensation or any of its subsidiaries or controlled affiliates (a “Competitive Business”) and (ii) the Executive does notwithout compensation, 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 officerowner, director, employeeprincipal, partner, sole proprietormember, trustee, beneficiary, agent, representativeshareholder, independent contractor, consultant, advisorjoint venturer, provider of personal servicesinvestor, creditorlicensor, licensee, lender or in any other capacity whatsoever, alone, or owner in association with any other business entity or individual, carry on, be engaged or take part in, or render services (other than services which are generally offered to third parties) or advice to, own, share in the earnings of, invest in the stocks, bonds or other securities of, or otherwise become financially interested in, any business entity or individual engaged in any business in competition with any business engaged in by the Company during the Employment Term. The record or beneficial ownership by Executive of less than five percent up to 2.0% of the stock shares of a publicly-held any corporation whose stock is shares are publicly traded on a national securities exchange or in an the over-the-counter market).market shall not of itself constitute a breach hereunder. In addition, Executive shall not, directly or indirectly, during the Non-Competition Period, (i) request or cause any customers or licensors with whom the Company has a business relationship to cancel or terminate any such business relationship with any member of the Company or (ii) solicit, interfere with, entice from or hire from any member of the Company, any employee of any member of the Company or any person who was an employee of any member of the Company within one year prior to the termination of Executive’s employment hereunder

Non-Competition. During (a) In connection with the Employment Period, and following termination sale of the Executive’s employment with their interests in the Company, Holdco each of Xxx Xxxxxxx (“Xxxxxxx”) and any Xxxxx Xxxxxxxx (“Sheridan”) acknowledges and recognizes the highly competitive nature of their affiliatesthe businesses of the Surviving Corporation and its Affiliates and agrees that, during for a period of three years following the Closing Date (the “Restriction Restricted Period” (as hereinafter defined”), the Executive shall not he will not, whether on his own behalf or on behalf of or in conjunction with any Person, directly or indirectly participate in or permit his name directly or indirectly to be used by or become associated with indirectly: (including as an advisor, representative, agent, promoter, independent contractor, provider of personal services or otherwisei) any person, corporation, partnership, firm, association or other enterprise or entity (a “person”) that is, or intends to be, engaged engage in any business which is in competition that competes with any business the businesses of the CompanySurviving Corporation or its Affiliates (including, Holdco without limitation, businesses which the Surviving Corporation or any of their respective subsidiaries or controlled affiliates its Affiliates have specific plans to conduct in the future and in connection with which the Surviving Corporation and/or its Affiliates have expended more than nominal time and/or capital and as to which plans he is aware) in any geographic geographical area in which the CompanySurviving Corporation or its Affiliates produces, Holdco sells, leases, rents, licenses or otherwise provides its products or services, including without limitation any retail and institutional securities and brokerage business that has a niche market in or is focused on offering services that facilitate the trading 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 exchange traded equity and index options (a an “CompetitorOptions B-D”); provided, howeverthe investor education business, that and the foregoing will not prohibit the Executive from participating in or becoming associated with a person if (i) 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 of developing financial services software or technology for an Options B-D or the Company or any of its subsidiaries or controlled affiliates investor education market (a “Competitive Business”); (ii) enter the employ of, or render any services to, any Person (or any division or controlled or controlling Affiliate of any Person) who or which engages in a Competitive Business; (iii) acquire a financial interest in, or otherwise become actively involved with, any Competitive Business, directly or indirectly, as an individual, partner, shareholder, officer, director, principal, agent, trustee or consultant; or (iv) interfere with, or attempt to interfere with, business relationships (whether formed before, on or after the date of this Agreement) between the Surviving Corporation or any of its Affiliates and customers, clients, contractors, managers, consultants, suppliers or investors of the Surviving Corporation or its Affiliates. Notwithstanding anything to the contrary in this Section 4.15(a), each of Sosnoff and Sheridan may, directly or indirectly, own, solely as an investment, securities of any Person engaged in the business of the Surviving Corporation or its Affiliates which are publicly traded on a national or regional stock exchange or on the over-the-counter market if he (i) is not a controlling person of, or a member of a group which controls, such Person and (ii) the Executive does not, directly or indirectly, participate in, become associated with, own 5% or otherwise have responsibilities that relate to the conduct or operations of, more of any Competitive Business that is conducted by such person or a division, group, or subsidiary or affiliate class of securities of such person. For purposes of this Agreement, the term “participate” includes any direct or indirect interest, whether as an officer, director, employee, partner, sole proprietor, trustee, beneficiary, agent, representative, independent contractor, consultant, advisor, provider of personal services, creditor, or owner (other than by ownership of less than five percent of the stock of a publicly-held corporation whose stock is traded on a national securities exchange or in an over-the-counter market)Person.

Non-Competition. During the Employment Period, term of Executive's employment and following for --------------- two years after any termination of employment, or if longer, for so long as Executive is entitled to the Executive’s employment payment of amounts determined in accordance with the CompanySection 3.1 hereof, Holdco and any of their affiliates, during the “Restriction Period” (as hereinafter defined), the Executive shall not directly or indirectly participate indirectly: (i) engage anywhere in the world, in (a) the manufacture, assembly, design, development, distribution or permit his name directly marketing of or indirectly research with respect to be used by any product, equipment or become associated with (including as an advisor, representative, agent, promoter, independent contractor, provider of personal services service substantially similar to 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 product, equipment or service which at any time during the term of such employment or the immediately proceeding 12-month period has been manufactured, sold, distributed or provided by Company or any product, equipment or service which Company was developing during such period for future manufacture, sale or distribution or (b) the provision of any service substantially similar to or in competition with any service offered by Company at any time during such period; (ii) be or become a stockholder, partner, owner, officer, director or employee or agent of, or a consultant to or give financial or other assistance to, any person or entity considering engaging in any such activities or so engaged; (iii) seek in competition with the business of Company to procedure orders from or do business with any customer or Company; (iv) solicit, or contact with a view to the engagement or employment by, any person or entity of any person who is an employee of Company; (v) seek to contract with or engage (in such a way as to adversely affect or interfere with the business of Company) any person or entity who has been contracted with or engaged to manufacture, Holdco assemble, supply or deliver products, goods, materials or services to Company; or (vi) engage in or participate in any effort to act to induce any of the customers, associates, consultants, and employees of Company or any of their respective subsidiaries or controlled its affiliates in to take any geographic area in action which the Company, Holdco might be disadvantageous to Company 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”)its affiliates; provided, however, that the foregoing will not nothing herein shall prohibit the Executive and his affiliates from participating owning, as passive investors, in or becoming associated with a person if (i) less the aggregate not more than 105% of the consolidated gross revenues outstanding publicly-traded stock of such person, together with its affiliates, derive from activities or businesses that are in competition with any business corporation so engaged. The duration of the Company or any Executive's covenants set forth in this Section shall be extended by a period of its subsidiaries or controlled affiliates (a “Competitive Business”) and (ii) time equal to the number of days, if any, during which the Executive 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 officer, director, employee, partner, sole proprietor, trustee, beneficiary, agent, representative, independent contractor, consultant, advisor, provider of personal services, creditor, or owner (other than by ownership of less than five percent in violation of the stock of a publicly-held corporation whose stock is traded on a national securities exchange or in an over-the-counter market)provisions hereof.

Non-Competition. During the Employment Period, Term and for a period of twelve (12) months following the termination of the ExecutiveEmployee’s employment with by the CompanyCompany (for any reason) the Employee shall not, Holdco and whether individually, as a director, manager, member, stockholder, partner, owner, employee, consultant or agent of any business, or in any other capacity, other than on behalf of their affiliatesthe Company or a subsidiary, during the “Restriction Period” (as hereinafter defined)organize, the Executive shall not directly or indirectly establish, own, operate, manage, control, engage in, participate in or in, invest in, permit his name directly or indirectly to be used by by, act as a consultant or become associated advisor to, render services for (alone or in association with (including as an advisor, representative, agent, promoter, independent contractor, provider of personal services or otherwise) any person, corporation, partnership, firm, association corporation or other enterprise business organization), or otherwise assist any person or entity (a “person”) that isengages in or owns, invests in, operates, manages or intends controls any venture or enterprise which engages or proposes to be, engaged engage in any the reinsurance 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 other 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) 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 of conducted by the Company or any of its subsidiaries on the date of the Employee’s termination of employment or controlled affiliates within twelve (a 12) months of the Employee’s termination of employment for which the Employee has performed services, in each case, in the geographic locations where the Company and its subsidiaries engage or propose to engage in such business(es) (the “Competitive Business”). Notwithstanding the foregoing, nothing in this Agreement shall prevent the Employee from (a) and (ii) the Executive does not, directly or indirectly, participate in, become associated with, or otherwise have responsibilities that relate owning for passive investment purposes not intended 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 circumvent this Agreement, the term “participate” includes any direct or indirect interest, whether as an officer, director, employee, partner, sole proprietor, trustee, beneficiary, agent, representative, independent contractor, consultant, advisor, provider of personal services, creditor, or owner (other than by ownership of less than five percent (5%) of the stock publicly traded common equity securities of a publicly-held corporation whose stock is traded on a national securities exchange any company engaged in the Business (so long as the Employee has no power to manage, operate, advise, consult with or control the competing enterprise and no power, alone or in conjunction with other affiliated parties, to select a director, manager, general partner, or similar governing official of the competing enterprise other than in connection with the normal and customary voting powers afforded the Employee in connection with any permissible equity ownership), and (b) serving as an over-the-counter market)employee, consultant or advisor (or other similar capacity) to an entity engaged in the Business for a unit, division, affiliate or department of such entity that does not engage in the Business in any material respect, so long as the Employee is not directly or indirectly involved in the Business activities performed by such entity.

Non-Competition. During For eighteen (18) months following the Employment PeriodSeparation Date, and following termination of the Executive’s employment with the Company, Holdco and any of their affiliates, during the “Restriction Period” (as hereinafter defined), the Executive shall not directly or indirectly 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 Company or controlled affiliates in with respect to any geographic area in which the Company, Holdco or any of their its 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) 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 of the Company or any of its subsidiaries or controlled affiliates (a “Competitive Business”) and (ii) the Executive Company 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 officer, director, employee, partner, sole proprietor, trustee, beneficiary, agent, representative, independent contractor, consultant, advisor, provider of personal services, creditor, or owner (other than by ownership of less than five percent of the stock of a publicly-held corporation whose stock is traded on a national securities exchange or in an over-the-counter market).

Non-Competition. During Executive acknowledges and recognizes the Employment Period, and following termination highly competitive nature of the business of the Company and its affiliates and accordingly agrees as follows: During her employment, Executive will not, directly or indirectly, (a) engage in any business for Executive’s employment own account that competes with the Companybusiness of the Company or its affiliates (including, Holdco without limitation, businesses which the Company or its affiliates have specific plans to conduct in the future and any as to which Executive is aware of their affiliates, during the “Restriction Period” (as hereinafter definedsuch planning), (b) enter the Executive shall not directly or indirectly 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 isemploy of, or intends to berender any services to, any person engaged in any business which is in competition that competes with any the business of the Company, Holdco Company 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) less than 10% of the consolidated gross revenues of such person, together with its affiliates, derive from activities or businesses that are (c) acquire a financial interest in competition with any person engaged in any business that competes with the business of the Company or its affiliates, directly or indirectly, as an individual, partner, stockholder, officer, director, principal, agent, trustee or consultant, or (d) interfere with business relationships (whether formed before or after the date of this Agreement) between the Company or any of its affiliates and customers, suppliers, partners, members or investors of the Company or its affiliates. Without limiting the 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 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 controlled affiliates. Notwithstanding anything to the contrary in this Agreement, Executive may, directly or indirectly, own, solely as an investment, securities of any person engaged in the business of the Company or its affiliates which are publicly traded on a national or regional stock exchange or on an over-the-counter market if Executive (i) is not a “Competitive Business”) controlling person of, or a member of a group which controls, such person and (ii) the Executive does not, directly or indirectly, participate in, become associated with, own five percent (5%) or otherwise have responsibilities that relate to the conduct or operations of, more of any Competitive Business that is conducted by such person or a division, group, or subsidiary or affiliate class of securities of such person. For purposes of this Agreement, the term “participate” includes any direct or indirect interest, whether as an officer, director, employee, partner, sole proprietor, trustee, beneficiary, agent, representative, independent contractor, consultant, advisor, provider of personal services, creditor, or owner (other than by ownership of less than five percent of the stock of a publicly-held corporation whose stock is traded on a national securities exchange or in an over-the-counter market).

