Common use of Non-Competition Clause in Contracts

Non-Competition. During the Term and (i) for a three (3) year period following a termination of the Executive's employment by the Company for Cause or a voluntary termination by the Executive without Employee Good Reason or (ii) for eighteen (18) months following the termination of the Executive's employment by the Executive with Employee Good Reason or by the Company without Cause, the Executive shall not directly or indirectly, whether individually, as a director, manager, member, stockholder, partner, owner, employee, consultant or agent of any business, or in any other capacity, other than on behalf of the Company or an affiliate or successor 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 directly or indirectly, engages or proposes to engage in (A) designing, engineering, manufacturing, selling or distributing (x) towing systems and roof rack systems and related accessories or (y) any other product which the Company designs, engineers, manufactures, sells or distributes on or prior to the termination of the Executive's employment (the "Business") or (B) in providing services that are similar to, may be used as substitutes for or are in competition with the Business, anywhere in the world in which the Company or any of its subsidiaries engages or proposes to engage in such Business. Notwithstanding the foregoing, nothing in this Agreement shall prevent the Executive from owning for passive investment purposes not intended to circumvent this Agreement, less than five percent (5%) of the publicly traded equity securities of 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 conjunction with other affiliated parties, to select a director, manager, general partner, or similar governing official of the competing enterprise other than in connection with the normal and customary voting powers afforded the Executive in connection with any permissible equity ownership).

Non-Competition. During your employment with the Term Company and (i) for a three period of one (31) year period following a termination of thereafter (the Executive's employment by the Company for Cause or a voluntary termination by the Executive without Employee Good Reason or (ii) for eighteen (18) months following the termination of the Executive's employment by the Executive with Employee Good Reason or by the Company without Cause“Restricted Period”), the Executive shall you will not directly or indirectly, whether individuallyas an employee, as a officer, director, consultant, owner, manager, memberadvisor, stockholder, partner, owner, employee, consultant or agent of any businessinvestor, or otherwise, in any other capacity, other than on behalf of state in which the Company Group conducts business or an affiliate has customers (i) render advice or successor 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 services to, render services for (alone or in association with otherwise assist, any person, firm, corporation or business organization)association, or otherwise assist any person or entity that engages in or ownswho is engaged, invests in, operates, manages or controls any venture or enterprise which directly or indirectly, engages in the Restricted Business; (ii) hold a 2.5% or proposes to engage greater equity, voting or profit participation interest in any person, association, or entity who is engaged, directly or indirectly, in the Restricted Business or (Aiii) designingcarry on or be in any way engaged, engineeringconcerned or interested in or have business dealings with the Restricted Business. For purposes of this section, “Restricted Business” means the business of researching into, developing, manufacturing, selling distributing, selling, supplying or distributing (x) towing systems and roof rack systems and related accessories otherwise dealing with Restricted Products. “Restricted Products” means products or (y) any other product services which the Company designs, engineers, manufactures, sells or distributes on or prior to the termination are of the Executive's same or materially similar kind as the products or services (including but not limited to technical and product support, professional services, technical advice and other customer services) researched into, developed, manufactured, distributed, sold or supplied by the Group and with which you were directly connected during your employment (the "Business") or (B) in providing services that are similar to, may be used as substitutes for or are in competition with the Business, anywhere in the world in which the Company or any its predecessor or about which you have received or developed Proprietary Information by reason of your employment with the Company or its subsidiaries engages or proposes to engage in such Businesspredecessor. Notwithstanding the foregoing, nothing with prior written consent from the Company which shall not be unreasonably withheld, you may accept employment or otherwise be engaged in or involved with a competitor of the Group that has multiple lines of business provided that, during the Restricted Period, you are employed by or provide services for a business unit of such competitor that is not engaged or otherwise involved with the Restricted Business. Nothing contained in this Agreement Section 7 shall prevent the Executive prohibit you from owning for of a passive investment purposes interest of not intended to circumvent this Agreement, less more than five percent (5%) of the 2.5% in a company with publicly traded equity securities securities, and whether on your own behalf or on behalf of others. You agree that the Restricted Period shall be extended by a period equal the length of 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 conjunction with other affiliated parties, to select a director, manager, general partner, or similar governing official violation 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)this Section 7.3.

Non-Competition. During the Term and (i) for a three (3) year period following a termination Non-Competition Period, Executive shall not, without the prior written consent of the Executive's employment Vishay expressly authorized by the Company for Cause or a voluntary termination by the Executive without Employee Good Reason or (ii) for eighteen (18) months following the termination Board of the Executive's employment by the Executive with Employee Good Reason or by the Company without CauseDirectors, the Executive shall not directly or indirectly, whether individuallyown, as a director, manager, member, stockholder, partner, owner, employee, consultant or agent of any business, or in any other capacity, other than on behalf of the Company or an affiliate or successor of the Company, organize, establish, ownmanage, operate, managejoin, control, engage in, participate in, invest inin or otherwise be connected or associated with, permit his name in any manner, including as an officer, director, employee, independent contractor, subcontractor, stockholder, member, manager, partner, principal, consultant, advisor, agent, proprietor, trustee or investor, any Competing Business; provided, however, that nothing in this Agreement shall prevent Executive from (a) owning five percent (5%) or less of the stock or other securities of a publicly held corporation, so long as Executive does not in fact have the power to be used bycontrol, act as a consultant or advisor todirect the management of, render and is not otherwise associated with, such corporation, or (b) performing services for (alone an investment bank, investment advisor or in association with any personinvestment fund that may, 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 directly or indirectly, engages own, manage, operate, join, control, participate in, invest in or proposes to engage otherwise be connected or associated with, in (A) designingany manner, engineeringany Competing Business, manufacturingprovided that Executive shall not, selling directly or distributing (x) towing systems and roof rack systems and related accessories or (y) indirectly, have any other product which the Company designsresponsibility whatsoever for, engineers, manufactures, sells or distributes on or prior to the termination of the Executive's employment (the "Business") or (B) in providing provide any services that are similar whatsoever to, may or otherwise be used as substitutes for connected or are in competition associated with the Business, anywhere in the world in which the Company or any of its subsidiaries engages or proposes to engage in such Competing Business. Notwithstanding the foregoing, nothing in this Agreement if a company has separate divisions or subsidiaries, some of which conduct a Competing Business and some of which conduct other businesses which are not Competing Businesses, then the restrictions imposed hereunder with respect to Competing Businesses shall prevent apply only to the divisions or subsidiaries of such company that conduct the Competing Businesses, provided that (x) Executive from owning for passive investment purposes not intended to circumvent this Agreementshall not, less than five percent (5%) directly or indirectly, have any responsibility whatsoever for, provide any services whatsoever to, or otherwise be connected or associated with any Competing Business of the publicly traded equity securities same company, and (y) Executive obtains the prior written consent of any competing enterprise (so long as Vishay expressly authorized by the Executive has no power to manageBoard of Directors, operate, advise, consult with or control the competing enterprise and no power, alone or in conjunction with other affiliated parties, to select a director, manager, general partner, or similar governing official of the competing enterprise other than in connection with the normal and customary voting powers afforded the Executive in connection with any permissible equity ownership)which consent shall not be unreasonably withheld.

Non-Competition. During In order to induce the Term and (i) for a three (3) year period following a termination of the Executive's employment by the Company for Cause or a voluntary termination by the Executive without Employee Good Reason or (ii) for eighteen (18) months following the termination of the Executive's employment by the Executive with Employee Good Reason or by the Company without CauseCorporation to enter into this Agreement, the Executive hereby expressly covenants and agrees that he shall not not, without the express written consent of the Corporation, for his own account or jointly with any other person, for the Term, for any reason (a) participate in, engage in or be connected in any way with, directly or indirectly, whether individually, as a directorproprietor, managercontractor, employee, principal, partner, officer, stockholder, member, stockholderadvisor, partnerconsultant, owneragent or licensor (whether paid or unpaid), Competitive Activities (as defined below) anywhere in the world in which the Corporation conducts business, (b) directly or indirectly, own, manage, operate, join, control, loan money to, invest in, or otherwise participate in, or be connected with, or become or act as an officer, employee, consultant consultant, representative or agent of any business, or in any other capacity, other than on behalf of the Company or an affiliate or successor 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 Competitor (alone or in association with any person, firm, corporation or business organizationdefined below), or otherwise assist any person or entity that engages (c) intervene in or owns, invests in, operates, manages interfere with any relationships between the Corporation and its vendors or controls any venture customers or enterprise which directly prospective customers or indirectly, engages or proposes to engage in (A) designing, engineering, manufacturing, selling or distributing (x) towing systems and roof rack systems and related accessories or (y) any other product which the Company designs, engineers, manufactures, sells or distributes on or prior to the termination of the Executive's employment (the "Business") or (B) in providing services that are similar to, may be used as substitutes for or are in competition with the Businessdisrupt its customer markets, anywhere in the world in which the Company Corporation conducts business. Notwithstanding the foregoing, the Executive may at any time own, solely as a passive investor, securities of any entity, whether or not in competition with the Corporation, if (a) such securities are publicly traded on a nationally-recognized stock exchange or on NASDAQ, and (b) the aggregate holdings of such securities by the Executive and his immediate family do not exceed one percent (1%) of the voting power or one percent (1%) of the capital stock of such entity. As used herein, "Competitive Activities" means the development, sale or resale, licensing or sublicensing, distribution or redistribution, or other commercial exploitation, of packaging products, "Competitor" means any Person whose principal business consists of Competitive Activities, or any of its subsidiaries engages or proposes to engage in such Businesscombination thereof. Notwithstanding the foregoing, nothing contained in this Agreement Section 7(d) shall prevent the be deemed to prohibit Executive from owning for passive investment purposes (i) maintaining an ownership interest in, serving on the board of directors of or participating in the operations of, Olivxx Xxxcking Corporation, provided that the business activities of Olivxx Xxxcking Corporation are limited solely to trucking brokerage and warehousing and other activities not intended to circumvent this Agreement, less than five percent (5%) of the publicly traded equity securities of 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 conjunction with other affiliated parties, to select a director, manager, general partnerconstituting Competitive Activities, or similar governing official of (ii) maintaining an ownership interest in or serving on the competing enterprise other than in connection with the normal and customary voting powers afforded the Executive in connection with any permissible equity ownership).board of

Non-Competition. During the Term and (i) for a three period of six (3) year period following a termination of the Executive's employment by the Company for Cause or a voluntary termination by the Executive without Employee Good Reason or (ii) for eighteen (186) months following the termination of the Executive's ’s employment by the Executive with Employee Good Reason or by the Company without Causefor any reason, the Executive shall not directly or indirectlynot, whether individually, as a director, manager, member, stockholder, partner, owner, employee, consultant or agent of any business, or in any other capacity, other than on behalf of the Company or an affiliate or successor of the Companya subsidiary, organize, establish, own, operate, manage, control, engage in, participate in, invest in, permit his name to be used by, act as a consultant or advisor to, render services for (alone or in association with any person, firm, corporation or business organization), or otherwise assist any person or entity that engages in or owns, invests in, operates, manages or controls any venture or enterprise which directly or indirectly, engages or proposes to engage in (A) designing, engineering, manufacturing, selling or distributing (x) towing systems and roof rack systems and related accessories or (y) any other product which the Company designs, engineers, manufactures, sells or distributes on or prior to the termination of the Executive's employment (the "Business") or (B) in providing services that are similar to, may be used as substitutes for or are in competition with the Business, anywhere in the world in which business conducted by the Company or any of its subsidiaries engages on the date of the Executive’s termination of employment or proposes within twelve (12) months of the Executive’s termination of employment in the geographic locations where the Company and its subsidiaries engage or propose to engage in such business (the “Business”). Notwithstanding the foregoing, nothing in this Agreement shall prevent the Executive from (i) owning for passive investment purposes not intended to circumvent this Agreement, less than five percent (5%) of the publicly traded common equity securities of any competing enterprise company engaged in the Business (so long as the Executive has no power to manage, operate, advise, consult with or control the competing enterprise and no power, alone or in conjunction with other affiliated parties, to select a director, manager, general partner, or similar governing official of the competing enterprise other than in connection with the normal and customary voting powers afforded the Executive in connection with any permissible equity ownership), (ii) being employed by or otherwise associated with an organization or entity of which a subsidiary, division, segment, unit, etc. is engaged in the Business (a “Competing Division”), provided that (x) the Executive has no direct or indirect responsibilities or involvement with such Competing Division and (y) the Competing Division does not account for more that five percent (5%) of the gross revenues of such organization or entity for its prior fiscal year or (iii) being employed by or otherwise associated with an organization or entity engaged in the Business; provided that the Business that is competitive with the Company or any of its Subsidiaries does not account for more than five percent (5%) of the gross revenues of the Company and its Subsidiaries.

Non-Competition. For purposes of this Section 8, all references to the Company shall be deemed to include all of the Company's affiliates and subsidiaries. The Employee will not utilize his special knowledge of the business of the Company and his relationships with customers, suppliers of the Company and others to compete with the Company. During the Term of this Agreement and (i) for a three period of two (32) year period following a years after the expiration or termination of the Executive's employment by the Company for Cause or a voluntary termination by the Executive without Employee Good Reason or (ii) for eighteen (18) months following the termination of the Executive's employment by the Executive with Employee Good Reason or by the Company without Causethis Agreement, the Executive Employee shall not engage, directly or indirectly, whether individuallyor have an interest, as a directordirectly or indirectly, manager, member, stockholder, partner, owner, employee, consultant anywhere in the United States of America or agent of any business, other geographic area where the Company does business or in any other capacitywhich its products or services are marketed, other than on behalf of the Company or an affiliate or successor 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 personothers, firmas principal, corporation officer, agent, employee, director, partner or business organizationstockholder (except with respect to his employment by the Company), or otherwise assist through the investment of capital, lending of money or property, rendering of services or otherwise, in any person business competitive with or entity substantially similar to that engages engaged in or ownsby the Company at the time in question, invests inincluding without limitation, operatesthe development, manages or controls any venture or enterprise which directly or indirectlymanufacture and distribution of security products, engages or proposes to engage in (A) designingincluding, engineeringbut not limited to, manufacturingbody armor, selling or distributing (x) towing systems less-lethal munitions and roof rack systems anti-riot products for law enforcement and military agencies and related accessories products, and the provision of security services, including, but not limited to, the provision of remote site logistics, investigative due diligence, systems integration and physical asset, executive and intellectual property asset protection or (y) related services, or any other product which business engaged in by the Company designsat the time in question (it being understood hereby, engineers, manufactures, sells or distributes on or prior to that the termination ownership by the Employee of the Executive's employment (the "Business") or (B) in providing services that are similar to, may be used as substitutes for or are in competition with the Business, anywhere in the world in which the Company or any of its subsidiaries engages or proposes to engage in such Business. Notwithstanding the foregoing, nothing in this Agreement shall prevent the Executive from owning for passive investment purposes not intended to circumvent this Agreement, less than five percent (5%) or less of the publicly traded equity securities stock of any competing enterprise company listed on a national securities exchange shall not be deemed a violation of this Section 8). During the same period, the Employee shall not, and shall not permit any of his employees, agents or others under his control to, directly or indirectly, on behalf of himself or any other person, (so long as the Executive has no power to managei) call upon, 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 partneraccept business from, or similar governing official solicit the business of any person who is, or who had been at any time during the preceding two (2) years, a customer of the competing enterprise Company or any successor to the business of the Company, or otherwise divert or attempt to divert any business from the Company or any such successor, or (ii) directly or indirectly recruit or otherwise solicit or induce any person who is an employee of, or otherwise engaged by, the Company or any successor to the business of the Company to terminate his or her employment or other than in connection relationship with the normal and customary voting powers afforded Company or such successor, or hire any person who has left the Executive employ of the Company or any such successor during the preceding two (2) years. The Employee shall not at any time, directly or indirectly, use or purport to authorize any person to use any name, xxxx, logo, trade dress or other identifying words or images which are the same as or similar to those used at any time by the Company in connection with any permissible equity ownership)product or service, whether or not such use would be in a business competitive with that of the Company. Any breach or violation by the Employee of the provisions of this Section 8 shall toll the running of any time periods set forth in this Section 8 for the duration of any such breach or violation.

Non-Competition. During The Consultant hereby agrees and covenants that, other than as provided below, during the Term and (i) for a three (3) year period following a termination of the Executive's employment by the Company for Cause or a voluntary termination by the Executive without Employee Good Reason or (ii) for eighteen (18) months following the termination of the Executive's employment by the Executive with Employee Good Reason or by the Company without Causeas defined below), the Executive shall Consultant will not, will not attempt to, and will cause the Consultant’s Affiliates not to and not attempt to, without the prior written consent of Parent, directly or indirectly, whether individuallyown, manage, finance, invest in, control, engage in, operate or conduct, lend the Consultant’s name to, render services or advice to, devote material endeavor or effort to, or assist any Person or entity to conduct, the Business (other than involvement in the Business as operated by the Company, Parent or their Affiliates), or have any interest in, as a Consultant, owner, agent, employee, shareholder, officer, director, managerjoint venturer, partner, member, stockholdersecurity holder, partner, owner, employeecreditor, consultant or agent of any business, or in any other capacity, an entity (other than on behalf of the Company or an affiliate or successor of the Company, organizeParent or their Affiliates) conducting the Business; provided however, establish, that this shall not prohibit the ownership of publicly-traded securities constituting not more than 5% of the outstanding securities of an entity conducting the Business and shall not limit in any way the acquisition or ownership of securities of Parent or its Affiliates. For the avoidance of doubt the Consultant may: (a) own, operatemanage, managefinance, invest in, control, engage in, participate inoperate or conduct, lend the Consultant’s name to, render services or advice to, devote material endeavor or effort to, be employed by, a consultant to and/or an officer or director of, or assist any Person or entity to conduct, any business, entity or asset, as the case may be, which the Company or Parent owns as of the Closing; and (b) own, manage, finance, invest in, permit his control, engage in, operate or conduct, lend the Consultant’s name to be used by, act as a consultant or advisor to, render services for or advice to, devote material endeavor or effort to, be employed by, a consultant to and/or an officer or director of, or assist any Person or entity to conduct, any trade or commerce outside the Business. In this regard, the Company and Parent acknowledge that Consultant has been and remains a practicing attorney (alone or with a partnership interest in association with any person, a law firm, corporation or business organization), or otherwise assist any person or entity and that engages in or owns, invests in, operates, manages or controls any venture or enterprise which directly or indirectly, engages or proposes Consultant intends and is entitled to engage in (A) designing, engineering, manufacturing, selling or distributing (x) towing systems and roof rack systems and related accessories or (y) any other product which the Company designs, engineers, manufactures, sells or distributes on or prior continue to the termination of the Executive's employment (the "Business") or (B) in providing services that are similar to, may be used as substitutes for or are in competition with the Business, anywhere in the world in which the Company or any of its subsidiaries engages or proposes to engage in perform such Business. Notwithstanding the foregoing, nothing in this Agreement shall prevent the Executive from owning for passive investment purposes not intended to circumvent this Agreement, less than five percent (5%) of the publicly traded equity securities of 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 conjunction with other affiliated parties, to select a director, manager, general partner, or similar governing official of the competing enterprise other than in connection with the normal and customary voting powers afforded the Executive in connection with any permissible equity ownership)services.

Non-Competition. During the Term period commencing on the Effective Date and (i) for a three (3) year period following a termination of ending on the Executive's employment by the Company for Cause or a voluntary termination by the Executive without Employee Good Reason or (ii) for eighteen (18) months second anniversary following the termination of your employment for any reason (whether during or upon expiration of the Executive's employment by Term) (the Executive with Employee Good Reason “Restricted Period”), you will not (except as an officer, director, stockholder, member, manager, employee, agent or by the Company without Cause, the Executive shall not consultant of Paramount) directly or indirectly, whether individuallyown, manage, operate, join, or have a financial interest in, control or participate in the ownership, management, operation or control of, or be employed as a director, manager, member, stockholder, partner, owner, an employee, consultant agent or agent of any businessconsultant, or in any other capacityindividual or representative capacity whatsoever, other than on behalf of the Company or an affiliate use or successor of the Company, organize, establish, own, operate, manage, control, engage in, participate in, invest in, permit his your name to be used byin connection with, act or be otherwise connected in any manner with any business or enterprise engaged in the institutional pharmacy business in any state in the United States in which the Group is then engaged or planning to engage in the institutional pharmacy business (any such business or enterprise, a “Competitive Enterprise”); provided that the foregoing restriction shall not be construed to prohibit the ownership by you together with your affiliates and associates, as the case may be, of not more than two percent (2%) of any class of securities of any corporation that is engaged in any of the foregoing businesses, having a consultant or advisor toclass of securities registered pursuant to the Securities Exchange Act of 1934, render services for (alone as amended, which securities are publicly owned and regularly traded on any national exchange or in association the over-the-counter market, provided further, that such ownership represents a passive investment and that you together with any personyour affiliates and associates, 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 either directly or indirectly, engages do not manage or proposes exercise control of any such corporation, guarantee any of its financial obligations, otherwise take part in its business other than exercising your rights as a shareholder, or seek to engage do any of the foregoing; and provided further, that if any Severance Benefits due to you are not paid when due, your obligations under this paragraph 7(b) shall terminate upon failure of the Company to cure such non-payment after thirty (30) days’ prior written notice. Notwithstanding anything to the contrary in (A) designing, engineering, manufacturing, selling this Agreement or distributing (x) towing systems and roof rack systems and related accessories or (y) any other product which document or instrument, except as expressly set forth in the Company designspreceding sentence, engineers, manufactures, sells no breach or distributes failure to perform on or prior to the termination part of the Executive's employment (the "Business") or (B) in providing services that are similar to, may be used as substitutes for or are in competition with the Business, anywhere in the world in which the Company Paramount or any of its subsidiaries engages or proposes to engage in such Business. Notwithstanding the foregoing, nothing in affiliates shall relieve you of your obligations under this Agreement shall prevent the Executive from owning for passive investment purposes not intended to circumvent this Agreement, less than five percent (5%) of the publicly traded equity securities of 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 conjunction with other affiliated parties, to select a director, manager, general partner, or similar governing official of the competing enterprise other than in connection with the normal and customary voting powers afforded the Executive in connection with any permissible equity ownership)Section 7.

Non-Competition. During his employment with the Term Company and (i) for a three (3) year period following a termination the Non-Competition Period, Executive shall not, without the prior written consent of the Executive's employment by the Company for Cause or a voluntary termination by the Executive without Employee Good Reason or (ii) for eighteen (18) months following the termination of the Executive's employment by the Executive with Employee Good Reason or by the Company without CauseBoard, the Executive shall not directly or indirectly, whether individuallyown, as a director, manager, member, stockholder, partner, owner, employee, consultant or agent of any business, or in any other capacity, other than on behalf of the Company or an affiliate or successor of the Company, organize, establish, ownmanage, operate, managejoin, control, engage in, participate in, invest inin or otherwise be connected or associated with, permit his name in any manner, including as an officer, director, employee, independent contractor, subcontractor, stockholder, member, manager, partner, principal, consultant, advisor, agent, proprietor, trustee or investor, any Competing Business; provided, however, that nothing in this Agreement shall prevent Executive from (A) owning five percent (5%) or less of the stock or other securities of a publicly held corporation, so long as Executive does not in fact have the power to be used bycontrol, act as a consultant or advisor todirect the management of, render and is not otherwise associated with, such corporation, or (B) performing services for (alone an investment bank, investment advisor or in association with any personinvestment fund that may, 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 directly or indirectly, engages own, manage, operate, join, control, participate in, invest in or proposes to engage otherwise be connected or associated with, in (A) designingany manner, engineeringany Competing Business, manufacturingprovided that Executive shall not, selling directly or distributing (x) towing systems and roof rack systems and related accessories or (y) indirectly, have any other product which the Company designsresponsibility whatsoever for, engineers, manufactures, sells or distributes on or prior to the termination of the Executive's employment (the "Business") or (B) in providing provide any services that are similar whatsoever to, may or otherwise be used as substitutes for connected or are in competition associated with the Business, anywhere in the world in which the Company or any of its subsidiaries engages or proposes to engage in such Competing Business. Notwithstanding the foregoing, nothing in this Agreement if a company has separate divisions or subsidiaries, some of which conduct a Competing Business and some of which conduct other businesses which are not Competing Businesses, then the restrictions imposed hereunder with respect to Competing Businesses shall prevent apply only to the divisions or subsidiaries of such company that conduct the Competing Businesses, provided that (A) Executive from owning for passive investment purposes not intended to circumvent this Agreementshall not, less than five percent (5%) directly or indirectly, have any responsibility whatsoever for, provide any services whatsoever to, or otherwise be connected or associated with any Competing Business of the publicly traded equity securities of any competing enterprise same company, and (so long as B) Executive obtains the Executive has no power to manage, operate, advise, consult with or control the competing enterprise and no power, alone or in conjunction with other affiliated parties, to select a director, manager, general partner, or similar governing official prior written consent 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)Company, which consent shall not be unreasonably withheld.

Non-Competition. During (a) Employee agrees that during the Term and for a period of one (1) year after the termination of his employment with the Company, he will not (i) for a three (3) year period following a termination engage in or have any interest in any person, firm or corporation which engages, directly or indirectly, in competition with the Company or its subsidiaries or affiliates in the United States, in the sale of products or services of the Executive's employment by type in which Employee has been directly involved during the Term in or have any interest in any person, firm or company which engages, directly or indirectly, in competition with the Company or its subsidiaries or affiliates in the United States for Cause the business of any entity which was a customer of the Company or a voluntary termination by its subsidiaries or affiliates at any time during the Executive without Employee Good Reason Term or (ii) for eighteen (18) months following the termination solicit any employees of the Executive's employment by the Executive with Employee Good Reason or by the Company without Cause, the Executive shall not directly or indirectly, whether individually, as a director, manager, member, stockholder, partner, owner, employee, consultant or agent of any business, or in any other capacity, other than on behalf of the Company or an affiliate or successor 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 directly or indirectly, engages or proposes to engage in (A) designing, engineering, manufacturing, selling or distributing (x) towing systems and roof rack systems and related accessories or (y) any other product which the Company designs, engineers, manufactures, sells or distributes on or prior to the termination of the Executive's employment (the "Business") or (B) in providing services that are similar to, may be used as substitutes for or are in competition with the Business, anywhere in the world in which the Company or any of its parents, subsidiaries engages or proposes affiliates to engage leave their employ. (b) For the purposes of this paragraph 7, Employee will be deemed directly or indirectly engaged in a business if he participates in such Businessbusiness as a proprietor, partner, joint venturer, shareholder, director, officer, lender, manager, employee, consultant, adviser or agent or if he in any way controls such business. Notwithstanding the foregoing, nothing in Employee shall not for purposes of this Agreement shall prevent the Executive from owning for passive investment purposes not intended to circumvent this Agreement, paragraph 7 be deemed a shareholder or lender if he holds less than five percent one (51%) of the publicly traded equity outstanding securities of any competing enterprise class of any publicly- or privately-owned corporation engaged in the same or similar business to that of the Company or its subsidiaries or affiliates, provided that Employee shall not be in a control position (so long individually or as part of a group) with regard to such corporation. (c) In the Executive has no power to manageevent of a breach or threatened breach by Employee of any of the provisions of this paragraph 7, operatethe Company shall be entitled, advise, consult with upon establishing the existence of such breach or control the competing enterprise and no power, alone or in conjunction with other affiliated partiesthreatened breach, to select an injunction to be issued by any tribunal of competent jurisdiction to restrain Employee from committing or continuing any such violation. In any proceeding for an injunction and upon any motion for temporary or permanent injunction, Employee agrees that his ability to answer in damages shall not be a directorbar or be interposed as a defense to the granting of such temporary or permanent injunction against him. Employee acknowledges that the Company will not have an adequate remedy at law in the event of any breach by him as aforesaid and that the Company may suffer irreparable damage and injury in the event of such a breach by him. Nothing contained herein shall be construed as prohibiting the Company from pursuing any other remedy or remedies available to the Company, managerincluding, general partnerwithout limitation, or similar governing official the recovery 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)damages from Employee.

Non-Competition. During The Executive agrees that, during the Term and (i) for a three (3) year period following a termination Restricted Period, he or she shall not, without the prior written consent of the Executive's employment by the Company for Cause or a voluntary termination by the Executive without Employee Good Reason or (ii) for eighteen (18) months following the termination of the Executive's employment by the Executive with Employee Good Reason or by the Company without CauseCorporation, the Executive shall not directly or indirectly, whether individually, as a director, manager, member, stockholder, partner, owner, employee, consultant (i) carry on or agent engage in business activities that are competitive with any aspect of any business, the Business within the Restricted Territory on his or in any other capacity, other than her own or on behalf of the Company any Person or an affiliate any Principal or successor Representative of any Person; (ii) hold a position with any Person engaging in any business activities that are competitive with any aspect of the CompanyBusiness, organizewhether as employee, 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)consultant, or otherwise assist any person or entity that engages otherwise, in or owns, invests in, operates, manages or controls any venture or enterprise which directly or indirectly, engages or proposes to engage in (A) designingthe Executive will have duties, engineeringor will perform or be expected to perform services for such Person, manufacturingthat relate to such business activities that are competitive with any aspect of the Business within the Restricted Territory (for the avoidance of doubt, selling or distributing (x) towing systems and roof rack systems and related accessories or (y) any other product which the Company designs, engineers, manufactures, sells or distributes on or prior to the termination extent the Executive will only have duties with respect to, and will only perform or be expected to perform services for, aspects of such Person’s business that are not competitive with any aspect of the Executive's employment Business, such activity shall not be restricted by the foregoing clause (the "Business") A)), or (B) in providing services the Executive will use or disclose or be reasonably expected to use or disclose any Confidential Information for the purpose of providing, or attempting to provide, such Person with a competitive advantage with respect to such business activities that are similar tocompetitive with any aspect of the Business within the Restricted Territory; or (iii) own any interest in or organize any Person which engages in any business activities that are competitive with any aspect of the Business within the Restricted Territory; provided, may be used as substitutes for or are in competition with the Businesshowever, anywhere in the world in which the Company or any of its subsidiaries engages or proposes to engage in such Business. Notwithstanding the foregoing, that nothing in this Agreement Section 7(d) shall prevent prohibit or limit the Executive from owning Executive’s ability to purchase or hold, solely for passive investment purposes not intended purposes, up to circumvent this Agreement, less than five two percent (52%) of the stock of any publicly traded equity securities entity (whether or not it engages in any business activities that are competitive with any aspect of any competing enterprise (the Business within the Restricted Territory) so long as the Executive has no power to manageis not actively involved in the management, operate, advise, consult with operations or control the competing enterprise and no power, alone or in conjunction with other affiliated parties, to select a director, manager, general partner, or similar governing official of the competing enterprise other than in connection with the normal and customary voting powers afforded the Executive in connection with any permissible equity ownership)business thereof.

Non-Competition. During the Term and (i) for a three (3) year period following a termination of the Executive's employment by the Company for Cause or a voluntary termination by the Executive without Employee Good Reason or (ii) for eighteen (18) months following the termination of the Executive's employment by the Executive with Employee Good Reason or by the Company without CauseNon-Competition Period, the Executive shall not not, without the prior written consent of an authorized officer of Vishay, directly or indirectly, whether individuallyown, as a director, manager, member, stockholder, partner, owner, employee, consultant or agent of any business, or in any other capacity, other than on behalf of the Company or an affiliate or successor of the Company, organize, establish, ownmanage, operate, managejoin, control, engage in, participate in, invest inin or otherwise be connected or associated with, permit his name in any manner, including as an officer, director, employee, independent contractor, subcontractor, stockholder, member, manager, partner, principal, consultant, advisor, agent, proprietor, trustee or investor, any Competing Business; provided, however, that nothing in this Agreement shall prevent Executive from (a) owning five percent (5%) or less of the stock or other securities of a publicly held corporation, so long as Executive does not in fact have the power to be used bycontrol, act as a consultant or advisor todirect the management of, render and is not otherwise associated with, such corporation, or (b) performing services for (alone an investment bank, investment advisor or in association with any personinvestment fund that may, 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 directly or indirectly, engages own, manage, operate, join, control, participate in, invest in or proposes to engage otherwise be connected or associated with, in (A) designingany manner, engineeringany Competing Business, manufacturingprovided that Executive shall not, selling directly or distributing (x) towing systems and roof rack systems and related accessories or (y) indirectly, have any other product which the Company designsresponsibility whatsoever for, engineers, manufactures, sells or distributes on or prior to the termination of the Executive's employment (the "Business") or (B) in providing provide any services that are similar whatsoever to, may or otherwise be used as substitutes for connected or are in competition associated with the Business, anywhere in the world in which the Company or any of its subsidiaries engages or proposes to engage in such Competing Business. Notwithstanding the foregoing, nothing in this Agreement if a company has separate divisions or subsidiaries, some of which conduct a Competing Business and some of which conduct other businesses which are not Competing Businesses, then the restrictions imposed hereunder with respect to Competing Businesses shall prevent apply only to the divisions or subsidiaries of such company that conduct the Competing Businesses, provided that (x) Executive from owning for passive investment purposes not intended to circumvent this Agreementshall not, less than five percent (5%) directly or indirectly, have any responsibility whatsoever for, provide any services whatsoever to, or otherwise be connected or associated with any Competing Business of the publicly traded equity securities same company, and (y) Executive obtains the prior written consent of any competing enterprise (so long as the Executive has no power to manageVishay, operate, advise, consult with or control the competing enterprise and no power, alone or in conjunction with other affiliated parties, to select a director, manager, general partner, or similar governing official of the competing enterprise other than in connection with the normal and customary voting powers afforded the Executive in connection with any permissible equity ownership)which consent shall not be unreasonably withheld.

Non-Competition. During Each Party covenants and agrees that, from the Term and Effective Time until the second (i2nd) for a three (3) year period following a termination anniversary of the Executive's employment by Distribution Date (the Company for Cause or a voluntary termination by the Executive without Employee Good Reason or (ii) for eighteen (18) months following the termination “Non-Compete Period”), neither Party will, and will cause each other member of the Executive's employment by the Executive with Employee Good Reason or by the Company without Causeits respective Group not to, the Executive shall not directly or indirectly, whether individuallyown, as a director, manager, member, stockholder, partner, owner, employee, consultant or agent of any business, or in any other capacity, other than on behalf of the Company or an affiliate or successor of the Company, organize, establish, owninvest in, operate, manage, control, participate or engage inin any Prohibited Business (as applicable) without the prior written consent of the other Party; provided, participate inthat nothing in this Section 5.5(a) will prohibit (i) the ownership by Parent or SpinCo, 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)the case may be, or otherwise assist any person member of its respective Group, of debt, equity or entity any other class of securities of any Person that engages in or owns, invests in, operates, manages manages, controls, participates or controls any venture or enterprise which engages directly or indirectlyindirectly in a Prohibited Business (as applicable), engages provided ownership of such securities (either directly, indirectly or proposes to engage in (Aupon conversion) designing, engineering, manufacturing, selling or distributing (x) towing systems and roof rack systems and related accessories is less than 5% of such class of securities of such Person or (yii) any other product which the Company designs, engineers, manufactures, sells exercising its rights or distributes on performing or prior to the termination of the Executive's employment (the "Business") or (B) in providing services that are similar to, may be used as substitutes for or are in competition complying with the Business, anywhere in the world in which the Company its obligations under this Agreement or any of its subsidiaries engages or proposes to engage in such BusinessAncillary Agreement. Notwithstanding the foregoing, nothing in this Agreement shall prevent the Executive event that a merger, acquisition, consolidation or other business combination with or from owning for passive investment purposes not intended to circumvent this Agreementan affiliated Person that directly or indirectly owns, invests in, operates, manages, controls, participates or engages in a Prohibited Business (so long as such Prohibited Business represents less than five 40% of such Person’s consolidated assets or revenue) results in Parent or SpinCo, as the case may be, directly or indirectly owning, investing in, operating, managing, controlling, participating or engaging in a Prohibited Business in breach of this Section 5.5(a) at the time of such transaction, such transaction (and resulting operations of such business) shall not be deemed a breach of this Section 5.5(a) if the consolidated assets or revenue earnings attributable to the Prohibited Business represent no greater than twenty percent (520%) of the publicly traded equity securities of any competing enterprise (so long as the Executive has no power to manage, operate, advise, consult with resulting Person’s consolidated assets or control the competing enterprise and no power, alone or in conjunction with other affiliated parties, to select a director, manager, general partner, or similar governing official of the competing enterprise other than in connection with the normal and customary voting powers afforded the Executive in connection with any permissible equity ownership)revenue.

