Common use of Non-Competition Clause in Contracts

Non-Competition. During the Employment Period and for an additional period of one (1) year following the termination of his employment by the Company for Cause ( as described in Section 5a above) or the voluntary termination of employment by the Executive (as described in Section 5c above) (the “Noncompetition Term”), Executive agrees not to, directly or indirectly, either through any form of ownership or as an individual, director, officer, principal, agent, employee, employer, adviser, consultant, shareholder, partner, member or in any other individual or representative capacity whatsoever, either for his own benefit or for the benefit of any person or entity, without the prior written consent of the Company (which consent may be withheld in its sole discretion), engage in any manner in the Business (as defined below) in the metropolitan areas of Houston, A▇▇▇▇▇, ▇▇▇▇▇▇ or San Antonio, Texas or any other metropolitan area in the United States where the Company owns or leases more than $10 million in gross asset value of assets as of the date of this Agreement or as of the date of termination. For purposes of this Section 9, “Business” means the acquisition, development, management, ownership, leasing and/or disposition of retail shopping centers and/or any capital raising activities related thereto. Executive understands and agrees that his covenants contained in this Section 9 are being given in consideration of the numerous mutual promises and agreements contained in this Agreement between the Company and Executive, including, without limitation, those involving, employment, compensation, and Confidential Information, and in order to protect the Company’s Confidential Information and other legitimate business interests and to reduce the likelihood of irreparable damage which would occur in the event such information is provided to or used by a competitor of the Company. Notwithstanding the foregoing, Executive shall not be deemed to have violated this Section 9 solely by reason of his passive ownership of 10% or less of the outstanding equity interests of any public entity. Executive hereby acknowledges that the geographic boundaries, scope of prohibited activities and the time duration of the provisions of this Section 9 are reasonable and are no broader than are necessary to protect the legitimate business interests of the Company. This noncompetition provision can only be revoked or modified by a writing signed by both Executive and the Chief Executive Officer of the Company, as approved by the Board, which specifically states an intent to revoke or modify this provision. Executive acknowledges that the Company would not employ him or provide him with access to its Confidential Information but for his covenants or promises contained in this Section. The Company and Executive agree and stipulate that the agreements and covenants not to compete contained in this Section 9 hereof are fair and reasonable in light of all of the facts and circumstances of the relationship between Executive and the Company; provided however, Executive and the Company are aware that in certain circumstances courts have refused to enforce certain terms of agreements not to compete. Therefore, in furtherance of, and not in derogation of the provisions of this Section 9, the Company and Executive agree that in the event a court should decline to enforce any terms of any of the provisions of this Section 9, that this Section 9 shall be deemed to be modified or reformed to restrict Executive’s competition with the Company to the maximum extent, as to time, geography and business scope, which the court shall find enforceable; provided however, in no event shall the provisions of this Section 9 be deemed to be more restrictive to Executive than those contained herein. Executive agrees that during the Noncompetition Term, he shall immediately notify the Company in writing of any employment, work or business he undertakes with or on behalf of any person (including himself) or entity, whether or not for compensation.

Non-Competition. During Executive hereby acknowledges and agrees that, during the Employment Period course of employment, in addition to Executive’s access to Confidential Information, Executive has become, and for an additional period will become, familiar with and involved in all aspects of the business and operations of the Bank Entities. Executive hereby covenants and agrees that during the Term until the later to occur of the date one (1) year following after the termination of his employment by the Company for Cause ( as described in Section 5a above) Termination Date, or the voluntary termination of employment by the Executive (as described in Section 5c above) Expiration Date (the “Noncompetition TermRestricted Period”), Executive agrees will not toat any time (except for the Bank Entities), directly or indirectly, either through in any form of ownership or capacity (whether as an individuala proprietor, owner, agent, officer, director, officershareholder, organizer, partner, principal, agentmanager, member, employee, employercontractor, adviserconsultant or otherwise): (a) provide any advice, consultantassistance or services of the kind or nature which he provided to any of the Bank Entities or relating to business activities of the type engaged in by any of the Bank Entities within the preceding two years, shareholderto any Person who owns or operates a Competitive Business or to any Person that is attempting to initiate or acquire a Competitive Business (in either case, partnera “Competitor”) if (i) such Competitor operates, member or is planning to operate, any office, branch or other facility (in any other individual case, a “Branch”) that is (or representative capacity whatsoeveris proposed to be) located within a fifty (50) mile radius of the Bank’s headquarters or any Branch of the Bank Entities and (ii) such Branch competes or will compete with the products or services offered or planned to be offered by the Bank Entities during the Restricted Period; or (b) sell or solicit sales of Competitive Products to Persons within such 50 mile radius, either for his or assist any Competitor in such sales activities. Notwithstanding any provision hereof to the contrary, this Section 8.5 does not restrict Executive’s right to (i) own benefit or for the benefit securities of any person Entity that files periodic reports with the Securities and Exchange Commission under Section 13 or entity, without the prior written consent 15(d) of the Company Securities Exchange Act of 1934, as amended; provided that Executive’s total ownership constitutes less than two percent (which consent may be withheld in its sole discretion), engage in any manner in 2%) of the Business outstanding securities of such company and that such ownership does not does not violate: (as defined belowA) in the metropolitan areas Code of Houston, A▇▇▇▇▇, ▇▇▇▇▇▇ or San Antonio, Texas Conduct or any other metropolitan area in policy of the United States where Bank, including any policy related to inside information; (B) any applicable securities law; or (C) any applicable standstill or other similar contractual obligation of the Company owns or leases more than $10 million in gross asset value of assets Bank. The parties have also entered into that certain Non-Compete Agreement as of even date herewith (the date of this Agreement or as of the date of termination. For purposes of this Section 9, “Business” means the acquisition, development, management, ownership, leasing and/or disposition of retail shopping centers and/or any capital raising activities related thereto. Executive understands and agrees that his covenants contained in this Section 9 are being given in consideration of the numerous mutual promises and agreements contained in this Agreement between the Company and Executive, including, without limitation, those involving, employment, compensation, and Confidential Information, and in order to protect the Company’s Confidential Information and other legitimate business interests and to reduce the likelihood of irreparable damage which would occur in the event such information is provided to or used by a competitor of the Company. Notwithstanding the foregoing, Executive shall not be deemed to have violated this Section 9 solely by reason of his passive ownership of 10% or less of the outstanding equity interests of any public entity. Executive hereby acknowledges that the geographic boundaries, scope of prohibited activities and the time duration of the provisions of this Section 9 are reasonable and are no broader than are necessary to protect the legitimate business interests of the Company. This noncompetition provision can only be revoked or modified by a writing signed by both Executive and the Chief Executive Officer of the Company, as approved by the Board, which specifically states an intent to revoke or modify this provision. Executive acknowledges that the Company would not employ him or provide him with access to its Confidential Information but for his covenants or promises contained in this Section. The Company and Executive agree and stipulate that the agreements and covenants not to compete contained in this Section 9 hereof are fair and reasonable in light of all of the facts and circumstances of the relationship between Executive and the Company; provided however, Executive and the Company are aware that in certain circumstances courts have refused to enforce certain terms of agreements not to compete. Therefore, in furtherance of, and not in derogation of the provisions of this Section 9, the Company and Executive agree that in the event a court should decline to enforce any terms of any of the provisions of this Section 9, that this Section 9 shall be deemed to be modified or reformed to restrict Executive’s competition with the Company to the maximum extent, as to time, geography and business scope, which the court shall find enforceable; provided however, in no event shall the provisions of this Section 9 be deemed to be more restrictive to Executive than those contained herein. Executive agrees that during the Noncompetition Term, he shall immediately notify the Company in writing of any employment, work or business he undertakes with or on behalf of any person (including himself) or entity, whether or not for compensationNon-Compete”).

Non-Competition. During Executive hereby acknowledges and agrees that, during the Employment Period course of employment, in addition to Executive’s access to Confidential Information, Executive has become, and for an additional period will become, familiar with and involved in all aspects of the business and operations of the Bank Entities. Executive hereby covenants and agrees that during the Term until the earlier to occur of the date one (1) year following after the termination of his employment by the Company for Cause ( as described in Section 5a above) Termination Date, or the voluntary termination of employment by the Executive (as described in Section 5c above) Expiration Date (the “Noncompetition TermRestricted Period”), Executive agrees will not toat any time (except for the Bank Entities), directly or indirectly, either through in any form of ownership or capacity (whether as an individuala proprietor, owner, agent, officer, director, officershareholder, organizer, partner, principal, agentmanager, member, employee, employercontractor, adviserconsultant or otherwise): (a) provide any advice, consultantassistance or services of the kind or nature which he provided to any of the Bank Entities or relating to business activities of the type engaged in by any of the Bank Entities within the preceding two years, shareholderto any Person who owns or operates a Competitive Business or to any Person that is attempting to initiate or acquire a Competitive Business (in either case, partnera “Competitor”) if (i) such Competitor operates, member or is planning to operate, any office, branch or other facility (in any other individual case, a “Branch”) that is (or representative capacity whatsoeveris proposed to be) located within a fifty (50) mile radius of the Bank’s headquarters or any Branch of the Bank Entities and (ii) such Branch competes or will compete with the products or services offered or planned to be offered by the Bank Entities during the Restricted Period; or (b) sell or solicit sales of Competitive Products to Persons within such 50 mile radius, either for his or assist any Competitor in such sales activities. Notwithstanding any provision hereof to the contrary, this Section 8.5 does not restrict Executive’s right to (i) own benefit or for the benefit securities of any person Entity that files periodic reports with the Securities and Exchange Commission under Section 13 or entity, without the prior written consent 15(d) of the Company Securities Exchange Act of 1934, as amended; provided that Executive’s total ownership constitutes less than two percent (which consent may be withheld in its sole discretion), engage in any manner in 2%) of the Business outstanding securities of such company and that such ownership does not does not violate: (as defined belowA) in the metropolitan areas Code of Houston, A▇▇▇▇▇, ▇▇▇▇▇▇ or San Antonio, Texas Conduct or any other metropolitan area in policy of the United States where Bank, including any policy related to inside information; (B) any applicable securities law; or (C) any applicable standstill or other similar contractual obligation of the Company owns or leases more than $10 million in gross asset value of assets Bank. The parties have also entered into that certain Non-Compete Agreement as of August 1, 2014 (the date of this Agreement or as of the date of termination. For purposes of this Section 9, “Business” means the acquisition, development, management, ownership, leasing and/or disposition of retail shopping centers and/or any capital raising activities related thereto. Executive understands and agrees that his covenants contained in this Section 9 are being given in consideration of the numerous mutual promises and agreements contained in this Agreement between the Company and Executive, including, without limitation, those involving, employment, compensation, and Confidential Information, and in order to protect the Company’s Confidential Information and other legitimate business interests and to reduce the likelihood of irreparable damage which would occur in the event such information is provided to or used by a competitor of the CompanyNon-Compete”). Notwithstanding the foregoingabove, Executive shall not be deemed to have violated this Section 9 solely by reason of his passive ownership of 10% or less of the outstanding equity interests of any public entity. Executive hereby acknowledges that the geographic boundaries, scope of prohibited activities and the time duration of the provisions of this Section 9 are reasonable and are no broader than are necessary to protect 8.5 shall not apply in the legitimate business interests of event the Company. This noncompetition provision can only be revoked or modified by a writing signed by both Executive and the Chief Executive Officer of the Company, as approved by the Board, which specifically states an intent to revoke or modify this provision. Executive acknowledges that the Company would not employ him or provide him (a) continued employment with access to its Confidential Information but for his covenants or promises contained in this Section. The Company and Executive agree and stipulate that the agreements and covenants not to compete contained in this Section 9 hereof are fair and reasonable in light of all of the facts and circumstances of the relationship between Executive and the Company; provided however, Executive and the Company are aware that in certain circumstances courts have refused to enforce certain terms of agreements not to compete. Therefore, in furtherance of, and not in derogation of the provisions of this Section 9, the Company and Executive agree that the Bank upon a Change in Control and then (b) voluntarily resigns from the Company and the Bank effective in the event a court should decline thirteenth or fourteenth month following such Change in Control and (c) no Change in Control Payment had been paid to enforce any terms of any of the provisions of this Section 9, that this Section 9 shall be deemed to be modified or reformed to restrict Executive’s competition Executive in connection with the Company to the maximum extent, as to time, geography and business scope, which the court shall find enforceable; provided however, Change in no event shall the provisions of this Section 9 be deemed to be more restrictive to Executive than those contained herein. Executive agrees that during the Noncompetition Term, he shall immediately notify the Company in writing of any employment, work or business he undertakes with or on behalf of any person (including himself) or entity, whether or not for compensationControl.

Non-Competition. During Employee acknowledges that his services to be rendered hereunder are of a special and unusual character which have a unique value to Company, the Employment Period loss of which cannot adequately be compensated by damages in an action at law. In view of the unique value to Company of the services of Employee for which Company has contracted hereunder, and because of the confidential information to be obtained by or disclosed to Employee, and as a material inducement to Company to enter into this Agreement, and to pay to Employee the compensation referred to in Section 1.4 hereof, Employee covenants and agrees that during Employee's employment hereunder and for an additional a period of one (1) year following after he ceases to be employed by Company, Employee shall not (a) directly or indirectly, solicit business from, divert business from, or attempt to convert to other methods of using the termination same or similar products or services as provided by Company, any client, account or location of Company with which Employee has had any contact as a result of his employment by the Company for Cause ( as described hereunder; (b) engage in Section 5a above) or the voluntary termination of employment by the Executive (as described in Section 5c above) (the “Noncompetition Term”), Executive agrees not tocarry on, directly or indirectly, either through for himself, as a member of a partnership, or as a stockholder (except as limited partner or stockholder of less than one percent (1%) of the issued and outstanding limited partnership interests or stock of a publicly held partnership or corporation whose gross assets exceed $l,000,000), as an investor, lender, guarantor, landlord, manager, officer, or director of any form of ownership person, partnership, corporation, or other entity (other than the Company or its subsidiaries), or as an individual, director, officer, principalemployee, agent, employeeassociate, employerbroker, adviser, consultant, shareholder, partner, member or in any other individual or representative capacity whatsoever, either for his own benefit or for the benefit consultant of any person person, partnership, corporation, or entityother entity (other than the Company or its subsidiaries), without the prior written consent any business that competes with any operations of the Company within an one hundred (which consent may be withheld 100)-mile radius of any geographic area where Company is actually engaged in its sole discretion)business, engage in or maintains sales or service representatives or employees; or (c) directly or indirectly, solicit for employment or employ any manner in the Business (as defined below) in the metropolitan areas employee of Houston, A▇▇▇▇▇, ▇▇▇▇▇▇ or San Antonio, Texas or any other metropolitan area in the United States where the Company owns or leases more than $10 million in gross asset value of assets as of the date of this Agreement or as of the date of termination. For purposes of this Section 9, “Business” means the acquisition, development, management, ownership, leasing and/or disposition of retail shopping centers and/or any capital raising activities related thereto. Executive understands and agrees that his covenants contained in this Section 9 are being given in consideration of the numerous mutual promises and agreements contained in this Agreement between the Company and Executive, including, without limitation, those involving, employment, compensation, and Confidential Information, and in order to protect the Company’s Confidential Information and other legitimate business interests and to reduce the likelihood of irreparable damage which would occur in the event such information is provided to or used by a competitor of the Company. Notwithstanding the foregoingEmployee may elect, Executive shall not be deemed by providing written notice to have violated this Section 9 solely by reason of his passive ownership of 10% or less of the outstanding equity interests of any public entity. Executive hereby acknowledges that the geographic boundaries, scope of prohibited activities and the time duration of the provisions of this Section 9 are reasonable and are no broader than are necessary to protect the legitimate business interests of the Company. This noncompetition provision can only be revoked or modified by a writing signed by both Executive and the Chief Executive Officer of the Company, as approved by to shorten the Board, which specifically states an intent to revoke or modify this provision. Executive acknowledges that the Company would not employ him or provide him with access to its Confidential Information but for his covenants or promises contained in this Section. The Company and Executive agree and stipulate that the agreements and covenants not to compete contained in this Section 9 hereof are fair and reasonable in light of all of the facts and circumstances of the relationship between Executive and the Company; provided however, Executive and the Company are aware that in certain circumstances courts have refused to enforce certain terms of agreements not to compete. Therefore, in furtherance of, and not in derogation of the provisions term of this Section 9non-compete to six (6) months, the Company and Executive agree that in the event a court should decline to enforce any terms of any of the provisions of this Section 9provided, that this Section 9 shall be deemed to be modified or reformed to restrict Executive’s competition with the Company to the maximum extent, as to time, geography and business scope, which the court shall find enforceable; provided however, in no event that event, the Company's obligation to pay severance pay to the Employee pursuant to Section 1.5.2 shall the provisions of this Section 9 be deemed reduced to be more restrictive an amount equal to Executive than those contained herein. Executive agrees that during the Noncompetition Term, he shall immediately notify the Company in writing of any employment, work or business he undertakes with or on behalf of any person six (including himself6) or entity, whether or not for compensationmonths base pay.

Non-Competition. (a) The Company shall provide Employee access to the Confidential Information for use only during the Employment Period, and Employee acknowledges and agrees that the Company Group will be entrusting Employee, in Employee’s unique and special capacity, with developing the goodwill of the Company Group, and in consideration thereof and in consideration of the access to Confidential Information, has voluntarily agreed to the covenants set forth in this Section. Employee further agrees and acknowledges that the limitations and restrictions set forth herein, including but not limited to geographical and temporal restrictions on certain competitive activities, are reasonable and not oppressive and are material and substantial parts of this Agreement intended and necessary to prevent unfair competition and to protect the Company Group’s Confidential Information and substantial and legitimate business interests and goodwill. (b) During the Employment Period and for an additional a period of one two (12) year years (the “Restricted Period”) following the termination of his employment by the Company Employment Period for Cause ( as described in Section 5a above) any reason, Employee shall not, for whatever reason and with or the voluntary termination of employment by the Executive (as described in Section 5c above) (the “Noncompetition Term”), Executive agrees not to, directly or indirectlywithout cause, either through individually or in partnership or jointly or in conjunction with any form of ownership other Person or Persons as an individual, director, officer, principal, agent, employee, employershareholder (other than holding equity interests listed on a United States stock exchange or automated quotation system that do not exceed five percent (5%) of the outstanding shares so listed), adviserowner, consultantinvestor, shareholder, partner, member partner or in any other individual or representative capacity manner whatsoever, either for his own benefit directly or for indirectly, engage in or compete with the benefit of Business anywhere in the world. (c) During the Restricted Period, Employee shall not (A) knowingly induce or attempt to induce any person or entity, without the prior written consent other Person known to Employee to be a customer of the Company or its affiliates (which consent may be withheld in each, a “Customer”) to cease doing any business with the Company or its sole discretion), engage in any manner affiliates anywhere in the world or (B) solicit business involving the Business from, or provide services related to the Business to, any Customer. (as defined belowd) in During the metropolitan areas Restricted Period, Employee shall not solicit the employment of Houston, A▇▇▇▇▇, ▇▇▇▇▇▇ or San Antonio, Texas or any other metropolitan area in the United States where individual who is an employee of the Company owns or leases more than $10 million in gross asset value its affiliates, except that Employee shall not be precluded from soliciting the employment of, or hiring, any such individual (i) whose employment with the Company or one of assets as its affiliates has been terminated before entering into employment discussions with such Seller, (ii) who initiates discussions with Employee regarding employment opportunities with Employee or (iii) responds to a general advertisement or other similarly broad form of the date of this Agreement or as of the date of termination. solicitation for employees. (e) For purposes of this Section 9, “Business” means the acquisition, development, management, ownership, leasing and/or disposition of retail shopping centers and/or any capital raising activities related thereto. Executive understands and agrees that his covenants contained in this Section 9 are being given in consideration of following terms shall have the numerous mutual promises and agreements contained in this Agreement between the Company and Executive, including, without limitation, those involving, employment, compensation, and Confidential Information, and in order to protect the Company’s Confidential Information and other legitimate business interests and to reduce the likelihood of irreparable damage which would occur in the event such information is provided to or used by a competitor of the Company. Notwithstanding the foregoing, Executive shall not be deemed to have violated this Section 9 solely by reason of his passive ownership of 10% or less of the outstanding equity interests of any public entity. Executive hereby acknowledges that the geographic boundaries, scope of prohibited activities and the time duration of the provisions of this Section 9 are reasonable and are no broader than are necessary to protect the legitimate business interests of the Company. This noncompetition provision can only be revoked or modified by a writing signed by both Executive and the Chief Executive Officer of the Company, as approved by the Board, which specifically states an intent to revoke or modify this provision. Executive acknowledges that the Company would not employ him or provide him with access to its Confidential Information but for his covenants or promises contained in this Section. The Company and Executive agree and stipulate that the agreements and covenants not to compete contained in this Section 9 hereof are fair and reasonable in light of all of the facts and circumstances of the relationship between Executive and the Company; provided however, Executive and the Company are aware that in certain circumstances courts have refused to enforce certain terms of agreements not to compete. Therefore, in furtherance of, and not in derogation of the provisions of this Section 9, the Company and Executive agree that in the event a court should decline to enforce any terms of any of the provisions of this Section 9, that this Section 9 shall be deemed to be modified or reformed to restrict Executive’s competition with the Company to the maximum extent, as to time, geography and business scope, which the court shall find enforceable; provided however, in no event shall the provisions of this Section 9 be deemed to be more restrictive to Executive than those contained herein. Executive agrees that during the Noncompetition Term, he shall immediately notify the Company in writing of any employment, work or business he undertakes with or on behalf of any person (including himself) or entity, whether or not for compensation.following meanings:

Non-Competition. During (a) While employed hereunder and (i) if the Employment Executive's employment is terminated and the Executive is entitled to receive compensation and benefits under either Section 4.5, during the Salary Continuation Period and or (ii) if the Executives employment is otherwise terminated, for an additional a period of one (1) year following thereafter (such period being the termination of his employment by the Company for Cause ( as described in Section 5a above) or the voluntary termination of employment by "Restricted Period"), the Executive (as described in Section 5c above) (shall not, unless the “Noncompetition Term”), Executive agrees not to, directly or indirectly, either through any form of ownership or as an individual, director, officer, principal, agent, employee, employer, adviser, consultant, shareholder, partner, member or in any other individual or representative capacity whatsoever, either for his own benefit or for the benefit of any person or entity, without receives the prior written consent of the Board of Directors, own a material interest in, manage, operate, join, control, lend money or render financial or other assistance to or participate in or be connected with, as an officer, employee, partner, stockholder, consultant or otherwise, (A) any Person (x) that competes with the Company (which consent may be withheld in its sole discretion), engage in any manner in the Business (as defined below) in the metropolitan areas of Houston, A▇▇▇▇▇, ▇▇▇▇▇▇ investing or San Antonio, Texas or any other metropolitan area consulting with small and medium sized businesses in the United States where with regard to change of control transactions in which the transaction utilizes employee stock ownership plans, or (y) that provides or proposes to provide services to or owns an investment in or proposes to make an investment in any Person that is a client of the Company owns or leases more than $10 million in gross asset value of assets as of the date of this Agreement Termination Date or as to which the Company has outstanding loans or in which the Company then has investments (including warrants or options), or (B) any potential customer of the date of termination. For purposes of this Section 9Company with which the Company has discussed a client, “Business” means loan or investment relationship within 12 months prior to, as applicable, the acquisition, development, management, ownership, leasing and/or disposition of retail shopping centers and/or any capital raising activities related thereto. Executive understands and agrees that his covenants contained in this Section 9 are being given in consideration end of the numerous mutual promises Executive's employment or the Termination Date. (b) The Executive has carefully read and agreements contained in this Agreement between the Company and Executive, including, without limitation, those involving, employment, compensation, and Confidential Information, and in order to protect the Company’s Confidential Information and other legitimate business interests and to reduce the likelihood of irreparable damage which would occur in the event such information is provided to or used by a competitor of the Company. Notwithstanding the foregoing, Executive shall not be deemed to have violated this Section 9 solely by reason of his passive ownership of 10% or less of the outstanding equity interests of any public entity. Executive hereby acknowledges that the geographic boundaries, scope of prohibited activities and the time duration of considered the provisions of this Section 9 5.2 and, having done so, agrees that the restrictions set forth in this Section 5.2 (including the Restricted Period, scope of activity to be restrained and the geographical scope) are fair and reasonable and are no broader than are necessary to protect reasonably required for the legitimate business protection of the interests of the Company, its officers, directors, employees, creditors and shareholders. This noncompetition provision can only be revoked or modified by a writing signed by both The Executive and the Chief Executive Officer of the Company, as approved by the Board, which specifically states an intent to revoke or modify this provision. Executive acknowledges understands that the Company would not employ him or provide him with access to its Confidential Information but for his covenants or promises contained in this Section. The Company and Executive agree and stipulate that the agreements and covenants not to compete restrictions contained in this Section 9 hereof are fair 5.2 may limit the Executive's ability to engage in a business similar to the Company's business, but acknowledges that the Executive will receive sufficiently high remuneration and reasonable in light other benefits from the Company hereunder to justify such restrictions. (c) During the Restricted Period, the Executive shall not, whether for the Executive's own account or for the account of all any other Person (excluding the Company), intentionally (i) solicit, endeavor to entice or induce any employee of the facts and circumstances Company to terminate the Executive's employment with the Company or accept employment with anyone else or (ii) interfere in a similar manner with the business of the relationship between Executive and Company. (d) In the Company; provided however, Executive and the Company are aware event that in certain circumstances courts have refused to enforce certain terms of agreements not to compete. Therefore, in furtherance of, and not in derogation of the provisions any provision of this Section 95.2 relating to the Restricted Period or the areas of restriction shall be declared by a court of competent jurisdiction to exceed the maximum time period or areas such court deems reasonable and enforceable, the Company Restricted Period or areas of restriction deemed reasonable and Executive agree that in the event a court should decline to enforce any terms of any of the provisions of this Section 9, that this Section 9 shall be deemed to be modified or reformed to restrict Executive’s competition with the Company to the maximum extent, as to time, geography and business scope, which enforceable by the court shall find enforceable; provided however, in no event shall become and thereafter be the provisions of this Section 9 be deemed to be more restrictive to Executive than those contained herein. Executive agrees that during the Noncompetition Term, he shall immediately notify the Company in writing of any employment, work or business he undertakes with or on behalf of any person (including himself) or entity, whether or not for compensationmaximum time period and/or areas.

Non-Competition. During (a) Unless the Employment Period and obligation is waived or limited by Ceridian in accordance with subsection (b) of this Section 6.02, Executive agrees that for an additional a period of one (1) year two years following the termination of his employment by the Company for Cause ( as described in Section 5a above) or the voluntary termination of employment by the Executive (as described in Section 5c above) (the “Noncompetition Term”)for any reason, Executive agrees will not to, directly or indirectly, either through any form of ownership alone or as an individuala partner, officer, director, officer, principal, agent, employee, employer, adviser, consultant, shareholder, partner, member shareholder or in employee of any other individual or representative capacity whatsoever, either for his own benefit or for the benefit of any person firm or entity, without the prior written consent of the Company (which consent may be withheld in its sole discretion), engage in any manner commercial activity in the Business (competition with any part of Ceridian's business as defined below) in the metropolitan areas of Houston, A▇▇▇▇▇, ▇▇▇▇▇▇ or San Antonio, Texas or any other metropolitan area in the United States where the Company owns or leases more than $10 million in gross asset value of assets conducted as of the date of such termination of employment or with any part of Ceridian's contemplated business with respect to which Executive has Confidential Information as governed by Article V of this Agreement or as of the date of terminationAgreement. For purposes of this Section 9subsection (a), “Business” means "shareholder" shall not include beneficial ownership of less than five percent (5%) of the acquisitioncombined voting power of all issued and outstanding voting securities of a publicly held corporation whose stock is traded on a major stock exchange. Also for purposes of this subsection (a), development"Ceridian's business" shall include business conducted by Ceridian or its affiliates and any partnership or joint venture in which Ceridian or its affiliates is a partner or joint venturer; provided that, management, ownership, leasing and/or disposition of retail shopping centers and/or any capital raising activities related thereto. Executive understands and agrees that his covenants contained "affiliate" as used in this Section 9 are being given sentence shall not include any corporation in consideration which Ceridian has ownership of less than fifteen percent (15%) of the numerous mutual promises and agreements contained in this Agreement between voting stock. (b) At its sole option Ceridian may, by written notice to Executive within 30 days after the Company and effective date of termination of Executive, including, without limitation, those involving, 's employment, compensationwaive or limit the time and/or geographic area in which Executive cannot engage in competitive activity. (c) During the term of the non-competition obligation, and Confidential Informationprior to accepting employment with, and in order or agreeing to protect the Company’s Confidential Information and other legitimate business interests and to reduce the likelihood of irreparable damage provide consulting services to, any firm which would occur offers products or services in the event such fields of electronics or information is provided to or used by a competitor of the Company. Notwithstanding the foregoingprocessing, Executive shall not be deemed give 30 days prior written notice to have violated this Section 9 solely by reason of his passive ownership of 10% Ceridian. Such written notice shall describe the proposed employment or less of the outstanding equity interests of any public entity. Executive hereby acknowledges that the geographic boundaries, scope of prohibited activities consulting services and the firm to which they will be rendered. Ceridian's failure to respond or object to such notice shall not in any way constitute acquiescence or waiver of Ceridian's rights under this Article VI. (d) During any period of non-competition pursuant to this Article VI Ceridian shall pay Executive an amount equal to the usual rate of Executive's Base Salary in effect at the time duration of termination. There shall be credited against Ceridian's obligation to make such payments any other payments made by Ceridian to Executive pursuant to Article IV of this Agreement. In the provisions event that Ceridian elects, pursuant to subsection (b) of this Section 9 are reasonable and are no broader than are necessary 6.02, to protect the legitimate business interests waive all or any portion of the Company. This noncompetition provision can only non-competition obligation, no payment shall be revoked or modified required by a writing signed by both Executive and Ceridian with respect to the Chief Executive Officer portion of the Company, as approved by the Board, non-competition period which specifically states an intent to revoke or modify this provision. Executive acknowledges that the Company would not employ him or provide him with access to its Confidential Information but for his covenants or promises contained in this Section. The Company and Executive agree and stipulate that the agreements and covenants not to compete contained in this Section 9 hereof are fair and reasonable in light of all of the facts and circumstances of the relationship between Executive and the Company; provided however, Executive and the Company are aware that in certain circumstances courts have refused to enforce certain terms of agreements not to compete. Therefore, in furtherance of, and not in derogation of the provisions of this Section 9, the Company and Executive agree that in the event a court should decline to enforce any terms of any of the provisions of this Section 9, that this Section 9 shall be deemed to be modified or reformed to restrict Executive’s competition with the Company to the maximum extent, as to time, geography and business scope, which the court shall find enforceable; provided however, in no event shall the provisions of this Section 9 be deemed to be more restrictive to Executive than those contained herein. Executive agrees that during the Noncompetition Term, he shall immediately notify the Company in writing of any employment, work or business he undertakes with or on behalf of any person (including himself) or entity, whether or not for compensationhas been waived.

Non-Competition. During By and in consideration of the Company’s entering into this Employment Period Agreement and for an additional period of one (1) year following the termination of his employment payments to be made and benefits to be provided by the Company for Cause ( as described hereunder, and in Section 5a above) or further consideration of the voluntary termination Executive’s exposure to the Confidential Information of employment by the Company and its affiliates, the Executive agrees that the Executive shall not, during the Executive’s employment with the Company (as described in Section 5c abovewhether during the Term or thereafter) and for a period of twelve (12) months thereafter (the “Noncompetition TermRestriction Period”), Executive agrees not to, directly or indirectly, either through any form of ownership own, manage, operate, join, control, be employed by, or as an individualparticipate in the ownership, directormanagement, officeroperation or control of, principal, agent, employee, employer, adviser, consultant, shareholder, partner, member or in any other individual or representative capacity whatsoever, either for his own benefit or for the benefit of any person or entity, without the prior written consent of the Company (which consent may be withheld in its sole discretion), engage connected in any manner in the Business (as defined below) in the metropolitan areas of Houston, A▇▇▇▇▇, ▇▇▇▇▇▇ or San Antonio, Texas or any other metropolitan area in the United States where the Company owns or leases more than $10 million in gross asset value of assets as of the date of this Agreement or as of the date of termination. For purposes of this Section 9, “Business” means the acquisition, development, management, ownership, leasing and/or disposition of retail shopping centers and/or any capital raising activities related thereto. Executive understands and agrees that his covenants contained in this Section 9 are being given in consideration of the numerous mutual promises and agreements contained in this Agreement between the Company and Executivewith, including, without limitation, those involvingholding any position as a stockholder, employmentdirector, compensationofficer, and Confidential Informationconsultant, and independent contractor, employee, partner, or investor in, any Restricted Enterprise (as defined below); provided, that in order to protect the Company’s Confidential Information and other legitimate business interests and to reduce the likelihood of irreparable damage which would occur in the no event such information is provided to or used by a competitor of the Company. Notwithstanding the foregoing, Executive shall not be deemed to have violated this Section 9 solely by reason of his passive ownership of 10% one percent (1%) or less of the outstanding equity interests securities of any public entityclass 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. Executive hereby acknowledges For purposes of this paragraph, “Restricted Enterprise” shall mean any Person that is actively engaged in any business which is either (i) in competition with the geographic boundaries, scope of prohibited activities and the time duration business of the provisions Company or any of this Section 9 are reasonable and are no broader than are necessary to protect its Subsidiaries conducted during the legitimate business interests preceding twelve (12) months (or following the Executive’s termination of employment, the twelve (12) months preceding the date of termination of the Executive’s employment with the Company) or (ii) proposed to be conducted by the Company or any of its Subsidiaries in the Company’s business plan as in effect at that time (or following the Executive’s termination of employment, the business plan as in effect as of the date of termination of the Executive’s employment with the Company); provided, that (x) with respect to any Person that is actively engaged in the refinery business, a Restricted Enterprise shall only include such a Person that operates or markets in any geographic area in which the Company or any of its Subsidiaries operates or markets with respect to its refinery business and (y) with respect to any Person that is actively engaged in the fertilizer business, a Restricted Enterprise shall only include such a Person that operates or markets in any geographic area in which the Company or any of its Subsidiaries operates or markets with respect to its fertilizer business. This noncompetition provision can only be revoked or modified by a writing signed by both Executive and During the Chief Executive Officer Restriction Period, upon request of the Company, as approved by the Board, which specifically states an intent to revoke or modify this provision. Executive acknowledges that the Company would not employ him or provide him with access to its Confidential Information but for his covenants or promises contained in this Section. The Company and Executive agree and stipulate that the agreements and covenants not to compete contained in this Section 9 hereof are fair and reasonable in light of all of the facts and circumstances of the relationship between Executive and the Company; provided however, Executive and the Company are aware that in certain circumstances courts have refused to enforce certain terms of agreements not to compete. Therefore, in furtherance of, and not in derogation of the provisions of this Section 9, the Company and Executive agree that in the event a court should decline to enforce any terms of any of the provisions of this Section 9, that this Section 9 shall be deemed to be modified or reformed to restrict Executive’s competition with the Company to the maximum extent, as to time, geography and business scope, which the court shall find enforceable; provided however, in no event shall the provisions of this Section 9 be deemed to be more restrictive to Executive than those contained herein. Executive agrees that during the Noncompetition Term, he shall immediately notify the Company of the Executive’s then-current employment status. For the avoidance of doubt, a Restricted Enterprise shall not include any Person or division thereof that is engaged in writing the business of any employment, work supplying (but not refining) crude oil or business he undertakes with or on behalf of any person (including himself) or entity, whether or not for compensationnatural gas.

Non-Competition. During the Period of Employment Period hereunder, and in the event the Employee’s employment is terminated pursuant to subparagraphs 10.2 or 10.3 hereof, then for an additional the later of (a) one year thereafter or (b) the period of one (1) year following during which compensation or benefits are being provided pursuant to this Agreement after its termination, the termination of his employment by Employee will not directly for himself or herself or any third party, become engaged in any business or activity which is directly in competition with any services or financial products sold by, or any business or activity engaged in by, the Company for Cause ( as described in Section 5a above) or the voluntary termination of employment by the Executive (as described in Section 5c above) (the “Noncompetition Term”), Executive agrees not to, directly or indirectly, either through any form of ownership or as an individual, director, officer, principal, agent, employee, employer, adviser, consultant, shareholder, partner, member or in any other individual or representative capacity whatsoever, either for his own benefit or for the benefit of any person or entity, without the prior written consent of the Company (which consent may be withheld in its sole discretion), engage in any manner in the Business (as defined below) in the metropolitan areas of Houston, A▇▇▇▇▇, ▇▇▇▇▇▇ or San Antonio, Texas or any other metropolitan area in the United States where the Company owns or leases more than $10 million in gross asset value of assets as of the date of this Agreement or as of the date of termination. For purposes of this Section 9, “Business” means the acquisition, development, management, ownership, leasing and/or disposition of retail shopping centers and/or any capital raising activities related thereto. Executive understands and agrees that his covenants contained in this Section 9 are being given in consideration of the numerous mutual promises and agreements contained in this Agreement between the Company and ExecutiveBank, including, without limitation, those involvingany business or activity engaged in by any federally or state chartered bank, employmentsavings bank, compensationsavings and loan association, trust company and/or credit union, and/or any services or financial products sold by such entities, including, without limitation, the taking and Confidential Informationaccepting of deposits, the provision of trust services, the making of loans and/or the extension of credit, brokering loans and/or leases and in order to protect the Company’s Confidential Information provision of insurance and other legitimate business interests and to reduce the likelihood of irreparable damage which would occur in the event such information is provided to or used by investment services, within a competitor of the Company. Notwithstanding the foregoing, Executive shall not be deemed to have violated this Section 9 solely by reason of his passive ownership of 10% or less of the outstanding equity interests 25 mile radius of any public entity. Executive hereby acknowledges that the geographic boundaries, scope of prohibited activities and the time duration of the provisions of this Section 9 are reasonable and are no broader than are necessary to protect the legitimate business interests of the Company. This noncompetition provision can only be revoked office or modified by a writing signed by both Executive and the Chief Executive Officer facility of the Company, the Bank or any of their Affiliates. This provision shall not restrict the Employee from owning or investing in publicly traded securities of financial institutions, so long as approved by his or her aggregate holdings in any financial institution do not exceed ten percent (10%) of the Boardoutstanding capital stock of such institution. During the Period of Employment hereunder, which specifically states an intent to revoke or modify this provision. Executive acknowledges that and for a period of two years thereafter no matter the reason of termination, the Employee will not solicit any person who was a customer of the Company would not employ him or provide him the Bank during the period of the Employee’s employment hereunder, or solicit potential customers who are or were identified through leads developed during the course of employment with access the Company or the Bank, or otherwise divert or attempt to its Confidential Information but for his covenants divert any existing business of the Company or promises contained in this Sectionthe Bank within any area of 100 miles of any office or facility of the Company, the Bank or any of their Affiliates. The Company and Executive agree and stipulate that Employee will not, either during the agreements and covenants not to compete contained Period of Employment hereunder or for a period of two years thereafter directly for himself or any third party, solicit, induce, recruit or cause another person in this Section 9 hereof are fair and reasonable in light of all the employment of the facts and circumstances of the relationship between Executive and the Company; provided however, Executive and the Company are aware that in certain circumstances courts have refused to enforce certain terms of agreements not to compete. Therefore, in furtherance of, and not in derogation of the provisions of this Section 9Bank, the Company and Executive agree or any of their Affiliates to terminate his or her employment for the purposes of joining, associating, or becoming employed with any business or activity which is in competition with any services or financial products sold, or any business or activity engaged in, by Company or the Bank. The Employee understands that in the event of a court should decline to enforce any terms violation of any provision of this Agreement, the Company or the Bank shall have the right to seek injunctive relief, in addition to any other existing rights provided in this Agreement or by operation of law, without the requirement of posting bond. The remedies provided in this paragraph shall be in addition to any legal or equitable remedies existing at law or provided for in any other agreement between the Employee, the Bank or the Company, and shall not be construed as a limitation upon, or as an alternative or in lieu of, any such remedies. If any provisions of this Section 9, that this Section 9 paragraph shall be deemed determined by a court of competent jurisdiction to be modified unenforceable in part by reason of it being too great a period of time or reformed to restrict Executive’s competition with the Company to the maximum extentcovering too great a geographical area, it shall be in full force and effect as to time, geography and business scope, which the court shall find enforceable; provided however, in no event shall the provisions that period of this Section 9 be deemed time or geographical area determined to be more restrictive to Executive than those contained herein. Executive agrees that during reasonable by the Noncompetition Term, he shall immediately notify the Company in writing of any employment, work or business he undertakes with or on behalf of any person (including himself) or entity, whether or not for compensationcourt.