Non-Competition. During The Executive acknowledges that the Employment Periodservices to be rendered by him to the Company (which, as used in this Section 11 shall be deemed to include the Company and following each of its subsidiaries) are of a special and unique character. In consideration of his employment hereunder, the Executive agrees, for the benefit of the Company, that he will not, during the term of this Agreement and thereafter until the earlier to occur of (x) the expiration of a period of twelve (12) months commencing on the date of termination of the Executive’s his employment with the CompanyCompany or (y) a Change in Control, Holdco and any of their affiliates(a) engage, during the “Restriction Period” (as hereinafter defined), the Executive shall not directly or indirectly participate in or permit his name directly or indirectly to be used by or become associated with (including indirectly, whether as an advisorprincipal, agent, distributor, representative, agentconsultant, promoteremployee, independent contractorpartner, provider stockholder, limited partner or other investor (other than an investment of personal services not more than (I) two percent (2%) of the stock or equity of any corporation the capital stock of which is publicly traded or (II) two percent (2%) of the ownership interest of any limited partnership or other entity) or otherwise) any person, corporationwithin the United States of America, partnership, firm, association or other enterprise or entity (a “person”) that is, or intends to be, engaged in any business which is in competition competitive with the business now, or at any business time during the term of this Agreement, conducted by the Company, (B) solicit or entice to endeavor to solicit or entice away from the Company any person who was an officer, employee or sales representative of the Company, Holdco either for his own account or for any individual, firm or corporation, whether or not such person would commit any breach of their respective subsidiaries or controlled affiliates in any geographic area in which his contract of employment by reason of leaving the service of the Company, Holdco and the Executive agrees not to employ, directly or indirectly, any person who was an officer, employee or sales representative of the Company or who by reason of such position at any time is or may be likely to be in possession of any confidential information or trade secrets relating to the businesses or products of the Company, or (C) solicit or entice or endeavor to solicit or entice away from the Company any customer or prospective customer of the Company, either for his own account or for any individual, firm or corporation. In addition, the Executive shall not, at any time during the term of this Agreement or at any time thereafter, engage in the business which uses as its name, in whole or in part, "Global Technovations," "Top Source," or any of their respective subsidiaries other tradename or controlled affiliates operate, compete trademark 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) 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 of corporate name used by the Company or any of its subsidiaries or controlled affiliates (a “Competitive Business”) and (ii) the Executive 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 officer, director, employee, partner, sole proprietor, trustee, beneficiary, agent, representative, independent contractor, consultant, advisor, provider of personal services, creditor, or owner (other than by ownership of less than five percent of the stock of a publicly-held corporation whose stock is traded on a national securities exchange or in an over-the-counter market)subsidiaries.

Non-Competition. During the Employment Period(a) The Executive hereby agrees that, and following termination of the Executive’s employment with the Company, Holdco and any of their affiliatesexcept as provided in Section 13(b), during the “Restriction Period” (as hereinafter definedterm of his employment by the Companies pursuant to this Agreement and for a period of one year following the termination of his employment under this Agreement prior to December 31, 1999 pursuant to Section 10(a), the Executive shall not he will not, directly or indirectly participate and in any way, whether as principal or permit his name directly or indirectly to be used by or become associated with (including as an advisordirector, representativeofficer, employee, consultant, agent, promoter, independent contractor, provider of personal services partner or otherwise) any person, corporation, partnership, firm, association or other enterprise or stockholder to another entity (other than by the ownership of a “person”passive investment interest of not more than 5% in a company with publicly traded equity securities), (i) that isown, manage, operate, control, be employed by, participate in, or intends to be, engaged be connected in any manner with the ownership, management, operation or control of any business which is in competition competing with any business of the Company, Holdco or any of their respective subsidiaries or controlled affiliates in any geographic area Companies in which Executive participated during the Companytwo years immediately preceding such termination, 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) 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 of the Company or any of its subsidiaries or controlled affiliates (a “Competitive Business”) and (ii) the Executive does not, directly or indirectly, participate in, become associated interfere with, solicit on behalf of another or otherwise have responsibilities attempt to entice away from the Companies (or any affiliate or subsidiary of any of the Companies) (x) any project, financing or customer that relate to any of the conduct Companies (or operations ofany affiliate or subsidiary of any of the Companies) has under contract (including unfulfilled purchase orders), or any Competitive Business letter of supply or other supplier contract or arrangement entered into by any of the Companies (or any affiliate or subsidiary of any of the Companies), and all extensions, renewals and resolicitations of such contracts or arrangements, (y) any contract, agreement or arrangement that any Companies (or any affiliate or subsidiary of any of the Companies) is conducted actively negotiating with any other party, or (z) any prospective business opportunity that any of the Companies (or any affiliate or subsidiary of any of the Companies) has identified at the time of termination as being actively pursued by such person or a division, groupof the Companies, or (iii) for himself or another, attempt to hire, or assist in or facilitate in any way the solicitation of any employee any of the Companies (or any affiliate or subsidiary of any of the Companies), or affiliate any employee of such any person. For purposes of this Agreement, firm or other entity, the term “participate” includes employees of which any direct or indirect interest, whether as an officer, director, employee, partner, sole proprietor, trustee, beneficiary, agent, representative, independent contractor, consultant, advisor, provider of personal services, creditor, or owner (other than by ownership of less than five percent of the stock Companies (or any affiliate or subsidiary of a publicly-held corporation whose stock is traded on a national securities exchange any of the Companies) has agreed not to hire or in an over-the-counter market)endeavor to hire.

Non-Competition. During the Employment Period, Term and for a period of twenty four (24) months following the termination of the Executive’s 's employment with the Company, Holdco and for any of their affiliates, during the “Restriction Period” (as hereinafter defined)reason, the Executive shall not directly not, whether individually as a director, manager, member, stockholder, partner, owner, employee, consultant or indirectly 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 agent of personal services or otherwise) any person, corporation, partnership, firm, association or other enterprise or entity (a “person”) that isbusiness, or intends to be, engaged in any business which is in competition with any business other capacity, other than on behalf of the Company, Holdco organize, establish, own, operate, manage, control, engage in, participate in, invest in, permit his name to be used by, act as a consultant or advisor to, render services for (alone or in association with any person, firm, corporation or business organization), or otherwise assist any person or entity that engages in or owns, invests in, operates, manages or controls any venture or enterprise which engages or proposes to engage in any business conducted by the Company, Holdings, the LLC, or any of their respective subsidiaries or controlled affiliates in (x) on the date of the Executive's termination of employment (including, without limitation, any geographic area in business which the Company, Holdco Holdings, the LLC, or any of their respective subsidiaries has specific plans to conduct in the future and as to which the Executive is aware) or controlled affiliates operate(y) within twelve (12) months prior to the Executive's termination of employment with the Company in the geographic locations where the Company, compete Holdings, the LLC, or are engaged in such business any of their subsidiaries engages or at such time intend so proposes to operate, compete or become engaged engage in such business (a “Competitor”the "Competitive Business"); provided. Notwithstanding the foregoing, however, that the foregoing will not prohibit the Executive from participating may, directly or indirectly own, solely as an investment, securities of any firm, partnership, joint venture, association, corporation or other business organization, entity or enterprise engaged in or becoming associated with a person if (i) 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 of the Company or any of its subsidiaries or controlled affiliates (a “Competitive Business”) and (ii) the Executive 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 officer, director, employee, partner, sole proprietor, trustee, beneficiary, agent, representative, independent contractor, consultant, advisor, provider of personal services, creditor, or owner (other than by ownership of less than five percent of the stock of a publicly-held corporation whose stock is which are publicly traded on a national securities or regional stock exchange or in an on the over-the-counter market)market if the Executive is not a controlling person of, or a member of a group which controls, such entity and does not directly or indirectly own 5% or more of any class of securities of such entity.

Non-Competition. During the Employment Period, and following termination of the Executive’s employment with the Company, Holdco and any of their affiliates, At all times during the “Restriction Restricted Period” (as hereinafter defined), the Executive shall not not, directly or indirectly participate (whether as a principal, agent, partner, employee, officer, investor, owner, consultant, board member, security holder, creditor or otherwise), engage in any Competitive Activity, or permit his name have any direct or indirect interest in any sole proprietorship, corporation, company, partnership, association, venture or business or any other person or entity that directly or indirectly to be used by or become associated with (including whether as an advisor, representativea principal, agent, promoterpartner, independent contractoremployee, provider of personal services officer, investor, owner, consultant, board member, security holder, creditor, or otherwise) any person, corporation, partnership, firm, association or other enterprise or entity (engages in 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”)Competitive Activity; provided, however, provided that the foregoing will shall not prohibit the Executive from participating in or becoming associated with a person if apply to (i) less than 10% 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 consolidated gross revenues Securities Exchange Act of 1934, and that are listed or admitted for trading on any United States national securities exchange or that are quoted on the Nasdaq Stock Market, 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 three percent (3%) of any class of capital stock of such personcorporation, together with its affiliates, derive from activities or businesses that are in competition with any business of the Company or any of its subsidiaries or controlled affiliates (a “Competitive Business”) and (ii) the continued ownership by Executive of an up to 38.5% passive ownership interest in EmployersHR, so long as Executive continues to solely be a passive investor in EmployersHR and does not, directly or indirectlyindirectly (including through Affiliates or Family Members), manage, control, 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, in (whether as an officer, director, manager, employee, partner, sole proprietor, trustee, beneficiaryconsultant, agent, representativerepresentative or otherwise), independent contractorconsult with, or render services for EmployersHR or any of its Affiliates, and (iii) the continued ownership by Executive of an up to 34% passive ownership interest in Source One, so long as Executive continues to solely be a passive investor in Source One and does not, directly or indirectly (including through Affiliates or Family Members), manage, control, participate in (whether as an officer, director, manager, employee, partner, consultant, advisoragent, provider of personal servicesrepresentative or otherwise), creditorconsult with, or owner (other than by ownership render services for Source One or any of less than five percent of the stock of a publicly-held corporation whose stock is traded on a national securities exchange or in an over-the-counter market)its Affiliates.

Non-Competition. During Employee acknowledges that his services to be --------------- rendered hereunder are of a special and unusual character which have a unique value to Company, the Employment Periodloss of which cannot adequately be compensated by damages in an action at law. In view of the unique value to Company of the services of Employee for which Company has contracted hereunder, and following termination because of the Executive’s confidential information to be obtained by or disclosed to Employee, and as a material inducement to Company to enter into this Agreement, and to pay to Employee the compensation referred to in Section 1.4 hereof, Employee covenants and agrees that during Employee's employment with the hereunder and for a period of one (1) year after he ceases to be employed by Company, Holdco and any of their affiliates, during the “Restriction Period” (as hereinafter defined), the Executive Employee shall not (a) directly or indirectly participate indirectly, solicit business from, divert business from, or attempt to convert to other methods of using the same or similar products or services as provided by Company, any client, account or location of Company with which Employee has had any contact as a result of his employment by Company hereunder; (b) engage 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) 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 of the Company or any of its subsidiaries or controlled affiliates (a “Competitive Business”) and (ii) the Executive does notcarry on, directly or indirectly, participate ineither for himself, become associated withas a member of a partnership, or otherwise have responsibilities that relate to as a stockholder (except as limited partner or stockholder of less than one percent (1%) of the conduct issued and outstanding limited partnership interests or operations ofstock of a publicly held partnership or corporation whose gross assets exceed $l,000,000), any Competitive Business that is conducted by such person or a divisionas an investor, grouplender, guarantor, landlord, manager, officer, or subsidiary director of any person, partnership, corporation, or affiliate of such person. For purposes of this Agreementother entity (other than the Company or its subsidiaries), the term “participate” includes any direct or indirect interest, whether as an officer, director, employee, partner, sole proprietor, trustee, beneficiary, agent, representativeassociate, independent contractor, consultant, advisor, provider of personal services, creditorbroker, or owner consultant of any person, partnership, corporation, or other entity (other than by ownership the Company or its subsidiaries), any business (or segment of less a business if such business operates in more than five percent one segment of the stock orthopedic industry) that competes with any operations of a publicly-held corporation whose stock the Company, as they exist at the time of Employee's termination, within an one hundred (100)-mile radius of any geographic area where Company is traded on a national securities exchange actually engaged in business, or in an over-the-counter market)maintains sales or service representatives or employees; or (c) directly or indirectly, solicit for employment or employ any employee of Company.