Non-Competition. During (a) Employee agrees that during the Term and for a period of one (1) year after the termination of his employment with the Company, he will not (i) for a three (3) year period following a termination engage in or have any interest in any person, firm or corporation which engages, directly or indirectly, in competition with the Company or its subsidiaries or affiliates in the United States, in the sale of products or services of the Executive's employment by type in which Employee has been directly involved during the Term in or have any interest in any person, firm or company which engages, directly or indirectly, in competition with the Company or its subsidiaries or affiliates in the United States for Cause the business of any entity which was a customer of the Company or a voluntary termination by its subsidiaries or affiliates at any time during the Executive without Employee Good Reason Term or (ii) for eighteen (18) months following the termination solicit any employees of the Executive's employment by the Executive with Employee Good Reason or by the Company without Cause, the Executive shall not directly or indirectly, whether individually, as a director, manager, member, stockholder, partner, owner, employee, consultant or agent of any business, or in any other capacity, other than on behalf of the Company or an affiliate or successor 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 directly or indirectly, engages or proposes to engage in (A) designing, engineering, manufacturing, selling or distributing (x) towing systems and roof rack systems and related accessories or (y) any other product which the Company designs, engineers, manufactures, sells or distributes on or prior to the termination of the Executive's employment (the "Business") or (B) in providing services that are similar to, may be used as substitutes for or are in competition with the Business, anywhere in the world in which the Company or any of its parents, subsidiaries engages or proposes affiliates to engage leave their employ. (b) For the purposes of this paragraph 7, Employee will be deemed directly or indirectly engaged in a business if he participates in such Businessbusiness as a proprietor, partner, joint venturer, shareholder, director, officer, lender, manager, employee, consultant, adviser or agent or if he in any way controls such business. Notwithstanding the foregoing, nothing in Employee shall not for purposes of this Agreement shall prevent the Executive from owning for passive investment purposes not intended to circumvent this Agreement, paragraph 7 be deemed a shareholder or lender if he holds less than five percent one (51%) of the publicly traded equity outstanding securities of any competing enterprise class of any publicly- or privately-owned corporation engaged in the same or similar business to that of the Company or its subsidiaries or affiliates, PROVIDED THAT Employee shall not be in a control position (so long individually or as part of a group) with regard to such corporation. (c) In the Executive has no power to manageevent of a breach or threatened breach by Employee of any of the provisions of this paragraph 7, operatethe Company shall be entitled, advise, consult with upon establishing the existence of such breach or control the competing enterprise and no power, alone or in conjunction with other affiliated partiesthreatened breach, to select an injunction to be issued by any tribunal of competent jurisdiction to restrain Employee from committing or continuing any such violation. In any proceeding for an injunction and upon any motion for temporary or permanent injunction, Employee agrees that his ability to answer in damages shall not be a directorbar or be interposed as a defense to the granting of such temporary or permanent injunction against him. Employee acknowledges that the Company will not have an adequate remedy at law in the event of any breach by him as aforesaid and that the Company may suffer irreparable damage and injury in the event of such a breach by him. Nothing contained herein shall be construed as prohibiting the Company from pursuing any other remedy or remedies available to the Company, managerincluding, general partnerwithout limitation, or similar governing official the recovery 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)damages from Employee.

Non-Competition. During the Term and (i) for a three (3) year period following a termination In consideration of the Company’s obligation to make the Severance Payments under certain circumstances (as described in Section 1(a) above) and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged by Executive's , Executive hereby agrees and covenants that, during Executive’s employment by the Company and for Cause or a voluntary termination by the Executive without Employee Good Reason or period of twenty-four (ii) for eighteen (1824) months following thereafter (the termination “Restricted Period”), Executive shall not, without the prior written consent of the Executive's employment by the Executive with Employee Good Reason or by the Company without CauseCompany, the Executive shall not directly or indirectly, whether individuallyengage in or become associated with a Competitive Activity. For purposes of this Agreement, as (i) “Competitive Activity” means any business or other endeavor involving Similar Products if such business or endeavor is in a directorcountry (including the United States) in which the Company (or any of its businesses) provides or planned to provide during Executive’s employment by the Company such Similar Products and (ii) “Similar Products” means (A) any time share or vacation ownership exchange service or program (the “Exchange Business”); (B) any travel agency, managerclub or service that provides such services to anyone engaged in the Exchange Business or their members; (C) any travel agency, memberclub or service that is competitive with the Company’s travel and leisure membership programs, stockholderincluding, partnerbut not limited to, ownerthe Interval Gold, employeeLeisure Time Passport or LiveItUp membership programs; (D) hotel management or vacation condominium, consultant hotel condominium, timeshare or agent of any business, rental property management services; or in (E) any other capacityproducts or services that are the same or similar to any of the types of products or services that the Company (or any of its businesses) provides, other than has provided or planned to provide during Executive’s employment by the Company. The provisions of subsections (b)(ii)(B) through (E) shall only apply if Executive has provided services on behalf of the Company or an affiliate or successor its affiliates in direct support of the Companybusinesses described in such subsections. Executive shall be considered to have become “associated with a Competitive Activity” if Executive becomes directly or indirectly involved as an owner, organizeprincipal, establishemployee, ownofficer, operatedirector, manageindependent contractor, controlrepresentative, engage instockholder, participate infinancial backer, invest inagent, permit his name to be used bypartner, act as a member, advisor, lender, consultant or advisor to, render services for (alone in any other individual or in association representative capacity with any personindividual, firmpartnership, corporation or business organization), or otherwise assist any person or entity other organization that engages is engaged in or owns, invests in, operates, manages or controls any venture or enterprise which directly or indirectly, engages or proposes to engage in (A) designing, engineering, manufacturing, selling or distributing (x) towing systems and roof rack systems and related accessories or (y) any other product which the Company designs, engineers, manufactures, sells or distributes on or prior to the termination of the Executive's employment (the "Business") or (B) in providing services that are similar to, may be used as substitutes for or are in competition with the Business, anywhere in the world in which the Company or any of its subsidiaries engages or proposes to engage in such Businessa Competitive Activity. Notwithstanding the foregoing, nothing in this Agreement shall prevent Executive may make and retain investments during the Executive from owning Restricted Period, for passive investment purposes not intended to circumvent this Agreementonly, in less than five one percent (51%) of the publicly traded equity securities outstanding capital stock of any competing enterprise (so long as publicly-traded corporation engaged in a Competitive Activity if the stock of such corporation is either listed on a national stock exchange or on the NASDAQ National Market System if Executive has no power is not otherwise affiliated with such corporation. Executive acknowledges that Executive’s covenants under this Section 3(b) are a material inducement to manage, operate, advise, consult with or control the competing enterprise and no power, alone or in conjunction with other affiliated parties, to select a director, manager, general partner, or similar governing official of the competing enterprise other than in connection with the normal and customary voting powers afforded the Executive in connection with any permissible equity ownership)Company’s entering into this Agreement.

Non-Competition. During his employment with the Term Company and (i) for a three (3) year period following a termination the Non-Competition Period, Executive shall not, without the prior written consent of the Executive's employment by the Company for Cause or a voluntary termination by the Executive without Employee Good Reason or (ii) for eighteen (18) months following the termination of the Executive's employment by the Executive with Employee Good Reason or by the Company without CauseBoard, the Executive shall not directly or indirectly, whether individuallyown, as a director, manager, member, stockholder, partner, owner, employee, consultant or agent of any business, or in any other capacity, other than on behalf of the Company or an affiliate or successor of the Company, organize, establish, ownmanage, operate, managejoin, control, engage in, participate in, invest inin or otherwise be connected or associated with, permit his name in any manner, including as an officer, director, employee, independent contractor, subcontractor, stockholder, member, manager, partner, principal, consultant, advisor, agent, proprietor, trustee or investor, any Competing Business; provided, however, that nothing in this Agreement shall prevent Executive from (A) owning five percent (5%) or less of the stock or other securities of a publicly held corporation, so long as Executive does not in fact have the power to be used bycontrol, act as a consultant or advisor todirect the management of, render and is not otherwise associated with, such corporation, or (B) performing services for (alone an investment bank, investment advisor or in association with any personinvestment fund that may, 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 directly or indirectly, engages own, manage, operate, join, control, participate in, invest in or proposes to engage otherwise be connected or associated with, in (A) designingany manner, engineeringany Competing Business, manufacturingprovided that Executive shall not, selling directly or distributing (x) towing systems and roof rack systems and related accessories or (y) indirectly, have any other product which the Company designsresponsibility whatsoever for, engineers, manufactures, sells or distributes on or prior to the termination of the Executive's employment (the "Business") or (B) in providing provide any services that are similar whatsoever to, may or otherwise be used as substitutes for connected or are in competition associated with the Business, anywhere in the world in which the Company or any of its subsidiaries engages or proposes to engage in such Competing Business. Notwithstanding the foregoing, nothing in this Agreement if a company has separate divisions or subsidiaries, some of which conduct a Competing Business and some of which conduct other businesses which are not Competing Businesses, then the restrictions imposed hereunder with respect to Competing Businesses shall prevent apply only to the divisions or subsidiaries of such company that conduct the Competing Businesses, provided that (A) Executive from owning for passive investment purposes not intended to circumvent this Agreementshall not, less than five percent (5%) directly or indirectly, have any responsibility whatsoever for, provide any services whatsoever to, or otherwise be connected or associated with any Competing Business of the publicly traded equity securities of any competing enterprise same company, and (so long as B) Executive obtains the Executive has no power to manage, operate, advise, consult with or control the competing enterprise and no power, alone or in conjunction with other affiliated parties, to select a director, manager, general partner, or similar governing official prior written consent of the competing enterprise other than in connection Company, which consent shall not be unreasonably with the normal and customary voting powers afforded the Executive in connection with any permissible equity ownership)held.

Non-Competition. During a. So long as employee is employed by TCI, and such employment has not been terminated, Employee agrees to devote his full working time, attention and energies to the Term performance of his assigned duties, and (i) for a three (3) year period following a termination of the Executive's employment by the Company for Cause or a voluntary termination by the Executive without Employee Good Reason or (ii) for eighteen (18) months following the termination of the Executive's employment by the Executive with Employee Good Reason or by the Company without Causeshall not, the Executive shall not directly or indirectly, whether individually, alone or as a director, manager, member, stockholder, partner, owner, employee, consultant or agent member of any businesspartnership, or in as an officer, director or employee of any other capacitycorporation, partnership or other organization (other than on behalf of the Company charitable or an affiliate other not-for-profit organizations), be actively engaged in or successor 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 concerned with any person, firm, corporation other duties or business organization)pursuits which interfere with the performance of his duties hereunder, or otherwise assist which, even if not interfering, may be inimical to or contrary to the best interests of TCI. Nothing contained herein is intended to prohibit Employee's passive investment activities so long as they are in compliance with the last sentence of Section 6.b. b. Employee also agrees that he will not, so long as he is an employee or officer of TCI or any person of its subsidiaries, or entity that engages in or ownsduring the Severance/Consulting Period, invests in, operates, manages or controls any venture or enterprise which directly or indirectly, engages as owner, partner, joint venture, stockholder, employee, broker, agent, principal, trustee, corporate officer, director, licensor or proposes to in any capacity whatsoever, engage or become financially interested in, be employed by, or have any connection with, any business competing with TCI or any of its subsidiaries, in (A) designing, engineering, manufacturing, selling or distributing (x) towing systems and roof rack systems and related accessories or (y) any other product which geographic area where the Company designs, engineers, manufactures, sells or distributes on or prior to the termination business of the Executive's employment (the "Business") or (B) in providing services that are similar to, may be used as substitutes for or are in competition with the Business, anywhere in the world in which the Company TCI or any of its subsidiaries engages is being or proposes to engage had been conducted in any manner whatsoever, provided, however, that Employee may own any securities of any public corporation which is engaged in such Business. Notwithstanding business but in an amount not to exceed at any one time one percent of any class of stock or securities of such company. c. Except in furtherance of his duties to TCI, Employee further agrees that in order to protect TCI's trade secrets, during the term of this Agreement or during the Severance/Consulting Period, he will not, directly or indirectly, participate in any effort to develop, manufacture or market products or services that compete with TCI's products or services (including products or services that TCI can demonstrate it intends to develop or are under development). d. In addition to the foregoing, nothing in during the term of this Agreement shall prevent and during the Executive from owning for passive investment purposes Severance/Consulting Period, Employee will not intended to circumvent this Agreementcause, less than five percent directly or indirectly, (5%1) any employee, consultant or independent contractor of the publicly traded equity securities Company, or (2) any customer, potential customer, or partner of 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 conjunction with other affiliated partiesCompany, to select a director, manager, general partner, sever or similar governing official of the competing enterprise other than in connection modify their relationship with the normal Company in any respect. e. Employee acknowledges that any payments or benefits provided under this Agreement by TCI during the Severance/Consulting Period are made expressly contingent upon Employee's continued compliance with this Section 6 and customary voting powers afforded the Executive Inventions Agreement during the Severance/Consulting Period. As a result, TCI shall be entitled to discontinue any payments or benefits provided during the Severance/Consulting Period if Employee is in connection with violation of this Section 6 or the Inventions Agreement in any permissible equity ownership).respect,

Non-Competition. During the Term and (i) for a three (3) year period following a termination Employee acknowledges that the Confidential Information in his possession would enable Employee to establish goodwill with the Customers and potential Customers, and vendors and suppliers, who provide products and services to or on behalf of the Executive's employment by Company, or who receive products or services from the Company for Cause and that the Confidential Information constitutes a valuable asset of the Company or a voluntary termination by its Affiliates. Employee also acknowledges that he has developed relationships with Customers, potential Customers, vendors, suppliers, employees, contractors or potential contractors and consultants or potential consultants of the Executive without Company. Employee Good Reason or further acknowledges and agrees that the scope of the Restricted Territory and Restricted Period is reasonable and necessary to protect the legitimate business interests of the Company and its Affiliates. (ii) for eighteen (18) months following Accordingly, Employee agrees that during the termination Restricted Period Employee and each Affiliate of Employee shall not, anywhere in the Executive's employment by the Executive with Employee Good Reason or by the Company without CauseRestricted Territory, the Executive shall not directly or indirectly, whether individually, as a director, manager, member, stockholder, partner, owner, employee, consultant or agent of any business, either alone or in conjunction with any other capacityPerson, other than on behalf of the Company or an affiliate or successor of the Company, organize, establish, own, operate, manage, controlconduct, engage in, participate in, invest in, permit his name to be used by, act as a consultant render services or advisor advice to, render services for finance or participate or become interested in (alone in any manner, whether as manager, employee, officer, director, consultant, contractor, owner, partner or in association with any person, firm, corporation or business organization)otherwise, or otherwise assist through equity ownership or other investment or financial interest) any person company, enterprise, venture, entity, business or entity other Person (other than the Company or its Affiliates) that engages in or owns, invests in, operates, manages or controls any venture or enterprise which directly or indirectly, engages or proposes to engage in (A) designingthe design, engineeringdevelopment, manufacturingmanufacture, selling production, distribution, marketing, installation or distributing (x) towing systems and roof rack systems and sale of any mercury removal products or business or related accessories equipment, supplies or (y) any other product which products, that is or are, in whole or in part, the Company designssame as, engineers, manufactures, sells or distributes on or prior to the termination of the Executive's employment (the "Business") or (B) in providing services that are similar to, may be used as substitutes for or are in competition competitive with the Business, anywhere in the world in which the Company or any of its subsidiaries engages the Company’s products or proposes services; provided however, that the foregoing restriction shall not apply to engage in such Business. Notwithstanding the foregoing, nothing in this Agreement shall prevent the Executive from owning for passive investment purposes not intended to circumvent this Agreement, ownership of less than five one percent (5%) of the publicly traded outstanding equity securities of any competing enterprise (so long as a Person having securities that are listed for trading on a national securities exchange, subject to the Executive has no power to manage, operate, advise, consult with or control the competing enterprise other restrictions and no power, alone or covenants in conjunction with other affiliated parties, to select a director, manager, general partner, or similar governing official of the competing enterprise other than in connection with the normal and customary voting powers afforded the Executive in connection with any permissible equity ownership)this Agreement.

Non-Competition. During (a) The Executive hereby acknowledges that the Term services which he will perform for the Company are of a special and unique nature, and that the Company would find it extremely difficult or impossible to replace the Executive. Accordingly, the Executive agrees that, in consideration of this Agreement and the payments to be received by him hereunder in the event the occurrence of certain actions as specified herein, the Executive will not (i) for a three from and after the date hereof through the period during which the Executive continues to be employed by the Company (3the "Employment Period"), and (ii) year period following a termination in the event of the Executive's employment by termination or resignation hereunder pursuant to the provisions set forth in Sections 2 and 4 hereof, for the one-year period thereafter (the "Non-Competition Period"), directly or indirectly, own, manage, operate, join, control or participate in the ownership, management, operation or control of, or be connected as a director, officer, employee, partner, lender, consultant or Otherwise ("Participate" or a "Participation") with, any business or organization in any part of the United States in which the Company sells products or provides services, which Competes with the Company (as hereinafter defined), except with the Company's prior written consent. For purposes of this Agreement, a business or organization shall be deemed to "Compete with the Company" if such business or entity is engaged in the residential and/or commercial security business, and the residential and/or commercial security business constitutes the majority of such business or organization's business operations; provided, however, that with respect to a business or organization in which the residential and/or commercial security business constitutes less than the majority of such business or organization's business operations, the Executive shall be prohibited hereunder from Participating in the division, segment or other portion of such business or entity which is engaged in the residential and/or commercial security business during the Non-Competition Period. Nothing in this paragraph shall prohibit the Executive from owning for Cause investment purposes an aggregate of up to 3% of the publicly traded securities of any corporation listed on the New York or a voluntary termination American Stock Exchange or whose securities are quoted on the NASDAQ National Market, provided that there shall be no limitation on the percentage of ownership of the Company or any successor thereto that may be owned by the Executive without Employee Good Reason or (ii) for eighteen (18) months following hereunder. Notwithstanding anything which may be to the termination of the Executive's employment by the Executive with Employee Good Reason or by the Company without Causecontrary herein, the Executive shall not directly be required to cease Participation in any business or indirectlyorganization which begins to Compete with the Company subsequent to the time when the Executive commences such Participation, whether individuallyprovided that such business or organization began to Compete with the Company through no action, as a director, manager, member, stockholder, partner, owner, employee, consultant or agent of any businessassistance, or in any other capacity, other than on behalf of the Company or an affiliate or successor 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 directly or indirectly, engages or proposes to engage in (A) designing, engineering, manufacturing, selling or distributing (x) towing systems and roof rack systems and related accessories or (y) any other product which the Company designs, engineers, manufactures, sells or distributes on or prior to the termination plan of the Executive's employment (the "Business") or (B) in providing services that are similar to, may be used as substitutes for or are in competition with the Business, anywhere in the world in which the Company or any of its subsidiaries engages or proposes to engage in such Business. Notwithstanding the foregoing, nothing in this Agreement shall prevent the Executive from owning for passive investment purposes not intended to circumvent this Agreement, less than five percent (5%) of the publicly traded equity securities of 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 conjunction with other affiliated parties, to select a director, manager, general partner, or similar governing official of the competing enterprise other than in connection with the normal and customary voting powers afforded the Executive in connection with any permissible equity ownership).

Non-Competition. During the Term and Restricted Period, Shareholder shall not, directly or indirectly,without the prior written consent of La-Man, (i) for a three (3) year period following a termination own, manage, operate, join, control, finance participate in the ownership, management, operation, control or financing of, or be connected as an officer, director, employee, partner, principal, agent, representative, consultant, licensor, licensee or otherwise with, any business or enterprise engaged in any business which is competitive with the business of Ad Art and Acquisitions Corp., within each of the Executive's employment by geographical units which are listed in Appendix A hereto (the Company for Cause or a voluntary termination by the Executive without Employee Good Reason ---------- "Territory"), or (ii) for eighteen (18) months following the termination of the Executive's employment by the Executive with Employee Good Reason or by the Company without Cause, the Executive shall not directly or indirectly, whether individually, as a director, manager, member, stockholder, partner, owner, employee, consultant or agent of any business, or engage in any other capacitymanner, other than on behalf within the Territory, in any business which is competitive with the business of Ad Art and Acquisitions Corp. For the Company or an affiliate or successor purposes of this Section 3, the Company"business of Ad Art and Acquisitions Corp." shall be defined as set forth in Appendix B hereto. Notwithstanding the ---------- above, organize, establish, own, operate, manage, control, engage in, participate in, invest in, permit his name Shareholder shall not be deemed 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 engaged directly or indirectly, engages or proposes to engage indirectly in any business in contravention of subparagraphs (A) designing, engineering, manufacturing, selling or distributing (x) towing systems and roof rack systems and related accessories or (y) any other product which the Company designs, engineers, manufactures, sells or distributes on or prior to the termination of the Executive's employment (the "Business"i) or (Bii) above, if Shareholder participates in providing services that are similar to, may be used any such business solely as substitutes for or are in competition with the Business, anywhere in the world in which the Company or any of its subsidiaries engages or proposes a passive investor holding up to engage in such Business. Notwithstanding the foregoing, nothing in this Agreement shall prevent the Executive from owning for passive investment purposes not intended to circumvent this Agreement, less than five percent (5%) 1% of the publicly traded equity securities of any competing enterprise (so long as the Executive has no power to managea company or partnership, 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 partnerwhich securities are publicly traded, or similar governing official of the competing Shareholder is employed by a business or enterprise that is engaged primarily in a business other than in connection the business of any of Acquisitions Corp., Ad Art or La-Man and Shareholder does not apply his or her expertise at such business or enterprise to that part of such business or enterprise that is or could be competitive with the normal and customary voting powers afforded the Executive in connection with business of any permissible equity ownership)of Acquisitions Corp., Ad Art or La-Man.

Non-Competition. During In consideration of the Term promises contained herein and (i) 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 or any company or entity of the WEX Group and for a three (3) year period following a termination of the Executive's employment by the Company for Cause or a voluntary termination by the Executive without Employee Good Reason or (ii) for eighteen (18) twelve months following the termination of the Executive's his/her employment by the Executive with Employee Good Reason or by the Company without Causeand any company or entity of the WEX Group for any reason, he/she shall not, on behalf of the Executive shall not Grantee him/herself or on behalf of or in conjunction with any other person, entity or organization other than the Company or any company or entity of the WEX Group, whether as an agent or otherwise: become employed by, render services to or directly or indirectlyindirectly (whether for compensation or otherwise, and whether individuallyas an employee, as a directoremployer, managerconsultant, memberagent, principal, partner, stockholder, partnerlender, ownerinvestor, employeecorporate officer, consultant or agent of any businessboard member, director, or in any other individual or representative capacity), other than on behalf own or hold a proprietary interest in, manage, operate, or control, or join or participate in the ownership, management, operation or control of, or furnish any capital to or be connected in any manner with, any Competing Enterprise. For purposes of this Paragraph (5bis), a “Competing Enterprise” means any entity, organization or person engaged, or planning to become engaged, in substantially the same or similar business to that being conducted or actively and specifically planned to be conducted during the Grantee’s employment with the Company or an affiliate any company or successor entity of the CompanyWEX Group or within six months after the Grantee’s termination of employment with the Company or any company or entity of the WEX Group. It includes, organizewithout limitation: (i) the business of developing, establishmanaging, ownoperating, operatemarketing, manageprocessing, 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)financing, or otherwise assist being involved in providing any person products or entity that engages in services relating to transaction or ownspayment processing, invests inincluding those for the benefit of fleets; travel; healthcare; education; payroll; or, operatesbenefits through charge cards, manages credit cards, procurement cards or controls any venture or enterprise which directly or indirectly, engages or proposes to engage in (A) designing, engineering, manufacturing, selling or distributing (x) towing systems and roof rack systems and related accessories or (y) any other form of payment services or electronic commerce; (ii) the sale, distribution or publication of petroleum product which the Company designs, engineers, manufactures, sells pricing or distributes on management information or prior other products or services currently sold or to the termination best of the Executive's employment (the "Business") or (B) in providing services that are similar to, may his/her knowledge contemplated to be used as substitutes for or are in competition with the Business, anywhere in the world in which sold by the Company or any of its subsidiaries engages owned or proposes to engage controlled subsidiaries, and (iii) the business of developing, managing, operating, marketing, processing, financing, or otherwise being involved in such Businessproviding commercial travel, entertainment and purchasing credit cards. Notwithstanding If notwithstanding the foregoing, nothing severability provisions in this Agreement shall prevent the Executive from owning for passive investment purposes not intended to circumvent this Agreement, less than five percent (5%Paragraph 5(bis) as set out above would be considered to be null and void, the Company, acting on behalf of the publicly traded equity securities of any competing enterprise employer, and the Grantee, agree to be bound by the following provision if the Grantee does not qualify as a sales representative (so long as the Executive has no power to manage, operate, advise, consult with or control the competing enterprise and no power, alone or in conjunction with other affiliated parties, to select a director, manager, general partner, or similar governing official of the competing enterprise other than in connection with the normal and customary voting powers afforded the Executive in connection with any permissible equity ownership).“Belgian Alternative Provision 1”):

Non-Competition. During Executive acknowledges that he has and, while employed, will acquire unique and valuable experience with respect to the Term businesses, 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) (ibut in no event longer than two (2) for a three (3) year period years following a Executive’s termination of employment) hereof, he will not directly or indirectly compete with the business of the Company or its subsidiaries. For purposes of this Agreement, the term “compete with the business of the Company and its subsidiaries” shall include Executive's employment ’s participation in any operations whose primary business competes with any business now conducted by the Company for Cause or a voluntary termination by its subsidiaries, including the Executive without Employee Good Reason sale or rental of menswear (ii) for eighteen (18) months following including formalwear), men’s accessories or men’s shoes at retail, the termination sale or rental of the Executive's employment by the Executive with Employee Good Reason occupational uniforms or other corporate wear merchandise, dry cleaning or any material line of business proposed to be conducted by the Company without Cause, the or one or more of its subsidiaries known to Executive shall not directly or indirectly, whether individually, and with respect to which Executive devoted time as a director, manager, member, stockholder, partner, owner, employee, consultant or agent part of any business, or in any other capacity, other than his employment hereunder on behalf of the Company or one or more of its subsidiaries, whether such participation is individually or as an affiliate officer, director, joint venturer, agent or successor holder of the Company, organize, establish, own, operate, manage, control, engage in, participate in, invest in, permit his name to be used by, act an interest (except as a consultant holder of a less than 1% interest in a publicly traded entity or advisor tomutual fund) of any individual, render services for (alone or in association with any personcorporation, firmassociation, corporation or business organization)partnership, or otherwise assist any person or entity that engages in or owns, invests in, operates, manages or controls any joint venture or enterprise which directly or indirectlyother business entity so engaged. This non-competition covenant shall be applicable with respect to the United States, engages or proposes to engage in (A) designingCanada, engineering, manufacturing, selling or distributing (x) towing systems the United Kingdom and roof rack systems and related accessories or (y) any other product country in which the Company designs, engineers, manufactures, sells or distributes on or prior to the termination of the Executive's employment (the "Business") or (B) in providing services that are similar to, may Executive would be used as substitutes for or are in competition competing with the Business, anywhere in the world in which business of the Company or any of its subsidiaries engages or proposes to engage in such Business. Notwithstanding the foregoing, nothing as set forth in this Agreement shall prevent the Executive from owning for passive investment purposes not intended to circumvent this Agreement, less than five percent (5%) of the publicly traded equity securities of 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 conjunction with other affiliated parties, to select a director, manager, general partner, or similar governing official of the competing enterprise other than in connection with the normal and customary voting powers afforded the Executive in connection with any permissible equity ownershipSection 9(a).

Non-Competition. During (a) The Executive agrees that, except in accordance with his duties under this Agreement on behalf of the Term Company, he will not during the Employment Period: participate in, be employed in any capacity by, serve as director, consultant, agent or representative for, or have an interest, directly or indirectly in, any enterprise which is engaged in the business of developing, licensing, or selling technology, products or services which are directly competitive with the Business of the Company or any of its Subsidiaries or with any technology, products or services being actively developed, with the bona fide intent to market same, by the Company or any of its Subsidiaries at the time in question; provided, however, that interests in publicly-traded entities that constitute less than a five percent (5%) interest in such entities, and do not otherwise constitute control either directly or indirectly of such entities, which interests were acquired or are held for investment purposes, shall not be deemed to be a violation of this paragraph. (ib) In addition, the Executive agrees that, for a three period of six (36) year period following a termination months after the end of the Executive's ’s employment by the Company for Cause or a voluntary termination by the Executive without Employee Good Reason or (ii) for eighteen (18) months following the termination of the Executive's unless such employment by the Executive with Employee Good Reason or is terminated by the Company without Cause, or by the Executive for Good Reason, in which event the following shall be inapplicable), the Executive shall not (1) own, either directly or indirectly, whether individually, as a director, manager, member, stockholder, partner, owner, employee, consultant indirectly or agent of any business, through or in conjunction with one or more members of his or his spouse’s family or through any trust or other capacitycontractual arrangement, other than on behalf of the Company or an affiliate or successor 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 directly or indirectly, engages or proposes to engage in (A) designing, engineering, manufacturing, selling or distributing (x) towing systems and roof rack systems and related accessories or (y) any other product which the Company designs, engineers, manufactures, sells or distributes on or prior to the termination of the Executive's employment (the "Business") or (B) in providing services that are similar to, may be used as substitutes for or are in competition with the Business, anywhere in the world in which the Company or any of its subsidiaries engages or proposes to engage in such Business. Notwithstanding the foregoing, nothing in this Agreement shall prevent the Executive from owning for passive investment purposes not intended to circumvent this Agreement, less greater than five percent (5%) interest in, or otherwise control either directly or indirectly, or (2) participate in, be employed in any capacity by, or serve as director, consultant, agent or representative for, any partnership, corporation, or other entity which is engaged in the business of developing, licensing, or selling technology, products or services which are directly competitive with the Business of the publicly traded equity securities Company or any of its Subsidiaries as of the termination of the Executive’s employment with the Company or which are directly competitive with any competing enterprise technology, products, or services being actively developed by the Company or any of its Subsidiaries, with the bona fide intent to market same, as of the termination of the Executive’s employment at the Company. (so long as c) Executive further agrees, for twelve (12) months following the end of the Executive’s employment by the Company (unless such employment is terminated by the Company without Cause, or by the Executive has no power to managefor Good Reason, operate, advise, consult with or control in which event the competing enterprise and no power, alone or in conjunction with other affiliated partiesfollowing shall be inapplicable), to select a directorrefrain from directly or indirectly soliciting or hiring the Company’s collaborative partners, managerconsultants, general partnercertified research organizations, principal vendors, licensees or similar governing official of the competing enterprise other than employees except any such solicitation in connection with activities that would not be directly competitive with and/or adverse to the normal Business of the Company or any of its Subsidiaries or with and customary voting powers afforded to any products or services being offered by the Company or any of its Subsidiaries at the date such employment terminated or then being actively developed, with the bona fide intent to market same, by the Company or any of its Subsidiaries. (d) Executive further agrees, while employed by the Company and for twelve (12) months following the end of the Executive’s employment by the Company (unless such employment is terminated by the Company without Cause, or by the Executive for Good Reason, in which event the following shall be inapplicable), that he will not, directly or indirectly, as a sole proprietor, member of a partnership or as a stockholder, investor, officer or director of a corporation, or as an employee, agent, associate or consultant of any person, firm or corporation, other than for the exclusive benefit of the Company or any of its Subsidiaries, solicit or accept business from, or perform or supervise the performance of any services related to such business for, (i) any client of the Company or any of its Subsidiaries who was a client during the Executive’s employment with the Company, (ii) any clients or prospective clients of the Company or any of its Subsidiaries who were solicited or serviced, directly or indirectly, by the Executive, in whole or in part, or (iii) any former client of the Company or any of its Subsidiaries who was a client within one (1) year prior to the Executive’s termination of employment and who was solicited or serviced, directly or indirectly, by the Executive, or by those supervised, directly or indirectly, by the Executive, in whole or in part, in connection with activities that would be directly competitive with and/or adverse to the Business of the Company or any permissible equity ownership)of its Subsidiaries or with and to any products or services being offered by the Company or any of its Subsidiaries at the date such employment terminated or then being actively developed, with the bona fide intent to market same, by the Company or any of its Subsidiaries. (e) The Executive hereby agrees that damages and any other remedy available at law would be inadequate to redress or remedy any loss or damage suffered by the Company upon any breach of the terms of this Section 18 by the Executive, and the Executive therefore agrees that the Company, in addition to recovering on any claim for damages or obtaining any other remedy available at law, also may enforce the terms of this Section 18 by injunction or specific performance, and may obtain any other appropriate remedy available in equity.

Non-Competition. During the Term and (i) for a three (3) year period following a termination In consideration of the Executive's employment by benefits provided under this Agreement: (a) The Executive hereby acknowledges and recognizes the Company for Cause or a voluntary termination by the Executive without Employee Good Reason or (ii) for eighteen (18) months following the termination highly competitive nature of the Executive's employment by business of the Executive with Employee Good Reason or by Corporation. Accordingly, in consideration of the Company without Causebenefits described in this Agreement, during the Non-Competition Period, the Executive shall not directly not: (i) In the Non-Competition Area, provide financial or indirectly, whether individually, as a director, manager, member, stockholder, partner, owner, employee, consultant or agent of any business, or in any other capacity, other than on behalf of the Company or an affiliate or successor of the Company, organize, establish, own, operate, manage, control, engage in, participate in, invest in, permit his name executive assistance 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 organizationenterprise engaged in: (1) the banking or financial services industry (including bank holding company); or (2) any other activity in which the Corporation engaged at the beginning of the Non-Competition Period; or (ii) Directly or indirectly contact, solicit or otherwise assist induce any person, corporation or other entity who or which is a customer or referral source of the Corporation during the term of the Executive’s employment or on the date of the Executive’s Termination, to become a customer or referral source for any person or entity that engages in other than the Corporation; or (iii) Directly or ownsindirectly solicit, invests ininduce or encourage any employee of the Corporation, operates, manages or controls any venture or enterprise which directly or indirectly, engages or proposes to engage in (A) designing, engineering, manufacturing, selling or distributing (x) towing systems and roof rack systems and related accessories or (y) any other product which who is employed during the Company designs, engineers, manufactures, sells or distributes on or prior to the termination term of the Executive's ’s employment or on the date of the Executive’s Termination, to leave the employ of the Corporation or its subsidiaries or to seek, obtain or accept employment with any person or entity other than the Corporation or its subsidiaries. (b) It is expressly understood and agreed that, although the "Business") or (B) Executive and RFC consider the restrictions contained in providing services this Section 4.1 reasonable for the purpose of preserving for the Corporation, its good will and other proprietary rights, if a final judicial determination is made by a court having jurisdiction that are similar tothe Non-Competition Area, may be used as substitutes for or are in competition with the Business, anywhere in the world in which the Company Non-Competition Period or any of its subsidiaries engages or proposes to engage in such Business. Notwithstanding the foregoing, nothing other restriction contained in this Agreement Section 4.1 is an unreasonable or otherwise unenforceable restriction against the Executive, the provisions of Section 4.1 shall prevent not be rendered void, but shall be deemed amended to apply as to such maximum time and territory and to such other extent as such court may judicially determine or indicate to be reasonable. (c) The existence of any immaterial claim or cause of action of the Executive from owning for passive investment purposes against the Corporation, whether predicated on this Agreement or otherwise, shall not intended constitute a defense to circumvent the enforcement by the Corporation of this Agreement, less than five percent (5%) covenant. The Executive agrees that any breach of the publicly traded equity securities of any competing enterprise (so long as restrictions set forth in this Section 4.1 will result in irreparable injury to the Executive has Corporation for which it will have no power adequate remedy at law and the Corporation shall be entitled to manage, operate, advise, consult with or control injunctive relief in order to enforce the competing enterprise provisions hereof and/or seek specific performance and no power, alone or in conjunction with other affiliated parties, to select a director, manager, general partner, or similar governing official of the competing enterprise other than in connection with the normal and customary voting powers afforded the Executive in connection with any permissible equity ownership)damages.