Non-Competition. (a) During the Employment Period and for an additional period one year after the date of one (1) year following the any such termination of his employment by employment, the Company for Cause ( as described in Section 5a above) or Employee agrees that, without the voluntary termination prior express written consent of employment by the Executive (as described in Section 5c above) (the “Noncompetition Term”)Company, Executive agrees not tohe shall not, directly or indirectly, either through any form of ownership for his own benefit or as an individual, director, officer, principal, agent, employee, employer, adviser, consultantowner, shareholder, partner, member consultant, (or in any other individual representative capacity) for any other person, firm, partnership, corporation or representative capacity whatsoeverother entity (other than the Company), either for his own benefit (i) engage in the discovery, research and/or development of therapeutic, diagnostic or for prophylactic products which work through the benefit same biological mechanisms as products which at the time of such termination are under active clinical or pre-clinical development or have been pre-clinically or clinically developed by the Company and which the Company has not abandoned (“Related Programs”) or (ii) solicit or hire (or direct another to solicit or hire) the services of any person employee of the Company or entity, without attempt to induce any such employee or any consultant to the prior written consent Company to leave the employ of the Company (except when such acts are performed in good faith by the Employee on behalf of the Company). Notwithstanding the above, this provision shall not be deemed to prevent or prohibit Employee from being employed during such one year period by another entity in a managerial role where Employee has overall responsibility for managing (or assisting in the management of) a research and development portfolio which consent includes one or more Related Programs, provided that Employee does not violate the terms of Section 6 hereof and does not during such one year term actively advise or direct the discovery, research or development efforts of such other entity in the Related Program(s). During the Employment Period, the Employee shall not own more than 2% of the outstanding common stock of any corporation. The provisions of this Section 5 shall not be deemed to reduce in any way any other fiduciary, contractual or other legal obligation the Employee may have to the Company, including without limitation any obligation which may arise by virtue of any corporation law, securities law, patent or intellectual property law or right, the common law, other agreements with the Company or otherwise. For purposes of Section 5 of this Agreement, the term “solicit” shall mean any communication of any kind whatsoever, regardless of by whom initiated, inviting, encouraging, or requesting any person or entity to take or refrain from taking any action. (b) The Employee agrees to comply with the terms set forth in the Proprietary Information and Inventions Agreement previously entered into by the Company and Employee. (c) If at any time within twelve (12) months after the date on which the Employee exercises a Company stock option or stock appreciation right, or on which Company restricted stock vests, or on which income is realized by the Employee in connection with any other Company equity-based award (each of which events is a “Realization Event”), the Employee breaches any provision of Section 5(a) or 5(b) of the Agreement in more than a minor, deminimus or trivial manner that causes or is likely it cause, more than deminimus financial or reputational harm to the Company (and, if such breach is susceptible to cure, the Employee does not cure such breach and harm within ten (10) days after the Employee’s receipt of written notice of such breach of the Company which specifies in reasonable detail the facts and circumstances claimed to be the basis for such breach), then (i) the Employee shall forfeit all of Employee’s unexercised (including unvested) Neurogen Corporation stock options and restricted stock and (ii) any gain realized within the twelve (12) months prior to such breach from the exercise of any Company stock options or the vesting of any Company restricted stock or other equity-based awards by the Employee from the Realization Event shall be paid by the Employee to the Company upon written notice from the Company within ninety (90) days of such notice (such payments may be withheld made in its sole discretionincrements over such period). Such gain shall be determined after reduction for any taxes paid (or, engage if such gain is determined before such taxes are paid, owing, provided that such taxes are actually paid in a timely manner) by the Employee which are attributable to such gain as of the date of the Realization Event, and without regard to any manner subsequent change in the Business Fair Market Value (as defined below) in of a share of Company common stock; provided that any federal or state income tax benefit actually realized by the metropolitan areas Employee as a result of Houston, A▇▇▇▇▇, ▇▇▇▇▇▇ or San Antonio, Texas or any other metropolitan area in the United States where making payments to the Company owns or leases more than $10 million in gross asset value under this Section 5(c) (relating to any of assets as the next ten (10) tax year periods) shall also be paid to the Company within fifteen (15) days of such realization. Such gain shall be paid by the Employee delivering to the Company shares of Company Common Stock with a Fair Market Value on the date of this Agreement delivery equal to the amount of such gain. To the extent permitted by applicable law, the Company shall have the right to offset such gain against any amounts otherwise owed to the Employee by the Company (whether as wages, vacation pay, or as of the date of terminationpursuant to any benefit plan or other compensatory arrangement). For purposes of this Section 95(c), the “BusinessFair Market Value” means of a share of Company Common Stock on any date shall be (i) the acquisitionclosing sale price per share of Company Common Stock during normal trading hours on the national securities exchange on which the Company Common Stock is principally traded for such date or the last preceding date on which there was a sale of such Company Common Stock on such exchange or (ii) if the shares of Company Common Stock are then traded on the NASDAQ Stock Market or any other over-the-counter market, development, management, ownership, leasing and/or disposition of retail shopping centers and/or any capital raising activities related thereto. Executive understands and agrees that his covenants contained in this Section 9 are being given in consideration the average of the numerous mutual promises closing bid and agreements contained asked prices for the shares of Company Common Stock during normal trading hours in this Agreement between such over-the-counter market for such date or the last preceding date on which there was a sale of such Company Common Stock in such market, or (iii) if the shares of Company Common Stock are not then listed on a national securities exchange or traded in an over-the-counter market, such value as the Compensation Committee, in its sole discretion, shall reasonably determine. In the event that the Company and Executive, including, without limitation, those involving, employment, compensation, and Confidential Information, and in order seeks to protect the Company’s Confidential Information and other legitimate business interests and to reduce the likelihood of irreparable damage which would occur in the event such information is provided to or used by a competitor of the Company. Notwithstanding the foregoing, Executive shall not be deemed to have violated this Section 9 solely by reason of his passive ownership of 10% or less of the outstanding equity interests of any public entity. Executive hereby acknowledges that the geographic boundaries, scope of prohibited activities and the time duration of enforce the provisions of this Section 9 are reasonable 5(c), and are no broader than are necessary to protect the legitimate business interests of the Company. This noncompetition provision can only be revoked or modified by a writing signed by both Executive and the Chief Executive Officer of the Company, as approved such enforcement is contested by the BoardEmployee, which specifically states an intent to revoke or modify this provision. Executive acknowledges and it is finally determined that the Company would Employee is not employ him or provide him with access subject to its Confidential Information but for his covenants or promises contained in this Section. The Company and Executive agree and stipulate that the agreements and covenants not to compete contained in this Section 9 hereof are fair and reasonable in light of all of the facts and circumstances of the relationship between Executive and the Company; provided however, Executive and the Company are aware that in certain circumstances courts have refused to enforce certain terms of agreements not to compete. Therefore, in furtherance of, and not in derogation of the provisions of this Section 95(c), then the Company shall (i) reimburse the Employee for reasonable attorneys’ fees incurred by the Employee in connection with such contest; and Executive agree (ii) pay to the Employee an additional amount equal to one (1) times the amount in clause (i); provided that in such payment under this clause (ii) shall not exceed $250,000. (d) Any termination of the event a court should decline Employee’s employment or of this Agreement shall have no effect on the continuing operation of this Section 5. (e) The Employee acknowledges and agrees that the Company will have no adequate remedy at law, and could be irreparably harmed, if the Employee breaches or threatens to enforce any terms of breach any of the provisions of this Section 9, 5. The Employee agrees that the Company shall be entitled to equitable and/or injunctive relief to prevent any breach or threatened breach of this Section 9 shall be deemed 5, and to be modified specific performance of each of the terms hereof in addition to any other legal or reformed to restrict Executive’s competition with equitable remedies that the Company may have. The Employee further agrees that Employee shall not, in any equity proceeding relating to the maximum extentenforcement of the terms of this Section 5, as to time, geography raise the defense that the Company has an adequate remedy at law. (f) The terms and business scope, which the court shall find enforceable; provided however, in no event shall the provisions of this Section 9 be deemed 5 are intended to be separate and divisible provisions and if, for any reason, any one or more restrictive of them is held to Executive than those contained hereinbe invalid or unenforceable, neither the validity nor the enforceability of any other provision of this Agreement shall thereby be affected. Executive agrees The parties hereto acknowledge that during the Noncompetition Termpotential restrictions on the Employee’s future employment imposed by this Section 5 are reasonable in both duration and geographic scope and in all other respects. If for any reason any court of competent jurisdiction shall find any provisions of this Section 5 unreasonable in duration or geographic scope or otherwise, he shall immediately notify the Employee and the Company agree that the restrictions and prohibitions contained herein shall be effective to the fullest extent allowed under applicable law in writing such jurisdiction. (g) The parties acknowledge that this Agreement would not have been entered into and the benefits described in Section 4 of any employment, work or business he undertakes with or on behalf this Agreement would not have been promised in the absence of any person (including himself) or entity, whether or not for compensationthe Employee’s promises under this Section 5.

Non-Competition. During The Practice hereby recognizes, acknowledges, and avers that Retail Business Manager will incur substantial costs in providing the Employment Period equipment, support services, personnel, management, administration, and other items and services that are the subject matter of this Retail Business Management Agreement and that in the process of providing services under this Retail Business Management Agreement, the Practice will be privy to financial and Confidential Information, to which the Practice would not otherwise be exposed. The Parties also recognize that the services to be provided by Retail Business Manager will be feasible only if the Practice operates an active practice to which the Professionals associated with the Practice devote their full time and attention. The Practice agrees, acknowledges, and avers that the non-competition covenants described hereunder are necessary for the protection of Retail Business Manager, and that Retail Business Manager would not have entered into this Retail Business Management Agreement without the following covenants. (a) Except as specifically agreed to by Retail Business Manager in writing, the Practice covenants and agrees that during the Term of this Retail Business Management Agreement and for an additional a period of one (1) year following from the termination of his employment date this Retail Business Management Agreement is terminated, other than if terminated by the Company Practice for Cause ( as described cause, or expires the Practice shall not directly or indirectly own (excluding ownership of less than one percent (1%) of the equity of any publicly traded entity and excluding ownership of the common stock of Retail Business Manager), manage, operate, control, contract with, lend funds to, lend its name to, maintain any interest whatsoever in, or be employed by, any enterprise (i) having to do with the provision, distribution, promotion, or advertising of any type of management or administrative services or products to third parties in Section 5a abovecompetition with Retail Business Manager, within a 10 mile radius of any Dispensary of the Practice; and/or (ii) offering any type of service(s) or product(s) to third parties substantially similar to those offered by Retail Business Manager to the voluntary termination of employment by the Executive (as described Practice in Section 5c above) (the “Noncompetition Term”), Executive agrees not to, directly or indirectly, either through any form of ownership or as an individual, director, officer, principal, agent, employee, employer, adviser, consultant, shareholder, partner, member or in any other individual or representative capacity whatsoever, either for his own benefit or for the benefit competition with Retail Business Manager within a 10 mile radius of any person or entity, without the prior written consent Dispensary of the Company Practice; and/or (which consent may be withheld iii) providing Optical Services in its sole discretion), engage in competition with Retail Manager within a ten (10) mile radius of any manner in the Business (as defined below) in the metropolitan areas of Houston, A▇▇▇▇▇, ▇▇▇▇▇▇ or San Antonio, Texas or any other metropolitan area in the United States where the Company owns or leases more than $10 million in gross asset value of assets as Dispensary of the date of this Agreement or as of the date of termination. For purposes of this Section 9, “Business” means the acquisition, development, management, ownership, leasing and/or disposition of retail shopping centers and/or any capital raising activities related thereto. Executive understands and agrees that his covenants contained in this Section 9 are being given in consideration of the numerous mutual promises and agreements contained in this Agreement between the Company and Executive, including, without limitation, those involving, employment, compensation, and Confidential Information, and in order to protect the Company’s Confidential Information and other legitimate business interests and to reduce the likelihood of irreparable damage which would occur in the event such information is provided to or used by a competitor of the Company. Notwithstanding the foregoing, Executive shall not be deemed to have violated this Section 9 solely by reason of his passive ownership of 10% or less of the outstanding equity interests of any public entity. Executive hereby acknowledges that the geographic boundaries, scope of prohibited activities and the time duration of the provisions of this Section 9 are reasonable and are no broader than are necessary to protect the legitimate business interests of the Company. This noncompetition provision can only be revoked or modified by a writing signed by both Executive and the Chief Executive Officer of the Company, as approved by the Board, which specifically states an intent to revoke or modify this provision. Executive acknowledges that the Company would not employ him or provide him with access to its Confidential Information but for his covenants or promises contained in this Section. The Company and Executive agree and stipulate that the agreements and covenants not to compete contained in this Section 9 hereof are fair and reasonable in light of all of the facts and circumstances of the relationship between Executive and the Company; provided however, Executive and the Company are aware that in certain circumstances courts have refused to enforce certain terms of agreements not to compete. Therefore, in furtherance of, and not in derogation of the provisions of this Section 9, the Company and Executive agree that in the event a court should decline to enforce any terms of any of the provisions of this Section 9, that this Section 9 shall be deemed to be modified or reformed to restrict Executive’s competition with the Company to the maximum extent, as to time, geography and business scope, which the court shall find enforceable; provided however, in no event shall the provisions of this Section 9 be deemed to be more restrictive to Executive than those contained herein. Executive agrees that during the Noncompetition Term, he shall immediately notify the Company in writing of any employment, work or business he undertakes with or on behalf of any person (including himself) or entity, whether or not for compensationPractice.

Non-Competition. During Employee acknowledges that his services to be rendered hereunder are of a special and unusual character which have a unique value to Company, the Employment Period loss of which cannot adequately be compensated by damages in an action at law. In view of the unique value to Company of the services of Employee for which Company has contracted hereunder, and because of the confidential information to be obtained by or disclosed to Employee, and as a material inducement to Company to enter into this Agreement, and to pay to Employee the compensation referred to in Section 1.4 hereof, Employee covenants and agrees that during Employee's employment hereunder and for an additional a period of one (1) year following after he ceases to be employed by Company, Employee shall not (a) directly or indirectly, solicit business from, divert business from, or attempt to convert to other methods of using the termination same or similar products or services as provided by Company, any client, account or location of Company with which Employee has had any contact as a result of his employment by the Company for Cause ( as described hereunder; (b) engage in Section 5a above) or the voluntary termination of employment by the Executive (as described in Section 5c above) (the “Noncompetition Term”), Executive agrees not tocarry on, directly or indirectly, either through for himself, as a member of a partnership, or as a stockholder (except as limited partner or stockholder of less than one percent (1%) of the issued and outstanding limited partnership interests or stock of a publicly held partnership or corporation whose gross assets exceed $l,000,000), as an investor, lender, guarantor, landlord, manager, officer, or director of any form of ownership person, partnership, corporation, or other entity (other than the Company or its subsidiaries), or as an individual, director, officer, principalemployee, agent, employeeassociate, employerbroker, adviser, consultant, shareholder, partner, member or in any other individual or representative capacity whatsoever, either for his own benefit or for the benefit consultant of any person person, partnership, corporation, or entityother entity (other than the Company or its subsidiaries), without the prior written consent any business (or segment of a business if such business operates in more than one segment of the Company (which consent may be withheld in its sole discretion), engage in orthopedic industry) that competes with any manner in the Business (as defined below) in the metropolitan areas of Houston, A▇▇▇▇▇, ▇▇▇▇▇▇ or San Antonio, Texas or any other metropolitan area in the United States where the Company owns or leases more than $10 million in gross asset value of assets as of the date of this Agreement or as of the date of termination. For purposes of this Section 9, “Business” means the acquisition, development, management, ownership, leasing and/or disposition of retail shopping centers and/or any capital raising activities related thereto. Executive understands and agrees that his covenants contained in this Section 9 are being given in consideration of the numerous mutual promises and agreements contained in this Agreement between the Company and Executive, including, without limitation, those involving, employment, compensation, and Confidential Information, and in order to protect the Company’s Confidential Information and other legitimate business interests and to reduce the likelihood of irreparable damage which would occur in the event such information is provided to or used by a competitor of the Company. Notwithstanding the foregoing, Executive shall not be deemed to have violated this Section 9 solely by reason of his passive ownership of 10% or less of the outstanding equity interests of any public entity. Executive hereby acknowledges that the geographic boundaries, scope of prohibited activities and the time duration of the provisions of this Section 9 are reasonable and are no broader than are necessary to protect the legitimate business interests of the Company. This noncompetition provision can only be revoked or modified by a writing signed by both Executive and the Chief Executive Officer operations of the Company, as approved they exist at the time of Employee's termination, within an one hundred (100)-mile radius of any geographic area where Company is actually engaged in business, or maintains sales or service representatives or employees; or (c) directly or indirectly, solicit for employment or employ any employee of Company. In the event this Agreement is terminated by the BoardCompany without cause, which specifically states an intent Employee may elect, by providing written notice to revoke or modify this provision. Executive acknowledges that the Company would not employ him or provide him with access to its Confidential Information but for his covenants or promises contained in this Section. The Company and Executive agree and stipulate that the agreements and covenants not to compete contained in this Section 9 hereof are fair and reasonable in light of all of the facts and circumstances of the relationship between Executive and the Company; provided however, Executive and to shorten the Company are aware that in certain circumstances courts have refused to enforce certain terms of agreements not to compete. Therefore, in furtherance of, and not in derogation of the provisions term of this Section 9non-compete to six (6) months, the Company and Executive agree that in the event a court should decline to enforce any terms of any of the provisions of this Section 9provided, that this Section 9 shall be deemed to be modified or reformed to restrict Executive’s competition with the Company to the maximum extent, as to time, geography and business scope, which the court shall find enforceable; provided however, in no event that event, the Company's obligation to pay severance pay to the Employee pursuant to Section 1.5.2 shall the provisions of this Section 9 be deemed reduced to be more restrictive an amount equal to Executive than those contained herein. Executive agrees that during the Noncompetition Term, he shall immediately notify the Company in writing of any employment, work or business he undertakes with or on behalf of any person six (including himself6) or entity, whether or not for compensationmonths base pay.

Non-Competition. During (a) Upon any termination of Executive’s employment hereunder, other than a termination, (whether by resignation, voluntary or involuntary) in connection with a Change in Control, as a result of which the Employment Period and Bank is paying Executive benefits under Section 6 of this Agreement, Executive agrees not to compete with the Bank and/or the Company for an additional a period of one (1) year following such termination within twenty-five (25) miles of any existing branch of the termination Bank or any subsidiary of his employment the Company or within twenty-five (25) miles of any office for which the Bank, the Company or a Bank subsidiary of the Company has filed an application for regulatory approval to establish an office, determined as of the effective date of such termination, except as agreed to pursuant to a resolution duly adopted by the Company for Cause ( as described in Section 5a above) or the voluntary termination of employment by the Board. Executive (as described in Section 5c above) (the “Noncompetition Term”)agrees that during such period and within said area, cities, towns and counties, Executive agrees shall not towork for or advise, consult or otherwise serve with, directly or indirectly, either through any form of ownership entity whose business materially competes with the depository, lending or as an individual, director, officer, principal, agent, employee, employer, adviser, consultant, shareholder, partner, member or in any other individual or representative capacity whatsoever, either for his own benefit or for the benefit of any person or entity, without the prior written consent business activities of the Company (which consent may be withheld in its sole discretion), engage in any manner in the Business (as defined below) in the metropolitan areas of Houston, A▇▇▇▇▇, ▇▇▇▇▇▇ or San Antonio, Texas or any other metropolitan area in the United States where the Company owns or leases more than $10 million in gross asset value of assets as of the date of this Agreement or as of the date of termination. For purposes of this Section 9, “Business” means the acquisition, development, management, ownership, leasing Bank and/or disposition of retail shopping centers and/or any capital raising activities related thereto. Executive understands and agrees that his covenants contained in this Section 9 are being given in consideration of the numerous mutual promises and agreements contained in this Agreement between the Company and Executive, including, without limitation, those involving, employment, compensation, and Confidential Information, and in order to protect the Company’s Confidential Information . The parties hereto, recognizing that irreparable injury will result to the Bank and/or the Company, its business and other legitimate business interests and to reduce the likelihood of irreparable damage which would occur property in the event of Executive’s breach of this Subsection 11(a) agree that in the event of any such information breach by Executive, the Bank and/or the Company will be entitled, in addition to any other remedies and damages available, to an injunction to restrain the violation hereof by Executive, Executive’s partners, agents, servants, employers, employees and all persons acting for or with Executive. Executive represents and admits that Executive’s experience and capabilities are such that Executive can obtain employment in a business engaged in other lines and/or of a different nature than the Bank and/or the Company, and that the enforcement of a remedy by way of injunction will not prevent Executive from earning a livelihood. Nothing herein will be construed as prohibiting the Bank and/or the Company from pursuing any other remedies available to the Bank and/or the Company for such breach or threatened breach, including the recovery of damages from Executive. (b) Executive recognizes and acknowledges that the knowledge of the business activities and plans for business activities of the Bank and affiliates thereof, as it may exist from time to time, is a valuable, special and unique asset of the business of the Bank. Executive will not, during or after the term of his employment, disclose any knowledge of the past, present, planned or considered business activities of the Bank or affiliates thereof to any person, firm, corporation, or other entity for any reason or purpose whatsoever (except for such disclosure as may be required to be provided to any federal banking agency with jurisdiction over the Bank or used by a competitor of the CompanyExecutive). Notwithstanding the foregoing, Executive shall may disclose any knowledge of banking, financial and/or economic principles, concepts or ideas which are not be deemed to have violated this Section 9 solely by reason of his passive ownership of 10% or less and exclusively derived from the business plans and activities of the outstanding equity interests Bank, and Executive may disclose any information regarding the Bank or the Company which is otherwise publicly available. In the event of any public entity. a breach or threatened breach by Executive hereby acknowledges that the geographic boundaries, scope of prohibited activities and the time duration of the provisions of this Section 9 are reasonable and are no broader than are necessary Section, the Bank will be entitled to protect an injunction restraining Executive from disclosing, in whole or in part, the legitimate business interests knowledge of the Company. This noncompetition provision can only be revoked past, present, planned or modified by a writing signed by both Executive and the Chief Executive Officer considered business activities of the CompanyBank or affiliates thereof, as approved by the Boardor from rendering any services to any person, which specifically states an intent firm, corporation, other entity to revoke or modify this provision. Executive acknowledges that the Company would not employ him or provide him with access to its Confidential Information but for his covenants or promises contained in this Section. The Company and Executive agree and stipulate that the agreements and covenants not to compete contained in this Section 9 hereof are fair and reasonable in light of all of the facts and circumstances of the relationship between Executive and the Company; provided however, Executive and the Company are aware that in certain circumstances courts have refused to enforce certain terms of agreements not to compete. Thereforewhom such knowledge, in furtherance ofwhole or in part, and not in derogation of the provisions of this Section 9, the Company and Executive agree that in the event a court should decline to enforce any terms of any of the provisions of this Section 9, that this Section 9 shall be deemed has been disclosed or is threatened to be modified or reformed to restrict Executive’s competition with disclosed. Nothing herein will be construed as prohibiting the Company Bank from pursuing any other remedies available to the maximum extentBank for such breach or threatened breach, as to time, geography and business scope, which including the court shall find enforceable; provided however, in no event shall the provisions recovery of this Section 9 be deemed to be more restrictive to Executive than those contained herein. Executive agrees that during the Noncompetition Term, he shall immediately notify the Company in writing of any employment, work or business he undertakes with or on behalf of any person (including himself) or entity, whether or not for compensationdamages from Executive.

Non-Competition. During (a) Upon any termination of Executive’s employment hereunder, other than a termination (whether voluntary or involuntary) following a Change in Control), as a result of which the Employment Period and Company is paying Executive benefits under Section 6 of this Agreement, Executive agrees not to compete with the Bank and/or the Company for an additional a period of one (1) year following such termination within twenty-five (25) miles of any existing branch of the termination Bank or any subsidiary of his employment the Company or within twenty-five (25) miles of any office for which the Bank, the Company or a Bank subsidiary of the Company has filed an application for regulatory approval to establish an office, determined as of the effective date of such termination, except as agreed to pursuant to a resolution duly adopted by the Company for Cause ( as described in Section 5a above) or the voluntary termination of employment by the Board. Executive (as described in Section 5c above) (the “Noncompetition Term”)agrees that during such period and within said area, cities, towns and counties, Executive agrees shall not towork for or advise, consult or otherwise serve with, directly or indirectly, either through any form entity whose business materially competes with the depository, lending or other business activities of ownership or as an individualthe Bank and/or the Company. The parties hereto, directorrecognizing that irreparable injury will result to the Bank and/or the Company, officerits business and property in the event of Executive’s breach of this Subsection 12(a) agree that in the event of any such breach by Executive, principalthe Bank and/or the Company will be entitled, agent, employee, employer, adviser, consultant, shareholder, partner, member or in addition to any other individual remedies and damages available, to an injunction to restrain the violation hereof by Executive, Executive’s partners, agents, servants, employers, employees and all persons acting for or representative capacity whatsoeverwith Executive. Executive represents and admits that Executive’s experience and capabilities are such that Executive can obtain employment in a business engaged in other lines and/or of a different nature than the Bank and/or the Company, either and that the enforcement of a remedy by way of injunction will not prevent Executive from earning a livelihood. Nothing herein will be construed as prohibiting the Bank and/or the Company from pursuing any other remedies available to the Bank and/or the Company for his own benefit such breach or threatened breach, including the recovery of damages from Executive. (b) Executive recognizes and acknowledges that the knowledge of the business activities and plans for the benefit of any person or entity, without the prior written consent business activities of the Company (which consent and affiliates thereof, as it may be withheld in its sole discretion)exist from time to time, engage in any manner in the Business (as defined below) in the metropolitan areas of Houstonis a valuable, A▇▇▇▇▇, ▇▇▇▇▇▇ or San Antonio, Texas or any other metropolitan area in the United States where the Company owns or leases more than $10 million in gross special and unique asset value of assets as of the date of this Agreement or as of the date of termination. For purposes of this Section 9, “Business” means the acquisition, development, management, ownership, leasing and/or disposition of retail shopping centers and/or any capital raising activities related thereto. Executive understands and agrees that his covenants contained in this Section 9 are being given in consideration of the numerous mutual promises and agreements contained in this Agreement between the Company and Executive, including, without limitation, those involving, employment, compensation, and Confidential Information, and in order to protect the Company’s Confidential Information and other legitimate business interests and to reduce the likelihood of irreparable damage which would occur in the event such information is provided to or used by a competitor of the Company. Executive will not, during or after the term of his employment, disclose any knowledge of the past, present, planned or considered business activities of the Company or affiliates thereof to any person, firm, corporation, or other entity for any reason or purpose whatsoever (except for such disclosure as may be required to be provided to any federal banking agency with jurisdiction over the Company or Executive). Notwithstanding the foregoing, Executive shall may disclose any knowledge of banking, financial and/or economic principles, concepts or ideas which are not be deemed to have violated this Section 9 solely by reason of his passive ownership of 10% or less and exclusively derived from the business plans and activities of the outstanding equity interests Company, and Executive may disclose any information regarding the Bank or the Company which is otherwise publicly available. In the event of any public entity. a breach or threatened breach by Executive hereby acknowledges that the geographic boundaries, scope of prohibited activities and the time duration of the provisions of this Section 9 are reasonable and are no broader than are necessary to protect the legitimate business interests of the Company. This noncompetition provision can only be revoked or modified by a writing signed by both Executive and the Chief Executive Officer of the Company, as approved by the Board, which specifically states an intent to revoke or modify this provision. Executive acknowledges that the Company would not employ him or provide him with access to its Confidential Information but for his covenants or promises contained in this Section. The Company and Executive agree and stipulate that the agreements and covenants not to compete contained in this Section 9 hereof are fair and reasonable in light of all of the facts and circumstances of the relationship between Executive and the Company; provided however, Executive and the Company are aware that in certain circumstances courts have refused to enforce certain terms of agreements not to compete. Therefore, in furtherance of, and not in derogation of the provisions of this Section 9, the Company and will be entitled to an injunction restraining Executive agree that from disclosing, in whole or in part, the event a court should decline to enforce any terms of any knowledge of the provisions past, present, planned or considered business activities of this Section 9the Company or affiliates thereof, that this Section 9 shall be deemed or from rendering any services to any person, firm, corporation, other entity to whom such knowledge, in whole or in part, has been disclosed or is threatened to be modified or reformed to restrict Executive’s competition with disclosed. Nothing herein will be construed as prohibiting the Company from pursuing any other remedies available to the maximum extentCompany for such breach or threatened breach, as to time, geography and business scope, which including the court shall find enforceable; provided however, in no event shall the provisions recovery of this Section 9 be deemed to be more restrictive to Executive than those contained herein. Executive agrees that during the Noncompetition Term, he shall immediately notify the Company in writing of any employment, work or business he undertakes with or on behalf of any person (including himself) or entity, whether or not for compensationdamages from Executive.

Non-Competition. During Employee agrees that during the Employment Period period of Employee's employment with the Company and for an additional a period of one (1) year following 18 months from the termination last payment of his employment compensation to Employee by the Company for Cause ( as described Company, Employee shall not engage in Section 5a above) or the voluntary termination of employment by the Executive (as described participate in Section 5c above) (the “Noncompetition Term”), Executive agrees not toany business activity that competes, directly or indirectly, either through any form with the businesses of ownership the Company, or as an individualits subsidiaries or affiliates, director, officer, principal, agent, employee, employer, adviser, consultant, shareholder, partner, member or in any other individual or representative capacity whatsoever, either for his own benefit or for provided that Employee shall not be precluded from competing with the benefit of any person or entity, without the prior written consent business of the Company (which consent may be withheld in its sole discretion), engage in any manner in the Business (event of a termination of Employee's employment as defined below) in the metropolitan areas a result of Houston, A▇▇▇▇▇, ▇▇▇▇▇▇ or San Antonio, Texas or any other metropolitan area in the United States where a material breach by the Company owns or leases more than $10 million in gross asset value of assets as of the date provisions of this Agreement or as of in the date of terminationevent that Employee's employment is terminated by the Company other than for cause. For purposes of this Section 98, “Business” means Employee shall be deemed to "compete, directly or indirectly" with the acquisition, development, management, ownership, leasing and/or disposition of retail shopping centers and/or any capital raising activities related thereto. Executive understands and agrees that his covenants contained in this Section 9 are being given in consideration of the numerous mutual promises and agreements contained in this Agreement between the Company and Executive, including, without limitation, those involving, employment, compensation, and Confidential Information, and in order to protect the Company’s Confidential Information and other legitimate business interests and to reduce the likelihood of irreparable damage which would occur in the event such information is provided to or used by a competitor businesses of the Company, or its subsidiaries or affiliates if Employee is or becomes engaged, otherwise than at the request of the Company, as an officer, director or employee of, or is or becomes associated in a management or ownership, consultant or agent, capacity with, any corporation, partnership or other enterprise or venture the business of which includes wholesale, private label web hosting and email services in Canada or the United States, during the 18 month period immediately preceding Employee's termination. Notwithstanding the foregoing, Executive Employee shall not be deemed to have violated this Section 9 solely by reason "compete, directly or indirectly" with the businesses of his passive ownership the Company, or its subsidiaries or affiliates if he becomes associated in a management or ownership, consultant or agent, capacity with, any corporation, partnership or other enterprise or venture, the business of 10which is competitive to the Company, prior to the date that the businesses of the Company becomes competitive with the business of such corporation, partnership or other enterprise or venture. Notwithstanding anything to the contrary contained herein Employee may, without being deemed to compete, directly or indirectly, with the businesses of the Company or its subsidiaries or affiliates own not more than 5% or less of any class of the outstanding equity interests securities of any public entitysuch corporation listed on a national securities exchange or traded in the over-the-counter market. Executive hereby acknowledges that It is the geographic boundaries, scope of prohibited activities desire and the time duration intent of the parties that the provisions of this Section 9 are reasonable 8 shall be enforceable to the fullest extent permissible under the laws and are no broader than are necessary to protect the legitimate business interests public policies applied in each jurisdiction in which enforcement is sought. Accordingly, if any particular portion of the Companythis Section 8 is adjudicated unenforceable in any jurisdiction, such adjudication shall apply only in that particular jurisdiction in which such adjudication is made. This noncompetition provision can only be revoked or modified by a writing signed by both Executive and the Chief Executive Officer of the Company, as approved by the Board, which specifically states an intent to revoke or modify this provision. Executive acknowledges The parties recognize that the Company would not employ him or provide him with access to its Confidential Information but will have no adequate remedy at law for his the breach by Employee of the covenants or promises contained in this Section. The Company and Executive agree and stipulate that the agreements and covenants not to compete contained provided in this Section 9 hereof are fair and reasonable in light of all of the facts and circumstances of the relationship between Executive and the Company; provided however8, Executive and the Company are aware that in certain circumstances courts have refused to enforce certain terms of agreements not to compete. Thereforeand, in furtherance of, and not in derogation the event of the provisions of this Section 9such breach, the Company and Executive Employee hereby agree that in the event Company will be entitled to an injunction, a court should decline decree of specific performance, mandamus or other appropriate remedy to enforce any terms of any of the provisions of this Section 9, that this Section 9 shall be deemed to be modified or reformed to restrict Executive’s competition with the Company to the maximum extent, as to time, geography and business scope, which the court shall find enforceable; provided however, in no event shall the provisions of this Section 9 be deemed to be more restrictive to Executive than those contained herein. Executive agrees that during the Noncompetition Term, he shall immediately notify the Company in writing of any employment, work or business he undertakes with or on behalf of any person (including himself) or entity, whether or not for compensationsuch covenants.

Non-Competition. During (a) Executive acknowledges and recognizes the highly competitive nature of the business of the Company and its affiliates and accordingly agrees that, in consideration of this Agreement, the rights hereunder, and any payments hereunder, from the date hereof until the earlier of (i) the last day of the Employment Term, (ii) the last day of any Severance Period and for (iii) two years following Executive's Date of Termination (the "Non- Compete Term"), Executive will not, subject to Section 3(c) hereof, directly or indirectly engage in the operation of any cable television system or any other line of business in place at the Systems as of the Date of Termination within one hundred miles of any geographic area where the Company or its affiliates operate a cable system as of the Date of Termination during the Non-Compete Term, whether such engagement is as an additional period officer, director, proprietor, employee, partner, investor (other than as a holder of one (less than 1) year following % of the termination outstanding capital stock of his employment a publicly traded corporation), consultant, advisor, agent, sales representative or other participant; provided, however, that, during the Non-Compete Term, Executive will not be prohibited from engaging in any activity in which Executive may engage while employed by the Company for Cause ( as described in Section 5a above) or pursuant to the voluntary termination of employment by the Executive (as described in Section 5c above) (the “Noncompetition Term”), Executive agrees not to, directly or indirectly, either through any form of ownership or as an individual, director, officer, principal, agent, employee, employer, adviser, consultant, shareholder, partner, member or in any other individual or representative capacity whatsoever, either for his own benefit or for the benefit of any person or entity, without the prior written consent terms of the Company (which consent may be withheld in its sole discretion), engage in Exclusivity Agreement. Notwithstanding any manner in the Business (as defined below) in the metropolitan areas of Houston, A▇▇▇▇▇, ▇▇▇▇▇▇ or San Antonio, Texas or any other metropolitan area in the United States where the Company owns or leases more than $10 million in gross asset value of assets as of the date provision of this Agreement or as of to the date of termination. For purposes of this Section 9contrary, “Business” means the acquisition, development, management, ownership, leasing and/or disposition of retail shopping centers and/or from and after any capital raising activities related thereto. breach by Executive understands and agrees that his covenants contained in this Section 9 are being given in consideration of the numerous mutual promises and agreements contained in this Agreement between the Company and Executive, including, without limitation, those involving, employment, compensation, and Confidential Information, and in order to protect the Company’s Confidential Information and other legitimate business interests and to reduce the likelihood of irreparable damage which would occur in the event such information is provided to or used by a competitor of the Company. Notwithstanding the foregoing, Executive shall not be deemed to have violated this Section 9 solely by reason of his passive ownership of 10% or less of the outstanding equity interests of any public entity. Executive hereby acknowledges that the geographic boundaries, scope of prohibited activities and the time duration of the provisions of this Section 9 are reasonable 9(a), the Company shall cease to have any obligations to make payments to Executive under this Agreement, it being understood, however, that nothing contained in this Agreement shall in any manner affect the obligations of Holdings to Executive under the Holdings LLC Agreement or the rights of Executive under the MSCP Carry LLC Agreement and are no broader than are necessary to protect the legitimate business interests TWI Carry LLC Agreement. (b) For a period of two years following the Date of Termination, Executive will not directly or indirectly induce any employee or client of the Company. This noncompetition provision can only be revoked Company or modified any of its affiliates to engage in any activity in which Executive is prohibited from engaging by Section 9(a) hereof or to terminate his or her client or employment relationship, as applicable, with the Company or any of its affiliates, and will not directly or indirectly solicit the performance of services for any person who is a writing signed by both customer or client or former customer or client of the Company or any of its affiliates unless such person shall have ceased to have been a customer or client of the Company or any of its affiliates for a period of at least six (6) months. (c) It is expressly understood and agreed that although Executive and the Chief Executive Officer of Company consider the Company, as approved by the Board, which specifically states an intent to revoke or modify this provision. Executive acknowledges that the Company would not employ him or provide him with access to its Confidential Information but for his covenants or promises contained in this Section. The Company and Executive agree and stipulate that the agreements and covenants not to compete restrictions contained in this Section 9 hereof are fair and reasonable 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 light of all of the facts and circumstances of the relationship between Executive and the Company; provided howeverthis Agreement is an unenforceable restriction against Executive, Executive and the Company are aware that in certain circumstances courts have refused to enforce certain terms of agreements not to compete. Therefore, in furtherance of, and not in derogation of the provisions of this Section 9Agreement shall not be rendered void but shall be deemed amended to apply as to such maximum time and territory and to such maximum extent as such court may judicially determine or indicate to be enforceable. Alternatively, if any court of competent jurisdiction finds that any restriction contained in this Agreement is unenforceable, and such restriction cannot be amended so as to make it enforceable, such finding shall not affect the Company and Executive agree that in the event a court should decline to enforce any terms enforceability of any of the provisions of this Section 9, that this Section 9 shall be deemed to be modified or reformed to restrict Executive’s competition with the Company to the maximum extent, as to time, geography and business scope, which the court shall find enforceable; provided however, in no event shall the provisions of this Section 9 be deemed to be more restrictive to Executive than those other restrictions contained herein. Executive agrees that during the Noncompetition Term, he shall immediately notify the Company in writing of any employment, work or business he undertakes with or on behalf of any person (including himself) or entity, whether or not for compensation.