Non-Competition. During (a) Each Shareholder acknowledges that the Employment Period, and following termination of the Executive’s employment with the Company, Holdco and any of their affiliates, during the “Restriction Period” (as hereinafter defined), the Executive shall not directly or indirectly 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 Surviving Corporation engages is unique and has benefitted from the Shareholder's specialized expertise, who has performed, and is expected to perform, unique services for the Surviving Corporation, as successor to the Company. In carrying on its business, Holdco or any the Surviving Corporation has developed goodwill throughout the territory in which it does business, which extends throughout the United States (the "Territory"). In performing his services for the Surviving Corporation, each Shareholder has had, and is expected to have, access to all of their respective subsidiaries or controlled affiliates operatethe Surviving Corporation's clients, compete or are engaged suppliers and Confidential Information. Accordingly, in such business or at such time intend so order to operatepreserve the value of the Surviving Corporation upon the Merger and to preserve the goodwill of the Surviving Corporation, compete or become engaged in such business (a “Competitor”); provided, however, each Shareholder agrees 36 that the foregoing he will not prohibit the Executive from participating in or becoming associated with a person if (i) 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 of the Company or any of its subsidiaries or controlled affiliates (a “Competitive Business”) and (ii) the Executive does not, directly or indirectly, participate in, become associated withalone, or otherwise have responsibilities that relate to the conduct or operations of, any Competitive Business that is conducted by such person or as 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 officer, directorpartner, employee, partner, sole proprietor, trustee, beneficiaryofficer, agent, representative, independent contractordirector, consultantstockholder, advisorlender or investor of or in any person or entity), provider directly or indirectly (a) any time while he is employed by the Surviving Corporation or any Affiliate and for a period of personal two (2) years after termination of such employment (regardless of the circumstances of such termination), engage in any activity, anywhere in the Territory, that involves the telemarketing of medical, pharmaceutical or healthcare products or services, creditoror otherwise engage in or assist another Person in any business that relates to telemarketing of services or products as to which such Shareholder was involved or exposed to at any time while he was an employee of the Surviving Corporation or any Affiliate; or (b) at any time solicit, induce or encourage any of the employees of, or owner (other than by ownership of less than five percent consultants to, the Surviving Corporation or any Affiliate to terminate his employment or consultancy or to work for a competitor of the stock Surviving Corporation or any Affiliate or engage any of such persons to work for a publicly-held corporation whose stock is traded on competitor of the Surviving Corporation or any Affiliate; or (c) at any time solicit, induce or encourage any client or supplier of the Surviving Corporation or any Affiliate who was a national securities exchange client or supplier of the Surviving Corporation or any Affiliate at any time during the term of such Shareholder's employment with the Surviving Corporation or any Affiliate to modify, discontinue, terminate or cancel any contract, agreement, service or relationship with the Surviving Corporation or any Affiliate in an over-the-counter market)effect or proposed at the time of the termination of employment of such Shareholder with the Surviving Corporation or any Affiliate; or (d) at any time solicit, induce or encourage any Person that was a prospective client or supplier of the Surviving Corporation or any Affiliate during the term of such Shareholder's employment with the Surviving Corporation or any Affiliate not to enter into a relationship with the Surviving Corporation or any Affiliate.

Non-Competition. During The Company and the Employee agree that the services rendered by the Employee hereunder are unique and irreplaceable. The Employee hereby agrees that, during the Term of Employment Periodand for a period of one (1) year thereafter, and following termination of the Executive’s employment with Employee shall not (i) in any geographical area in the United States or in those foreign countries where the Company, Holdco and any of their affiliates, during the “Restriction Period” (as hereinafter defined)Term of Employment, the Executive shall not conducts or proposes to conduct business or initiates activities, engage or participate in, directly or indirectly 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) 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 of the Company or any of its subsidiaries or controlled affiliates (a “Competitive Business”) and (ii) the Executive 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 officer, director, employee, partner, sole proprietor, trustee, beneficiary, agent, representative, independent contractor, consultant, advisorholder of an equity or debt investment, provider of personal services, creditorlender or in any other manner or capacity), or owner lend his name (or any part or variant thereof) to any business which is, or as a result of the Employee's engagement or participation would become, competitive with any aspect of the business of the Company, such business being the commercialization of the measurement, prevention therapy or reversal of glucose-mediated non-enzymatic cross-linking of macro- molecules, and such other than specific technologies in which the Company has, during the Term of Employment, initiated significant plans to develop products, (ii) deal, directly or indirectly, in a competitive manner with any customers doing business with the Company during the Term of Employment (except in connection with the performance of the duties and obligations of the Employee during the Term of Employment), (iii) solicit any officer, director, employee, consultant or agent of the Company to become an officer, director, employee, consultant or agent of the Employee, his respective affiliates or anyone else, and (iv) engage in or participate in, directly or indirectly, any business conducted under any name that shall be the same as or similar to the name of the Company or any trade name used by ownership it. Ownership, in the aggregate, of less than five percent 1% of the outstanding shares of capital stock of a publicly-held any corporation whose with one or more classes of its capital stock is traded listed on a national securities exchange or publicly traded in an the over-the-counter market)market shall not constitute a violation of the foregoing provision.

Non-Competition. (a) During the Employment Period, Term and following for a period of eighteen (18) months thereafter (or in the event of the termination of the Executive’s 's employment with the Companyunder any provision herein within one (1) year after a Change of Control or Executive's termination for cause, Holdco and any for a period of their affiliates, during the “Restriction Period” one (as hereinafter defined1) year thereafter), Executive agrees that he will not, without the Executive shall not directly or indirectly 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 express written consent of the Company, Holdco for Executive or on behalf or any of their respective subsidiaries other person, firm, entity 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 other enterprise (i) directly or indirectly solicit for employment or recommend to any subsequent employer of Executive the solicitation for employment of any person who, at the time of such solicitation is employed by the Company or any affiliate thereof, (ii) directly or indirectly solicit, divert, or endeavor to entice away any customer of the Company or any affiliate thereof, or otherwise engage in any activity intended to terminate, disrupt, or interfere with the Company's or any affiliate's relationship with a customer, supplier, lessor or other person, or (iii) be employed by, be a director, officer or manager of, act as a consultant for, be a partner in, have a proprietary interest in, give advice to, loan money to or otherwise associate with, any person, enterprise, partnership, association, corporation, joint venture or other entity which is directly or indirectly in the business of owning, operating or managing any (1) healthcare facility or business, including but not limited to, any subacute healthcare facility, rehabilitation hospital, rehabilitation services provider, nursing home, or home health care business, or (2) any other business similar to a business which is or was owned, operated or managed by the Company during the Term or during the period that this Section 4.2 shall apply to Executive, unless such business comprises (and has during the preceding twelve (12) month period comprised) less than 10% five percent (5%) of the consolidated Company's gross revenues revenues; and, in the case of such personany facility or business described, together with its affiliatesin either case, derive from activities or businesses that are in competition which competes with any such type of facility or business of then operated by the Company or any of its subsidiaries or controlled affiliates (a “Competitive Business”) and (ii) the subsidiaries. This provision shall not be construed to prohibit Executive does not, directly or indirectly, participate in, become associated with, or otherwise have responsibilities that relate from owning up 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 officer, director, employee, partner, sole proprietor, trustee, beneficiary, agent, representative, independent contractor, consultant, advisor, provider of personal services, creditor, or owner (other than by ownership of less than five percent 10% of the stock outstanding voting shares of a publicly-held corporation the equity securities of any company whose common stock is traded listed for trading on a any national securities exchange or in an over-the-counter market)on the NASDAQ System or serving as a director or advisor to the board of directors of any company. The provisions of this Section 4.2 shall only apply to businesses and operations located in, or otherwise conducted in, the United States.

Non-Competition. During Employee acknowledges that his services to --------------- be rendered hereunder are of a special and unusual character which have a unique value to Company, the Employment Periodloss of which cannot adequately be compensated by damages in an action at law. In view of the unique value to Company of the services of Employee for which Company has contracted hereunder, and following termination because of the Executive’s confidential information to be obtained by or disclosed to Employee, and as a material inducement to Company to enter into this Agreement, and to pay to Employee the compensation referred to in Section 1.4 hereof, Employee covenants and agrees that during Employee's employment with the hereunder and for a period of one (1) year after he ceases to be emplgyed by Company, Holdco and any of their affiliates, during the “Restriction Period” (as hereinafter defined), the Executive Employee shall not (a) directly or indirectly participate indirectly, solicit business from, divert business from, or attempt to convert to other methods of using the same or similar products or services as provided by Company, any client, account or location of Company with which Employee has had any contact as a result of his employment by Company hereunder; (b) engage 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) 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 of the Company or any of its subsidiaries or controlled affiliates (a “Competitive Business”) and (ii) the Executive does notcarry on, directly or indirectly, participate ineither for himself, become associated withas a member of a partnership, or otherwise have responsibilities that relate to as a stockholder (except as limited partner or stockholder of less than one percent (1%) of the conduct issued and outstanding limited partnership interests or operations ofstock of a publicly held partnership or corporation whose gross assets exceed $l,000,000), any Competitive Business that is conducted by such person or a divisionas an investor, grouplender, guarantor, landlord, manager, officer, or subsidiary director of any person, partnership, corporation, or affiliate of such person. For purposes of this Agreementother entity (other than the Company or its subsidiaries), the term “participate” includes any direct or indirect interest, whether as an officer, director, employee, partner, sole proprietor, trustee, beneficiary, agent, representativeassociate, independent contractor, consultant, advisor, provider of personal services, creditorbroker, or owner consultant of any person, partnership, corporation, or other entity (other than by ownership the Company or its subsidiaries), any business (or segment of less a business if such business operates in more than five percent one segment of the stock orthopedic industry) that competes with any operations of a publicly-held corporation whose stock the Company, as they exist at the time of Employee's termination, within an one hundred (100)-mile radius of any geographic area where Company is traded on a national securities exchange actually engaged in business, or in an over-the-counter market)maintains sales or service representatives or employees; or (c) directly or indirectly, solicit for employment or employ any employee of Company.

Non-Competition. During the Employment Period(a) The Executive hereby agrees that, and following termination of the Executive’s employment with the Company, Holdco and any of their affiliatesexcept as provided in Section 13(b), during the “Restriction Period” (as hereinafter definedterm of his employment by the Companies pursuant to this Agreement and for a period of one year following the termination of his employment under this Agreement prior to December 31, 1999 pursuant to Section 10(a), the Executive shall not he will not, directly or indirectly participate and in any way, whether as principal or permit his name directly or indirectly to be used by or become associated with (including as an advisordirector, representativeofficer, employee, consultant, agent, promoter, independent contractor, provider of personal services partner or otherwise) any person, corporation, partnership, firm, association or other enterprise or stockholder to another entity (other than by the ownership of a “person”passive investment interest of not more than 5% in a company with publicly traded equity securities), (i) that isown, manage, operate, control, be employed by, participate in, or intends to be, engaged be connected in any manner with the ownership, management, operation or control of any business which is in competition competing with any business of the Company, Holdco or any of their respective subsidiaries or controlled affiliates in any geographic area Companies in which Executive participated during the Companytwo years immediately preceding such termination, 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) 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 of the Company or any of its subsidiaries or controlled affiliates (a “Competitive Business”) and (ii) the Executive does not, directly or indirectly, participate in, become associated interfere with, solicit on behalf of another or otherwise have responsibilities attempt to entice away from the Companies (or any affiliate or subsidiary of any of the Companies) (x) any project, financing or customer that relate to any of the conduct Companies (or operations ofany affiliate or subsidiary of any of the Companies) has under contract (including unfulfilled purchase orders), or any Competitive Business letter of supply or other supplier contract or arrangement entered into by any of the Companies (or any affiliate or subsidiary of any of the Companies), and all extensions, renewals and resolicitations of such contracts or arrangements, (y) any contract, agreement or arrangement that any Companies (or any affiliate or subsidiary of any of the Companies) is conducted actively negotiating with any other party, or (z) any prospective business opportunity that any of the Companies (or any affiliate or subsidiary of any of the Companies) has identified at the time of termination as being actively pursued by such person or a division, groupof the Companies, or (iii) for himself or another, attempt to hire, or assist in or facilitate in any way the solicitation of any employee of any of the Companies (or any affiliate or subsidiary of any of the Companies), or affiliate any employee of such any person. For purposes of this Agreement, firm or other entity, the term “participate” includes employees of which any direct or indirect interest, whether as an officer, director, employee, partner, sole proprietor, trustee, beneficiary, agent, representative, independent contractor, consultant, advisor, provider of personal services, creditor, or owner (other than by ownership of less than five percent of the stock Companies (or any affiliate or subsidiary of a publicly-held corporation whose stock is traded on a national securities exchange any of the Companies) has agreed not to hire or in an over-the-counter market)endeavor to hire.