Non-Competition. During Except as expressly permitted herein, effective as of the Term and Effective Time Executive agrees that he shall not, until 11:59 p.m. on the second anniversary of the Effective Time: (i) for a three (3) year period following a termination of the Executive's employment by the Company for Cause or a voluntary termination by the Executive without Employee Good Reason or (ii) for eighteen (18) months following the termination of the Executive's employment by the Executive with Employee Good Reason or by the Company without Cause, the Executive shall not directly or indirectly, whether individually, as a director, manager, member, stockholder, partner, owner, employee, consultant or agent of any business, or in any other capacity, other than on behalf of the Company or an affiliate or successor of the Company, organize, establish, indirectly own, operate, manage, control, engage in, manage, operate, join, control, or participate inin the ownership, invest inmanagement, permit his name to operation, or control of, or be used by, act connected as a consultant or advisor tostockholder, render services for (alone or in association with any persondirector, firmofficer, corporation or business organization)employee, agent, partner, joint venturer, member, beneficiary, or otherwise assist with, any person corporation, limited liability company, partnership, sole proprietorship, association, business, trust, or other organization, entity that engages or individual which in or owns, invests in, operates, manages or controls any venture or enterprise which directly or indirectly, engages or proposes to engage in (A) designing, engineering, manufacturing, selling or distributing (x) towing systems and roof rack systems and related accessories or (y) any other product which the Company designs, engineers, manufactures, sells or distributes on or prior to the termination of the Executive's employment (the "Business") or (B) in providing services that are similar to, may be used as substitutes for or are in competition way competes with the Business, anywhere in the world in which the Company or any of its subsidiaries engages Subsidiaries in the business of manufacturing, marketing or proposes to engage distributing wood or vinyl windows or doors or vinyl siding or in such Business. Notwithstanding any other material business activity that the foregoing, nothing in Company or any of its Subsidiaries is conducting as of the date of this Agreement shall prevent (a "Competing Business") in the United States; provided, however, that the Executive from owning for passive investment purposes not intended to circumvent this Agreementmay own, less than five percent (5%) of the publicly traded equity directly or indirectly, securities of any competing enterprise (so long as entity traded on any national securities exchange or listed on the National Association of Securities Dealers Automated Quotation System that is a Competing Business if Executive has no power to managedoes not, operatedirectly or indirectly, advise, consult with own 10% or control the competing enterprise and no power, alone or in conjunction with other affiliated parties, to select a director, manager, general partnermore of any class of equity securities, or similar governing official securities convertible into or exercisable or exchangeable for 10% or more of any class of equity securities, of such entity; (ii) during the term of non-competition, use Executive's access to, knowledge of, or application of Confidential Information and Trade Secrets to perform any material duty for any Competing Business; it being understood and agreed to that this clause (ii) shall be in addition to and not be construed as a limitation upon the covenants in clause (i) hereof; (iii) directly or indirectly aid, abet, or otherwise assist in a material way any individual, business, or other organization or entity that is a Competing Business in the United States; (iv) directly or indirectly request or advise any present or future customers or suppliers of the competing enterprise other than in connection Company or any of its Subsidiaries to cancel any contracts with the normal and customary voting powers afforded Company or any of its Subsidiaries or curtail their dealings with the Executive in connection Company or any of its Subsidiaries; (v) directly or indirectly request or advise any present or future service provider or financial resource of the Company or any of its Subsidiaries to withdraw, curtail, or cancel the furnishing of such service or resource to the Company or any of its Subsidiaries; or (vi) directly or indirectly hire, attempt to hire, or contact or solicit with respect to hiring any permissible equity ownership)then significant employee of the Company or any of its Subsidiaries, or otherwise induce or attempt to influence any employee of the Company to terminate his or her employment.

Non-Competition. During the Term and (i) for a three (3) year period following a termination If Executive is entitled to payments pursuant to Section 4 of the Executive's employment by Retention Agreement then, in addition to those benefits, the Company for Cause or shall pay to Executive on a voluntary termination by quarterly basis in arrears during the Executive without Employee Good Reason or Restricted Period, an aggregate of $400,000 (ii) for eighteen (18) months following the termination “Fee”), and in consideration of these additional payments and the benefits provided under Section 4 of the Executive's employment by Retention Agreement, Executive agrees that during the Executive with Employee Good Reason or by the Company without CauseRestricted Period, the Executive shall not not, directly or indirectly, whether individually, as a director, manager, member, stockholder, partner, owner, employee, consultant or agent of any businessfor himself, or for any entity: (a) engage in or Participate In any other capacitybusiness that directly competes with, other than on behalf or develops or offers products or services directly competitive with the products or services of the Company from any state or an affiliate country in which the Company has business or successor customers, or has solicited customers; nor (b) engage in or Participate In any business that directly competes with, or develops or offers products or services directly competitive with the products or services of the Business, from any other location throughout the world; nor (c) call upon, solicit, serve, or accept business, from any customer or prospective customer (wherever located) of the Company for the purpose of selling products or services directly competitive with the products or services of the Company; nor (d) interfere with any business relationship 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 personof their customers or prospective customers or induce any such customers or if Executive shall become entitled to benefits under Section 4 of the Retention Agreement, firmprospective customers to discontinue or reduce their relationship with the Company. To the extent that Executive is employed by or consults for an entity which is a subsidiary, corporation division or other affiliate of a larger business organization)enterprise, the determination as to whether the employment violates this Section shall be made solely by reference to the business activities conducted by the particular subsidiary, division or affiliate by which Executive becomes employed or serves as consultant. This Section shall not prohibit Executive from working as employee or consultant for a company or entity which does not engage in a business that directly competes with, or otherwise assist any person develops or offers products or services directly competitive with the products or services of the Company but which is affiliated with an entity that engages in or owns, invests in, operates, manages or controls any venture or enterprise company which directly or indirectly, engages or proposes to does engage in (A) designingbusiness that directly competes with, engineering, manufacturing, selling or distributing (x) towing systems and roof rack systems and related accessories develops or (y) any other product which offers products or services directly competitive with the Company designs, engineers, manufactures, sells products or distributes on or prior to the termination services of the Executive's employment (Company, so long as the "Business") or (B) duties of the position held by Executive do not require him to directly participate in providing services that are similar to, may be used as substitutes for or are in competition with the Business, anywhere in the world in which the Company or any of its subsidiaries engages other business that directly competes with, or proposes to engage in such Business. Notwithstanding develops or offers products or services directly competitive with the foregoing, nothing in this Agreement shall prevent the Executive from owning for passive investment purposes not intended to circumvent this Agreement, less than five percent (5%) products or services of the publicly traded equity securities of 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 conjunction with other affiliated parties, to select a director, manager, general partner, or similar governing official of the competing enterprise other than in connection with the normal and customary voting powers afforded the Executive in connection with any permissible equity ownership)Company.

Non-Competition. During the Employment Term and (i) for a three period of twelve (3) year period following a termination of the Executive's employment by the Company for Cause or a voluntary termination by the Executive without Employee Good Reason or (ii) for eighteen (1812) months following after the termination Date of the Executive's employment by the Executive with Employee Good Reason or by the Company without CauseTermination, the Executive hereby agrees with the Company as to the following covenants: (a) he shall not not, directly or indirectly, whether individually, as a director, manager, member, stockholder, partner, owner, employee, consultant or agent of any business, or in any other capacity, other than on behalf of the Company or an affiliate or successor of the Company, organize, establish, own, operate, manage, control, engage in, participate in, invest in, permit his name to or be used employed by, or act as a consultant or advisor to, render services for (alone or be a director, officer, owner or partner of or acquire an interest in association with any person, firm, corporation or a 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 directly or indirectly, engages or proposes to engage in (A) designing, engineering, manufacturing, selling or distributing (x) towing systems and roof rack systems and related accessories or (y) any other product which the Company designs, engineers, manufactures, sells or distributes on or prior to the termination of the Executive's employment (the "Business") or (B) in providing services that are similar to, may be used as substitutes for or are in competition competing with the Business, anywhere in the world in which professional wrestling or other core businesses conducted by the Company or any of its subsidiaries engages or proposes to engage affiliates, nor without the prior written consent of the Board directly or indirectly have any interest in, own, manage, operate, control, be connected with as a stockholder, joint venturer, officer, employee, partner or consultant, or otherwise engage, invest or participate in such Business. Notwithstanding any business that is competitive with the foregoingprofessional wrestling or other core businesses conducted by the Company or by any subsidiary or affiliate of the Company; provided, however, that nothing contained in this Agreement Section 8.3 shall prevent the Executive from owning investing or trading in stocks, bonds, commodities, securities, real estate or other forms of investment for passive investment purposes the Executive’s own account and benefit (directly or indirectly), so long as the Executive’s ownership interest therein does not intended to circumvent this Agreement, less than exceed three percent (3%) of any publicly-owned entity or five percent (5%) of the publicly traded equity securities of any competing enterprise (so long as privately-owned entity or fund, and provided the Executive has no power active role in the management of such entity or fund and such investment activities do not significantly interfere with the Executive’s services to managebe rendered hereunder and are consistent with the conflict of interest policies maintained by the Company from time to time; (b) he shall not actively solicit any employee, operateagent or independent contractor of the Company or any of its subsidiaries or affiliates to leave the employment or service thereof; and (c) he shall not induce or attempt to induce any customer, advisesupplier, consult licensee or other individual, corporation or other business organization having a business relationship with the Company or control its subsidiaries or affiliates to cease doing business with the competing enterprise and no power, alone Company or its subsidiaries 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 any way interfere with the normal relationship between any such customer, supplier, licensee or other person and customary voting powers afforded the Executive in connection with any permissible equity ownership)Company or its subsidiaries or affiliates.

Non-Competition. During In consideration of this Agreement, the Term Participant covenants and (i) for a three (3) year period following a termination agrees that during the Restricted Period, the Participant shall not, subject to this Section 12, without the express written approval of the Executive's employment by Board of Directors of the Company for Cause or a voluntary termination by (other than the Executive without Employee Good Reason or (ii) for eighteen (18) months following the termination of the Executive's employment by the Executive with Employee Good Reason or by the Company without CauseParticipant), the Executive shall not directly or indirectly, in one or a series of transactions, own, manage, operate, control, invest or acquire an interest in, whether individually, as a directorproprietor, managerpartner, shareholder, member, stockholderlender, director, officer, employee, joint venturer, investor, lessor, supplier, customer, agent, representative or other participant, or otherwise engage or participate in, whether as a proprietor, partner, ownershareholder, member, lender, director, officer, employee, consultant joint venturer, investor, lessor, supplier, customer, agent, representative or agent of other participant, any businessbusiness which competes, or in any other capacity, other than on behalf of the Company or an affiliate or successor 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 directly or indirectly, engages with the Business in the Market (a “Competitive Business”) without regard to (i) whether the Competitive Business has its office, manufacturing or proposes other business facilities within or without the Market, (ii) whether any of the activities of the Participant referred to engage in above occur or are performed within or without the Market or (Aiii) designingwhether the Participant resides, engineeringor reports to an office, manufacturingwithin or without the Market; provided, selling or distributing however, that (x) towing systems and roof rack systems and related accessories or (y) any other product which the Company designs, engineers, manufactures, sells or distributes on or prior to the termination of the Executive's employment (the "Business") or (B) in providing services that are similar to, may be used as substitutes for or are in competition with the BusinessParticipant may, anywhere in the world Market, directly or indirectly, in which the Company one or any a series of its subsidiaries engages transactions, own, invest or proposes acquire an interest in up to engage in such Business. Notwithstanding the foregoing, nothing in this Agreement shall prevent the Executive from owning for passive investment purposes not intended to circumvent this Agreement, less than five two percent (52%) of the publicly capital stock of a corporation whose capital stock is traded publicly, (y) Participant may be employed by an entity which has a business unit or a subsidiary that is engaged in a Competitive Business, and may hold equity securities of 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 conjunction with other affiliated parties, to select a director, manager, general partner, or similar governing official of the competing enterprise other than such entity issued in connection with such employment, if (1) the normal 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 customary voting powers afforded its subsidiaries and (2) the Executive Participant does not have direct management responsibility for the subsidiary or business unit of such entity that is engaged in connection such Competitive Business, and (z) the Participant may accept employment or service with any permissible equity ownership)a successor company to the Company.

Non-Competition. During The Executive represents and warrants that he is not subject to and will not bring any material that is subject to any non-competition, non-disclosure, discoveries and works or other agreements that would prevent or restrict him from rendering services to the Term Corporation pursuant to this Agreement. The Executive further represents and warrants that his employment and use of any material he brings will not violate the rights of any third party, including without limitation, pursuant to any non-competition or non-solicitation agreement. The Executive hereby agrees that he shall not (without the prior written consent of the Board which shall not be unreasonably withheld taking into account (i) for a three (3) year period following a termination of the Executive's employment by ’s career in the Company for Cause or a voluntary termination by the Executive without Employee Good Reason or forest product industry and (ii) for eighteen (18his non-disclosure obligations under Section 6.1) months following during the termination Restricted Period and within the Prohibited Area whether on his own account or in conjunction with or on behalf of the Executive's employment by the Executive with Employee Good Reason or by the Company without Causeany other Person, the Executive shall not directly or indirectlyand whether as an employee, whether individually, as a director, managerofficer, member, stockholdershareholder, partner, ownerprincipal, employee, consultant or agent of any businessagent, or in any other capacity, capacity whatsoever other than on behalf as a consultant, in competition with the Corporation or any of the Company its Affiliates, directly or an affiliate or successor of the Company, organize, establish, ownindirectly, operate, manage, control, engage in, participate in, invest carry on, be employed by, be engaged in, perform services in respect of, be concerned with, be financially interested in or financially assist, or permit his name to be used byin connection with the activities from time to time of the Corporation (the “Restricted Business”), act including the manufacture, sale and/or dealing in newsprint, commercial printing, tissue and packaging papers, market pulp and wood products, as a consultant well as research into, development, production, manufacture, sale, supply, import, export or advisor to, render services for (alone marketing of any product which is the same or in association similar to or competitive with any personproduct researched, firmdeveloped, corporation produced, manufactured, sold, supplied, imported, exported or business organization), marketed by the Corporation or otherwise assist any person or entity that engages in or owns, invests in, operates, manages or controls any venture or enterprise which directly or indirectly, engages or proposes to engage in (A) designing, engineering, manufacturing, selling or distributing (x) towing systems and roof rack systems and related accessories or (y) any other product which the Company designs, engineers, manufactures, sells or distributes on or prior to the termination of the Executive's employment (the "Business") or (B) in providing services that are similar to, may be used as substitutes for or are in competition with the Business, anywhere in the world in which the Company or by any of its subsidiaries engages or proposes to engage Affiliates in such Businessthe context of the above described activities during the term of this Agreement. Notwithstanding the foregoingforegoing restrictions, nothing in this Agreement shall prevent the Executive from owning for passive investment purposes may acquire securities (i) of a class or series that is traded on any stock exchange or over the counter if such securities represent not intended to circumvent this Agreement, less more than five two percent (52%) of the publicly traded equity issued and outstanding securities of any competing enterprise such class or series, (so long as ii) of a mutual fund or other investment entity that invests in a portfolio the selection and management of which is not within the control of the investor, or (iii) held in a fully managed account where the Executive has no power to manage, operate, advise, consult with does not direct or control influence in any manner the competing enterprise and no power, alone or selection of any investment in conjunction with other affiliated parties, to select a director, manager, general partner, or similar governing official of the competing enterprise other than in connection with the normal and customary voting powers afforded the Executive in connection with any permissible equity ownership)such securities.

Non-Competition. During the Term and (i) for a three (3) year period following a termination of the Executive's employment by the Company for Cause or a voluntary termination by the Executive without Employee Good Reason or (ii) for eighteen (18) months following the termination of the Executive's employment by the Executive with Employee Good Reason or by the Company without CauseRestricted Period, the Executive shall not directly or indirectlynot, without the Company’s prior written consent, whether individually, as a director, manager, member, stockholder, partner, owner, employee, consultant or agent of any business, or in any other capacity, other than on behalf of the Company or an affiliate or successor of the Companya Protected Party, organize, establish, own, operate, manage, control, engage in, participate in, invest in, permit his name to be used by, act as a consultant or advisor to, render services for (alone or in association with any person, firm, corporation or business organization), or otherwise assist any person or entity that engages in or owns, invests in, operates, manages or controls any venture or enterprise which directly or indirectly, engages or proposes to engage in (A) designingthe business of providing financial products or services to Xxxx-Xxxxxxx employee benefit plans, engineeringlabor unions, manufacturingemployee benefit plans associated with labor unions in any manner, selling or distributing (x) towing systems and roof rack systems and related accessories other entities associated or (y) any other product which the Company designs, engineers, manufactures, sells or distributes on or prior to the termination of the Executive's employment affiliated with labor unions (the "“Business") or (B) in providing services that are similar to, may be used as substitutes for or are in competition with the Business, anywhere in the world in which the Company or any of its subsidiaries engages or proposes to engage in such Business”). Notwithstanding the foregoing, nothing in this Agreement shall prevent the Executive from (a) owning for passive investment purposes not intended to circumvent this Agreement, less than five 1 percent (51%) of the publicly traded common equity securities of any competing enterprise company engaged in the Business (so long as the Executive has no power to manage, operate, advise, consult with or control the competing enterprise and no power, alone or in conjunction with other affiliated parties, to select a director, manager, general partner, or similar governing official of the competing enterprise other than in connection with the normal and customary voting powers afforded the Executive in connection with any permissible equity ownership) or (b) being employed by or otherwise associated with (including as a director) an organization or entity of which a subsidiary, division, segment, unit, etc. is engaged in the Business (a “Competing Division”), including in a position to which employees of the Competing Division report, directly or indirectly, provided that the Executive has no direct responsibilities with such Competing Division other than having general responsibility for the operation of such Competing Division. For the avoidance of doubt, the Executive may be an officer of a bank or investment advisor or a union or related organization that engages in the Business, provided that the Executive is not directly employed in, or working in, the Competing Division.

Non-Competition. During (a) For a period of two (2) years after the Term Closing Date (the “Non-Compete Period”), Parent and Sellers shall not, and shall cause their Affiliates (iParent and Sellers, together with such Affiliates, the “Seller Entities”) for not to, without the prior written consent of Buyer, engage in the Restricted Business in a three (3) year period following a termination manner that competes directly with the business of the Executive's employment by Acquired Companies and the Acquired Company for Cause or a voluntary termination by Subsidiaries as conducted on the Executive without Employee Good Reason or Closing Date. (iib) for eighteen (18) months following the termination of the Executive's employment by the Executive with Employee Good Reason or by the Company without Cause, the Executive shall not directly or indirectly, whether individually, as a director, manager, member, stockholder, partner, owner, employee, consultant or agent of any business, or in any other capacity, other than on behalf of the Company or an affiliate or successor 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 directly or indirectly, engages or proposes to engage in (A) designing, engineering, manufacturing, selling or distributing (x) towing systems and roof rack systems and related accessories or (y) any other product which the Company designs, engineers, manufactures, sells or distributes on or prior to the termination of the Executive's employment (the "Business") or (B) in providing services that are similar to, may be used as substitutes for or are in competition with the Business, anywhere in the world in which the Company or any of its subsidiaries engages or proposes to engage in such Business. Notwithstanding the foregoingprovisions of Section 4.10(a), nothing in this Agreement shall prevent preclude, prohibit, restrict or otherwise limit any of the Executive Seller Entities from: (i) owning, operating or engaging in any manner in (x) any business activities that do not constitute part of the Restricted Business or (y) any Financial Services Business; (ii) owning, operating or engaging in any manner in any De Minimis Business; (iii) offering, selling, marketing, distributing or providing, directly or through any distribution system or similar channel, any life insurance or annuity products identified in the definition of “Restricted Business” that (x) are not issued by any of the Seller Entities or (y) are issued by any Seller Entity that is permitted to engage in the Restricted Business pursuant to this Section 4.10; (iv) insuring (whether by self-insurance, reinsurance, captive arrangements or otherwise) the insurance risks of, and issuing bonds related to, the business and operations of Sellers or any of their Affiliates or their respective employees; (v) applying for and holding any insurance license, permit or other authorization; (vi) acquiring, merging or otherwise combining with, or being acquired by any Person (whether in one transaction or a series of related transactions), notwithstanding that such Person or any of its Affiliates, directly or indirectly, is engaged in the Restricted Business (any such transaction or series of related transactions, a “Combination Transaction” and the Person with which such Combination Transaction is effected, the “Combining Person”); provided, however, that during the Non-Compete Period, the Seller Entities shall not enter into a Combination Transaction with a Combining Person in which the assets under management relating to the Combining Person’s Restricted Business (excluding separate accounts and segregated accounts) as of the closing date of the Combination Transaction exceed 40% of the Combining Person’s total consolidated assets (excluding separate accounts and segregated accounts) as of such date as determined in accordance with GAAP; and provided, further, that during the Non-Compete Period, nothing in this Agreement shall prohibit, restrict or otherwise limit the Combining Person (or if the Combining Person is not the survivor of such Combination Transaction, the surviving Person of such Combination Transaction) or the Affiliates of such Person from owning for passive investment purposes not intended continuing to circumvent this Agreementown, less than five percent operate or engage in such Restricted Business; (5%vii) acquiring, directly or indirectly, any voting stock, capital stock or other equity interests (including convertible securities) of the publicly traded equity securities of 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 conjunction with other affiliated parties, to select a director, manager, general partner, or similar governing official of the competing enterprise other than in connection with the normal and customary voting powers afforded the Executive Person in connection with any permissible hedging or similar products; or (viii) acquiring capital stock or other equity ownership)interests of any Person engaged directly or indirectly in the Restricted Business, provided, that such acquisition is and remains during the Non-Compete Period an acquisition solely for investment purposes. (c) For purposes of this Section 4.10, the terms below shall have the following respective meanings:

Non-Competition. During the Term Executive’s employment and through the two (2) year anniversary of the Termination Date (the “Non-Compete Period”), the Executive shall not (without the prior written consent of the Company), directly or indirectly, (i) engage in any Competitive Business, (ii) render any services to any Competitive Business in a manner that enhances the capacity of such Competitive Business to engage in the production, sale, provision or distribution of products or services similar to those produced, sold, distributed or provided by the Company or any of its Affiliates, or (iii) acquire a financial interest in any Competitive Business. For purposes of this Section 10(b): (A) the phrase “directly or indirectly engage in” shall include any direct or indirect ownership or profit participation interest in such enterprise, whether as an owner, stockholder, member, partner, joint venturer of or otherwise, and shall include any direct or indirect participation in such enterprise as an employee, consultant, director, officer, licensor of technology or otherwise (provided that licensors of technology shall only be covered if the Executive is personally working on technology for a Competitive Business and such technology is not technology that is generally available to a broad group of customers), and (B) the term “Competitive Business” shall mean a business that engages in the production, sale, provision or distribution of products or services similar to those produced, sold, distributed or provided by the Company or any of its Affiliates during the three (3) year period following ending on the Termination Date. Notwithstanding the foregoing, nothing contained herein will prevent the Executive from engaging in any activity (including those described in the first sentence of this Section 10(b)) for or with respect to any subsidiary, division or affiliate or unit (each a termination “Unit”) of an entity that is a Competitive Business, so long as that Unit is not itself a Competitive Business and so long as the Executive is not providing services, or is actively involved in the supervision of other Persons who are providing services, to any other Unit of such entity or business that is a Competitive Business. In addition, notwithstanding the foregoing, nothing herein shall prohibit the Executive from being a passive owner of not more than two percent (2%) of the Executive's employment by the Company for Cause outstanding equity securities of any class of a corporation or a voluntary termination by other entity that is publicly traded, or not more than two percent (2%) of any non-voting equity securities or debt securities of any corporation or other entity, so long as the Executive has no active participation in the business of such corporation or other entity (including, without Employee Good Reason or (ii) for eighteen (18) months following the termination limitation, serving as a member of the Executive's employment by board of directors or as a consultant). The obligations of the Executive with Employee Good Reason or by the Company without Cause, the Executive under this Section 10(b) shall not directly or indirectly, whether individually, as a director, manager, member, stockholder, partner, owner, employee, consultant or agent of any business, or in any other capacity, other than on behalf of the Company or an affiliate or successor of the Company, organize, establish, own, operate, manage, control, engage in, participate in, invest in, permit his name apply 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 directly or indirectly, engages or proposes to engage in (A) designing, engineering, manufacturing, selling or distributing (x) towing systems and roof rack systems and related accessories any geographic area or (y) any other product which the Company designs, engineers, manufactures, sells or distributes on or prior to the termination of the Executive's employment (the "Business") or (B) in providing services that are similar to, may be used as substitutes for or are in competition with the Business, anywhere in the world territory in which the Company or any of its subsidiaries engages Affiliates is engaged in business as of the Termination Date, and (y) any prospective geographic area or proposes to engage in such Business. Notwithstanding territory that within the foregoingsix (6) months preceding the Termination Date, nothing in this Agreement shall prevent has been the subject of serious consideration by the Company or any of its Affiliates as a business location and which the Executive from owning for passive investment is or has been made aware of. For purposes not intended of this Section 10(b), “Affiliates” shall be limited to circumvent this Agreementthose Affiliates who are engaged in the same or substantially related business as the Company or any of its subsidiaries and other Affiliates in which the Company, less than five percent (5%) directly or indirectly, owns 20% or more of the publicly traded equity securities of 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 conjunction with other affiliated parties, to select a director, manager, general partner, or similar governing official of the competing enterprise other than in connection with the normal and customary voting powers afforded the Executive in connection with any permissible equity ownership)interests.

Non-Competition. During the Term and (i) for a three (3) year period following a termination of the Executive's employment by the Company for Cause or a voluntary termination by the Executive without Employee Good Reason or (ii) for eighteen (18) months following the termination of the Executive's employment by the Executive with Employee Good Reason or by the Company without CauseRestricted Period, the Executive shall not directly or indirectlynot, whether individually, as a director, manager, member, stockholder, partner, owner, employee, consultant or agent of any business, or in any other capacity, other than on behalf of the Company or an affiliate or successor 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 directly or indirectly, engages or proposes to engage in (A) designing, engineering, manufacturing, selling or distributing (x) towing systems and roof rack systems and related accessories or (y) any other product which line of business conducted by the Company designs, engineers, manufactures, sells or distributes actively pursued by the Company on or prior to the termination date of the Executive's termination of employment (the "Business") ); provided, however, that the foregoing shall not preclude the Executive from being employed or retained by a Person (B) as defined below), which, among its activities, engages in providing services activities that are similar to, may be used as substitutes for or are in competition compete directly with the BusinessBusiness as so long as the Executive does not provide as part of his principal management responsibilities, anywhere in any services to such Person's subsidiaries or divisions that compete directly with the world in which Business and the Company Executive does not disclose or any make use of its subsidiaries engages or proposes Confidential Information relating to engage in such Businessthe Company. Notwithstanding the foregoing, nothing in this Agreement shall prevent the Executive from owning for passive investment purposes not intended to circumvent this Agreement, less than five percent (5%) of the publicly traded equity securities of 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 conjunction with other affiliated parties, to select a director, manager, general partner, or similar governing official of the competing enterprise other than in connection with the normal and customary voting powers afforded the Executive in connection with any permissible equity ownership).

Non-Competition. During the Term and (ia) for a three (3) year period following a termination of the Executive's employment by the Company for Cause or a voluntary termination by the The Executive without Employee Good Reason or (ii) for eighteen (18) months following the termination of the Executive's employment by the Executive agrees that, except in accordance with Employee Good Reason or by the Company without Cause, the Executive shall not directly or indirectly, whether individually, as a director, manager, member, stockholder, partner, owner, employee, consultant or agent of any business, or in any other capacity, other than his duties under this Agreement on behalf of the Company or an affiliate or successor of the Company, organize, establish, own, operate, manage, control, engage in, he will not during the Employment Period: participate in, invest be employed in any capacity by, serve as director, consultant, agent or representative for, or have an interest, directly or indirectly in, permit his name to be used byany enterprise which is engaged in the business of developing, act as a consultant or advisor to, render services for (alone or in association with any person, firm, corporation or business organization)licensing, or otherwise assist any person selling technology, products or entity that engages in or owns, invests in, operates, manages or controls any venture or enterprise services which are directly or indirectly, engages or proposes to engage in (A) designing, engineering, manufacturing, selling or distributing (x) towing systems and roof rack systems and related accessories or (y) any other product which the Company designs, engineers, manufactures, sells or distributes on or prior to the termination of the Executive's employment (the "Business") or (B) in providing services that are similar to, may be used as substitutes for or are in competition competitive with the Business, anywhere in the world in which Business of the Company or any of its subsidiaries engages Subsidiaries or proposes with any technology, products or services being actively developed, with the bona fide intent to engage market same, by the Company or any of its Subsidiaries at the time in question; provided, however, that interests in publicly-traded entities that constitute less than a five percent (5%) interest in such Business. Notwithstanding the foregoingentities, nothing in and do not otherwise constitute control either directly or indirectly of such entities, which interests were acquired or are held for investment purposes, shall not be deemed to be a violation of this Agreement shall prevent paragraph. (b) In addition, the Executive from owning agrees that, for passive investment purposes not intended a period of six (6) months after the end of the Executive’s employment by the Company (unless such employment is terminated due to circumvent a breach of the terms hereof by the Company in failing to pay to the Executive all sums due him under the terms hereof or to honor any of its other obligations under this Agreement, less in which event the following shall be inapplicable), the Executive shall not (1) own, either directly or indirectly or through or in conjunction with one or more members of his or his spouse’s family or through any trust or other contractual arrangement, a greater than five percent (5%) interest in, or otherwise control either directly or indirectly, or (2) participate in, be employed in any capacity by, or serve as director, consultant, agent or representative for, any partnership, corporation, or other entity which is engaged in the business of developing, licensing, or selling technology, products or services which are directly competitive with the Business of the publicly traded equity securities Company or any of its Subsidiaries as of the termination of the Executive’s employment with the Company or which are directly competitive with any competing enterprise technology, products, or services being actively developed by the Company or any of its Subsidiaries, with the bona fide intent to market same, as of the termination of the Executive’s employment at the Company. (so long c) Executive further agrees, for twelve (12) months following the end of the Executive’s employment by the Company (unless such employment is terminated due to a breach of the terms hereof by the Company as the Executive has no power to manage, operate, advise, consult with or control the competing enterprise and no power, alone or described in conjunction with other affiliated partiesSection 12(b) above), to select a directorrefrain from directly or indirectly soliciting or hiring the Company’s collaborative partners, managerconsultants, general partnercertified research organizations, principal vendors, licensees or similar governing official of the competing enterprise other than employees except any such solicitation in connection with activities that would not be directly competitive with and/or adverse to the normal Business of the Company or any of its Subsidiaries or with and customary voting powers afforded to any products or services being offered by the Company or any of its Subsidiaries at the date such employment terminated or then being actively developed, with the bona fide intent to market same, by the Company or any of its Subsidiaries. (d) Executive further agrees, while employed by the Company and for twelve (12) months following the end of the Executive’s employment by the Company (unless such employment is terminated due to a breach of the terms hereof by the Company as described in Section 12(b) above), that he will not, directly or indirectly, as a sole proprietor, member of a partnership or as a stockholder, investor, officer or director of a corporation, or as an employee, agent, associate or consultant of any person, firm or corporation, other than for the exclusive benefit of the Company or any of its Subsidiaries, solicit or accept business from, or perform or supervise the performance of any services related to such business for, (i) any client of the Company or any of its Subsidiaries who was a client during the Executive’s employment with the Company, (ii) any clients or prospective clients of the Company or any of its Subsidiaries who were solicited or serviced, directly or indirectly, by the Executive, in whole or in part, or (iii) any former client of the Company or any of its Subsidiaries who was a client within one (1) year prior to the Executive’s termination of employment and who was solicited or serviced, directly or indirectly, by the Executive, or by those supervised, directly or indirectly, by the Executive, in whole or in part, in connection with activities that would be directly competitive with and/or adverse to the Business of the Company or any permissible equity ownership)of its Subsidiaries or with and to any products or services being offered by the Company or any of its Subsidiaries at the date such employment terminated or then being actively developed, with the bona fide intent to market same, by the Company or any of its Subsidiaries. (e) The Executive hereby agrees that damages and any other remedy available at law would be inadequate to redress or remedy any loss or damage suffered by the Company upon any breach of the terms of this Section 18 by the Executive, and the Executive therefore agrees that the Company, in addition to recovering on any claim for damages or obtaining any other remedy available at law, also may enforce the terms of this Section 18 by injunction or specific performance, and may obtain any other appropriate remedy available in equity.

Non-Competition. During the Term and (i) for a three (3) year period following a termination of the Executive's employment by the Company for Cause or a voluntary termination by the Executive without Employee Good Reason or (ii) for eighteen (18) months following the termination of the Executive's employment by the Executive with Employee Good Reason or by the Company without CauseNon-Competition Period, the Executive shall not not, without the prior written consent of an authorized officer of Vishay, directly or indirectly, whether individuallyown, as a director, manager, member, stockholder, partner, owner, employee, consultant or agent of any business, or in any other capacity, other than on behalf of the Company or an affiliate or successor of the Company, organize, establish, ownmanage, operate, managejoin, control, engage in, participate in, invest inin or otherwise be connected or associated with, permit his name in any manner, including as an officer, director, employee, independent contractor, subcontractor, stockholder, member, manager, partner, principal, consultant, advisor, agent, proprietor, trustee or investor, any Competing Business; provided, however, that nothing in this Agreement shall prevent Executive from (A) owning five percent (5%) or less of the stock or other securities of a publicly held corporation, so long as Executive does not in fact have the power to be used bycontrol, act as a consultant or advisor todirect the management of, render and is not otherwise associated with, such corporation, or (B) performing services for (alone an investment bank, investment advisor or in association with any personinvestment fund that may, 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 directly or indirectly, engages own, manage, operate, join, control, participate in, invest in or proposes to engage otherwise be connected or associated with, in (A) designingany manner, engineeringany Competing Business, manufacturingprovided that Executive shall not, selling directly or distributing (x) towing systems and roof rack systems and related accessories or (y) indirectly, have any other product which the Company designsresponsibility whatsoever for, engineers, manufactures, sells or distributes on or prior to the termination of the Executive's employment (the "Business") or (B) in providing provide any services that are similar whatsoever to, may or otherwise be used as substitutes for connected or are in competition associated with the Business, anywhere in the world in which the Company or any of its subsidiaries engages or proposes to engage in such Competing Business. Notwithstanding the foregoing, nothing in this Agreement if a company has separate divisions or subsidiaries, some of which conduct a Competing Business and some of which conduct other businesses which are not Competing Businesses, then the restrictions imposed hereunder with respect to Competing Businesses shall prevent apply only to the divisions or subsidiaries of such company that conduct the Competing Businesses, provided that (A) Executive from owning for passive investment purposes not intended to circumvent this Agreementshall not, less than five percent (5%) directly or indirectly, have any responsibility whatsoever for, provide any services whatsoever to, or otherwise be connected or associated with any Competing Business of the publicly traded equity securities same company, and (B) Executive obtains the prior written consent of any competing enterprise (so long as the Executive has no power to manageVishay, operate, advise, consult which consent shall not be unreasonably with or control the competing enterprise and no power, alone or in conjunction with other affiliated parties, to select a director, manager, general partner, or similar governing official of the competing enterprise other than in connection with the normal and customary voting powers afforded the Executive in connection with any permissible equity ownership)held.