Non-Competition. (a) The Company shall provide Employee access to the Confidential Information for use only during the Employment Period, and Employee acknowledges and agrees that the Company Group will be entrusting Employee, in Employee’s unique and special capacity, with developing the goodwill of the Company Group, and in consideration thereof and in consideration of the access to Confidential Information, has voluntarily agreed to the covenants set forth in this Section. Employee further agrees and acknowledges that the limitations and restrictions set forth herein, including, but not limited to, geographical and temporal restrictions on certain competitive activities, are reasonable and not oppressive and are material and substantial parts of this Agreement intended and necessary to prevent unfair competition and to protect the Company Group’s Confidential Information and substantial and legitimate business interests and goodwill. (b) During the Employment Period and for an additional a period of one two years (1the “Restricted Period”) year following the termination of his employment by the Company Employment Period for Cause ( as described in Section 5a above) any reason, Employee shall not, for whatever reason and with or the voluntary termination of employment by the Executive (as described in Section 5c above) (the “Noncompetition Term”), Executive agrees not to, directly or indirectlywithout cause, either through individually or in partnership or jointly or in conjunction with any form of ownership other Person or Persons as an individual, director, officer, principal, agent, employee, employershareholder (other than holding equity interests listed on a United States stock exchange or automated quotation system that do not exceed 5% of the outstanding shares so listed), adviserowner, consultantinvestor, shareholder, partner, member partner or in any other individual or representative capacity manner whatsoever, either for his own benefit directly or for indirectly, engage in or compete with the benefit of Business anywhere in the world. (c) During the Restricted Period, Employee shall not (i) knowingly induce or attempt to induce any person or entity, without the prior written consent other Person known to Employee to be a customer of the Company or its affiliates (which consent may be withheld in each, a “Customer”) to cease doing any business with the Company or its sole discretion), engage in any manner affiliates anywhere in the world or (ii) solicit business involving the Business from, or provide services related to the Business to, any Customer. (as defined belowd) in During the metropolitan areas Restricted Period, Employee shall not solicit the employment of Houston, A▇▇▇▇▇, ▇▇▇▇▇▇ or San Antonio, Texas or any other metropolitan area in the United States where individual who is an employee of the Company owns or leases more than $10 million in gross asset value its affiliates, except that Employee shall not be precluded from soliciting the employment of, or hiring, any such individual (i) whose employment with the Company or one of assets as its affiliates has been terminated before entering into employment discussions with such Seller, (ii) who initiates discussions with Employee regarding employment opportunities with Employee or (iii) responds to a general advertisement or other similarly broad form of the date of this Agreement or as of the date of termination. solicitation for employees. (e) For purposes of this Section 9, “Business” means the acquisition, development, management, ownership, leasing and/or disposition of retail shopping centers and/or any capital raising activities related thereto. Executive understands and agrees that his covenants contained in this Section 9 are being given in consideration of following terms shall have the numerous mutual promises and agreements contained in this Agreement between the Company and Executive, including, without limitation, those involving, employment, compensation, and Confidential Information, and in order to protect the Company’s Confidential Information and other legitimate business interests and to reduce the likelihood of irreparable damage which would occur in the event such information is provided to or used by a competitor of the Company. Notwithstanding the foregoing, Executive shall not be deemed to have violated this Section 9 solely by reason of his passive ownership of 10% or less of the outstanding equity interests of any public entity. Executive hereby acknowledges that the geographic boundaries, scope of prohibited activities and the time duration of the provisions of this Section 9 are reasonable and are no broader than are necessary to protect the legitimate business interests of the Company. This noncompetition provision can only be revoked or modified by a writing signed by both Executive and the Chief Executive Officer of the Company, as approved by the Board, which specifically states an intent to revoke or modify this provision. Executive acknowledges that the Company would not employ him or provide him with access to its Confidential Information but for his covenants or promises contained in this Section. The Company and Executive agree and stipulate that the agreements and covenants not to compete contained in this Section 9 hereof are fair and reasonable in light of all of the facts and circumstances of the relationship between Executive and the Company; provided however, Executive and the Company are aware that in certain circumstances courts have refused to enforce certain terms of agreements not to compete. Therefore, in furtherance of, and not in derogation of the provisions of this Section 9, the Company and Executive agree that in the event a court should decline to enforce any terms of any of the provisions of this Section 9, that this Section 9 shall be deemed to be modified or reformed to restrict Executive’s competition with the Company to the maximum extent, as to time, geography and business scope, which the court shall find enforceable; provided however, in no event shall the provisions of this Section 9 be deemed to be more restrictive to Executive than those contained herein. Executive agrees that during the Noncompetition Term, he shall immediately notify the Company in writing of any employment, work or business he undertakes with or on behalf of any person (including himself) or entity, whether or not for compensation.following meanings:

Non-Competition. During (a) Unless the Employment Period and obligation is waived or limited by Ceridian in accordance with subsection (b) of this Section 6.02, Executive agrees that for an additional a period of one (1) year two years following the termination of his employment by the Company for Cause ( as described in Section 5a above) or the voluntary termination of employment by the Executive for any reason (as described in Section 5c above) (the “Noncompetition Term”"Non-Compete Period"), Executive agrees will not to, directly or indirectly, either through any form of ownership alone or as an individuala partner, officer, director, officer, principal, agent, employee, employer, adviser, consultant, shareholder, partner, member shareholder or in employee of any other individual or representative capacity whatsoever, either for his own benefit or for the benefit of any person firm or entity, without the prior written consent of the Company (which consent may be withheld in its sole discretion), engage in any manner commercial activity in the Business (competition with any part of Ceridian's business as defined below) in the metropolitan areas of Houston, A▇▇▇▇▇, ▇▇▇▇▇▇ or San Antonio, Texas or any other metropolitan area in the United States where the Company owns or leases more than $10 million in gross asset value of assets conducted as of the date of this Agreement such termination of employment or as with any part of the date of terminationCeridian's contemplated business with respect to which Executive has Confidential Information. For purposes of this Section 9subsection (a), “Business” means "shareholder" shall not include beneficial ownership of less than five percent (5%) of the acquisitioncombined voting power of all issued and outstanding voting securities of a publicly held corporation whose stock is traded on a major stock exchange. Also for purposes of this subsection (a), development"Ceridian's business" shall include business conducted by Ceridian or its affiliates and any partnership or joint venture in which Ceridian or its affiliates is a partner or joint venturer; provided that, management, ownership, leasing and/or disposition of retail shopping centers and/or any capital raising activities related thereto. Executive understands and agrees that his covenants contained "affiliate" as used in this Section 9 are being given sentence shall not include any corporation in consideration which Ceridian has ownership of less than fifteen percent (15%) of the numerous mutual promises and agreements contained voting stock. (b) At its sole option Ceridian may, by written notice to Executive at any time within the Non-Compete Period, waive or limit the time and/or geographic area in this Agreement between which Executive cannot engage in competitive activity. (c) During the Company and ExecutiveNon-Compete Period, includingprior to accepting employment with or agreeing to provide consulting services to, without limitation, those involving, employment, compensation, and Confidential Information, and in order to protect the Company’s Confidential Information and other legitimate business interests and to reduce the likelihood of irreparable damage any firm or entity which would occur in the event such information is provided to offers competitive products or used by a competitor of the Company. Notwithstanding the foregoingservices, Executive shall give 30 days prior written notice to Ceridian. Such written notice shall describe the firm and the employment or consulting services to be rendered to the firm or entity, and shall include a copy of the written offer of employment or engagement of consulting services. Ceridian's failure to respond or object to such notice shall not in any way constitute acquiescence or waiver of Ceridian's rights under this Article VI. (d) In the event Executive has provided notice to Ceridian pursuant to subsection (c) of this Section 6.02 and has not accepted employment with or agreed to provide consulting services to, any firm or entity directly as a result of his or her non-competition obligation pursuant to this Section 6.02, Ceridian shall pay Executive an amount equal to the usual rate of Executive's Base Salary in effect at the time of termination on a regular payroll period basis until the end of the Non-Compete Period. There shall be credited against Ceridian's obligation to make such payments any other payments made by Ceridian to Executive pursuant to Article IV of this Agreement. In the event that Ceridian elects, pursuant to subsection (b) of this Section 6.02, to waive all or any portion of the non-competition obligation set forth in subsection (a) hereof, no payment shall be required by Ceridian with respect to the portion of the Non-Compete Period which has been waived. (e) In the event Executive fails to provide notice to Ceridian pursuant to subsection (c) of this Section 6.02 and/or in anyway violates its non-competition obligation pursuant to Section 6.02, Ceridian may enforce all of its rights and remedies provided to it under this Agreement, in law and in equity, and Executive shall be deemed to have violated this Section 9 solely by reason of his passive ownership of 10% expressly waived any rights he or less of the outstanding equity interests of any public entity. Executive hereby acknowledges that the geographic boundaries, scope of prohibited activities and the time duration of the provisions she may have had to payments under subsection (d) of this Section 9 are reasonable and are no broader than are necessary to protect the legitimate business interests of the Company. This noncompetition provision can only be revoked or modified by a writing signed by both Executive and the Chief Executive Officer of the Company, as approved by the Board, which specifically states an intent to revoke or modify this provision. Executive acknowledges that the Company would not employ him or provide him with access to its Confidential Information but for his covenants or promises contained in this Section. The Company and Executive agree and stipulate that the agreements and covenants not to compete contained in this Section 9 hereof are fair and reasonable in light of all of the facts and circumstances of the relationship between Executive and the Company; provided however, Executive and the Company are aware that in certain circumstances courts have refused to enforce certain terms of agreements not to compete. Therefore, in furtherance of, and not in derogation of the provisions of this Section 9, the Company and Executive agree that in the event a court should decline to enforce any terms of any of the provisions of this Section 9, that this Section 9 shall be deemed to be modified or reformed to restrict Executive’s competition with the Company to the maximum extent, as to time, geography and business scope, which the court shall find enforceable; provided however, in no event shall the provisions of this Section 9 be deemed to be more restrictive to Executive than those contained herein. Executive agrees that during the Noncompetition Term, he shall immediately notify the Company in writing of any employment, work or business he undertakes with or on behalf of any person (including himself) or entity, whether or not for compensation6.02.

Non-Competition. (a) During the Employment Period his employment by BPLSC and for an additional a period of one (1) year following the termination of his employment by the Company for Cause ( as described in Section 5a above) or the voluntary termination of employment by the Executive (as described in Section 5c above) (the “Noncompetition Term”)thereafter, Executive agrees not toEmployee will not, directly or indirectly, either through any form of ownership or as an individual, director, officer, principal, agent, employee, employer, adviser, consultant, shareholder, partner, member or in any other individual or representative capacity whatsoever, either for his own benefit or for the benefit of any person or entity, without unless acting with the prior written consent of the Company (which consent may be withheld in its sole discretion)Board, engage in any manner directly or indirectly, own, manage, operate, join, control or participate in the Business (as defined below) in the metropolitan areas of Houston, A▇▇▇▇▇, ▇▇▇▇▇▇ or San Antonio, Texas or any other metropolitan area in the United States where the Company owns or leases more than $10 million in gross asset value of assets as of the date of this Agreement or as of the date of termination. For purposes of this Section 9, “Business” means the acquisition, developmentownership, management, ownershipoperation or control, leasing and/or disposition or be connected as an officer, director, manager, member, employee, partner, principal, agent, representative, consultant or otherwise with or use or permit his name to be used in connection with, (i) any business or enterprise that competes with the Partnerships in any business or enterprise that contributes more than ten percent (10%) of retail shopping centers and/or BGH’s consolidated gross revenues, either during his employment by BPLSC or on the Termination Date, as applicable, in any capital raising activities related thereto. Executive understands and agrees state in which such business or enterprise is so operated (whether or not such business is physically located within those areas) (the “Geographic Area”), or (ii) in any business or enterprise that his covenants contained in this Section 9 are being given in consideration is a customer of the numerous mutual promises Partnerships if BGH derives at least five percent (5%) of its consolidated gross revenues either during his employment by BPLSC or on the Termination Date, as applicable, from such customer. It is recognized by Employee that the Partnerships’ business and agreements contained Employee’s connection therewith is or will be involved in this Agreement between activity throughout the Company and Executive, including, without limitation, those involving, employment, compensationGeographic Area, and Confidential Informationthat more limited geographical limitations on this non-competition covenant are therefore not appropriate. Employee also shall not, and in order directly or indirectly, during such one-year period (i) solicit or divert business from, or attempt to protect the Company’s Confidential Information and other legitimate business interests and to reduce the likelihood of irreparable damage which would occur in the event such information is provided to convert any client, account or used by a competitor customer of the Company. Notwithstanding Partnerships, whether existing at the foregoingdate hereof or acquired during Employee’s employment nor (ii) following Employee’s Termination of Employment, Executive solicit or attempt to hire any employee of the Partnerships or any person who has been an employee of the Partnerships at any time during the year prior to such Termination of Employment. (b) The foregoing restriction shall not be deemed construed to have violated this Section 9 solely prohibit the ownership by reason Employee of his passive ownership of 10% or less of the outstanding equity interests than five percent (5%) of any public entity. Executive hereby acknowledges that the geographic boundaries, scope class of prohibited activities and the time duration securities of the provisions of this Section 9 are reasonable and are no broader than are necessary to protect the legitimate business interests of the Company. This noncompetition provision can only be revoked or modified by a writing signed by both Executive and the Chief Executive Officer of the Company, as approved by the Board, any corporation which specifically states an intent to revoke or modify this provision. Executive acknowledges that the Company would not employ him or provide him with access to its Confidential Information but for his covenants or promises contained is engaged in this Section. The Company and Executive agree and stipulate that the agreements and covenants not to compete contained in this Section 9 hereof are fair and reasonable in light of all of the facts and circumstances of the relationship between Executive and the Company; provided however, Executive and the Company are aware that in certain circumstances courts have refused to enforce certain terms of agreements not to compete. Therefore, in furtherance of, and not in derogation of the provisions of this Section 9, the Company and Executive agree that in the event a court should decline to enforce any terms of any of the provisions foregoing businesses having a class of this Section 9, that this Section 9 shall be deemed to be modified or reformed to restrict Executive’s competition with the Company securities registered pursuant to the maximum extentExchange Act, as to timeprovided that such ownership represents a passive investment and that neither Employee nor any group of persons including Employee in any way, geography and business scopeeither directly or indirectly, which the court shall find enforceable; provided however, in no event shall the provisions of this Section 9 be deemed to be more restrictive to Executive than those contained herein. Executive agrees that during the Noncompetition Term, he shall immediately notify the Company in writing manages or exercises control of any employmentsuch corporation, work guarantees any of its financial obligations, otherwise takes any part in its business, other than exercising his rights as a shareholder, or business he undertakes with or on behalf seeks to do any of any person (including himself) or entity, whether or not for compensationthe foregoing.

Non-Competition. (a) The term of Non-Competition (herein so called) shall be for a term beginning on the date hereof and continuing until the second anniversary of the Date of Termination. (b) During the Employment Period and term of Non-Competition, the Executive will not (other than for an additional period the benefit of one (1) year following the termination of his employment by the Company for Cause ( as described in Section 5a above) or the voluntary termination of employment by the Executive (as described in Section 5c above) (the “Noncompetition Term”pursuant to this Agreement), Executive agrees not to, directly or indirectly, either through any form of ownership individually or as an individualofficer, director, officeremployee, principalshareholder, consultant, contractor, partner, joint venturer, agent, employee, employer, adviser, consultant, shareholder, partner, member equity owner or in any other individual or representative capacity whatsoever, either for his own benefit or for the benefit of any person or entity, without the prior written consent of the Company (which consent may be withheld in its sole discretion), engage in any manner in the Business fresh meat or meat processing business (as defined below) in the metropolitan areas of Houstona “Competing Business”), A▇▇▇▇▇, ▇▇▇▇▇▇ or San Antonio, Texas or any other metropolitan area located in the United States where or Australia (the Company owns “Geographic Area”), (ii) hire, attempt to hire, or leases more than $10 million in gross asset value of assets as of the date of this Agreement contact or as of the date of termination. For purposes of this Section 9, “Business” means the acquisition, development, management, ownership, leasing and/or disposition of retail shopping centers and/or solicit with respect to hiring any capital raising activities related thereto. Executive understands and agrees that his covenants contained in this Section 9 are being given in consideration of the numerous mutual promises and agreements contained in this Agreement between the Company and Executive, including, without limitation, those involving, employment, compensation, and Confidential Information, and in order to protect the Company’s Confidential Information and other legitimate business interests and to reduce the likelihood of irreparable damage which would occur in the event such information is provided to or used by a competitor employee of the Company, or (iii) divert or take away any customers of the Company in the Geographic Area. Notwithstanding the foregoing, the Company agrees that after the Date of Termination the Executive shall may be employed by, or perform services for, a person (as such term is defined in Subsection 3(c) above) whose business operations include a Competing Business provided that revenues from such Competing Business comprise less than fifty percent (50%) of the total revenues of such person at the time the Executive is initially employed or begins to perform services for such person, so long as Executive does not be deemed to have violated this Section 9 solely by reason personally render advice to, perform any services for, or otherwise participate in, such Competing Business operations of his passive ownership of 10% or such person. Notwithstanding the foregoing, the Company agrees that the Executive may own less than five percent of the outstanding equity interests voting securities of any public entity. publicly traded company that is a Competing Business so long as the Executive hereby does not otherwise participate in such competing business in any way prohibited by the preceding sentence. (c) During the term of Non-Competition, the Executive will not use the Executive’s access to, knowledge of, or application of Confidential Information to perform any duty for any Competing Business; it being understood and agreed to that this Section 9(c) shall be in addition to and not be construed as a limitation upon the covenants in Section 9(b) hereof. (d) The Executive acknowledges that the geographic boundaries, scope of prohibited activities activities, and the time duration of the provisions of this Section 9 preceding paragraphs are reasonable in nature and are no broader than are necessary to maintain the confidentiality and the goodwill of the Company’s proprietary information, plans and services and to protect the other legitimate business interests of the Company. This noncompetition provision can only be revoked or modified by a writing signed by both Executive and the Chief Executive Officer of the Company, as approved by the Board, which specifically states an intent to revoke or modify this provision. Executive acknowledges that the Company would not employ him or provide him with access to its Confidential Information but for his covenants or promises contained . (e) As used in this Section. The Company and Executive agree and stipulate that the agreements and covenants not to compete contained in this Section 9 hereof are fair and reasonable in light of all of the facts and circumstances of the relationship between Executive and the Company; provided however, Executive and the Company are aware that in certain circumstances courts have refused to enforce certain terms of agreements not to compete. Therefore, in furtherance of, and not in derogation of the provisions of this Section 9, “Company” shall include the Company and Executive agree that in the event a court should decline to enforce any terms of any of the provisions of this Section 9, that this Section 9 shall be deemed to be modified its direct or reformed to restrict Executive’s competition with the Company to the maximum extent, as to time, geography and business scope, which the court shall find enforceable; provided however, in no event shall the provisions of this Section 9 be deemed to be more restrictive to Executive than those contained herein. Executive agrees that during the Noncompetition Term, he shall immediately notify the Company in writing of any employment, work indirect subsidiaries or business he undertakes with or on behalf of any person (including himself) or entity, whether or not for compensationaffiliates.

Non-Competition. During (a) Upon any termination of Executive’s employment hereunder, other than a termination, (whether voluntary or involuntary) in connection with a Change in Control, as a result of which the Employment Period and Bank is paying Executive benefits under Section 6 of this Agreement, Executive agrees not to compete with the Bank and/or the Company for an additional a period of one (1) year following such termination within twenty-five (25) miles of any existing branch of the termination Bank or any subsidiary of his employment the Company or within twenty-five (25) miles of any office for which the Bank, the Company or a Bank subsidiary of the Company has filed an application for regulatory approval to establish an office, determined as of the effective date of such termination, except as agreed to pursuant to a resolution duly adopted by the Company for Cause ( as described in Section 5a above) or the voluntary termination of employment by the Board. Executive (as described in Section 5c above) (the “Noncompetition Term”)agrees that during such period and within said area, cities, towns and counties, Executive agrees shall not towork for or advise, consult or otherwise serve with, directly or indirectly, either through any form of ownership entity whose business materially competes with the depository, lending or as an individual, director, officer, principal, agent, employee, employer, adviser, consultant, shareholder, partner, member or in any other individual or representative capacity whatsoever, either for his own benefit or for the benefit of any person or entity, without the prior written consent business activities of the Company (which consent may be withheld in its sole discretion), engage in any manner in the Business (as defined below) in the metropolitan areas of Houston, A▇▇▇▇▇, ▇▇▇▇▇▇ or San Antonio, Texas or any other metropolitan area in the United States where the Company owns or leases more than $10 million in gross asset value of assets as of the date of this Agreement or as of the date of termination. For purposes of this Section 9, “Business” means the acquisition, development, management, ownership, leasing Bank and/or disposition of retail shopping centers and/or any capital raising activities related thereto. Executive understands and agrees that his covenants contained in this Section 9 are being given in consideration of the numerous mutual promises and agreements contained in this Agreement between the Company and Executive, including, without limitation, those involving, employment, compensation, and Confidential Information, and in order to protect the Company’s Confidential Information . The parties hereto, recognizing that irreparable injury will result to the Bank and/or the Company, its business and other legitimate business interests and to reduce the likelihood of irreparable damage which would occur property in the event of Executive’s breach of this Subsection 11(a) agree that in the event of any such information breach by Executive, the Bank and/or the Company will be entitled, in addition to any other remedies and damages available, to an injunction to restrain the violation hereof by Executive, Executive’s partners, agents, servants, employers, employees and all persons acting for or with Executive. Executive represents and admits that Executive’s experience and capabilities are such that Executive can obtain employment in a business engaged in other lines and/or of a different nature than the Bank and/or the Company, and that the enforcement of a remedy by way of injunction will not prevent Executive from earning a livelihood. Nothing herein will be construed as prohibiting the Bank and/or the Company from pursuing any other remedies available to the Bank and/or the Company for such breach or threatened breach, including the recovery of damages from Executive. (b) Executive recognizes and acknowledges that the knowledge of the business activities and plans for business activities of the Bank and affiliates thereof, as it may exist from time to time, is a valuable, special and unique asset of the business of the Bank. Executive will not, during or after the term of his/her employment, disclose any knowledge of the past, present, planned or considered business activities of the Bank or affiliates thereof to any person, firm, corporation, or other entity for any reason or purpose whatsoever (except for such disclosure as may be required to be provided to any federal banking agency with jurisdiction over the Bank or used by a competitor of the CompanyExecutive). Notwithstanding the foregoing, Executive shall may disclose any knowledge of banking, financial and/or economic principles, concepts or ideas which are not be deemed to have violated this Section 9 solely by reason of his passive ownership of 10% or less and exclusively derived from the business plans and activities of the outstanding equity interests Bank, and Executive may disclose any information regarding the Bank or the Company which is otherwise publicly available. In the event of any public entity. a breach or threatened breach by Executive hereby acknowledges that the geographic boundaries, scope of prohibited activities and the time duration of the provisions of this Section 9 are reasonable and are no broader than are necessary Section, the Bank will be entitled to protect an injunction restraining Executive from disclosing, in whole or in part, the legitimate business interests knowledge of the Company. This noncompetition provision can only be revoked past, present, planned or modified by a writing signed by both Executive and the Chief Executive Officer considered business activities of the CompanyBank or affiliates thereof, as approved by the Boardor from rendering any services to any person, which specifically states an intent firm, corporation, other entity to revoke or modify this provision. Executive acknowledges that the Company would not employ him or provide him with access to its Confidential Information but for his covenants or promises contained in this Section. The Company and Executive agree and stipulate that the agreements and covenants not to compete contained in this Section 9 hereof are fair and reasonable in light of all of the facts and circumstances of the relationship between Executive and the Company; provided however, Executive and the Company are aware that in certain circumstances courts have refused to enforce certain terms of agreements not to compete. Thereforewhom such knowledge, in furtherance ofwhole or in part, and not in derogation of the provisions of this Section 9, the Company and Executive agree that in the event a court should decline to enforce any terms of any of the provisions of this Section 9, that this Section 9 shall be deemed has been disclosed or is threatened to be modified or reformed to restrict Executive’s competition with disclosed. Nothing herein will be construed as prohibiting the Company Bank from pursuing any other remedies available to the maximum extentBank for such breach or threatened breach, as to time, geography and business scope, which including the court shall find enforceable; provided however, in no event shall the provisions recovery of this Section 9 be deemed to be more restrictive to Executive than those contained herein. Executive agrees that during the Noncompetition Term, he shall immediately notify the Company in writing of any employment, work or business he undertakes with or on behalf of any person (including himself) or entity, whether or not for compensationdamages from Executive.

Non-Competition. During (a) Upon any termination of Executive's employment hereunder, other than a termination (whether voluntary or involuntary) following a Change in Control), as a result of which the Employment Period and Company is paying Executive benefits under Section 6 of this Agreement, Executive agrees not to compete with the Bank and/or the Company for an additional a period of one (1) year following such termination within twenty-five (25) miles of any existing branch of the termination Bank or any subsidiary of his employment the Company or within twenty-five (25) miles of any office for which the Bank, the Company or a Bank subsidiary of the Company has filed an application for regulatory approval to establish an office, determined as of the effective date of such termination, except as agreed to pursuant to a resolution duly adopted by the Company for Cause ( as described in Section 5a above) or the voluntary termination of employment by the Board. Executive (as described in Section 5c above) (the “Noncompetition Term”)agrees that during such period and within said area, cities, towns and counties, Executive agrees shall not towork for or advise, consult or otherwise serve with, directly or indirectly, either through any form entity whose business materially competes with the depository, lending or other business activities of ownership or as an individualthe Bank and/or the Company. The parties hereto, directorrecognizing that irreparable injury will result to the Bank and/or the Company, officerits business and property in the event of Executive's breach of this Subsection 11(a) agree that in the event of any such breach by Executive, principalthe Bank and/or the Company will be entitled, agent, employee, employer, adviser, consultant, shareholder, partner, member or in addition to any other individual remedies and damages available, to an injunction to restrain the violation hereof by Executive, Executive's partners, agents, servants, employers, employees and all persons acting for or representative capacity whatsoeverwith Executive. Executive represents and admits that Executive's experience and capabilities are such that Executive can obtain employment in a business engaged in other lines and/or of a different nature than the Bank and/or the Company, either and that the enforcement of a remedy by way of injunction will not prevent Executive from earning a livelihood. Nothing herein will be construed as prohibiting the Bank and/or the Company from pursuing any other remedies available to the Bank and/or the Company for his own benefit such breach or threatened breach, including the recovery of damages from Executive. (b) Executive recognizes and acknowledges that the knowledge of the business activities and plans for the benefit of any person or entity, without the prior written consent business activities of the Company (which consent and affiliates thereof, as it may be withheld in its sole discretion)exist from time to time, engage in any manner in the Business (as defined below) in the metropolitan areas of Houstonis a valuable, A▇▇▇▇▇, ▇▇▇▇▇▇ or San Antonio, Texas or any other metropolitan area in the United States where the Company owns or leases more than $10 million in gross special and unique asset value of assets as of the date of this Agreement or as of the date of termination. For purposes of this Section 9, “Business” means the acquisition, development, management, ownership, leasing and/or disposition of retail shopping centers and/or any capital raising activities related thereto. Executive understands and agrees that his covenants contained in this Section 9 are being given in consideration of the numerous mutual promises and agreements contained in this Agreement between the Company and Executive, including, without limitation, those involving, employment, compensation, and Confidential Information, and in order to protect the Company’s Confidential Information and other legitimate business interests and to reduce the likelihood of irreparable damage which would occur in the event such information is provided to or used by a competitor of the Company. Executive will not, during or after the term of his employment, disclose any knowledge of the past, present, planned or considered business activities of the Company or affiliates thereof to any person, firm, corporation, or other entity for any reason or purpose whatsoever (except for such disclosure as may be required to be provided to any federal banking agency with jurisdiction over the Company or Executive). Notwithstanding the foregoing, Executive shall may disclose any knowledge of banking, financial and/or economic principles, concepts or ideas which are not be deemed to have violated this Section 9 solely by reason of his passive ownership of 10% or less and exclusively derived from the business plans and activities of the outstanding equity interests Company, and Executive may disclose any information regarding the Bank or the Company which is otherwise publicly available. In the event of any public entity. a breach or threatened breach by Executive hereby acknowledges that the geographic boundaries, scope of prohibited activities and the time duration of the provisions of this Section 9 are reasonable and are no broader than are necessary to protect the legitimate business interests of the Company. This noncompetition provision can only be revoked or modified by a writing signed by both Executive and the Chief Executive Officer of the Company, as approved by the Board, which specifically states an intent to revoke or modify this provision. Executive acknowledges that the Company would not employ him or provide him with access to its Confidential Information but for his covenants or promises contained in this Section. The Company and Executive agree and stipulate that the agreements and covenants not to compete contained in this Section 9 hereof are fair and reasonable in light of all of the facts and circumstances of the relationship between Executive and the Company; provided however, Executive and the Company are aware that in certain circumstances courts have refused to enforce certain terms of agreements not to compete. Therefore, in furtherance of, and not in derogation of the provisions of this Section 9, the Company and will be entitled to an injunction restraining Executive agree that from disclosing, in whole or in part, the event a court should decline to enforce any terms of any knowledge of the provisions past, present, planned or considered business activities of this Section 9the Company or affiliates thereof, that this Section 9 shall be deemed or from rendering any services to any person, firm, corporation, other entity to whom such knowledge, in whole or in part, has been disclosed or is threatened to be modified or reformed to restrict Executive’s competition with disclosed. Nothing herein will be construed as prohibiting the Company from pursuing any other remedies available to the maximum extentCompany for such breach or threatened breach, as to time, geography and business scope, which including the court shall find enforceable; provided however, in no event shall the provisions recovery of this Section 9 be deemed to be more restrictive to Executive than those contained herein. Executive agrees that during the Noncompetition Term, he shall immediately notify the Company in writing of any employment, work or business he undertakes with or on behalf of any person (including himself) or entity, whether or not for compensationdamages from Executive.

Non-Competition. During the Employment Period and (a) Except as otherwise provided in this Agreement, for an additional a period of one five (15) year following years after the termination Contribution Closing Date, the Contributor Parties shall not, and shall cause each of his employment by the Company for Cause ( as described in Section 5a above) or the voluntary termination of employment by the Executive (as described in Section 5c above) (the “Noncompetition Term”), Executive agrees not totheir respective Affiliates to not, directly or indirectly, either through (x) engage in, or acquire an equity interest in, or provide debt financing to any form of ownership or as an individualPerson who is engaged in, director, officer, principal, agent, employee, employer, adviser, consultant, shareholder, partner, member or in any other individual or representative capacity whatsoever, either for his own benefit or for the benefit of any person or entity, without the prior written consent of the Company (which consent may be withheld in its sole discretion), engage in any manner in the Restricted Business (as defined below) in the metropolitan areas of Houston, A▇▇▇▇▇, ▇▇▇▇▇▇ or San Antonio, Texas or any other metropolitan area in the United States where (the Company owns “Restricted Territory”), (y) request any past, present or leases more than $10 million in gross asset value of assets as future customers of the date Propane Group Entities within the Restricted Territory to curtail or cancel their business with Acquirer or any of its Affiliates (including the Propane Group Entities), or (z) except as required by Law, disclose to any Person the names of past or existing customers of the Propane Group Entities. Nothing in this Agreement or as of the date of termination. For purposes of this Section 9, “Business” means the acquisition, development, management, ownership, leasing and/or disposition of retail shopping centers and/or any capital raising activities related thereto. Executive understands and agrees that his covenants contained in this Section 9 are being given in consideration of the numerous mutual promises and agreements contained in this Agreement between the Company and Executive, including, without limitation, those involving, employment, compensation, and Confidential Information, and in order to protect the Company’s Confidential Information and other legitimate business interests and to reduce the likelihood of irreparable damage which would occur in the event definition of Restricted Business shall prohibit or in any way restrict any NRGY Entity from: (i) acquiring or owning the Retained Units, the Retained Assets or otherwise entering into or exercising any rights of such information is provided NRGY Entity pursuant to the NRGY Support Agreement or used by a competitor of the Company. Notwithstanding the foregoing, Executive shall not be deemed to have violated this Section 9 solely by reason of his passive ownership of 10acquiring or owning less than 5% or less of the outstanding voting power of any other publicly traded Person, including if such Person is engaged in a Restricted Business; (ii) performing its obligations under the Transaction Agreements; or (iii) acquiring the assets or capital stock or other equity interests of any public entity. Executive hereby acknowledges Person which is engaged in a Restricted Business (“Acquired Company”) if, in its last full fiscal year prior to such acquisition, the consolidated revenues of such Acquired Company from the Restricted Business in the Restricted Territory was less than twenty-five percent (25%) of the aggregate consolidated revenues of such Acquired Company; provided, however, that if an NRGY Entity acquires an Acquired Company with consolidated revenues from a Restricted Business in the Restricted Territory greater than ten percent (10%) of the aggregate consolidated revenues of such Acquired Company, such NRGY Entity shall (A) provide Acquirer the exclusive opportunity, for a period of forty five (45) days following the closing of such acquisition, to negotiate the purchase of such portion of such business that is engaged in the Restricted Business and (B) if such NRGY Entity and Acquirer do not enter into an agreement with respect to Acquirer’s purchase of such portion of such business within such forty five (45)-day period, divest such portion of such entire business within nine (9) months of the acquisition. (b) The Contributor Parties agree that the duration and geographic boundaries, scope of prohibited activities the non-competition provision set forth in this Section 5.11 are reasonable. In the event that any court determines that the duration or geographic scope of the restrictions set forth in this Section 5.11, or both, is unreasonable and that such provision is to that extent unenforceable, the Parties agree that the provision shall remain in full force and effect for the greatest time duration period and in the greatest area that would not render it unenforceable. The Parties intend that this non-competition provision shall be deemed to be a series of separate covenants, one for each and every county of each and every state of the United States of America. Additionally, because of the difficulty of measuring economic losses to Acquirer as a result of a breach of this Section 5.11, and because of the immediate and irreparable damage that could be caused to Acquirer for which it may not have any other adequate remedy, the Contributor Parties agree that Acquirer may seek to enforce the provisions of this Section 9 are reasonable 5.11 by seeking to obtain injunctions, restraining orders and are no broader than are necessary other equitable actions pursuant to protect the legitimate business interests of the Company. This noncompetition provision can only be revoked or modified by a writing signed by both Executive and the Chief Executive Officer of the Company, as approved by the Board, which specifically states an intent to revoke or modify this provision. Executive acknowledges that the Company would not employ him or provide him with access to its Confidential Information but for his covenants or promises contained in this Section. The Company and Executive agree and stipulate that the agreements and covenants not to compete contained in this Section 9 hereof are fair and reasonable in light of all of the facts and circumstances of the relationship between Executive and the Company; provided however, Executive and the Company are aware that in certain circumstances courts have refused to enforce certain terms of agreements not to compete. Therefore, in furtherance of, and not in derogation of the provisions of this Section 9, the Company and Executive agree that in the event a court should decline to enforce any terms of any of the provisions of this Section 9, that this Section 9 shall be deemed to be modified or reformed to restrict Executive’s competition with the Company to the maximum extent, as to time, geography and business scope, which the court shall find enforceable; provided however, in no event shall the provisions of this Section 9 be deemed to be more restrictive to Executive than those contained herein. Executive agrees that during the Noncompetition Term, he shall immediately notify the Company in writing of any employment, work or business he undertakes with or on behalf of any person (including himself) or entity, whether or not for compensation9.4.

Non-Competition. During In consideration of the Employment Period and for an additional period of one (1) year following the termination of his employment payments to be received by the Employee hereunder, in recognition of the highly competitive nature of the industries in which the Company for Cause ( as described conducts its business and to further protect the goodwill of the Company and to promote and preserve its legitimate business interests, the Employee agrees that during the period commencing the date hereof and ending on the last day of the Protected Vesting Period, he will not: (a) Engage in Section 5a aboveany Business Activities (other than on behalf of the Company) or the voluntary termination of employment by the Executive (as described in Section 5c above) (the “Noncompetition Term”), Executive agrees not to, directly or indirectly, either through any form of ownership or whether such engagement is as an individualofficer, director, officer, principal, agentproprietor, employee, employerpartner, adviserinvestor (other than as a holder of less than 1% of the outstanding capital stock of a publicly traded corporation), consultant advisor, agent or otherwise, in any geographic area in which the products or services of the Company have been distributed or provided during the period commencing two years prior to the date hereof and ending on the Termination Date; (b) Other than on behalf of the Company supply products or provide services (but only to the extent such restricted activities constitute Business Activities) to any customer with whom the Company has done any business during the period commencing two years prior to the date hereof and ending on the Termination Date, whether as an officer, director, proprietor, employee, partner, investor (other than as a holder of less than 1% of the outstanding capital stock of a publicly traded corporation), consultant, shareholderadvisor, partner, member agent or otherwise; (c) Assist others in engaging in any other individual or representative capacity whatsoever, either for his own benefit or for the benefit of any person or entity, without the prior written consent of the Company Business Activities in the manner prohibited to the Employee; and (which consent may be withheld in d) Induce or attempt to induce employees of the Company, or its sole discretion), affiliates to engage in any manner activities hereby prohibited to the Employee or to terminate their employment. It is expressly understood and agreed that although the Employee and the Company consider the restrictions contained in each of clauses (a) through (d) above to be reasonable for the Business (as defined below) in purpose of preserving the metropolitan areas Company's goodwill, proprietary rights, trade secrets, valuable confidential business interests, relationships with specific prospective and existing customers and going concern value, and to protect the Company's business opportunities, markets and trade areas, if a final judicial determination is made by a court having jurisdiction that the time or territory or scope of Houston, A▇▇▇▇▇, ▇▇▇▇▇▇ or San Antonio, Texas restricted activities or any other metropolitan area restriction contained in this Agreement is an unenforceable restriction on the United States where the Company owns or leases more than $10 million in gross asset value of assets as activities of the date Employee, the provisions of this Agreement shall not be rendered void but shall be deemed amended to apply as to such maximum time, restricted activities and territory and to such other extent as such court may judicially determine or as of indicate to be reasonable. Alternatively, if the date of termination. For purposes of this Section 9, “Business” means the acquisition, development, management, ownership, leasing and/or disposition of retail shopping centers and/or court referred to above finds that any capital raising activities related thereto. Executive understands and agrees that his covenants restriction contained in this Section 9 are being given in consideration of the numerous mutual promises and agreements contained in this Agreement between the Company and Executive, including, without limitation, those involving, employment, compensation12 is unenforceable, and Confidential Informationsuch restriction cannot be amended so as to make it enforceable, and in order to protect the Company’s Confidential Information and other legitimate business interests and to reduce the likelihood of irreparable damage which would occur in the event such information is provided to or used by a competitor of the Company. Notwithstanding the foregoing, Executive finding shall not be deemed to have violated this Section 9 solely by reason of his passive ownership of 10% or less of affect the outstanding equity interests of any public entity. Executive hereby acknowledges that the geographic boundaries, scope of prohibited activities and the time duration of the provisions of this Section 9 are reasonable and are no broader than are necessary to protect the legitimate business interests of the Company. This noncompetition provision can only be revoked or modified by a writing signed by both Executive and the Chief Executive Officer of the Company, as approved by the Board, which specifically states an intent to revoke or modify this provision. Executive acknowledges that the Company would not employ him or provide him with access to its Confidential Information but for his covenants or promises contained in this Section. The Company and Executive agree and stipulate that the agreements and covenants not to compete contained in this Section 9 hereof are fair and reasonable in light of all of the facts and circumstances of the relationship between Executive and the Company; provided however, Executive and the Company are aware that in certain circumstances courts have refused to enforce certain terms of agreements not to compete. Therefore, in furtherance of, and not in derogation of the provisions of this Section 9, the Company and Executive agree that in the event a court should decline to enforce any terms enforceability of any of the provisions other restrictions contained therein. It is further expressly understood and agreed that the providing of Professional Services shall not be restricted under this Section 9, that this Section 9 shall be deemed to be modified or reformed to restrict Executive’s competition with the Company to the maximum extent, as to time, geography and business scope, which the court shall find enforceable; provided however, in no event shall the provisions of this Section 9 be deemed to be more restrictive to Executive than those contained herein. Executive agrees that during the Noncompetition Term, he shall immediately notify the Company in writing of any employment, work or business he undertakes with or on behalf of any person (including himself) or entity, whether or not for compensationAgreement.

Non-Competition. During the Employment Period and for an additional For a period of one (1) year following four years from and after the termination of his employment by the Company for Cause ( as described in Section 5a above) or the voluntary termination of employment by the Executive (as described in Section 5c above) (the “Noncompetition Term”)Closing, Executive agrees Seller Parent and Seller shall not, and shall cause their respective Subsidiaries not to, directly or indirectly, either through any form of ownership or as an individual, director, officer, principal, agent, employee, employer, adviser, consultant, shareholder, partner, member or in any other individual or representative capacity whatsoever, either for his own benefit or for the benefit of any person or entity, without the prior written consent of the Company (which consent may be withheld in its sole discretion)Purchaser, engage directly or indirectly, in any manner (whether on Seller Parent’s or Seller’s own account, as an owner, operator, manager, consultant, investor, agent or otherwise) engage directly or indirectly in the Business anywhere in the Applicable Area, or own any interest in, manage, control, provide financing to, participate in (whether as an owner, operator, manager, consultant, investor, agent, representative or otherwise), or provide consulting or other services (in each case with respect to the Business) to, any Person that is engaged in the Business anywhere in the Applicable Area; provided, however, that this Section 5.6 shall not prohibit: (a) ownership of less than 5% of the outstanding equity of any Entity; or (b) Seller Parent, Seller or any of their respective Subsidiaries from acquiring a business or Entity that is engaged in the Business (as defined belowthe “Acquired Entity”) in provided that: (i) the metropolitan areas Business conducted by the Acquired Entity does not represent more than 10% of Houstonthe Acquired Entity’s overall business and operations; or (ii) such Seller Parent, A▇▇▇▇▇Seller or Subsidiary causes the disposal of the Business of such Acquired Entity within six months from the closing of the acquisition of such Acquired Entity (it being understood that, ▇▇▇▇▇▇ for the avoidance of doubt but without limiting the obligations of Seller or San AntonioSeller Parent under this Section 5.6, Texas this Section 5.6 shall not apply to any Entity that acquires an interest in, including all of, Seller Parent, Seller or any other metropolitan area in the United States where the Company owns of their respective Subsidiaries, or leases more than $10 million in gross asset value any Affiliates of assets as of the date of this Agreement or as of the date of termination. For purposes of this Section 9, “Business” means the acquisition, development, management, ownership, leasing and/or disposition of retail shopping centers and/or any capital raising activities related thereto. Executive understands and agrees that his covenants contained in this Section 9 are being given in consideration of the numerous mutual promises and agreements contained in this Agreement between the Company and Executive, including, without limitation, those involving, employment, compensation, and Confidential Information, and in order to protect the Company’s Confidential Information and other legitimate business interests and to reduce the likelihood of irreparable damage which would occur in the event such information is provided to or used by a competitor of the Companyacquirer). Notwithstanding the foregoing, Executive Seller Parent, Seller and its Affiliates (other than the Acquired Companies) shall be entitled to continue to operate and otherwise be involved in the Business through StayFriends GmbH (and the other European Subsidiaries of Classmates International, Inc.) as long as such Business does not target the Applicable Area (or customers located in the Applicable Area) and such Business’ contact with the Applicable Area is merely an incident of the websites of such Business being accessible in the Applicable Area, and such activities shall not be deemed to have violated this Section 9 solely by reason of his passive ownership of 10% or less of the outstanding equity interests of any public entity. Executive hereby acknowledges that the geographic boundaries, scope of prohibited activities and the time duration of the provisions considered a violation of this Section 9 are reasonable and are no broader than are necessary to protect the legitimate business interests of the Company. This noncompetition provision can only be revoked or modified by a writing signed by both Executive and the Chief Executive Officer of the Company, as approved by the Board, which specifically states an intent to revoke or modify this provision. Executive acknowledges that the Company would not employ him or provide him with access to its Confidential Information but for his covenants or promises contained in this Section5.6. The Company and Executive agree and stipulate immediately preceding sentence shall apply to: (A) any entity that acquires StayFriends GmbH (and/or the agreements and covenants not to compete contained in this Section 9 hereof are fair and reasonable in light other European Subsidiaries of Classmates International, Inc.) or all or substantially all of the facts their assets; and circumstances of the relationship between Executive and the Company; provided however, Executive and the Company are aware that in certain circumstances courts have refused to enforce certain terms of agreements not to compete. Therefore, in furtherance of, and not in derogation of the provisions of this Section 9, the Company and Executive agree that in the event a court should decline to enforce any terms of (B) StayFriends GmbH and/or any of the provisions European Subsidiaries of this Section 9Classmates International, that this Section 9 shall be deemed to be modified or reformed to restrict Executive’s competition with Inc., after the Company to the maximum extent, as to time, geography and business scope, which the court shall find enforceable; provided however, in no event shall the provisions consummation of this Section 9 be deemed to be more restrictive to Executive than those contained herein. Executive agrees that during the Noncompetition Term, he shall immediately notify the Company in writing of any employment, work or business he undertakes with or on behalf of any person (including himself) or entity, whether or not for compensationsuch acquisition.