Non-Competition. During Employee acknowledges that his services to be --------------- rendered hereunder are of a special and unusual character which have a unique value to Company, the Employment Periodloss of which cannot adequately be compensated by damages in an action at law. In view of the unique value to Company of the services of Employee for which Company has contracted hereunder, and following termination because of the Executive’s confidential information to be obtained by or disclosed to Employee, and as a material inducement to Company to enter into this Agreement, and to pay to Employee the compensation referred to in Section 1.4 hereof, Employee covenants and agrees that during Employee's employment with the hereunder and for a period of one (1) year after he ceases to be employed by Company, Holdco and any of their affiliates, during the “Restriction Period” (as hereinafter defined), the Executive Employee shall not (a) directly or indirectly participate indirectly, solicit business from, divert business from, or attempt to convert to other methods of using the same or similar products or services as provided by Company, any client, account or location of Company with which Employee has had any contact as a result of his employment by Company hereunder; (b) engage 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) 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 of the Company or any of its subsidiaries or controlled affiliates (a “Competitive Business”) and (ii) the Executive does notcarry on, directly or indirectly, participate ineither for himself, become associated withas a member of a partnership, or otherwise have responsibilities that relate to as a stockholder (except as limited partner or stockholder of less than one percent (1%) of the conduct issued and outstanding limited partnership interests or operations ofstock of a publicly held partnership or corporation whose gross assets exceed $1,000,000), any Competitive Business that is conducted by such person or a divisionas an investor, grouplender, guarantor, landlord, manager, officer, or subsidiary director of any person, partnership, corporation, or affiliate of such person. For purposes of this Agreementother entity (other than the Company or its subsidiaries), the term “participate” includes any direct or indirect interest, whether as an officer, director, employee, partner, sole proprietor, trustee, beneficiary, agent, representativeassociate, independent contractor, consultant, advisor, provider of personal services, creditorbroker, or owner consultant of any person, partnership, corporation, or other entity (other than by ownership the Company or its subsidiaries), any business (or segment of less a business if such business operates in more than five percent one segment of the stock orthopedic industry) that competes with any operations of a publiclythe Company, as they exist at the time of Employee's termination, within an one hundred (100)-mile radius of any geographic area where Company is actually engaged in business, or maintains sales or service representatives or employees; or (c) directly or indirectly, solicit for employment or employ any employee of Company. In the event this Agreement is terminated by the Company without cause, Employee may elect, by providing written notice to the Company, to shorten the term of this non-held corporation whose stock is traded on a national securities exchange or compete to six (6) months, provided, however, in that event, the Company's obligation to pay severance pay to the Employee pursuant to Section 1.5.2 shall be reduced to an over-the-counter market)amount equal to six (6) months base pay.

Non-Competition. During The Company and the Employment Period, executive agree that the services rendered by the Executive hereunder are unique and following termination of the Executive’s employment with the Company, Holdco and any of their affiliatesirreplaceable. The Executive hereby agrees that, during the “Restriction Period” Term of Employment and for a period of one (as hereinafter defined)1) year thereafter, the Executive shall not (a) in the United States or in those foreign countries where the Company during the Term of Employment conducts business or proposes to conduct business or initiate activities, engage or participate in, directly or indirectly 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) 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 of the Company or any of its subsidiaries or controlled affiliates (a “Competitive Business”) and (ii) the Executive 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 officer, director, employee, partner, sole proprietor, trustee, beneficiary, agent, representative, independent contractor, consultant, advisorholder of an equity or debt investment, provider of personal services, creditorlender or in any other manner or capacity), or owner lend his name (or any part or variant thereof) to, any business which is, or as a result of the Executive's engagement or participation would become, competitive with any aspect of the business of the Company, such business being the development and commercialization of microfluid-based systems for drug discovery research and such other than specific technologies in which the Company has, during the Term of Employment, initiated significant plans to develop products; (b) deal, directly or indirectly, in a competitive manner with any customers doing business with the Company during the Term of Employment (except in connection with the performance of the duties and obligations of the Executive during the Term of Employment); (c) solicit any officer, director, employee or agent of the Company to become an officer, director, employee or agent of the Executive, his respective affiliates or anyone else; or (d) engage in or participate in, directly or indirectly, any business conducted under any name that shall be the same as or similar to the name of the Company or any trade name used by ownership it. Ownership, in the aggregate, of less than five percent 1% of the outstanding shares of capital stock of a publicly-held any corporation whose with one or more classes of its capital stock is traded listed on a national securities exchange or publicly held in an the over-the-counter market)market shall not constitute a violation of the foregoing provision. "Proposes to conduct business" as used above in this Section 10 means that such proposed area was the subject of significant plans at the Company.

Non-Competition. During (a) Employee recognizes that it is of utmost importance to the Employment PeriodCompany and Parent to maintain the confidentiality of their Confidential Information and preserve the goodwill of their respective businesses. In order to safeguard that confidential information and goodwill, Employee understands and following termination of the Executive’s agrees that, during his or her employment with the Company, Holdco and any of their affiliates, during the “Restriction Period” (as hereinafter defined), the Executive shall not directly or indirectly 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 Parent or any of their respective subsidiaries or controlled affiliates in any geographic area in which its Affiliates and until the Company, Holdco or any second anniversary 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) less than 10% of the consolidated gross revenues Employee's termination of such person, together employment with its affiliates, derive from activities or businesses that are in competition with any business of the Company or any of its subsidiaries or controlled affiliates (a “Competitive Business”) and (ii) the Executive does Affiliates, Employee shall not, directly or indirectlyindirectly (including without limitation through any existing or future Affiliate (as defined below) of Employee), participate engage in, become associated carry on, manage, provide advisory services in connection with, or otherwise have responsibilities assist with or be interested economically in a Competitive Business (as defined below) within the Restricted Area (as defined below), including by (A) accepting employment by or agreeing to provide advisory services to any person or entity, or having an economic interest in any entity, that relate engages in a Competitive Business, (B) soliciting (or assisting in the solicitation of) any person or business who was a customer of the Company or its Affiliates during Employee's employment with the Company or any of its Affiliates with respect to the conduct or operations of, any Competitive Business that is conducted by or knowingly encourage any such person to cease doing business in whole or in part with the Company or any of its Affiliates, (C) contacting any persons or businesses who were suppliers or customers of the Company or its subsidiaries during Employee's employment with the Company or any of its Affiliates for the purpose of soliciting orders or establishing relationships for any business enterprise that engages in a divisionCompetitive Business, group(D) making preparations to engage in any Competitive Business or to form a Competitive Business, including but not limited to any research or development efforts aimed at ultimately benefiting a Competitive Business, (E) forming a Competitive Business, or subsidiary or affiliate of such person. For purposes of this Agreement(F) serving as a director, the term “participate” includes any direct or indirect interest, whether as an officer, director, employee, consultant, partner, sole proprietor, trustee, beneficiarymember, agent, representativelender, independent contractorguarantor, consultant, advisor, provider of personal services, creditorshareholder, or owner (other than by ownership of less than five percent of the stock representative of a publicly-held corporation whose stock is traded on a national securities exchange or in an over-the-counter market)Competitive Business.

Non-Competition. Executive acknowledges and recognizes the highly competitive nature of the business of the Company and its affiliates and accordingly agrees as follows: During his employment, including the Employment Transition Period, and following termination Executive will not, directly or indirectly, (a) engage in any business for Executive’s own account that competes with the business of the Executive’s employment with Company or its affiliates (including, without limitation, businesses which the Company, Holdco Company or its affiliates have specific plans to conduct in the future and any as to which Executive is aware of their affiliates, during the “Restriction Period” (as hereinafter definedsuch planning), (b) enter the Executive shall not directly or indirectly 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 isemploy of, or intends to berender any services to, any person engaged in any business which is in competition that competes with any the business of the Company, Holdco Company 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) less than 10% of the consolidated gross revenues of such person, together with its affiliates, derive from activities or businesses that are (c) acquire a financial interest in competition with any person engaged in any business that competes with the business of the Company or its affiliates, directly or indirectly, as an individual, partner, stockholder, officer, director, principal, agent, trustee or consultant, or (d) interfere with business relationships (whether formed before or after the date of this Agreement) between the Company or any of its affiliates and customers, suppliers, partners, members or investors of the Company or its affiliates. Without limiting the 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 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 controlled affiliates. Notwithstanding anything to the contrary in this Agreement, Executive may, directly or indirectly, own, solely as an investment, securities of any person engaged in the business of the Company or its affiliates which are publicly traded on a national or regional stock exchange or on an over-the-counter market if Executive (i) is not a “Competitive Business”) controlling person of, or a member of a group which controls, such person and (ii) the Executive does not, directly or indirectly, participate in, become associated with, own five percent (5%) or otherwise have responsibilities that relate to the conduct or operations of, more of any Competitive Business that is conducted by such person or a division, group, or subsidiary or affiliate class of securities of such person. For purposes of this Agreement, the term “participate” includes any direct or indirect interest, whether as an officer, director, employee, partner, sole proprietor, trustee, beneficiary, agent, representative, independent contractor, consultant, advisor, provider of personal services, creditor, or owner (other than by ownership of less than five percent of the stock of a publicly-held corporation whose stock is traded on a national securities exchange or in an over-the-counter market).

Non-Competition. During Executive acknowledges and recognizes the Employment Period, and following termination highly competitive nature of the Executive’s employment with the Company, Holdco and any of their affiliates, during the “Restriction Period” (as hereinafter defined), the Executive shall not directly or indirectly 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 Company and of its present or any of their respective future subsidiaries or controlled affiliates and accordingly agrees as follows: During her employment and for a twelve (12) month period commencing from the Date of Termination, Executive will not, directly or indirectly, (a) engage in any geographic area in which business for Executive’s own account that competes with 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) 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 of the Company or any of its present or future subsidiaries or controlled affiliates (including, without limitation, businesses which the Company or its present or future subsidiaries or controlled affiliates has specific plans to conduct in the future and as to which Executive is aware of such planning prior to the Date of Termination), (b) enter the employ of, or render any services to, any person engaged in any business that competes with the business of the Company or its present or future subsidiaries or controlled affiliates, (c) acquire a “Competitive Business”financial interest in any person engaged in any business that competes with the business of the Company or its present or future subsidiaries or controlled affiliates, directly or indirectly, as an individual, partner, stockholder, officer, director, principal, agent, trustee or consultant, or (d) interfere with business relationships (whether formed before or after the date of this Agreement) between the Company or its present or future subsidiaries or controlled affiliates, on the one hand, or any of its customers, suppliers, partners, members or investors of the Company or its present or future subsidiaries or controlled affiliates, on the other hand. Notwithstanding anything to the contrary in this Agreement, Executive may, directly or indirectly, own, solely as an investment, securities of any person engaged in the business of the Company or its present or future subsidiaries or controlled affiliates which are publicly traded on a national or regional stock exchange or on an over-the-counter market if Executive (i) is not a controlling person of, or a member of a group which controls, such person and (ii) the Executive does not, directly or indirectly, participate in, become associated with, own one percent (1%) or otherwise have responsibilities that relate to the conduct or operations of, more of any Competitive Business that is conducted by such person or a division, group, or subsidiary or affiliate class of securities of such person. For purposes of this Agreement, the term “participate” includes any direct or indirect interest, whether as an officer, director, employee, partner, sole proprietor, trustee, beneficiary, agent, representative, independent contractor, consultant, advisor, provider of personal services, creditor, or owner (other than by ownership of less than five percent of the stock of a publicly-held corporation whose stock is traded on a national securities exchange or in an over-the-counter market).