Non-Competition. During the Term Restricted Period, the Restricted Party, on behalf of the Restricted Party and the other members of the Restricted Party Group, shall not, and shall cause each of the other members of the Restricted Party Group not to, directly or indirectly, in any manner (whether on its, his or her own account, or as an owner, operator, manager, consultant, officer, director, employee, investor, agent or otherwise), (i) for a three (3) year period following a termination of engage in the Executive's employment by Restricted Activities in the Company for Cause or a voluntary termination by the Executive without Employee Good Reason Restricted Area or (ii) for eighteen be employed by, invest in, have any ownership interest in, participate in (18) months following the termination of the Executive's employment by the Executive with Employee Good Reason or by the Company without Causewhether as an owner, the Executive shall not directly or indirectly, whether individually, as a directoroperator, manager, consultant, officer, director, employee, investor, agent, representative or otherwise), act as lender to, render services to (as an employee, director, officer, member, stockholderprincipal, licensor, trustee, broker, agent, shareholder, partner, owner, employee, consultant or agent of any business, equityholder or in any other capacity, other than on behalf of the Company or an affiliate or successor of the Company, organize, establish, own), operate, manageassist, controlrepresent, engage in, participate in, invest in, permit his name to be used by, act as a consultant advise or advisor otherwise provide support to, render services for (alone or in association with any person, firm, corporation or business organization), or otherwise assist any person or entity Person that engages in or owns, invests in, operates, manages or controls any venture or enterprise which directly or indirectly, engages or proposes plans to engage in (A) designing, engineering, manufacturing, selling or distributing (x) towing systems and roof rack systems and related accessories or (y) any other product which the Company designs, engineers, manufactures, sells or distributes on or prior to the termination of the Executive's employment (the "Business") or (B) in providing services that are similar to, may be used as substitutes for or are in competition with the Business, anywhere Restricted Activity in the world Restricted Area; provided, however, that the Restricted Party shall not be deemed in which violation of this non-competition covenant by passive ownership in Trio Connect, LLC provided that the Company Restricted Party is not involved in management or day to day operations of Trio Connect, LLC and provided further that Trio Connect LLC is not conducting any of its subsidiaries engages or proposes business other than providing triple play services to engage in such Businessland-based individuals. Notwithstanding the foregoing, nothing in this Agreement shall prevent the Executive from owning for passive investment purposes not intended to circumvent this AgreementRestricted Party, less than five percent (5%) and the other members of the publicly traded equity Restricted Party Group, may, directly or indirectly, (i) own, solely as an investment, securities of any competing enterprise (so long as Person traded on any national securities exchange if neither the Executive has no power to manage, operate, advise, consult with or control Restricted Party nor any other member of the competing enterprise and no power, alone or in conjunction with other affiliated parties, to select Restricted Party Group is a director, manager, general partnercontrolling Person of, or similar governing official a member of the competing enterprise a group which controls, such Person and does not, directly or indirectly, own two percent (2%) or more of any outstanding class of securities of such Person, or (ii) invest as a limited partner in any private equity or venture backed fund other than in connection a fund with the normal and customary voting powers afforded the Executive in connection with any permissible equity ownership)a focus of satellite communication platforms, provided that such investment does not exceed two percent (2%) ownership of such fund.

Non-Competition. During The Executive represents and warrants that he is not subject to and will not bring any material that is subject to any non-competition, non-disclosure, discoveries and works or other agreements that would prevent or restrict him from rendering services to the Term Corporation pursuant to this Agreement. Executive further represents and warrants that his employment and use of any material he brings will not violate the rights of any third party, including without limitation, pursuant to any competition or non-solicitation agreement. The Executive hereby agrees that he shall not (without the prior written consent of the Board which shall not be unreasonably withheld taking into account (i) for a three (3) year period following a termination of the Executive's employment by ’s career in the Company for Cause or a voluntary termination by the Executive without Employee Good Reason or pulp and paper industry and (ii) for eighteen (18his non-disclosure obligations under Section 6.1) months following during the termination Restricted Period and within the Prohibited Area whether on his own account or in conjunction with or on behalf of the Executive's employment by the Executive with Employee Good Reason or by the Company without Causeany other person, the Executive shall not directly or indirectlyand whether as an employee, whether individually, as a director, managerofficer, member, stockholdershareholder, partner, ownerprincipal, employee, consultant or agent of any businessagent, or in any other capacity, capacity whatsoever other than on behalf as a consultant, in competition with the Corporation or any of the Company its Affiliates, directly or an affiliate or successor of the Company, organize, establish, ownindirectly, operate, manage, control, engage in, participate in, invest carry on, be employed by, be engaged in, perform services in respect of, be concerned with, be financially interested in or financially assist, or permit his name to be used byin connection with the activities from time to time of the Corporation (the “Restricted Business”), act including the manufacture, sale and/or dealing in newsprint, commercial printing and packaging papers, market pulp and wood products, as a consultant well as research into, development, production, manufacture, sale, supply, import, export or advisor to, render services for (alone marketing of any product which is the same or in association similar to or competitive with any personproduct researched, firmdeveloped, corporation produced, manufactured, sold, supplied, imported, exported or business organization), marketed by the Corporation or otherwise assist any person or entity that engages in or owns, invests in, operates, manages or controls any venture or enterprise which directly or indirectly, engages or proposes to engage in (A) designing, engineering, manufacturing, selling or distributing (x) towing systems and roof rack systems and related accessories or (y) any other product which the Company designs, engineers, manufactures, sells or distributes on or prior to the termination of the Executive's employment (the "Business") or (B) in providing services that are similar to, may be used as substitutes for or are in competition with the Business, anywhere in the world in which the Company or by any of its subsidiaries engages or proposes to engage Affiliates in such Businessthe context of the above described activities during the term of this Agreement. Notwithstanding the foregoingforegoing restrictions, nothing in this Agreement shall prevent the Executive from owning for passive investment purposes may acquire securities (i) of a class or series that is traded on any stock exchange or over the counter if such securities represent not intended to circumvent this Agreement, less more than five two percent (52%) of the publicly traded equity issued and outstanding securities of any competing enterprise such class or series, (so long as ii) of a mutual fund or other investment entity that invests in a portfolio the selection and management of which is not within the control of the investor, or (iii) held in a fully managed account where the Executive has no power to manage, operate, advise, consult with does not direct or control influence in any manner the competing enterprise and no power, alone or selection of any investment in conjunction with other affiliated parties, to select a director, manager, general partner, or similar governing official of the competing enterprise other than in connection with the normal and customary voting powers afforded the Executive in connection with any permissible equity ownership)such securities.

Non-Competition. During The Employee acknowledges that the Term Employee performs services of a unique nature for the Company that are irreplaceable, and (i) that the Employee’s performance of such services to a competing business will result in irreparable harm to the Company. Accordingly, during the Employee’s employment hereunder and for a three (3) year period following a termination of the Executive's employment by the Company for Cause or a voluntary termination by the Executive without Employee Good Reason or (ii) for eighteen (18) months following the termination of the Executive's employment by the Executive with Employee Good Reason or by the Company without Causethereafter, the Executive shall not Employee agrees that the Employee will not, directly or indirectly, whether individuallyown, as a director, manager, member, stockholder, partner, owner, employee, consultant or agent of any business, or in any other capacity, other than on behalf of the Company or an affiliate or successor of the Company, organize, establish, ownmanage, operate, manage, control, engage inbe employed by (whether as an employee, participate inconsultant, invest inindependent contractor or otherwise, permit his name to be used by, act as a consultant and whether or advisor to, not for compensation) or render services for (alone or in association with to any person, firm, corporation or business organization)other entity, or otherwise assist any person or entity that engages in or ownswhatever form, invests in, operates, manages or controls any venture or enterprise which directly or indirectly, engages or proposes to engage in (A) designing, engineering, manufacturing, selling or distributing (x) towing systems and roof rack systems and related accessories or (y) any other product which the Company designs, engineers, manufactures, sells or distributes on or prior to the termination of the Executive's employment (the "Business") or (B) in providing services that are similar to, may be used as substitutes for or are engaged in competition with the Business, anywhere Company or any of its affiliates or in the world any other material Business in which the Company or any of its subsidiaries affiliates is engaged on the date of termination or in which they have planned, on or prior to such date, to be engaged in on or after such date, in any locale of any country in which the Company conducts business. For purposes of this Agreement, “Business” means the creation, development, manufacture, sale, promotion and distribution of vehicle electronics, transportation components, integrated systems and modules, electronic technology and other products and services that the Company engages in, or proposes is preparing to engage in such Businessbecome engaged in. Notwithstanding the foregoing, nothing in this Agreement herein shall prevent prohibit the Executive Employee from owning for being a passive investment purposes owner of not intended to circumvent this Agreement, less more than five one percent (5%) of the publicly traded equity securities of a publicly traded corporation engaged in a business that is in competition with the Company or any competing enterprise (of its affiliates, so long as the Executive Employee has no power to manageactive participation in the business of such corporation. In addition, operatethe provisions of this Section 10(c) shall not be violated by the Employee commencing employment with a subsidiary, advise, consult with division or control the competing enterprise and no power, alone or unit of any entity that engages in conjunction with other affiliated parties, to select a director, manager, general partner, or similar governing official of the competing enterprise other than business in connection competition with the normal Company or any of its subsidiaries or affiliates so long as the Employee and customary voting powers afforded such subsidiary, division or unit do not engage in a business in competition with the Executive in connection with Company or any permissible equity ownership)of its subsidiaries or affiliates.

Non-Competition. (a) During the Term and Restrictive Period, the Executive will not, directly or on behalf of, or in conjunction with any other Person: (i) for a three (3) year period following a termination of the Executive's employment by the Company for Cause or a voluntary termination by the Executive without Employee Good Reason or (ii) for eighteen (18) months following the termination of the Executive's employment by the Executive with Employee Good Reason or by the Company without Cause, the Executive shall not directly or indirectly, whether individuallyengage, as a an officer, director, shareholder, owner, partner, joint venturer, financier, manager, member, stockholder, partner, ownerexecutive, employee, consultant or agent of any businessindependent contractor, consultant, advisor, or sales representative, in any other capacity, other than on behalf of business selling any products or services in direct competition with the Company or an affiliate its Affiliates or successor subsidiaries within 100 miles 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 directly or indirectly, engages or proposes to engage in (A) designing, engineering, manufacturing, selling or distributing (x) towing systems and roof rack systems and related accessories or (y) any other product which the Company designs, engineers, manufactures, sells or distributes on or prior to the termination of the Executive's employment (the "Business") or (B) in providing services that are similar to, may be used as substitutes for or are in competition with the Business, anywhere in the world geographic location in which the Company or any of its Affiliates or subsidiaries engages conducts business at such time (or proposes in the case of a termination or expiration of the Agreement, within 100 miles of any geographic location in which the Company, or any of its Affiliates or subsidiaries conducted business at the time of such expiration or termination) (the "Territory"); (ii) call upon any prospective acquisition candidate on the Executive's own behalf or on behalf of any competitor of the Company, or any of its Affiliates or subsidiaries, which candidate was either called upon by the Company (including its Affiliates or subsidiaries), or for which the Company or any of its Affiliates or subsidiaries made an acquisition analysis, for the purpose of acquiring such entity; provided, however, that the Executive shall not be charged with a -------- ------- violation of this Section 12 unless and until the Executive shall have knowledge or notice that such prospective acquisition candidate was called upon, or that an acquisition analysis was made, for the purpose of acquiring such entity; (iii) call upon any Person which is, at that time, or which has been, within one (1) year prior to that time, a customer of the Company including the Affiliates or its subsidiaries thereof within the Territory for the purpose of soliciting or selling products or services in direct competition with the Company within the Territory; (iv) disclose customers, whether in existence or proposed, of the Company (or the Company's subsidiaries or Affiliates) to any Person for any reason or purpose; (v) engage in such Business. any pattern of conduct that involves the making or publishing of written or oral statements or remarks (including, without limitation, the repetition or distribution of derogatory rumors, allegations, negative reports or comments) which are disparaging, deleterious or damaging to the integrity, reputation or good will of the Company, its management, or of management of its Affiliates or subsidiaries. (b) Notwithstanding anything herein to the foregoingcontrary, nothing the limitations in this Section 12 of the Agreement will not prohibit any investment by the Executive of not more than 5% of the outstanding capital stock of a company whose securities are listed on a public exchange or the National Association of Securities Dealers Automated Quotation National Market System. (c) It is expressly understood and agreed that although the Executive and the Company consider the restrictions contained in Sections 10, 11 and 12 of the Agreement to be reasonable, if a final judicial determination is made by a court of competent jurisdiction that the time or territory or any other restriction contained in the Agreement is an unenforceable restriction against the Executive, the provisions of the Agreement shall prevent 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 the Executive from owning for passive investment purposes Agreement is unenforceable, and such restriction cannot intended be amended so as to circumvent this Agreementmake it enforceable, less than five percent (5%) such finding shall not affect the enforceability of any of the publicly traded equity securities of 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 conjunction with other affiliated parties, to select a director, manager, general partner, or similar governing official of the competing enterprise other than in connection with the normal and customary voting powers afforded the Executive in connection with any permissible equity ownership)restrictions contained herein.

Non-Competition. During the Term and (i) for a three (3) year period following a termination In further consideration of the Executive's compensation to be paid to Employee hereunder, Employee acknowledges that in the course of Employee’s employment with the Company, Employee is and will become familiar with trade secrets and other Confidential Information concerning the Company Group and that Employee’s services will be of special, unique and extraordinary value to the Company Group. Therefore, Employee hereby covenants and agrees that, during the Employment Period and for any period thereafter for which the Employee is receiving severance (the “Restricted Period”), Employee shall not, without prior express written approval by the Company for Cause or a voluntary termination by the Executive without Employee Good Reason or (ii) for eighteen (18) months following the termination of the Executive's employment by the Executive with Employee Good Reason or by the Company without CauseBoard, the Executive shall not directly or indirectlyindirectly through any other Person or Persons (whether for compensation or otherwise): (a) own or hold any debt or equity interest in, whether individuallymanage, operate, control, consult with, render services for, or engage, join or participate in the ownership, management, operation or control of, or furnish any capital or loans to, any Person engaged in or actively pursuing the Business (a “Competing Business”), either as a an owner, officer, general or limited partner, principal, proprietor, joint venturer, shareholder, director, member, manager, memberinvestor, stockholderlender, partner, owneragent, employee, consultant consultant, trustee, affiliate or agent of otherwise; or (b) provide to any businessCompeting Business (whether as owner, officer, general or in limited partner, principal, proprietor, joint venturer, shareholder, director, member, manager, investor, agent, employee, consultant, trustee, affiliate or otherwise) any other capacityexecutive, other than on behalf managerial, strategic or business development services similar to those services that Employee provided to any member of the Company or an affiliate or successor of Group during Employee’s employment with 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 . Employee acknowledges and agrees that engages in or owns, invests in, operates, manages or controls any venture or enterprise which directly or indirectly, engages or proposes to engage in (A) designing, engineering, manufacturing, selling or distributing (x) towing systems and roof rack systems and related accessories or (y) any other product which the Company designs, engineers, manufactures, sells or distributes on or prior to the termination of the Executive's employment (the "Business") or (B) in providing services that are similar to, may be used as substitutes for or are in competition with the Business, anywhere in the world in which the Company or any of its subsidiaries engages or proposes to engage in such Business. Notwithstanding the foregoing, nothing provisions in this Agreement Section 8 shall prevent operate throughout the Executive United States, Canada, and any NATO country. Nothing herein shall prohibit Employee from owning for being a passive investment purposes owner of not intended to circumvent this Agreement, less more than five one percent (51%) of the publicly traded equity outstanding securities of any competing enterprise (publicly traded company engaged in a Competing Business, so long as the Executive Employee has no power active participation in such Competing Business. In addition, Employee agrees and acknowledges that the potential harm 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 any member of the competing enterprise other than Company Group of its non-enforcement outweighs any harm to Employee of its enforcement by injunction or otherwise. Employee acknowledges that Employee has carefully read this Agreement and has given careful consideration to the restraints imposed upon Employee by this Agreement, and is in connection with the normal and customary voting powers afforded the Executive in connection with any permissible equity ownership)full accord as to their necessity.

Non-Competition. During The Executive covenants and agrees that, during the Term Executive’s employment and (i) for a three period of twenty-four (3) year period following a termination of the Executive's employment by the Company for Cause or a voluntary termination by the Executive without Employee Good Reason or (ii) for eighteen (1824) months following thereafter (to the termination of the Executive's employment extent permitted by the Executive with Employee Good Reason or by the Company without Causelaw), the Executive shall will not directly at any time, in the United States or indirectlyany other jurisdiction in which the Company or its corporate controlled affiliates is engaged or has reasonably firm plans to engage in business, whether individually, as a principal, investor, employee, consultant, independent contractor, officer, director, board member, manager, member, stockholder, partner, owner, employee, consultant or agent of any businessagent, or in any other capacityotherwise, other than on behalf of the Company or an affiliate or successor 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 other person, firm, corporation corporation, or business organization), work for, become employed by, engage in, carry on, provide services to, or otherwise assist in any manner (whether or not for compensation or gain) a person or entity that engages in or owns, invests in, operates, manages or controls any venture or enterprise which directly or indirectly, engages or proposes to engage in (A) designing, engineering, manufacturing, selling or distributing (x) towing systems and roof rack systems and related accessories or (y) any other product which the Company designs, engineers, manufactures, sells or distributes on or prior to the termination of the Executive's employment (the "Business") or (B) in providing services that are similar to, may be used as substitutes for or are in competition with the Business, anywhere in the world business in which the Company or any of its subsidiaries engages corporate controlled affiliates is engaged as of the Date of Termination (as defined below) (a “Competing Business”), where Executive’s position or proposes service for such Competing Business relates to engage Executive’s positions with or the types of services performed by the Executive for the Company or any of its corporate controlled affiliates, or is otherwise competitive with the Company’s or any of its corporate controlled affiliates’ products or services; provided, however, that the foregoing will not prohibit the Executive from serving on a board of directors (or comparable bodies) of other entities where the Company has given prior permission; provided, further, that the foregoing will not prohibit the Executive from serving as a consultant (in such Businessher individual capacity and not as an employee, partner, or other service provider to an entity providing services) where Executive is not providing consulting services to (1) a business or entity in direct or indirect competition with the products and services of the Company as of the Date of Termination (as defined below), or (2) a business or entity that is on the Date of Termination, or was in the 12-month period prior to the Date of Termination (as defined below), a customer, client, partner or prospect with whom there has meaningful engagement of the Company; and provided, further, that the foregoing covenants and agreements in this Section 9(a) will not be in effect at any time when the Company is in material breach of its obligations under Section 11(d) below. Notwithstanding the foregoing, nothing in this Agreement shall prevent the ownership by the Executive from owning for passive investment purposes not intended to circumvent this Agreement, of less than five one percent (51%) of the publicly traded equity securities outstanding stock of 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 conjunction with other affiliated parties, to select corporation listed on a director, manager, general partner, or similar governing official national securities exchange shall not be deemed a violation of the competing enterprise other than in connection with the normal and customary voting powers afforded the Executive in connection with any permissible equity ownershipthis Section 9(a).

Non-Competition. During (a) The Executive agrees that, except in accordance with his duties under this Agreement on behalf of the Term Company, he will not during the Employment Period: participate in, be employed in any capacity by, serve as director, consultant, agent or representative for, or have an interest, directly or indirectly in, any enterprise which is engaged in the business of developing, licensing, or selling technology, products or services which are directly competitive with the Business of the Company or any of its Subsidiaries or with any technology, products or services being actively developed, with the bona fide intent to market same, by the Company or any of its Subsidiaries at the time in question; provided, however, that interests in publicly-traded entities that constitute less than a five percent (5%) interest in such entities, and do not otherwise constitute control either directly or indirectly of such entities, which interests were acquired or are held for investment purposes, shall not be deemed to be a violation of this paragraph. (ib) In addition, the Executive agrees that, for a three period of six (36) year period following a termination months after the end of the Executive's ’s employment by the Company for Cause or a voluntary termination by the Executive without Employee Good Reason or (ii) for eighteen (18) months following the termination of the Executive's unless such employment by the Executive with Employee Good Reason or is terminated by the Company without Cause, or by the Executive for Good Reason, in which event the following shall be inapplicable), the Executive shall not (1) own, either directly or indirectly, whether individually, as a director, manager, member, stockholder, partner, owner, employee, consultant indirectly or agent of any business, through or in conjunction with one or more members of his or his spouse’s family or through any trust or other capacitycontractual arrangement, other than on behalf of the Company or an affiliate or successor 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 directly or indirectly, engages or proposes to engage in (A) designing, engineering, manufacturing, selling or distributing (x) towing systems and roof rack systems and related accessories or (y) any other product which the Company designs, engineers, manufactures, sells or distributes on or prior to the termination of the Executive's employment (the "Business") or (B) in providing services that are similar to, may be used as substitutes for or are in competition with the Business, anywhere in the world in which the Company or any of its subsidiaries engages or proposes to engage in such Business. Notwithstanding the foregoing, nothing in this Agreement shall prevent the Executive from owning for passive investment purposes not intended to circumvent this Agreement, less greater than five percent (5%) interest in, or otherwise control either directly or indirectly, or (2) participate in, be employed in any capacity by, or serve as director, consultant, agent or representative for, any partnership, corporation, or other entity which is engaged in the business of developing, licensing, or selling technology, products or services which are directly competitive with the Business of the publicly traded equity securities Company or any of its Subsidiaries as of the termination of the Executive’s employment with the Company or which are directly competitive with any competing enterprise technology, products, or services being actively developed by the Company or any of its Subsidiaries, with the bona fide intent to market same, as of the termination of the Executive’s employment at the Company. (so long as c) Executive further agrees, for twelve (12) months following the end of the Executive’s employment by the Company (unless such employment is terminated by the Company without Cause, or by the Executive has no power to managefor Good Reason, operate, advise, consult with or control in which event the competing enterprise and no power, alone or in conjunction with other affiliated partiesfollowing shall be inapplicable), to select a directorrefrain from directly or indirectly soliciting or hiring the Company’s collaborative partners, managerconsultants, general partnercertified research organizations, principal vendors, licensees or similar governing official of the competing enterprise other than employees except any such solicitation in connection with activities that would not be directly competitive with and/or adverse to the normal Business of the Company or any of its Subsidiaries or with and customary voting powers afforded to any products or services being offered by the Company or any of its Subsidiaries at the date such employment terminated or then being actively developed, with the bona fide intent to market same, by the Company or any of its Subsidiaries. (d) Executive further agrees, while employed by the Company and for six (6) months following the end of the Executive’s employment by the Company (unless such employment is terminated by the Company without Cause, or by the Executive for Good Reason, in which event the following shall be inapplicable), that he will not, directly or indirectly, as a sole proprietor, member of a partnership or as a stockholder, investor, officer or director of a corporation, or as an employee, agent, associate or consultant of any person, firm or corporation, other than for the exclusive benefit of the Company or any of its Subsidiaries, solicit or accept business from, or perform or supervise the performance of any services related to such business for, (i) any client of the Company or any of its Subsidiaries who was a client during the Executive’s employment with the Company, (ii) any clients or prospective clients of the Company or any of its Subsidiaries who were solicited or serviced, directly or indirectly, by the Executive, in whole or in part, or (iii) any former client of the Company or any of its Subsidiaries who was a client within one (1) year prior to the Executive’s termination of employment and who was solicited or serviced, directly or indirectly, by the Executive, or by those supervised, directly or indirectly, by the Executive, in whole or in part, in connection with activities that would be directly competitive with and/or adverse to the Business of the Company or any permissible equity ownership)of its Subsidiaries or with and to any products or services being offered by the Company or any of its Subsidiaries at the date such employment terminated or then being actively developed, with the bona fide intent to market same, by the Company or any of its Subsidiaries. (e) The Executive hereby agrees that damages and any other remedy available at law would be inadequate to redress or remedy any loss or damage suffered by the Company upon any breach of the terms of this Section 17 by the Executive, and the Executive therefore agrees that the Company, in addition to recovering on any claim for damages or obtaining any other remedy available at law, also may enforce the terms of this Section 17 by injunction or specific performance, and may obtain any other appropriate remedy available in equity.

Non-Competition. Corporate Property-Confidential Information 6.1 During the Term period beginning with the date hereof and (i) for a three (3) year period following a termination ending on the date of the Executive's employment by the Company for Cause or a voluntary termination by the Executive without Employee Good Reason or (ii) for eighteen (18) months following the termination final installment of the Executive's employment by Severance Payment as provided in the Agreement (the “Restricted Period”), Executive with Employee Good Reason or by the Company without Causewill not, the Executive shall not directly or indirectly, whether individuallyundertake or perform services in or for, as or render services to, participate in, or have financial interest in, or engage in, any business competitive to that of the business of the LCI Entities, the Kinro Entities or Drew (collectively, the “Affiliated Companies’) or solicit for employment or employ any employee of the Affiliated Companies. For purposes hereof, a directorbusiness shall be deemed competitive if it is conducted in any geographic or market area in which any of the Affiliated Companies are engaged in business during the Restricted Period and involves the development, managerdesign, membermanufacture, stockholdermarketing, partnerpackaging, ownersale, employeeuse in production, consultant or agent distribution, of any products developed, designed, manufactured, sold, used in production, or distributed, or the offering of any services offered, by any of the Affiliated Companies, whether on the date hereof or as of the termination or expiration date of this Agreement including, but not limited to, products for the manufactured housing (including park and office models), modular housing, recreational vehicle, bus, and boat and other specialty utility trailer, industries; and the Executive will be deemed directly or indirectly to engage in such business if the Executive, or any member of his immediate family participates in such business, or in any other capacityentity engaged in or which owns such business, other than on behalf as an officer, director, employee, consultant, partner, individual proprietor, manager or as an investor who has made any loans, contributed to capital stock or purchased any stock; the Executive will not, at any time, utilize any tradenames or corporate names used by the Affiliated Companies, or any derivatives of such names, in any business competitive to that of the business of the Affiliated Companies, nor any patent, trademark, tradename, service xxxx, logo, copyright or similar intellectual property, whether or not registered, of any of the Affiliated Companies. The foregoing, however, shall not be deemed to prevent the Executive from investing in securities if such class of securities in which the investment is made is listed on a national securities exchange or is of a company registered under Section 12(g) of the Securities Act of 1934 and, if the company in which such investment is made competes with any of the Affiliated Companies, such investment represents less than one (1%) per cent of the outstanding securities of such class. 6.2 The Executive agrees that all products, packaging, inventions, patents, patent applications, designs, creations, ideas, techniques, methods, or any portions thereof, or any improvements or modifications thereon, or any know-how or procedures related thereto, which relate to the business of the Affiliated Companies, conceived, invented, discovered or executed by the Executive, whether or not marketed or utilized by the Affiliated Companies, shall be sole and exclusive property of the Affiliated Companies, without additional compensation payable thereof; and by these presents the Executive hereby assigns to the Company any and all right, title and interest he has, or an affiliate or successor may have, therein. 6.3 The Executive acknowledges and agrees that during, and as a consequence of employment with the Company, organizehe has learned confidential, establishproprietary and trade secret information of and about the Affiliated Companies, own, operate, manage, control, engage in, participate in, invest in, permit his name and has had access to be used by, act and has been involved in the development and utilization of the Affiliated Companies’ confidential and proprietary business information. “Confidential Information” means information about the Affiliated Companies in whatever form disclosed or known to the Executive as a consultant consequence of his employment by the Company which relates to the Affiliated Companies’ business, products, processes, or advisor services that gives them a competitive advantage in the marketplace, including, but not limited to: (a) any information that would be considered a trade secret within the meaning of applicable Federal or state law; (b) information relating to any of the Affiliated Companies’ existing products or services or products or services under development; (c) information relating to the Affiliated Companies’ business dealings with customers or suppliers; (d) confidential customer or prospective customer lists; (e) sales-prices, render services for costs, and profit margins; (alone f) confidential marketing and advertising programs; (g) financial information; (h) sales performance and strategies; (i) human resources strategies; (j) merger and acquisition plans; and (k) proprietary software or processes utilized by the Affiliated Companies. Confidential Information does not include information that the Executive proves was generally known and readily available to the Affiliated Companies’ competitors through legitimate means. The Executive agrees that he will not, either during the Term or at any time after the termination or expiration of this Agreement, disclose to anyone (except as authorized by the Corporations in association with any person, firm, corporation or business organizationfurtherance of its business), publish, or otherwise assist any person or entity that engages in or owns, invests in, operates, manages or controls any venture or enterprise which directly or indirectly, engages or proposes to engage in (A) designing, engineering, manufacturing, selling or distributing (x) towing systems and roof rack systems and related accessories or (y) any other product which the Company designs, engineers, manufactures, sells or distributes on or prior to the termination of the Executive's employment (the "Business") or (B) in providing services that are similar to, may be used as substitutes for or are use in competition with the BusinessAffiliated Companies, anywhere in the world in which any of their Confidential Information. The Executive further agrees to abide by all rules or regulations the Company or any of its subsidiaries engages or proposes may implement from time to engage in such Business. Notwithstanding the foregoing, nothing in this Agreement shall prevent the Executive from owning for passive investment purposes not intended time to circumvent this Agreement, less than five percent (5%) of the publicly traded equity securities of 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 conjunction with other affiliated parties, to select a director, manager, general partner, or similar governing official of the competing enterprise other than in connection with the normal and customary voting powers afforded the Executive in connection with any permissible equity ownership)further protect their Confidential Information.

Non-Competition. During In consideration of and in connection with --------------- Executive's purchase of shares of Class A Common Stock, Class B Common Stock and Preferred Stock, and the Term Company's obligations in respect of such shares, and (i) for a three (3) year period following a termination in order to protect the goodwill of the Executive's employment Company, as long as Executive is employed by the Company for Cause and owns shares of Class A Common Stock, Class B Common Stock or a voluntary termination by the Executive without Employee Good Reason or (ii) for eighteen (18) months following the termination of the Executive's employment by the Executive with Employee Good Reason or by the Company without CausePreferred Stock, the Executive shall not not, unless acting in accordance with the Company's prior written consent (which consent may be withheld in the Company's sole and absolute discretion), directly or indirectly, whether individuallyown, manage, join, operate or control, or participate in the ownership, management, operation or control of, or be connected as a director, managerofficer, memberemployer, stockholderemployee, partner, ownerconsultant, employee, consultant independent contractor or agent of any businessotherwise with, or in any other capacity, other than on behalf of the Company or an affiliate or successor 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 by or in association with connection with, any person, firm, corporation profit or non-profit business organization), or otherwise assist any person or entity that engages in or owns, invests in, operates, manages or controls any venture or enterprise organization which directly or indirectlyindirectly engages in wireless communications activities, engages or proposes to engage in (A) designing, engineering, manufacturing, selling or distributing (x) towing systems and roof rack systems and related accessories or (y) any other product which the Company designs, engineers, manufactures, sells or distributes on or prior to the termination part of the Executive's employment (United States or other region of the "Business") or (B) in providing services world; provided, that are similar to, may be used as substitutes for or are in competition with the Business, anywhere in the world in which the Company or any of its subsidiaries engages or proposes to engage in such Business. Notwithstanding -------- notwithstanding the foregoing, nothing Executive may engage in this Agreement the activities which exist as of the date of the Merger with respect to the entities set forth on Schedule 1(c). The parties agree that the foregoing shall prevent the not limit Executive from owning for making passive investment purposes not intended investments in the securities of any entity. If any provision of this Section 3 is adjudged by a court to circumvent be invalid or unenforceable, the same will in no way affect any other provision of this Section 3 or any other part of this Agreement, less than five percent (5%) the application of such provision in any other circumstances or the validity or enforceability of this Agreement. If any such provision, or any part thereof, is held to be unenforceable because of the publicly traded equity securities duration of any competing enterprise (so long as such provision or the Executive has no geographic area covered thereby, the parties agree that the court making such determination will have the power to managereduce the duration and/or geographic area of such provision, operateand/or to delete specific words or phrases, 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 its reduced form such provision will then be enforceable and customary voting powers afforded the Executive in connection with any permissible equity ownership)will be enforced.

Non-Competition. During While the Term Executive is employed by the Company and during the one (i) for a three (3) year l)-year period immediately following a termination of the Executive's ’s employment by with the Company for Cause any reason (the “Restricted Period”), the Executive shall not, directly or indirectly, whether as owner, partner, investor, consultant, agent, employee, independent contractor, co-venturer or otherwise, whether with or without compensation, compete or assist another Person in competing with the Business (as defined below), or any portion of the Business, in the United States of America (the “Restricted Area”) or undertake any planning for any business competitive with all or a voluntary termination by portion of the Business in the Restricted Area. Specifically, but without limiting the foregoing, the Executive agrees not to work for or provide services to, in any capacity, whether as an employee, independent contractor, consultant, agent, co-venturer, or otherwise, whether with or without Employee Good Reason compensation, any Person that is engaged in all or (ii) for eighteen (18) months following any portion of the Business, as conducted or in active planning to be conducted during the Executive’s employment with the Company or, with respect to the portion of the Restricted Period that follows the termination of the Executive's employment by ’s employment, at the Executive with Employee Good Reason or by the Company without Cause, the Executive shall not directly or indirectly, whether individually, as a director, manager, member, stockholder, partner, owner, employee, consultant or agent of any business, or in any other capacity, other than on behalf of the Company or an affiliate or successor 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 directly or indirectly, engages or proposes to engage in (A) designing, engineering, manufacturing, selling or distributing (x) towing systems and roof rack systems and related accessories or (y) any other product which the Company designs, engineers, manufactures, sells or distributes on or prior to the termination of time the Executive's ’s employment (the "Business") or (B) in providing services that are similar toterminates, may be used as substitutes for or are in competition with the Business, anywhere in the world in which the Company or any of its subsidiaries engages or proposes to engage in such BusinessRestricted Area. Notwithstanding the foregoing, nothing in this Agreement shall (A) prevent the Executive from providing services to a consulting firm that provides services to any business that competes with the Business, (B) preclude the Executive from owning for passive investment purposes not intended up to circumvent this Agreement, less than five two percent (52%) of the publicly traded equity securities of any competing enterprise business or (so long as C) prevent the Executive has no power from providing services to manage, operate, advise, consult with or control the competing enterprise and no power, alone or in conjunction with other affiliated parties, to select an entity that contains a director, manager, general partner, or similar governing official of the competing enterprise other than in connection business that competes with the normal and customary voting powers afforded Business, provided, that, the Executive in connection with any permissible equity ownership)is not responsible for (and does not engage or participate in) the day-to-day management, oversight or supervision of such business, and provided, further, that the Executive does not have direct supervision over the individual or individuals who are so responsible for such day-to-day management, oversight or supervision.

Non-Competition. During the Term and (i) for a three (3) year period following a termination of the Executive's Employee’s employment by the Company for Cause or a voluntary termination by the Executive without Employee Good Reason or (ii) for eighteen (18) months following the termination of the Executive's employment by the Executive with Employee Good Reason or by the Company without Cause, the Executive shall not directly or indirectly, whether individually, as a director, manager, member, stockholder, partner, owner, employee, consultant or agent of any business, or in any other capacity, other than on behalf of the Company or an affiliate or successor 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 directly or indirectly, engages or proposes to engage in (A) designing, engineering, manufacturing, selling or distributing (x) towing systems and roof rack systems and related accessories or (y) any other product which the Company designs, engineers, manufactures, sells or distributes on or prior to the termination of the Executive's employment (the "Business") or (B) in providing services that are similar to, may be used as substitutes for or are in competition with the Business, anywhere in the world in which the Company or any of its subsidiaries engages Affiliates and during the one (1) year period following the effectiveness of the termination of Employee’s employment by the Company or proposes Employee for any reason, Employee will not, in any capacity (including, but not limited to, owner, partner, member shareholder, consultant, advisor, financier, agent, employee, officer, director, manager or otherwise), directly or indirectly, for Employee’s own account or for the benefit of any natural person, corporation, partnership, trust, estate, joint venture, sole proprietorship, association, cooperative or other entity (any of the foregoing, a “Person”), establish, engage in, finance, advise, work for, or be connected with, except as an employee of the Company, any business 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 engage in such conduct business or have conducted business during Employee’s employment with the Company or any of its Affiliates (a “Competitive Business”). Notwithstanding the foregoing, (A) nothing in this Agreement Section 7(b) shall prevent preclude Employee from serving in any capacity (i.e., whether as an employee, partner, principal, member, investor, consultant or otherwise) to or in respect of a business or entity (including, without limitation, an investment trust or investment partnership) that provides investment services or is otherwise engaged in the Executive from owning business of investing capital for passive investment purposes not intended to circumvent this Agreementthird parties, less than five percent (5%) or any manager or affiliate of any of the publicly traded equity securities of foregoing (any competing enterprise (such entity, manager or affiliate hereafter called an “Investment Firm”) or that provides legal or accounting services, so long as Employee does not have personal, direct and material responsibilities for the Executive day to day operations of any Competitive Business in which such Investment Firm has made or directed an investment, and (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 event that, within one (1) year following the effectiveness of a Change in Control (I) Employee is 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 time that the Company has no power basis to manage, operate, advise, consult terminate Employee with or control the competing enterprise and no power, alone or in conjunction with other affiliated parties, to select a director, manager, general partner, or similar governing official of the competing enterprise other than in connection with the normal and customary voting powers afforded the Executive in connection with any permissible equity ownership)Cause.