Non-Competition. During Executive hereby acknowledges and agrees that, during the Employment Period course of employment, Executive has become familiar with and involved in all aspects of the business and operations of the Bank. Executive hereby covenants and agrees that for an additional period of one four (14) year following years after the termination of his employment by the Company for Cause ( as described in Section 5a above) or the voluntary termination of employment by the Executive (as described in Section 5c above) Effective Time (the “Noncompetition TermRestricted Period”), Executive agrees shall not, without the prior approval of a majority of the Bank’s board of directors (Executive not toparticipating), directly or indirectly, either through in any form of ownership or capacity (whether as an individuala proprietor, owner, agent, officer, director, officershareholder, organizer, partner, principal, agentmanager, member, employee, employercontractor, adviserconsultant or otherwise) own, consultantmanage or control or participate in the ownership, shareholdermanagement or control, partneror perform services that are the same as or substantially to those services provided by Executive to the Bank Entities twelve (12) months prior to the cessation of Executive’s employment by the Bank Entities to, member any Competitive Business or to any Person that is attempting to form or acquire a Competitive Business if such Competitive Business operates, or is planning to operate, any office, branch or other facility (in any other individual case, a “Branch”) that is (or representative capacity whatsoever, either for his own benefit is proposed to be) located within a fifty (50) mile radius of the Bank Entities’ headquarters or for the benefit within a twenty-five (25) mile radius of any person or entity, without the prior written consent Branch office of the Company Bank Entities that is in existence immediately prior to the cessation of Executive’s employment by the Bank Entities. Notwithstanding any provision hereof to the contrary, this Section 7.1 does not restrict Executive’s right to (which consent may be withheld in its sole discretion), engage in a) own or acquire securities of any manner in entity that files periodic reports with the Business (as defined belowSecurities and Exchange Commission under Section 13 or 15(d) in the metropolitan areas of Houston, A▇▇▇▇▇, ▇▇▇▇▇▇ or San Antonio, Texas or any other metropolitan area in the United States where the Company owns or leases more than $10 million in gross asset value of assets as of the date Securities Exchange Act of this Agreement or 1934, as of amended (the date of termination. For purposes of this Section 9, “Business” means the acquisition, development, management, ownership, leasing and/or disposition of retail shopping centers and/or any capital raising activities related thereto. Executive understands and agrees Exchange Act”); provided that his covenants contained in this Section 9 are being given in consideration of the numerous mutual promises and agreements contained in this Agreement between the Company and Executive, including, without limitation, those involving, employment, compensation, and Confidential Information, and in order to protect the Company’s Confidential Information and other legitimate business interests and to reduce the likelihood of irreparable damage which would occur in the event such information is provided to or used by a competitor of the Company. Notwithstanding the foregoing, Executive shall not be deemed to have violated this Section 9 solely by reason of his passive total ownership of 10% or constitutes less than two percent (2%) of the outstanding equity interests securities of such entity; (b) to own, or during the Restricted Period to maintain ownership of (but not to acquire ownership of), passive investments in securities of any public entity. Executive hereby acknowledges entity that does not file periodic reports with the geographic boundaries, scope of prohibited activities Securities and the time duration Exchange Commission under Section 13 or 15(d) of the provisions of this Section 9 are reasonable and are no broader Exchange Act; provided that his total ownership constitutes less than are necessary to protect the legitimate business interests five percent (5%) of the outstanding securities of such company or (c) to serve as a director of Westminster American Insurance Company. This noncompetition provision can only be revoked or modified by a writing signed by both Executive and the Chief Executive Officer of the Company, as approved by the Board, which specifically states an intent to revoke or modify this provision. Executive acknowledges that the Company would not employ him or provide him with access to its Confidential Information but for his covenants or promises contained in this Section. The Company and Executive agree and stipulate that the agreements and covenants not to compete contained in this Section 9 hereof are fair and reasonable in light of all of the facts and circumstances of the relationship between Executive and the Company; provided however, Executive and the Company are aware that in certain circumstances courts have refused to enforce certain terms of agreements not to compete. Therefore, in furtherance of, and not in derogation of the provisions of this Section 9, the Company and Executive agree that in the event a court should decline to enforce any terms of any of the provisions of this Section 9, that this Section 9 shall be deemed to be modified or reformed to restrict Executive’s competition with the Company to the maximum extent, as to time, geography and business scope, which the court shall find enforceable; provided however, in no event shall the provisions of this Section 9 be deemed to be more restrictive to Executive than those contained herein. Executive agrees that during the Noncompetition Term, he shall immediately notify the Company in writing of any employment, work or business he undertakes with or on behalf of any person (including himself) or entity, whether or not for compensation.

Non-Competition. During The Practice hereby recognizes, acknowledges, and avers that Professional Business Manager will incur substantial costs in providing the Employment Period equipment, support services, personnel, management, administration, and other items and services that are the subject matter of this Professional Business Management Agreement and that in the process of providing services under this Professional Business Management Agreement, the Practice will be privy to financial and Confidential Information, to which the Practice would not otherwise be exposed. The Parties also recognize that the services to be provided by Professional Business Manager will be feasible only if the Practice operates an active practice to which the Professionals associated with the Practice devote their full time and attention. The Practice agrees, acknowledges, and avers that the non-competition covenants described hereunder are necessary for the protection of Professional Business Manager, and that Professional Business Manager would not have entered into this Professional Business Management Agreement without the following covenants. (a) Except as specifically agreed to by Professional Business Manager in writing, the Practice covenants and agrees that during the Term of this Professional Business Management Agreement and for an additional a period of one (1) year following from the date this Professional Business Management Agreement is terminated other than if terminated by the Practice for cause, or expires, the Practice shall not directly or indirectly own (excluding ownership of less than one percent (1%) of the equity of any publicly traded entity and excluding ownership of the common stock of Professional Business Manager), manage, operate, control, contract with, lend funds to, lend its name to, maintain any interest whatsoever in, or be employed by, any enterprise (i) having to do with the provision, distribution, promotion, or advertising of any type of management or administrative services or products to third parties in competition with Professional Business Manager, within a 10 mile radius of any Office; and/or (ii) offering any type of service(s) or product(s) to third parties substantially similar to those offered by Professional Business Manager to the Practice in Competition with Professional Business Manager within a 10 mile radius of any Office. Notwithstanding the above restriction, nothing herein shall prohibit (i) the Practice or any of its Shareholders from providing management and administrative services to this or their own optometry practice after the termination of his employment by this Professional Business Management Agreement; (ii) the Company Practice or its Shareholders from contracting with a third-party manager to provide administrative or management services for Cause ( as described in Section 5a above) its or the voluntary their professional eye care practices after termination of employment by the Executive this Professional Business Management Agreement; (as described in Section 5c aboveiii) (the “Noncompetition Term”), Executive agrees not to, directly or indirectly, either through any form of ownership or as an individual, director, officer, principal, agent, employee, employer, adviser, consultant, shareholder, partner, member or in any other individual or representative capacity whatsoever, either for his own benefit or for the benefit of any person or entity, without the prior written consent of the Company (which consent may be withheld in its sole discretion), engage in any manner in the Business (as defined below) in the metropolitan areas of Houston, A▇▇▇▇▇, ▇▇▇▇▇▇ or San Antonio, Texas or any other metropolitan area in the United States where the Company owns or leases more than $10 million in gross asset value of assets as of the date of this Agreement or as of the date of termination. For purposes of this Section 9, “Business” means the acquisition, development, management, ownership, leasing and/or disposition of retail shopping centers and/or any capital raising activities related thereto. Executive understands and agrees that his covenants contained in this Section 9 are being given in consideration of the numerous mutual promises and agreements contained in this Agreement between the Company and Executive, including, without limitation, those involving, employment, compensation, and Confidential Information, and in order to protect the Company’s Confidential Information and other legitimate business interests and to reduce the likelihood of irreparable damage which would occur in the event such information is provided to or used by a competitor of the Company. Notwithstanding the foregoing, Executive shall not be deemed to have violated this Section 9 solely by reason of his passive ownership of 10% or less of the outstanding equity interests of any public entity. Executive hereby acknowledges that the geographic boundaries, scope of prohibited activities and the time duration of the provisions of this Section 9 are reasonable and are no broader than are necessary to protect the legitimate business interests of the Company. This noncompetition provision can only be revoked or modified by a writing signed by both Executive and the Chief Executive Officer of the Company, as approved by the Board, which specifically states an intent to revoke or modify this provision. Executive acknowledges that the Company would not employ him or provide him with access to its Confidential Information but for his covenants or promises contained in this Section. The Company and Executive agree and stipulate that the agreements and covenants not to compete contained in this Section 9 hereof are fair and reasonable in light of all of the facts and circumstances of the relationship between Executive and the Company; provided however, Executive and the Company are aware that in certain circumstances courts have refused to enforce certain terms of agreements not to compete. Therefore, in furtherance of, and not in derogation of the provisions of this Section 9, the Company and Executive agree that in the event a court should decline to enforce any terms of any of the provisions Practice’s Shareholders from providing management and administrative services to their own optometry practices after the termination of this Section 9, that this Section 9 shall be deemed to be modified or reformed to restrict Executive’s competition their employment relationship with the Company Practice, and (iv) such Shareholders from contracting with a third-party manager to provide administrative or management services for their professional eye care practices after the maximum extent, as to time, geography and business scope, which termination of their employment relationship with the court shall find enforceable; provided however, in no event shall the provisions of this Section 9 be deemed to be more restrictive to Executive than those contained herein. Executive agrees that during the Noncompetition Term, he shall immediately notify the Company in writing of any employment, work or business he undertakes with or on behalf of any person (including himself) or entity, whether or not for compensationPractice.

Non-Competition. During The Executive acknowledges that in the Employment Period course of his or her employment with Employer, Employer will give the Executive access to the Confidential Information and the Executive's knowledge of the Confidential Information will enable the Executive to put the Employer at a significant competitive disadvantage if the Executive is employed or engaged by or becomes involved in a Competitive Business. Accordingly, during the term of this Agreement and for an additional a period of one twelve (112) year months immediately following the termination of his the Executive's employment (unless for a shorter period of time as determined by the Company for Cause ( Employer as described in Section 5a above) below), for whatever reason, whether voluntary or the voluntary termination of employment by involuntary (with or without Cause), the Executive (as described in Section 5c above) (will not, without the “Noncompetition Term”), Executive agrees not towritten consent of Employer, directly or indirectly, either through any form of ownership or as an individual, director, officer, principal, agent, employee, employer, adviser, consultant, shareholder, partner, member individually or in partnership or in conjunction with any other individual person carry on, be engaged in, directly or representative capacity whatsoeverindirectly, either for his own benefit or for the benefit of any person or entity, without the prior written consent of the Company (which consent may be withheld in its sole discretion), engage in any manner in the Business (as defined below) in the metropolitan areas of Houston, A▇▇▇▇▇, ▇▇▇▇▇▇ or San Antonio, Texas or any other metropolitan area in the United States where the Company owns or leases more than $10 million in gross asset value of assets as of the date of this Agreement or as of the date of termination. For purposes of this Section 9, “Business” means the acquisition, development, management, ownership, leasing and/or disposition of retail shopping centers and/or any capital raising activities related thereto. Executive understands and agrees that his covenants contained in this Section 9 are being given in consideration of the numerous mutual promises and agreements contained in this Agreement between the Company and Executivewhatsoever, including, without limitation, those involvingas an employee, employmentconsultant, compensationor advisor in any Competitive Business within North America, and Confidential Information, and in order to protect the Company’s Confidential Information and other legitimate business interests and to reduce the likelihood of irreparable damage which would occur in the event such information is provided to or used by a competitor of the Company. Notwithstanding the foregoing, Executive shall not be deemed to have violated this Section 9 solely by reason of his passive ownership of 10% or less of the outstanding equity interests of any public entity. Executive hereby acknowledges that the geographic boundaries, scope of prohibited activities and the time duration of the provisions of this Section 9 are reasonable and are no broader than are necessary to protect the legitimate business interests of the Company. This noncompetition provision can only be revoked or modified by a writing signed by both Executive and the Chief Executive Officer of the Company, as approved by the Board, which specifically states an intent to revoke or modify this provision. Executive acknowledges that the Company would not employ him or provide him with access to its Confidential Information but for his covenants or promises contained in this Section. The Company and Executive agree and stipulate that the agreements and covenants not to compete contained in this Section 9 hereof are fair and reasonable in light of all of the facts and circumstances of the relationship between Executive and the Company; provided however, an exceptions will be made following termination in the case of (a) another business wherein the Executive is not working in a competitive capacity and the Company competitive products and services that constitute a Competitive Business are aware that in certain circumstances courts have refused to enforce certain terms less than ten percent of agreements not to compete. Thereforesuch business' total revenue, or (b) Executive's ownership of the shares of a publicly-traded company where such ownership is less than 5% of the shares outstanding and Executive otherwise has no involvement, directly or indirectly, in furtherance ofthe operation, and not in derogation management or support of the provisions of this Section 9, the Company said company. The Employer and Executive agree that in the event case of a court should decline to enforce any terms of any termination of the provisions Executive's employment without Cause as described in Section 13(e), the length of the non-competition period in this Section 910 and the length of the non-solicitation period in Section 11 may be shortened by the Employer in its sole discretion, by the Employer providing the Executive with written notice thereof within ten (10) business days of the effective date of termination. In no event may the Employer reduce the non-competition and the non-solicitation provision to less than three (3) months. Executive will be entitled to severance pay from Employer during the duration of the non-competition period and the non-solicitation period, as such duration may be adjusted hereunder, all in accordance with Section 13(e). The Executive and Employer further agree that this Section 9 the duration of the non-competition and the duration of the non-solicitation period shall be deemed equal and they shall run simultaneous with one another, so that by way of example, if the Employer were to be modified or reformed shorten the non-competition period to restrict Executive’s competition with six months following termination, then the Company non-solicitation period shall automatically shorten to the maximum extent, as to time, geography and business scope, which the court shall find enforceable; provided however, in no event shall the provisions of this Section 9 be deemed to be more restrictive to Executive than those contained herein. Executive agrees that during the Noncompetition Term, he shall immediately notify the Company in writing of any employment, work or business he undertakes with or on behalf of any person (including himself) or entity, whether or not for compensationsame six months.

Non-Competition. During (a) Upon any termination of Executive’s employment hereunder, other than a termination, (whether voluntary or involuntary) in connection with a Change in Control, as a result of which the Employment Period and Bank is paying Executive benefits under Section 6 of this Agreement, Executive agrees not to compete with the Bank and/or the Company for an additional a period of one (1) year following such termination within twenty-five (25) miles of any existing branch of the termination Bank or any subsidiary of his employment the Company or within twenty-five (25) miles of any office for which the Bank, the Company or a Bank subsidiary of the Company has filed an application for regulatory approval to establish an office, determined as of the effective date of such termination, except as agreed to pursuant to a resolution duly adopted by the Company for Cause ( as described in Section 5a above) or the voluntary termination of employment by the Board. Executive (as described in Section 5c above) (the “Noncompetition Term”)agrees that during such period and within said area, cities, towns and counties, Executive agrees shall not towork for or advise, consult or otherwise serve with, directly or indirectly, either through any form of ownership entity whose business materially competes with the depository, lending or as an individual, director, officer, principal, agent, employee, employer, adviser, consultant, shareholder, partner, member or in any other individual or representative capacity whatsoever, either for his own benefit or for the benefit of any person or entity, without the prior written consent business activities of the Company (which consent may be withheld in its sole discretion), engage in any manner in the Business (as defined below) in the metropolitan areas of Houston, A▇▇▇▇▇, ▇▇▇▇▇▇ or San Antonio, Texas or any other metropolitan area in the United States where the Company owns or leases more than $10 million in gross asset value of assets as of the date of this Agreement or as of the date of termination. For purposes of this Section 9, “Business” means the acquisition, development, management, ownership, leasing Bank and/or disposition of retail shopping centers and/or any capital raising activities related thereto. Executive understands and agrees that his covenants contained in this Section 9 are being given in consideration of the numerous mutual promises and agreements contained in this Agreement between the Company and Executive, including, without limitation, those involving, employment, compensation, and Confidential Information, and in order to protect the Company’s Confidential Information . The parties hereto, recognizing that irreparable injury will result to the Bank and/or the Company, its business and other legitimate business interests and to reduce the likelihood of irreparable damage which would occur property in the event of Executive’s breach of this Subsection 11(a) agree that in the event of any such information breach by Executive, the Bank and/or the Company will be entitled, in addition to any other remedies and damages available, to an injunction to restrain the violation hereof by Executive, Executive’s partners, agents, servants, employers, employees and all persons acting for or with Executive. Executive represents and admits that Executive’s experience and capabilities are such that Executive can obtain employment in a business engaged in other lines and/or of a different nature than the Bank and/or the Company, and that the enforcement of a remedy by way of injunction will not prevent Executive from earning a livelihood. Nothing herein will be construed as prohibiting the Bank and/or the Company from pursuing any other remedies available to the Bank and/or the Company for such breach or threatened breach, including the recovery of damages from Executive. (b) Executive recognizes and acknowledges that the knowledge of the business activities and plans for business activities of the Bank and affiliates thereof, as it may exist from time to time, is a valuable, special and unique asset of the business of the Bank. Executive will not, during or after the term of her employment, disclose any knowledge of the past, present, planned or considered business activities of the Bank or affiliates thereof to any person, firm, corporation, or other entity for any reason or purpose whatsoever (except for such disclosure as may be required to be provided to any federal banking agency with jurisdiction over the Bank or used by a competitor of the CompanyExecutive). Notwithstanding the foregoing, Executive shall may disclose any knowledge of banking, financial and/or economic principles, concepts or ideas which are not be deemed to have violated this Section 9 solely by reason of his passive ownership of 10% or less and exclusively derived from the business plans and activities of the outstanding equity interests Bank, and Executive may disclose any information regarding the Bank or the Company which is otherwise publicly available. In the event of any public entity. a breach or threatened breach by Executive hereby acknowledges that the geographic boundaries, scope of prohibited activities and the time duration of the provisions of this Section 9 are reasonable and are no broader than are necessary Section, the Bank will be entitled to protect an injunction restraining Executive from disclosing, in whole or in part, the legitimate business interests knowledge of the Company. This noncompetition provision can only be revoked past, present, planned or modified by a writing signed by both Executive and the Chief Executive Officer considered business activities of the CompanyBank or affiliates thereof, as approved by the Boardor from rendering any services to any person, which specifically states an intent firm, corporation, other entity to revoke or modify this provision. Executive acknowledges that the Company would not employ him or provide him with access to its Confidential Information but for his covenants or promises contained in this Section. The Company and Executive agree and stipulate that the agreements and covenants not to compete contained in this Section 9 hereof are fair and reasonable in light of all of the facts and circumstances of the relationship between Executive and the Company; provided however, Executive and the Company are aware that in certain circumstances courts have refused to enforce certain terms of agreements not to compete. Thereforewhom such knowledge, in furtherance ofwhole or in part, and not in derogation of the provisions of this Section 9, the Company and Executive agree that in the event a court should decline to enforce any terms of any of the provisions of this Section 9, that this Section 9 shall be deemed has been disclosed or is threatened to be modified or reformed to restrict Executive’s competition with disclosed. Nothing herein will be construed as prohibiting the Company Bank from pursuing any other remedies available to the maximum extentBank for such breach or threatened breach, as to time, geography and business scope, which including the court shall find enforceable; provided however, in no event shall the provisions recovery of this Section 9 be deemed to be more restrictive to Executive than those contained herein. Executive agrees that during the Noncompetition Term, he shall immediately notify the Company in writing of any employment, work or business he undertakes with or on behalf of any person (including himself) or entity, whether or not for compensationdamages from Executive.

Non-Competition. During At all times while the Employment Period and for an additional period of one (1) year following the termination of his employment Executive is employed by the Company and for Cause ( as described in Section 5a aboveany Post- Employment Non-Compete Period (defined below) or the voluntary termination of employment elected by the Company, the Executive (as described in Section 5c above) (the “Noncompetition Term”), Executive agrees not toshall not, directly or indirectly, either through engage in or have any form of ownership interest in any sole proprietorship, partnership, corporation or business or any other person or entity (whether as an individualemployee, officer, director, officer, principalpartner, agent, employeesecurity holder, employercreditor, adviser, consultant, shareholder, partner, member consultant or otherwise) that directly or indirectly (or through any affiliated entity) engages in any other individual or representative capacity whatsoever, either for his own benefit or for the benefit of any person or entity, without the prior written consent of competition with the Company (based on the business in which consent may be withheld in its sole discretion), engage in any manner in the Business (as defined below) in the metropolitan areas of Houston, A▇▇▇▇▇, ▇▇▇▇▇▇ or San Antonio, Texas or any other metropolitan area in the United States where the Company owns was engaged or leases more than $10 million in gross asset value of assets was actively planning on being engaged as of the date of this Agreement termination of the Employee’s employment and in the geographic areas in which the Company operated or was actively planning on operating as of the date of terminationtermination of the Employee’s employment); provided that such provision shall not apply to the Executive’s ownership of Common Stock of the Company or the acquisition by the Executive, solely as an investment, of securities of any issuer that is registered under Section 12(b) or 12(g) of the Securities Exchange Act of 1934, as amended, and that are listed or admitted for trading on any United States national securities exchange or that are quoted on the National Association of Securities Dealers Automated Quotations System, or any similar system or automated dissemination of quotations of securities prices in common use, so long as the Executive does not control, acquire a controlling interest in or become a member of a group which exercises direct or indirect control or, more than five percent of any class of capital stock of such corporation. For purposes of this Section 9As used herein, the “BusinessPost Employment Non- Compete Period” means shall be any period up to one year immediately following the acquisitionTermination Date that the Company may elect, developmentin its complete discretion, management, ownership, leasing and/or disposition of retail shopping centers and/or any capital raising activities related thereto. Executive understands and agrees that his covenants contained to be subject to the restrictive covenant set forth in this Section 9 are being given in consideration 6.1. For the avoidance of the numerous mutual promises and agreements contained in this Agreement between doubt, the Company and Executive, including, without limitation, those involving, employment, compensation, and Confidential Information, and in order to protect the Company’s Confidential Information and other legitimate business interests and to reduce the likelihood of irreparable damage which would occur in the event such information is provided to or used by a competitor of the Company. Notwithstanding the foregoing, Executive shall may elect not be deemed to have violated this Section 9 solely by reason of his passive ownership of 10% any Post Employment Non-Compete Period apply. Within 10 days after the Termination Date, the Company shall notify Executive in writing whether or less of not it is electing to impose a Post Employment Non-Compete Period and, if applicable, the outstanding equity interests duration of any public entitysuch period. Executive hereby acknowledges that the geographic boundaries, scope of prohibited activities and the time duration of the provisions of this Section 9 are reasonable and are no broader than are necessary to protect the legitimate business interests of the Company. This noncompetition provision can only be revoked or modified During any Post Employment Non-Compete Period elected by a writing signed by both Executive and the Chief Executive Officer of the Company, the Company shall continue to pay Executive his Base Salary hereunder, in the same amount and manner as approved if Executive was still employed by the Board, which specifically states an intent to revoke or modify this provision. Executive acknowledges that the Company would not employ him or provide him with access to its Confidential Information but for his covenants or promises contained in this Section. The Company and Executive agree and stipulate that the agreements and covenants not to compete contained in this Section 9 hereof are fair and reasonable in light of all of the facts and circumstances of the relationship between Executive and the Company; provided however, Executive and the Company are aware that in certain circumstances courts have refused to enforce certain terms of agreements not to compete. Therefore, in furtherance of, and not in derogation of the provisions of this Section 9, the Company and Executive agree that in the event a court should decline to enforce any terms of any of the provisions of this Section 9, that this Section 9 shall be deemed to be modified or reformed to restrict Executive’s competition with the Company to the maximum extent, as to time, geography and business scope, which the court shall find enforceable; provided however, in no event shall the provisions of this Section 9 be deemed to be more restrictive to Executive than those contained herein. Executive agrees that during the Noncompetition Term, he shall immediately notify the Company in writing of any employment, work or business he undertakes with or on behalf of any person (including himself) or entity, whether or not for compensation.

Non-Competition. During the Employment Period and for an additional period of one (1) year following the termination of his employment by the Company for Cause ( as described in Section 5a above) or the voluntary termination of employment by the Executive (as described in Section 5c above) (the “Noncompetition Term”), Executive agrees not to, directly or indirectly, either through any form of ownership or as an individual, director, officer, principal, agent, employee, employer, adviser, consultant, shareholder, partner, member or in any other individual or representative capacity whatsoever, either for his own benefit or for the benefit of any person or entity, without the prior written consent of the Company (which consent may be withheld in its sole discretion), engage in any manner in the Business (as defined below) in the metropolitan areas of Houston, A▇▇▇▇▇, ▇▇▇▇▇▇ or San Antonio, Texas or any other metropolitan area in the United States where the Company owns or leases more than $10 million in gross asset value of assets as of the date of this Agreement or as of the date of termination. For purposes of this Section 9, “Business” means the acquisition, development, management, ownership, leasing and/or disposition of retail shopping centers and/or any capital raising activities related thereto. Executive understands and agrees that his covenants contained in this Section 9 are being given in consideration of the numerous mutual promises and agreements contained in this Agreement between the Company and Executive, including, without limitation, those involving, employment, compensation, and Confidential Information, and in order to protect the Company’s Confidential Information and other legitimate business interests and to reduce the likelihood of irreparable damage which would occur in the event such information is provided to or used by a competitor of the Company. Notwithstanding the foregoing, Executive shall not be deemed to have violated this Section 9 solely by reason of his passive ownership of 10% or less of the outstanding equity interests of any public entity. Executive hereby Shareholder acknowledges that the geographic boundariesConfidential Information in the possession of any Shareholder Party would enable such Shareholder Party to establish goodwill with the patients, scope customers and potential customers, suppliers, and sources or potential sources of prohibited activities referrals who provide products and services on behalf of the Companies and each of the Companies’ Subsidiaries or who receive services from the Companies or the Companies’ Subsidiaries and that the Confidential Information constitutes a valuable asset of the Companies and the time duration Companies’ Subsidiaries. Shareholder further acknowledges that it has developed relationships with certain of the Companies’ and the Companies’ Subsidiaries’ patients and potential patients, suppliers, contractors or potential contractors, consultants or potential consultants, and sources or potential sources of referrals. Accordingly, BioScrip and Shareholder will (and shall cause each Shareholder Party to) comply with the provisions of this Section 9 are reasonable 12.4.2 for the period beginning on the Effective Date and are ending on the third (3rd) anniversary thereof. During such three-year period, BioScrip and Shareholder agree that no broader Shareholder Party shall directly or indirectly engage in, render services to or become interested in any manner, as manager, employee, officer, consultant, or partner, or through ownership (other than are necessary to protect the legitimate business interests holding less than two percent (2%) of the Companyoutstanding equity securities of a Person having securities that are listed for trading on a national securities exchange), or otherwise, either alone or in association with others, in any Person that solely provides services that are similar to or competitive with the services provided by the Companies or the Companies’ Subsidiaries, which restrictions shall be applicable within: (i) the Mississippi counties set forth on Exhibit 12.4.2; (ii) the Tennessee counties set forth on Exhibit 12.4.2; (iii) the Kentucky counties set forth on Exhibit 12.4.2; (iv) the Nebraska counties set forth on Exhibit 12.4.2; and (v) the Illinois counties set forth on Exhibit 12.4.2 (collectively, the “Restricted Territory”). This noncompetition provision can only be revoked or modified by For the avoidance of doubt and notwithstanding anything herein to the contrary, nothing herein shall prohibit a writing signed by both Executive Shareholder Party from (i) acquiring and thereafter operating a business (including, but not limited to, a predominantly home infusion business) which includes as a component a home health, hospice, and/or private duty business which operates within the Chief Executive Officer Restricted Territory, provided that such home health, hospice, and/or private duty business either (a) accounts for less than 10% of the Company, as approved by the Board, which specifically states an intent to revoke or modify this provision. Executive acknowledges that the Company would not employ him or provide him with access to its Confidential Information but for his covenants or promises contained in this Section. The Company and Executive agree and stipulate that the agreements and covenants not to compete contained in this Section 9 hereof are fair and reasonable in light of all revenue of the facts and circumstances of the relationship between Executive and the Company; provided howeveracquired business, Executive and the Company are aware that in certain circumstances courts have refused to enforce certain terms of agreements not to compete. Thereforeor (b) is divested as soon as commercially practicable, in furtherance of, and not in derogation of the provisions of this Section 9, the Company and Executive agree that in the event a court should decline to enforce any terms of any of the provisions of this Section 9, that this Section 9 shall be deemed to be modified or reformed to restrict Executive’s competition with the Company to the maximum extent, as to time, geography and business scope, which the court shall find enforceable; provided however, but in no event shall later than twelve (12) months following the provisions of acquisition; (ii) providing non-Medicare certified nursing services within the Restricted Territory in connection with the Shareholder Parties’ businesses that are not being sold under this Section 9 be deemed to be more restrictive to Executive than those contained herein. Executive agrees Agreement (including, but not limited to, the Shareholder Parties’ home infusion, medical supplies, and transitional care businesses), or (iii) jointly marketing the Shareholder Parties’ businesses that are not being sold under this Agreement (including, but not limited to, the Shareholder Parties’ home infusion, medical supplies, and transitional care businesses) or otherwise collaborating or joint venturing with an unrelated provider or supplier that operates, or has an Affiliate which operates, a home health, hospice, and/or private duty business (including, but not limited to, health systems); provided that in conjunction with any such collaboration or joint venture the Shareholder Parties’ may not provide home health, hospice, and/or private duty services within the Restricted Territory during the Noncompetition TermRestricted Period, he shall immediately notify but the Company in writing of any employment, work collaboration or business he undertakes with or on behalf of any person (including himself) or entity, whether or not for compensationjoint venture may provide such services.

Non-Competition. During Executive hereby acknowledges and agrees that, during the Employment Period course of employment, in addition to Executive’s access to Confidential Information, Executive has become, and for an additional period will become, familiar with and involved in all aspects of the business and operations of the Bank Entities. Executive hereby covenants and agrees that during the Term until one (1) year following after the termination of his employment by the Company for Cause ( as described in Section 5a above) or the voluntary termination of employment by the Executive (as described in Section 5c above) Termination Date (the “Noncompetition TermRestricted Period”), Executive agrees will not toat any time (except for the Bank Entities), directly or indirectly, either through in any form of ownership or capacity (whether as an individuala proprietor, owner, agent, officer, director, officershareholder, organizer, partner, principal, agentmanager, member, employee, employercontractor, adviserconsultant or otherwise): (a) provide any advice, consultantassistance or services of the kind or nature which he or she provided to any of the Bank Entities or relating to business activities of the type engaged in by any of the Bank Entities within the preceding two years, shareholderto any Person who owns or operates a Competitive Business or to any Person that is attempting to initiate or acquire a Competitive Business (in either case, partnera “Competitor”) if (i) such Competitor operates, member or is planning to operate, any office, branch or other facility (in any other individual case, a “Branch”) that is (or representative capacity whatsoeveris proposed to be) located within a fifty (50) mile radius of the Bank’s headquarters or any Branch of the Bank Entities and (ii) such Branch competes or will compete with the products or services offered or planned to be offered by the Bank Entities during the Restricted Period; or (b) sell or solicit sales of Competitive Products or Services to Persons within such 50 mile radius, either for his or assist any Competitor in such sales activities. Notwithstanding any provision hereof to the contrary, this Section 8.4 does not restrict Executive’s right to (i) own benefit or for the benefit securities of any person Entity that files periodic reports with the Securities and Exchange Commission under Section 13 or entity, without the prior written consent 15(d) of the Company Securities Exchange Act of 1934, as amended; provided that Executive’s total ownership constitutes less than two percent (which consent may be withheld in its sole discretion), engage in any manner in 2%) of the Business outstanding securities of such company and that such ownership does not does not violate: (as defined belowA) in the metropolitan areas Code of Houston, A▇▇▇▇▇, ▇▇▇▇▇▇ or San Antonio, Texas Conduct or any other metropolitan area in policy of the United States where Bank, including any policy related to inside information; (B) any applicable securities law; or (C) any applicable standstill or other similar contractual obligation of the Company owns or leases more than $10 million in gross asset value of assets Bank. The parties acknowledge that they have also entered into that certain Non-Compete Agreement as of the date of this Agreement or as of the date of termination. For purposes of this Section 9August 1, “Business” means the acquisition, development, management, ownership, leasing and/or disposition of retail shopping centers and/or any capital raising activities related thereto. Executive understands and agrees that his covenants contained in this Section 9 are being given in consideration of the numerous mutual promises and agreements contained in this Agreement between the Company and Executive, including, without limitation, those involving, employment, compensation, and Confidential Information, and in order to protect the Company’s Confidential Information and other legitimate business interests and to reduce the likelihood of irreparable damage which would occur in the event such information is provided to or used by a competitor of the Company. Notwithstanding the foregoing, Executive shall not be deemed to have violated this Section 9 solely by reason of his passive ownership of 10% or less of the outstanding equity interests of any public entity. Executive hereby acknowledges that the geographic boundaries, scope of prohibited activities and the time duration of the provisions of this Section 9 are reasonable and are no broader than are necessary to protect the legitimate business interests of the Company. This noncompetition provision can only be revoked or modified by a writing signed by both Executive and the Chief Executive Officer of the Company2014, as approved by the Boardmay be amended from time to time, which specifically states an intent is in addition to revoke or modify this provision. Executive acknowledges that the Company would not employ him or provide him with access to its Confidential Information but for his covenants or promises contained in this Section. The Company and Executive agree and stipulate that the agreements and covenants not to compete contained in this Section 9 hereof are fair and reasonable in light of all of the facts and circumstances of the relationship between Executive and the Company; provided however, Executive and the Company are aware that in certain circumstances courts have refused to enforce certain terms of agreements not to compete. Therefore, in furtherance of, and not in derogation of the provisions of this Section 9, the Company and Executive agree that in the event a court should decline to enforce any terms lieu of any of the provisions of this Section 9, that this Section 9 shall be deemed to be modified or reformed to restrict Executive’s competition with restrictions hereunder (the Company to the maximum extent, as to time, geography and business scope, which the court shall find enforceable; provided however, in no event shall the provisions of this Section 9 be deemed to be more restrictive to Executive than those contained herein. Executive agrees that during the Noncompetition Term, he shall immediately notify the Company in writing of any employment, work or business he undertakes with or on behalf of any person (including himself) or entity, whether or not for compensation“Non-Compete Agreement”).

Non-Competition. During (a) From the Employment Period and for an additional period Closing Date until the fourth anniversary of one (1) year following the termination of his employment by the Company for Cause ( as described in Section 5a above) or the voluntary termination of employment by the Executive (as described in Section 5c above) Closing Date (the “Noncompetition TermRestricted Period”), Executive agrees without Buyer’s consent, Parent shall not, and shall cause each of its Affiliates (Parent and its Affiliates, the “Restricted Party”) not to, directly or indirectlyindirectly (including by means of management, advisory, operating, or similar agreements or arrangements or by any record or beneficial equity interest, either through any form of ownership or as an individual, director, officer, a principal, agenttrustee, employee, employer, adviser, consultant, shareholderstockholder, partner, member joint venture or otherwise, in any Person), engage in a business that competes with the Business, for their own account or for any other Person, in any country or other geographic location in which any Rodeo Entity operates the Business or otherwise had sales immediately prior to the Closing or any other country or geographic location in which any Rodeo Entity planned to operate the Business as of the Closing Date (the “Restricted Business”); provided, however, that nothing in this Agreement or in the definition of Restricted Business shall prohibit or in any other individual way restrict the Restricted Party’s ability to: (i) engage in the Restricted Business to the extent necessary to perform its duties under this Agreement and the Ancillary Agreements; (ii) make or representative capacity whatsoever, either maintain passive investments of less than five percent of the outstanding equity securities in any entity engaged in the Restricted Businesses listed for his trading on any recognized securities exchange or in the over-the-counter markets; (iii) own benefit or for the benefit an equity interest of any other Person engaged in the Restricted Business acquired as a creditor in bankruptcy other than by a voluntary investment decision; or (iv) acquire the assets or capital stock or other equity interests of any other Person engaged in the Restricted Business, provided, however, that the net sales attributable to the Restricted Business conducted by such person accounts for less than 25% of the net sales of such person for its most recently completed fiscal year. (b) The Parties agree that this covenant is personal to Buyer and Buyer may not assign or entityotherwise transfer this covenant, in whole or in part, to any Person other than to other Affiliates of Buyer. During the Restricted Period, Parent shall not, and shall cause each of its Subsidiaries not to, without the prior written consent of the Company (which consent may be withheld in its sole discretion)Buyer, engage directly or indirectly, induce or attempt to induce any customer, reseller, retailer, distributor, supplier, licensee or other Person to cease doing business with Buyer or any Rodeo Entity or in any manner way interfere with the relationship between any such customer, reseller, retailer, distributor, supplier, licensee or other Person and Buyer, Rodeo or such Rodeo Entity. (c) Parent agrees that any remedy at law for any breach by it or its Affiliates of Section 9.6(a) or (b) would be inadequate, and Buyer shall be entitled to injunctive or other equitable relief in the Business (as defined below) such case in the metropolitan areas of Houston, A▇▇▇▇▇, ▇▇▇▇▇▇ or San Antonio, Texas or addition to any other metropolitan area right Buyer may have, whether at law or in the United States where the Company owns or leases more than $10 million in gross asset value of assets as of the date of this Agreement or as of the date of terminationequity. For purposes of this Section 9, “Business” means the acquisition, development, management, ownership, leasing and/or disposition of retail shopping centers and/or any capital raising activities related thereto. Executive understands and agrees Each party intends that his covenants contained in this Section 9 are being given in consideration of the numerous mutual promises and agreements contained in this Agreement between the Company and Executive, including, without limitation, those involving, employment, compensation, and Confidential Information, and in order to protect the Company’s Confidential Information and other legitimate business interests and to reduce the likelihood of irreparable damage which would occur in the event such information is provided to or used by a competitor of the Company. Notwithstanding the foregoing, Executive shall not be deemed to have violated this Section 9 solely by reason of his passive ownership of 10% or less of the outstanding equity interests of any public entity. Executive hereby acknowledges that the geographic boundaries, scope of prohibited activities and the time duration of the provisions of this Section 9 are reasonable and are no broader than are necessary to protect 9.6 be enforced under the legitimate business interests laws applied in each jurisdiction in which enforcement is sought. If any provision of the Company. This noncompetition provision can only this Section 9.6 shall be revoked or modified held by a writing signed by both Executive and the Chief Executive Officer court of the Companycompetent jurisdiction to be invalid or unenforceable, as approved by the Board, which specifically states an intent to revoke or modify this provision. Executive acknowledges that the Company would not employ him or provide him with access to its Confidential Information but for his covenants or promises contained in this Section. The Company and Executive agree and stipulate that the agreements and covenants not to compete contained in this Section 9 hereof are fair and reasonable in light 9.6 shall be amended to revise the scope of all of the facts and circumstances of the relationship between Executive and the Company; provided howeversuch provision to make it enforceable, Executive and the Company are aware that in certain circumstances courts have refused if possible, or, if not possible, to enforce certain terms of agreements not to compete. Thereforedelete such provision, in furtherance ofeither case, and not in derogation of without affecting the other or remaining provisions of this Section 9, the Company and Executive agree that in the event a court should decline to enforce any terms 9.6 or this Agreement. Any invalidity or unenforceability of any of the provisions provision of this Section 9, 9.6 in a jurisdiction will not affect the validity or enforceability of that this Section 9 shall be deemed to be modified or reformed to restrict Executive’s competition with the Company to the maximum extent, as to time, geography and business scope, which the court shall find enforceable; provided however, provision in no event shall the provisions of this Section 9 be deemed to be more restrictive to Executive than those contained herein. Executive agrees that during the Noncompetition Term, he shall immediately notify the Company in writing of any employment, work or business he undertakes with or on behalf of any person (including himself) or entity, whether or not for compensationother jurisdiction.

Non-Competition. During Employee acknowledges that he has and, while employed, will acquire unique and valuable experience with respect to the Employment Period businesses, operations, plans and strategies of the Company and its subsidiaries. Employee hereby covenants and agrees that during the term of this Agreement and for an additional a period of one (1) year following the termination of his employment by the Company for Cause ( as described in Section 5a above) or the voluntary termination of employment by the Executive (as described in Section 5c above) (the “Noncompetition Term”)thereafter, Executive agrees he will not to, directly or indirectly, either through any form of ownership or as an individual, director, officer, principal, agent, employee, employer, adviser, consultant, shareholder, partner, member or in any other individual or representative capacity whatsoever, either for his own benefit or for indirectly compete with the benefit of any person or entity, without the prior written consent business of the Company (which consent may be withheld in or its sole discretion), engage in any manner in the Business (as defined below) in the metropolitan areas of Houston, A▇▇▇▇▇, ▇▇▇▇▇▇ or San Antonio, Texas or any other metropolitan area in the United States where the Company owns or leases more than $10 million in gross asset value of assets as of the date of this Agreement or as of the date of terminationsubsidiaries. For purposes of this Section 9Agreement, the term “Businesscompete with the business of the Company and its subsidiaries” means shall include Employee’s participation in any operations whose primary business competes with any business now conducted by the acquisitionCompany or its subsidiaries, developmentincluding the sale of menswear or shoes at retail, managementthe sale or rental of occupational uniforms or other corporate wear merchandise or any material line of business proposed to be conducted by the Company or one or more of its subsidiaries known to Employee and with respect to which Employee devoted time as part of his employment hereunder on behalf of the Company or one or more of its subsidiaries, ownershipincluding but not limited to the business of dry cleaning, leasing and/or disposition whether such participation is individually or as an officer, director, joint venturer, agent or holder of retail shopping centers and/or an interest (except as a holder of a less than 1% interest in a publicly traded entity or mutual fund) of any capital raising activities related theretoindividual, corporation, association, partnership, joint venture or other business entity so engaged. Executive understands This non-competition covenant shall be applicable with respect to the United States and agrees that his covenants contained Canada and any other country in which Employee would be competing with the business of the Company or its subsidiaries as set forth in this Section 9 are being given in consideration of the numerous mutual promises and agreements contained in this Agreement between the Company and Executive, including, without limitation, those involving, employment, compensation, and Confidential Information, and in order to protect the Company’s Confidential Information and other legitimate business interests and to reduce the likelihood of irreparable damage which would occur in the event such information is provided to or used by a competitor of the Company10. Notwithstanding the foregoing, Executive the Company acknowledges and agrees that Employee’s activities described in Schedule 10 hereto shall not be deemed to have violated this Section 9 solely by reason of his passive ownership of 10% or less of the outstanding equity interests of any public entity. Executive hereby acknowledges that the geographic boundaries, scope of prohibited activities and the time duration of the provisions constitute a breach of this Section 9 are reasonable and are no broader than are necessary to protect the legitimate business interests of the Company10. This noncompetition provision can only be revoked or modified by a writing signed by both Executive Employee and the Chief Executive Officer Company agree that a monetary remedy for a breach of this Section 10 or of Section 11 below will be inadequate and will be impracticable and extremely difficult to prove, and further agree that such a breach would cause the CompanyCompany irreparable harm, as approved by the Board, which specifically states an intent to revoke or modify this provision. Executive acknowledges and that the Company would not employ him or provide him with access shall be entitled to its Confidential Information but for his covenants or promises contained in this Sectionspecific performance and/or temporary and permanent injunctive relief without the necessity of proving actual damages. The Company and Executive agree and stipulate Employee agrees that the agreements Company shall be entitled to such specific performance and/or injunctive relief, including temporary restraining orders, preliminary injunctions and covenants not to compete contained permanent injunctions, without the necessity of posting bond or other undertaking in this Section 9 hereof are fair connection therewith. Any such requirement of bond or undertaking is hereby waived by Employee and reasonable in light of all of the facts and circumstances of the relationship between Executive and the Company; provided however, Executive and the Company are aware Employee acknowledges that in certain circumstances courts have refused the absence of such a waiver, a bond or undertaking may be required by the court. In the event of litigation to enforce certain terms of agreements not this covenant, the courts are hereby specifically authorized to competereform this covenant as and to the extent, but only to such extent, necessary in order to give full force and effect hereto to the maximum degree permitted by law. Therefore, Employee also agrees that if Employee is in furtherance of, and not in derogation of the provisions breach of this Section 910, the Company and Executive agree that in the event a court should decline to enforce any terms of any of the provisions of may cease all payments required under this Section 9, that this Section 9 shall be deemed to be modified or reformed to restrict Executive’s competition with the Company to the maximum extent, as to time, geography and business scope, which the court shall find enforceable; provided however, in no event shall the provisions of this Section 9 be deemed to be more restrictive to Executive than those contained herein. Executive agrees that during the Noncompetition Term, he shall immediately notify the Company in writing of any employment, work or business he undertakes with or on behalf of any person (including himself) or entity, whether or not for compensationAgreement.