Non-Competition. During While the Employment Period, Executive is employed and for a period following the termination of the Executive’s employment with equal to the Company, Holdco and any of their affiliates, during the “Restriction Period” Non-Competition Restricted Period (as hereinafter defineddefined below), the Executive shall not directly not, whether individually as a director, manager, member, stockholder, partner, owner, employee, consultant or indirectly 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 agent of personal services or otherwise) any person, corporation, partnership, firm, association or other enterprise or entity (a “person”) that isbusiness, or intends to be, engaged in any business which is in competition with any business other capacity, other than on behalf of the Company, Holdco organize, establish, own, operate, manage, control, engage in, participate in, invest in, permit his name to be used by, act as a consultant or advisor to, render services for (alone or in association with any of their respective subsidiaries person, firm, corporation or controlled affiliates business organization), or otherwise assist any person or entity that engages in or owns, invests in, operates, manages or controls any venture or enterprise which engages or proposes to engage in any geographic area business conducted by the Company or its subsidiaries (x) on the date of the Executive’s termination of employment (including, without limitation, any business which the Company or its subsidiaries has specific plans to conduct in the future and as to which the Executive is aware) or (y) within twelve (12) months prior to the Executive’s termination of employment with the Company, Holdco in each case, in the geographic locations where the Company or any of their respective its subsidiaries engage or controlled affiliates operate, compete or are engaged in such business or at such time intend so propose to operate, compete or become engaged engage in such business (a the “CompetitorCompetitive Business”); provided. Notwithstanding the foregoing, however, that the foregoing will not prohibit the Executive from participating may, directly or indirectly own, solely as an investment, securities of any firm, partnership, joint venture, association, corporation or other business organization, entity or enterprise engaged in or becoming associated with a person if (i) 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 of the Company or any of its subsidiaries or controlled affiliates (a “Competitive Business”) and (ii) the Executive 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 officer, director, employee, partner, sole proprietor, trustee, beneficiary, agent, representative, independent contractor, consultant, advisor, provider of personal services, creditor, or owner (other than by ownership of less than five percent of the stock of a publicly-held corporation whose stock is which are publicly traded on a national securities or regional stock exchange or in an on the over-the-counter marketmarket if the Executive is not a controlling person of, or a member of a group which controls, such entity and does not directly or indirectly own 5% or more of any class of securities of such entity. Should any provision of this Section 5.2 conflict with the provisions of any other written agreement between the Company and the Executive, this Section 5.2 shall govern. For the purposes of this Employment Agreement, the term Non-Competition Restricted Period shall mean (x) the period the Executive is entitled to receive payments or benefits pursuant to Section 4.4 hereof, if the Executive’s employment terminates without Cause or if the Executive terminates his employment for Good Reason and (y) a period of one year if the executive’s employment hereunder terminates for any other reason. Notwithstanding the foregoing, if (a) due to an illness or disability of the Executive’s spouse, the Executive determines that he cannot continue to commute from the Executive’s California residence to the Headquarters, (b) the Company elects not to change the Executive’s principal place of employment hereunder to the California Headquarters, and (c) as a result of (a) and (b), the Executive terminates his employment without Good Reason, then the Non-Competition Restricted Period shall terminate on the later of (i) the date the Executive’s employment with the Company terminates or (ii) if the Company agrees to provide severance payments or benefits to the Executive, the conclusion of the period for which the Company has agreed to provide such severance payments or benefits. For purposes of clarity, in no event shall the Executive’s termination of his employment solely in connection with the events described in (a) and (b), above be deemed to be Good Reason for the purposes of this Employment Agreement nor shall the Company’s election not to change the Executive’s principal place of employment hereunder to the California headquarters on either a temporary or permanent basis constitute a termination of the Executive’s employment without Cause.

Non-Competition. During (a) Executive hereby agrees that for a period of six months following the Employment PeriodTermination Date, and following termination of the Executive’s employment with the Company, Holdco and any of their affiliates, during the “Restriction Period” (as hereinafter defined), the Executive shall not directly or indirectly 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 he will not prohibit the Executive from participating in or becoming associated with a person if (i) 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 of the Company or any of its subsidiaries or controlled affiliates (a “Competitive Business”) and (ii) the Executive does not, directly or indirectly, participate in, become associated with, or otherwise have responsibilities that relate to the conduct or operations of, in 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 interestway, whether as an principal or as director, officer, director, employee, partner, sole proprietor, trustee, beneficiaryconsultant, agent, representative, independent contractor, consultant, advisor, provider of personal services, creditor, partner or owner stockholder to another entity (other than by the ownership of less a passive investment interest of not more than five percent 5% in a company with publicly traded equity securities), (i) own, manage, operate, control, be employed by, participate in, or be connected in any manner with the ownership, management, operation or control of any business competing with any business of Company in which he participated during the stock two years immediately preceding the Termination Date, or (ii) interfere with, solicit on behalf of another or attempt to entice away from Company (or any affiliate or subsidiary of Company) (x) any project, financing or customer that Company (or any affiliate or subsidiary of Company) has under contract (including unfulfilled purchase orders), or any letter of supply or other supplier contract or arrangement entered into by Company (or any affiliate or subsidiary of Company), and all extensions, renewals and resolicitations of such contracts or arrangements, (y) any contract, agreement or arrangement that Company (or any affiliate or subsidiary of Company) is actively negotiating with any other party, or (z) any prospective business opportunity that Company (or any affiliate or subsidiary of Company) has identified. Executive hereby further agrees that for a period of one year following the Termination Date, he will not, directly or indirectly, in any way, whether as principal or as director, officer, employee, consultant, agent, partner or stockholder to another entity (other than by the ownership of a publicly-held corporation whose stock is passive investment interest of not more than 5% in a company with publicly traded on a national securities exchange equity securities), for himself or another, hire, attempt to hire, or assist in an over-the-counter marketor facilitate in any way the hiring of any employee of Company (or any affiliate or subsidiary of Company), or any employee of any person, firm or other entity, the employees of which Company (or any affiliate or subsidiary of Company) has agreed not to hire or endeavor to hire.

Non-Competition. During the Employment Periodemployment period and for two (2) years following the termination of Employee’s employment, and following irrespective of the time or manner of the termination of the Executiveemployment relationship (the “Restricted Period”), Employee shall not, directly or indirectly, within any State in which Company, including, but not limited to, any parents, subsidiaries, or related entities (the “Related Entities”) has engaged in any aspect of the business of distributing, marketing or selling natural gas to end-use residential, commercial, or industrial customers (the “Company Business”) during the one-year prior to the termination of Employee’s employment with the Company, Holdco and (i) enter into an employment, consulting, or similar arrangement with, or render any of their affiliatesservices to, during the “Restriction Period” (as hereinafter defined), the Executive shall not directly or indirectly 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, firm, business, corporation, partnership, firm, association limited liability company or other enterprise organization or entity (each, a “personPerson”) ), other than the Company, that is, or intends to be, is engaged in any business which is in competition with any business aspect of the Company, Holdco or any of their respective subsidiaries or controlled affiliates Company Business; (ii) engage in any geographic area aspect of the Company Business for his own account; or (iii) become interested in which the Company, Holdco or any of their respective subsidiaries or controlled affiliates operate, compete or are Person that is engaged in such business any aspect of the Company Business of Company as an owner, partner, member, shareholder, investor, director, officer, licensor, licensee, principal, agent, employee, trustee, consultant or at such time intend so to operate, compete in any other relationship or become engaged in such business (a “Competitor”)capacity; provided, however, that the foregoing will Employee may own, directly or indirectly, solely as an investment, securities of any Person that is traded on any national securities exchange if Employee (A) is not prohibit the Executive from participating in a controlling person of, or becoming associated with a person if member of a group that controls, said Person, or (iB) 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 of the Company or any of its subsidiaries or controlled affiliates (a “Competitive Business”) and (ii) the Executive does not, directly or indirectly, participate inown 5.0% or more of any class of securities of said Person. In the event of a breach by Employee of any of the restrictions imposed upon them by this Section 5(a). Employee agrees that the applicable time described herein shall be tolled (i.e., 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 no part of such person. For purposes period shall expire) during the pendency of this Agreement, the term “participate” includes any direct or indirect interest, whether as an officer, director, employee, partner, sole proprietor, trustee, beneficiary, agent, representative, independent contractor, consultant, advisor, provider of personal services, creditor, or owner (other than by ownership of less than five percent of the stock of a publicly-held corporation whose stock is traded on a national securities exchange or in an over-the-counter market)such breach.

Non-Competition. During the Employment Period, and following termination of the Executive’s employment with the Company, Holdco and any of their affiliates, The Consultant agrees that during the Term of this Agreement (the “Restriction Restricted Period” (as hereinafter defined”), the Executive shall Consultant will not, except with the prior consent or approval of the Board, which consent or approval is to be evidenced by resolution passed (i) at a meeting of the Board duly held and at which a valid quorum was present and voted, or (ii) by written consent executed by all of the members of the Board then appointed or elected, directly or indirectly, whether or not for compensation, be engaged in or have any financial interest in any business, wherever located, competing with or which may compete with the Company in any business that the Company is engaged in, or that the Consultant knows or reasonably should know, that the Company intends to engage in in each case during the Restricted Period (the “Company Business”). For purposes of this Agreement, the Consultant will be deemed to be "engaged in or to have a financial interest in" a business if the Consultant is an owner, shareholder, employee, officer, director, partner, agent, consultant, service provider, representative, salesperson, advisor, investor, principal, joint venturer or member of or to any Person (defined below), which is engaged in such a business, or if the Consultant directly or indirectly 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 through Da Costa Management Corp.) receives remuneration from or performs services or otherwise) any person, corporation, partnership, firm, association or other enterprise or entity (for such a “person”) that isPerson, or intends to beif a member of such Consultant's Immediate Family (defined below) beneficially owns an equity interest, engaged or interest convertible into equity, 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”)entity; provided, however, that the foregoing will not prohibit the Executive Consultant from participating in or becoming associated with a person if (i) owning, for the purpose of passive investment, less than 105% of the consolidated gross revenues any class of such person, together with its affiliates, derive from activities or businesses that are in competition with any business of the Company or any of its subsidiaries or controlled affiliates (a “Competitive Business”) and (ii) the Executive 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 officer, director, employee, partner, sole proprietor, trustee, beneficiary, agent, representative, independent contractor, consultant, advisor, provider of personal services, creditor, or owner (other than by ownership of less than five percent of the stock securities of a publicly-publicly held corporation whose stock is actively traded on a national securities exchange or in an exchange, the U.S. over-the-counter securities markets or any foreign securities exchange or market). “Person” means any individual, corporation, trust, association, partnership, proprietorship, joint venture or other entity. “Immediate Family” means an individual’s spouse or children.

Non-Competition. During Employee acknowledges that his services to be rendered hereunder are of a special and unusual character which have a unique value to Company, the Employment Periodloss of which cannot adequately be compensated by damages in an action at law. In view of the unique value to Company of the services of Employee for which Company has contracted hereunder, and following termination because of the Executive’s confidential information to be obtained by or disclosed to Employee, and as a material inducement to Company to enter into this Agreement, and to pay to Employee the compensation referred to in Section 1.4 hereof, Employee covenants and agrees that during Employee's employment with the hereunder and for a period of one (1) year after he ceases to be employed by Company, Holdco and any of their affiliates, during the “Restriction Period” (as hereinafter defined), the Executive Employee shall not (a) directly or indirectly participate indirectly, solicit business from, divert business from, or attempt to convert to other methods of using the same or similar products or services as provided by Company, any client, account or location of Company with which Employee has had any contact as a result of his employment by Company hereunder; (b) engage 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) 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 of the Company or any of its subsidiaries or controlled affiliates (a “Competitive Business”) and (ii) the Executive does notcarry on, directly or indirectly, participate ineither for himself, become associated withas a member of a partnership, or otherwise have responsibilities that relate to as a stockholder (except as limited partner or stockholder of less than one percent (1%) of the conduct issued and outstanding limited partnership interests or operations ofstock of a publicly held partnership or corporation whose gross assets exceed $l,000,000), any Competitive Business that is conducted by such person or a divisionas an investor, grouplender, guarantor, landlord, manager, officer, or subsidiary director of any person, partnership, corporation, or affiliate of such person. For purposes of this Agreementother entity (other than the Company or its subsidiaries), the term “participate” includes any direct or indirect interest, whether as an officer, director, employee, partner, sole proprietor, trustee, beneficiary, agent, representativeassociate, independent contractor, consultant, advisor, provider of personal services, creditorbroker, or owner consultant of any person, partnership, corporation, or other entity (other than by ownership the Company or its subsidiaries), any business (or segment of less a business if such business operates in more than five percent one segment of the stock orthopedic industry) that competes with any operations of a publicly-held corporation whose stock the Company, as they exist at the time of Employee's termination, within an one hundred (100)-mile radius of any geographic area where Company is traded on a national securities exchange actually engaged in business, or in an over-the-counter market)maintains sales or service representatives or employees; or (c) directly or indirectly, solicit for employment or employ any employee of Company.

Non-Competition. (a) During the Employment Period, Term and following for a period of eighteen (l8) months thereafter (or in the event of the termination of the Executive’s 's employment with the Companyunder any provision herein within one (1) year after a Change of Control or Executive's termination for Cause, Holdco and any for a period of their affiliates, during the “Restriction Period” one (as hereinafter defined1) year thereafter), the Executive shall not directly or indirectly participate in or permit his name directly or indirectly to be used by or become associated with (including as an advisoragrees that he will not, 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 without the express written consent 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 for the Executive from participating in or becoming associated with a person if on behalf of any other person, firm, entity or other enterprise (i) less than 10% directly or indirectly solicit for employment or recommend to any subsequent employer of the consolidated gross revenues Executive the solicitation for employment of any person who, at the time of such personsolicitation is employed by Company or any affiliate thereof, together with its affiliates(ii) directly or indirectly solicit, derive from activities divert, or businesses that are in competition with endeavor to entice away any business customer of the Company or any affiliate thereof or otherwise engage in any activity intended to terminate, disrupt, or interfere with the Company's or any affiliate's relationship with a customer, supplier, lessee or other person, or (iii) be employed by, be a director, officer or manager of, act as a consultant for, be a partner in, have a proprietary inters in, give advice to, loan money to or otherwise associate with, any person, enterprise, partnership association, corporation, joint venture or other entity which is directly or indirectly in the business of its subsidiaries owning, operating, managing or controlled affiliates providing consulting services to a real estate investment trust (a “Competitive Business”"REIT) primarily engaged in owning or lending to healthcare - related facilities, properties and (ii) entities. This provision shall not be construed to prohibit the Executive does not, directly or indirectly, participate in, become associated with, or otherwise have responsibilities that relate from owning up 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 officer, director, employee, partner, sole proprietor, trustee, beneficiary, agent, representative, independent contractor, consultant, advisor, provider of personal services, creditor, or owner ten percent (other than by ownership of less than five percent 10%) of the stock outstanding voting shares of a publicly-held corporation the equity securities of any company whose common stock is traded listed for trading on a any national securities exchange or in an over-the-counter market)on the NASDAQ System or serving as a director or advisor to the board of directors of any company. The provisions of this Section 4.2 shall only apply to businesses and operations located in, or otherwise conducted in, the United States.