Non-Competition. During (a) Employee hereby agrees that for the Term and (i) for a three (3) year period following a termination duration of Employee's employment with the Company, Employee will not, without the consent of the Executive's employment by the Company for Cause or a voluntary termination by the Executive without Employee Good Reason or (ii) for eighteen (18) months following the termination of the Executive's employment by the Executive with Employee Good Reason or by the Company without CauseCompany, the Executive shall not directly or indirectly, whether individuallyengage or invest in, as a directorown, managermanage, memberoperate, stockholderfinance, partnercontrol or participate in the ownership, ownermanagement, employeeoperation, consultant financing or agent of any businesscontrol of, be employed by, associated with, or in any other capacitymanner connected with, other than on behalf lend Employee's name to, lend Employee's credit to or render services or advice to, any business whose products or activities compete in whole or in part with the former, current or currently contemplated products or activities of the Company or an affiliate or successor any of the Companyits subsidiaries, 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 directly or indirectly, engages or proposes to engage in (A) designing, engineering, manufacturing, selling or distributing (x) towing systems and roof rack systems and related accessories or (y) any other product which the Company designs, engineers, manufactures, sells or distributes on or prior to the termination of the Executive's employment (the "Business") or (B) in providing services that are similar to, may be used as substitutes for or are in competition with the Business, anywhere in the world country in which the Company or any of its subsidiaries engages conducts business; PROVIDED, HOWEVER, that Employee may purchase or proposes otherwise acquire up to engage (but not more than) one percent of any class of securities of any enterprise (but without otherwise participating in the activities of such Business. Notwithstanding the foregoing, nothing in this Agreement shall prevent the Executive from owning for passive investment purposes not intended to circumvent this Agreement, less than five percent (5%enterprise) if such securities are listed on any national or regional securities exchange or have been registered under Section 12(g) of the publicly traded equity securities Securities Exchange Act of any competing enterprise 1934, as amended. Employee agrees that this covenant is reasonable with respect to its duration, geographical area, and scope. (so long as b) Employee hereby agrees that for a period of two (2) years following the Executive has no power to termination of Employee's employment with the Company, Employee will not, directly or indirectly, engage or invest in, own, manage, operate, advisefinance, consult with control or participate in the ownership, management, operation, financing, or control the competing enterprise and no powerof, alone be employed by, associated with, or in conjunction any manner connected with, lend Employee's name to, lend Employee's credit to or render services or advice to, any business whose products or activities compete in whole or in part with other affiliated partiesthe former, to select a director, manager, general partner, current or similar governing official currently contemplated products or activities of the competing Company or any of its subsidiaries, in any state of the United States or in any other country in which the Company or any of its subsidiaries sells products or conducts business; PROVIDED, HOWEVER, that Employee may purchase or otherwise acquire up to (but not more than) one percent of any class of securities of any enterprise other than (but without otherwise participating in connection the activities of such enterprise) if such securities are listed on any national or regional securities exchange or have been registered under Section 12(g) of the Securities Exchange Act of 1934, as amended. Employee agrees that this covenant is reasonable with respect to its duration, geographical area, and scope. (c) In the event of a breach by Employee of any covenant set forth in this Section 15, the term of such covenant will be extended by the period of the duration of such breach. (d) For a period of two (2) years following the termination of Employee's employment with the normal Company, Employee will, within ten days after accepting any employment, advise the Company of the identity of any employer of Employee. The Company may serve notice upon each such employer that Employee is bound by this Agreement and customary voting powers afforded the Executive in connection furnish each such employer with any permissible equity ownership)a copy of this Agreement or relevant portions hereof.

Non-Competition. During the Term and (i) for a three (3) year period following a termination In further consideration of the Executive's compensation to be paid to Employee hereunder, Employee acknowledges that in the course of Employee’s employment with the Company, Employee is and will become familiar with trade secrets and other Confidential Information concerning the Company Group and that Employee’s services will be of special, unique and extraordinary value to the Company Group. Therefore, Employee hereby covenants and agrees that, during the Employment Period and for six (6) months after the Termination Date (the “Restricted Period”), Employee shall not, without prior express written approval by the Company for Cause or a voluntary termination by the Executive without Employee Good Reason or (ii) for eighteen (18) months following the termination of the Executive's employment by the Executive with Employee Good Reason or by the Company without CauseBoard, the Executive shall not directly or indirectlyindirectly through any other Person or Persons (whether for compensation or otherwise): (a) own or hold any debt or equity interest in, whether individuallymanage, operate, control, consult with, render services for, or engage, join or participate in the ownership, management, operation or control of, or furnish any capital or loans to, any Person engaged in or actively pursuing the Business (a “Competing Business”), either as a an owner, officer, general or limited partner, principal, proprietor, joint venturer, shareholder, director, member, manager, memberinvestor, stockholderlender, partner, owneragent, employee, consultant consultant, trustee, affiliate or agent of otherwise; or (b) provide to any businessCompeting Business (whether as owner, officer, general or in limited partner, principal, proprietor, joint venturer, shareholder, director, member, manager, investor, agent, employee, consultant, trustee, affiliate or otherwise) any other capacityexecutive, other than on behalf managerial, strategic or business development services similar to those services that Employee provided to any member of the Company or an affiliate or successor of Group during Employee’s employment with 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 . Employee acknowledges and agrees that engages in or owns, invests in, operates, manages or controls any venture or enterprise which directly or indirectly, engages or proposes to engage in (A) designing, engineering, manufacturing, selling or distributing (x) towing systems and roof rack systems and related accessories or (y) any other product which the Company designs, engineers, manufactures, sells or distributes on or prior to the termination of the Executive's employment (the "Business") or (B) in providing services that are similar to, may be used as substitutes for or are in competition with the Business, anywhere in the world in which the Company or any of its subsidiaries engages or proposes to engage in such Business. Notwithstanding the foregoing, nothing provisions in this Agreement Section 8 shall prevent operate throughout the Executive United States, Canada, and any NATO country. Nothing herein shall prohibit Employee from owning for being a passive investment purposes owner of not intended to circumvent this Agreement, less more than five one percent (51%) of the publicly traded equity outstanding securities of any competing enterprise (publicly traded company engaged in a Competing Business, so long as the Executive Employee has no power active participation in such Competing Business. In addition, Employee agrees and acknowledges that the potential harm 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 any member of the competing enterprise other than Company Group of its non-enforcement outweighs any harm to Employee of its enforcement by injunction or otherwise. Employee acknowledges that Employee has carefully read this Agreement and has given careful consideration to the restraints imposed upon Employee by this Agreement, and is in connection full accord as to their necessity. Employee expressly acknowledges and agrees that each and every restraint imposed by this Agreement is reasonable with respect to the normal subject matter, time period and customary voting powers afforded geographical area and that this Section 8 is ancillary to the Executive in connection with any permissible equity ownership).sale of the Company from Employee to BioNovelus, Inc.

Non-Competition. During the Term and (i) for a three (3) year period following a termination Non-Competition Period, Executive shall not, without the prior written consent of the Executive's employment Xxxxxx expressly authorized by the Company for Cause or a voluntary termination by the Executive without Employee Good Reason or (ii) for eighteen (18) months following the termination Board of the Executive's employment by the Executive with Employee Good Reason or by the Company without CauseDirectors, the Executive shall not directly or indirectly, whether individuallyown, as a director, manager, member, stockholder, partner, owner, employee, consultant or agent of any business, or in any other capacity, other than on behalf of the Company or an affiliate or successor of the Company, organize, establish, ownmanage, operate, managejoin, control, engage in, participate in, invest inin or otherwise be connected or associated with, permit his name in any manner, including as an officer, director, employee, independent contractor, subcontractor, stockholder, member, manager, partner, principal, consultant, advisor, agent, proprietor, trustee or investor, any Competing Business; provided, however, that nothing in this Agreement shall prevent Executive from (a) owning five percent (5%) or less of the stock or other securities of a publicly held corporation, so long as Executive does not in fact have the power to be used bycontrol, act as a consultant or advisor todirect the management of, render and is not otherwise associated with, such corporation, or (b) performing services for (alone an investment bank, investment advisor or in association with any personinvestment fund that may, 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 directly or indirectly, engages own, manage, operate, join, control, participate in, invest in or proposes to engage otherwise be connected or associated with, in (A) designingany manner, engineeringany Competing Business, manufacturingprovided that Executive shall not, selling directly or distributing (x) towing systems and roof rack systems and related accessories or (y) indirectly, have any other product which the Company designsresponsibility whatsoever for, engineers, manufactures, sells or distributes on or prior to the termination of the Executive's employment (the "Business") or (B) in providing provide any services that are similar whatsoever to, may or otherwise be used as substitutes for connected or are in competition associated with the Business, anywhere in the world in which the Company or any of its subsidiaries engages or proposes to engage in such Competing Business. Notwithstanding the foregoing, nothing in this Agreement if a company has separate divisions or subsidiaries, some of which conduct a Competing Business and some of which conduct other businesses which are not Competing Businesses, then the restrictions imposed hereunder with respect to Competing Businesses shall prevent apply only to the divisions or subsidiaries of such company that conduct the Competing Businesses, provided that (x) Executive from owning for passive investment purposes not intended to circumvent this Agreementshall not, less than five percent (5%) directly or indirectly, have any responsibility whatsoever for, provide any services whatsoever to, or otherwise be connected or associated with any Competing Business of the publicly traded equity securities same company, and (y) Executive obtains the prior written consent of any competing enterprise (so long as Xxxxxx expressly authorized by the Executive has no power to manageBoard of Directors, operate, advise, consult with or control the competing enterprise and no power, alone or in conjunction with other affiliated parties, to select a director, manager, general partner, or similar governing official of the competing enterprise other than in connection with the normal and customary voting powers afforded the Executive in connection with any permissible equity ownership)which consent shall not be unreasonably withheld.

Non-Competition. During the Term period commencing on the Effective Date and (i) for a three (3) year period following a termination of ending on the Executive's employment by the Company for Cause or a voluntary termination by the Executive without Employee Good Reason or (ii) for eighteen (18) months second anniversary following the termination of your employment for any reason (whether during or upon expiration of the Executive's employment by Term) (the Executive with Employee Good Reason "Restricted Period"), you will not (except as an officer, director, stockholder, member, manager, employee, agent or by the Company without Cause, the Executive shall not consultant of Paramount) directly or indirectly, whether individuallyown, manage, operate, join, or have a financial interest in, control or participate in the ownership, management, operation or control of, or be employed as a director, manager, member, stockholder, partner, owner, an employee, consultant agent or agent of any businessconsultant, or in any other capacityindividual or representative capacity whatsoever, other than on behalf of the Company or an affiliate use or successor of the Company, organize, establish, own, operate, manage, control, engage in, participate in, invest in, permit his your name to be used byin connection with, act or be otherwise connected in any manner with any business or enterprise engaged in the institutional pharmacy business in any state in the United States in which the Group is then engaged or planning to engage in the institutional pharmacy business (any such business or enterprise, a "Competitive Enterprise"); provided that the foregoing restriction shall not be construed to prohibit the ownership by you together with your affiliates and associates, as the case may be, of not more than two percent (2%) of any class of securities of any corporation that is engaged in any of the foregoing businesses, having a consultant or advisor toclass of securities registered pursuant to the Securities Exchange Act of 1934, render services for (alone as amended, which securities are publicly owned and regularly traded on any national exchange or in association the over-the-counter market, provided further, that such ownership represents a passive investment and that you together with any personyour affiliates and associates, 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 either directly or indirectly, engages do not manage or proposes exercise control of any such corporation, guarantee any of its financial obligations, otherwise take part in its business other than exercising your rights as a shareholder, or seek to engage do any of the foregoing; and provided further, that if any Severance Benefits due to you are not paid when due, your obligations under this paragraph 7(b) shall terminate upon failure of the Company to cure such non-payment after thirty (30) days' prior written notice. Notwithstanding anything to the contrary in (A) designing, engineering, manufacturing, selling this Agreement or distributing (x) towing systems and roof rack systems and related accessories or (y) any other product which document or instrument, except as expressly set forth in the Company designspreceding sentence, engineers, manufactures, sells no breach or distributes failure to perform on or prior to the termination part of the Executive's employment (the "Business") or (B) in providing services that are similar to, may be used as substitutes for or are in competition with the Business, anywhere in the world in which the Company Paramount or any of its subsidiaries engages or proposes to engage in such Business. Notwithstanding the foregoing, nothing in affiliates shall relieve you of your obligations under this Agreement shall prevent the Executive from owning for passive investment purposes not intended to circumvent this Agreement, less than five percent (5%) of the publicly traded equity securities of 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 conjunction with other affiliated parties, to select a director, manager, general partner, or similar governing official of the competing enterprise other than in connection with the normal and customary voting powers afforded the Executive in connection with any permissible equity ownership)Section 7.

Non-Competition. During The Executive covenants and agrees that, during the Term Executive’s employment hereunder and (i) for a three period of twenty-four (3) year period following a termination of the Executive's employment by the Company for Cause or a voluntary termination by the Executive without Employee Good Reason or (ii) for eighteen (1824) months following thereafter (to the termination of the Executive's employment extent permitted by the Executive with Employee Good Reason or by the Company without Causelaw), the Executive shall will not directly at any time, in the United States or indirectlyany other jurisdiction in which the Company, the University or their corporate controlled affiliates is engaged or has reasonably firm plans to engage in business, whether individually, as a principal, investor, employee, consultant, independent contractor, officer, director, board member, manager, member, stockholder, partner, owner, employee, consultant or agent of any businessagent, or in any other capacityotherwise, other than on behalf of the Company or an affiliate or successor 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 other person, firm, corporation corporation, or business organization), work for, become employed by, engage in, carry on, provide services to, or otherwise assist in any manner (whether or not for compensation or gain) a person or entity that engages in or owns, invests in, operates, manages or controls any venture or enterprise which directly or indirectly, engages or proposes to engage business in (A) designing, engineering, manufacturing, selling or distributing (x) towing systems and roof rack systems and related accessories or (y) any other product which the Company, the University or any of their corporate controlled affiliates is engaged (a “Competing Business”), where Executive’s position or service for such Competing Business relates to Executive’s positions with or the types of services performed by the Executive for the Company, the University or any of their corporate controlled affiliates, or is otherwise competitive with the Company, the University’s or any of their affiliates’ products or services; provided, however, that the foregoing will not prohibit the Executive from (i) serving on Board of Directors (or comparable bodies) of other entities where the Company designsor the University has given prior permission, engineers, manufactures, sells or distributes on or prior to (ii) after the occurrence of both a Change of Control (as defined in Section 12) and the termination of the Executive's employment ’s employment, being employed by (A) a campus-based institution of higher education that derives no more than twenty percent (20%) of its revenues from online education, provided, that the "Business") Executive is not predominantly engaged in supporting the online education, or (B) an online learning company that does not provide higher education, or (iii) serving as a faculty member, “scholar in providing services residence” or similar academic position, provided, that are similar to, may be used as substitutes for or are in competition with the Business, anywhere in the world in which the Company or any of its subsidiaries engages or proposes to Executive does not engage in such Businessadministrative matters, other than to a de minimis extent. Notwithstanding the foregoing, nothing in this Agreement shall prevent the ownership by the Executive from owning for passive investment purposes not intended to circumvent this Agreement, of less than five percent (5%) of the publicly traded equity securities outstanding stock of 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 conjunction with other affiliated parties, to select corporation listed on a director, manager, general partner, or similar governing official national securities exchange shall not be deemed a violation of the competing enterprise other than in connection with the normal and customary voting powers afforded the Executive in connection with any permissible equity ownershipthis Section 9(a).

Non-Competition. During (a) The Executive agrees that, except in accordance with his duties under this Agreement on behalf of the Term Company, he will not during the Employment Period: participate in, be employed in any capacity by, serve as director, consultant, agent or representative for, or have an interest, directly or indirectly in, any enterprise which is engaged in the business of developing, licensing, or selling technology, products or services which are directly competitive with the Business of the Company or any of its Subsidiaries or with any technology, products or services being actively developed, with the bona fide intent to market same, by the Company or any of its Subsidiaries at the time in question; provided, however, that interests in publicly-traded entities that constitute less than a five percent (5%) interest in such entities, and do not otherwise constitute control either directly or indirectly of such entities, which interests were acquired or are held for investment purposes, shall not be deemed to be a violation of this paragraph. (ib) In addition, the Executive agrees that, for a three period of six (36) year period following a termination months after the end of the Executive's employment by the Company for Cause or (unless such employment is terminated due to a voluntary termination breach of the terms hereof by the Company in failing to pay to the Executive without Employee Good Reason all sums due him under the terms hereof or to honor any of its other obligations under this Agreement, in which event the following shall be inapplicable), the Executive shall not (1) own, either directly or indirectly or through or in conjunction with one or more members of his or his spouse's family or through any trust or other contractual arrangement, a greater than five percent (5%) interest in, or otherwise control either directly or indirectly, or (ii2) for eighteen (18) months following participate in, be employed in any capacity by, or serve as director, consultant, agent or representative for, any partnership, corporation, or other entity which is engaged in the business of developing, licensing, or selling technology, products or services which are directly competitive with the Business of the Company or any of its Subsidiaries as of the termination of the Executive's employment by with the Executive Company or which are directly competitive with Employee Good Reason any technology, products, or services being actively developed by the Company without Causeor any of its Subsidiaries, with the Executive shall not directly or indirectly, whether individuallybona fide intent to market same, as a director, manager, member, stockholder, partner, owner, employee, consultant or agent of any business, or in any other capacity, other than on behalf of the Company or an affiliate or successor 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 directly or indirectly, engages or proposes to engage in (A) designing, engineering, manufacturing, selling or distributing (x) towing systems and roof rack systems and related accessories or (y) any other product which the Company designs, engineers, manufactures, sells or distributes on or prior to the termination of the Executive's employment (at the "Business"Company; provided, however, that employment or service as a consultant, agent or representative shall not be subject to the foregoing limitation in this Section 18(b) to the extent that such employment or (B) in providing services that are similar to, may service would not be used as substitutes for or are in competition directly competitive with and/or adverse to the Business, anywhere in the world in which Business of the Company or any of its subsidiaries engages Subsidiaries or proposes with and to engage in any products or services being offered by the Company or any of its Subsidiaries at the date such Business. Notwithstanding employment terminated or then being actively developed, with the foregoingbona fide intent to market same, nothing in this Agreement shall prevent by the Company or any of its Subsidiaries. (c) Executive from owning further agrees, for passive investment purposes not intended to circumvent this Agreement, less than five percent twelve (5%12) months following the end of the publicly traded equity securities Executive's employment by the Company (unless such employment is terminated due to a breach of any competing enterprise (so long the terms hereof by the Company as the Executive has no power to manage, operate, advise, consult with or control the competing enterprise and no power, alone or described in conjunction with other affiliated partiesSection 12(b) above), to select a directorrefrain from directly or indirectly soliciting or hiring the Company's collaborative partners, managerconsultants, general partnercertified research organizations, principal vendors, licensees or similar governing official of the competing enterprise other than employees except any such solicitation in connection with activities that would not be directly competitive with and/or adverse to the normal Business of the Company or any of its Subsidiaries or with and customary voting powers afforded to any products or services being offered by the Company or any of its Subsidiaries at the date such employment terminated or then being actively developed, with the bona fide intent to market same, by the Company or any of its Subsidiaries. (d) Executive further agrees, while employed by the Company and for twelve (12) months following the end of the Executive's employment by the Company (unless such employment is terminated due to a breach of the terms hereof by the Company as described in Section 12(b) above), that he will not, directly or indirectly, as a sole proprietor, member of a partnership or as a stockholder, investor, officer or director of a corporation, or as an employee, agent, associate or consultant of any person, firm or corporation, other than for the exclusive benefit of the Company or any of its Subsidiaries, solicit or accept business from, or perform or supervise the performance of any services related to such business for, (i) any client of the Company or any of its Subsidiaries who was a client during the Executive's employment with the Company, (ii) any clients or prospective clients of the Company or any of its Subsidiaries who were solicited or serviced, directly or indirectly, by the Executive, in whole or in part, or (iii) any former client of the Company or any of its Subsidiaries who was a client within one (1) year prior to the Executive's termination of employment and who was solicited or serviced, directly or indirectly, by the Executive, or by those supervised, directly or indirectly, by the Executive, in whole or in part, in connection with activities that would be directly competitive with and/or adverse to the Business of the Company or any permissible equity ownership)of its Subsidiaries or with and to any products or services being offered by the Company or any of its Subsidiaries at the date such employment terminated or then being actively developed, with the bona fide intent to market same, by the Company or any of its Subsidiaries. (e) The Executive hereby agrees that damages and any other remedy available at law would be inadequate to redress or remedy any loss or damage suffered by the Company upon any breach of the terms of this Section 18 by the Executive, and the Executive therefore agrees that the Company, in addition to recovering on any claim for damages or obtaining any other remedy available at law, also may enforce the terms of this Section 18 by injunction or specific performance, and may obtain any other appropriate remedy available in equity.

Non-Competition. During the Term and (ia) for a three (3) year period following a termination of the Executive's Executive agrees that during his employment by the Company (which shall be deemed to include the period in which Executive is receiving any payments set forth in Section 9(h) hereto), and for Cause or a voluntary termination by the Executive without Employee Good Reason or period of one (iil) for eighteen (18) months following year after the termination of Executive’s employment hereunder (or, if applicable, after the Executive's employment by final severance payment) (the Executive with Employee Good Reason or by the Company without Cause“Non-Competitive Period”), the Executive shall not not, directly or indirectly, whether individuallyas owner, as a directorpartner, manager, memberjoint venturer, stockholder, partner, owner, employee, consultant or agent of any businessbroker, agent, principal, trustee, corporate officer, director, licensor, or in any other capacitycapacity whatsoever engage in, other than on behalf become financially interested in, be employed by, render any consultation or business advice with respect to, or have any connection with, any business engaged in the research, development, testing, design, manufacture, sale, lease, marketing, utilization or exploitation of any products or services which are designed for the same purpose as, are similar to, or are otherwise competitive with, products or services of the Company or an affiliate or successor any of its subsidiaries, in any geographic area where, at 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 directly or indirectly, engages or proposes to engage in (A) designing, engineering, manufacturing, selling or distributing (x) towing systems and roof rack systems and related accessories or (y) any other product which the Company designs, engineers, manufactures, sells or distributes on or prior to time of the termination of his employment hereunder, the Executive's employment (the "Business") or (B) in providing services that are similar to, may be used as substitutes for or are in competition with the Business, anywhere in the world in which business of the Company or any of its subsidiaries engages was being conducted or proposes was proposed to engage be conducted in any manner whatsoever; provided, however, that Executive may own any securities of any corporation which is engaged in such Business. Notwithstanding the foregoing, nothing business and is publicly owned and traded but in this Agreement shall prevent the Executive from owning for passive investment purposes an amount not intended to circumvent this Agreement, less than five exceed at any one time one percent (51%) of the publicly traded equity any class of stock or securities of any competing enterprise such corporation. In addition, Executive shall not, directly or indirectly, during the Non-Competitive Period, (so long as the Executive has no power to manage, operate, advise, consult with i) request or control the competing enterprise and no power, alone or in conjunction with other affiliated cause contracting parties, suppliers or customers with whom the Company or any of its subsidiaries has a business relationship to select a directorcancel or terminate any such business relationship with the Company or any of its subsidiaries or (ii) solicit, managerinterfere with, general partnerentice from the Company or hire any employee (or former employee) of the Company, or similar governing official cause or encourage any other person or entity to take any such action. (b) Executive acknowledges that the Company conducts business on a worldwide basis, that its sales and marketing prospects are for continued expansion into world markets and that, therefore, the territorial and time limitations set forth in this Section 13 are reasonable and properly required for the adequate protection of the competing enterprise other than business of the Company and its subsidiaries. In the event any such territorial or time limitation is deemed to be unreasonable by a court of competent jurisdiction, Executive agrees to the reduction of the territorial or time limitation to the area or period which such court deems reasonable. (c) If any portion of the restrictions set forth in connection with this Section 13 should, for any reason whatsoever, be declared invalid by a court of competent jurisdiction, the normal and customary voting powers afforded validity or enforceability of the Executive in connection with any permissible equity ownership)remainder of such restrictions shall not thereby be adversely affected.

Non-Competition. During By and in consideration of the Term Company’s entering into this Agreement and (i) for a three (3) year period following a termination the payments to be made and benefits to be provided by the Company hereunder, and in further consideration of the Executive's employment by ’s exposure to the Company for Cause or a voluntary termination by the Executive without Employee Good Reason or (ii) for eighteen (18) months following the termination Confidential Information of the Executive's employment by the Executive with Employee Good Reason or by the Company without CauseCompany, the Executive agrees that the Executive shall not not, during the Executive’s employment with the Company and for a twelve-month period following the Date of Termination (the “Restriction Period”), directly or indirectly, whether individuallyown, manage, operate, join, control, be employed by, or participate in the ownership, management, operation or control of, or be connected in any manner with, including, without limitation, holding any position as a stockholder, director, managerofficer, memberconsultant, stockholderindependent contractor, employee, partner, owner, employee, consultant or agent of any business, or in any other capacity, other than on behalf of the Company or an affiliate or successor of the Company, organize, establish, own, operate, manage, control, engage investor in, participate inany Restricted Enterprise (as defined below); provided, invest inhowever, permit his name to be used by, act as a consultant or advisor to, render services for (alone or that 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 directly or indirectly, engages or proposes to engage in no event (A) designing, engineering, manufacturing, selling or distributing (x) towing systems and roof rack systems and related accessories or (y) any other product which the Company designs, engineers, manufactures, sells or distributes on or prior to the termination of the Executive's employment (the "Business") or (B) in providing services that are similar to, may be used as substitutes for or are in competition with the Business, anywhere in the world in which the Company or any of its subsidiaries engages or proposes to engage in such Business. Notwithstanding the foregoing, nothing in this Agreement shall prevent ownership by the Executive from owning for passive investment purposes not intended to circumvent this Agreement, less than of five percent (5%) or less of the publicly traded equity outstanding securities of any competing enterprise (class of any issuer whose securities are registered under the Securities Exchange Act of 1934, as amended, standing alone, be prohibited by this Section 6(b), so long as the Executive has no power to manage, operate, advise, consult with or control the competing enterprise and no power, alone or in conjunction with other affiliated parties, to select a director, manager, general partnerdoes not have, or similar governing official exercise, any rights to manage or operate the business of such issuer other than rights as a stockholder thereof, nor (B) shall being employed by a Person that is a Restricted Enterprise, standing alone, be prohibited by this Section 6(b), so long as (i) such Person has more than one discrete and readily distinguishable part of its business, (ii) the Executive’s duties are not at or involving the part of such Person that is the Restricted Enterprise, including, without limitation, serving in a capacity where any Person involved in the Restricted Enterprise reports to the Executive and (iii) the Executive notifies the Company of employment with such Person prior to commencement of his or her employment with such Person. For purposes of this Section 6(b), “Restricted Enterprise” shall mean any Person that is engaged, directly or indirectly, in (or intends or proposes to engage in, or has been organized for the purpose of engaging in) the generic injectible pharmaceutical industry and any other businesses the Company engages in or is preparing to become engaged in, at the time of the competing enterprise other than in connection with Executive’s termination. During the normal and customary voting powers afforded twelve-month period following the Date of Termination, upon the request of the Company, the Executive in connection with any permissible equity ownership)shall notify the Company of the Executive’s then-current employment status.

Non-Competition. During the Term and (i) for a three (3) year period following a termination of the Executive's employment by While providing Service, Participant will not compete with the Company for Cause by engaging in the conception, design, development, production, marketing, or a voluntary termination by the Executive without Employee Good Reason or (ii) for eighteen (18) months following the termination of the Executive's employment by the Executive with Employee Good Reason or by the Company without Cause, the Executive shall not directly or indirectly, whether individually, as a director, manager, member, stockholder, partner, owner, employee, consultant or agent servicing of any business, product or in any other capacity, other than on behalf of the Company or an affiliate or successor 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 service that engages in or owns, invests in, operates, manages or controls any venture or enterprise which directly or indirectly, engages or proposes to engage in (A) designing, engineering, manufacturing, selling or distributing (x) towing systems and roof rack systems and related accessories or (y) any other product which the Company designs, engineers, manufactures, sells or distributes on or prior is substantially similar to the termination of the Executive's employment (the "Business") products or (B) in providing services that are similar to, may be used as substitutes for or are in competition with the Business, anywhere in the world in which the Company or any of its subsidiaries engages Subsidiaries provides, and will not work for, in any capacity (including, without limitation, as a consultant), assist, or proposes become affiliated with as an owner, partner, member, agent, representative or creditor of, either directly or indirectly, any individual or business which offers or performs services, or offers or provides products substantially similar to the services and products provided by the Company or any of its Subsidiaries. Following termination of Participant’s Service, during the Restricted Period, Participant will not, for any reason, within any market or country in which the Company or its Subsidiaries have operated assets or provided services, or formulated a plan to operate its assets or provide services during the last 12 months of Participant’s Service, engage in such Businessor contribute Participant’s knowledge to any work which is competitive with or similar to a product, process, apparatus, services, or development on which Participant worked or with respect to which Participant had access to while providing Service. Notwithstanding the foregoing, nothing in this Agreement herein shall prevent the Executive prohibit Participant from owning for being a passive investment purposes owner of not intended to circumvent this Agreement, less more than five two percent (5%) of the publicly traded equity securities of a publicly traded corporation engaged in a business that is in competition with the Company or any competing enterprise (of its Subsidiaries or Affiliates. In addition, nothing in this Section 16(a) shall be violated by Participant commencing employment with a subsidiary, division or unit of any entity that engages in a business in competition with the Company or any of its Subsidiaries or Affiliates so long as the Executive has no power to manageParticipant and such subsidiary, operatedivision or unit does not engage in (and does not assist, advisedirectly or indirectly, consult with or control the competing enterprise and no power, alone or in conjunction with other affiliated parties, to select engaging) a director, manager, general partner, or similar governing official of the competing enterprise other than business in connection competition with the normal Company or any of its Subsidiaries or Affiliates. Participant shall be released from the restrictions and customary voting powers afforded obligations set forth in this Section 16(a) upon the Executive occurrence of any event described in connection with any permissible equity ownership)subsections (i) or (ii) of a Qualified Liquidity Event.

Non-Competition. During (a) Executive agrees that, for a period commencing on the Term date hereof and ending one year after the termination of his employment with the Corporation for any reason, he shall not, anywhere in the world, directly or indirectly: (i) for a three (3) year period following a termination solicit or attempt to solicit business of any customers of the Executive's employment Corporation (including prospective customers solicited by the Company Corporation) for Cause products or a voluntary termination services the same or similar to those offered, sold, produced or under development by the Corporation during the term of his employment therewith or dealt in by Executive without Employee Good Reason or during his employment with the Corporation; (ii) otherwise divert or attempt to divert from the Corporation any business whatsoever; (iii) solicit or attempt to solicit for eighteen (18) months following the termination any business endeavor any employee of the Executive's Corporation; (iv) interfere with any employment relationship or other business relationship between the Corporation and any other individual, person, or other entity; (v) use the name of the Corporation or a name similar thereto; or (vi) render any services as an officer, director, employee, partner, consultant or otherwise to, or have any interest as a stockholder, partner, lender or otherwise in, any person which is engaged in activities which, if performed by Executive would violate this Section 8. (b) Executive agrees that during the Executive term of his employment with Employee Good Reason the Corporation, he will not, anywhere in the world, directly or by the Company without Causeindirectly engage, the Executive shall not directly or indirectly, whether individuallyas an independent contractor or otherwise, as a director, manager, member, stockholder, partner, owner, employee, consultant or agent of any business, or in any other capacity, other than activity for or on behalf of the Company or an affiliate or successor 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 in a competitive line of business to that engages in carried on by the Corporation, or owns, invests in, operates, manages or controls any venture or enterprise which directly or indirectly, engages or proposes to engage in (A) designingany manner in the design, engineeringdevelopment, manufacturing, selling assembling, installing, and/or marketing of rechargeable lithium battery technology or distributing other technology competitive with the business carried on by the Corporation or dealt in by Executive during his employment with the Corporation. (xc) towing systems and roof rack systems and related accessories or (y) any other product which If during the Company designs, engineers, manufactures, sells or distributes one year period commencing on or prior to the termination of the Executive's his employment (the "Business") or (B) in providing services that are similar to, may be used as substitutes for or are in competition with the BusinessCorporation for any reason, Executive, directly or indirectly engages, anywhere in the world world, as an independent contractor or otherwise, in which any activity for or on behalf of any person or entity in a competitive line of business to that carried on by the Company Corporation during the term of his employment therewith, or engages in any manner in the design, development, manufacturing, assembling, installing, and/or marketing of its subsidiaries engages rechargeable lithium battery technology or proposes to engage other technology competitive with the business carried on by the Corporation during the term of Executive's employment therewith or dealt in such Business. Notwithstanding by Executive during his employment with the foregoingCorporation, nothing all the non-exercised vested and unvested options held by Executive shall terminate. (d) The provisions contained in paragraphs (b) and (c) of this Agreement Section 8 shall not prevent the Executive from purchasing or owning for passive investment purposes not intended up to circumvent this Agreement, less than five percent (5%) of the publicly traded equity voting securities of any competing enterprise (so long as corporation, the Executive has no power to manage, operate, advise, consult with or control the competing enterprise and no power, alone or in conjunction with other affiliated parties, to select a director, manager, general partner, or similar governing official securities 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)which are publicly-traded.

Non-Competition. During In order to induce Company to enter into this Agreement and in consideration of Company entering into this Agreement, Executive agrees that during his employment with Company and for a period of two years after the Term and date on which Executive ceases to be employed by Company, Executive shall not (i) solicit or attempt to solicit or accept business from or in any way interfere or attempt to interfere with Company's relationship with any person, firm or corporation for a three (3) year period following a termination of which Company has provided services or products within the Executive's employment by the Company for Cause or a voluntary termination by the Executive without Employee Good Reason or prior two years; and (ii) for eighteen (18) months following the termination of the Executive's employment by the Executive with Employee Good Reason or by the Company without Cause, the Executive shall not either directly or indirectly, engage, hire, employ, or induce or encourage to leave employment any employee of Company. Executive further agrees that for a period of two years after the date on which Executive ceases to be employed by Company. Executive shall not, within the boundary of the United States, without the prior written consent of Company in each instance, directly or indirectly, in any manner or capacity, whether individuallyfor himself or herself or any other person and whether as proprietor, as a directorprincipal, managerowner, member, stockholdershareholder, partner, ownerinvestor, director, officer, executive, employee, consultant representative, distributor, consultant, independent contractor or agent otherwise, engage or have any interest in any entity which at any time during such term or such two-year period a customer of any businessCompany, or is engaged in the business of providing dedicated Internet access, web hosting, co-location, Internet-related hardware and software sales and systems and network integration, systems administration and web site management, and value-added solutions such as e-commerce, steaming media, network security and web development or in any other capacity, other than on behalf of the Company manner performs services or an affiliate or successor of the provides products similar to those provided by 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 directly or indirectly, engages or proposes to engage in (A) designing, engineering, manufacturing, selling or distributing (x) towing systems and roof rack systems and related accessories or (y) any other product which the Company designs, engineers, manufactures, sells or distributes on or prior to the termination of the Executive's employment (the "Business") or (B) in providing services that are similar to, may be used as substitutes for or are in competition with the Business, anywhere in the world in which the Company or any of its subsidiaries engages or proposes to engage in such Business. Notwithstanding the foregoing, nothing Executive shall not be deemed to be in violation of this Agreement shall prevent the Executive from owning Section simply for passive investment purposes not intended holding up to circumvent this Agreement, less than five percent (5%) of the publicly traded outstanding shares of any class of equity securities of any competing enterprise (so long a corporation that is engaged in providing products or services similar to those provided by Company and that has securities registered pursuant to a registration statement filed pursuant to the Exchange Act of 1934, as amended. It is agreed that the two-year time periods set forth in this Section shall be reduced to one year in the event Company terminates Executive's employment without Cause or Executive has no power to manage, operate, advise, consult with or control the competing enterprise and no power, alone or in conjunction with other affiliated parties, to select a director, manager, general partner, or similar governing official of the competing enterprise other than in connection with the normal and customary voting powers afforded the Executive in connection with any permissible equity ownership)terminates his employment for Good Reason.