Non-Competition. (a) During the Employment Period period commencing on the Effective Date and for continuing until the earlier of (A) March 16, 2018 and (B) the date that Trican Parent ceases to directly or indirectly own at least 5% of the issued and outstanding Class A Units and 100% of the issued and outstanding Class C Units, Trican and its Affiliates shall not directly or indirectly: (i) compete with the Company or its Subsidiaries in the Territory in the oil field services business; (ii) have an additional period interest in any Person that competes in the Territory directly or indirectly with the Company or its Subsidiaries in any capacity (a “Competitive Business”), including as a partner, shareholder, member, employee, principal, agent, trustee or consultant; or (iii) knowingly interfere in any respect with the business relationships (whether formed prior to or after the date of this Agreement) between the Company and its Subsidiaries, on the one hand, and any of their respective customers, suppliers or partners, on the other hand; provided, however, that the foregoing shall not prohibit, or be interpreted as prohibiting, Trican Parent and its Affiliates from (1) year following conducting activities constituting or relating to the termination Excluded Businesses, the Excluded Assets and the Excluded Liabilities (as such terms are defined in the Trican Purchase Agreement); (2) making equity investments in publicly owned companies which constitute a Competitive Business, provided such investments do not exceed 10% of his employment by the Company for Cause ( outstanding common equity of such publicly owned companies or (3) entering into any licensing or other agreements relating to the intellectual property of Trican Parent and its Affiliates; provided, that such licensing or other agreements are in compliance with, and do not breach or violate, the Intellectual Property License Agreement (as described defined in the Trican Purchase Agreement). Notwithstanding the foregoing, nothing contained in this Section 5a above4.5(a) or elsewhere in this Agreement shall prevent a Person that acquires all of the voluntary termination equity interests of employment Trican Parent (whether by acquisition of equity interests, merger or otherwise) from continuing to conduct its and its Affiliates business and operations in and outside of the Executive (as described Territory; provided, that in Section 5c above) (the “Noncompetition Term”), Executive agrees not toevent a Person consummates an acquisition, directly or indirectly, either through of all or substantially all of the assets of Trican or a majority of the common equity interests of Trican (whether by acquisition of equity interests, merger or otherwise), Trican shall provide notice of such sale transaction (the “Transaction Notice”) no later than three days after the consummation of such acquisition transaction and the Company shall have the option, but not the obligation, upon notice to Trican delivered no later than 60 days after receipt of the Transaction Notice, to purchase the Units formerly Held by Trican prior to such sale transaction (including the Class C Units) for Fair Market Value (and in the case of Class C Units, such Fair Market value shall be calculated as if such Class C Units were converted to Class A Units on a fully diluted basis based on the Fair Market Value for such Units immediately prior to exercise of this purchase option) (as determined by an independent valuation firm selected by the Management Board (unless a prior valuation has been undertaken in the 30 day period prior to such calculation of Fair Market Value, in which case Fair Market Value shall be based on such prior valuation)). (b) During the period commencing on the Effective Date and continuing until March 16, 2018, the Cerberus Funds, the Company and their respective Controlled Affiliates shall not directly or indirectly (A) compete with Trican Parent or its Affiliates in Canada in the oilfield services business, (B) have an interest in any form of ownership Person that competes directly or indirectly in Canada with Trican Parent or its Affiliates, including as an individuala partner, directorshareholder, officermember, employee, principal, agent, employeetrustee or consultant (other than (x) with respect to any industrial services or completion tools business and (y) Persons so competing with Trican Parent or its Affiliates with less than 25% of revenue in the prior fiscal year attributable to such Person’s Canadian operations, employerprovided that the Cerberus Funds, adviser, consultant, shareholder, partner, member the Company or their respective Affiliates (as applicable) substantially divest the Canadian assets or operations of such Person within 180 days of acquiring such Person) or (C) knowingly interfere in any other individual respect with the business relationships (whether formed prior to or representative capacity whatsoever, either for his own benefit or for the benefit of any person or entity, without the prior written consent of the Company (which consent may be withheld in its sole discretion), engage in any manner in the Business (as defined below) in the metropolitan areas of Houston, A▇▇▇▇▇, ▇▇▇▇▇▇ or San Antonio, Texas or any other metropolitan area in the United States where the Company owns or leases more than $10 million in gross asset value of assets as of after the date of this Agreement Agreement) between Trican Parent and its Subsidiaries, on the one hand, and any of their respective customers, suppliers or partners, on the other hand; provided, however, that the foregoing shall not (i) restrict the Cerberus Funds and its Affiliates (other than the Cerberus Managers and those personnel of Cerberus Capital Management, L.P. and Cerberus Operations & Advisory Company LLC that are directly involved in monitoring the investment in the Company) from participating in any distressed debt and lending transactions (including debt to equity conversions) and (ii) prohibit or be interpreted as prohibiting the Cerberus Funds, the Company or any of their respective Controlled Affiliates from making equity investments in any publicly owned company (provided such investment does not exceed 10% of the date outstanding common equity of termination. For purposes of this Section 9such publicly owned company) or, “Business” means in the acquisition, development, management, ownership, leasing and/or disposition of retail shopping centers and/or any capital raising activities related thereto. Executive understands and agrees that his covenants contained in this Section 9 are being given in consideration case of the numerous mutual promises Cerberus Funds and agreements contained in this Agreement between the Company and Executive, including, without limitation, those involving, employment, compensation, and Confidential Information, and in order to protect its Controlled Affiliates (other than the Company’s Confidential Information and other legitimate business interests and to reduce the likelihood of irreparable damage which would occur ), from receiving any customary “equity kicker” in the event such information is provided to or used by connection with a competitor of the Companydebt investment in any Person. Notwithstanding the foregoing, Executive shall not be deemed to have violated nothing contained in this Section 9 solely by reason of his passive ownership of 10% 4.5(b) or less of elsewhere in this Agreement shall prevent a Person that acquires the outstanding equity interests of any public entity. Executive hereby all of the Company (whether by acquisition of equity interests, merger or otherwise) from continuing to conduct its and its Affiliates business and operations in and outside of the Territory. (c) Each of Trican, the Company and the Cerberus Funds acknowledges and agrees that the time, scope, geographic boundaries, scope of prohibited activities area and the time duration of the other provisions of this Section 9 4.5 have been specifically negotiated by sophisticated commercial parties and agree that all such provisions are reasonable and are no broader than are necessary to protect under the legitimate business interests circumstances of the Companytransactions contemplated hereby. This noncompetition provision can only be revoked or modified by a writing signed by both Executive and It is the Chief Executive Officer intention of the Company, as approved by parties that if any of the Board, which specifically states an intent to revoke or modify this provision. Executive acknowledges that the Company would not employ him or provide him with access to its Confidential Information but for his covenants or promises contained in this Section. The Company and Executive agree and stipulate that the agreements and covenants not to compete provisions contained in this Section 9 hereof 4.5 are fair held to cover a geographic area or to be for a length of time that is not permitted by applicable Law, or is in any way construed to be too broad or to any extent invalid, such provisions shall not be construed to be null, void and reasonable in light of all no effect, but to the extent such provision would then be valid or enforceable under applicable Law, such provisions shall be construed and interpreted or reformed to provide for a restriction or covenant having the maximum enforceable geographic area, time period and other provisions as shall be valid and enforceable under applicable Law. (d) Each of the facts and circumstances of the relationship between Executive and the Company; provided however, Executive and the Company are aware that in certain circumstances courts have refused to enforce certain terms of agreements not to compete. Therefore, in furtherance of, and not in derogation of the provisions of this Section 9Trican, the Company and Executive agree that the Cerberus Funds further acknowledges and agrees that, in the event of a court should decline to enforce any terms breach or threatened breach of any of the provisions of this Section 94.5, that Trican, the Company or the Cerberus Funds (as applicable) shall be entitled to immediate injunctive relief, as any such breach would cause irreparable injury for which such party would have no adequate remedy at law. Nothing contained in this Section 9 4.5 shall be deemed construed so as to be modified or reformed to restrict Executive’s competition with prohibit Trican, the Company or the Cerberus Funds or any of their respective Affiliates from pursuing any other remedies available to them under this Agreement, at law or in equity for any such breach or threatened breach. (e) ▇▇▇▇▇ Group shall be an express third-party beneficiary under this Section 4.5 and the maximum extent, as Members hereby acknowledge and agree that ▇▇▇▇▇ Group shall be entitled to time, geography and business scope, which the court shall find enforceable; provided however, in no event shall enforce the provisions of this Section 9 be deemed to be more restrictive to Executive than those contained herein. Executive agrees that during the Noncompetition Term, he shall immediately notify the Company in writing of any employment, work or business he undertakes with or on behalf of any person (including himself) or entity, whether or not for compensation4.5.

Non-Competition. During the Employment Period term of this Agreement and for an additional a period of one --------------- six (16) year following the termination of his employment by the months thereafter, Employee covenants and agrees with Company for Cause ( as described in Section 5a above) or the voluntary termination of employment by the Executive (as described in Section 5c above) (the “Noncompetition Term”), Executive agrees not tothat he shall not, directly or indirectly, either conduct, provide financial assistance to (whether through any form of ownership a loan or otherwise), act as an individualindependent contractor, directorhold an equity or profit sharing interest in (except for ownership of less than 1% of the outstanding share in a company whose stock is publicly traded), officerin any manner have a business interest in, principalbe employed by, agent, employee, employer, adviser, consultant, shareholder, partner, member or in any other individual manner take part in, any commodity or representative capacity whatsoever, either for his own benefit securities brokerage business or for the benefit of any person or entity, without the prior written consent of the Company (which consent may be withheld in its sole discretion), engage in any manner in the Business (as defined below) in the metropolitan areas of Houston, A▇▇▇▇▇, ▇▇▇▇▇▇ or San Antonio, Texas or any other metropolitan area business in the United States where of America which is competitive with the business of the Company owns or leases more than $10 million in gross asset value of assets as of such business is conducted during the date term of this Agreement or as of except that Employee at all times after the date of termination. For purposes term of this Section 9Agreement may execute orders as a floor broker and trade for his own account and, “Business” means in addition, may function as a commodity trading advisor, pool operator or introducing broker subject to the acquisitionrestrictions set forth in the next sentence of this paragraph and provided that Employee clears all commodity trades which are affected in connection with Employee's activities as a commodity trading advisor, development, management, ownership, leasing and/or disposition of retail shopping centers and/or any capital raising activities related thereto. Executive understands and agrees that his covenants contained in this Section 9 are being given in consideration of the numerous mutual promises and agreements contained in this Agreement between pool operator or introducing broker through the Company so long as the Company has the ability to clear such trades and Executivedoes not charge more than for such clearing functions than the rates otherwise available to Employee. Provided, includinghowever, without limitation, those involving, employment, compensation, and Confidential Information, and in order to protect the Company’s Confidential Information and other legitimate business interests and to reduce the likelihood of irreparable damage which would occur in the event such information is provided to or used by a competitor of the Company. Notwithstanding the foregoing, Executive this provision number 6 shall not be deemed applicable to have violated this Section 9 Employee should Employee function solely by reason of his passive ownership of 10% as an attorney in any capacity relating to or less of connected with the outstanding equity interests of any public entityfutures industry. Executive hereby acknowledges that During the geographic boundaries, scope of prohibited activities and the time duration of the provisions term of this Section 9 Agreement and for a period of eighteen (l8) months thereafter, Employee covenants and agrees with the Company that he shall not, directly or indirectly; (a) solicit or provide commodity or securities brokerage services to any persons or entities that are reasonable and are no broader than are necessary to protect or were during the legitimate business interests of the Company. This noncompetition provision can only be revoked or modified period by a writing signed by both Executive and the Chief Executive Officer this sentence customers of the Company, either as approved an employee, agent, consultant, licensee, independent contractor, owner or otherwise, or (b) solicit for employment or employ any persons who are or were during the period covered by this sentence employees of the company. In the event that the term of Employee's employment hereunder shall not be extended by the BoardCompany beyond the term provided for in paragraph 2 hereof on terms (including compensation) substantially equivalent to the terms set forth in this Agreement except by reason of a termination for "good cause" as defined in paragraph 2 hereof, which specifically states an intent Employee shall receive severance pay of $100,000 in a lump sum payment at the time of such termination. Employee shall remain subject to revoke or modify the provisions contained in this provisionparagraph 6 for the full periods specified herein. Executive acknowledges In the event that the Company would offers to extend the term of Employee's employment hereunder on substantially equivalent terms and Employee does not employ him or provide him with access accept such offer, Employee's obligations pursuant to its Confidential Information but for his covenants or promises the first sentence of this paragraph 6 shall cease and be of no further force and effect provided, however, if the Company shall pay Employee in a lump sum payment, an amount equal to 50% of Employee's annual base salary, Employee shall remain subject to the provisions contained in the first sentence of this Sectionparagraph 6 for the full six month period specified therein. The Company In the event, that Employee voluntarily terminates his employment hereunder, Employee's obligations pursuant to the first sentence of this paragraph 6 shall cease and Executive agree be of no further force and stipulate that effect; provided, however, if the agreements and covenants not company shall pay Employees in a lump sum payment, an amount equal to compete 50% of Employee's annual base salary, Employee shall remain subject to the provisions contained in this Section 9 hereof are fair and reasonable in light of all of the facts and circumstances of the relationship between Executive and the Company; provided however, Executive and the Company are aware that in certain circumstances courts have refused to enforce certain terms of agreements not to compete. Therefore, in furtherance of, and not in derogation of the provisions first sentence of this Section 9, paragraph 6 for the Company and Executive agree that in the event a court should decline to enforce any terms of any of the provisions of this Section 9, that this Section 9 shall be deemed to be modified or reformed to restrict Executive’s competition with the Company to the maximum extent, as to time, geography and business scope, which the court shall find enforceable; provided however, in no event shall the provisions of this Section 9 be deemed to be more restrictive to Executive than those contained herein. Executive agrees that during the Noncompetition Term, he shall immediately notify the Company in writing of any employment, work or business he undertakes with or on behalf of any person (including himself) or entity, whether or not for compensationfull six month period specified therein.

Non-Competition. Notwithstanding any non-competition agreement previously existing by and between the Optionee and the Company, in consideration for this Option, the Optionee agrees to the following: (A) During the Employment Period Optionee's employment with the Company and for an additional a period of one two (12) year following the termination of his employment by the Company for Cause ( as described in Section 5a above) years thereafter, Optionee will not, unless acting pursuant hereto or the voluntary termination of employment by the Executive (as described in Section 5c above) (the “Noncompetition Term”), Executive agrees not to, directly or indirectly, either through any form of ownership or as an individual, director, officer, principal, agent, employee, employer, adviser, consultant, shareholder, partner, member or in any other individual or representative capacity whatsoever, either for his own benefit or for the benefit of any person or entity, without with the prior written consent of the Company (which consent may be withheld in its sole discretion)Board of Directors of the Company, engage in any manner directly or indirectly, own, manage, operate, join, control, finance or participate in the Business (ownership, management, operation, control or financing of, or be connected as defined below) an officer, director, employee, partner, principal, agent, representative, consultant or otherwise with, or use or permit his name to be used in connection with, any business or enterprise, in direct competition with the metropolitan areas of Houston, A▇▇▇▇▇, ▇▇▇▇▇▇ or San Antonio, Texas or any other metropolitan area in Company's business. The Optionee acknowledges and agrees that adherence to the United States where the Company owns or leases more than $10 million in gross asset value of assets as of the date of this Agreement or as of the date of termination. For purposes terms of this Section 9, “Business” means 9 does not preclude Optionee from earning a livelihood and that the acquisition, development, management, ownership, leasing and/or disposition of retail shopping centers and/or any capital raising activities related thereto. Executive understands and agrees that his covenants restrictions contained in this Section 9 are being given in consideration of the numerous mutual promises reasonable and agreements contained in this Agreement between the Company and Executive, including, without limitation, those involving, employment, compensation, and Confidential Information, and in order necessary to protect the Company’s Confidential Information and other 's legitimate business interests and to reduce the likelihood of irreparable damage which would occur in the event such information is provided to or used by a competitor conduct of the Company. Notwithstanding the foregoing, Executive its business. (B) The foregoing restriction shall not be deemed construed to have violated this Section 9 solely prohibit the ownership by reason Optionee of his passive ownership of 10% or less of the outstanding equity interests not more than five percent (5%) of any public entity. Executive hereby acknowledges that the geographic boundaries, scope class of prohibited activities and the time duration of the provisions of this Section 9 are reasonable and are no broader than are necessary to protect the legitimate business interests of the Company. This noncompetition provision can only be revoked or modified by a writing signed by both Executive and the Chief Executive Officer of the Company, as approved by the Board, which specifically states an intent to revoke or modify this provision. Executive acknowledges that the Company would not employ him or provide him with access to its Confidential Information but for his covenants or promises contained in this Section. The Company and Executive agree and stipulate that the agreements and covenants not to compete contained in this Section 9 hereof are fair and reasonable in light of all of the facts and circumstances of the relationship between Executive and the Company; provided however, Executive and the Company are aware that in certain circumstances courts have refused to enforce certain terms of agreements not to compete. Therefore, in furtherance of, and not in derogation of the provisions of this Section 9, the Company and Executive agree that in the event a court should decline to enforce any terms securities of any of the provisions of this Section 9, that this Section 9 shall be deemed to be modified or reformed to restrict Executive’s corporation which is in competition with the Company and which corporation has a class of securities registered pursuant to the maximum extentSecurities Exchange Act of 1934, provided that such ownership represents a passive investment and that neither Optionee nor any group of persons including Optionee 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 a shareholder, or seeks to timedo any of the foregoing. (C) During the Optionee's employment with the Company and for a period of two (2) years thereafter, geography and business scopeOptionee will not call on or solicit, either directly or indirectly, any person, firm, corporation or other entity who or which at the court shall find enforceable; provided howevertime of Optionee's termination was, in no event shall or within two (2) years prior thereto had been, a customer of the provisions Company or any of this its affiliates with respect to the activities prohibited by Section 9 be deemed to be more restrictive to Executive than those contained herein. Executive agrees that during the Noncompetition Term, he shall immediately notify the Company in writing of any employment, work or business he undertakes with or on behalf of any person (including himself) or entity, whether or not for compensationhereof.

Non-Competition. During the Employment Period and for an additional period (a) Except (i) with respect to their ownership of one (1) year following the termination of his employment by interests in the Company for Cause ( and (ii) as described permitted by this Section 10.03 or by Section 10.06, neither Comcast nor GE nor any of their respective Subsidiaries will engage in any Company Principal Business. This Section 5a above10.03 shall cease to be applicable to any Person at such time as such Person is no longer a Subsidiary of Comcast or GE, as the case may be, and shall not apply to any Person that purchases assets, operations or a business from Comcast or GE, or one of their respective Subsidiaries, if such Person is not a Subsidiary of Comcast or GE, as the case may be, after such transaction is consummated. This Section 10.03 does not apply to any Subsidiary of GE or Comcast in which a Person who is not an Affiliate of GE or Comcast, as the case may be, holds equity interests and with respect to which GE or Comcast or another of their respective Subsidiaries, as applicable, has contractual or legal obligations (including fiduciary duties of representatives on the board of directors or similar body of such Subsidiary) existing as of the date hereof that limit GE’s or Comcast’s ability to impose on the voluntary termination subject Subsidiary a non-competition obligation such as that in this Section 10.03. (b) Notwithstanding the provisions of employment by the Executive (as described in Section 5c above) (the “Noncompetition Term”10.03(a), Executive agrees not to, directly or indirectly, either through any form and without implicitly agreeing that the following activities would be subject to the provisions of ownership or as an individual, director, officer, principal, agent, employee, employer, adviser, consultant, shareholder, partner, member or in any other individual or representative capacity whatsoever, either for his own benefit or for the benefit of any person or entity, without the prior written consent of the Company (which consent may be withheld in its sole discretionSection 10.03(a), engage nothing in this Agreement shall preclude, prohibit or restrict: (i) GE, or any of its Subsidiaries, from engaging in any manner in any (A) Financial Services Business, (B) Existing Business Activities, (C) GE De Minimis Business or (D) Satellite Business; or (ii) Comcast or any of its Subsidiaries, from engaging in any manner in any (A) Comcast Permitted Business or (B) Comcast De Minimis Business. (c) Notwithstanding the provisions of Section 10.03(a), GE or any of its Affiliates may make a Mixed Competing Business Acquisition; provided that if such acquisition would otherwise be prohibited by this Section 10.03, promptly following such acquisition, GE, or its Affiliate, as applicable, shall offer the Company in writing the opportunity to acquire, or invest in, directly or through a Subsidiary of the Company, the Company Principal Business acquired, or invested in, by GE or its Affiliate in such Mixed Competing Business Acquisition. The writing pursuant to which such offer is made shall include a summary of the material terms of the offer, including the price of such offer. Such terms shall include (as defined belowx) a price that reflects GE’s reasonable good faith determination of the portion of the aggregate purchase price paid by GE or its Affiliate in the metropolitan areas Mixed Competing Business Acquisition that was attributable to the Company Principal Business included in such Mixed Competing Business Acquisition and (y) other commercially reasonable arms’ length terms. In the event that the Company disputes GE’s determination of Houstonprice or the commercial reasonableness and arm’s length nature of the other terms included in such offer, A▇▇▇▇▇the Company shall provide written notice to GE and the dispute shall be resolved by a mutually agreed upon appraiser (who shall be an independent third party with relevant expertise) pursuant to an appraisal process not to exceed 30 calendar days and conducted in New York, ▇▇▇▇▇▇ New York under the Commercial Arbitration Rules of the American Arbitration Association in effect at the time of the arbitration, except as they may be modified herein or San Antonioby agreement of the parties. If an appraisal process is necessary and Comcast and GE do not mutually select and appoint such appraiser within five Business Days following delivery of the notice required pursuant to the preceding sentence, Texas or any other metropolitan area an appraiser shall be selected and appointed in the United States where manner set forth in the final two sentences of Section 10.02(f). All fees and disbursements of the Appraiser shall be shared equally by Comcast and GE. (d) Promptly after making a written offer as set forth in Section 10.03(c) above (and in any event within 10 Business Days thereafter), GE shall provide the Company owns or leases more than $all material information available to GE with respect to the Company Principal Business. GE shall include in any third party confidentiality agreement entered into in connection with the proposed transaction subject to such offer a provision permitting GE to comply with its disclosure obligations under this Section 10.03(d). The Company shall have 10 million in gross asset value Business Days from the later of assets as of (i) the date of this Agreement or as of the date of termination. For purposes of this Section 9, “Business” means the acquisition, development, management, ownership, leasing and/or disposition of retail shopping centers and/or any capital raising activities related thereto. Executive understands and agrees that his covenants contained in this Section 9 are being given in consideration of the numerous mutual promises and agreements contained in this Agreement between the Company and Executive, including, without limitation, those involving, employment, compensation, and Confidential Information, and in order to protect the Company’s Confidential Information and other legitimate business interests and to reduce the likelihood of irreparable damage which would occur in the event all such information is provided and (ii) the completion of any appraisal process conducted pursuant to or used by a competitor Section 10.03(c) to decide whether to accept the offer. (e) If prior to the expiration of such 10 Business Day period the Company accepts such offer, the parties shall work together in good faith to complete the Company’s acquisition of, or investment in, the Company Principal Business as soon as reasonably practicable, subject to receipt of required regulatory approvals. Notwithstanding the foregoingprovisions in Section 4.10(a), Executive shall the GE Members may not exercise any rights they may have under Section 4.10(a) that would prohibit or otherwise impede such Company Principal Business acquisition or investment (including in connection with the incurrence of any Debt required to complete such acquisition or investment). (f) If prior to the expiration of such 10 Business Day period the Company fails to accept such offer, and the ownership of the Company Principal Business by GE or its Affiliates would otherwise be deemed to have violated prohibited by this Section 9 solely by reason of his passive ownership of 10% 10.03, then GE or less of the outstanding equity interests of any public entity. Executive hereby acknowledges that the geographic boundaries, scope of prohibited activities and the time duration of the provisions of this Section 9 are reasonable and are no broader than are necessary to protect the legitimate business interests of the Company. This noncompetition provision can only be revoked or modified by a writing signed by both Executive and the Chief Executive Officer of the Companyits Affiliate, as approved by the Boardcase may be, which specifically states an intent shall be required to revoke or modify this provision. Executive acknowledges that divest the Company would not employ him Principal Business within a commercially reasonable period of time. (g) The Company’s decision whether to accept such offer (or provide him with access to its Confidential Information but for his covenants or promises contained in this Section. The Company and Executive agree and stipulate that the agreements and covenants not grant any consent to compete contained in this Section 9 hereof are fair and reasonable in light waive any rights of all of the facts and circumstances of the relationship between Executive and the Company; provided however, Executive and the Company are aware that in certain circumstances courts have refused to enforce certain terms of agreements not to compete. Therefore, in furtherance of, and not in derogation of the provisions of this Section 9, the Company and Executive agree that in the event a court should decline to enforce any terms of any of the provisions of this Section 9, that this Section 9 shall be deemed to be modified or reformed to restrict Executive’s competition with the Company to the maximum extent, as to time, geography and business scope, which the court shall find enforceable; provided however, in no event shall the provisions of this Section 9 be deemed to be more restrictive to Executive than those contained herein. Executive agrees that during the Noncompetition Term, he shall immediately notify the Company in writing respect of such offer) shall be made by only those members of the Board designated by the Comcast Members. (h) This Section 10.03 shall terminate and be of no further force and effect upon the earlier of (i) Comcast and its Subsidiaries no longer holding (directly or indirectly) any employment, work Units or business he undertakes with (ii) GE and its Subsidiaries no longer holding (directly or on behalf of indirectly) any person (including himself) or entity, whether or not for compensationUnits.

Non-Competition. A. Executive acknowledges and recognizes the highly competitive nature of the busi-ness of the Company and that he provides essential and unique services to the Company. Accordingly, despite that the terms contained herein may limit Executive's ability to engage in certain business pursuits during the Restricted Period (as defined below), Executive hereby agrees as follows: During the Employment Period Term and for the period ending three years following the termination of the Term and Executive's employment with the Company for any reason other than an additional period of involuntary termination without Cause or a voluntary resignation by Executive, each within one (1) year following the termination of his employment by the Company for Cause ( as described in Section 5a above) or the voluntary termination a Change of employment by the Executive Control (as described in Section 5c abovedefined herein) (the “Noncompetition Term”), Executive agrees not to, directly or indirectly, either through any form of ownership or as an individual, director, officer, principal, agent, employee, employer, adviser, consultant, shareholder, partner, member or in any other individual or representative capacity whatsoever, either for his own benefit or for the benefit of any person or entity, without the prior written consent of the Company (the "Restricted Period"), Executive will not, whether on Executive's own behalf or on behalf of or in conjunction with any person, firm, partnership, joint venture, association, corporation or other business organization, entity or enterprise whatsoever ("Person"): (I) become an officer, director, joint venturer, employee, agent, consultant or five percent (5%) or more shareholder (either directly or indirectly) of, or promote, provide services to or assist in any way, any person or entity which consent may be withheld directly competes with any business of the Company or any of its affiliates in its sole discretion)which the Company or such affiliates are engaged as of the date of Executive's termination of employment with the Company, and which constitutes, on a consolidated basis, at least ten percent (10%) of the Company's revenues (hereinafter, engage in a "Competing Business"). Executive acknowledges that such restriction may limit his ability to engage in certain business pursuits during the Restricted Period, but also acknowledges that the Company has provided significantly higher remuneration and benefits from the Company, as provided herein, than that which he otherwise would have received to adequately compensate him for such restriction. Executive has had an opportunity to consult with an attorney with respect to these restrictions; (II) interfere with, or attempt to interfere with, business relationships (whether formed before, on or after the date of this Agreement) between the Company and customers, clients, suppliers, partners, members or investors of the Company. B. It is expressly understood and agreed that although Executive and the Company consider the restrictions contained in this Paragraph 10 to be reasonable, if a final determination is made by an arbitrator or arbitrators, or by a court of competent jurisdiction that the time or territory or any manner other restriction contained in this Agreement is an unenforceable restriction against Executive, the Business (provisions of this Agreement shall not be rendered void but shall be deemed amended to apply as defined below) in the metropolitan areas of Houston, Ato such maximum time and terri-tory and to such maximum extent as such court may judicially d▇▇▇▇▇, ▇▇▇▇▇▇ or San Antonio▇r indicate to be enforceable. Alternatively, Texas or if any other metropolitan area in the United States where the Company owns or leases more than $10 million in gross asset value court of assets as of the date of this Agreement or as of the date of termination. For purposes of this Section 9, “Business” means the acquisition, development, management, ownership, leasing and/or disposition of retail shopping centers and/or competent jurisdiction finds that any capital raising activities related thereto. Executive understands and agrees that his covenants contained in this Section 9 are being given in consideration of the numerous mutual promises and agreements restric-tion contained in this Agreement between the Company and Executive, including, without limitation, those involving, employment, compensationis unenforceable, and Confidential Informationsuch restriction cannot be amended so as to make it enforceable, and in order to protect the Company’s Confidential Information and other legitimate business interests and to reduce the likelihood of irreparable damage which would occur in the event such information is provided to or used by a competitor of the Company. Notwithstanding the foregoing, Executive finding shall not be deemed to have violated this Section 9 solely by reason of his passive ownership of 10% or less of affect the outstanding equity interests of any public entity. Executive hereby acknowledges that the geographic boundaries, scope of prohibited activities and the time duration of the provisions of this Section 9 are reasonable and are no broader than are necessary to protect the legitimate business interests of the Company. This noncompetition provision can only be revoked or modified by a writing signed by both Executive and the Chief Executive Officer of the Company, as approved by the Board, which specifically states an intent to revoke or modify this provision. Executive acknowledges that the Company would not employ him or provide him with access to its Confidential Information but for his covenants or promises contained in this Section. The Company and Executive agree and stipulate that the agreements and covenants not to compete contained in this Section 9 hereof are fair and reasonable in light of all of the facts and circumstances of the relationship between Executive and the Company; provided however, Executive and the Company are aware that in certain circumstances courts have refused to enforce certain terms of agreements not to compete. Therefore, in furtherance of, and not in derogation of the provisions of this Section 9, the Company and Executive agree that in the event a court should decline to enforce any terms enforceability of any of the provisions of this Section 9, that this Section 9 shall be deemed to be modified or reformed to restrict Executive’s competition with the Company to the maximum extent, as to time, geography and business scope, which the court shall find enforceable; provided however, in no event shall the provisions of this Section 9 be deemed to be more restrictive to Executive than those other restrictions contained herein. Executive agrees that during the Noncompetition Term, he shall immediately notify the Company in writing of any employment, work or business he undertakes with or on behalf of any person (including himself) or entity, whether or not for compensation.

Non-Competition. (a) Each of Triangle, Shareholder and Subsidiary acknowledge that in and as a result of its ownership of the Assets or other interest in Triangle or Subsidiary, it has made use of, acquired, and/or added to confidential information of a special and unique nature deriving independent economic value, actual or potential, from not being generally known to, and not being readily ascertainable by proper means by, other persons who can obtain economic value from its disclosure or use (specifically excluding any information generally available to the public at large or disclosed by Buyer to third parties or any information disclosed because Triangle, Shareholder, or Subsidiary has a legal obligation to make such disclosure). Such information is hereinafter referred to as "Confidential Information" and includes, without limitation, the following information: customers, vendors, products, systems, data files, manuals, confidential reports, the amounts paid by or to customers, licensers, licensees, and vendors, the amounts paid for products and services, and other trade secrets and information Triangle, Shareholder, or Subsidiary knows or has reason to know, or will know or have reason to know, Buyer intends or expects to remain confidential. As a material inducement to Buyer to enter into this Agreement, each of Triangle, Subsidiary and Shareholder covenants and agrees that it shall not from and after the Closing and for a period of five (5) years following the Closing Date, divulge or disclose for any purpose whatsoever any Confidential Information except to the extent such information is or becomes generally available to the public at large or disclosed by Buyer to third parties or any information disclosed because Seller, the Subsidiary or Shareholder has a legal obligation to make such disclosure. Notwithstanding the foregoing, Seller, Triangle and Shareholder may reveal Confidential Information to the extent reasonably necessary to determine amounts due ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ and ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ pursuant to the TriEnda Agreement, or to enforce rights under the TriEnda Agreement, including furnishing such information to investment bankers, appraisers, lawyers, accountants, courts and arbitrators. (b) During the Employment Period and for an additional five year period of one (1) year following the termination date of his employment this Agreement, each of Triangle, Shareholder and Subsidiary shall not, except as may be required by the Company for Cause ( law or as described in Section 5a above) or the voluntary termination of employment by the Executive (as described in Section 5c above) (the “Noncompetition Term”), Executive agrees not tomay be done with Buyer's written consent, directly or indirectly, either through any form of ownership or as an individuala shareholder, director, officermember, principal, co-partner, agent, employeefinancier, employer, adviserlender, consultant, shareholder, partner, member manager or in any other individual or representative capacity whatsoever, either for his own benefit or for the benefit of any person or entity, without the prior written consent of the Company whatsoever (which consent may be withheld in its sole discretion), i) engage in any manner in activities competitive with the Business (as defined below) in or the metropolitan areas of Houston, A▇▇▇▇▇, ▇▇▇▇▇▇ pallet logistics or San Antonio, Texas or any other metropolitan area refurbishing business in the United States where of America, (ii) solicit, serve, divert or assist any person in so soliciting, servicing or diverting any customers or vendors of Buyer or any of its affiliates to the Company extent such actions are related to the Business in the United States of America, (iii) solicit the employment of any of the employees of Triangle or Subsidiary that are employed by Buyer pursuant to this Agreement. The foregoing shall not apply to the activities of (i) Shareholder with respect to his actions on the Board of Directors of Alloyd Incorporated and (ii) any entity of which Triangle, Subsidiary or any Triangle Shareholder owns or leases more beneficially owns less than $10 million in gross asset value of assets as ten percent (10%) of the date outstanding voting power. (c) Buyer and each of this Agreement or as of Triangle, Shareholder and Subsidiary each agree that the date of termination. For purposes of this Section 9, “Business” means the acquisition, development, management, ownership, leasing and/or disposition of retail shopping centers and/or any capital raising activities related thereto. Executive understands terms and agrees that his covenants contained in this Section 9 are being given in consideration of the numerous mutual promises and agreements contained in this Agreement between the Company and Executive, including, without limitation, those involving, employment, compensation, and Confidential Information, and in order to protect the Company’s Confidential Information and other legitimate business interests and to reduce the likelihood of irreparable damage which would occur in the event such information is provided to or used by a competitor of the Company. Notwithstanding the foregoing, Executive shall not be deemed to have violated this Section 9 solely by reason of his passive ownership of 10% or less of the outstanding equity interests of any public entity. Executive hereby acknowledges that the geographic boundaries, scope of prohibited activities and the time duration of the provisions of this Section 9 are reasonable and are no broader than are necessary to protect the legitimate business interests of the Company. This noncompetition provision can only be revoked or modified by a writing signed by both Executive and the Chief Executive Officer of the Company, as approved by the Board, which specifically states an intent to revoke or modify this provision. Executive acknowledges that the Company would not employ him or provide him with access to its Confidential Information but for his covenants or promises contained in this Section. The Company and Executive agree and stipulate that the agreements and covenants not to compete contained in this Section 9 hereof 7.12 herein are fair and reasonable in light all respects to protect the legitimate interests of all of Buyer, including the facts geographical coverage and circumstances of the relationship between Executive and the Company; provided however, Executive and the Company are aware that in certain circumstances courts have refused to enforce certain terms of agreements not to compete. Therefore, in furtherance oftime period, and not in derogation that these restrictions are designed for the reasonable protection of the provisions Buyer's business. Each of Triangle, Shareholder and Subsidiary recognize that any breach of this Section 97.12 will cause irreparable injury to the goodwill and proprietary rights of Buyer, inadequately compensable in monetary damages. Accordingly, in addition to any other legal or equitable remedies that may be available to the Company Buyer, each of Triangle, Shareholder and Executive Subsidiary agree that Buyer will be able to seek to obtain immediate injunctive relief in the event form of a court should decline temporary restraining order, preliminary injunction, or permanent injunction against each of Seller, Shareholder and Subsidiary to enforce any terms of any of the provisions of this Section 9, that this Section 9 shall be deemed to be modified or reformed to restrict Executive’s competition with the Company to the maximum extent, as to time, geography and business scope, which the court shall find enforceable; provided however, in no event shall the provisions of this Section 9 be deemed to be more restrictive to Executive than those contained herein. Executive agrees that during the Noncompetition Term, he shall immediately notify the Company in writing of any employment, work or business he undertakes with or on behalf of any person (including himself) or entity, whether or not for compensationAgreement.

Non-Competition. During Lessee acknowledges that upon and after any termination of this Lease, any competition by any member of the Employment Period Leasing Group with any subsequent owner or subsequent lessee of the Leased Property (the "Purchaser") would cause irreparable harm to Lessor and for an additional period any such Purchaser. To induce Lessor to enter into this Lease, Lessee agrees that, from and after the date hereof and thereafter until (a) in the case of one the expiration of the Initial Term or a termination of this Lease, the fifth (15th) year following anniversary of the termination hereof or of his employment by the Company for Cause ( expiration of the Initial Term, as described applicable, and (b) in Section 5a abovethe case of an expiration of any of the Extended Terms, the second (2nd) anniversary of the expiration of the applicable Extended Term, no member of the Leasing Group nor any Person holding or the voluntary termination of employment by the Executive (as described in Section 5c above) (the “Noncompetition Term”), Executive agrees not tocontrolling, directly or indirectly, either through any form interest in any member of the Leasing Group (collectively, the "Limited Parties") shall be involved in any capacity in or lend any of their names to or engage in any capacity in any assisted living facility, center, unit or program (or in any Person engaged in any such activity or any related activity competitive therewith) other than (a) those set forth on Schedule 11.5.4 annexed hereto, (b) those activities in which a Meditrust/Emeritus Transaction Affiliate is permitted to engage by the provisions of the Meditrust/Emeritus Transaction Documents which relate to any such facility, center, unit or program and (c) the acquisition of an ownership interest in any such facility, center, unit or program which is part of a single transaction in which an ownership interest in at least four (4) other facilities, centers, units or programs (provided, however, that if such acquisition occurs within the last twelve month period of the Initial Term or any of the Extended Terms, Lessee shall have the benefit of this clause (c) only if at the time such acquisition occurs Lessee has already (x) exercised in that twelve month period its right under Section 1.3 hereof to extend the Term for another Extended Term or (y) given a Purchase Option Notice and has waived any right to rescind the same based upon the determination of the Fair Market Value of the Leased Property), whether such competitive activity shall be as an individualofficer, director, officerowner, principalemployee, agent, employeeadvisor, employerindependent contractor, adviserdeveloper, consultantlender, shareholdersponsor, venture capitalist, administrator, manager, investor, partner, member joint venturer, consultant or other participant in any other individual capacity whatsoever with respect to an assisted living facility, center, unit or representative capacity whatsoever, either for his own benefit or for the benefit of any person or entity, without the prior written consent program located within a five (5) mile radius of the Company (which consent may be withheld in its sole discretion), engage in any manner in the Business (as defined below) in the metropolitan areas of Houston, A▇▇▇▇▇, ▇▇▇▇▇▇ or San Antonio, Texas or any other metropolitan area in the United States where the Company owns or leases more than $10 million in gross asset value of assets as of the date of this Agreement or as of the date of terminationLeased Property. For purposes of this Section 9, “Business” means the acquisition, development, management, ownership, leasing and/or disposition of retail shopping centers and/or any capital raising activities related thereto. Executive understands Lessee hereby acknowledges and agrees that his covenants contained in this Section 9 are being given in consideration none of the numerous mutual promises and agreements contained in this Agreement between the Company and Executive, including, without limitation, those involving, employment, compensation, and Confidential Information, and in order to protect the Company’s Confidential Information and other legitimate business interests and to reduce the likelihood of irreparable damage which would occur in the event such information is provided to or used by a competitor of the Company. Notwithstanding the foregoing, Executive shall not be deemed to have violated this Section 9 solely by reason of his passive ownership of 10% or less of the outstanding equity interests of any public entity. Executive hereby acknowledges that the geographic boundariestime span, scope of prohibited activities and the time duration of the provisions of this Section 9 are reasonable and are no broader than are necessary to protect the legitimate business interests of the Company. This noncompetition provision can only be revoked or modified by a writing signed by both Executive and the Chief Executive Officer of the Company, as approved area covered by the Board, which specifically states an foregoing restrictive covenants is or are unreasonable and that it is the specific intent to revoke or modify this provision. Executive acknowledges of Lessee that the Company would not employ him or provide him with access to its Confidential Information but for his covenants or promises contained in this Section. The Company each and Executive agree and stipulate that the agreements and covenants not to compete contained in this Section 9 hereof are fair and reasonable in light of all of the facts restrictive covenants set forth hereinabove shall be valid and circumstances enforceable as specifically set forth herein. Lessee further agrees that these restrictions are special, unique, extraordinary and reasonably necessary for the protection of Lessor and any Purchaser and that the relationship between Executive and the Company; provided however, Executive and the Company are aware that in certain circumstances courts have refused to enforce certain terms violation of agreements not to compete. Therefore, in furtherance of, and not in derogation of the provisions of this Section 9, the Company and Executive agree that in the event a court should decline to enforce any terms of such covenant by any of the provisions of this Section 9, that this Section 9 shall Limited Parties would cause irreparable damage to Lessor and any Purchaser for which a legal remedy alone would not be deemed sufficient to be modified or reformed to restrict Executive’s competition with the Company to the maximum extent, as to time, geography and business scope, which the court shall find enforceable; provided however, in no event shall the provisions of this Section 9 be deemed to be more restrictive to Executive than those contained herein. Executive agrees that during the Noncompetition Term, he shall immediately notify the Company in writing of any employment, work or business he undertakes with or on behalf of any person (including himself) or entity, whether or not for compensationfully protect such parties.