Non-Competition. (a) During any period in which the Employment PeriodExecutive serves as an employee of American Prepaid and for the greater of (i) the period Executive continues to receive Separation Pay, and following or (ii) a period of one (1) year after the date of termination of the Executive’s 's employment with at any time, regardless of the Company, Holdco and any of their affiliates, during the “Restriction Period” (as hereinafter defined)circumstances thereof, the Executive shall not not, without the express written consent of American Prepaid, directly or indirectly participate in or permit his name directly or indirectly to indirectly, engage, participate, invest in, be used employed by or become associated with (including assist, whether as an advisorowner, representativepart-owner, agentshareholder, promoterpartner, independent contractordirector, provider of personal services officer, trustee, employee, agent or otherwise) any person, corporation, partnership, firm, association or other enterprise or entity (a “person”) that isconsultant, or intends to be, engaged in any business which is other capacity, any Person other than American Prepaid and its Affiliates whose activities, products, and/or services are in competition with the Designated Industry. Without limiting the foregoing, the foregoing covenant shall prohibit the Executive during the period set forth above from (i) hiring or attempting to hire for or on behalf of any business Person in the Designated Industry any officer, Employee, or Affiliated Person of the Company, Holdco American Prepaid or any of their respective subsidiaries its Affiliates, (ii) encouraging for or controlled affiliates on behalf of any such Person in the Designated Industry any geographic area in which the Companyofficer, Holdco Employee, or Affiliated Person to terminate his or her relationship or employment with American Prepaid or any of their respective subsidiaries its Affiliates, (iii) soliciting for or controlled affiliates operate, compete on behalf of any such Person in the Designated Industry any customer of American Prepaid or are engaged any of its Affiliates and (iv) diverting to any such Person in such business the Designated Industry any customer of American Prepaid or at such time intend so to operate, compete or become engaged in such business (a “Competitor”)any of its Affiliates; provided, however, that the foregoing will not prohibit nothing herein shall be construed as preventing the Executive from participating making passive investments in or becoming associated with a person Person in the Designated Industry if (i) less than 10% of the consolidated gross revenues securities of such person, together with its affiliates, derive from activities or businesses that Person are in competition with any business of the Company or any of its subsidiaries or controlled affiliates (a “Competitive Business”) publicly traded and (ii) the Executive 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 officer, director, employee, partner, sole proprietor, trustee, beneficiary, agent, representative, independent contractor, consultant, advisor, provider of personal services, creditor, or owner (other than by ownership of investment constitutes less than five percent of the outstanding shares of capital stock or comparable equity interests of such Person. As of the effective date of employment, the Executive is not performing any other duties for, and is not a publicly-held corporation whose stock is traded on a national securities exchange party to any similar agreement with, any Person competing with American Prepaid or in an over-the-counter market)any of its affiliates.

Non-Competition. During In return for employment in the Employment Period, and following termination of the Executive’s employment with the Company, Holdco and any of their affiliatescapacity set forth under this Agreement, during the “Restriction Period” (as hereinafter defined)Employment Term and, in the Executive shall not directly or indirectly 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 event of the Companytermination of this Agreement pursuant to the provisions of Section 5(a)(ii) hereof, Holdco or any for a period of their respective subsidiaries or controlled affiliates in any geographic area in which the Companytwelve (12 months) thereafter, 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) 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 of the Company or any of its subsidiaries or controlled affiliates (a “Competitive Business”) and (ii) the Executive does Employee shall not, directly or indirectly, participate in(i) in any capacity whatsoever, become associated either on Employee's own behalf or on behalf of any other person or entity with whom Employee may be employed or associated, be employed by, be a consultant to, be an officer or director of, or be connected in any manner with, or otherwise have responsibilities that relate to the conduct or operations of, any Competitive Business that is conducted by such a person or a divisionagency engaged in the electronic media computer software and servicing business (notwithstanding the immediately preceding clause, group, nothing herein shall prohibit Employee from owning 5% or subsidiary or affiliate less of such person. For purposes of this Agreement, the term “participate” includes any direct or indirect interest, whether as an officer, director, employee, partner, sole proprietor, trustee, beneficiary, agent, representative, independent contractor, consultant, advisor, provider of personal services, creditor, or owner (other than by ownership of less than five percent of the stock securities of a publicly-held corporation whose stock is traded competitor engaged in the electronic media computer software and servicing business if such securities are listed on a national nationally recognized securities exchange or in an traded over-the-counter marketon the National Association of Securities Dealers Automated Quotation System or otherwise); (ii) interfere with the employment relationship between Employer and its employees by directly or indirectly soliciting any such individual to participate in, or be employed by, any business venture other than the Employer; (iii) solicit any business related to the business of Employer from any client or prospective client of Employer at or before the termination date of the Employee's employment with Employer for himself or for any entity in which the Employee has an interest or by which Employee is employed or engaged; or (iv) seek to divert or dissuade from continuing to do business with or entering into business with Employer or any of its affiliates or related entities, any supplier, customer or other person or entity that had a business relationship with or with which Employer, its subsidiaries or any of its affiliates or related entities was actively planning or pursuing a business relationship at or before the termination of Employee.

Non-Competition. During The Executive acknowledges that the Employment Periodservices to be rendered by him to the Company (which, as used in this Section 11 shall be deemed to include the Company and following each of its subsidiaries) are of a special and unique character. In consideration of his employment hereunder, the Executive agrees, for the benefit of the Company, that he will not, during the term of this Agreement and thereafter until the earlier to occur of (x) the expiration of a period of twelve (12) months commencing on the date of termination of the Executive’s his employment with the CompanyCompany or (y) a Change in Control, Holdco and any of their affiliates(a) engage, during the “Restriction Period” (as hereinafter defined), the Executive shall not directly or indirectly participate in or permit his name directly or indirectly to be used by or become associated with (including indirectly, whether as an advisorprincipal, agent, distributor, representative, agentconsultant, promoteremployee, independent contractorpartner, provider stockholder, limited partner or other investor (other than an investment of personal services not more than (i) two percent (2%) of the stock or equity of any corporation the capital stock of which is publicly traded or (ii) two percent (2%) of the ownership interest of any limited partnership or other entity) or otherwise) any person, corporationwithin the United States of America, partnership, firm, association or other enterprise or entity (a “person”) that is, or intends to be, engaged in any business which is in competition competitive with the business now, or at any business time during the term of this Agreement, conducted by the Company, (b) solicit or entice to endeavor to solicit or entice away from the Company any person who was an officer, employee or sales representative of the Company, Holdco either for his own account or for any individual, firm or corporation, whether or not such person would commit any breach of their respective subsidiaries or controlled affiliates in any geographic area in which his contract of employment by reason of leaving the service of the Company, Holdco and the Executive agrees not to employ, directly or indirectly, any person who was an officer, employee or sales representative of the Company or who by reason of such position at any time is or may be likely to be in possession of any confidential information or trade secrets relating to the businesses or products of the Company, or (c) solicit or entice or endeavor to solicit or entice away from the Company any customer or prospective customer of the Company, either for his own account or for any individual, firm or corporation. In addition, the Executive shall not, at any time during the term of this Agreement or at any time thereafter, engage in the business which uses as its name, in whole or in part, "Top Source" or any of their respective subsidiaries other tradename or controlled affiliates operate, compete trademark 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) 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 of corporate name used by the Company or any of its subsidiaries or controlled affiliates (a “Competitive Business”) and (ii) the Executive 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 officer, director, employee, partner, sole proprietor, trustee, beneficiary, agent, representative, independent contractor, consultant, advisor, provider of personal services, creditor, or owner (other than by ownership of less than five percent of the stock of a publicly-held corporation whose stock is traded on a national securities exchange or in an over-the-counter market)subsidiaries.

Non-Competition. a. Executive acknowledges and recognizes the highly competitive nature of the businesses of the Company and its affiliates and accordingly agrees as follows: (1) During the Employment PeriodTerm and, and for a period of (x) six months following termination the date the Company terminates Executive's employment for Cause or (y) one year following the date Executive ceases to be employed by the Company for any other reason (other than as a result of the natural expiration of the Employment Term), Executive will not, whether on Executive’s employment 's own behalf or on behalf of or in conjunction with any person, company, business entity or other organization whatsoever, directly or indirectly: (i) engage in any business that competes with the Companybusiness of the Company or its affiliates (including, Holdco without limitation, businesses which the Company or its affiliates have specific plans to conduct in the future and as to which Executive is aware of such planning) (a "Competitive Business"); (ii) enter the employ of, or render any services to, any person or entity (or any division of their affiliatesany person or entity) who or which engages in a Competitive Business including, during the “Restriction Period” without limitation, any person or entity who or which derives more than 5% of its annual revenues from any Competitive Business (as hereinafter definedor which is part of a controlled group of corporations which derives more than 5% of its annual revenues from any Competitive Business); (iii) acquire a financial interest in, the Executive shall not or otherwise become actively involved with, any Competitive Business, directly or indirectly participate in or permit his name directly or indirectly to be used by or become associated with (including indirectly, as an advisorindividual, representativepartner, shareholder, officer, director, principal, agent, promoter, independent contractor, provider of personal services trustee or otherwiseconsultant; or (iv) any person, corporation, partnership, firm, association or other enterprise or entity (a “person”) that isinterfere with, or intends attempt to beinterfere with, engaged in any business which is in competition with any business relationships (whether formed before, on or after the date 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 (ithis Agreement) 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 of between the Company or any of its subsidiaries affiliates and customers, clients, suppliers, partners, members or controlled investors of the Company or its affiliates. (2) Notwithstanding anything to the contrary in this Agreement, Executive may, directly or indirectly own, solely as an investment, securities of any person engaged in the business of the Company or its affiliates which are publicly traded on a national or regional stock exchange or on the over-the-counter market if Executive (i) is not a “Competitive Business”) controlling person of, or a member of a group which controls, such person and (ii) the Executive does not, directly or indirectly, participate in, become associated with, own 5% or otherwise have responsibilities that relate to the conduct or operations of, more of any Competitive Business that is conducted by such person or a division, group, or subsidiary or affiliate class of securities of such person. For purposes (3) During the Employment Term and, for a period of eighteen months following the date Executive ceases to be employed by the Company (the "Restricted Period"), Executive will not, whether on Executive's own behalf or on behalf of or in conjunction with any person, company, business entity or other organization whatsoever, 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) solicit the employment or services of any employee who left the employment of the Company or its affiliates coincident with, or within three months prior to or after the termination of, Executive's employment with the Company; (iii) hire any such employee (other than any employee who is related to Executive by blood or by marriage) 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 coincident with, or within one year prior to or after, the termination of Executive's employment with the Company; or (iv) Compete for any real property that the Company had investigated, conducted due diligence on, conducted research into, performed a feasibility analysis on, entered into an option to purchase, entertained entering into a letter of intent or an option to purchase, or otherwise expressed an interest in purchasing at any time within one year prior to the termination of Executive's employment with the Company. (4) During the Restricted Period, Executive 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. (5) Notwithstanding anything to the contrary contained in this Agreement, the term “participate” includes any direct or indirect interest, whether as an officer, director, employee, partner, sole proprietor, trustee, beneficiary, agent, representative, independent contractor, consultant, advisor, provider provisions of personal services, creditor, or owner sub clause (other than by ownership 1) of less than five percent this Section 8(a) shall be restricted to those states within the southeast region of the stock United States in which the Company operates and all other areas in which the Executive has performed significant services for the Company. b. It is expressly understood and agreed that although Executive and the Company consider the restrictions contained in this Section 8 to be reasonable, if a final judicial determination is made by a court of a publicly-held corporation whose stock competent jurisdiction that the time or territory or any other restriction contained in this Agreement is traded on a national securities exchange an unenforceable restriction against Executive, the provisions of this 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 an over-the-counter market)this Agreement is unenforceable, and such restriction cannot be amended so as to make it enforceable, such finding shall not affect the enforceability of any of the other restrictions contained herein. 9.