Non-Competition. During the Term and (i) for It is mutually acknowledged that by virtue of Consultant's position as a three (3) year period following a termination director of the Executive's employment Company and his engagement hereunder, the Company has divulged and will divulge or make accessible to Consultant, and Consultant has and will become possessed of, certain valuable and confidential information concerning the customers, business methods, procedures and techniques of the Company. It is further understood that Consultant, in the course of and because of his position as a director of the Company and his engagement hereunder, has developed and will develop contacts among the customers of the Company, and it is mutually understood and agreed that the customers of the Company and the business methods and procedures and techniques developed by the Company are valuable assets and properties of the Company. Without limitation, it is also specifically acknowledged that great trust on the part of the Company has and will reside in Consultant because Consultant's duties will include involvement in the promotion and development of the Company's business. Consultant acknowledges that the restrictions and covenants set forth below constitute a material inducement to the Company to enter into this Agreement. Accordingly, the parties deem it necessary to enter into the protective agreements set forth below, the terms and conditions of which have been negotiated by and between the parties hereto: a. Consultant agrees with the Company and for Cause or a voluntary termination by the Executive without Employee Good Reason or (ii) for eighteen (18) months following benefit of the Company that through the actual date of termination of Consultant's engagement, and for a period of one (1) year thereafter (the Executive's employment by "Non-Compete Period"), Consultant will not, in his own behalf or on the Executive with Employee Good Reason behalf of any third party, engage in, manage, operate, join, control or by participate in the Company without Causeownership, the Executive shall not management operation or control of, or be connected in any manner with, directly or indirectly, whether individually, as a director, manager, member, stockholder, partner, owner, employee, consultant or agent of any business, or in any other capacity, other than on behalf business conducted within the Territories (as defined below) which competes with the business of the Company (as such exists during the term of Consultant's engagement); provided, however, Consultant's relationship with Advanta Corp., whether direct or an affiliate indirect, either during the Consulting Term or successor of the CompanyNon-Compete Period, organize, establish, own, operate, manage, control, engage in, participate in, invest in, permit his name to shall not be used prohibited by, act as and shall not constitute a consultant or advisor tobreach of, 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 directly or indirectly, engages or proposes to engage in (A) designing, engineering, manufacturing, selling or distributing (x) towing systems and roof rack systems and related accessories or (y) any other product which the Company designs, engineers, manufactures, sells or distributes on or prior to the termination provisions of the Executive's employment (the "Business") or (B) in providing services that are similar to, may be used as substitutes for or are in competition with the Business, anywhere in the world in which the Company or any of its subsidiaries engages or proposes to engage in such Business. Notwithstanding the foregoing, nothing in this Agreement shall prevent the Executive from owning for passive investment purposes not intended to circumvent this Agreement, less than five percent (5%) of the publicly traded equity securities of 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 conjunction with other affiliated parties, to select a director, manager, general partner, or similar governing official of the competing enterprise other than in connection with the normal and customary voting powers afforded the Executive in connection with any permissible equity ownership)subparagraph 6.

Non-Competition. During The Executive agrees that, except as otherwise approved in writing by the Company or as otherwise provided in this Subsection 5.4, the Executive shall not, during the Term (including any extensions, renewals or substitutions thereof), and (i) continuously for a three period of twelve (312) year period following a months commencing upon the end of the Term or any other termination of the Executive's ’s employment by the Company for Cause or a voluntary termination by the Executive without Employee Good Reason or (ii) for eighteen (18) months following the termination under this Agreement, regardless of the Executive's employment by cause for termination, individually, or jointly with others, either for himself, directly or indirectly, or on behalf of, through or in conjunction with any other person, persons, partnership, association, corporation, or other entity, own, maintain, operate, engage in, or have any interest in any business enterprise whose principal business purpose is the Executive with Employee Good Reason or by sale of financial products through a network of independent registered representatives in the Company without CauseState of Florida, the Executive and shall not directly or indirectlyindirectly act as an officer, whether individually, as a director, manager, member, stockholderemployee, partner, ownercontractor, employeeconsultant, consultant advisor, principal, agent, or agent of any businessproprietor, or in any other capacitycapacity for, other than on behalf nor lend any assistance (financial, managerial, consulting or otherwise) to or cooperate with, any such business enterprise; provided, however, that such provision shall not apply to the Executive’s ownership of Common Stock of the Company or an affiliate or successor 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 directly or indirectly, engages or proposes to engage in (A) designing, engineering, manufacturing, selling or distributing (x) towing systems and roof rack systems and related accessories or (y) any other product which the Company designs, engineers, manufactures, sells or distributes on or prior to the termination of acquisition by the Executive's employment (the "Business", solely as an investment, of securities of any issuer that is registered under Section 12(b) or (B) in providing services that are similar to, may be used as substitutes for or are in competition with the Business, anywhere in the world in which the Company or any of its subsidiaries engages or proposes to engage in such Business. Notwithstanding the foregoing, nothing in this Agreement shall prevent the Executive from owning for passive investment purposes not intended to circumvent this Agreement, less than five percent (5%12(g) of the publicly traded equity Securities Exchange Act of 1934, as amended, and that are listed or admitted for trading on any United States national securities exchange or that are quoted on the National Association of Securities Dealers Automated Quotations System, or any competing enterprise (similar system or automated dissemination of quotations of securities prices in common use, so long as the Executive has no power to managedoes not control, operate, advise, consult with acquire a controlling interest in or become a member of a group which exercises direct or indirect control of more than two percent (2%) of any class of capital stock of such corporation. The restrictions of this Subsection 5.4 shall not apply in the competing enterprise event Executive’s employment is terminated by the Company without Cause or by the Executive for Good Reason and no power, alone or in conjunction with other affiliated parties, to select a director, manager, general partner, or similar governing official either such case the Executive does not accept severance of any kind from the competing enterprise other than Company in connection with the normal and customary voting powers afforded the Executive in connection with any permissible equity ownership)such termination.

Non-Competition. During your employment with the Term Company and (i) for a three period of one (31) year period following a termination of thereafter (the Executive's employment by the Company for Cause or a voluntary termination by the Executive without Employee Good Reason or (ii) for eighteen (18) months following the termination of the Executive's employment by the Executive with Employee Good Reason or by the Company without Cause“Restricted Period”), the Executive shall you will not directly or indirectly, whether individuallyas an employee, as a officer, director, consultant, owner, manager, memberadvisor, stockholder, partner, owner, employee, consultant or agent of any businessinvestor, or otherwise, in any other capacity, other than on behalf of state in which the Company Group conducts business or an affiliate has customers (i) render advice or successor 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 services to, render services for (alone or in association with otherwise assist, any person, firm, corporation or business organization)association, or otherwise assist any person or entity that engages in or ownswho is engaged, invests in, operates, manages or controls any venture or enterprise which directly or indirectly, engages in the Restricted Business; (ii) hold a 2.5% or proposes to engage greater equity, voting or profit participation interest in any person, association, or entity who is engaged, directly or indirectly, in the Restricted Business or (Aiii) designingcarry on or be in any way engaged, engineeringconcerned or interested in or have business dealings with the Restricted Business. For purposes of this section, “Restricted Business” means the business of researching into, developing, manufacturing, selling distributing, selling, supplying or distributing (x) towing systems and roof rack systems and related accessories otherwise dealing with Restricted Products. “Restricted Products” means products or (y) any other product services which the Company designs, engineers, manufactures, sells or distributes on or prior to the termination are of the Executive's same or materially similar kind as the products or services (including but not limited to technical and product support, professional services, technical advice and other customer services) researched Confidentiality, Invention Assignment, Non-Solicit, Non-Compete and Arbitration Agreement (Colorado) into, developed, manufactured, distributed, sold or supplied by the Group and with which you were directly connected during your employment (the "Business") or (B) in providing services that are similar to, may be used as substitutes for or are in competition with the Business, anywhere in the world in which the Company or any its predecessor or about which you have received or developed Proprietary Information by reason of your employment with the Company or its subsidiaries engages or proposes to engage in such Businesspredecessor. Notwithstanding the foregoing, nothing with prior written consent from the Company which shall not be unreasonably withheld, you may accept employment or otherwise be engaged in or involved with a competitor of the Group that has multiple lines of business provided that, during the Restricted Period, you are employed by or provide services for a business unit of such competitor that is not engaged or otherwise involved with the Restricted Business. Nothing contained in this Agreement Section 7 shall prevent the Executive prohibit you from owning for of a passive investment purposes interest of not intended to circumvent this Agreement, less more than five percent (5%) of the 2.5% in a company with publicly traded equity securities securities, and whether on your own behalf or on behalf of others. You agree that the Restricted Period shall be extended by a period equal the length of 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 conjunction with other affiliated parties, to select a director, manager, general partner, or similar governing official violation 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)this Section 7.3.

Non-Competition. During the Term Restricted Period and (i) for a three (3) year period following a termination of in the Executive's employment by the Company for Cause Restricted Area, Employee will not engage in or a voluntary termination by the Executive without Employee Good Reason or (ii) for eighteen (18) months following the termination of the Executive's employment by the Executive with Employee Good Reason or by the Company without Causecarry on, the Executive shall not directly or indirectly, whether individually, as a director, manager, member, stockholder, partner, owner, employee, consultant or agent of any business, or in any other capacity, other than on behalf business similar to and competitive with the business of the Company or an affiliate or successor any other member of the CompanyCompany Group for which Executive performs services, organizeincluding any business engaged in: (i) well construction, establishwell intervention integrity, subsea well access, well flow management and production solutions similar to those divisions of the Company Group that engage in such activities, (ii) the business conducted by any other Company Group divisions in operation during the Employment Term for which Executive has direct or indirect responsibility, and (iii) any other business involving the Company Group’s current and planned (future) business, bids, projects, contracts, and Company Relationships (the “Competing Business”). Accordingly, during the Restricted Period and in the Restricted Area, Employee will not, directly or indirectly, own, manage, operate, managejoin, become employed or engaged by, partner in, control, engage in, participate in, invest inbe connected with, permit his name to be used by, act as a consultant loan money or advisor sell or lease equipment or property to, render services for (alone or in association with any person, firm, corporation or business organization), or otherwise assist be affiliated with any person Competing Business. For further clarity, Competing Business shall include the design, sales, marketing, fabrication, installation, provision, rental, repair, or entity that engages manufacturing of products or services similar to or functionally equivalent to those designed, sold, installed, repaired, fabricated, manufactured, produced, provided, rented, marketed or licensed by the Company. The foregoing notwithstanding, Employee may own less than 2% of the outstanding stock of any class for a Competing Business which sells its stock on a national securities exchange and if Employee is not involved in the management of such Competing Business. Further, Competing Business and Restricted Area, as defined above, shall not include any geographic areas, services, or owns, invests in, operates, manages or controls any venture or enterprise which directly or indirectly, engages or proposes to engage in (A) designing, engineering, manufacturing, selling or distributing (x) towing systems and roof rack systems and related accessories or (y) any other product which products of the Company designsin which Employee had no responsibility, engineersno involvement, manufactures, sells and about which he/she had no access to Confidential Information or distributes on or prior to Company Relationships during the termination last 12 months of the Executive's Employee’s employment (the "Business") or (B) in providing services that are similar to, may be used as substitutes for or are in competition with the Business, anywhere in the world in which the Company or any of its subsidiaries engages or proposes to engage in such Business. Notwithstanding the foregoing, nothing in this Agreement shall prevent the Executive from owning for passive investment purposes not intended to circumvent this Agreement, less than five percent (5%) of the publicly traded equity securities of 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 conjunction with other affiliated parties, to select a director, manager, general partner, or similar governing official of the competing enterprise other than in connection with the normal and customary voting powers afforded the Executive in connection with any permissible equity ownership)Company.

Non-Competition. During While the Term Executive is employed and (i) for a three (3) year period following a termination of the Executive's employment by the Company for Cause or a voluntary termination by the Executive without Employee Good Reason or (ii) for eighteen (18) months following the termination of the Executive's ’s employment by equal to the Executive with Employee Good Reason or by the Company without CauseNon-Competition Restricted Period (as defined below), the Executive shall not directly or indirectlynot, whether individually, individually as a director, manager, member, stockholder, partner, owner, employee, consultant or agent of any business, or in any other capacity, other than on behalf of the Company or an affiliate or successor 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 directly or indirectly, engages or proposes to engage in (A) designing, engineering, manufacturing, selling any business conducted by the Company or distributing its subsidiaries (x) towing systems 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 roof rack systems and related accessories as to which the Executive is aware) or (y) any other product which the Company designs, engineers, manufactures, sells or distributes on or within twelve (12) months prior to the Executive’s termination of the Executive's employment (the "Business") or (B) in providing services that are similar to, may be used as substitutes for or are in competition with the BusinessCompany, anywhere in each case, in the world in which geographic locations where the Company or any of its subsidiaries engages engage or proposes propose to engage in such business (the “Competitive Business”). Notwithstanding the foregoing, nothing in this Agreement shall prevent the Executive from owning for passive investment purposes not intended to circumvent this Agreementmay, less than five percent (5%) of the publicly traded equity directly or indirectly own, solely as an investment, securities of any competing firm, partnership, joint venture, association, corporation or other business organization, entity or enterprise (so long as engaged in the business of the Company which are publicly traded on a national or regional stock exchange or on the over-the-counter market if the Executive 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 is not a director, manager, general partnercontrolling person of, or similar governing official a member of the competing enterprise other than in connection 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 normal provisions of any other written agreement between the Company and customary voting powers afforded 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 in connection with 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 permissible equity ownership)other reason.

Non-Competition. (a) During the Term his employment by Glenmoor and (i) for a three (3) year period following a termination of 18 months thereafter, Muther will not, unless acting with the prior written consent of the Executive's employment by the Company for Cause or a voluntary termination by the Executive without Employee Good Reason or (ii) for eighteen (18) months following the termination Chairman of the Executive's employment by the Executive with Employee Good Reason or by the Company without CauseBoard, the Executive shall not directly or indirectly, whether individuallyown, manage, operate, join, control or participate in the ownership, management, operation or control, or be connected as a an officer, director, manager, member, stockholderemployee, partner, ownerprincipal, employeeagent, representative, consultant or agent of any business, otherwise with or in any other capacity, other than on behalf of the Company use or an affiliate or successor of the Company, organize, establish, own, operate, manage, control, engage in, participate in, invest in, permit his name to be used byin connection with, act (i) any business or enterprise that competes with the BPL Entities or any of their Subsidiaries or Affiliates or the Partnerships in any business or enterprise that contributes more than ten percent (10%) of the BPL Entities’ or any of their Subsidiaries’ or Affiliates’ or the Partnerships’ revenue, either during his employment by Glenmoor or on the Termination Date, as a consultant applicable, in any state in which such business or advisor to, render services for enterprise is so operated (alone whether or in association with any person, firm, corporation or not such business organizationis physically located within those areas) (the “Geographic Area”), or otherwise assist (ii) in any person or entity that engages in or owns, invests in, operates, manages or controls any venture business or enterprise which that is a customer of the BPL Entities or any of their Subsidiaries or Affiliates or the Partnerships if the BPL Entities or any of their Subsidiaries or Affiliates or the Partnerships derive at least five percent of its respective gross revenues either during his employment by Glenmoor or on the Termination Date, as applicable, from such customer. It is recognized by Muther that the business of the BPL Entities or any of their Subsidiaries and Affiliates and the Partnerships and Muther’s connection therewith is or will be involved in activity throughout the Geographic Area, and that more limited geographical limitations on this non-competition covenant are therefore not appropriate. Muther also shall not, directly or indirectly, engages during such 18 month period (i) solicit or proposes divert business from, or attempt to engage in (A) designingconvert any client, engineering, manufacturing, selling account or distributing (x) towing systems and roof rack systems and related accessories or (y) any other product which the Company designs, engineers, manufactures, sells or distributes on or prior to the termination customer of the Executive's employment (the "Business") or (B) in providing services that are similar to, may be used as substitutes for or are in competition with the Business, anywhere in the world in which the Company BPL Entities or any of its subsidiaries engages their Subsidiaries or proposes Affiliates or the Partnerships, whether existing at the date hereof or acquired during Muther’s employment nor (ii) following Muther’s employment, solicit or attempt to engage in such Business. Notwithstanding hire any then employee of the foregoing, nothing in this Agreement BPL Entities or any of their Subsidiaries or Affiliates or the Partnerships. (b) The foregoing restriction shall prevent not be construed to prohibit the Executive from owning for passive investment purposes not intended to circumvent this Agreement, ownership by Muther of less than five percent (5%) of the publicly traded equity any class of securities of any competing enterprise (so long corporation which is engaged in any of the foregoing businesses having a class of securities registered pursuant to the Exchange Act, provided that such ownership represents a passive investment and that neither Muther nor any group of persons including Muther in any way, either directly or indirectly, manages or exercises control of any such corporation, guarantees any of its financial obligations, otherwise takes any part in its business, other than exercising his rights as the Executive has no power to manage, operate, advise, consult with or control the competing enterprise and no power, alone or in conjunction with other affiliated parties, to select a director, manager, general partnershareholder, or similar governing official seeks to do any 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)foregoing.

Non-Competition. During In consideration of the Term compensation to be paid to you, and in recognition of the extensive Confidential Information (idefined above) including trade secrets to which you will have access while employed by the Employer, you agree that during your employment with Employer and for a three (3) year the period following a of time set forth on Schedule A after termination of your employment for any reason (the Executive's employment by the Company for Cause or a voluntary termination by the Executive without Employee Good Reason or (ii“Restricted Period”) for eighteen (18) months following the termination of the Executive's employment by the Executive with Employee Good Reason or by the Company without Causeyou shall not, the Executive shall not directly or indirectly, whether individuallyeither for you or for any other Person, as a directorpartnership, manager, member, stockholder, partner, owner, employee, consultant or agent of any businesscorporation, or in any other capacity, other than on behalf of the Company or an affiliate or successor of the Company, organize, establish, entity own, operate, manage, control, engage in, participate in, invest inconsult with, permit his name to be used by, act as a consultant or advisor to, render services for (alone any business or enterprise that competes with any business or division of any member of the Company Group for which you provided services during the 12 months prior to the termination of your employment. For purposes of this Agreement, the term “participate” includes any direct or indirect interest in any enterprise, whether as an officer, director, employee, partner, sole proprietor, agent, representative, independent contractor, consultant, franchisor, franchisee, advisor, creditor, owner or otherwise; provided that the term “participate” shall not include ownership of less than 5% of the stock of a publicly held corporation whose stock is traded on a national securities exchange or in association with any personthe over the counter market. For the purposes of this Section 2, firm, corporation or business organization), or otherwise assist a Person that “competes with” the Company means any person or entity that engages is engaged in or owns, invests in, operates, manages or controls any venture or enterprise which directly or indirectly, engages or proposes to engage in (A) designing, engineering, manufacturing, selling or distributing (x) towing systems the business of developing and roof rack systems marketing aesthetic device capital equipment and related accessories or (y) any other product material line of business in which any member of the Company designs, engineers, manufactures, sells or distributes on or prior to the termination Group is engaged in respect of which you have received Confidential Information (including any material line of business which any member of the Executive's employment (Company Group has specific plans to conduct, and does conduct, within 12 months of the "Business") or (B) time in providing services that are similar to, may be used as substitutes for or are in competition with the Business, anywhere in the world in question and of which the Company or any of its subsidiaries engages or proposes to engage in such Businessyou have knowledge). Notwithstanding the foregoing, nothing the restriction in this Agreement Section 2 shall prevent not apply to your employment with an entity that competes with the Executive from owning Company provided that you engage in activities for passive investment purposes such company with regard to a portion of its business that does not intended to circumvent this Agreement, less than five percent (5%) of compete with the publicly traded equity securities of any competing enterprise (so Company and as long as the Executive has no power to manage, operate, advise, consult with you are not engaged directly or control the indirectly in such activities for any business which is competing enterprise and no power, alone or in conjunction with other affiliated parties, to select a director, manager, general partner, or similar governing official of the competing enterprise other than in connection with the normal and customary voting powers afforded the Executive in connection with any permissible equity ownership)Company.

Non-Competition. During From and after the Term and (i) for a three (3) year period following a termination of the Executive's employment by the Company for Cause or a voluntary termination by the Executive without Employee Good Reason or (ii) for eighteen (18) months following the termination of the Executive's employment by the Executive with Employee Good Reason or by the Company without CauseCommencement Date, the Executive shall not will not, except pursuant to the terms hereof, directly or indirectly, whether individuallyown, as manage, operate, join, finance control or participate in the ownership, management, operation or control of, or be employed or be otherwise connected in any manner with, any business under a director, manager, member, stockholder, partner, owner, employee, consultant or agent name similar to the name of any business, or in any other capacity, other than on behalf of the Company or an affiliate any direct or successor 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 directly or indirectly, engages or proposes to engage in (A) designing, engineering, manufacturing, selling or distributing (x) towing systems and roof rack systems and related accessories or (y) any other product which the Company designs, engineers, manufactures, sells or distributes on or prior indirect subsidiary thereof. Prior to the termination of the Executive's employment hereunder and for a period after any such termination or expiration of this Agreement equal to the greater of (i) twelve (12) months and (ii) the "Business"balance of the then existing Employment Period (as if this Agreement were not terminated), the Executive will not (except as an officer, director, employee, agent or consultant of the Company) directly or 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 to be used in connection with, or be otherwise connected in any manner with (Bi) any business or enterprise engaged (wherever located) in providing services that are similar tothe design, may be used as substitutes for development, manufacture, distribution or are in competition with sale of any products, or the Businessprovision of any services, anywhere in the world in which the Company or its direct or indirect subsidiaries were designing, developing, manufacturing, distributing, selling or providing at any time up to an including the date of termination of this Agreement or (ii) any business which is similar to or competitive with the business carried on or planned by the Company or its direct or indirect subsidiaries at any time during the period of the Executive's employment by the Company, whether during or prior to the Employment Period, unless the Executive shall have obtained the prior written consent of the Board of Directors, provided that the foregoing restriction shall not be construed to prohibit the ownership by the Executive of not more than two percent (2%) of any class of securities of any corporation which is engaged in any of the foregoing businesses, having a class of securities registered pursuant to the Securities Exchange Act of 1934, which securities are publicly owned and regularly traded on any national exchange or in the over-the-counter market, provided further, that such ownership represents a passive investment and that neither 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 subsidiaries engages financial obligations, otherwise takes part in its business other than exercising his rights as a shareholder, or proposes seeks to engage in such Business. Notwithstanding do any of the foregoing, nothing in this Agreement shall prevent the Executive from owning for passive investment purposes not intended to circumvent this Agreement, less than five percent (5%) of the publicly traded equity securities of 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 conjunction with other affiliated parties, to select a director, manager, general partner, or similar governing official of the competing enterprise other than in connection with the normal and customary voting powers afforded the Executive in connection with any permissible equity ownership).

Non-Competition. During By and in consideration of the Company’s entering into this Employment Agreement and the payments to be made and benefits to be provided by the Company hereunder, and in further consideration of the Executive’s exposure to the Confidential Information of the Company and its Affiliates, the Executive agrees that the Executive shall not, during the Term and thereafter for the period during which the Severance Payments or Supplemental Disability Payments are payable or one (1) year following the end of the Term if no Severance Payments or Supplemental Disability Payments are payable (the “Restriction Period”), directly or indirectly, own, manage, operate, join, control, be employed by, or participate in the ownership, management, operation or control of, or be connected in any manner with, including, without limitation, holding any position as a stockholder, director, officer, consultant, independent contractor, employee, partner, or investor in, any Restricted Enterprise (as defined below); provided, that in no event shall ownership of one percent (1%) or less of the outstanding securities of any class of any issuer whose securities are registered under the Securities Exchange Act of 1934, as amended, standing alone, be prohibited by this Section 4.2, so long as the Executive does not have, or exercise, any rights to manage or operate the business of such issuer other than rights as a stockholder thereof. For purposes of this paragraph, “Restricted Enterprise” shall mean any Person that is actively engaged in any business which is either (i) for a three (3) year period following a termination in competition with the business of the Executive's employment by Company or any of its Affiliates conducted during the Company for Cause preceding twelve (12) months (or a voluntary termination by following the Executive without Employee Good Reason Term, the twelve (12) months preceding the last day of the Term), or (ii) for eighteen (18) months following the termination of the Executive's employment by the Executive with Employee Good Reason or proposed to be conducted by the Company without Causeor any of its Affiliates in the Company’s or Affiliate’s business plan as in effect at that time (or following the Term, the Executive shall not directly or indirectly, whether individually, business plan as a director, manager, member, stockholder, partner, owner, employee, consultant or agent of any business, or in any other capacity, other than on behalf effect as of the Company or an affiliate or successor last day of the CompanyTerm); provided, 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 directly or indirectly, engages or proposes to engage in (A) designing, engineering, manufacturing, selling or distributing (x) towing systems and roof rack systems and related accessories or (y) with respect to any other product which the Company designs, engineers, manufactures, sells or distributes on or prior to the termination of the Executive's employment (the "Business") or (B) in providing services Person that are similar to, may be used as substitutes for or are in competition with the Business, anywhere is actively engaged in the world refinery business, a Restricted Enterprise shall only include such a Person that operates or markets in any geographic area in which the Company or any of its subsidiaries engages Affiliates operates or proposes markets with respect to engage its refinery business and (y) with respect to any Person that is actively engaged in the fertilizer business, a Restricted Enterprise shall only include such Businessa Person that operates or markets in any geographic area in which the Company or any of its Affiliates operates or markets with respect to its fertilizer business. Notwithstanding During the foregoingRestriction Period, nothing in this Agreement upon request of the Company, the Executive shall prevent notify the Company of the Executive’s then-current employment status. For the avoidance of doubt, (A) the foregoing shall not prohibit the Executive from owning for passive investment purposes working in the State of Texas; provided, that the Executive’s so working does not intended to circumvent this Agreement, less than five percent involve any Restricted Enterprise that is operating in the State of Texas if the Company or any of its Affiliates is then operating in the State of Texas and (5%B) a Restricted Enterprise shall not include any Person or division thereof that is engaged in the business of the publicly traded equity securities of any competing enterprise supplying (so long as the Executive has no power to manage, operate, advise, consult with but not refining) crude oil or control the competing enterprise and no power, alone or in conjunction with other affiliated parties, to select a director, manager, general partner, or similar governing official of the competing enterprise other than in connection with the normal and customary voting powers afforded the Executive in connection with any permissible equity ownership)natural gas.

Non-Competition. During In consideration of the Term promises contained herein and (i) 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 or any company or entity of the WEX Group and for a three (3) year period following a termination of the Executive's employment by the Company for Cause or a voluntary termination by the Executive without Employee Good Reason or (ii) for eighteen (18) twelve months following the termination of the Executive's his/her employment by the Executive with Employee Good Reason or by the Company without Causeand any company or entity of the WEX Group for any reason, he/she shall not, on behalf of the Executive shall not Grantee him/herself or on behalf of or in conjunction with any other person, entity or organization other than the Company or any company or entity of the WEX Group, whether as an agent or otherwise: become employed by, render services to or directly or indirectlyindirectly (whether for compensation or otherwise, and whether individuallyas an employee, as a directoremployer, managerconsultant, memberagent, principal, partner, stockholder, partnerlender, ownerinvestor, employeecorporate officer, consultant or agent of any businessboard member, director, or in any other individual or representative capacity), other than on behalf own or hold a proprietary interest in, manage, operate, or control, or join or participate in the ownership, management, operation or control of, or furnish any capital to or be connected in any manner with, any Competing Enterprise. For purposes of this Paragraph (5bis), a “Competing Enterprise” means any entity, organization or person engaged, or planning to become engaged, in substantially the same or similar business to that being conducted or actively and specifically planned to be conducted during the Grantee’s employment with the Company or an affiliate any company or successor entity of the CompanyWEX Group or within six months after the Grantee’s termination of employment with the Company or any company or entity of the WEX Group. It Form of WEX Inc. Performance-Based Restricted Stock Unit Agreement under the WEX Inc. 2019 Equity and Incentive Plan includes, organizewithout limitation: (i) the business of developing, establishmanaging, ownoperating, operatemarketing, manageprocessing, 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)financing, or otherwise assist being involved in providing any person products or entity that engages in services relating to transaction or ownspayment processing, invests inincluding those for the benefit of fleets; travel; healthcare; education; payroll; or, operatesbenefits through charge cards, manages credit cards, procurement cards or controls any venture or enterprise which directly or indirectly, engages or proposes to engage in (A) designing, engineering, manufacturing, selling or distributing (x) towing systems and roof rack systems and related accessories or (y) any other form of payment services or electronic commerce; (ii) the sale, distribution or publication of petroleum product which the Company designs, engineers, manufactures, sells pricing or distributes on management information or prior other products or services currently sold or to the termination best of the Executive's employment (the "Business") or (B) in providing services that are similar to, may his/her knowledge contemplated to be used as substitutes for or are in competition with the Business, anywhere in the world in which sold by the Company or any of its subsidiaries engages owned or proposes to engage controlled subsidiaries, and (iii) the business of developing, managing, operating, marketing, processing, financing, or otherwise being involved in such Businessproviding commercial travel, entertainment and purchasing credit cards. Notwithstanding If notwithstanding the foregoing, nothing severability provisions in this Agreement shall prevent the Executive from owning for passive investment purposes not intended to circumvent this Agreement, less than five percent (5%Paragraph 5(bis) as set out above would be considered to be null and void, the Company, acting on behalf of the publicly traded equity securities of any competing enterprise employer, and the Grantee, agree to be bound by the following provision if the Grantee does not qualify as a sales representative (so long as the Executive has no power to manage, operate, advise, consult with or control the competing enterprise and no power, alone or in conjunction with other affiliated parties, to select a director, manager, general partner, or similar governing official of the competing enterprise other than in connection with the normal and customary voting powers afforded the Executive in connection with any permissible equity ownership).“Belgian Alternative Provision 1”):

Non-Competition. During You agree that , for the Term and period beginning with the Effective Date through the last day of the Transition Period, you will not without the prior written approval of Employer, directly or indirectly, for yourself or on behalf of or in conjunction with any other person or entity of whatever nature, engage or participate within the Market Area in competition with OPC in any aspect of CO2 sequestration projects for the (i) for a three (3) year period following a termination capture of CO2 and the Executive's employment by the Company for Cause or a voluntary termination by the Executive without Employee Good Reason injection of such CO2 into geological storage, or (ii) for eighteen marketing, provision and sale of CO2 capture, transportation, storage or sequestration consulting services provided in connection with the activities described in subclause (18i) months following above (the termination “Business”); provided, however, that “Business” shall not include any of the Executive's employment by foregoing primarily intended and used for Enhanced Recovery Operations. This prohibition shall prevent you, among other things, from directly or indirectly owning, managing, operating, joining, becoming an officer, director, employee or consultant of, or otherwise being affiliated with any person or entity primarily engaged in, or planning to primarily engage in, such Business in competition, or anticipated competition, in the Executive Market Area, with Employee Good Reason OPC. For these purposes, “Market Area” means any location within 75 miles of any location where, as of the Retirement Date, OPC conducts business or by has material plans to conduct business of which you are aware. Notwithstanding the Company without Causeforegoing provisions, you may, directly or indirectly own, solely as an investment, securities of any person engaged in the Executive shall Business that are publicly traded on a national or regional stock exchange or quotation system or on the over-the-counter market if you (A) are not a controlling person of, or a member of a group which controls, such person and (B) do not, directly or indirectly, whether individually, as a director, manager, member, stockholder, partner, owner, employee, consultant own 2% or agent more of any business, or in any other capacity, other than on behalf class of the Company or an affiliate or successor 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 directly or indirectly, engages or proposes to engage in (A) designing, engineering, manufacturing, selling or distributing (x) towing systems and roof rack systems and related accessories or (y) any other product which the Company designs, engineers, manufactures, sells or distributes on or prior to the termination of the Executive's employment (the "Business") or (B) in providing services that are similar to, may be used as substitutes for or are in competition with the Business, anywhere in the world in which the Company or any of its subsidiaries engages or proposes to engage in such Business. Notwithstanding the foregoing, nothing in this Agreement shall prevent the Executive from owning for passive investment purposes not intended to circumvent this Agreement, less than five percent (5%) of the publicly traded equity securities of any competing enterprise (so long such person. For the avoidance of doubt, your continued service on a board of directors as the Executive has no power to manage, operate, advise, consult with or control the competing enterprise and no power, alone or in conjunction with other affiliated parties, to select previously approved by OPC shall not be a director, manager, general partner, or similar governing official violation 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)this Paragraph 6.

Non-Competition. During (a) The Executive hereby acknowledges that the Term services which he will perform for the Company are of a special and unique nature, and that the Company would find it extremely difficult or impossible to replace the Executive. Accordingly, the Executive agrees that, in consideration of this Agreement and the payments to be received by him hereunder in the event the occurrence of certain actions as specified herein, the Executive will not (i) for a three from and after the date hereof through the period during which the Executive continues to be employed by the Company (3the "Employment Period"), and (ii) year period following a termination in the event of the Executive's employment by termination or resignation hereunder pursuant to the provisions set forth in Sections 2 and 4 hereof, for the one-year period thereafter (the "Non- Competition Period"), directly or indirectly, own, manage, operate, join, control or participate in the ownership, management, operation or control of, or be connected as a director, officer, employee, partner, lender, consultant or otherwise ("Participate" or a "Participation") with, any business or organization in any part of the United States in which the Company sells products or provides services, which Competes with the Company (as hereinafter defined), except with the Company's prior written consent. For purposes of this Agreement, a business or organization shall be deemed to "Compete with the Company" if such business or entity is engaged in the residential and/or commercial security business, and the residential and/or commercial security business constitutes the majority of such business or organization's business operations; provided, however, that with respect to a business or organization in which the residential and/or commercial security business constitutes less than the majority of such business or organization's business operations, the Executive shall be prohibited hereunder from Participating in the division, segment or other portion of such business or entity which is engaged in the residential and/or commercial security business during the Non-Competition Period. Nothing in this paragraph shall prohibit the Executive from owning for Cause investment purposes an aggregate of up to 3% of the publicly traded securities of any corporation listed on the New York or a voluntary termination American Stock Exchange or whose securities are quoted on the NASDAQ National Market, provided that there shall be no limitation on the percentage of ownership of the Company or any successor thereto that may be owned by the Executive without Employee Good Reason or (ii) for eighteen (18) months following hereunder. Notwithstanding anything which may be to the termination of the Executive's employment by the Executive with Employee Good Reason or by the Company without Causecontrary herein, the Executive shall not directly be required to cease Participation in any business or indirectlyorganization which begins to Compete with the Company subsequent to the time when the Executive commences such Participation, whether individuallyprovided that such business or organization began to Compete with the Company through no action, assistance, or plan of the Executive. (b) It is the desire and intent of the parties that the provisions of Section 11 of this Agreement shall be enforced under the laws and public policies applied in each jurisdiction in which enforcement is sought. Accordingly, if any particular provision of Section 11 of this Agreement is adjudicated to be invalid or unenforceable or shall for any reason be held to be excessively broad as to duration, geographic scope, activity or subject, it shall be construed by limiting and reducing it, so as to be enforceable to the extent compatible with applicable law and such provision shall be deemed modified and amended to the extent necessary to render such provision enforceable in such jurisdiction. (c) In the event of a directorbreach or threatened breach by the Executive of the provisions of Section 11(a), managerin addition to other remedies available to the Company at law (the amount of which shall be limited by this Section 11(c)) or in equity, memberthe Company shall be entitled to a temporary or permanent injunction or injunctions, stockholderor temporary restraining orders or orders to prevent breaches thereof, partnerin each case, ownerwithout the need to post any security or bond. All remedies available for breach of this Agreement are cumulative, employee, consultant or agent and the pursuit of any business, remedy shall not be construed as an election of such remedy or as prohibiting the Company from or limiting the Company in pursuing any other remedies available for any breach or threatened breach of this Agreement. The parties hereto agree and stipulate in advance that in any other capacity, other than action brought by or on behalf of the Company or an affiliate or successor to recover damages against the Executive for a breach of the Companyprovisions of Section 11(a) hereof, organize, establish, own, operate, manage, control, engage in, participate in, invest in, permit his name the maximum damages that may be awarded in the event that the Executive is ultimately adjudged to have breached such provisions shall 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 directly or indirectly, engages or proposes limited to engage in (A) designing, engineering, manufacturing, selling or distributing (x) towing systems and roof rack systems and related accessories or (y) any other product which the Company designs, engineers, manufactures, sells or distributes on or prior to the termination of the Executive's employment (most recent annual salary multiplied by a fraction, the "Business") or (B) in providing services numerator of which shall be the number of full months that are similar to, may be used as substitutes for or are in competition with the Business, anywhere in the world in which the Company or any of its subsidiaries engages or proposes to engage in such Business. Notwithstanding the foregoing, nothing in this Agreement shall prevent the Executive from owning for passive investment purposes not intended was finally adjudged to circumvent have been in breach of this Agreementcovenant, less than five percent (5%) and the denominator of the publicly traded equity securities of 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 conjunction with other affiliated parties, to select a director, manager, general partner, or similar governing official of the competing enterprise other than in connection with the normal and customary voting powers afforded the Executive in connection with any permissible equity ownership)which shall be twelve.