Non-Competition. During the Employment Period term of this Agreement and while Employee receives Severance Pay, or if longer, for an additional a period of one (1) year 12 months following the termination of his employment by the Company for Cause ( as described in Section 5a above) or the voluntary termination of employment by the Executive (as described in Section 5c above) (the “Noncompetition Term”), Executive agrees not totermination; Employee shall not, directly or indirectly: (a) Engage, either through and shall have no investment, involvement or other connection whatsoever, direct or indirect, with any form corporation, partnership, proprietorship, individual or other business entity that is engaged, in whole or in part, in any line of ownership business that is the same as, similar to or directly or indirectly in competition with the business of Employer, or its successors and assigns, as it is now, or as it may during Employee's employment be, conducted in North America ("Competing Entity"); provided that this provision shall not restrict the right of Employee to own less than one percent of the outstanding shares of capital stock in any company listed on a national or regional stock exchange, or whose stock is quoted on a NASDAQ market, regardless of the nature of the business. (b) Be or become a shareholder, partner or other investor, or an individual, director, officer, principal, agent, employee, employer, adviser, consultant, shareholderadviser or director or an agent (whether independent or otherwise) for any Competing Entity; provided that this provision shall not, partnerhowever, member or restrict the right of Employee to own less than one percent of the outstanding shares of capital stock in any other individual company listed on a national or representative capacity whatsoeverregional stock exchange, or whose stock is quoted on a NASDAQ market, regardless of the nature of the business. (c) Solicit, either for his own benefit or for the benefit of any person or entity, without the prior written consent of the Company (which consent may be withheld in its sole discretion), engage in any manner in the Business (as defined below) in the metropolitan areas of Houston, A▇▇▇▇▇, ▇▇▇▇▇▇ or San Antonio, Texas or any other metropolitan area in the United States where the Company owns or leases more than $10 million in gross asset value of assets as of the date of this Agreement or as of the date of termination. For purposes of this Section 9, “Business” means the acquisition, development, management, ownership, leasing and/or disposition of retail shopping centers and/or any capital raising activities related thereto. Executive understands and agrees that his covenants contained in this Section 9 are being given in consideration of the numerous mutual promises and agreements contained in this Agreement between the Company and Executive, including, without limitation, those involving, employment, compensation, and Confidential Information, and in order to protect the Company’s Confidential Information and other legitimate business interests and to reduce the likelihood of irreparable damage which would occur in the event such information is provided to or used by a competitor of the Company. Notwithstanding the foregoing, Executive shall not be deemed to have violated this Section 9 solely by reason of his passive ownership of 10% or less of the outstanding equity interests of any public entity. Executive hereby acknowledges that the geographic boundaries, scope of prohibited activities and the time duration of the provisions of this Section 9 are reasonable and are no broader than are necessary to protect the legitimate business interests of the Company. This noncompetition provision can only be revoked or modified by a writing signed by both Executive and the Chief Executive Officer of the Company, as approved by the Board, which specifically states an intent to revoke or modify this provision. Executive acknowledges that the Company would not employ him or provide him with access to its Confidential Information but for his covenants or promises contained in this Section. The Company and Executive agree and stipulate that the agreements and covenants not to compete contained in this Section 9 hereof are fair and reasonable in light of all of the facts and circumstances of the relationship between Executive and the Company; provided however, Executive and the Company are aware that in certain circumstances courts have refused to enforce certain terms of agreements not to compete. Therefore, in furtherance of, and not in derogation of the provisions of this Section 9, the Company and Executive agree that in the event a court should decline to enforce any terms of any of the provisions of this Section 9, that this Section 9 shall be deemed to be modified or reformed to restrict Executive’s competition with the Company to the maximum extent, as to time, geography and business scope, which the court shall find enforceable; provided however, in no event shall the provisions of this Section 9 be deemed to be more restrictive to Executive than those contained herein. Executive agrees that during the Noncompetition Term, he shall immediately notify the Company in writing of any employment, work or business he undertakes with himself or on behalf of any Competing Entity, any "active customer of Employer" where an "active customer of Employer" is a person or entity who or which is or has been a customer of Employer at any time during the term of Employee's employment or during the two years preceding Employee's termination of employment. (including himselfd) Induce or entityattempt to influence any employee of Employer to terminate employment, whether or not for compensationexcept in his capacity as an officer of Employer. Employee acknowledges that Employer has been conducting its business in North America, and that the restrictive covenants assumed by Employee pursuant to this Agreement are essential to the business of Employer and its goodwill.

Non-Competition. During (a) Subject to Titan complying with its obligations in this Agreement, the Employment Period Consultant agrees with and for an additional the benefit of Titan that for a period of one (1) year following six months from the cessation or termination of his employment by the Company this Amended and Restated Consulting Agreement; he will not for Cause ( as described in Section 5a above) or the voluntary termination of employment by the Executive (as described in Section 5c above) (the “Noncompetition Term”), Executive agrees not toany reason, directly or indirectly, either through any form of ownership as an individual or as a partner or joint venturer or as an individualemployee, principal, consultant, agent, shareholder, officer, director, officeror salesperson for any person, principalfirm, agentassociation, employeeorganization, employersyndicate, advisercompany or corporation, consultant, shareholder, partner, member or in any other individual manner carry on, be engaged in, concerned with, interested in, advise, lend money to, guarantee the debts or representative capacity whatsoeverobligations of, either for permit his own benefit or for the benefit of any person or entity, without the prior written consent of the Company (which consent may be withheld in its sole discretion), engage in any manner in the Business (as defined below) in the metropolitan areas of Houston, A▇▇▇▇▇, ▇▇▇▇▇▇ or San Antonio, Texas name or any other metropolitan area part of it to be used or employed by, any person, business, firm, association, syndicate, company, organization or corporation concerned with or engaged in or interested in a business which is the United States where same as, or competitive with, the Company owns or leases more than $10 million in gross asset value business of assets as of the date of this Agreement or as of the date of termination. For purposes of this Section 9, “Business” means the acquisition, development, management, ownership, leasing and/or disposition of retail shopping centers and/or any capital raising activities related thereto. Executive understands Titan and agrees that his covenants contained in this Section 9 are being given in consideration of the numerous mutual promises and agreements contained in this Agreement between the Company and Executive, its subsidiaries including, without limitation, any business relating to computerized trading systems within the geographical areas where Titan carries on its business, being the Countries of: i) Canada; or ii) the United States. Furthermore, the Consultant, for a period of six months from the cessation or termination of this Amended and Restated Consulting Agreement, however, caused, will not solicit or accept business with respect to products competitive with those involvingof the Corporation from any of the Corporation’s or its subsidiaries’ customers wherever situate; provided that the Consultant shall be entitled, employmentfor investment purposes, compensationto purchase and trade shares of a public company which are listed and posted for trading on a recognized stock exchange and the business of which public company may be in competition with the business of the Corporation or its subsidiaries, provided that the Consultant shall not directly or indirectly, own more than ten (10) percent of the issued share capital of the public company, or participate in its management or operation or in any advisory capacity. (b) The Consultant further agrees that, during engagement pursuant to this Amended and Confidential InformationRestated Consulting Agreement and for a period of six months following termination of the Consultant’s engagement, however caused, he will not hire or take away or cause to be hired or taken away any employee or consultant of Titan, including employees and in order to protect consultants of any wholly-owned or partially-owned subsidiary of Titan or, following termination of the CompanyConsultant’s Confidential Information and other legitimate business interests and to reduce the likelihood of irreparable damage which would occur engagement, however caused, any employee or consultant who was in the event such information is provided to or used by a competitor employ of the Company. Notwithstanding Corporation or any of its wholly-owned or partially-owned subsidiaries during the foregoing, Executive twelve (12) months preceding termination (c) Any provision of this Amended and Restated Consulting Agreement prohibited by law in any jurisdiction shall not be deemed ineffective to have violated the extent of such prohibition without in any way invalidating or affecting the remaining provisions of this Section 9 solely by reason of his passive ownership of 10% Amended and Restated Consulting Agreement or less of the outstanding equity interests of any public entity. Executive hereby acknowledges that the geographic boundaries, scope of prohibited activities and the time duration of without invalidating or affecting the provisions of this Section 9 are reasonable Amended and are no broader than are necessary to protect Restated Consulting Agreement within those jurisdictions where not prohibited by law. (d) In the legitimate business interests of the Company. This noncompetition provision can only be revoked or modified by a writing signed by both Executive and the Chief Executive Officer of the Company, as approved by the Board, which specifically states an intent to revoke or modify this provision. Executive acknowledges event that the Company would not employ him or provide him with access geographical restrictions and time period restrictions relating to its Confidential Information but competition provided for his covenants or promises contained in this Section. The Company and Executive agree and stipulate that the agreements and covenants not to compete contained in this Section 9 hereof 11 are fair found to be unreasonable by a Court of competent jurisdiction, then the restrictive covenant applicable to competition within time periods and geographical areas shall be restricted to such boundaries and time periods as are found to be reasonable in light by such court: PROVIDED THAT if a Court of all of the facts and circumstances of the relationship between Executive and the Company; provided however, Executive and the Company are aware competent jurisdiction determines that in certain circumstances courts have refused to enforce certain terms of agreements not to compete. Therefore, in furtherance of, and not in derogation of the provisions any portion of this Section 9, the Company and Executive agree that in the event a court should decline to enforce any terms of any of the provisions of is unreasonable then this Section 9, that this Section 9 shall be deemed to be modified or reformed to restrict Executive’s competition with the Company to the maximum extent, prohibit only such actions within such time periods and geographical boundaries as to time, geography and business scope, which the court shall find enforceable; provided however, in no event shall the provisions of this Section 9 be deemed are found to be more restrictive to Executive than those contained herein. Executive agrees that during the Noncompetition Term, he shall immediately notify the Company in writing of any employment, work or business he undertakes with or on behalf of any person (including himself) or entity, whether or not for compensationreasonable and enforceable by such Court.

Non-Competition. During (a) Upon any termination of Executive’s employment hereunder, other than a termination (whether by resignation, voluntary or involuntary) in connection with a Change in Control, as a result of which the Employment Period and Bank is paying Executive benefits under Section 6 of this Agreement, Executive agrees not to compete with the Bank and/or the Company for an additional a period of one (1) year following such termination within twenty-five (25) miles of any existing branch of the termination Bank or any subsidiary of his employment the Company or within twenty-five (25) miles of any office for which the Bank, the Company or a Bank subsidiary of the Company has filed an application for regulatory approval to establish an office, determined as of the effective date of such termination, except as agreed to pursuant to a resolution duly adopted by the Company for Cause ( as described in Section 5a above) or the voluntary termination of employment by the Board. Executive (as described in Section 5c above) (the “Noncompetition Term”)agrees that during such period and within said area, cities, towns and counties, Executive agrees shall not towork for or advise, consult or otherwise serve with, directly or indirectly, either through any form of ownership entity whose business materially competes with the depository, lending or as an individual, director, officer, principal, agent, employee, employer, adviser, consultant, shareholder, partner, member or in any other individual or representative capacity whatsoever, either for his own benefit or for the benefit of any person or entity, without the prior written consent business activities of the Company (which consent may be withheld in its sole discretion), engage in any manner in the Business (as defined below) in the metropolitan areas of Houston, A▇▇▇▇▇, ▇▇▇▇▇▇ or San Antonio, Texas or any other metropolitan area in the United States where the Company owns or leases more than $10 million in gross asset value of assets as of the date of this Agreement or as of the date of termination. For purposes of this Section 9, “Business” means the acquisition, development, management, ownership, leasing Bank and/or disposition of retail shopping centers and/or any capital raising activities related thereto. Executive understands and agrees that his covenants contained in this Section 9 are being given in consideration of the numerous mutual promises and agreements contained in this Agreement between the Company and Executive, including, without limitation, those involving, employment, compensation, and Confidential Information, and in order to protect the Company’s Confidential Information . The parties hereto, recognizing that irreparable injury will result to the Bank and/or the Company, its business and other legitimate business interests and to reduce the likelihood of irreparable damage which would occur property in the event of Executive’s breach of this Subsection 11(a) agree that in the event of any such information breach by Executive, the Bank and/or the Company will be entitled, in addition to any other remedies and damages available, to an injunction to restrain the violation hereof by Executive, Executive’s partners, agents, servants, employers, employees and all persons acting for or with Executive. Executive represents and admits that Executive’s experience and capabilities are such that Executive can obtain employment in a business engaged in other lines and/or of a different nature than the Bank and/or the Company, and that the enforcement of a remedy by way of injunction will not prevent Executive from earning a livelihood. Nothing herein will be construed as prohibiting the Bank and/or the Company from pursuing any other remedies available to the Bank and/or the Company for such breach or threatened breach, including the recovery of damages from Executive. (b) Executive recognizes and acknowledges that the knowledge of the business activities and plans for business activities of the Bank and affiliates thereof, as it may exist from time to time, is a valuable, special and unique asset of the business of the Bank. Executive will not, during or after the term of his employment, disclose any knowledge of the past, present, planned or considered business activities of the Bank or affiliates thereof to any person, firm, corporation, or other entity for any reason or purpose whatsoever (except for such disclosure as may be required to be provided to any federal banking agency with jurisdiction over the Bank or used by a competitor of the CompanyExecutive). Notwithstanding the foregoing, Executive shall may disclose any knowledge of banking, financial and/or economic principles, concepts or ideas which are not be deemed to have violated this Section 9 solely by reason of his passive ownership of 10% or less and exclusively derived from the business plans and activities of the outstanding equity interests Bank, and Executive may disclose any information regarding the Bank or the Company which is otherwise publicly available. In the event of any public entity. a breach or threatened breach by Executive hereby acknowledges that the geographic boundaries, scope of prohibited activities and the time duration of the provisions of this Section 9 are reasonable and are no broader than are necessary Section, the Bank will be entitled to protect an injunction restraining Executive from disclosing, in whole or in part, the legitimate business interests knowledge of the Company. This noncompetition provision can only be revoked past, present, planned or modified by a writing signed by both Executive and the Chief Executive Officer considered business activities of the CompanyBank or affiliates thereof, as approved by the Boardor from rendering any services to any person, which specifically states an intent firm, corporation, other entity to revoke or modify this provision. Executive acknowledges that the Company would not employ him or provide him with access to its Confidential Information but for his covenants or promises contained in this Section. The Company and Executive agree and stipulate that the agreements and covenants not to compete contained in this Section 9 hereof are fair and reasonable in light of all of the facts and circumstances of the relationship between Executive and the Company; provided however, Executive and the Company are aware that in certain circumstances courts have refused to enforce certain terms of agreements not to compete. Thereforewhom such knowledge, in furtherance ofwhole or in part, and not in derogation of the provisions of this Section 9, the Company and Executive agree that in the event a court should decline to enforce any terms of any of the provisions of this Section 9, that this Section 9 shall be deemed has been disclosed or is threatened to be modified or reformed to restrict Executive’s competition with disclosed. Nothing herein will be construed as prohibiting the Company Bank from pursuing any other remedies available to the maximum extentBank for such breach or threatened breach, as to time, geography and business scope, which including the court shall find enforceable; provided however, in no event shall the provisions recovery of this Section 9 be deemed to be more restrictive to Executive than those contained herein. Executive agrees that during the Noncompetition Term, he shall immediately notify the Company in writing of any employment, work or business he undertakes with or on behalf of any person (including himself) or entity, whether or not for compensationdamages from Executive.

Non-Competition. During Executive acknowledges that he has and, while employed, will acquire unique and valuable experience with respect to the Employment Period businesses, operations, plans and for an additional period of one (1) year following the termination of his employment by the Company for Cause ( as described in Section 5a above) or the voluntary termination of employment by the Executive (as described in Section 5c above) (the “Noncompetition Term”), Executive agrees not to, directly or indirectly, either through any form of ownership or as an individual, director, officer, principal, agent, employee, employer, adviser, consultant, shareholder, partner, member or in any other individual or representative capacity whatsoever, either for his own benefit or for the benefit of any person or entity, without the prior written consent strategies of the Company (which consent may be withheld in and its sole discretion), engage in any manner in subsidiaries. Executive hereby covenants and agrees that during the Business (as defined below) in the metropolitan areas of Houston, A▇▇▇▇▇, ▇▇▇▇▇▇ or San Antonio, Texas or any other metropolitan area in the United States where the Company owns or leases more than $10 million in gross asset value of assets as of the date term of this Agreement and any period thereafter during which he is receiving payments pursuant to Subsections 7(b)(i)-(ii) and 7(c)(i)-(iv) hereof (but, in no event longer than two (2) years following Executive’s termination of employment), he will not directly or as indirectly compete with the business of the date of terminationCompany or its subsidiaries. For purposes of this Section 9Agreement, the term “Business” means compete with the acquisition, development, management, ownership, leasing and/or disposition business of retail shopping centers and/or any capital raising activities related thereto. Executive understands and agrees that his covenants contained in this Section 9 are being given in consideration of the numerous mutual promises and agreements contained in this Agreement between the Company and its subsidiaries” shall include Executive’s participation in any operations whose primary business competes with any business now conducted by the Company or its subsidiaries, includingincluding the sale or rental of menswear (including formalwear), without limitationmen’s accessories or men’s shoes at retail, those involvingthe sale or rental of occupational uniforms or other corporate wear merchandise, employmentdry cleaning, compensationor any material line of business proposed to be conducted by the Company or one or more of its subsidiaries known to Executive and with respect to which Executive devoted time as part of his employment hereunder on behalf of the Company or one or more of its subsidiaries, whether such participation is individually or as an officer, director, joint venturer, agent or holder of an interest (except as a holder of a less than 1% interest in a publicly traded entity or mutual fund) of any individual, corporation, association, partnership, joint venture or other business entity so engaged; provided, however, that passive interests held by Executive in private companies through hedge funds and Confidential Information, and in order private equity investments shall not violate this Section 9(a) so long as Executive does not have any involvement with respect to protect the Company’s Confidential Information and other legitimate business interests and any companies which could reasonably be considered to reduce the likelihood of irreparable damage which would occur in the event such information is provided to or used by be a competitor of the CompanyCompany or any of its subsidiaries (a “Competitor”), including consultation with the private equity firm, the hedge fund or any of the principals thereof, with respect to making an investment into a Competitor. Notwithstanding This non-competition covenant shall be applicable with respect to the foregoingUnited States, Canada, the United Kingdom and any other country in which Executive would be competing with the business of the Company or its subsidiaries as set forth in this Section 9(a). For the avoidance of doubt, Executive shall not be deemed to have violated violate this Section 9 solely 9(a) by reason providing services to a unit, division or subsidiary of his passive ownership of 10% an entity where such entity or less a subsidiary thereof, other than a subsidiary to which Executive is providing services, competes with a business of the outstanding equity interests of any public entity. Company or its subsidiaries so long as Executive hereby acknowledges that does not directly or indirectly provide services to the geographic boundariesunit, scope of prohibited activities and the time duration division or subsidiary of the provisions of this Section 9 are reasonable and are no broader than are necessary to protect the legitimate entity which competes with any business interests of the Company. This noncompetition provision can only be revoked Company or modified by a writing signed by both Executive one or more of its subsidiaries and does not provide services to the Chief Executive Officer entity or to any subsidiary thereof that does not complete with any business of the CompanyCompany where such services relate to, as approved by the Boardor benefit, which specifically states an intent to revoke any unit, division or modify this provision. Executive acknowledges subsidiary that the Company would not employ him or provide him with access to its Confidential Information but for his covenants or promises contained in this Section. The Company and Executive agree and stipulate that the agreements and covenants not to compete contained in this Section 9 hereof are fair and reasonable in light of all of the facts and circumstances of the relationship between Executive and the Company; provided however, Executive and the Company are aware that in certain circumstances courts have refused to enforce certain terms of agreements not to compete. Therefore, in furtherance of, and not in derogation of the provisions of this Section 9, the Company and Executive agree that in the event a court should decline to enforce any terms of any of the provisions of this Section 9, that this Section 9 shall be deemed to be modified or reformed to restrict Executive’s competition with the Company to the maximum extent, as to time, geography and business scope, which the court shall find enforceable; provided however, in no event shall the provisions of this Section 9 be deemed to be more restrictive to Executive than those contained herein. Executive agrees that during the Noncompetition Term, he shall immediately notify the Company in writing of any employment, work or business he undertakes with or on behalf of any person (including himself) or entity, whether or not for compensationso competes.

Non-Competition. During 10.1 The Executive shall not compete with the Employment Period Corporation, the Parent or any of their Affiliates, directly or indirectly. He shall not participate in any capacity whatsoever in a business that would directly or indirectly compete with the Corporation, the Parent or any of their Affiliates, including, without limitation, as an executive, director, officer, employer, principal, agent, fiduciary, administrator of another's property, associate, independent contractor, franchisor, franchisee, distributor or consultant unless such participation is fully disclosed to the Board and approved in writing in advance. In addition, the Executive shall not have any interest whatsoever in such an enterprise, including, without limitation, as owner, shareholder, partner, limited partner, lender or silent partner. This noncompetition covenant is limited as follows: (a) As to the time period, to the duration of the Executive's employment and for an additional a period of one (1) year years following the date of termination of his employment employment; (b) As to the geographical area, the territory in which a specific product had been actively exploited by the Company for Cause ( as described in Section 5a aboveCorporation, the Parent and/or their Affiliates during the period of Executive’s employment; (c) As to the nature of the activities, to duties or the voluntary termination of employment activities which are identical or substantially similar to those performed or carried on by the Executive at or during Executive’s employment. 10.2 The foregoing stipulation shall nevertheless not prevent the Executive from buying or holding shares or other securities of a corporation or entity other than the Corporation or the Parent whose securities are publicly traded on a recognized stock exchange where the securities so held by the Executive do not represent more than five percent (as described 5%) of the voting shares of such other corporation or entity and do not allow for its control. 10.3 The Executive also undertakes, for the same period and in Section 5c above) (respect of the “Noncompetition Term”same territory referred to hereinabove in subsections 10.1(a), Executive agrees (b) and (c), not toto solicit clients or do anything whatsoever to induce or to lead any person to end, directly or indirectly, either through any form of ownership or as an individual, director, officer, principal, agent, employee, employer, adviser, consultant, shareholder, partner, member in whole or in part, business relations with the Corporation, the Parent or any other individual or representative capacity whatsoeverof their Affiliates. 10.4 The Executive also undertakes, either for his own benefit or for the benefit of any person or entity, without the prior written consent same period and in respect of the Company (which consent may be withheld same territory referred to hereinabove in its sole discretionsubsections 10.1(a), engage in any manner (b) and (c), not to induce, attempt to induce or otherwise interfere in the Business (as defined below) in relations which the metropolitan areas of HoustonCorporation, A▇▇▇▇▇, ▇▇▇▇▇▇ or San Antonio, Texas the Parent or any of their Affiliates has with their distributors, suppliers, representatives, agents and other metropolitan area parties with whom any of them deals. 10.5 The Executive also undertakes, for the same period and in the United States where the Company owns or leases more than $10 million in gross asset value of assets as respect of the date of this Agreement same territory referred to in subsections 10.1(a), (b) and (c), not to induce, attempt to induce or as otherwise solicit the personnel of the date Corporation, the Parent or their Affiliates to leave their employment with the Corporation, the Parent or any of termination. For purposes of this Section 9, “Business” means their Affiliates nor to hire the acquisition, development, management, ownership, leasing and/or disposition of retail shopping centers and/or any capital raising activities related thereto. Executive understands and agrees that his covenants contained in this Section 9 are being given in consideration personnel of the numerous mutual promises and agreements contained Corporation, the Parent or any of their Affiliates for any enterprise in this Agreement between which the Company and Executive, including, without limitation, those involving, employment, compensation, and Confidential Information, and in order to protect the Company’s Confidential Information and other legitimate business interests and to reduce the likelihood of irreparable damage which would occur in the event such information is provided to or used by a competitor of the Company. Notwithstanding the foregoing, Executive shall not be deemed to have violated this Section 9 solely by reason of his passive ownership of 10% or less of the outstanding equity interests of any public entity. has an interest. 10.6 The Executive hereby acknowledges that the geographic boundaries, scope of prohibited activities and the time duration of the provisions of this Section 9 10 are reasonable limited as to the time period, the geographic area and are no broader than are the nature of the activities to what the parties deem necessary to protect the legitimate business interests of the Company. This noncompetition provision can only be revoked or modified by a writing signed by both Corporation, the Parent and their Affiliates, while allowing the Executive and the Chief Executive Officer of the Company, as approved by the Board, which specifically states an intent to revoke or modify this provision. Executive acknowledges that the Company would not employ him or provide him with access to its Confidential Information but for earn his covenants or promises contained in this Section. The Company and Executive agree and stipulate that the agreements and covenants not to compete contained living. 10.7 Nothing in this Section 9 hereof are fair and reasonable in light of all 10 shall operate to reduce or extinguish the obligations of the facts and circumstances Executive arising at law or under this contract which survive at the termination of the relationship between Executive and the Company; provided however, Executive and the Company are aware that this Agreement in certain circumstances courts have refused to enforce certain terms reason of agreements not to compete. Thereforetheir nature and, in furtherance ofparticular, and not in derogation of without limiting the provisions of this Section 9foregoing, the Company Executive's duty of loyalty and Executive agree that in the event a court should decline obligation to enforce any terms of any of the provisions of this Section 9act faithfully, that this Section 9 shall be deemed to be modified or reformed to restrict Executive’s competition with the Company to the maximum extent, as to time, geography honestly and business scope, which the court shall find enforceable; provided however, in no event shall the provisions of this Section 9 be deemed to be more restrictive to Executive than those contained herein. Executive agrees that during the Noncompetition Term, he shall immediately notify the Company in writing of any employment, work or business he undertakes with or on behalf of any person (including himself) or entity, whether or not for compensationethically.

Non-Competition. During (a) From the Employment Period and for an additional period Closing Date until the fourth anniversary of one (1) year following the termination of his employment by the Company for Cause ( as described in Section 5a above) or the voluntary termination of employment by the Executive (as described in Section 5c above) Closing Date (the “Noncompetition TermRestricted Period”), Executive agrees without Buyer’s consent, Seller shall not, and shall cause each of its Subsidiaries (Seller and its Subsidiaries, the “Restricted Party”) not to, directly or indirectlyindirectly (including by means of management, advisory, operating, or similar agreements or arrangements or by any record or beneficial equity interest, either through any form of ownership or as an individual, director, officer, a principal, agenttrustee, employee, employer, adviser, consultant, shareholderstockholder, partner, member joint venture or otherwise, in any Person), engage in a business that competes with the Business, for their own account or for any other Person, in any country or other geographic location in which the Longhorn Entities operate the Business or otherwise had sales immediately prior to the Closing or any other country or geographic location in which the Longhorn Entities planned to operate the Business as of the Closing Date (the “Restricted Business”); provided, however, that nothing in this Agreement or in the definition of Restricted Business shall prohibit or in any other individual way restrict the Restricted Party’s ability to: (i) engage in the Restricted Business to the extent necessary to perform its duties under this Agreement; (ii) make or representative capacity whatsoever, either maintain passive investments of less than five percent of the outstanding equity securities in any entity engaged in the Restricted Businesses listed for his trading on any recognized securities exchange or in the over-the-counter markets; (iii) own benefit or for the benefit an equity interest of any other Person engaged in the Restricted Business acquired as a creditor in bankruptcy other than by a voluntary investment decision; or (iv) acquire the assets or capital stock or other equity interests of any other Person engaged in the Restricted Business, provided, however, that the net sales attributable to the Restricted Business conducted by such person accounts for less than 25% of the net sales of such person for its most recently completed fiscal year. (b) The Parties agree that this covenant is personal to Buyer and Buyer may not assign or entityotherwise transfer this covenant, in whole or in part, to any Person other than to other Affiliates of Buyer. During the Restricted Period, Seller shall not, and shall cause each of its Subsidiaries not to, without the prior written consent of Buyer, directly or indirectly, induce or attempt to induce any customer, reseller, retailer, distributor, supplier, licensee or other Person to cease doing business with Buyer or the Company (which consent may be withheld in its sole discretion), engage Longhorn Entities or in any manner way interfere with the relationship between any such customer, reseller, retailer, distributor, supplier, licensee or other Person and Buyer or the Longhorn Entities. (c) Seller agrees that any remedy at law for any breach by it or its Affiliates of Section 9.6(a) or (b) would be inadequate, and Buyer shall be entitled to injunctive or other equitable relief in the Business (as defined below) such case in the metropolitan areas of Houston, A▇▇▇▇▇, ▇▇▇▇▇▇ or San Antonio, Texas or addition to any other metropolitan area right Buyer may have, whether at law or in the United States where the Company owns or leases more than $10 million in gross asset value of assets as of the date of this Agreement or as of the date of terminationequity. For purposes of this Section 9, “Business” means the acquisition, development, management, ownership, leasing and/or disposition of retail shopping centers and/or any capital raising activities related thereto. Executive understands and agrees Each party intends that his covenants contained in this Section 9 are being given in consideration of the numerous mutual promises and agreements contained in this Agreement between the Company and Executive, including, without limitation, those involving, employment, compensation, and Confidential Information, and in order to protect the Company’s Confidential Information and other legitimate business interests and to reduce the likelihood of irreparable damage which would occur in the event such information is provided to or used by a competitor of the Company. Notwithstanding the foregoing, Executive shall not be deemed to have violated this Section 9 solely by reason of his passive ownership of 10% or less of the outstanding equity interests of any public entity. Executive hereby acknowledges that the geographic boundaries, scope of prohibited activities and the time duration of the provisions of this Section 9 are reasonable and are no broader than are necessary to protect 9.6 be enforced under the legitimate business interests laws applied in each jurisdiction in which enforcement is sought. If any provision of the Company. This noncompetition provision can only this Section 9.6 shall be revoked or modified held by a writing signed by both Executive and the Chief Executive Officer court of the Companycompetent jurisdiction to be invalid or unenforceable, as approved by the Board, which specifically states an intent to revoke or modify this provision. Executive acknowledges that the Company would not employ him or provide him with access to its Confidential Information but for his covenants or promises contained in this Section. The Company and Executive agree and stipulate that the agreements and covenants not to compete contained in this Section 9 hereof are fair and reasonable in light 9.6 shall be amended to revise the scope of all of the facts and circumstances of the relationship between Executive and the Company; provided howeversuch provision to make it enforceable, Executive and the Company are aware that in certain circumstances courts have refused if possible, or, if not possible, to enforce certain terms of agreements not to compete. Thereforedelete such provision, in furtherance ofeither case, and not in derogation of without affecting the other or remaining provisions of this Section 9, the Company and Executive agree that in the event a court should decline to enforce any terms 9.6 or this Agreement. Any invalidity or unenforceability of any of the provisions provision of this Section 9, 9.6 in a jurisdiction will not affect the validity or enforceability of that this Section 9 shall be deemed to be modified or reformed to restrict Executive’s competition with the Company to the maximum extent, as to time, geography and business scope, which the court shall find enforceable; provided however, provision in no event shall the provisions of this Section 9 be deemed to be more restrictive to Executive than those contained herein. Executive agrees that during the Noncompetition Term, he shall immediately notify the Company in writing of any employment, work or business he undertakes with or on behalf of any person (including himself) or entity, whether or not for compensationother jurisdiction.

Non-Competition. During (a) The Executive acknowledges that the Employment Period special relationship of trust and confidence between him, the Bank, and its clients and customers creates a high risk and opportunity for an additional period the Executive to misappropriate the relationship and goodwill existing between the Bank and its clients and customers. The Executive further acknowledges and agrees that it is fair and reasonable for the Bank to take steps to protect itself from the risk of one (1) year following such misappropriation. The Executive further acknowledges that, at the termination outset of his employment by with the Company for Cause ( as described in Section 5a above) or Bank and/or throughout his employment with the voluntary termination of employment by Bank, the Executive will be provided with access to and informed of the Bank’s and the Holding Company’s Proprietary Information, which will enable him to benefit from the Bank’s and Holding Company’s goodwill and know-how. (b) The Executive acknowledges that it would be inevitable in the performance of his duties as described in Section 5c above) (the “Noncompetition Term”), Executive agrees not to, directly or indirectly, either through any form of ownership or as an individual, a director, officer, principal, agent, employee, employerinvestor, adviseragent or consultant of any person, consultantassociation, shareholderentity, partneror company which competes with the Bank or Holding Company, member or in any other individual which intends to or representative capacity whatsoevermay compete with the Bank or Holding Company, either for his own benefit to disclose and/or use the Bank’s and Holding Company’s Proprietary Information, as well as to misappropriate the Bank’s and Holding Company’s goodwill and know-how, to or for the benefit of any person such other person, association, entity, or entitycompany. The Executive also acknowledges that, in exchange for the execution of the non-solicitation restriction set forth in this Section 10, he has received substantial, valuable consideration. The Executive further acknowledges and agrees that this consideration constitutes fair and adequate consideration for the execution of the non-solicitation restriction set forth in this Section 10. (c) Ancillary to the enforceable promises set forth in this Agreement, as well as to protect the vital interests described in this Section 10, the Executive agrees that during the Term of Employment (the “Non-Compete Period”), the Executive will not, without the prior written consent of the Company Bank’s full Board of Directors, directly or indirectly, alone or for his own account, or as owner, partner, investor, member, trustee, officer, director, shareholder, employee, consultant, distributor, advisor, representative or agent of any partnership, joint venture, corporation, trust, or other business organization or entity, (which consent may be withheld in its sole discretioni) solicit the banking business of any current customers of the Bank; (ii) acquire, charter, operate or enter into any franchise or other management agreement with any financial institution; (iii) serve as an officer, director, employee, agent or consultant to any financial institution; or (iv) establish or operate a branch or other office of a financial institution; for purposes of clauses (ii), engage in (iii) and (iv) above, such limitation shall apply to any manner in the Business financial institution that has a main office, branch or loan production office within a fifty (as defined below50) in the metropolitan areas of Houston, A▇▇▇▇▇, ▇▇▇▇▇▇ or San Antonio, Texas or any other metropolitan area in the United States where the Company owns or leases more than $10 million in gross asset value of assets as mile radius of the date of this Agreement or as main office of the date of termination. For purposes of this Section 9, “Business” means the acquisition, development, management, ownership, leasing and/or disposition of retail shopping centers and/or any capital raising activities related thereto. Executive understands and agrees that his covenants contained in this Section 9 are being given in consideration of the numerous mutual promises and agreements contained in this Agreement between the Company and Executive, including, without limitation, those involving, employment, compensation, and Confidential Information, and in order to protect the Company’s Confidential Information and other legitimate business interests and to reduce the likelihood of irreparable damage which would occur in the event such information is provided to or used by a competitor of the Company. Notwithstanding the foregoing, Executive shall not be deemed to have violated this Section 9 solely by reason of his passive ownership of 10% or less of the outstanding equity interests of any public entity. Executive hereby acknowledges that the geographic boundaries, scope of prohibited activities and the time duration of the provisions of this Section 9 are reasonable and are no broader than are necessary to protect the legitimate business interests of the Company. This noncompetition provision can only be revoked or modified by a writing signed by both Executive and the Chief Executive Officer of the Company, as approved by the Board, which specifically states an intent to revoke or modify this provision. Executive acknowledges that the Company would not employ him or provide him with access to its Confidential Information but for his covenants or promises contained in this Section. The Company and Executive agree and stipulate that the agreements and covenants not to compete contained in this Section 9 hereof are fair and reasonable in light of all of the facts and circumstances of the relationship between Executive and the Company; provided however, Executive and the Company are aware that in certain circumstances courts have refused to enforce certain terms of agreements not to compete. Therefore, in furtherance of, and not in derogation of the provisions of this Section 9, the Company and Executive agree that in the event a court should decline to enforce any terms of any of the provisions of this Section 9, that this Section 9 shall be deemed to be modified or reformed to restrict Executive’s competition with the Company to the maximum extent, as to time, geography and business scope, which the court shall find enforceable; provided however, in no event shall the provisions of this Section 9 be deemed to be more restrictive to Executive than those contained herein. Executive agrees that during the Noncompetition Term, he shall immediately notify the Company in writing of any employment, work or business he undertakes with or on behalf of any person (including himself) or entity, whether or not for compensationBank.

Non-Competition. During Executive hereby acknowledges and agrees that, during the Employment Period course of employment, Executive has become familiar with and involved in all aspects of the business and operations of the Employer. Executive hereby covenants and agrees that for an additional period of one four (14) year following years after the termination of his employment by the Company for Cause ( as described in Section 5a above) or the voluntary termination of employment by the Executive (as described in Section 5c above) Effective Time (the “Noncompetition TermRestricted Period”), Executive agrees shall not, without the prior approval of a majority of the Company’s board of directors (Executive not toparticipating), directly or indirectly, either through in any form of ownership or capacity (whether as an individuala proprietor, owner, agent, officer, director, officershareholder, organizer, partner, principal, agentmanager, member, employee, employercontractor, adviserconsultant or otherwise) own, consultantmanage or control or participate in the ownership, shareholdermanagement or control, partneror perform services that are the same as or substantially to those services provided by Executive to the Bank Entities twelve (12) months prior to the cessation of Executive’s employment by the Bank Entities to, member any Competitive Business or to any Person that is attempting to form or acquire a Competitive Business if such Competitive Business operates, or is planning to operate, any office, branch or other facility (in any other individual case, a “Branch”) that is (or representative capacity whatsoever, either for his own benefit is proposed to be) located within a fifty (50) mile radius of the Bank Entities’ headquarters or for the benefit within a twenty-five (25) mile radius of any person or entity, without the prior written consent Branch office of the Company Bank Entities that is in existence immediately prior to the cessation of Executive’s employment by the Bank Entities. Notwithstanding any provision hereof to the contrary, this Section 7.1 does not restrict Executive’s right to (which consent may be withheld in its sole discretion), engage in a) own or acquire securities of any manner in entity that files periodic reports with the Business (as defined belowSecurities and Exchange Commission under Section 13 or 15(d) in the metropolitan areas of Houston, A▇▇▇▇▇, ▇▇▇▇▇▇ or San Antonio, Texas or any other metropolitan area in the United States where the Company owns or leases more than $10 million in gross asset value of assets as of the date Securities Exchange Act of this Agreement or 1934, as of amended (the date of termination. For purposes of this Section 9, “Business” means the acquisition, development, management, ownership, leasing and/or disposition of retail shopping centers and/or any capital raising activities related thereto. Executive understands and agrees Exchange Act”); provided that his covenants contained in this Section 9 are being given in consideration of the numerous mutual promises and agreements contained in this Agreement between the Company and Executive, including, without limitation, those involving, employment, compensation, and Confidential Information, and in order to protect the Company’s Confidential Information and other legitimate business interests and to reduce the likelihood of irreparable damage which would occur in the event such information is provided to or used by a competitor of the Company. Notwithstanding the foregoing, Executive shall not be deemed to have violated this Section 9 solely by reason of his passive total ownership of 10% or constitutes less than two percent (2%) of the outstanding equity interests securities of such entity; (b) to own, or during the Restricted Period to maintain ownership of (but not to acquire ownership of), passive investments in securities of any public entity. Executive hereby acknowledges entity that does not file periodic reports with the geographic boundaries, scope of prohibited activities Securities and the time duration Exchange Commission under Section 13 or 15(d) of the provisions of this Section 9 are reasonable and are no broader Exchange Act; provided that his total ownership constitutes less than are necessary to protect the legitimate business interests five percent (5%) of the outstanding securities of such company or (c) to serve as a director of Westminster American Insurance Company. This noncompetition provision can only be revoked or modified by a writing signed by both Executive and the Chief Executive Officer of the Company, as approved by the Board, which specifically states an intent to revoke or modify this provision. Executive acknowledges that the Company would not employ him or provide him with access to its Confidential Information but for his covenants or promises contained in this Section. The Company and Executive agree and stipulate that the agreements and covenants not to compete contained in this Section 9 hereof are fair and reasonable in light of all of the facts and circumstances of the relationship between Executive and the Company; provided however, Executive and the Company are aware that in certain circumstances courts have refused to enforce certain terms of agreements not to compete. Therefore, in furtherance of, and not in derogation of the provisions of this Section 9, the Company and Executive agree that in the event a court should decline to enforce any terms of any of the provisions of this Section 9, that this Section 9 shall be deemed to be modified or reformed to restrict Executive’s competition with the Company to the maximum extent, as to time, geography and business scope, which the court shall find enforceable; provided however, in no event shall the provisions of this Section 9 be deemed to be more restrictive to Executive than those contained herein. Executive agrees that during the Noncompetition Term, he shall immediately notify the Company in writing of any employment, work or business he undertakes with or on behalf of any person (including himself) or entity, whether or not for compensation.