Non-Competition. During Employee acknowledges that his services to --------------- be rendered hereunder are of a special and unusual character which have a unique value to Company, the Employment Periodloss of which cannot adequately be compensated by damages in an action at law. In view of the unique value to Company of the services of Employee for which Company has contracted hereunder, and following termination because of the Executive’s confidential information to be obtained by or disclosed to Employee, and as a material inducement to Company to enter into this Agreement, and to pay to Employee the compensation referred to in Section 1.4 hereof, Employee covenants and agrees that during Employee's employment with the hereunder and for a period of one (1) year after he ceases tg be employed by Company, Holdco and any of their affiliates, during the “Restriction Period” (as hereinafter defined), the Executive Employee shall not (a) directly or indirectly participate indirectly, solicit business from, divert business from, or attempt to convert to other methods of using the same or similar products or services as provided by Company, any client, account or location of Company with which Employee has had any contact as a result of his employment by Company hereunder; (b) engage 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) 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 of the Company or any of its subsidiaries or controlled affiliates (a “Competitive Business”) and (ii) the Executive does notcarry on, directly or indirectly, participate ineither for himself, become associated withas a member of a partnership, or otherwise have responsibilities that relate to as a stockholder (except as limited partner or stockholder of less than one percent (1%) of the conduct issued and outstanding limited partnership interests or operations ofstock of a publicly held partnership or corporation whose gross assets exceed $l,000,000), any Competitive Business that is conducted by such person or a divisionas an investor, grouplender, guarantor, landlord, manager, officer, or subsidiary director of any person, partnership, corporation, or affiliate of such person. For purposes of this Agreementother entity (other than the Company or its subsidiaries), the term “participate” includes any direct or indirect interest, whether as an officer, director, employee, partner, sole proprietor, trustee, beneficiary, agent, representativeassociate, independent contractor, consultant, advisor, provider of personal services, creditorbroker, or owner consultant of any person, partnership, corporation, or other entity (other than by ownership the Company or its subsidiaries), any business (or segment of less a business if such business operates in more than five percent one segment of the stock orthopedic industry) that competes with any operations of a publicly-held corporation whose stock the Company, as they exist at the time of Employee's termination, within an one hundred (100)-mile radius of any geographic area where Company is traded on a national securities exchange actually engaged in business, or in an over-the-counter market)maintains sales or service representatives or employees; or (c) directly or indirectly, solicit for employment or employ any employee of Company.

Non-Competition. During Executive acknowledges and recognizes the Employment Period, and following termination highly competitive nature of the businesses of the Company and its affiliates and accordingly agrees as follows: During his employment, Executive will not, directly or indirectly, (i) engage in any business for Executive’s employment 's own account that competes with the Companybusiness of the Company or its affiliates (including, Holdco without limitation, businesses which the Company or its affiliates have specific plans to conduct in the future and any as to which Executive is aware of their affiliates, during the “Restriction Period” (as hereinafter definedsuch planning), (ii) enter the Executive shall not directly or indirectly 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 isemploy of, or intends to berender any services to, any person engaged in any business which is in competition that competes with any the business of the Company, Holdco Company 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) less than 10% of the consolidated gross revenues of such person, together with its affiliates, derive from activities or businesses that are (iii) acquire a financial interest in competition with any person engaged in any 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 Agreement) between the Company or any of its affiliates and customers, suppliers, partners, members or investors of the Company or its affiliates. Without limiting the 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 the age groups between eleven (11) and thirty-five (35) and where such designer, manufacturer, wholesaler or retailer operates 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 controlled affiliates. Notwithstanding anything to the contrary in this Agreement, Executive may, directly or indirectly, own, solely as an investment, securities of any person engaged in the business of the Company or its affiliates which are publicly traded on a national or regional stock exchange or on an over-the-counter market if Executive (i) is not a “Competitive Business”) controlling person of, or a member of a group which controls, such person and (ii) the Executive does not, directly or indirectly, participate in, become associated with, own five percent (5%) or otherwise have responsibilities that relate to the conduct or operations of, more of any Competitive Business that is conducted by such person or a division, group, or subsidiary or affiliate class of securities of such person. For purposes of this Agreement, the term “participate” includes any direct or indirect interest, whether as an officer, director, employee, partner, sole proprietor, trustee, beneficiary, agent, representative, independent contractor, consultant, advisor, provider of personal services, creditor, or owner (other than by ownership of less than five percent of the stock of a publicly-held corporation whose stock is traded on a national securities exchange or in an over-the-counter market).

Non-Competition. During the Employment Period, Term and for a period of twelve (12) months following the termination of the Executive’s employment with the Company, Holdco and for any of their affiliates, during the “Restriction Period” (as hereinafter defined)reason, the Executive shall not directly not, whether individually as a director, manager, member, stockholder, partner, owner, employee, consultant or indirectly 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 agent of personal services or otherwise) any person, corporation, partnership, firm, association or other enterprise or entity (a “person”) that isbusiness, or intends to be, engaged in any business which is in competition with any business other capacity, other than on behalf of the Company, Holdco organize, establish, own, operate, manage, control, engage in, participate in, invest in, permit his name to be used by, act as a consultant or advisor to, render services for (alone or in association with any person, firm, corporation or business organization), or otherwise assist any person or entity that engages in or owns, invests in, operates, manages or controls any venture or enterprise which engages or proposes to engage in any business conducted by the Company, Holdings, the LLC, or any of their respective subsidiaries or controlled affiliates in (x) on the date of the Executive’s termination of employment (including, without limitation, any geographic area in business which the Company, Holdco Holdings, the LLC, or any of their respective subsidiaries has specific plans to conduct in the future and as to which the Executive is aware) or controlled affiliates operate(y) within twelve (12) months prior to the Executive’s termination of employment with the Company in the geographic locations where the Company, compete Holdings, the LLC, or are engaged in such business any of their subsidiaries engages or at such time intend so proposes to operate, compete or become engaged engage in such business (a the “CompetitorCompetitive Business”); provided. Notwithstanding the foregoing, however, that the foregoing will not prohibit the Executive from participating may, directly or indirectly own, solely as an investment, securities of any firm, partnership, joint venture, association, corporation or other business organization, entity or enterprise engaged in or becoming associated with a person if (i) 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 of the Company or any of its subsidiaries or controlled affiliates (a “Competitive Business”) and (ii) the Executive 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 officer, director, employee, partner, sole proprietor, trustee, beneficiary, agent, representative, independent contractor, consultant, advisor, provider of personal services, creditor, or owner (other than by ownership of less than five percent of the stock of a publicly-held corporation whose stock is which are publicly traded on a national securities or regional stock exchange or in an on the over-the-counter market)market if the Executive is not a controlling person of, or a member of a group which controls, such entity and does not directly or indirectly own 5% or more of any class of securities of such entity.

Non-Competition. During the Employment PeriodTerm and for a period of one (1) year following the Termination Date, and following termination of the Executive’s employment with the Company, Holdco and any of their affiliates, during the “Restriction Period” (as hereinafter defined), the Executive shall not directly or indirectly 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) 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 of the Company or any of its subsidiaries or controlled affiliates (a “Competitive Business”) and (ii) the Executive does not, directly or indirectly, participate in(a) solicit, become associated withinduce or cause any person or entity with which Executive or any member of the Company Group had a business relationship with respect to the Business (as defined in the Purchase Agreement) (a “Restricted Person”) to reduce or terminate such person’s or entity’s business relationship with any member of the Company Group or any of their respective affiliates or their successors or assigns, in each case with respect to the Business (as defined in the Purchase Agreement) or any portion of the business of the Company, or any of its Affiliates or their successors or assigns in which the Executive actually participates or participates in the planning thereof, approach any such person or entity for any such purpose, authorize or assist in the taking of any of such actions for any such purpose, or authorize or assist in the taking of any such actions by any person or entity, (b) engage in any Restricted Activity, (c) acquire, or own in any manner, any interest in any entity that engages in any Restricted Activity, or that engages in any business, activity or enterprise that competes with any aspect of any of Restricted Activity, or (d) have an interest in (whether as an owner, director, officer, partner, member, manager, joint venturer, lender, shareholder, vendor, consultant, employee, advisor, agent, independent contractor or otherwise), or otherwise have responsibilities that relate to participate in the conduct management or operations operation of, any Competitive Business entity that is conducted by such person engages in any Restricted Activity or a divisionin any business, group, activity or subsidiary or affiliate of such person. For purposes of enterprise that competes with any Restricted Activity; except that this Agreement, Section 9 will not apply to the term “participate” includes any direct or indirect interest, whether as an officer, director, employee, partner, sole proprietor, trustee, beneficiary, agent, representative, independent contractor, consultant, advisor, provider of personal services, creditor, or owner (other than by ownership of less than five percent (5%) of the outstanding stock of any entity that has a publicly-held corporation whose stock class of securities that is traded on a national securities exchange publicly traded. “Restricted Activity” means any activity that is, or in an over-the-counter market)would reasonably be deemed to be, competitive with any material aspect of the Company.

Non-Competition. During the Employment Period, and following termination of the Executive’s employment with the Company, Holdco and any of their affiliates, during the “Restriction Period” Period (as hereinafter defined), the Executive shall not directly or indirectly 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) 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 of the Company or any of its subsidiaries or controlled affiliates (a “Competitive Business”) and (ii) the Executive 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 officer, director, employee, partner, sole proprietor, trustee, beneficiary, agent, representative, independent contractor, consultant, advisor, provider of personal services, creditor, or owner (other than by ownership of less than five percent of the stock of a publicly-held corporation whose stock is traded on a national securities exchange or in an over-the-counter market).

Non-Competition. (a) During any period in which the Employment PeriodExecutive serves as an employee of American Prepaid and for the greater of (i) the period Executive continues to receive Separation Pay, and following or (ii) a period of one (1) year after the date of termination of the Executive’s 's employment with at any time, regardless of the Company, Holdco and any of their affiliates, during the “Restriction Period” (as hereinafter defined)circumstances thereof, the Executive shall not not, without the express written consent of American Prepaid, directly or indirectly participate in or permit his name directly or indirectly to indirectly, engage, participate, invest in, be used employed by or become associated with (including assist, whether as an advisorowner, representativepart-owner, agentshareholder, promoterpartner, independent contractordirector, provider of personal services officer, trustee, employee, agent or otherwise) any person, corporation, partnership, firm, association or other enterprise or entity (a “person”) that isconsultant, or intends to be, engaged in any business which is other capacity, any Person other than American Prepaid and its Affiliates whose activities, products, and/or services are in competition with the Designated Industry. Without limiting the foregoing, the foregoing covenant shall prohibit the Executive during the period set forth above from (i) hiring or attempting to hire for or on behalf of any business Person in the Designated Industry any officer, Employee, or Affiliated Person of the Company, Holdco American Prepaid or any of their respective subsidiaries its Affiliates, (ii) encouraging for or controlled affiliates on behalf of any such Person in the Designated Industry any geographic area in which the Companyofficer, Holdco Employee, or Affiliated Person to terminate his or her relationship or employment with American Prepaid or any of their respective subsidiaries its Affiliates, (iii) soliciting for or controlled affiliates operate, compete on behalf of any such Person in the Designated Industry any customer of American Prepaid or are engaged any of its Affiliates and (iv) diverting to any such Person in such business the Designated Industry any customer of American Prepaid or at such time intend so to operate, compete or become engaged in such business (a “Competitor”)any of its Affiliates; provided, however, that the foregoing will not prohibit nothing herein shall be construed as preventing the Executive from participating making passive investments in or becoming associated with a person Person in the Designated Industry if (i) less than 10% of the consolidated gross revenues securities of such person, together with its affiliates, derive from activities or businesses that Person are in competition with any business of the Company or any of its subsidiaries or controlled affiliates (a “Competitive Business”) publicly traded and (ii) the Executive 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 officer, director, employee, partner, sole proprietor, trustee, beneficiary, agent, representative, independent contractor, consultant, advisor, provider of personal services, creditor, or owner (other than by ownership of investment constitutes less than five percent of the outstanding shares of capital stock or comparable equity interests of a publicly-held corporation whose stock such Person. As of the date of this Agreement, the Executive is traded on a national securities exchange or in an over-the-counter market).not performing any other duties for, and is not