Non-Competition. During The Executive agrees, in consideration for the Term and (i) for a three (3) year period following a termination obligations of the Company hereunder, including, without limitation, any payments and benefits to be given to the Executive's employment by , that during the Company for Cause or a voluntary termination by Restricted Time the Executive without Employee Good Reason or will not (ii) for eighteen (18) months following the termination of the Executive's employment by the Executive with Employee Good Reason or by the Company without Cause, the Executive shall not directly or indirectly, whether individually, other than as a director, managerofficer, employee, agent or consultant of the Company), directly or indirectly own any interest in, manage, control, participate in (whether as an officer, member, stockholdermanager, director, employee, consultant, advisor, partner, owneragent, employeerepresentative or otherwise), consultant or agent of any businessconsult with, render services for, or in any other capacity, other than on behalf of the Company or an affiliate or successor of the Company, organize, establish, own, operate, manage, control, manner 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 engaged directly or indirectlyindirectly in a Competitive Activity in the Restricted Area, engages or proposes to engage in (A) designingincluding, engineeringwithout limitation, manufacturing, selling or distributing (x) towing systems and roof rack systems and related accessories or (y) the provision of any other product which the Company designs, engineers, manufactures, sells or distributes on or prior to the termination of the Executive's employment (the "Business") or (B) in providing services that are similar to, may be used as substitutes for or are in competition with the Business, anywhere in the world in which the Company or any of its subsidiaries engages Affiliates was designing, developing, selling or proposes providing, or planning to engage design, develop, sell or provide, in such Business. Notwithstanding the foregoingeither case, nothing in this Agreement shall prevent at any time while the Executive from owning for passive investment purposes was employed by the Company, nor assist or encourage anyone in doing the same, unless the Executive shall have obtained the prior written consent of the Board, provided, however, that the foregoing restrictions shall not intended be construed to circumvent this Agreement, less prohibit (i) the ownership by the Executive of not more than five percent (5%) of the publicly traded any class of equity securities of any competing enterprise (so long corporation having a class of equity securities registered pursuant to the Securities Exchange Act of 1934, as amended, which are publicly owned and regularly traded on any national securities exchange or over-the-counter market if such ownership represents a personal investment and neither the Executive has no power nor any group of Persons including the Executive either directly or indirectly in any way manages or exercises control of any such corporation, guarantees any of its financial obligations or otherwise takes part in its business (other than exercising the Executive’s right as an equity holder) or seeks to manage, operate, advise, consult with or control do any of the competing enterprise and no power, alone or in conjunction with other affiliated parties, to select a director, manager, general partnerforegoing, or similar governing official (ii) any activity consented to in writing by an authorized representative 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)Company.

Non-Competition. During The Employee acknowledges that the Term Employee performs services of a unique nature for the Company that are irreplaceable, and (i) that the Employee’s performance of such services to a competing business will result in irreparable harm to the Company. Accordingly, during the Employee’s employment hereunder and for a three (3) year period following a termination of the Executive's employment by the Company for Cause or a voluntary termination by the Executive without Employee Good Reason or (ii) for eighteen (18) months following the termination of the Executive's employment by the Executive with Employee Good Reason or by the Company without Cause90 days thereafter, the Executive Employee shall not (and shall cause the Employee’s Affiliates to not), directly or indirectly, whether individuallyown, as a director, manager, member, stockholder, partner, owner, employee, consultant or agent of any business, or in any other capacity, other than on behalf of the Company or an affiliate or successor of the Company, organize, establish, ownmanage, operate, manage, control, engage inbe employed by (whether as an employee, participate inconsultant, invest inindependent contractor or otherwise, permit his name to be used by, act as a consultant and whether or advisor to, not for compensation) or render services for (alone or to any Person, in association with whatever form, engaged in 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 directly or indirectly, engages or proposes to engage in (A) designing, engineering, manufacturing, selling or distributing (x) towing systems and roof rack systems and related accessories or (y) any other product which the Company designs, engineers, manufactures, sells or distributes on or prior to the termination of the Executive's employment (the "Business") or (B) in providing services that are similar to, may be used as substitutes for or are in competition with the Business, anywhere in the world in which the Company or any of its subsidiaries engages Affiliates is engaged on the date of termination or proposes in which they have planned, on or prior to engage such date, to be engaged in on or after such Businessdate, in any locale of any country in which the Company conducts business. Notwithstanding the foregoing, nothing in this Agreement herein shall prevent prohibit the Executive Employee from owning for being a passive investment purposes owner of not intended to circumvent this Agreement, less more than five one percent (51%) of the publicly traded equity securities of a publicly traded corporation engaged in a business that is in competition with the Company or any competing enterprise (of its Affiliates, so long as the Executive Employee has no power to manageactive participation in the business of such corporation. In addition, operatethe provisions of this Section 6.2 shall not be violated by the Employee commencing employment with a subsidiary, advise, consult with division or control the competing enterprise and no power, alone or unit of any entity that engages in conjunction with other affiliated parties, to select a director, manager, general partner, or similar governing official of the competing enterprise other than business in connection competition with the normal Company or any of its Affiliates so long as the Employee and customary voting powers afforded such subsidiary, division or unit does not, and does not have plans to, engage in a business in competition with the Executive in connection with Company or any permissible equity ownership)of its Affiliates.

Non-Competition. During (a) The Optionee agrees that during the Term term of employment and (i) for a three (3) year period following a until the first anniversary of the date of termination of the Executive's Optionee’s employment by with the Company for Cause or a voluntary termination by the Executive without Employee Good Reason any direct or (ii) for eighteen (18) months following the termination indirect subsidiary of the Executive's employment by Company, as the Executive with Employee Good Reason or by the Company without Causecase may be, the Executive shall such Optionee will not directly or indirectly, whether individually(i) engage in any business that operates quick service restaurants that compete directly with the business of EPL, as Inc. or its Affiliates in any market in which EPL, Inc. or its Affiliates presently operate restaurants or have targeted operating restaurants at the time of termination of such Optionee’s employment (a director“Competitive Business”), manager, member, stockholder, partner, owner, employee, consultant or agent of any business(ii) enter the employ of, or in render any other capacity, other than on behalf of the Company or an affiliate or successor 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 services to, render services for any Person engaged in a Competitive Business, (alone or in association with any person, firm, corporation or business organization)iii) acquire a financial interest in, or otherwise assist become actively involved with, any person or entity that engages engaged in or ownsa Competitive Business, invests in, operates, manages or controls any venture or enterprise which directly or indirectly, engages as an individual, partner, shareholder, officer, director, principal, agent, trustee or proposes to engage in (A) designingconsultant, engineering, manufacturing, selling or distributing (x) towing systems and roof rack systems and related accessories or (yiv) any other product which interfere with business relationships (whether formed before or after the Company designs, engineers, manufactures, sells or distributes on or prior to the termination date of the Executive's employment (the "Business"this Agreement) or (B) in providing services that are similar to, may be used as substitutes for or are in competition with the Business, anywhere in the world in which between the Company or any of its subsidiaries engages Affiliates and customers, suppliers, Partners, members or proposes to engage in such Businessinvestors of the Company or its Affiliates. Notwithstanding the foregoing, nothing the Optionee may, directly or indirectly own, solely as an investment, securities of any Person engaged in the business of the Company or its Affiliates which are publicly traded on a national or regional stock exchange or on the over-the-counter market if the Optionee (i) is not a controlling Person of, or a member of a group which controls, such Person and (ii) does not, direct or indirectly, own 5% or more of any class of securities of such Person. (b) It is expressly understood and agreed that although Optionee and Company consider the restrictions contained in this Section 8 and the following Section 9 to be reasonable, if a xxxxx judicial determination is made by a court of competent jurisdiction that the time or territory or any other restriction contained in this Agreement is an unenforceable restriction against Optionee, the provisions of this Agreement shall prevent not be rendered void but shall be deemed amended to apply as to such maximum time and territory and to such maximum extent as such court may judicially determine or indicate to be enforceable. Alternatively, if any court of competent jurisdiction finds that any restriction contained in this Agreement is unenforceable, and such restriction cannot be amended so as to make it enforceable, such finding shall not affect the Executive from owning for passive investment purposes not intended to circumvent this Agreement, less than five percent (5%) enforceability of any of the publicly traded equity securities of 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 conjunction with other affiliated parties, to select a director, manager, general partner, or similar governing official of the competing enterprise other than in connection with the normal and customary voting powers afforded the Executive in connection with any permissible equity ownership)restrictions contained herein.

Non-Competition. During (a) The Employee agrees and undertakes that, for as long as the Term and (i) for a three (3) year period following a termination of the Executive's employment Employee is employed by the Company and for Cause the Non Compete Period thereafter - the Employee shall not become financially interested in, be employed by, or a voluntary termination have any business connection with, any business or venture that is engaged in any activities competing with products or services offered by the Executive Company, including, without Employee Good Reason or (ii) for eighteen (18) months following the termination of the Executive's employment by the Executive with Employee Good Reason or by the Company without Causelimitation, the Executive shall not any activities involving video content advertisement, web advertisements, video data mining and video recommendation systems, directly or indirectly, whether individually, as a director, manager, member, stockholderowner, partner, ownerjoint venturer, shareholder, employee, broker, agent, principal, corporate officer, director, licensor or in any other capacity whatever; provided, however, that the Employee may own securities of any corporation which is engaged in such business and is publicly owned and traded, but in an amount not to exceed at any one time one percent of any class of stock or securities of such company, so long as he/she has no active role in the publicly owned and traded company as director, employee, consultant or agent otherwise. (b) The Employee agrees and undertakes that during the period of his or her employment with the Company and for twelve months thereafter the Employee will not (i) employ or retain any businessperson employed or retained by the Company or its affiliates on the date of the Employee’s termination or during the preceding twelve months, directly or indirectly, including personally or in any other capacitybusiness in which he or she is an officer, other than on behalf of the Company director or an affiliate shareholder; (ii) solicit, canvass or successor of the Companyapproach or endeavor to solicit, organize, establish, own, operate, manage, control, engage in, participate in, invest in, permit his name to be used by, act as a consultant canvass or advisor to, render services for (alone or in association with any person, firm, corporation or business organization), or otherwise assist approach any person or entity that engages in or owns, invests in, operates, manages or controls any venture or enterprise which directly or indirectly, engages or proposes to engage in (A) designing, engineering, manufacturing, selling or distributing (x) towing systems and roof rack systems and related accessories or (y) any other product which the Company designs, engineers, manufactures, sells or distributes on or prior to the termination of the Executive's employment (the "Business") or (B) in providing who was provided with services that are similar to, may be used as substitutes for or are in competition with the Business, anywhere in the world in which by the Company or its affiliates on the date of the Employee’s termination or during the preceding twelve months, for the purpose of offering services or products which compete with the services or products supplied by the Company. (c) If any one or more of its subsidiaries engages or proposes to engage in such Business. Notwithstanding the foregoing, nothing terms contained in this Agreement Section 8 shall, for any reason, be held to be excessively broad with regard to time, geographic scope or activity, the term shall prevent be construed in a manner to enable it to be enforced to the Executive from owning extent compatible with applicable law. (d) The Employee declares that he or she is aware that the Total Salary includes special consideration paid to the Employee for passive investment purposes not intended to circumvent the Employee’s undertakings set out in this Agreement, less than five percent (5%) of the publicly traded equity securities of 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 conjunction with other affiliated parties, to select a director, manager, general partner, or similar governing official of the competing enterprise other than in connection with the normal and customary voting powers afforded the Executive in connection with any permissible equity ownership)Section 8.

Non-Competition. During Executive's employment and in the Term and event of termination of Executive's employment by either ITG or Executive, for any reason, Executive shall not (iexcept as an officer, director, employee, agent or consultant of the Company) for a three during the two (32) year period following a termination of the Executive's employment by the Company for Cause or a voluntary termination by the Executive without Employee Good Reason or (ii) for eighteen (18) months following the termination of the Executive's employment by the Executive with Employee Good Reason or by the Company without CauseTermination Date, the Executive shall not directly or indirectly, whether individually(A) 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 a director, manager, member, stockholder, partner, owner, an employee, consultant agent or agent of any businessconsultant, or in any other capacityindividual or representative capacity whatsoever, other than on behalf of the Company or an affiliate use or successor of the Company, organize, establish, own, operate, manage, control, engage in, participate in, invest in, permit his name to be used byin connection with, act as or be otherwise connected in any manner with any business or enterprise that is actively engaged in any business in competition with ITG in the Restricted Industry within the Restricted Territory; provided that the foregoing restriction shall not be construed to prohibit the ownership by Executive of not more than one percent (1%) of any class of securities of any corporation which is engaged in any business in the Restricted Industry, having a consultant or advisor toclass of securities registered pursuant to the Securities Exchange Act of 1934, render services for (alone which securities are publicly owned and regularly traded on any national exchange or in association with the over-the-counter market, provided, further, that such ownership represents a passive investment and that neither Executive nor any persongroup of persons including Executive in any way, 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 either directly or indirectly, engages manages or proposes 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 engage in (A) designing, engineering, manufacturing, selling or distributing (x) towing systems and roof rack systems and related accessories or (y) do any other product which the Company designs, engineers, manufactures, sells or distributes on or prior to the termination of the Executive's employment (the "Business") or foregoing; (B) other than as provided in providing services that are similar toSection 9.4(E), may be used as substitutes for or are in competition with the Businessown, anywhere in the world in which the Company or any of its subsidiaries engages or proposes to engage in such Business. Notwithstanding the foregoing, nothing in this Agreement shall prevent the Executive from owning for passive investment purposes not intended to circumvent this Agreement, less than five percent (5%) of the publicly traded equity securities of any competing enterprise (so long as the Executive has no power to manage, operate, advisejoin, consult with or have a financial interest in, control or participate in the ownership, management, operation or control the competing enterprise and no powerof, alone or be employed as an employee, agent or consultant, or in conjunction with any other affiliated parties, to select a director, manager, general partnerindividual or representative capacity whatsoever, or similar governing official use or permit his name to be used in connection with, or be otherwise connected in any manner with any Prohibited Employer; provided that the foregoing restriction shall not be construed to prohibit the ownership by Executive of not more than one percent (1%) of any class of securities of any corporation which is a Prohibited Employer, having a class of securities registered pursuant to the Securities Exchange Act of 1934, which securities are publicly owned and regularly traded on any national exchange or in the over-the-counter market, provided, further, that such ownership represents a passive investment and that neither Executive nor any group of persons including Executive in any way, either directly or indirectly, manages or exercises control of any such corporation, guarantees any of its financial obligations, otherwise takes part in its business other than exercising his rights as a shareholder, or seeks to do any of the foregoing; or (C) solicit or call upon, divert or take away any Restricted Customers for purposes of conducting a competing enterprise other than business in connection the Restricted Industry. Notwithstanding anything in this Agreement to the contrary, at any time during the two-year period following the Termination Date, Executive may accept an offer of employment from a Tier 1 Customer if (i) ITG waives the Executive's obligations under this Section or (ii) Executive and the Tier 1 Customer from whom Executive has an offer of employment agree in writing that Executive will not have any duties, authority or responsibilities with the normal and customary voting powers afforded the Executive in connection with respect to any permissible equity ownership)denim-related business of that Tier 1 Customer.

Non-Competition. During Executive acknowledges that he has been provided and will continue to be provided trade secret information of the Term 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, Executive shall not, anywhere in the world, directly or indirectly (i) for a three (3) year period following a termination engage without the prior express written consent of the Executive's employment by Company, in any business or activity, whether as an employee, consultant, partner, principal, agent, representative, stockholder (except as a holder of less than 2% of the Company for Cause combined voting power of the outstanding stock of a publicly held company) or a voluntary termination by in any other individual, 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 Executive without Employee Good Reason Business; or (ii) for eighteen (18) months following meaningfully assist, help or otherwise support, without the termination prior express written consent of the Executive's employment by the Executive with Employee Good Reason Company, any person, business, corporation, partnership or by the Company without Cause, the Executive shall not directly other entity or indirectlyactivity, whether individuallyas an employee, as a director, manager, member, stockholderconsultant, partner, ownerprincipal, employeeagent, consultant or agent representative, stockholder (other than in the capacity as a stockholder of any business, 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, other than on behalf to create, commence or otherwise initiate, or to develop, enhance or otherwise further, any business or activity if Executive knows or reasonably should know that such business or activity, directly or indirectly competes in any material manner with the Business. For purposes of this Section 13, the term “Business” shall refer to the business of the Company or an affiliate or successor as then presently conducted and as conducted on the Date of Termination. As of the date of this Agreement, the business of the Company, organizegenerally, establishinvolves the development, ownmanufacture and distribution of medical equipment for treating, operatediagnosing, manageand managing sleep-disordered breathing and other respiratory disorders. Executive acknowledges that the restrictions set forth in this section 13.A. do not have the effect of preventing him from practicing his profession, controltrade or business, engage inand they do not impose a financial hardship upon him. Executive agrees that, participate inin addition to any other remedies available to the Company under applicable law, invest in, permit his name to be used by, act as in the event of a consultant or advisor to, render services for breach of this Section 13.A.: (alone or in association with any person, firm, corporation or business organization), 1) Executive shall immediately return (or otherwise assist any person or entity that engages in or owns, invests in, operates, manages or controls any venture or enterprise which directly or indirectly, engages or proposes pay) to engage in (A) designing, engineering, manufacturing, selling or distributing (x) towing systems and roof rack systems and related accessories or (y) any other product which the Company designs, engineers, manufactures, sells or distributes on or prior to the termination of the Executive's employment (the "Business") or (B) in providing services that are similar to, may be used as substitutes for or are in competition with the Business, anywhere in the world in which the Company or any of its subsidiaries engages or proposes to engage in such Business. Notwithstanding the foregoing, nothing in this Agreement shall prevent the Executive from owning for passive investment purposes not intended to circumvent this Agreement, less than five twenty percent (520%) of the publicly traded payments made under Sections 3.B(ii), (iii) and (vi); and (2) twenty percent (20%) of all unexercised options, all shares of restricted stock and all other equity securities 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 to the Company; and (3) with respect to twenty percent (20%) to any competing enterprise options vested pursuant to Section 3.B(v) and 3.C that were exercised, Executive shall pay to the Company an amount equal to the difference between the exercise price and the closing price of such shares on the date of exercise multiplied by the number of shares subject to the options exercised. Executive acknowledges that twenty percent (so long as the Executive has no power to manage, operate, advise, consult with or control the competing enterprise and no power, alone or in conjunction with other affiliated parties, to select a director, manager, general partner, or similar governing official 20%) of the competing enterprise other than payment required under Sections 3.B (ii), (iii) and (vi) and twenty percent (20%) of the accelerated vesting provided for under Section 3.B(v) and 3.C are provided to executive solely in connection with the normal and customary voting powers afforded the Executive in connection with any permissible equity ownership).exchange for his agreement under this Section 13.A.

Non-Competition. During the Term and (i) for For a period of three (3) year period following a termination of the Executive's employment by the Company for Cause or a voluntary termination by the Executive without Employee Good Reason or (ii) for eighteen (18) months years following the termination of the Executive's employment by the Executive with Employee Good Reason or by the Company without CauseClosing Date, the Executive Seller shall not, and Seller shall cause its Subsidiaries not to, directly or indirectly, whether individuallyin any capacity, as a director, manager, member, stockholder, partner, owner, employee, consultant engage in or agent of have any businessdirect or indirect ownership interest in, or in any other capacity, other than on behalf of the Company or an affiliate or successor of the Company, organize, establish, own, operate, manage, control, engage in, participate in, invest in, permit his its name to be used by, act as a consultant or advisor to, render services for in connection with (alone or other than those name permissions that are granted in association with any person, firm, corporation or business organizationthe ordinary course of business), or otherwise assist any person or entity business anywhere in the United States that engages in or ownsis engaged, invests in, operates, manages or controls any venture or enterprise which either directly or indirectly, engages in the AS Business or proposes to engage in the IRPS Business (A) designing, engineering, manufacturing, selling or distributing (x) towing systems and roof rack systems and related accessories or (y) any other product which the Company designs, engineers, manufactures, sells or distributes on or prior to the termination each of the Executive's employment foregoing being referred to herein as a “Competing Business”); provided, however, that the following shall not be deemed a violation of this Section 3.1.9(a). (i) Ownership of stock of any corporation listed on a national securities exchange or traded over the "Business") or (B) in providing services that are similar to, may be used counter so long as substitutes for or are in competition with the Business, anywhere in the world in which the Company or any Seller and its Subsidiaries collectively do not own more than an aggregate of its subsidiaries engages or proposes to engage in such Business. Notwithstanding the foregoing, nothing in this Agreement shall prevent the Executive from owning for passive investment purposes not intended to circumvent this Agreement, less than five percent (5%) of the publicly traded voting stock of such corporation; (ii) financing, lending or making extensions of credit to, or foreclosing on the collateral of, any Competing Business in the ordinary course of business, including, without limitation, acquiring any equity securities of any competing enterprise (so long as the Executive Person that has no power outstanding indebtedness to manage, operate, advise, consult with Seller or control the competing enterprise and no power, alone or in conjunction with other affiliated parties, to select a director, manager, general partnerany of its Affiliates, or operating a Competing Business as a result of such acquisition, in each case, in satisfaction of a debt previously contracted that is in a distressed or troubled situation; (iii) making any investment (or activity related thereto) in a fiduciary or agency capacity of any type and carried out on behalf of clients or other beneficiaries; or (iv) the ownership of, an affiliation with, or the conduct of any other prohibited activity with respect to, a Person that conducts, either directly or indirectly, a Competing Business (any such Person, together with all of its Affiliates, a “Competing Person”) that is the direct or indirect result of (A) the merger, consolidation, share exchange, sale or purchase of assets or similar governing official business combination involving Seller or any of its Affiliates and any Competing Person or (B) the acquisition of any Competing Person by Seller or any of its Affiliates, if, in the case of either (A) or (B), at least 75% of the competing enterprise other than total consolidated assets or total consolidated revenues (including as revenues net interest income revenues with respect to a lending business) of such Competing Person in connection with the normal calendar year prior to such ownership or affiliation does not relate to a Competing Business. It is recognized that the Target Businesses are expected to be conducted throughout the United States and customary voting powers afforded that more narrow geographical limitations of any nature on the Executive covenants set forth in connection with any permissible equity ownership)this Section 3.1.9 are, therefore, not appropriate.

Non-Competition. During (a) The Executive agrees that, except in accordance with his duties under this Agreement on behalf of the Term Company, he will not during the Employment Period: participate in, be employed in any capacity by, serve as director, consultant, agent or representative for, or have an interest, directly or indirectly in, any enterprise which is engaged in the business of developing, licensing, or selling technology, products or services which are directly competitive with the Business of the Company or any of its Subsidiaries or with any technology, products or services being actively developed, with the bona fide intent to market same, by the Company or any of its Subsidiaries at the time in question; provided, however, that interests in publicly-traded entities that constitute less than a five percent (5%) interest in such entities, and do not otherwise constitute control either directly or indirectly of such entities, which interests were acquired or are held for investment purposes, shall not be deemed to be a violation of this paragraph. (ib) In addition, the Executive agrees that, for a three period of six (36) year period following a termination months after the end of the Executive's ’s employment by the Company for Cause or a voluntary termination by the Executive without Employee Good Reason or (ii) for eighteen (18) months following the termination of the Executive's unless such employment by the Executive with Employee Good Reason or is terminated by the Company without Cause, or by the Executive for Good Reason, in which event the following shall be inapplicable), the Executive shall not (1) own, either directly or indirectly, whether individually, as a director, manager, member, stockholder, partner, owner, employee, consultant indirectly or agent of any business, through or in conjunction with one or more members of his or his spouse’s family or through any trust or other capacitycontractual arrangement, other than on behalf of the Company or an affiliate or successor 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 directly or indirectly, engages or proposes to engage in (A) designing, engineering, manufacturing, selling or distributing (x) towing systems and roof rack systems and related accessories or (y) any other product which the Company designs, engineers, manufactures, sells or distributes on or prior to the termination of the Executive's employment (the "Business") or (B) in providing services that are similar to, may be used as substitutes for or are in competition with the Business, anywhere in the world in which the Company or any of its subsidiaries engages or proposes to engage in such Business. Notwithstanding the foregoing, nothing in this Agreement shall prevent the Executive from owning for passive investment purposes not intended to circumvent this Agreement, less greater than five percent (5%) interest in, or otherwise control either directly or indirectly, or (2) participate in, be employed in any capacity by, or serve as director, consultant, agent or representative for, any partnership, corporation, or other entity which is engaged in the business of developing, licensing, or selling technology, products or services which are directly competitive with the Business of the publicly traded equity securities Company or any of its Subsidiaries as of the termination of the Executive’s employment with the Company or which are directly competitive with any competing enterprise technology, products, or services being actively developed by the Company or any of its Subsidiaries, with the bona fide intent to market same, as of the termination of the Executive’s employment at the Company. (so long as c) Executive further agrees, for twelve (12) months following the end of the Executive’s employment by the Company (unless such employment is terminated by the Company without Cause, or by the Executive has no power to managefor Good Reason, operate, advise, consult with or control in which event the competing enterprise and no power, alone or in conjunction with other affiliated partiesfollowing shall be inapplicable), to select a directorrefrain from directly or indirectly soliciting or hiring the Company’s collaborative partners, managerconsultants, general partnercertified research organizations, principal vendors, licensees or similar governing official of the competing enterprise other than employees except any such solicitation in connection with activities that would not be directly competitive with and/or adverse to the normal Business of the Company or any of its Subsidiaries or with and customary voting powers afforded to any products or services being offered by the Company or any of its Subsidiaries at the date such employment terminated or then being actively developed, with the bona fide intent to market same, by the Company or any of its Subsidiaries. (d) Executive further agrees, while employed by the Company and for twelve (12) months following the end of the Executive’s employment by the Company (unless such employment is terminated by the Company without Cause, or by the Executive for Good Reason, in which event the following shall be inapplicable), that he will not, directly or indirectly, as a sole proprietor, member of a partnership or as a stockholder, investor, officer or director of a corporation, or as an employee, agent, associate or consultant of any person, firm or corporation, other than for the exclusive benefit of the Company or any of its Subsidiaries, solicit or accept business from, or perform or supervise the performance of any services related to such business for, (i) any client of the Company or any of its Subsidiaries who was a client during the Executive’s employment with the Company, (ii) any clients or prospective clients of the Company or any of its Subsidiaries who were solicited or serviced, directly or indirectly, by the Executive, in whole or in part, or (iii) any former client of the Company or any of its Subsidiaries who was a client within one (1) year prior to the Executive’s termination of employment and who was solicited or serviced, directly or indirectly, by the Executive, or by those supervised, directly or indirectly, by the Executive, in whole or in part, in connection with activities that would be directly competitive with and/or adverse to the Business of the Company or any permissible equity ownership)of its Subsidiaries or with and to any products or services being offered by the Company or any of its Subsidiaries at the date such employment terminated or then being actively developed, with the bona fide intent to market same, by the Company or any of its Subsidiaries. (e) The Executive hereby agrees that damages and any other remedy available at law would be inadequate to redress or remedy any loss or damage suffered by the Company upon any breach of the terms of this Section 16 by the Executive, and the Executive therefore agrees that the Company, in addition to recovering on any claim for damages or obtaining any other remedy available at law, also may enforce the terms of this Section 16 by injunction or specific performance, and may obtain any other appropriate remedy available in equity.

Non-Competition. During (a) The Employee hereby agrees that for the Term and (i) for a three (3) year period following a termination duration of the ExecutiveEmployee's employment by with the Company for Cause or a voluntary termination by Company, the Executive Employee will not, without Employee Good Reason or (ii) for eighteen (18) months following the termination consent of the Executive's employment by the Executive with Employee Good Reason or by the Company without CauseCompany, the Executive shall not directly or indirectly, whether individuallyengage or invest in, as a directorown, managermanage, memberoperate, stockholderfinance, partnercontrol or participate in the ownership, ownermanagement, employeeoperation, consultant financing or agent of any businesscontrol of, be employed by, associated with, or in any other capacitymanner connected with, other than on behalf lend the Employee's name to, lend the Employee's credit to or render services or advice to, any business whose products or activities compete in whole or in part with the former, current or currently contemplated products or activities of the Company or an affiliate or successor any of the Companyits subsidiaries, 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 directly or indirectly, engages or proposes to engage in (A) designing, engineering, manufacturing, selling or distributing (x) towing systems and roof rack systems and related accessories or (y) any other product which the Company designs, engineers, manufactures, sells or distributes on or prior to the termination of the Executive's employment (the "Business") or (B) in providing services that are similar to, may be used as substitutes for or are in competition with the Business, anywhere in the world country in which the Company or any of its subsidiaries engages conducts business; provided, however, that the Employee may purchase or proposes otherwise acquire up to engage (but not more than) one percent of any class of securities of any enterprise (but without otherwise participating in the activities of such Business. Notwithstanding the foregoing, nothing in this Agreement shall prevent the Executive from owning for passive investment purposes not intended to circumvent this Agreement, less than five percent (5%enterprise) if such securities are listed on any national or regional securities exchange or have been registered under Section 12(g) of the publicly traded equity securities Securities Exchange Act of any competing enterprise 1934, as amended. The Employee agrees that this covenant is reasonable with respect to its duration, geographical area, and scope. (so long as b) The Employee hereby agrees that for a period of two (2) years following the Executive has no power to termination of the Employee's employment with the Company, the Employee will not, directly or indirectly, engage or invest in, own, manage, operate, advisefinance, consult with control or participate in the ownership, management, operation, financing, or control the competing enterprise and no powerof, alone be employed by, associated with, or in conjunction any manner connected with, lend the Employee's name to, lend the Employee's credit to or render services or advice to, any business whose products or activities compete in whole or in part with other affiliated partiesthe former, to select a director, manager, general partner, current or similar governing official currently contemplated products or activities of the competing Company or any of its subsidiaries, in any state of the United States or in any other country in which the Company or any of its subsidiaries sells products or conducts business; provided, however, that the Employee may purchase or otherwise acquire up to (but not more than) one percent of any class of securities of any enterprise other than (but without otherwise participating in connection the activities of such enterprise) if such securities are listed on any national or regional securities exchange or have been registered under Section 12(g) of the Securities Exchange Act of 1934, as amended. The Employee agrees that this covenant is reasonable with respect to its duration, geographical area, and scope. (c) In the event of a breach by the Employee of any covenant set forth in this Section 15, the term of such covenant will be extended by the period of the duration of such breach. (d) For a period of two (2) years following the termination of the Employee's employment with the normal Company, the Employee will, within ten days after accepting any employment, advise the Company of the identity of any employer of the Employee. The Company may serve notice upon each such employer that the Employee is bound by this Agreement and customary voting powers afforded the Executive in connection furnish each such employer with any permissible equity ownership)a copy of this Agreement or relevant portions hereof.

Non-Competition. During the Term and (i) for a three (3) year period following a termination Because of the Executive's employment by Company’s legitimate business interest as described herein and the Company for Cause or a voluntary termination by the Executive without Employee Good Reason or (ii) for eighteen (18) months following the termination of good and valuable consideration offered to the Executive's employment by , during the Executive with Employee Good Reason or by Employment Term (the Company without Cause“Restriction Period”), the Executive shall agrees and covenants not to engage in Prohibited Activity in the development, implementation, operation, supply and marketing of a publishing platform for content management or other business aggregating third party media brands or publishers into a network for the purpose of conducting collective advertising sales in connection with the offering of such platform or services to third party customers (the “Competing Business”). For purposes of this Section 1.4(a), “Prohibited Activity” is activity in which the Executive contributes her knowledge, directly or indirectly, whether individuallyin whole or in part, as a directoran employee, employer, owner, operator, manager, memberadvisor, consultant, agent, employee, partner, director, stockholder, partnerofficer, ownervolunteer, employee, consultant or agent of any businessintern, or in any other capacity, other than on behalf of the Company or similar capacity to an affiliate or successor 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 directly or indirectly, engages or proposes to engage in (A) designing, engineering, manufacturing, selling or distributing (x) towing systems and roof rack systems and related accessories or (y) any other product which the Company designs, engineers, manufactures, sells or distributes on or prior to the termination of the Executive's employment (the "Business") or (B) in providing services that are similar to, may be used as substitutes for or are in competition with the Business, anywhere engaged in the world in which the Company or any of its subsidiaries engages or proposes to engage in such Competing Business. Notwithstanding the foregoing, nothing in this Agreement Nothing herein shall prevent prohibit the Executive from purchasing or owning for passive investment purposes not intended to circumvent this Agreement, less than five percent (5%) of the publicly traded equity securities of any competing enterprise corporation that engages in the Competing Business, provided that such ownership represents a passive investment and that the Executive is not a controlling person of, or a member of a group that controls, such corporation. Notwithstanding the foregoing, the Executive may, without violating this Section, (so i) provide services that are unrelated to the Competing Business to any entity or person engaged in the Competing Business, as long as the Executive is working in a division, unit, subsidiary, branch and/or affiliate that is not engaged in the Competing Business; (ii) own securities in any venture capital, private debt or equity investment fund or similar investment entity that holds securities in an entity that may be engaged in the Competing Business or own, as a passive investment, securities in a privately held entity engaged in the Competing Business, provided that the number of shares of such entity’s securities that are owned beneficially by Executive represent less than five percent (5%) of the total number of outstanding shares of such entity’s securities; or (iii) work for a venture capital or private equity fund that has no power portfolio companies that engage in the Competing Business, so long as Executive does not actively participate in the relationship between such fund and the portfolio companies that engage in the Competing Business. During the Executive’s employment and after the termination of the Executive’s employment with the Company for any reason, the Executive agrees and covenants not to manageuse any Confidential Information to engage in any Prohibited Activity. Confidential Information includes, operatebut is not limited to, adviseall information not generally known to the public, consult with in spoken, printed, electronic or control any other form or medium, relating directly or indirectly to: business processes, practices, methods, policies, plans, publications, documents, research, operations, services, strategies, techniques, agreements, contracts, terms of agreements, transactions, potential transactions, negotiations, know-how, trade secrets, computer programs, computer software, applications, operating systems, software design, web design, work-in-process, databases, manuals, records, articles, systems, material, sources of material, supplier information, vendor information, financial information, results, legal information, marketing information, advertising information, pricing information, design information, personnel information, suppliers, vendors, developments, reports, sales, revenues, costs, formulae, product plans, designs, styles, models, ideas, inventions, patent, patent applications, original works of authorship, discoveries, specifications, customer information, client information, the competing enterprise and no power, alone or in conjunction with other affiliated parties, to select a director, manager, general partnerCompany, or similar governing official its businesses or any existing or prospective customer, supplier, investor or other associated third party, or of any other person or entity that has entrusted information to the competing enterprise Company in confidence. Confidential Information also includes other than information that is marked or otherwise identified as confidential or proprietary, or that would otherwise appear to a reasonable person to be confidential or proprietary in connection with the normal context and customary voting powers afforded circumstances in which the information is known or used. Confidential Information developed by the Executive in connection the course of the employment of the Executive by the Company shall be subject to the terms and conditions of this Agreement as if the Company furnished the same Confidential Information to the Executive in the first instance This Section 1.4(a) does not, in any way, restrict or impede the Executive from exercising protected rights to the extent that such rights cannot be waived by agreement or from complying with any permissible equity ownership)applicable law or regulation or a valid order of a court of competent jurisdiction or an authorized government agency, provided that such compliance does not exceed that required by the law, regulation, or order. The Executive shall promptly provide written notice of any such order to the Company’s Chief Executive Officer or President.