Non-Competition. During the Employment Period and (a) Except as otherwise provided in this Agreement, for an additional a period of one five (15) year following years after the termination Contribution Closing Date, the Contributor Parties shall not, and shall cause each of his employment by the Company for Cause ( as described in Section 5a above) or the voluntary termination of employment by the Executive (as described in Section 5c above) (the “Noncompetition Term”), Executive agrees not totheir respective Subsidiaries to not, directly or indirectly, either through engage in, or acquire an equity interest in, or provide debt financing to any form of ownership or as an individualPerson who is engaged in, director, officer, principal, agent, employee, employer, adviser, consultant, shareholder, partner, member or in any other individual or representative capacity whatsoever, either for his own benefit or for the benefit of any person or entity, without the prior written consent of the Company (which consent may be withheld in its sole discretion), engage in any manner in the Restricted Business (as defined below) in the metropolitan areas of Houston, A▇▇▇▇▇, ▇▇▇▇▇▇ or San Antonio, Texas or any other metropolitan area in the United States where (the Company owns or leases more than $10 million “Restricted Territory”). Nothing in gross asset value of assets as of the date of this Agreement or as of the date of termination. For purposes of this Section 9, “Business” means the acquisition, development, management, ownership, leasing and/or disposition of retail shopping centers and/or any capital raising activities related thereto. Executive understands and agrees that his covenants contained in this Section 9 are being given in consideration of the numerous mutual promises and agreements contained in this Agreement between the Company and Executive, including, without limitation, those involving, employment, compensation, and Confidential Information, and in order to protect the Company’s Confidential Information and other legitimate business interests and to reduce the likelihood of irreparable damage which would occur in the event definition of Restricted Business shall prohibit or in any way restrict any ETP Entity from: (i) acquiring or owning equity securities in Acquirer or otherwise entering into or exercising any rights of such information is provided ETP Entity pursuant to the ETP CRSA or used by a competitor of the Company. Notwithstanding the foregoing, Executive shall not be deemed to have violated this Section 9 solely by reason of his passive ownership of 10acquiring or owning less than 5% or less of the outstanding voting power of any other publicly traded Person, including if such Person is a Restricted Business; (ii) performing its obligations under the Transaction Agreements; or (iii) acquiring the assets or capital stock or other equity interests of any public entity. Executive hereby acknowledges Person which is engaged in the Restricted Business (“Acquired Company”) if, in its last full fiscal year prior to such acquisition, the consolidated revenues of such Acquired Company from the Restricted Business in the Restricted Territory was less than twenty-five percent (25%) of the aggregate consolidated revenues of such Acquired Company; provided, however, that if an ETP Entity acquires an Acquired Company with consolidated revenues from the Restricted Business in the Restricted Territory greater than ten percent (10%) of the aggregate consolidated revenues of such Acquired Company, such ETP entity shall (A) provide Acquirer the exclusive opportunity, for a period of forty-five (45) days following the closing of such acquisition, to negotiate the purchase of such portion of such business that is engaged in the Restricted Business and (B) if such ETP Entity and Acquirer do not enter into an agreement with respect to Acquirer’s purchase of such portion of such business within such forty-five (45)-day period, divest such portion of such business within nine (9) months of the acquisition. (iv) owning or operating Propane Group Assets retained by an ETP Entity in connection with the exercise of the ETP Retention Option in accordance with Section 5.29(b); provided, however, that such ETP Entity agrees to divest such Propane Group Assets within two (2) years of the Contribution Closing Date (or such lesser time that may be required pursuant to an order by a Governmental Authority under any Regulatory Law). (b) The Contributor Parties agree that the duration and geographic boundaries, scope of prohibited activities the non-competition provision set forth in this Section 5.11 are reasonable. In the event that any court determines that the duration or geographic scope of the restrictions set forth in this Section 5.11, or both, is unreasonable and that such provision is to that extent unenforceable, the Parties agree that the provision shall remain in full force and effect for the greatest time duration period and in the greatest area that would not render it unenforceable. The Parties intend that this non-competition provision shall be deemed to be a series of separate covenants, one for each and every county of each and every state of the United States of America. Additionally, because of the difficulty of measuring economic losses to Acquirer as a result of a breach of this Section 5.11, and because of the immediate and irreparable damage that could be caused to Acquirer for which it may not have any other adequate remedy, the Contributor Parties agree that Acquirer may seek to enforce the provisions of this Section 9 are reasonable 5.11 by seeking to obtain injunctions, restraining orders and are no broader than are necessary other equitable actions pursuant to protect the legitimate business interests of the Company. This noncompetition provision can only be revoked or modified by a writing signed by both Executive and the Chief Executive Officer of the Company, as approved by the Board, which specifically states an intent to revoke or modify this provision. Executive acknowledges that the Company would not employ him or provide him with access to its Confidential Information but for his covenants or promises contained in this Section. The Company and Executive agree and stipulate that the agreements and covenants not to compete contained in this Section 9 hereof are fair and reasonable in light of all of the facts and circumstances of the relationship between Executive and the Company; provided however, Executive and the Company are aware that in certain circumstances courts have refused to enforce certain terms of agreements not to compete. Therefore, in furtherance of, and not in derogation of the provisions of this Section 9, the Company and Executive agree that in the event a court should decline to enforce any terms of any of the provisions of this Section 9, that this Section 9 shall be deemed to be modified or reformed to restrict Executive’s competition with the Company to the maximum extent, as to time, geography and business scope, which the court shall find enforceable; provided however, in no event shall the provisions of this Section 9 be deemed to be more restrictive to Executive than those contained herein. Executive agrees that during the Noncompetition Term, he shall immediately notify the Company in writing of any employment, work or business he undertakes with or on behalf of any person (including himself) or entity, whether or not for compensation9.4.

Non-Competition. During For the Employment Period Restricted Period, Parent and for an additional period the Sellers shall not, and shall not permit any of one (1) year following the termination of his employment by the Company for Cause ( as described in Section 5a above) or the voluntary termination of employment by the Executive (as described in Section 5c above) (the “Noncompetition Term”), Executive agrees not other Restricted Seller Parties to, directly or indirectly, either through any form of ownership operate or as an individual, director, officer, principal, agent, employee, employer, adviser, consultant, shareholder, partner, member or in any other individual or representative capacity whatsoever, either for his own benefit or for the benefit of any person or entity, without the prior written consent of the Company (which consent may be withheld in its sole discretion), engage in any manner business or enterprise that is engaged in providing contracted physical, occupational and speech-language therapy services to third-party (i) skilled nursing facilities, (ii) assisted living and senior care centers, (iii) pediatric centers or (iv) continuing care retirement communities (each, a “Restricted Line of Business”) within the Business (as defined below) in United States; provided, however, the metropolitan areas of Houston, A▇▇▇▇▇, ▇▇▇▇▇▇ or San Antonio, Texas Sellers or any other metropolitan area Restricted Seller Parties may operate or engage in any Restricted Line of Business in connection with any (i) business that is acquired after the United States where date hereof but prior to the Company owns or leases more than $10 million in gross asset value of assets as expiration of the date Restricted Period as a result of this Agreement any acquisition of any Person consummated by the Sellers or as any of their Affiliates and (ii) current or future hospital joint venture of the date Sellers or their Affiliates to the extent such operation or engagement in such Restricted Line of termination. For purposes Business is ancillary to the business of this Section 9, “Business” means the acquisition, development, management, ownership, leasing and/or disposition of retail shopping centers and/or any capital raising activities related thereto. Executive understands such joint venture and agrees conducted in a manner that his covenants contained in this Section 9 are being given in consideration of the numerous mutual promises and agreements contained in this Agreement between the Company and Executive, including, without limitation, those involving, employment, compensation, and Confidential Information, and in order to protect the Company’s Confidential Information and other legitimate business interests and to reduce the likelihood of irreparable damage which would occur in the event such information is provided to consistent with past or used by a competitor of the Companycurrent practice. Notwithstanding the foregoing, Executive shall not be deemed solely in respect of clause (i) above, to have violated this Section 9 solely by reason the extent such operation or engagement in such Restricted Line of his passive ownership of 10Business (x) exceeds 50% or less of the outstanding equity interests acquired Person’s total revenues for the last reportable twelve-month period prior to the date of acquisition (“TTM Revenue”), no Seller or any Affiliate thereof may consummate the proposed acquisition without obtaining the Buyer’s prior written consent (which may be withheld and/or conditioned by the Buyer in the Buyer’s sole discretion) to the consummation of such acquisition, and (y) (A) generates $25,000,000 or more of the acquired Person’s TTM Revenue, or (B) exceeds 20% of the acquired Person’s TTM Revenue, the Sellers shall (and/or shall cause their Affiliates to) use commercially reasonable efforts to dispose of the Restricted Line of Business within one (1) year of the date of acquisition; provided, that with respect to this clause (y), if Select conducts a competitive auction in order to dispose of the Restricted Line of Business, Select will provide notice of any public entity. Executive hereby acknowledges that such auction and shall provide the geographic boundariesBuyer with the opportunity, scope of prohibited activities and subject to the time duration of the provisions of this Section 9 are reasonable and are no broader than are necessary to protect the legitimate business interests of the Company. This noncompetition provision can only be revoked or modified by Buyer entering into a writing signed by both Executive and the Chief Executive Officer of the Company, as approved by the Board, which specifically states an intent to revoke or modify this provision. Executive acknowledges that the Company would not employ him or provide him customary confidentiality agreement with access to its Confidential Information but for his covenants or promises contained in this Section. The Company and Executive agree and stipulate that the agreements and covenants not to compete contained in this Section 9 hereof are fair and reasonable in light of all of the facts and circumstances of the relationship between Executive and the Company; provided however, Executive and the Company are aware that in certain circumstances courts have refused to enforce certain terms of agreements not to compete. Therefore, in furtherance of, and not in derogation of the provisions of this Section 9, the Company and Executive agree that in the event a court should decline to enforce Select covering any terms of any of the provisions of this Section 9, that this Section 9 shall be deemed confidential information to be modified or reformed furnished by Select with respect to restrict Executive’s competition with the Company such Restricted Line of Business, to the maximum extent, as to time, geography and business scope, which the court shall find enforceable; provided however, participate in no event shall the provisions of this Section 9 be deemed to be more restrictive to Executive than those contained herein. Executive agrees that during the Noncompetition Term, he shall immediately notify the Company in writing of any employment, work or business he undertakes with or on behalf of any person (including himself) or entity, whether or not for compensationsuch auction.

Non-Competition. During the Employment Period and for an additional (a) For a period of one two (12) year following years commencing on the termination of his employment by the Company for Cause ( as described in Section 5a above) or the voluntary termination of employment by the Executive (as described in Section 5c above) Closing Date (the “Noncompetition TermRestricted Period”), Executive agrees Seller Parent shall not, and shall not permit any other Restricted Party to, directly or indirectly, either through (i) engage in the Exploitation of any form of ownership (A) intravenous small molecule anti-hypertensive agent, (B) intravenous small molecule antiplatelet agent or (C) intravenous direct thrombin inhibitor anywhere in the world (the “Restricted Business”) or (ii) have an interest in any Person that engages directly or indirectly in the Restricted Business in any capacity, including as an individuala partner, directorshareholder, officermember, principal, agent, employeetrustee or consultant; provided, employerhowever, adviserthat, consultantnotwithstanding the foregoing, shareholder, partner, member this Section 9.10(a) shall not prohibit Seller Parent or in any other individual Restricted Party or representative capacity whatsoever, either for his own benefit any of their respective Affiliates from (i) acquiring or for the benefit owning securities of a Person whose securities are publicly traded on a recognized securities exchange or quotation system representing not in excess of five percent (5%) of any person or entityclass of such securities; (ii) after giving effect to the Transactions, without the prior written consent of the Company (which consent may be withheld in its sole discretion), continuing to engage in any manner in the Business (as defined below) in the metropolitan areas of Houston, A▇▇▇▇▇, ▇▇▇▇▇▇ or San Antonio, Texas business currently conducted by any Restricted Party or any other metropolitan area of their respective Affiliates, whether or not any one or more products or services associated with such business activities might be deemed to be competitive in some manner with the United States where Restricted Business, including, for the Company owns or leases more than $10 million in gross asset value avoidance of assets as doubt, the Exploitation of the date products and product candidates of Seller Parent and its Subsidiaries other than the Products and the utilization of the Excluded Assets, but excluding the development or commercialization of any product candidate competitive in some manner with the Restricted Business, it being understood and agreed that the product candidates set forth on Schedule 9.10 are not competitive with the Restricted Business; (iii) purchasing products or services from, or selling products or services to, or otherwise engaging in a subcontracting or commercial relationship with, an entity that is engaged in a Restricted Business; (iv) performing its obligations under this Agreement or as any Ancillary Agreement or otherwise taking actions in connection with the winding up of the date Business; (v) acquiring any Person (or any interest therein), including through the creation of terminationany joint venture or partnership, that engages, directly or indirectly, in a Restricted Business, if (x) in its last full fiscal year prior to such acquisition, the consolidated revenues of such Person from the Restricted Business constituted less than twenty percent (20%) of the total consolidated revenues of such Person, or (y) in its last full fiscal year prior to such acquisition, the consolidated revenues of such Person from the Restricted Business constituted less than thirty-five percent (35%) of the total consolidated revenues of such Person and, following such acquisition, the applicable Restricted Party uses, until the expiration of the Restricted Period, reasonable best efforts to sell that portion of the business of such Person as constitutes a Restricted Business; or (vi) acquiring rights to any product (whether by purchase, license or otherwise) that may be used in a Restricted Business, as long as either such product is not so employed or is a product that falls within the exception set forth in clause (v) of this sentence as if any such product was an acquired Person for purposes of such clause (v). For purposes the avoidance of doubt, this Section 9.10(a) shall not bind any purchaser of all or substantially all of Seller Parent’s capital stock or assets, whether by merger, asset sale, stock sale or otherwise. (b) Seller Parent acknowledges that a breach or threatened breach of this Section 99.10 would give rise to irreparable harm to Buyer, “Business” means the acquisitionfor which monetary damages would not be an adequate remedy, development, management, ownership, leasing and/or disposition of retail shopping centers and/or any capital raising activities related thereto. Executive understands and hereby agrees that his in the event of a breach or a threatened breach by Seller Parent of any such obligations, Buyer shall, in addition to any and all other rights and remedies that may be available to it in respect of such breach, be entitled to equitable relief, including a temporary restraining order, an injunction, specific performance and any other relief that may be available from a court of competent jurisdiction (without any requirement to post bond or prove damages). (c) Seller Parent acknowledges that the restrictions contained in this Section 9.10 are reasonable and necessary to protect the legitimate interests of Buyer and constitute a material inducement to Buyer to enter into this Agreement and consummate the Transactions. In the event that any covenant contained in this Section 9.10 should ever be adjudicated to exceed the time, geographic, product or service or other limitations permitted by applicable Law in any jurisdiction, then any court is expressly empowered to reform such covenant, and such covenant shall be deemed reformed, in such jurisdiction to the maximum time, geographic, product or service or other limitations permitted by applicable Law. The covenants contained in this Section 9 9.10 and each provision hereof are being given in consideration severable and distinct covenants and provisions. The invalidity or unenforceability of any such covenant or provision as written shall not invalidate or render unenforceable the numerous mutual promises and agreements contained in this Agreement between the Company and Executive, including, without limitation, those involving, employment, compensationremaining covenants or provisions hereof, and Confidential Information, and any such invalidity or unenforceability in order to protect the Company’s Confidential Information and other legitimate business interests and to reduce the likelihood of irreparable damage which would occur in the event such information is provided to or used by a competitor of the Company. Notwithstanding the foregoing, Executive any jurisdiction shall not be deemed to have violated this Section 9 solely by reason of his passive ownership of 10% invalidate or less of the outstanding equity interests of render unenforceable such covenant or provision in any public entity. Executive hereby acknowledges that the geographic boundaries, scope of prohibited activities and the time duration of the provisions of this Section 9 are reasonable and are no broader than are necessary to protect the legitimate business interests of the Company. This noncompetition provision can only be revoked or modified by a writing signed by both Executive and the Chief Executive Officer of the Company, as approved by the Board, which specifically states an intent to revoke or modify this provision. Executive acknowledges that the Company would not employ him or provide him with access to its Confidential Information but for his covenants or promises contained in this Section. The Company and Executive agree and stipulate that the agreements and covenants not to compete contained in this Section 9 hereof are fair and reasonable in light of all of the facts and circumstances of the relationship between Executive and the Company; provided however, Executive and the Company are aware that in certain circumstances courts have refused to enforce certain terms of agreements not to compete. Therefore, in furtherance of, and not in derogation of the provisions of this Section 9, the Company and Executive agree that in the event a court should decline to enforce any terms of any of the provisions of this Section 9, that this Section 9 shall be deemed to be modified or reformed to restrict Executive’s competition with the Company to the maximum extent, as to time, geography and business scope, which the court shall find enforceable; provided however, in no event shall the provisions of this Section 9 be deemed to be more restrictive to Executive than those contained herein. Executive agrees that during the Noncompetition Term, he shall immediately notify the Company in writing of any employment, work or business he undertakes with or on behalf of any person (including himself) or entity, whether or not for compensationother jurisdiction.

Non-Competition. During (i) Unless the Employment Period Company waives or limits the obligation in accordance with Section 9(b)(ii), you agree that during employment and for an additional period the longest of one (1) year 12 months following the termination cessation of his employment for any reason not covered by the Company for Cause ( as described in Section 5a above6(b) or the voluntary termination of employment by the Executive (as described in 6(c), 18 months if Section 5c above6(b) applies, and 24 months if Section 6(c) applies (the “Noncompetition TermNoncompete Period”), Executive agrees you will not to, directly or indirectly, either through any form of ownership alone or as an individuala partner, officer, director, officer, principal, agent, employee, employer, adviser, consultant, shareholder, partner, member shareholder or in employee of any other individual or representative capacity whatsoever, either for his own benefit or for the benefit of any person firm or entity, without the prior written consent of the Company (which consent may be withheld in its sole discretion), engage in any manner commercial activity in competition with any part of the Business (Company’s business as defined below) in the metropolitan areas of Houston, A▇▇▇▇▇, ▇▇▇▇▇▇ or San Antonio, Texas or any other metropolitan area in the United States where the Company owns or leases more than $10 million in gross asset value of assets conducted as of the date of this Agreement such termination of employment or as with any part of the date Company’s contemplated business with respect to which you have confidential information. For purposes of terminationthis clause (i), “shareholder” does not include beneficial ownership of less than 5% of the combined voting power of all issued and outstanding voting securities of a publicly held corporation whose stock is traded on a major stock exchange. Also for purposes of this clause (i), “the Company’s business” includes business conducted by the Company, its subsidiaries, or any partnership or joint venture in which the Company directly or indirectly has ownership of not less than one third of the voting equity. The Noncompete Period will be further extended by any period of time during which you are in violation of Section 9(b). For purposes of this Section 9, “Business” means the acquisition, development, management, ownership, leasing and/or disposition of retail shopping centers and/or any capital raising activities related thereto. Executive understands and agrees that his covenants contained in this Section 9 are being given in consideration competitors of the numerous mutual promises Company currently include but are not limited to GfK AG, Integrated Media Measurement, Inc., The ▇▇▇▇▇▇▇ Company B.V., ▇▇▇▇▇▇ ▇▇▇▇▇▇ Sofres PLC, and agreements contained in this Agreement between WPP PLC. (ii) At its sole option the Company may, by written notice to you at any time within the Noncompete Period, waive or limit the time and/or geographic area in which you cannot engage in competitive activity. (iii) During the Noncompete Period, before accepting employment with or agreeing to provide consulting services to, any firm or entity that offers competitive products or services, you must give 30 days’ prior written notice to the Company. Such written notice must be sent by certified mail, return receipt requested (attention: Office of the Chief Legal Officer with a required copy to the Chair of Compensation Committee), must describe the firm or entity and Executive, including, without limitation, those involving, employment, compensationthe employment or consulting services to be rendered to the firm or entity, and Confidential Informationmust include a copy of the written offer of employment or engagement of consulting services. The Company must respond or object to such notice within 30 days after receipt, and in order to protect the absence of a response will constitute acquiescence or waiver of the Company’s Confidential Information and other legitimate business interests and to reduce the likelihood of irreparable damage which would occur in the event such information is provided to or used by a competitor of the Company. Notwithstanding the foregoing, Executive shall not be deemed to have violated this Section 9 solely by reason of his passive ownership of 10% or less of the outstanding equity interests of any public entity. Executive hereby acknowledges that the geographic boundaries, scope of prohibited activities and the time duration of the provisions of this Section 9 are reasonable and are no broader than are necessary to protect the legitimate business interests of the Company. This noncompetition provision can only be revoked or modified by a writing signed by both Executive and the Chief Executive Officer of the Company, as approved by the Board, which specifically states an intent to revoke or modify this provision. Executive acknowledges that the Company would not employ him or provide him with access to its Confidential Information but for his covenants or promises contained in this Section. The Company and Executive agree and stipulate that the agreements and covenants not to compete contained in this Section 9 hereof are fair and reasonable in light of all of the facts and circumstances of the relationship between Executive and the Company; provided however, Executive and the Company are aware that in certain circumstances courts have refused to enforce certain terms of agreements not to compete. Therefore, in furtherance of, and not in derogation of the provisions of rights under this Section 9, the Company and Executive agree that in the event a court should decline to enforce any terms of any of the provisions of this Section 9, that this Section 9 shall be deemed to be modified or reformed to restrict Executive’s competition with the Company to the maximum extent, as to time, geography and business scope, which the court shall find enforceable; provided however, in no event shall the provisions of this Section 9 be deemed to be more restrictive to Executive than those contained herein. Executive agrees that during the Noncompetition Term, he shall immediately notify the Company in writing of any employment, work or business he undertakes with or on behalf of any person (including himself) or entity, whether or not for compensation.

Non-Competition. During the Employment Period period beginning on the Closing Date and for an additional period of one (1) year following ending on the termination of his employment by date that is three years and six months after the Company for Cause ( as described in Section 5a above) or the voluntary termination of employment by the Executive (as described in Section 5c above) Closing Date (the “Noncompetition TermRestricted Period”), Executive agrees Seller shall not, and shall cause its Affiliates (together with Seller, the “Restricted Entities”) not to, directly or indirectly, either through any form of ownership issue or as an individual, director, officer, principal, agent, employee, employer, adviser, consultant, shareholder, partner, member or sell in any other individual state or representative capacity whatsoeverjurisdiction within the United States, either for his own benefit any products or for the benefit services of any person or entity, without the prior written consent a type that comprises part of the Company (which consent may be withheld in its sole discretion), engage in any manner in the Business (as defined below) in the metropolitan areas of Houston, A▇▇▇▇▇, ▇▇▇▇▇▇ or San Antonio, Texas or any other metropolitan area in the United States where the Company owns or leases more than $10 million in gross asset value of assets as of the date of this Agreement hereof and that was underwritten, issued, sold, renewed or serviced as part of the Business during the two years prior to the date of termination. For purposes of this Section 9hereof (the “Competing Businesses”); provided, “Business” means the acquisition, development, management, ownership, leasing and/or disposition of retail shopping centers and/or any capital raising activities related thereto. Executive understands and agrees that his covenants contained in this Section 9 are being given in consideration of the numerous mutual promises and agreements contained in this Agreement between the Company and Executive, including, without limitation, those involving, employment, compensation, and Confidential Information, and in order to protect the Company’s Confidential Information and other legitimate business interests and to reduce the likelihood of irreparable damage which would occur in the event such information is provided to or used by a competitor of the Company. Notwithstanding the foregoing, Executive shall not be deemed to have violated this Section 9 solely by reason of his passive ownership of 10% or less of the outstanding equity interests of any public entity. Executive hereby acknowledges that the geographic boundaries, scope of prohibited activities and the time duration of the provisions of this Section 9 are reasonable and are no broader than are necessary to protect the legitimate business interests of the Company. This noncompetition provision can only be revoked or modified by a writing signed by both Executive and the Chief Executive Officer of the Company, as approved by the Board, which specifically states an intent to revoke or modify this provision. Executive acknowledges that the Company would not employ him or provide him with access to its Confidential Information but for his covenants or promises contained in this Section. The Company and Executive agree and stipulate that the agreements and covenants not to compete contained in this Section 9 hereof are fair and reasonable in light of all of the facts and circumstances of the relationship between Executive and the Company; provided however, Executive and the Company are aware that in certain circumstances courts have refused to enforce certain terms of agreements not to compete. Therefore, in furtherance of, and not in derogation of the provisions of this Section 9, the Company and Executive agree that in the event a court should decline to enforce any terms of any of the provisions of this Section 9, that this Section 9 5.13 shall be deemed to be modified not prohibit or reformed to restrict Executive’s competition with in any way prevent or restrict: (a) any Restricted Entity from operating any business other than the Company to Business (including the maximum extent, as to time, geography business described in the proviso included in the definition of “Business”) or from operating the Business from and business scope, after the time at which the court shall find enforceableBusiness or any portion thereof is recaptured under any coinsurance agreement; (b) any Restricted Entity from providing (i) provider network access or network management services; (ii) medical management, case management, or cost containment services; or (iii) administrative services for short-term disability plans that are provided in conjunction with a self-funded plan sponsor’s medical benefits coverage or plan that is administered or serviced by a Restricted Entity. (c) any Restricted Entity from performing any act or conducting any business expressly required by this Agreement or any other Transaction Agreement; (d) any Restricted Entity from entering into a reinsurance agreement or similar arrangement primarily reinsuring the Competing Business of a ceding company that is not a Restricted Entity, so long as none of the Restricted Entities engages in the issuing, underwriting, selling, distributing, marketing, delivering, cancelling or administering of such underlying reinsured business; (e) any Restricted Entity from (A) making any investment or providing advisory services (or activities related thereto) in a fiduciary or agency capacity and carried out on behalf of clients or other third party beneficiaries in the ordinary course of business, or (B) making passive investments for general insurance accounts or investment management, proprietary investing or trading activities in the ordinary course of its businesses; provided however, that in no event shall the provisions aggregate ownership interest held by Restricted Entities in any Person engaged in a Competing Business, whether directly or indirectly, equal or exceed 20% of the aggregate voting power or issued and outstanding equity securities of such Person, subject to Sections 5.13(f) and (g) below; (f) the ownership of, any affiliation with, or the conduct of any other 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 result of (A) the merger, consolidation, share exchange, sale or purchase of assets, scheme of arrangement or similar business combination involving any Restricted Entity with any Competing Person or (B) the acquisition of 20% or more of the voting power or outstanding equity interests in any Competing Person by any Restricted Entity, if, in the case of either (A) or (B), at least 66 2/3% of the total consolidated revenues of such Competing Person in the calendar year prior to such ownership or affiliation was derived from activities that do not constitute Competing Business; provided, however, that such Restricted Entity may proceed with such acquisition of a Competing Person that derived in excess of 33 1/3% of its total consolidated revenues in its most recent fiscal year from activities that constitute Competing Business only if such Restricted Entity divests, within 24 months of its acquisition, a sufficient portion of such Competing Person such that the total consolidated revenues from activities that constitute Competing Business that remain with any such Competing Person after such divestment over the last four full fiscal quarters prior to such acquisition are not greater than 33 1/3% of its consolidated revenues for such period; or (g) subject to the foregoing clause (f), any Restricted Entity from foreclosing on collateral of or acquiring any of the outstanding capital stock or other interests in any person that has outstanding indebtedness to any Restricted Entity, or engaging in any activities otherwise prohibited by this Section 9 be deemed to be more restrictive to Executive than those contained herein. Executive agrees that during 5.13 in connection with any such Person as a result of the Noncompetition Term, he shall immediately notify the Company acquisition of such capital stock or other interests in writing of any employment, work or business he undertakes connection with or on behalf of any person (including himself) or entity, whether or not for compensationa debt previously contracted.

Non-Competition. During From the Employment Period and for an additional period Closing Date until the third (3rd) anniversary of one (1) year following the termination Closing Date, the Sellers shall not own, manage, operate, control or participate in the ownership, management, operation or control of his employment by the Company for Cause ( as described any business, whether in Section 5a above) corporate, proprietorship or the voluntary termination of employment by the Executive (as described in Section 5c above) (the “Noncompetition Term”)partnership form or otherwise, Executive agrees not tothat is engaged, directly or indirectly, either through any form in the business of ownership or (a) soliciting, originating, underwriting, financing, refinancing and brokering Mortgage loans for sale to Mortgage Program Sponsors under the Mortgage Programs transferred to the Purchaser as an individual, director, officer, principal, agent, employee, employer, adviser, consultant, shareholder, partner, member or in any other individual or representative capacity whatsoever, either for his own benefit or for the benefit of any person or entity, without the prior written consent part of the Company Acquired Assets or (which consent may be withheld b) acting as “primary servicer,” “master servicer, ” “special servicer” or “sub-servicer” in its sole discretionrespect of Mortgage loans (any such business referred to under clause (a) or (b), engage in any manner in a “Restricted Business”); provided, however, that the Business (as defined below) in the metropolitan areas of Houston, A▇▇▇▇▇, ▇▇▇▇▇▇ or San Antonio, Texas or any other metropolitan area in the United States where the Company owns or leases more than $10 million in gross asset value of assets as of the date of this Agreement or as of the date of termination. For purposes of this Section 9, “Business” means the acquisition, development, management, ownership, leasing and/or disposition of retail shopping centers and/or any capital raising activities related thereto. Executive understands and agrees that his covenants restrictions contained in this Section 9 are being given in consideration 5.11 shall not restrict (i) the Sellers from acting as a “special servicer” on a contract basis for Mortgage loans not involving the direct servicing of Mortgage loans for third party Securitizations or Mortgage Program Sponsors under the Mortgage Programs transferred to the Purchaser as part of the numerous mutual promises Acquired Assets, (ii) any activities of Capmark Bank, (iii) the Sellers from engaging in servicing (A) any Mortgage loans held by any Seller or any Affiliate of any Seller or for which any Seller or any such Affiliate acts as agent, or (B) any third party mortgage loans under programs and agreements contained in this Agreement between arrangements currently conducted by any Seller or any Affiliate of any Seller other than the Company and ExecutiveServicing Agreements, includingincluding New Markets Tax Credits, without limitation, those involving, employment, compensationmilitary housing, and Confidential Informationaffordable housing mortgage loans or bonds related to the low income housing tax credit business (for purposes of this clause (iii), the term “Affiliate” shall not include any Person that Controls Parent or any Person (other than Sellers and in order to protect any Person Controlled by any Seller) Controlled by such Person), (iv) any third party who acquires any Seller or Affiliate of the Company’s Confidential Information Sellers by way of a merger, consolidation, combination with, or acquisition of a material portion of the Properties of a Seller or (v) the acquisition by the Sellers and other legitimate business interests and to reduce the likelihood their respective Affiliates of irreparable damage which would occur (in the event such information is provided to or used by a competitor of the Company. Notwithstanding the foregoing, Executive shall not be deemed to have violated this Section 9 solely by reason of his passive ownership of 10aggregate) less than 2% or less of the outstanding equity interests capital stock of any public entitypublicly traded company engaged in a Restricted Business. Executive hereby acknowledges The Parties acknowledge and agree that the geographic boundaries, scope of prohibited activities and the time duration any remedy at Law for any breach of the provisions of this Section 9 are reasonable 5.11 may be inadequate, and are no broader than are necessary hereby consent to protect the legitimate business interests granting by any court of an injunction or other equitable relief, without the Company. This noncompetition provision can only be revoked or modified by a writing signed by both Executive and the Chief Executive Officer necessity of the Companyactual monetary loss being proved, as approved by the Board, which specifically states an intent to revoke or modify this provision. Executive acknowledges in order that the Company would not employ him breach or provide him with access to its Confidential Information but for his covenants or promises contained in this Section. The Company and Executive agree and stipulate that the agreements and covenants not to compete contained in this Section 9 hereof are fair and reasonable in light threatened breach of all of the facts and circumstances of the relationship between Executive and the Company; provided however, Executive and the Company are aware that in certain circumstances courts have refused to enforce certain terms of agreements not to compete. Therefore, in furtherance of, and not in derogation of the provisions of this Section 9, the Company and Executive agree that in the event a court should decline to enforce any terms of any of the provisions of this Section 9, that this Section 9 shall such provision may be deemed to be modified or reformed to restrict Executive’s competition with the Company to the maximum extent, as to time, geography and business scope, which the court shall find enforceable; provided however, in no event shall the provisions of this Section 9 be deemed to be more restrictive to Executive than those contained herein. Executive agrees that during the Noncompetition Term, he shall immediately notify the Company in writing of any employment, work or business he undertakes with or on behalf of any person (including himself) or entity, whether or not for compensationeffectively restrained.

Non-Competition. During Because of the Employment Period and for an additional period of one (1) year following the termination of his employment by the Company for Cause ( Employer Group’s legitimate business interest as described in Section 5a above) this Agreement and the good and valuable consideration offered to the Optionee, the receipt and sufficiency of which is acknowledged, during the term of Optionee’s employment and for the one year beginning on the last day of the Optionee’s employment with the Company, whether terminated for any reason or no reason, by the Optionee or the voluntary termination of employment by the Executive (as described in Section 5c above) Company, (the “Noncompetition TermRestricted Period”), Executive the Optionee agrees and covenants not toto engage in Prohibited Activity (as defined below) within the United States, or the geographical regions for which the Optionee provides services during the course of employment, whichever is larger. (i) For purposes of this non-compete clause, “Prohibited Activity” is activity in which the Optionee contributes the Optionee’s knowledge, directly or indirectly, either through any form of ownership in whole or in part, as an individualassociate, employer, owner, operator, manager, advisor, consultant, contractor, agent, partner, director, stockholder, officer, principalvolunteer, agentintern, employee, employer, adviser, consultant, shareholder, partner, member or in any other individual or representative capacity whatsoever, either for his own benefit or for the benefit of any person or entity, without the prior written consent of the Company (which consent may be withheld in its sole discretion), engage in any manner in the Business (as defined below) in the metropolitan areas of Houston, A▇▇▇▇▇, ▇▇▇▇▇▇ or San Antonio, Texas or any other metropolitan area similar capacity to an entity engaged in the United States where same or similar business as the Company owns Employer Group, including those engaged in the business of manufacturing and distribution of doors, windows, trim, and other building supplies manufactured or leases more distributed by the Employer Group. Prohibited Activity also includes activity that may require or inevitably require disclosure of trade secrets, proprietary information, or Confidential Information. (ii) Nothing herein shall prohibit the Optionee from purchasing or owning less than $10 million in gross asset value of assets as five percent (5%) of the date publicly traded securities of this Agreement any corporation, provided that such ownership represents a passive investment and that the Optionee is not a controlling person of, or as a member of a group that controls, such corporation. (iii) This Section 7(c) does not, in any way, restrict or impede the date of termination. For purposes of this Section 9, “Business” means Optionee from exercising protected rights to the acquisition, development, management, ownership, leasing and/or disposition of retail shopping centers and/or any capital raising activities related thereto. Executive understands and agrees extent that his covenants contained in this Section 9 are being given in consideration of the numerous mutual promises and agreements contained in this Agreement between the Company and Executive, including, without limitation, those involving, employment, compensation, and Confidential Information, and in order to protect the Company’s Confidential Information and other legitimate business interests and to reduce the likelihood of irreparable damage which would occur in the event such information is provided to or used by a competitor of the Company. Notwithstanding the foregoing, Executive shall rights cannot be deemed to have violated this Section 9 solely waived by reason agreement or from complying with any applicable law or regulation or a valid order of his passive ownership a court of 10% competent jurisdiction or less of the outstanding equity interests of any public entity. Executive hereby acknowledges an authorized government agency, provided that the geographic boundaries, scope of prohibited activities and the time duration of the provisions of this Section 9 are reasonable and are no broader than are necessary to protect the legitimate business interests of the Company. This noncompetition provision can only be revoked or modified by a writing signed by both Executive and the Chief Executive Officer of the Company, as approved such compliance does not exceed that required by the Boardlaw, which specifically states an intent to revoke regulation, or modify this provision. Executive acknowledges that the Company would not employ him or provide him with access to its Confidential Information but for his covenants or promises contained in this Section. The Company and Executive agree and stipulate that the agreements and covenants not to compete contained in this Section 9 hereof are fair and reasonable in light of all of the facts and circumstances of the relationship between Executive and the Company; provided however, Executive and the Company are aware that in certain circumstances courts have refused to enforce certain terms of agreements not to compete. Therefore, in furtherance of, and not in derogation of the provisions of this Section 9, the Company and Executive agree that in the event a court should decline to enforce any terms of any of the provisions of this Section 9, that this Section 9 shall be deemed to be modified or reformed to restrict Executive’s competition with the Company to the maximum extent, as to time, geography and business scope, which the court shall find enforceable; provided however, in no event shall the provisions of this Section 9 be deemed to be more restrictive to Executive than those contained herein. Executive agrees that during the Noncompetition Term, he shall immediately notify the Company in writing of any employment, work or business he undertakes with or on behalf of any person (including himself) or entity, whether or not for compensationorder.

Non-Competition. During (i) Except as set forth on Schedule 9.4, during the Employment Period Non-Compete Period, the Sellers Parties will not, and for an additional period of one (1) year following the termination of his employment by the Company for Cause ( as described in Section 5a above) or the voluntary termination of employment by the Executive (as described in Section 5c above) (the “Noncompetition Term”), Executive agrees will cause their respective Affiliates not to, directly or indirectly, either through any form of ownership (A) enter into, engage in, consult, manage or as an individual, director, officer, principal, agent, employee, employer, adviser, consultant, shareholder, partner, member or otherwise participate in any other individual or representative capacity whatsoever, either for his own benefit or for the benefit operation of any person or entity, without the prior written consent of the Company (which consent may be withheld in its sole discretion), engage in any manner in business that competes with the Business (as defined below) in the metropolitan areas of Houston, A▇▇▇▇▇, ▇▇▇▇▇▇ or San Antonio, Texas or any other metropolitan area in the United States where the Company owns or leases more than $10 million in gross asset value of assets currently conducted as of the date Closing Date) within the Restricted Territory, (B) solicit Clients, Prospective Clients, business, patronage or orders for, or sell, any products or services in competition with, or for any business, wherever located, that competes with the Business within the Restricted Territory; (C) divert, entice or otherwise take away any Clients, Prospective Clients, business, patronage or orders of this Agreement or the Business (as currently conducted as of the date Closing Date) within the Restricted Territory, or attempt to do so; or (D) promote or assist, financially or otherwise, any Person engaged in any business within the Restricted Territory that competes with the Business (as currently conducted as of terminationthe Closing Date). Nothing contained in this Section 9.4 will prohibit the Shareholders from acquiring or holding at any one time a passive investment of less than 5% of the outstanding shares of capital stock of any publicly traded corporation that may compete with Buyers within the Restricted Territory. For the purposes of this Section 99.4, the “BusinessSeller” means will also include any and all of its direct and indirect subsidiaries, parents, Affiliates, or related companies of Sellers from time to time. (ii) Seller Parties will be released from the acquisition, development, management, ownership, leasing and/or disposition of retail shopping centers and/or any capital raising activities related thereto. Executive understands and agrees that his covenants contained restrictions set forth in this Section 9 are being given in consideration 9.4(a) if at any time during the Non-Compete Period Buyers withdraw from or wind up or publicly announce that they are, or will be, withdrawing from or winding up all of the numerous mutual promises and agreements contained in this Agreement between the Company and Executive, including, without limitation, those involving, employment, compensation, and Confidential Information, and in order to protect the Company’s Confidential Information and other legitimate material lines of business interests and to reduce the likelihood of irreparable damage which would occur performed in the event such information is provided to or used by a competitor Leadership Consulting Business of Buyers. (iii) A Continuing Shareholder will be released from the Company. Notwithstanding the foregoing, Executive shall not be deemed to have violated this Section 9 solely by reason of his passive ownership of 10% or less of the outstanding equity interests of any public entity. Executive hereby acknowledges that the geographic boundaries, scope of prohibited activities and the time duration of the provisions of this Section 9 are reasonable and are no broader than are necessary to protect the legitimate business interests of the Company. This noncompetition provision can only be revoked or modified by a writing signed by both Executive and the Chief Executive Officer of the Company, as approved by the Board, which specifically states an intent to revoke or modify this provision. Executive acknowledges that the Company would not employ him or provide him with access to its Confidential Information but for his covenants or promises contained in this Section. The Company and Executive agree and stipulate that the agreements and covenants not to compete contained restrictions set forth in this Section 9 hereof are fair and reasonable 9.4(a) to the extent (but only to the extent) such Shareholder is terminated without Cause (as defined in light such Shareholder’s employment agreement with Buyers or their Affiliates) or resigns for Good Reason (as defined in such Shareholder’s employment agreement with Buyer or their Affiliates) and, at the time of all such termination or resignation, no other partners of Buyers or their Affiliates offer services of the facts and circumstances of the relationship between Executive and the Company; provided however, Executive and the Company are aware that in certain circumstances courts have refused to enforce certain terms of agreements not to compete. Therefore, in furtherance of, and not in derogation of the provisions of this Section 9, the Company and Executive agree that in the event a court should decline to enforce any terms of any of the provisions of this Section 9, that this Section 9 shall be deemed to be modified or reformed to restrict Executive’s competition with the Company to the maximum extent, as to time, geography and business scope, which the court shall find enforceable; provided however, in no event shall the provisions of this Section 9 be deemed to be more restrictive to Executive than those contained herein. Executive agrees that during the Noncompetition Term, he shall immediately notify the Company in writing of any employment, work or business he undertakes with or on behalf of any person (including himself) or entity, whether or not for compensationsame nature.