Non-Competition. During In consideration of the Employment Periodpromises contained herein and the Grantee’s access and exposure to Confidential and Proprietary Information provided to him/her, and other good and valuable consideration, the receipt and sufficiency of which are acknowledged, the Grantee agrees that during his/her employment with the Company and for a period of (i) twelve months following the termination of his/her employment with the Executive’s Company for any reason if the Grantee was classified by the Company in its human resources information system of record as being in a Director-level role or above (e.g., Director, VP, SVP, CEO, etc.) as of his/her last day of employment with the Company, Holdco and or (ii) six months following the termination of his/her employment with the Company for any reason if the Grantee was classified by the Company in its human resources information system of their affiliatesrecord as being in a role below Director-level (e.g., during Manager, Team Lead, Individual Contributor, etc.) as of his/her last day of employment with the “Restriction Period” (Company, he/she shall not, on behalf of the Grantee him/herself or on behalf of or in conjunction with any other person, entity or organization other than the Company, whether as hereinafter defined)an agent or otherwise, the Executive shall not become employed by, render services to or directly or indirectly participate in (whether for compensation or permit his name directly or indirectly to be used by or become associated with (including otherwise, and whether as an advisoremployee, representativeemployer, consultant, agent, promoterprincipal, independent contractorpartner, provider of personal services or otherwise) any personstockholder, corporationlender, partnershipinvestor, firmcorporate officer, association or other enterprise or entity (a “person”) that isboard member, director, or intends to be, engaged in any business which is other individual or representative capacity), own or hold a proprietary interest in, manage, operate, or control, or join or participate in competition with the ownership, management, operation or control of, or furnish any business of the Company, Holdco capital to or any of their respective subsidiaries or controlled affiliates be connected 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) 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 of the Company or any of its subsidiaries or controlled affiliates (a “Competitive Business”) and (ii) the Executive does not, directly or indirectly, participate in, become associated manner with, or otherwise have responsibilities that relate to any Competing Enterprise in the conduct or operations of, any Competitive Business that is conducted by such person or a division, group, or subsidiary or affiliate of such personRestricted Area. For purposes of this AgreementParagraph, the term a “participateCompeting Enterprise” includes means any direct entity, organization or indirect interest, whether as an officer, director, employee, partner, sole proprietor, trustee, beneficiary, agent, representative, independent contractor, consultant, advisor, provider of personal services, creditorperson engaged, or owner (other than by ownership planning to become engaged, in substantially the same or similar business to that being conducted or actively and Form of less than five percent of WEX Inc. Restricted Stock Unit Agreement under the stock of a publicly-held corporation whose stock is traded on a national securities exchange or in an over-the-counter market).WEX Inc. 2019 Equity and Incentive Plan

Non-Competition. During For the Employment Periodperiod of three years from the Closing Date, and following termination Seller shall not, directly or indirectly through or in association with any non-party Person or otherwise, in any country, state, territory, jurisdiction, venue, city or town (collectively a “Jurisdiction”) where Buyer, QSGI or any of its Affiliates conducts, engages in or solicits business directly from customers or potential customers (collectively “Conducts Business”), (i) engage in, sell or provide any services which are the Executive’s employment with same or similar to services sold or provided by the Company in any Jurisdiction where the Company, Holdco and QSGI, or any of their affiliatesits Affiliates Conducts Business; (ii) own or acquire any interest in any Person which is engaged in the same business as the Company, Buyer, QSGI or any of its Affiliates, or any business competitive with the business as the Company, Buyer, QSGI or any of its Affiliates, in any Jurisdiction where the Company, Buyer, QSGI or any of its Affiliates Conducts Business; (iii) attempt to solicit any customers of the Company, Buyer or QSGI, or any customers of a business described in clause (ii) engaged in by its Affiliates; (iv) act as a consultant or advisor, or loan or otherwise provide funds or assistance of any sort, to any non-party Person who is or is attempting to engage in any of the activities listed in (i) through (iii) hereof in any Jurisdiction where the Company, Buyer, QSGI or any of its Affiliate Conducts Business; (v) take any action which may reasonably be expected to impair the relationship between the Company, Buyer, QSGI or any of its Affiliates and its customers or vendors, or other non-party Persons having relationships with, the Company with respect to any of the activities listed in (i) through (iii) above; (vi) prepare to engage in any business or activity proscribed in (i) through (v) above; or (vii) engage, employ, recruit or solicit any employee of the Company, Buyer, QSGI or any of its Affiliates during the “Restriction Period” (as hereinafter defined)period such person is an employee of the Company, Buyer, QSGI or any of its Affiliates plus one year after the Executive date on which such person ends his or her employment by the Company, Buyer or any of its Affiliates. It is the intent of the parties that Seller shall not directly or indirectly participate compete with Buyer or QSGI, inclusive of its Affiliates, in any country, state, territory, jurisdiction, venue, city or permit his name town to which, in which or form which, Buyer or QSGI, inclusive of its Affiliates, conducts business or solicits business directly from customers or indirectly potential customers. If this clause is determined to be used overbroad by a court of competent jurisdiction, the parties agree that said court shall interpret the restrictions imposed herein in the broadest sense and application to allow for enforceability. Nothing in this Section shall limit Seller’s separate obligations with respect to non-competition contained in the Riconda Employment Agreement or become associated with any employment agreement in substitution or replacement therefor, provided that a breach by Seller of his covenants in the Riconda Employment Agreement or such other employment agreement shall not in and of itself constitute a breach of this Agreement. Notwithstanding the foregoing, (including as an advisor, representative, agent, promoter, independent contractor, provider A) the following activities of personal services Seller shall not constitute a breach or otherwiseviolation of any covenant of Seller contained in this Section 10.7 or the Riconda Employment Agreement: (1) 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 the conduct by Seller of the CompanyeSchool Business, Holdco or any and the hiring of their respective subsidiaries or controlled affiliates Company employees, as provided in any geographic area in which Section 7.5, (2) 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) 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 ownership and operation by Seller of the Company and its business following the occurrence of a default under, and as permitted by, the Pledge Agreement or any the Security Agreement, and the exercise of its subsidiaries Seller’s rights with respect to the collateral thereunder, (3) investments in real estate or controlled affiliates (a “Competitive Business”) other assets that are not owned or used by, or passive investments in, other businesses which do not compete with the Company or QSGI, inclusive of their Affiliates, as prohibited above in this Section 10.7, and (ii4) the Executive investments in companies whose securities are publicly quoted, listed or traded, provided Employee’s ownership 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 officer, director, employee, partner, sole proprietor, trustee, beneficiary, agent, representative, independent contractor, consultant, advisor, provider of personal services, creditor, or owner not exceed five (other than by ownership of less than five 5%) percent of the outstanding capital stock or other equity interests of a publicly-held corporation whose stock is traded on a national securities exchange such company; and (B) the restrictions imposed in this Section 10.7 shall cease to be in force immediately upon the occurrence of both of the following events and at all times thereafter: (1) termination of employment under the Riconda Employment Agreement by Employee with or without Good Reason or by the Employer with or without Cause (as such capitalized terms are defined therein), and (2) either or both of (a) the occurrence of an Event of Default (subject to any period of notice and the expiration of any applicable cure period) under and as set forth in an over-the-counter market)the Convertible Note, and (b) failure by Buyer, QSGI or any QSGI Entity (as defined in the Riconda Employment Agreement) to make any payment (whether in cash or Common Stock) to Seller when due under or pursuant to this Agreement or any other Related Agreement, which failure shall continue unremedied for thirty (30) days after written notice to Buyer or QSGI from Seller.

Non-Competition. During the Employment Period, and following termination In consideration of the Executive’s employment with agreements and timely payments of the Company, Holdco and any of their affiliates, during the “Restriction Period” (as hereinafter defined)Company provided for herein, the Executive shall not directly or indirectly participate in or permit his name directly or indirectly to be used by or become associated with agrees that for a period of eighteen (including as an advisor18) months from the date of this Agreement, representativehe will not, 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 without the prior written permission of the Company, Holdco directly or any of their respective subsidiaries or controlled affiliates in any geographic area in which the Companyindirectly, 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) less than 10% enter into the employ of the consolidated gross revenues of such or render any services to any person, together firm, or corporation engaged in the manufacture or sale of products currently manufactured or distributed by the Company or its subsidiaries or divisions, which directly or indirectly compete with its affiliates, derive from activities or businesses that are in competition with any the business of the Company or any of its such divisions and subsidiaries or controlled affiliates (a “"Competitive Business”") (unless such person, firm or corporation conducts at least some business which does not constitute a Competitive Business and Executive is solely employed by, or renders services to business(es) that is (are) not a Competitive Business); (ii) the Executive does not, directly or indirectly, participate in, become associated with, or otherwise have responsibilities that relate to the conduct or operations of, engage in any Competitive Business that is conducted by such person for his own account; (iii) become associated with or a division, group, or subsidiary or affiliate of such person. For purposes of this Agreement, the term “participate” includes interested in any direct or indirect interest, whether Competitive Business as an officerindividual, partner, shareholder, creditor, director, officer, principal, agent, employee, partner, sole proprietor, trustee, beneficiary, agent, representative, independent contractor, consultant, advisoradvisor or in any other relationship or capacity (unless such business, provider of personal servicesperson or company conducts at least some business which does not constitute a Competitive Business and Executive is solely associated with or interested in business(es) which is (are) not a Competitive Business); or (iv) solicit, creditorinduce or entice, or owner (cause any other than by ownership of less than five percent person or entity to solicit, induce or entice to leave the employ of the stock Company any person who was employed or retained by the Company on the Termination Date. However, nothing in this Agreement shall preclude Executive from investing his personal assets in the securities of any corporation or other business entity which is engaged in a publicly-held corporation whose stock is business competitive with that of the Company if such securities are traded on a national securities stock exchange or in an the over-the-counter market)market and if such investment does not result in his beneficially owning, at any time, more than five percent (5%) of the publicly-traded equity securities of such competitor. Nothing in this Agreement shall preclude Executive from retaining his position or membership in trade associations and professional organizations.

Non-Competition. During the Employment Period, and following termination of the Executive’s employment with the Company, Holdco and any of their affiliatesConsultant will not, during the “Restriction Period” Term of this Agreement and for two (as hereinafter defined2) years following the Term of this Agreement or the cessation of Consultant’s services to GEO (whichever is longer), the Executive shall not for any reason whatsoever, directly or indirectly participate indirectly, anywhere in the United States, either (i) on Consultant’s own behalf or permit his name directly or indirectly to be used by or become associated with (including as an advisora partner, representativeofficer, director, trustee, employee, agent, promoter, independent contractor, provider consultant or member of personal services or otherwise) any person, firm or corporation, partnershipor otherwise, firmenter into the employ of, association or other enterprise or entity (a “person”) that isrender any service to, or intends to be, engaged engage in any business or activity which is in competition the same as or competitive with any business of the Company, Holdco or activity conducted by GEO or any of their respective subsidiaries its affiliates or controlled affiliates in majority-owned subsidiaries, as such business or activity now exists or may exist at the end of the Term or (ii) on Consultant’s own behalf or as a partner, officer, director, trustee, employee, agent, consultant or member of any geographic area in which the Companyperson, Holdco firm or corporation, or otherwise, solicit, conduct business with, enter into a business relationship with, or otherwise interfere with GEO’s or any of their respective subsidiaries its affiliates’ or controlled affiliates operatemajority-owned subsidiaries’ relationship with, compete any client or are engaged in such business customer of GEO or at such time intend so to operateany subsidiary or affiliate of GEO (including, compete without limitation, any governmental entity, agency, or become engaged in such business (a “Competitor”political subdivision); provided, however, that the foregoing will shall not prohibit be deemed to prevent Consultant from investing in securities of any company having a class of securities which is publicly traded, so long as through such investment holdings in the Executive from participating in or becoming associated with a person if (i) less aggregate, Consultant is not deemed to be the beneficial owner of more than 105% of the consolidated gross revenues class of such personsecurities that is so publicly traded. During the Term of this Agreement and for two (2) years following the Term of this Agreement, together with its affiliates, derive from activities or businesses that are in competition with any business of the Company or any of its subsidiaries or controlled affiliates (a “Competitive Business”) and (ii) the Executive does Consultant will not, directly or indirectly, participate inon Consultant’s own behalf or as a partner, become associated withshareholder, or otherwise have responsibilities that relate to the conduct or operations ofofficer, 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 officeremployee, director, employee, partner, sole proprietor, trustee, beneficiary, agent, representativeconsultant or member of any person, independent contractorfirm or corporation or otherwise, consultantseek to employ, advisorotherwise seek the services of, provider of personal servicessolicit for employment or engagement, creditoremploy, or owner (other than by ownership engage any employee or independent contractor of less than five percent GEO or any of its affiliates or majority-owned subsidiaries. Consultant recognizes that the business and activity of GEO is national in scope and therefore acknowledges and agrees that the nationwide restriction contained in this Paragraph is reasonably necessary for the protection of the stock of a publicly-held corporation whose stock is traded on a national securities exchange or in an over-the-counter market)Legitimate Business Interests.