Non-Competition. (a) During the Term and (i) for a three period of one (31) year period following a termination thereafter, Employee shall not, without the prior written consent of the Executive's employment by the Company for Cause or a voluntary termination by the Executive without Employee Good Reason or (ii) for eighteen (18) months following the termination of the Executive's employment by the Executive with Employee Good Reason or by the Company without CauseEmployer, the Executive shall not directly or indirectly, whether individuallyown, manage, operate, join, control, finance or participate in the ownership, management, operation, control or financing of, or be connected as a an officer, director, manager, member, stockholderemployee, partner, ownerprincipal, employeeagent, consultant or agent of any businessrepresentative, consultant, or in any other capacity, other than on behalf of the Company otherwise with or an affiliate use or successor of the Company, organize, establish, own, operate, manage, control, engage in, participate in, invest in, permit his name to be used byin connection with, 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 directly or indirectly, engages or proposes to engage in (A) designing, engineering, manufacturing, selling or distributing (x) towing systems and roof rack systems and related accessories or (y) engaged within any other product which the Company designs, engineers, manufactures, sells or distributes on or prior to the termination state of the Executive's employment (United States, the "Business") District of Columbia or (B) any foreign jurisdiction in providing services any business that are similar to, may be used as substitutes for or are in competition competes with the Businessbusiness of Employer’s business as in effect either during the Term or on the date Employee’s employment terminates, anywhere as applicable. It is recognized by Employee that the business of the Employer and Employee’s connection therewith is or will be international in scope, and that geographical limitations on this non-competition covenant and the world non-solicitation covenant set forth in which Paragraph 9 are therefore not appropriate. (b) The foregoing restriction shall not be construed to prohibit the Company or any ownership by Employee of its subsidiaries engages or proposes to engage in such Business. Notwithstanding the foregoing, nothing in this Agreement shall prevent the Executive from owning for passive investment purposes not intended to circumvent this Agreement, less more than five percent (5%) of the publicly traded equity any class of securities of any competing enterprise (so long corporation which is engaged in any of the foregoing businesses, having a class of securities registered pursuant to the Securities Exchange Act of 1934, provided that such ownership represents a passive investment and that neither the Employee nor any group of persons including Employee 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 the Executive has no power to manage, operate, advise, consult with or control the competing enterprise and no power, alone or in conjunction with other affiliated parties, to select a director, manager, general partnershareholder, or similar governing official seeks to do any 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)foregoing.

Non-Competition. During (a) In partial consideration of the Term payment of the Purchase Price, as set forth in Section 2.03, the Seller and (i) the Purchaser agree that for a three period of two (32) year period following a termination of years after the Executive's employment by Closing (the Company for Cause or a voluntary termination by the Executive without Employee Good Reason or (ii) for eighteen (18) months following the termination of the Executive's employment by the Executive with Employee Good Reason or by the Company without Cause“Restricted Period”), the Executive Seller shall not, and shall cause his Affiliates not to engage, directly or indirectly, whether individually, as a director, manager, member, stockholder, partner, owner, employee, consultant or agent of any business, or in any other capacitybusiness anywhere in the world that manufactures, other than on behalf produces or supplies products or services of the kind manufactured, produced or supplied by the Business or the Company or an affiliate or successor as of the CompanyClosing Date or, organizewithout the prior written consent of the Purchaser, 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 directly or indirectly, engages own an interest in, manage, operate, join, control, lend money or proposes render financial or other assistance to engage or participate in (A) designingor be connected with, engineeringas a partner, stockholder, consultant or otherwise, any Person that competes with the Purchaser or the Business in manufacturing, selling producing or distributing (x) towing systems and roof rack systems and related accessories supplying products or (y) any other product which services of the kind manufactured, produced or supplied by the Business or the Company designs, engineers, manufactures, sells or distributes on or prior to the termination as of the Executive's employment (Closing Date; provided, however, that, for the "Business") purposes of this Section 5.04, ownership of securities having no more than one percent of the outstanding voting power of any competitor which is listed on any national securities exchange or (B) in providing services that are similar to, may be used as substitutes for or are in competition with the Business, anywhere traded actively in the world national over-the-counter market shall not be deemed to be in which the Company or any violation of its subsidiaries engages or proposes to engage in such Business. Notwithstanding the foregoing, nothing in this Agreement shall prevent the Executive from owning for passive investment purposes not intended to circumvent this Agreement, less than five percent (5%) of the publicly traded equity securities of any competing enterprise (Section 5.04 so long as the Executive Person owning such securities has no power to manage, operate, advise, consult other connection or relationship with or control such competitor. (b) The Seller acknowledges that 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 covenants of the competing enterprise Seller set forth in this Section 5.04 are an essential element of this Agreement and that, but for the agreement of the Seller to comply with these covenants, the Purchaser would not have entered into this Agreement. The Seller acknowledges that this Section 5.04 constitutes an independent covenant and shall not be affected by performance or nonperformance of any other than provision of this Agreement by the Purchaser. The Seller has independently consulted with its counsel and after such consultation agrees that the covenants set forth in connection with the normal this Section 5.04 are reasonable and customary voting powers afforded the Executive in connection with any permissible equity ownership)proper.

Non-Competition. During (a) Xxxxxx hereby agrees that, during the Term and (i) for a three (3) year period following a termination from the Commencement Date through the end of the Executive's employment by the Company for Cause or a voluntary termination by the Executive without Employee Good Reason or first twelve (ii) for eighteen (1812) months following after the termination cessation of Xxxxxx’x employment with the Executive's employment Company, he will not engage in “Competition” with the Company. For purposes of this Employment Agreement, Competition by the Executive with Employee Good Reason Xxxxxx shall mean Xxxxxx’x engaging in, or by the Company without Cause, the Executive shall not otherwise directly or indirectlyindirectly being employed by or acting as a consultant or lender to, whether individually, as or being a director, managerofficer, employee, principal, agent, stockholder, member, stockholderowner or partner of, partner, owner, employee, consultant or agent permitting his name to be used in connection with the activities of any businessother business or organization anywhere in the United States, or in any other capacity, other than on behalf of the Company or an affiliate or successor 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 geographic area 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 directly or indirectly, engages or proposes to engage in (A) designing, engineering, manufacturing, selling or distributing (x) towing systems and roof rack systems and related accessories or (y) any other product which the Company designs, engineers, manufactures, sells operates or distributes on with respect to which the Company provides financial news and commentary coverage (or prior to the termination from which such other business or organization provides financial news and commentary coverage of the Executive's employment (the "Business") or (B) United States), which engages in providing services a business that are similar to, may be used as substitutes for or are in competition competes with the Business, anywhere in the world any business in which the Company or any of its subsidiaries engages or proposes to engage in such subsidiary is engaged (a “Competing Business. Notwithstanding ”); provided, however, that, notwithstanding the foregoing, nothing in it shall not be a violation of this Agreement shall prevent Section 5(a) for Xxxxxx to (x) become the Executive from owning for passive investment purposes not intended registered or beneficial owner of up to circumvent this Agreement, less than five three percent (53%) of the publicly traded equity securities of 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 conjunction with other affiliated parties, to select a director, manager, general partner, or similar governing official class of the capital stock of a competing enterprise other corporation registered under the Securities Exchange Act of 1934, as amended, provided that Xxxxxx does not otherwise participate in the business of such corporation or (y) work in a non-competitive business of a company which is carrying on a Competing Business, the revenues of which represent less than 20% of the consolidated revenues of that company, or, as a result thereof, owning compensatory equity in connection that company. (b) Xxxxxx hereby agrees that, during the period from the Commencement Date through the end of the first twelve (12) months after the cessation of Xxxxxx’x employment with the normal and customary voting powers afforded Company, he will not solicit for employment or hire, in any business enterprise or activity, any employee of the Executive in connection with any permissible equity ownership)Company who was employed by the Company during the Term; provided, the foregoing shall not be violated by general advertising not targeted at Company employees nor by serving as a reference upon request.

Non-Competition. During The Executive agrees that during the Term of his or her employment with the Employer and (i) for a three period of twenty-four (324) year period following a months after Executive’s termination of employment with the Executive's employment by Employer for any reason (the Company for Cause or a voluntary termination by “Restricted Period”), Executive will not, anywhere within the Executive without Employee Good Reason or (ii) for eighteen (18) months following the termination Restricted Territory, engage in Competition with any member of the Executive's employment by the Executive with Employee Good Reason or by the Company without Cause, the Executive shall not directly or indirectly, whether individually, as a director, manager, member, stockholder, partner, owner, employee, consultant or agent USF Group. For purposes of any business, or in any other capacity, other than on behalf of the Company or an affiliate or successor 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 directly or indirectly, engages or proposes to engage in (A) designing, engineering, manufacturing, selling or distributing (x) towing systems and roof rack systems and related accessories or (y) any other product which the Company designs, engineers, manufactures, sells or distributes on or prior to the termination of the Executive's employment (the "Business") or (B) in providing services that are similar to, may be used as substitutes for or are in competition with the Business, anywhere in the world in which the Company or any of its subsidiaries engages or proposes to engage in such Business. Notwithstanding the foregoing, nothing in this Agreement shall prevent the Executive from owning for passive investment purposes not intended to circumvent this Agreement, less “Competition” shall mean (a) owning, operating, or controlling (other than as a passive owner of not more than five percent (5%) of the publicly traded equity securities outstanding stock of any competing enterprise class of a corporation) any entity which competes directly or indirectly with any product line of or service of the type and/or character offered by or competitive with the USF Group as of the termination of Executive’s employment and which is material to the Present Business (so long a “Competitor”) or (b) holding any position for a Competitor or engaging in any activities for a Competitor as an employee, agent, consultant, independent contractor, or in any other capacity if such position or activities involve: (i) responsibilities similar to responsibilities Executive had or performed for Employer during the Term; (ii) supervision of employees or other personnel in the provision of services that are similar to or competitive with those offered or provided by the USF Group during the Term; (iii) development or implementation of strategies or methodologies related to the provision of services similar to or competitive with the services offered or provided by the USF Group during the Term; or (iv) responsibilities in which Executive would utilize or disclose Confidential Information, provided, that, such restriction shall not apply to a food manufacturing company or business, food retail company or business or other supplier not engaged primarily in foodservice distribution. For purposes of this Agreement, “Restricted Territory” shall mean the following geographic territory to the maximum extent determined to be reasonable by a court of competent jurisdiction: (i) all counties or parishes in the state(s) in which Executive was employed by the Employer during the Term; (ii) all counties or parishes included within any US Foods Region that Executive directly or indirectly managed during the Term; and (iii) all states in the United States of America in which the USF Group conducts business as of the date of the termination of Executive’s employment with the Employer. The Executive acknowledges that the geographic restrictions in this Section 6.3 are reasonable and necessary because, during the Term, the Executive has no power will be exposed to manage, operate, advise, consult with or control the competing enterprise Confidential Information and no power, alone or in conjunction with other affiliated parties, to select customer relationships on 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)nationwide basis.

Non-Competition. During Digout convenants and agrees that, except on behalf of and for the Term benefit of the Corporations or its Subsidiaries, he shall not (without the prior written consent of the Corporations, such consent not to be unreasonably withheld), while in the employ of the Corporations and (iI) for a three (3) year period following a termination of the Executive's employment where Digout is terminated by the Company Corporations for Cause or a voluntary termination by cause, during the Executive without Employee Good Reason Applicable Time Period or (ii) for eighteen (18) months following the termination of the Executive's employment where Digout is terminated by the Executive Corporations other than for cause, during the relevant monthly period for which Digout received termination payments pursuant to Subsection 5.2(a) or (b), either individually or in partnership or in conjunction with Employee Good Reason or by the Company without Causeany Person as employee, the Executive shall not directly or indirectlyemployer, whether individuallyprincipal, as a directoragent, manager, member, stockholderjoint venture, partner, ownershareholder or other equity holder, employeeindependent contractor, consultant licenser, licensee, franchiser, franchisee, distributor, consultant, supplier, trustee or agent of by or through any businessCorporations, Companies, cooperative, partnership, trust entity with juridical personality, unincorporated association or in any other capacitymanner whatsoever: (a) carry on or be engaged in, have any financial or other than on behalf interest in or be otherwise commercially involved in any endeavor, activity or business in all or part of the Company Territory which is substantially the same as or an affiliate or successor 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 directly or indirectly, engages or proposes to engage in (A) designing, engineering, manufacturing, selling or distributing (x) towing systems and roof rack systems and related accessories or (y) any other product which the Company designs, engineers, manufactures, sells or distributes on or prior to the termination of the Executive's employment (the "Business") or (B) in providing services that are similar to, may be used as substitutes for or are in competition with the Business; (b) interfere or attempt to interfere with the Business or persuade or attempt to persuade any Customer, anywhere in employee or supplier of the world in which the Company or any Corporations of its subsidiaries engages Subsidiaries to discontinue or proposes alter such Person's relationship with the Corporations or its Subsidiaries; (c) directly or indirectly, canvas, solicit or attempt to engage in such Business. Notwithstanding solicit, accept or supply goods or services to any Customer, except on behalf of and for the foregoing, nothing in this Agreement shall prevent the Executive from owning for passive investment purposes not intended to circumvent this Agreement, less than five percent (5%) benefit of the publicly traded equity securities of any competing enterprise (so long Corporations or its Subsidiaries or except with respect to a business not the same as the Executive has no power to manage, operate, advise, consult with or control the competing enterprise and no power, alone or in conjunction with other affiliated parties, to select a director, manager, general partner, or similar governing official to the Business; or (d) employ, offer employment to or solicit the employment or engagement of or otherwise entice away from the employment of the competing enterprise other than in connection with Corporations any individual employed by the normal and customary voting powers afforded Corporations at the Executive in connection with any permissible equity ownership)date of termination of Digout's employment.

Non-Competition. During the Term period beginning on the date of this Agreement and ending on the earlier of (i1) for a three December 31, 2013 or (32) year period following a termination the third anniversary of the Executive's employment by the Company for Cause or a voluntary termination by date the Executive without Employee Good Reason or ceases to serve on the Board for any reason (ii) for eighteen (18) months following the termination of the Executive's employment by the Executive with Employee Good Reason or by the Company without Cause“Restrict e d Period”), the Executive shall not not, without the express written consent of the Company, directly or indirectly, whether individuallyanywhere in the United States or any other country where the Company does business as of the date hereof, own an interest in, join, operate, control or participate in, be connected as a directoran owner, officer, executive, employee, partner, member, manager, member, stockholder, partner, owner, employee, consultant or agent of any businessshareholder, or principal of or with, or otherwise aid or assist in any other capacitymanner whatsoever, other than on behalf any individual, corporation or entity that competes with the activities of the Company or an affiliate or successor of the Companyits subsidiaries and controlled affiliates, organize, establish, own, operate, manage, control, engage in, participate in, invest in, permit his name to be used by, act as a consultant or advisor to, render services for (alone or in association with any person, firm, corporation or business organization), or otherwise assist any person or entity that engages in or owns, invests in, operates, manages or controls any venture or enterprise which directly or indirectly, engages or proposes to engage in (A) designing, engineering, manufacturing, selling or distributing (x) towing systems and roof rack systems and related accessories or (y) any other product which the Company designs, engineers, manufactures, sells or distributes on or prior to the termination of the Executive's employment (the "Business") or (B) in providing services that are similar to, may be used as substitutes for or are in competition with the Business, anywhere including in the world in which the Company or any of its subsidiaries engages or proposes to engage in such Businesscapital markets, money management, financial advisory and/or institutional sales and trading businesses (a “Competitive Activity”). Notwithstanding the foregoing, nothing in this Agreement shall prevent the Executive from owning for passive investment purposes not intended may (i) own up to circumvent this Agreement, less than five one percent (51%) of the outstanding stock of a publicly traded equity securities of any competing enterprise held corporation which is or is affiliated with an entity or person that is in competition with the Company or its subsidiaries or (so long as the Executive has no power to manageii) be an officer, operateexecutive, adviseemployee, consult with or control the competing enterprise and no powerpartner, alone or in conjunction with other affiliated parties, to select a directormember, manager, general partnershareholder, or similar governing official principal of or with a hedge fund, mutual fund, side-by-side fund or a third-party asset management firm (the exceptions set forth in clauses (i) and (ii), the “ Permitted Activities”). In the event that the Executive provides notice to the Company that he will engage in a Competitive Activity in respect of money management that is not already a Permitted Activity, and engages in such activity, notwithstanding anything to the contrary in this Agreement (or any other agreement by and between the Executive and the Company), the Company shall have no remedies against the Executive other than the right to cease making the payments and providing the benefits to him under Section 2 of this Agreement and Section 3 of the competing enterprise other than Director Agreement between the Company and the Director, dated as of the date of this Agreement (the “Director Agreement ”). If the Executive’s service on the Board ceases for any reason during the twelve-month period immediately following a Change in connection Control (as defined below), then the restrictions described in this Section 3(b) shall continue to apply until the earlier of (i) one (1) year following the date that the Executive’s service with the normal and customary voting powers afforded Company ceases or (ii) the Executive end of the Restricted Period. “ Change in connection with Control” shall have the meaning set forth under the Company’s 2006 Long-Term Incentive Plan (the “LTIP ”) as in effect on the date hereof; provided, however, that for purposes of this Section 3(b), a Change in Control shall not include any permissible equity ownershiptransaction involving (1) the sale to a third party by Friedman, Billings, Rxxxxx Group, Inc. (“ FBR Group”) of any of the Company’s Outstanding Company Voting Stock or Outstanding Company Voting Securities (as each term is defined in the LTIP) or (2) the sale of FBR Group to a third party, unless either of such transactions also involves the sale, exchange or conversion of all of the Company’s Outstanding Company Voting Stock or Outstanding Company Voting Securities. For the avoidance of doubt, the Executive’s engagement in activities for, or on behalf of, Fxxxxxxx Bxxxxxxx Xxxxxx Group Inc.’s businesses as of the date hereof shall in no event be considered a violation of this Section 3(b).

Non-Competition. During As an inducement for NextWave to enter into the Term Merger Agreement and (i) for a three (3) year period following a termination consummate the Merger, and in connection with the exchange of Key Employee’s equity interest in the Company in connection with the Merger, Key Employee agrees that from and after the closing of the Executive's employment by Merger (the Company for Cause or a voluntary termination by the Executive without Employee Good Reason or “Closing”) and until four (ii4) for eighteen (18) months years following the termination Closing (the “Non-Competition Period”): (a) Key Employee shall not, anywhere outside of the Executive's employment by the Executive with Employee Good Reason or by the Company without CauseUnited States, the Executive shall not directly or indirectly, whether individuallyengage, as a directorwithout the express prior written consent of NextWave, manager, member, stockholder, partner, owner, employee, consultant or agent of any business, or in any other capacity, other than on behalf of the Company business or an affiliate activity in direct or successor 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 directly or indirectly, engages or proposes to engage in (A) designing, engineering, manufacturing, selling or distributing (x) towing systems and roof rack systems and related accessories or (y) any other product which the Company designs, engineers, manufactures, sells or distributes on or prior to the termination of the Executive's employment (the "Business") or (B) in providing services that are similar to, may be used as substitutes for or are in indirect competition with the Business, (a “Competing Business”), whether as an employee, consultant, partner, principal, agent, representative, equity holder or in any other individual, corporate or representative capacity (without limitation by specific enumeration of the foregoing), or render any services or provide any advice to any Person in direct or indirect competition with the Business (a “Competing Business”), or render any services or provide any advice to any Competing Business, or seek to compete, directly or indirectly, with the Business. (b) Key Employee shall not, anywhere in the world United States, directly or indirectly, engage, without the express prior written consent of NextWave, in which the Company any Competing Business, whether as an employee, consultant, partner, principal, agent, representative, equity holder or in any other individual, corporate or representative capacity (without limitation by specific enumeration of its subsidiaries engages or proposes to engage in such Business. Notwithstanding the foregoing), nothing or render any services or provide any advice to any Competing Business, or seek to compete, directly or indirectly, with the Business. (c) Key Employee shall not, anywhere in this Agreement shall prevent the Executive from owning for passive investment purposes not intended to circumvent this AgreementState of California or the State of Illinois, less than five percent directly or indirectly, engage, without the express prior written consent of NextWave, in any Competing Business, whether as an employee, consultant, partner, principal, agent, representative, equity holder or in any other individual, corporate or representative capacity (5%) without limitation by specific enumeration of the publicly traded foregoing), or render any services or provide any advice to any Competing Business, or seek to compete, directly or indirectly, with the Business. (d) Key Employee shall not, in San Diego County in the State of California, directly or indirectly, engage, without the express prior written consent of NextWave, in any Competing Business, whether as an employee, consultant, partner, principal, agent, representative, equity securities of 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 holder or in conjunction with any other affiliated partiesindividual, to select a director, manager, general partner, corporate or similar governing official representative capacity (without limitation by specific enumeration of the competing enterprise other than in connection with the normal and customary voting powers afforded the Executive in connection with any permissible equity ownershipforegoing).

Non-Competition. During While the Term Executive is employed and (i) for a three (3) year period following a termination of the Executive's employment by the Company for Cause or a voluntary termination by the Executive without Employee Good Reason or (ii) for eighteen (18) months following the termination of the Executive's employment by equal to the Executive with Employee Good Reason or by the Company without CauseNon-Competition Restricted Period (as defined below), the Executive shall not directly or indirectlynot, whether individually, individually as a director, manager, member, stockholder, partner, owner, employee, consultant or agent of any business, or in any other capacity, other than on behalf of the Company or an affiliate or successor 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 directly or indirectly, engages or proposes to engage in (A) designing, engineering, manufacturing, selling any business conducted by the Company or distributing its subsidiaries (x) towing systems 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 roof rack systems and related accessories as to which the Executive is aware) or (y) any other product which the Company designs, engineers, manufactures, sells or distributes on or within twelve (12) months prior to the Executive's termination of the Executive's employment (the "Business") or (B) in providing services that are similar to, may be used as substitutes for or are in competition with the BusinessCompany, anywhere in each case, in the world in which geographic locations where the Company or any of its subsidiaries engages engage or proposes propose to engage in such business (the "Competitive Business"). Notwithstanding the foregoing, nothing in this Agreement shall prevent the Executive from owning for passive investment purposes not intended to circumvent this Agreementmay, less than five percent (5%) of the publicly traded equity directly or indirectly own, solely as an investment, securities of any competing firm, partnership, joint venture, association, corporation or other business organization, entity or enterprise (so long as engaged in the business of the Company which are publicly traded on a national or regional stock exchange or on the over-the-counter market if the Executive 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 is not a director, manager, general partnercontrolling person of, or similar governing official a member of the competing enterprise other than in connection 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 normal provisions of any other written agreement between the Company and customary voting powers afforded 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 in connection with 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 permissible equity ownership).other reason..

Non-Competition. During 13.1 The Founders shall, and shall cause Key Employees to, commit his and their full efforts to the Term Primary Business of the Group Companies, and (i) to develop the business and protect the interests of the Group Companies. 13.2 Except for relevant matters set forth in the Disclosure Schedule, without the prior written approval of Advantech Capital and RA Capital, for a three (3) period from the date hereof to the end of the two-year period following a termination of after the Executive's employment by the Company for Cause Founders are no longer legally or a voluntary termination by the Executive without Employee Good Reason or (ii) for eighteen (18) months following the termination of the Executive's employment by the Executive with Employee Good Reason or by the Company without Causebeneficially interested in any Equity Security, the Executive shall not directly or indirectly, of the Company or ceases to be a Key Employee, the Founders shall, and shall cause the Key Employees and the Founders’ Affiliates not to, directly or indirectly (whether individuallyor not through his own, as a directorjointly with any person, manager, member, stockholdercorporation, partner, ownerjoint venture or any other contractual arrangements, employeeand whether or not in exchange for profit or other benefits): (a) invest, consultant or agent of possess, manage, conduct, operate, consult, serve, participate, take office in any businesscompetitive entities that engage in any Competitive Business, or carry out, conduct or hold any right or interest in or otherwise be involved in or undertake any Competitive Business, or participate in any Competitive Business in any way (in all cases, whether or not as shareholder, partner, agent or any other capacity, other than on behalf of the Company and whether or an affiliate not for profits, returns or successor any benefits); (b) solicit or induce any customer, supplier, agent, contractor or distributor of the Company, organizeor any person, establishpartner or company that is used to transact with any Group Company, ownto leave any Group Company; or (c) solicit or induce any person employed, operateas of the date hereof, manageby any Group Company engaged in technical or management work to leave the Group Company, controloffer opportunity for employment or employ such person, engage inor offer or execute any service contract with such person. 13.3 Notwithstanding anything to the contrary herein, participate ineach Founder is allowed to hold no more than 1% of the shares of any listed company, invest inprovided that such Founder does not hold a post as director, permit his name to supervisor of such listed company or otherwise be used employed by, act serves as a consultant or advisor to, render services such listed company. The Founders and the Key Employees shall promptly disclose any direct or indirect investment in any pharmaceutical companies (except 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 directly or indirectly, engages or proposes to engage in (Alisted companies) designing, engineering, manufacturing, selling or distributing (x) towing systems and roof rack systems and related accessories or (y) any other product which the Company designs, engineers, manufactures, sells or distributes on or prior to the termination of the Executive's employment (the "Business") or (B) in providing services that are similar to, may be used as substitutes for or are in competition with the Business, anywhere in the world in which the Company or any of its subsidiaries engages or proposes to engage in such Business. Notwithstanding the foregoing, nothing in this Agreement shall prevent the Executive from owning for passive investment purposes not intended to circumvent this Agreement, less than five percent (5%) of the publicly traded equity securities of 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 conjunction with other affiliated parties, to select a director, manager, general partner, or similar governing official of the competing enterprise other than in connection with the normal and customary voting powers afforded the Executive in connection with any permissible equity ownership)Board.

Non-Competition. During In order to protect the Term GAME Parties’ and the Kxxxxx Investor’s significant investment and the value of the Company’s goodwill and going concern value (as the same will be constituted after the Effective Time in the Company), for a period from the Effective Time through the later of (i) for a three (3) the five year period following a termination anniversary of the Executive's employment by the Company for Cause or a voluntary termination by the Executive without Employee Good Reason or Effective Time and (ii) for eighteen two years after GAME and its Affiliates no longer (18A) months following the termination of the Executive's employment by the Executive with Employee Good Reason or by the Company without Causeown, the Executive shall not directly or indirectly, whether individuallyany shares of capital stock in the Company and (B) have any rights to appoint a director or observer to the Company’s board of directors (the “Restricted Period”), as a director, manager, member, stockholder, partner, owner, employee, consultant or agent the GAME Parties and all Affiliates thereof shall not (i) anywhere in the United States of any business, or in America and (ii) any other capacitycountry or jurisdiction in which the GAME Parties, other than on behalf of the Company or an affiliate their respective Affiliates operate or successor have conducted business in within the then prior twelve (12) months, either directly or indirectly, on the GAME Parties’ own behalf or in conjunction with or for the benefit of the Company, organize, establish, any other party and shall not cause or permit any Affiliate to: (i) own, operate, manage, controlor control any interest in any Competing Business, (ii) engage in or assist another Person to 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 directly or indirectly, engages or proposes prepare to engage in (Awhether directly or indirectly) designingany Competing Business, engineering(iii) act as an operator, manufacturingemployee, selling contractor, consultant, investor, officer, director, partner, member, joint venturer of, agent or distributing representative of, or otherwise act on behalf of, any Person engaged in any Competing Business; (xiv) towing systems and roof rack systems and related accessories lend credit or money to, or guarantee any indebtedness of, or otherwise provide financial assistance to, or render any managerial, marketing, or other advice or assistance to, any Person for the purpose of establishing or operating any Competing Business; (v) create any business plan or marketing material or financial data or projection with respect to, seek or obtain investment for, or otherwise arrange or set up any Competing Business, or (yvi) render any other product which the Company designs, engineers, manufactures, sells material services or distributes on or prior to the termination of the Executive's employment (the "Business") or (B) in providing services that are similar provide any products to, may be used as substitutes for do business with, or are accept business from, any Person engaged in competition with the Business, anywhere in the world in which the Company or any of its subsidiaries engages or proposes to engage in such Competing Business. Notwithstanding any provision contained in this Section 4.5 to the foregoingcontrary, nothing in this Agreement Section 4.5 shall prevent prohibit the Executive from owning for passive investment purposes not intended GAME Parties or any of their respective Affiliates from: (i) ownership of securities in the Company, including the securities of the Company contemplated to circumvent be issued hereby, (ii) other activities with the Company following the Effective Time, including without limitation, contracts or other commercial activities entered into by the Company and the GAME Parties and/or their respective Affiliates, including any and all agreements and activities contemplated by this Agreement, less (iii) performing any services for the benefit of the Company (or any Affiliate thereof) as an employee, advisor, independent contractor or in any other capacity and (iv) owning not more than five one percent (51%) of the publicly traded equity securities of any competing enterprise (publicly traded entity so long as the Executive has no power to manage, operate, advise, consult with or control the competing enterprise and no power, alone or in conjunction with other affiliated parties, to select a director, manager, general partner, or similar governing official none of the competing enterprise GAME Parties or any of their respective Affiliates has any active governance, management, oversight or other than participation in connection with the normal and customary voting powers afforded the Executive in connection with any permissible equity ownership)business of such entity.

Non-Competition. During The Consultant agrees that during the Term and of this Agreement (the “Restricted Period”), the 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) for at a three (3) year period following a termination meeting of the Executive's employment by the Company for Cause or Board duly held and at which a voluntary termination by the Executive without Employee Good Reason valid quorum was present and voted, or (ii) for eighteen (18) months following the termination by written consent executed by all of the Executive's employment by members of the Executive with Employee Good Reason Board then appointed or by the Company without Causeelected, the Executive shall not directly or indirectly, whether individuallyor not for compensation, as 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, manager, member, stockholder, partner, owneragent, employeeconsultant, consultant service provider, representative, salesperson, advisor, investor, principal, joint venturer or agent member of or to any Person (defined below), which is engaged in such a business, or if the Consultant directly or indirectly (including through Da Costa Management Corp.) receives remuneration from or performs services for such a Person, or if a member of such Consultant's Immediate Family (defined below) beneficially owns an equity interest, or interest convertible into equity, in any other capacitysuch entity; provided, other than on behalf however, that the foregoing will not prohibit the Consultant from owning, for the purpose of the Company or an affiliate or successor 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 directly or indirectly, engages or proposes to engage in (A) designing, engineering, manufacturing, selling or distributing (x) towing systems and roof rack systems and related accessories or (y) any other product which the Company designs, engineers, manufactures, sells or distributes on or prior to the termination of the Executive's employment (the "Business") or (B) in providing services that are similar to, may be used as substitutes for or are in competition with the Business, anywhere in the world in which the Company or any of its subsidiaries engages or proposes to engage in such Business. Notwithstanding the foregoing, nothing in this Agreement shall prevent the Executive from owning for passive investment purposes not intended to circumvent this Agreementinvestment, less than five percent (5%) % of the publicly traded equity any class of securities of a publicly held corporation actively traded on a national securities exchange, the U.S. over-the-counter securities markets or any competing enterprise (so long as the Executive has no power to manageforeign securities exchange or market. “Person” means any individual, operatecorporation, advisetrust, consult with association, partnership, proprietorship, joint venture or control the competing enterprise and no power, alone other entity. “Immediate Family” means an individual’s spouse or in conjunction with other affiliated parties, to select a director, manager, general partner, or similar governing official of the competing enterprise other than in connection with the normal and customary voting powers afforded the Executive in connection with any permissible equity ownership)children.

Non-Competition. During For purposes of this Section 8, all references to the Term and (i) for a three (3) year period following a termination Company shall be deemed to include all of the Executive's Company’s subsidiaries. The Employee will not utilize his special knowledge of the business of the Company and his relationships with customers, suppliers of the Company and others to compete with the Company as hereinafter set forth. During his employment by the Company and for Cause or a voluntary termination by period of (a) eighteen months after the Executive expiration of this Agreement without Employee Good Reason renewal or (iib) for eighteen (18) months following three years after the termination of this Agreement for any reason (the Executive's employment by the Executive with Employee Good Reason or by the Company without Cause“Restricted Period”), the Executive Employee shall not engage, directly or indirectly, whether individuallyor have an interest, as a directordirectly or indirectly, manager, member, stockholder, partner, owner, employee, consultant anywhere in the United States of America or agent of any business, other geographic area where the Company does business or in any other capacitywhich its products or services are marketed, other than on behalf of the Company or an affiliate or successor 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 personothers, firmas principal, corporation officer, agent, employee, director, partner or business organizationstockholder (except with respect to his employment by the Company), or otherwise assist through the investment of capital, lending of money or property, rendering of services or otherwise, in any person or entity that engages in or owns, invests in, operates, manages or controls any venture or enterprise business which directly or indirectly, engages or proposes to engage in (A) designing, engineering, manufacturing, selling or distributing (x) towing systems and roof rack systems and related accessories or (y) competes with any other principal product which the Company designs, engineers, manufactures, sells or distributes on or prior to the termination line of the Executive's employment (the "Business") or (B) in providing services Company; namely, any product that are similar to, may be used as substitutes accounts for or are in competition with the Business, anywhere in the world in which the Company or any of its subsidiaries engages or proposes to engage in such Business. Notwithstanding the foregoing, nothing in this Agreement shall prevent the Executive from owning for passive investment purposes not intended to circumvent this Agreement, less than at least five percent (5%) percent of the publicly traded equity securities consolidated net sales of any competing enterprise of the Company’s product lines. Notwithstanding anything to the contrary otherwise herein provided, Employee’s ownership of 5% or less of the stock of any company shall not be deemed a violation of this Section 8, and furthermore, Employee may (so long as the Executive has no power to y) manage, operate, advisebe employed by, consult with participate in, or control provide services to a company that engages in such restricted activities if Employee does not personally participate or advise as to such restricted activities and Employee’s involvement within such company is limited to business units that do not engage in such activities; and (z) own (or hold a direct or indirect ownership interest in), manage, operate, control, be employed by, participate in or, provide services or financial assistance to any company or business that he is permitted during the competing enterprise and no powerTerm, alone pursuant to this Agreement or in conjunction with other affiliated partiesotherwise, to select own (or hold a directordirect or indirect ownership interest in), managermanage, general partneroperate, control, be employed by, participate in or, provide services or similar governing official financial assistance to. Notwithstanding anything to the contrary otherwise herein provided, Employee shall not be subject to any obligations under this Section 8 following the termination of this Agreement if the competing enterprise other than in connection with the normal and customary voting powers afforded the Executive in connection with any permissible equity ownership)Agreement is terminated pursuant to a Section 4(g) Termination.