Non-Competition. During the Employment Period and for an additional period of one (1) year following the termination of his employment by the Company for Cause ( as described in Section 5a above) or the voluntary termination of employment by the Executive (as described in Section 5c above) (the “Noncompetition Term”), Executive agrees not to, directly or indirectly, either through any form of ownership or For so long as an individual, director, officer, principal, agent, employee, employer, adviser, consultant, shareholder, partner, member Investor or in any other individual or representative capacity whatsoever, either for his own benefit or for its Affiliated Funds has a right to designate a Representative to the benefit of any person or entity, without the prior written consent of the Company (which consent may be withheld in its sole discretion), engage in any manner in the Business (as defined below) in the metropolitan areas of Houston, A▇▇▇▇▇, ▇▇▇▇▇▇ Holdings Board, the TNC Supervisory Board or San Antonioas an AlpInvest Observer, Texas such Investor and its respective Affiliates, all Persons Controlled by that Investor or by any of that Investor’s Affiliates and any “group” (as determined under Section 13(d)(3) of the Exchange Act) of which such Investor or any other metropolitan area of its Affiliates is a member will be prohibited from owning, managing, operating, controlling or participating in the United States where ownership, management, operation or control of any Person listed in Schedule 10 hereto (as such Schedule may be amended from time to time by the Company owns ▇▇▇▇▇▇▇ Holdings Board, a “Named Competitor”), unless consented to by the ▇▇▇▇▇▇▇ Holdings Board, provided that: 10.3.1 This Article 10.3 shall not prohibit any Person from acquiring or leases holding a passive investment in any Named Competitor, which (a) does not represent more than $10 million in gross asset value of assets as 5% of the date aggregate amount of equity invested in that Named Competitor, (b) does not entitle the holder to more than 5% of any pro rata distribution of profits or capital made by that Named Competitor, (c) does not entitle the holder to exercise more than 5% of the votes exercisable at a general meeting of shareholders of that Named Competitor, (d) does not include and is not otherwise combined with any entitlement to appoint any directors, officers, observers or other representatives to any body or committee of that Named Competitor or any Affiliate of that Named Competitor (and no director, employee or other representative of the Investor concerned or any Affiliate of that Investor holds any position on any such body or committee as a matter of fact), and (e) is not in any way subject to any agreement or arrangement made between the Investor concerned or any Affiliate of that Person and any other shareholder of or investor in that Named Competitor; 10.3.2 This Article 10.3 shall not prohibit any Investor which is a fund of funds to make or hold a non-Controlling investment in a fund which in turn has an investment in a Named Competitor or otherwise engages in an activity that would constitute a breach of this Article 10.3 if that fund was an Investor; and 10.3.3 In the event that an Investor or an Affiliate of an Investor acts in breach of this Article 10.3: (a) Article 10.2.2 shall apply mutatis mutandis to the Investor concerned and to all other Investors which are Affiliated with that Investor (treating such Named Competitor as a Competing Enterprise thereunder); and (b) To the extent that the occurrence of such breach is not reasonably within the control of the Investor concerned, any of its Affiliates or any person Controlled by that Investor or by any of that Investor’s Affiliates, no other remedies shall be available to the other Parties. In all other circumstances, unless such breach is promptly (and in any event within three (3) Business Days following its occurrence) and completely cured by the Investor or Investors concerned, the Investor or Investors concerned shall be considered in material breach of this Agreement or as of the date of termination. For purposes of this Section 9, “Business” means the acquisition, development, management, ownership, leasing and/or disposition of retail shopping centers and/or any capital raising activities related thereto. Executive understands and agrees that his covenants contained in this Section 9 are being given in consideration of the numerous mutual promises and agreements contained in this Agreement between the Company and Executive, including, without limitation, those involving, employment, compensationliable for all damages resulting therefrom, and Confidential Information, and in order to protect the Company’s Confidential Information and other legitimate business interests and to reduce the likelihood of irreparable damage which would occur in the event Parties may seek specific enforcement or injunctive relief against such information is provided to Investor or used by a competitor of the Company. Notwithstanding the foregoing, Executive shall not be deemed to have violated this Section 9 solely by reason of his passive ownership of 10% or less of the outstanding equity interests of any public entity. Executive hereby acknowledges that the geographic boundaries, scope of prohibited activities and the time duration of the provisions of this Section 9 are reasonable and are no broader than are necessary to protect the legitimate business interests of the Company. This noncompetition provision can only be revoked or modified by a writing signed by both Executive and the Chief Executive Officer of the Company, as approved by the Board, which specifically states an intent to revoke or modify this provision. Executive acknowledges that the Company would not employ him or provide him with access to its Confidential Information but for his covenants or promises contained in this Section. The Company and Executive agree and stipulate that the agreements and covenants not to compete contained in this Section 9 hereof are fair and reasonable in light of all of the facts and circumstances of the relationship between Executive and the Company; provided however, Executive and the Company are aware that in certain circumstances courts have refused to enforce certain terms of agreements not to compete. ThereforeInvestors, in furtherance of, and not in derogation of the provisions of this Section 9, the Company and Executive agree that in the event a court should decline to enforce any terms of any of the provisions of this Section 9, that this Section 9 shall be deemed to be modified or reformed to restrict Executive’s competition accordance with the Company to the maximum extent, as to time, geography and business scope, which the court shall find enforceable; provided however, in no event shall the provisions of this Section 9 be deemed to be more restrictive to Executive than those contained herein. Executive agrees that during the Noncompetition Term, he shall immediately notify the Company in writing of any employment, work or business he undertakes with or on behalf of any person (including himself) or entity, whether or not for compensationArticle 11.8.

Non-Competition. During Executive hereby acknowledges and agrees that, during the Employment Period course of employment, in addition to Executive’s access to Confidential Information, Executive has become, and for an additional period will become, familiar with and involved in all aspects of the business and operations of the Bank Entities. Executive hereby covenants and agrees that during the Term until one (1) year following after the termination of his employment by the Company for Cause ( as described in Section 5a above) or the voluntary termination of employment by the Executive (as described in Section 5c above) Termination Date (the “Noncompetition TermRestricted Period”), Executive agrees will not toat any time (except for the Bank Entities), directly or indirectly, either through in any form of ownership or capacity (whether as an individuala proprietor, owner, agent, officer, director, officershareholder, organizer, partner, principal, agentmanager, member, employee, employercontractor, adviserconsultant or otherwise): (a) provide any advice, consultantassistance or services of the kind or nature which he or she provided to any of the Bank Entities or relating to business activities of the type engaged in by any of the Bank Entities within the preceding two years, shareholderto any Person who owns or operates a Competitive Business or to any Person that is attempting to initiate or acquire a Competitive Business (in either case, partnera “Competitor”) if (i) such Competitor operates, member or is planning to operate, any office, branch or other facility (in any other individual case, a “Branch”) that is (or representative capacity whatsoeveris proposed to be) located within a fifty (50) mile radius of the Bank’s headquarters or any Branch of the Bank Entities and (ii) such Branch competes or will compete with the products or services offered or planned to be offered by the Bank Entities during the Restricted Period; or (b) sell or solicit sales of Competitive Products or Services to Persons within such 50 mile radius, either for his or assist any Competitor in such sales activities. Notwithstanding any provision hereof to the contrary, this Section 8.4 does not restrict Executive’s right to (i) own benefit or for the benefit securities of any person Entity that files periodic reports with the Securities and Exchange Commission under Section 13 or entity, without the prior written consent 15(d) of the Company Securities Exchange Act of 1934, as amended; provided that Executive’s total ownership constitutes less than two percent (which consent may be withheld in its sole discretion), engage in any manner in 2%) of the Business outstanding securities of such company and that such ownership does not does not violate: (as defined belowA) in the metropolitan areas Code of Houston, A▇▇▇▇▇, ▇▇▇▇▇▇ or San Antonio, Texas Conduct or any other metropolitan area in policy of the United States where Bank, including any policy related to inside information; (B) any applicable securities law; or (C) any applicable standstill or other similar contractual obligation of the Company owns or leases more than $10 million in gross asset value of assets Bank. The parties acknowledge that they have also entered into that certain Non-Compete Agreement as of the date of this Agreement or as of the date of termination. For purposes of this Section 9April 7, “Business” means the acquisition, development, management, ownership, leasing and/or disposition of retail shopping centers and/or any capital raising activities related thereto. Executive understands and agrees that his covenants contained in this Section 9 are being given in consideration of the numerous mutual promises and agreements contained in this Agreement between the Company and Executive, including, without limitation, those involving, employment, compensation, and Confidential Information, and in order to protect the Company’s Confidential Information and other legitimate business interests and to reduce the likelihood of irreparable damage which would occur in the event such information is provided to or used by a competitor of the Company. Notwithstanding the foregoing, Executive shall not be deemed to have violated this Section 9 solely by reason of his passive ownership of 10% or less of the outstanding equity interests of any public entity. Executive hereby acknowledges that the geographic boundaries, scope of prohibited activities and the time duration of the provisions of this Section 9 are reasonable and are no broader than are necessary to protect the legitimate business interests of the Company. This noncompetition provision can only be revoked or modified by a writing signed by both Executive and the Chief Executive Officer of the Company2017, as approved by the Boardmay be amended from time to time, which specifically states an intent is in addition to revoke or modify this provision. Executive acknowledges that the Company would not employ him or provide him with access to its Confidential Information but for his covenants or promises contained in this Section. The Company and Executive agree and stipulate that the agreements and covenants not to compete contained in this Section 9 hereof are fair and reasonable in light of all of the facts and circumstances of the relationship between Executive and the Company; provided however, Executive and the Company are aware that in certain circumstances courts have refused to enforce certain terms of agreements not to compete. Therefore, in furtherance of, and not in derogation of the provisions of this Section 9, the Company and Executive agree that in the event a court should decline to enforce any terms lieu of any of the provisions of this Section 9, that this Section 9 shall be deemed to be modified or reformed to restrict Executive’s competition with restrictions hereunder (the Company to the maximum extent, as to time, geography and business scope, which the court shall find enforceable; provided however, in no event shall the provisions of this Section 9 be deemed to be more restrictive to Executive than those contained herein. Executive agrees that during the Noncompetition Term, he shall immediately notify the Company in writing of any employment, work or business he undertakes with or on behalf of any person (including himself) or entity, whether or not for compensation“Non-Compete Agreement”).

Non-Competition. During the Employment Period (a) Commencing on and for an additional a period of three (3) years following the Closing Date, TDY shall not, and shall cause ATI and the Subsidiaries of ATI not to, develop, manufacture, market or sell the Products (the “Prohibited Activities”). (b) Notwithstanding the foregoing, the parties agree that nothing herein shall prohibit TDY or ATI or any of their respective Subsidiaries from: (i) acquiring or investing in any Person, or the assets thereof, if less than ten percent (10%) of the gross revenues, assets and income of such Person or assets (based on such Person’s latest annual audited consolidated financial statements) are generated directly from the Prohibited Activities; (ii) acquiring or investing in any Person, or the assets thereof, if ten percent (10%) or more than ten percent (10%), but not more than thirty percent (30%) of the gross revenues, assets and income of such Person or assets (based on such Person’s latest annual audited consolidated financial statements) are generated directly from the Prohibited Activities; provided, that within one (1) year following of such acquisition, TDY, ATI or any of their respective Subsidiaries enter into a definitive agreement to divest themselves of all or substantially all of the termination assets or operations so acquired that are engaged in any of his employment by the Company for Cause ( Prohibited Activities (and use commercially reasonable efforts to consummate such transaction within such one (1) year period); (iii) acquiring, solely as described in Section 5a above) an investment, securities of any Person traded on any national securities exchange if TDY, ATI or the voluntary termination their respective Subsidiary, as applicable, is not a controlling Person of, or a member of employment by the Executive (as described in Section 5c above) (the “Noncompetition Term”)a group which controls, Executive agrees not tosuch Person and does not, directly or indirectly, either own five percent (5%) of the outstanding voting power of such Person; or (iv) acquiring or investing in any equity interest in any Person through any form employee benefit plan of ownership TDY, ATI or as an individualany of their respective Subsidiaries. (c) The parties agree that, directornotwithstanding anything to the contrary in Section 5.13(a), officer, principal, agent, employee, employer, adviser, consultant, shareholder, partner, member the provisions of Section 5.13(a) shall not prohibit (i) TDY or in any of its Subsidiaries or Affiliates from performing under any Contract or Shared Contract or owning or operating any other individual Asset that constitutes a Tungsten Materials Asset which is not transferred, conveyed or representative capacity whatsoever, either for his own benefit assigned to Buyer or for the benefit one of any person or entity, without the prior written consent of the Company (which consent may be withheld in its sole discretion), engage in any manner in the Business (as defined below) in the metropolitan areas of Houston, A▇▇▇▇▇, ▇▇▇▇▇▇ or San Antonio, Texas or any other metropolitan area in the United States where the Company owns or leases more than $10 million in gross asset value of assets Subsidiaries as of the date Closing Date or (ii) TDY or any of its Subsidiaries or Affiliates from performing its obligations under this Agreement or as of the date of termination. For purposes of this Section 9, “Business” means the acquisition, development, management, ownership, leasing and/or disposition of retail shopping centers and/or any capital raising activities related thereto. Executive understands and agrees that his covenants contained in this Section 9 are being given in consideration of the numerous mutual promises and agreements contained in this Agreement between the Company and Executive, including, without limitation, those involving, employment, compensation, and Confidential Information, and in order to protect the Company’s Confidential Information and other legitimate business interests and to reduce the likelihood of irreparable damage which would occur in the event such information is provided to or used by a competitor of the Company. Notwithstanding the foregoing, Executive shall not be deemed to have violated this Section 9 solely by reason of his passive ownership of 10% or less of the outstanding equity interests of any public entity. Executive hereby acknowledges that the geographic boundaries, scope of prohibited activities and the time duration of the provisions of this Section 9 are reasonable and are no broader than are necessary to protect the legitimate business interests of the Company. This noncompetition provision can only be revoked or modified by a writing signed by both Executive and the Chief Executive Officer of the Company, as approved by the Board, which specifically states an intent to revoke or modify this provision. Executive acknowledges that the Company would not employ him or provide him with access to its Confidential Information but for his covenants or promises contained in this Section. The Company and Executive agree and stipulate that the agreements and covenants not to compete contained in this Section 9 hereof are fair and reasonable in light of all of the facts and circumstances of the relationship between Executive and the Company; provided however, Executive and the Company are aware that in certain circumstances courts have refused to enforce certain terms of agreements not to compete. Therefore, in furtherance of, and not in derogation of the provisions of this Section 9, the Company and Executive agree that in the event a court should decline to enforce any terms of any of the provisions of this Section 9, that this Section 9 shall be deemed to be modified or reformed to restrict Executive’s competition with the Company to the maximum extent, as to time, geography and business scope, which the court shall find enforceable; provided however, in no event shall the provisions of this Section 9 be deemed to be more restrictive to Executive than those contained herein. Executive agrees that during the Noncompetition Term, he shall immediately notify the Company in writing of any employment, work or business he undertakes with or on behalf of any person (including himself) or entity, whether or not for compensationRelated Agreement.

Non-Competition. During the Employment Period and for an additional period (a) Upon any termination (whether voluntary or involuntary) of one Executive’s employment, other than a termination (1whether voluntary or involuntary) year following the termination of his employment by the Company for Cause ( as described in Section 5a above) or the voluntary termination of employment by the Executive (as described connection with a Change in Section 5c above) (the “Noncompetition Term”)Control, Executive agrees not toto compete with the Bank and the Company for a period of two (2) full years following such termination within one hundred (100) miles of any existing branch of the Bank, the Bank’s subsidiaries, or any subsidiary of the Company, or within one hundred (100) miles of any office for which the Bank, the Bank’s subsidiaries, the Company or a bank subsidiary of the Company has filed an application for regulatory approval, determined as of the effective date of such termination, except as agreed to pursuant to a resolution duly adopted by the Board. Executive agrees that during such period and within said cities, towns and counties, Executive shall not work for or advise, consult or otherwise serve with, directly or indirectly, either through any form entity whose business materially competes with the depository, lending or other business activities of ownership or as an individualthe Bank and/or the Company. The parties hereto, directorrecognizing that irreparable injury will result to the Bank and/or the Company, officerits business and property in the event of Executive’s breach of this Subsection 9(a) agree that in the event of any such breach by Executive, principalthe Bank and/or the Company will be entitled, agent, employee, employer, adviser, consultant, shareholder, partner, member or in addition to any other individual remedies and damages available, to an injunction to restrain the violation hereof by Executive, Executive’s partners, agents, servants, employers, employees and all persons acting for or representative capacity whatsoeverwith Executive. Executive represents and admits that Executive’s experience and capabilities are such that Executive can obtain employment in a business engaged in other lines and/or of a different nature than the Bank and/or the Company, either and that the enforcement of a remedy by way of injunction will not prevent Executive from earning a livelihood. Nothing herein will be construed as prohibiting the Bank and/or the Company from pursuing any other remedies available to the Bank and/or the Company for his own benefit such breach or for threatened breach, including the benefit recovery of any person or entity, without damages from Executive. (b) Executive recognizes and acknowledges that the prior written consent knowledge of the Company (which consent may be withheld in its sole discretion), engage in any manner in the Business (as defined below) in the metropolitan areas of Houston, A▇▇▇▇▇, ▇▇▇▇▇▇ or San Antonio, Texas or any other metropolitan area in the United States where the Company owns or leases more than $10 million in gross asset value of assets as business activities and plans for business activities of the date of this Agreement or as of the date of termination. For purposes of this Section 9Bank, “Business” means the acquisition, development, management, ownership, leasing and/or disposition of retail shopping centers and/or any capital raising activities related thereto. Executive understands and agrees that his covenants contained in this Section 9 are being given in consideration of the numerous mutual promises and agreements contained in this Agreement between the Company and Executiveaffiliates thereof, includingas it may exist from time to time, without limitationis a valuable, those involvingspecial and unique asset of the business of the Bank and the Company. Executive will not, during or after the term of his employment, compensationdisclose any knowledge of the past, and Confidential Informationpresent, and in order planned or considered business activities of the Bank, the Company or affiliates thereof to protect the Company’s Confidential Information and any person, firm, corporation, or other legitimate business interests and entity for any reason or purpose whatsoever (except for such disclosure as may be required to reduce the likelihood of irreparable damage which would occur in the event such information is be provided to any federal banking agency with jurisdiction over the Bank, the Company or used by a competitor of the CompanyExecutive). Notwithstanding the foregoing, Executive shall may disclose any knowledge of banking, financial and/or economic principles, concepts or ideas which are not be deemed to have violated this Section 9 solely by reason of his passive ownership of 10% or less and exclusively derived from the business plans and activities of the outstanding equity interests of any public entity. Executive hereby acknowledges that the geographic boundaries, scope of prohibited activities and the time duration of the provisions of this Section 9 are reasonable and are no broader than are necessary to protect the legitimate business interests of the Company. This noncompetition provision can only be revoked Bank or modified by a writing signed by both Executive and the Chief Executive Officer of the Company, as approved and Executive may disclose any information regarding the Bank or the Company which is otherwise publicly available. In the event of a breach or threatened breach by the Board, which specifically states an intent to revoke or modify this provision. Executive acknowledges that the Company would not employ him or provide him with access to its Confidential Information but for his covenants or promises contained in this Section. The Company and Executive agree and stipulate that the agreements and covenants not to compete contained in this Section 9 hereof are fair and reasonable in light of all of the facts and circumstances of the relationship between Executive and the Company; provided however, Executive and the Company are aware that in certain circumstances courts have refused to enforce certain terms of agreements not to compete. Therefore, in furtherance of, and not in derogation of the provisions of this Section 9, the Bank and/or the Company and will be entitled to an injunction restraining Executive agree that from disclosing, in whole or in part, the event a court should decline to enforce any terms of any knowledge of the provisions past, present, planned or considered business activities of this Section 9the Bank, that this Section 9 shall be deemed the Company or affiliates thereof, or from rendering any services to any person, firm, corporation, other entity to whom such knowledge, in whole or in part, has been disclosed or is threatened to be modified disclosed. Nothing herein will be construed as prohibiting the Bank or reformed to restrict Executive’s competition with the Company from pursuing any other remedies available to the maximum extent, as to time, geography and business scope, which the court shall find enforceable; provided however, in no event shall the provisions of this Section 9 be deemed to be more restrictive to Executive than those contained herein. Executive agrees that during the Noncompetition Term, he shall immediately notify Bank or the Company in writing for such breach or threatened breach, including the recovery of any employment, work or business he undertakes with or on behalf of any person (including himself) or entity, whether or not for compensationdamages from Executive.

Non-Competition. During As an inducement for Buyer to enter into the Employment Period and Purchase --------------- Agreement, Sellers agree that, for an additional a period of one four (14) year following years after the termination of his employment by Closing: (a) Sellers will not, nor shall they permit the Company for Cause ( as described in Section 5a above) or the voluntary termination of employment by the Executive (as described in Section 5c above) (the “Noncompetition Term”), Executive agrees not Dell ▇▇▇▇▇▇▇ Marital Trust to, directly or indirectly, either through engage or invest in, own, manage, operate, finance, control, or participate in the ownership, management, operation, or control of, be employed by or associated with any form of ownership business whose products or as an individual, director, officer, principal, agent, employee, employer, adviser, consultant, shareholder, partner, member activities compete in whole or in part with the current products or activities of the Acquired Companies, in any other individual of the counties listed on Schedule 9.1 within the states of Pennsylvania, Ohio, West Virginia, New York and Maryland; provided, that Sellers may purchase or representative capacity whatsoeverotherwise acquire up to (but not more than) five percent of any class of securities of any enterprise (but without otherwise participating in 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. Sellers agree that this covenant is reasonable with respect to its duration, geographical area, and scope. (b) Sellers will not, directly or indirectly, either for his own benefit themselves or any other Person, (i) induce or attempt to induce any employee of an Acquired Company to leave the employ of such Acquired Company, (ii) employ, or otherwise engage as an employee, independent contractor, or otherwise, any employee of an Acquired Company, (iii) employ, or otherwise engage as an employee either of ▇▇▇▇▇ ▇▇▇▇▇ or ▇▇▇▇ ▇▇▇▇▇ for six months following the benefit Closing or, if earlier, until such time as the employment of any person ▇▇▇▇▇ ▇▇▇▇▇ or entity, without the prior written consent of the Company (which consent may be withheld in its sole discretion), engage in any manner in the Business (as defined below) in the metropolitan areas of Houston, A▇▇▇▇ ▇▇▇▇▇, as the case may be, has been terminated by the Acquired Companies, or (iv) induce or attempt to induce any customer, supplier, licensee, or business relation of an Acquired Company to cease doing business with such Acquired Company. This covenant shall not prohibit Sellers from hiring any former employees of an Acquired Company (except for ▇▇▇▇▇ ▇▇▇▇▇ and ▇▇▇▇ ▇▇▇▇▇▇ or San Antonio) sixty (60) days following termination of employment with such Acquired Company for any reason so long as Sellers did not induce such employee to quit. A general solicitation of employment, Texas or any other metropolitan area in the United States where the Company owns or leases more than $10 million in gross asset value of assets such as a newspaper advertisement, that is not directed towards employees of the date of this Agreement or as of the date of termination. For purposes of this Section 9, “Business” means the acquisition, development, management, ownership, leasing and/or disposition of retail shopping centers and/or any capital raising activities related thereto. Executive understands and agrees that his covenants contained in this Section 9 are being given in consideration of the numerous mutual promises and agreements contained in this Agreement between the Company and Executive, including, without limitation, those involving, employment, compensation, and Confidential Information, and in order to protect the Company’s Confidential Information and other legitimate business interests and to reduce the likelihood of irreparable damage which would occur in the event such information is provided to or used by a competitor of the Company. Notwithstanding the foregoing, Executive shall Acquired Companies will not be deemed to have violated be a violation of this Section 9 solely by reason of his passive ownership of 10% covenant. (c) Sellers will not, directly or less of indirectly, either for themselves or any other Person, solicit the outstanding equity interests business of any public entity. Executive hereby acknowledges that the geographic boundaries, scope of prohibited activities and the time duration of the provisions of this Section 9 are reasonable and are no broader than are necessary Person known to protect the legitimate business interests of the Company. This noncompetition provision can only be revoked or modified by a writing signed by both Executive and the Chief Executive Officer of the Company, as approved by the Board, which specifically states an intent to revoke or modify this provision. Executive acknowledges that the Company would not employ him or provide him with access to its Confidential Information but for his covenants or promises contained in this Section. The Company and Executive agree and stipulate that the agreements and covenants not to compete contained in this Section 9 hereof are fair and reasonable in light of all of the facts and circumstances of the relationship between Executive and the Company; provided however, Executive and the Company are aware that in certain circumstances courts have refused to enforce certain terms of agreements not to compete. Therefore, in furtherance of, and not in derogation of the provisions of this Section 9, the Company and Executive agree that in the event a court should decline to enforce any terms of any of the provisions of this Section 9, that this Section 9 shall be deemed Sellers to be modified or reformed to restrict Executive’s competition with the Company to the maximum extent, as to time, geography and business scope, which the court shall find enforceable; provided however, in no event shall the provisions a customer of this Section 9 be deemed to be more restrictive to Executive than those contained herein. Executive agrees that during the Noncompetition Term, he shall immediately notify the Company in writing of any employment, work or business he undertakes with or on behalf of any person (including himself) or entityan Acquired Company, whether or not for compensationSellers had personal contact with such Person, with respect to products or activities which compete with the products or activities of an Acquired Company. (d) The activities described in Exhibits 7.8 and 7.9 will not be violative of Sellers' non-compete obligations.

Non-Competition. During 9.1 The Executive shall not compete with the Employment Period Corporation, the Parent or any of their Affiliates, directly or indirectly. He shall not participate in any capacity whatsoever in a business that would directly or indirectly compete with the Corporation, the Parent or any of their Affiliates, including, without limitation, as an executive, director, officer, employer, principal, agent, fiduciary, administrator of another's property, associate, independent contractor, franchisor, franchisee, distributor or consultant unless such participation is fully disclosed to the Board and approved in writing in advance. In addition, the Executive shall not have any interest whatsoever in such an enterprise, including, without limitation, as owner, shareholder, partner, limited partner, lender or silent partner. This noncompetition covenant is limited as follows: (a) As to the time period, to the duration of the Executive's employment and for an additional a period of one (1) year following the date of termination of his employment employment; (b) As to the geographical area, the territory in which a specific product had been actively exploited by the Company for Cause ( as described in Section 5a aboveCorporation, the Parent and/or their Affiliates during the period of Executive’s employment; (c) As to the nature of the activities, to duties or the voluntary termination of employment activities which are identical or substantially similar to those performed or carried on by the Executive at or during Executive’s employment. 9.2 The foregoing stipulation shall nevertheless not prevent the Executive from buying or holding shares or other securities of a corporation or entity other than the Corporation or the Parent whose securities are publicly traded on a recognized stock exchange where the securities so held by the Executive do not represent more than five percent (as described 5%) of the voting shares of such other corporation or entity and do not allow for its control. 9.3 The Executive also undertakes, for the same period and in Section 5c above) (respect of the “Noncompetition Term”same territory referred to hereinabove in subsections 9.1(a), Executive agrees (b) and (c), not toto solicit clients or do anything whatsoever to induce or to lead any person to end, directly or indirectly, either through any form of ownership or as an individual, director, officer, principal, agent, employee, employer, adviser, consultant, shareholder, partner, member in whole or in part, business relations with the Corporation, the Parent or any other individual or representative capacity whatsoeverof their Affiliates. 9.4 The Executive also undertakes, either for his own benefit or for the benefit of any person or entity, without the prior written consent same period and in respect of the Company (which consent may be withheld same territory referred to hereinabove in its sole discretionsubsections 9.1(a), engage in any manner (b) and (c), not to induce, attempt to induce or otherwise interfere in the Business (as defined below) in relations which the metropolitan areas of HoustonCorporation, A▇▇▇▇▇, ▇▇▇▇▇▇ or San Antonio, Texas the Parent or any of their Affiliates has with their distributors, suppliers, representatives, agents and other metropolitan area parties with whom any of them deals. 9.5 The Executive also undertakes, for the same period and in the United States where the Company owns or leases more than $10 million in gross asset value of assets as respect of the date of this Agreement same territory referred to in subsections 9.1(a), (b) and (c), not to induce, attempt to induce or as otherwise solicit the personnel of the date Corporation, the Parent or their Affiliates to leave their employment with the Corporation, the Parent or any of termination. For purposes of this Section 9, “Business” means their Affiliates nor to hire the acquisition, development, management, ownership, leasing and/or disposition of retail shopping centers and/or any capital raising activities related thereto. Executive understands and agrees that his covenants contained in this Section 9 are being given in consideration personnel of the numerous mutual promises and agreements contained Corporation, the Parent or any of their Affiliates for any enterprise in this Agreement between which the Company and Executive, including, without limitation, those involving, employment, compensation, and Confidential Information, and in order to protect the Company’s Confidential Information and other legitimate business interests and to reduce the likelihood of irreparable damage which would occur in the event such information is provided to or used by a competitor of the Company. Notwithstanding the foregoing, Executive shall not be deemed to have violated this Section 9 solely by reason of his passive ownership of 10% or less of the outstanding equity interests of any public entity. has an interest. 9.6 The Executive hereby acknowledges that the geographic boundaries, scope of prohibited activities and the time duration of the provisions of this Section 9 are reasonable limited as to the time period, the geographic area and are no broader than are the nature of the activities to what the parties deem necessary to protect the legitimate business interests of the Company. This noncompetition provision can only be revoked or modified by a writing signed by both Corporation, the Parent and their Affiliates, while allowing the Executive and the Chief Executive Officer of the Company, as approved by the Board, which specifically states an intent to revoke or modify this provision. Executive acknowledges that the Company would not employ him or provide him with access to its Confidential Information but for earn his covenants or promises contained in this Section. The Company and Executive agree and stipulate that the agreements and covenants not to compete contained living. 9.7 Nothing in this Section 9 hereof are fair and reasonable in light of all shall operate to reduce or extinguish the obligations of the facts and circumstances Executive arising at law or under this contract which survive at the termination of the relationship between Executive and the Company; provided however, Executive and the Company are aware that in certain circumstances courts have refused to enforce certain terms this Agreement by reason of agreements not to compete. Thereforetheir nature and, in furtherance ofparticular, and not in derogation of without limiting the provisions of this Section 9foregoing, the Company Executive's duty of loyalty and Executive agree that in the event a court should decline obligation to enforce any terms of any of the provisions of this Section 9act faithfully, that this Section 9 shall be deemed to be modified or reformed to restrict Executive’s competition with the Company to the maximum extent, as to time, geography honestly and business scope, which the court shall find enforceable; provided however, in no event shall the provisions of this Section 9 be deemed to be more restrictive to Executive than those contained herein. Executive agrees that during the Noncompetition Term, he shall immediately notify the Company in writing of any employment, work or business he undertakes with or on behalf of any person (including himself) or entity, whether or not for compensationethically.

Non-Competition. During the Employment Period and for an additional (a) For a period of one (1) year following five years from the termination of his employment by the Company for Cause ( Closing Date, except as described permitted in this Section 5a above) or the voluntary termination of employment by the Executive (as described in Section 5c above) (the “Noncompetition Term”5.09(a), Executive agrees the Seller and any of its Affiliates shall not toengage, directly or indirectly, either through any form of ownership or as an individual, director, officer, principal, agent, employee, employer, adviser, consultant, shareholder, partner, member or in any other individual or representative capacity whatsoeverbusiness that competes directly with the Business, either for his own benefit or for as conducted on the benefit of any person or entityClosing Date, without the prior written consent of the Company (which consent may be withheld in its sole discretion), engage in any manner in the Business (as defined below) in the metropolitan areas of Houston, A▇▇▇▇▇, ▇▇▇▇▇▇ or San Antonio, Texas or any other metropolitan area in the United States where States, Canada, Mexico and Puerto Rico (the Company owns or leases more than $10 million in gross asset value of assets as of the date of this Agreement or as of the date of termination"SELLER COVERED BUSINESS"). For purposes of this Section 9, “Business” means the acquisition, development, management, ownership, leasing and/or disposition of retail shopping centers and/or any capital raising activities related thereto. Executive understands and agrees that his covenants contained The restrictions set forth in this Section 9 are being given 5.09(a) shall not be construed to prohibit or restrict: (i) the Seller or any of its Affiliates from engaging in consideration any business related to any activity which does not constitute a part of the numerous mutual promises Seller Covered Business; (ii) any minority equity investment by the Seller or any of its Affiliates in any Person in which the Seller or such Affiliate does not have the right to designate a controlling number of members of the board of directors (or similar governing body) of such entity and agreements contained in which the Seller or such Affiliate collectively holds not more than 25% of the outstanding voting securities; or (iii) any business activity that would otherwise violate this Agreement between Section 5.09(a) that is carried on by a Seller Acquired Company, but only if, at the time of such acquisition, the revenues derived from the Seller Covered Business by the Seller Acquired Company constitute less than 25% of the gross revenues of the Seller Acquired Company and Executive, including, without limitation, those involving, employment, compensation, and Confidential Informationprovided that within six months of the consummation of such acquisition the Seller disposes of the portion of the Seller Acquired Company that is engaged in the Seller Covered Business, and in order connection therewith offers the Purchaser the first opportunity to protect acquire such business. (b) For a period of five years from the Company’s Confidential Information Closing Date, except as permitted in this Section 5.09(b), the Purchaser and other legitimate any of its controlled Affiliates shall not engage, directly or indirectly, in any business interests and to reduce that competes directly with the likelihood of irreparable damage which would occur Automotive Forms Business, as conducted by the Seller on the Closing Date, in North America (the event such information is provided to or used by a competitor of the Company"PURCHASER COVERED BUSINESS"). Notwithstanding the foregoing, Executive The restrictions set forth in this Section 5.09(b) shall not be deemed construed to prohibit or restrict: (i) any minority equity investment by the Purchaser or any of its Affiliates in any Person in which the Purchaser or such Affiliate does not have violated this Section 9 solely by reason the right to designate a controlling number of his passive ownership members of 10the board of directors (or similar governing body) of such entity and in which the Purchaser or such Affiliate collectively holds not more than 25% or less of the outstanding equity interests of voting securities or (ii) any public entity. Executive hereby acknowledges business activity that the geographic boundarieswould otherwise violate this Section 5.09(b) that is carried on by a Purchaser Acquired Company, scope of prohibited activities and but only if, at the time duration of such acquisition, the revenues derived from the Purchaser Covered Business by the Purchaser Acquired Company constitute less than 25% of the gross revenues of the Purchaser Acquired Company and provided that within six months of the consummation of such acquisition the Purchaser disposes of the portion of the Purchaser Acquired Company that is engaged in the Purchaser Covered Business and in connection therewith offers the Seller the first opportunity to acquire such business. To the extent that Purchaser and its Affiliates (other than the Purchaser's controlled Affiliates) acquires a business which competes with the Automotive Form Business prior to the fifth anniversary of the Closing Date, Purchaser or such Affiliates shall not merge or otherwise combine such acquired business with the Business unless such acquired business shall agree, in a form reasonably satisfactory to Seller, to be bound by the terms of the provisions of this Section 9 are reasonable and are no broader than are necessary to protect 5.09. (c) For a period of two years from the legitimate business interests Closing Date, neither party shall hire or knowingly solicit the employment of any employee of the Company. This noncompetition provision can only be revoked or modified by a writing signed by both Executive and the Chief Executive Officer other party as of the Companydate hereof or subsequently hired, as approved by except for any employee who is involuntarily terminated after the Boarddate hereof. (d) For a period of five years from the Closing Date, which specifically states an intent the Seller shall not license any of the Retained Names and Marks to revoke any entity that competes directly with the Business. (e) Notwithstanding the foregoing, Purchaser agrees that, in the event Purchaser sells or modify this provision. Executive acknowledges that the Company would not employ him conveys all or provide him with access to its Confidential Information but for his covenants or promises contained in this Section. The Company and Executive agree and stipulate that the agreements and covenants not to compete contained in this Section 9 hereof are fair and reasonable in light of substantially all of the facts and circumstances assets comprising the Business to any third party, proper provision shall be made in the agreement governing such transaction requiring that the purchaser of the relationship between Executive and the Company; provided however, Executive and the Company are aware that in certain circumstances courts have refused to enforce certain terms of agreements not to compete. Therefore, in furtherance of, and not in derogation of such assets be bound by the provisions of this Section 95.09 for the remainder of its term. (f) Notwithstanding the foregoing, the Company and Executive agree that Seller agrees that, in the event a court should decline Seller sells or conveys all or substantially all of the assets comprising the Automotive Forms Business to enforce any terms third party, proper provision shall be made in the agreement governing such transaction requiring the purchaser of any of such assets be bound by the provisions of this Section 9, that this Section 9 shall be deemed to be modified or reformed to restrict Executive’s competition with 5.09 for the Company to the maximum extent, as to time, geography and business scope, which the court shall find enforceable; provided however, in no event shall the provisions remainder of this Section 9 be deemed to be more restrictive to Executive than those contained herein. Executive agrees that during the Noncompetition Term, he shall immediately notify the Company in writing of any employment, work or business he undertakes with or on behalf of any person (including himself) or entity, whether or not for compensationits term.

Non-Competition. During With respect to each Principal, for a period commencing on the Employment Period Closing Date and for an additional period terminating on the later of one (1a) year following the fifth anniversary of the Closing Date or (b) the first anniversary of the termination of his each Principal's employment by with the Management Company for Cause ( as described in Section 5a above) or the voluntary termination of employment by the Executive (as described in Section 5c above) (the “Noncompetition Term”"Restricted Period"), Executive agrees not tothat Principal shall not, directly or indirectlyfor whatever reason, either through any form of ownership or as an individual, director, officer, principal, agent, employee, employer, adviser, consultant, shareholder, partner, member or in any other individual or representative capacity whatsoever, either whether for his own benefit or her account or for the benefit account of any person or entityother Person, without the prior written consent of the Company (which consent may be withheld in its sole discretion)LLC and the Management Company, as a shareholder, employee, partner, member, board member, consultant, independent contractor, representative or otherwise, engage in any manner business competitive with any business conducted by any of the Grant Tani Entities at any time during th▇ ▇▇▇▇▇▇▇▇ed Period, in the Business (as defined below) in the metropolitan areas Metropolitan Statistical Area of Houston, A▇▇Los Ange▇▇▇, ▇▇▇▇▇▇▇▇▇▇ (▇▇▇ "▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇"). ▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇ the foregoing, nothing herein shall prohibit that Principal from being a shareholder or San Antonioequity holder in any publicly-traded entity whose business is competitive with, Texas the business heretofore conducted, or conducted at any other metropolitan area time during the Restricted Period and in the United States where Restricted Area, by any of the Company owns or leases Grant Tani Entities, as long as that Prin▇▇▇▇▇ ▇▇▇▇ not hold more than $10 million a three percent equity interest in gross asset value of assets as of that publicly-traded entity. Each Principal acknowledges that the date of this Agreement or as of the date of termination. For purposes of this Section 9, “Business” means the acquisition, development, management, ownership, leasing and/or disposition of retail shopping centers and/or any capital raising activities related thereto. Executive understands and agrees that his covenants contained restrictions set forth in this Section 9 6.5, including the Restricted Period and the Restricted Area, are being given made in consideration connection with the sale of substantially all of the numerous mutual promises and agreements contained in this Agreement between assets of Grant Tani, including the Company and Executive, including, without limitation, those involving, employment, compensationgoodwill of tha▇ ▇▇▇▇▇▇▇▇, and Confidential Information, are intended to comply with the California Business and in order to protect the Company’s Confidential Information and other legitimate business interests and to reduce the likelihood of irreparable damage which would occur in the event such information is provided to or used by a competitor of the Company. Notwithstanding the foregoing, Executive shall not be deemed to have violated this Professions Code Section 9 solely by reason of his passive ownership of 10% or less of the outstanding equity interests of any public entity. Executive hereby acknowledges that the geographic boundaries, scope of prohibited activities and the time duration of the provisions of this Section 9 are reasonable and are no broader than are necessary to protect the legitimate business interests of the Company. This noncompetition provision can only be revoked or modified by a writing signed by both Executive and the Chief Executive Officer of the Company, as approved by the Board, which specifically states an intent to revoke or modify this provision. Executive acknowledges that the Company would not employ him or provide him with access to its Confidential Information but for his covenants or promises contained in this Section16601. The Company and Executive agree and stipulate that the agreements and covenants not to compete contained restrictions set forth in this Section 9 hereof are fair 6.5 shall not apply (1) to a Principal whose employment with the LLC and reasonable in light each of its Subsidiaries or by the Management Company is terminated by the LLC and those Subsidiaries or by the Management Company without Cause or by that Principal for Good Reason, (2) to a Principal if a Change of Control occurs and Holdings and its Permitted Transferees or WTC's successor, as the case may be, purchase all of the facts Principal's LLC Interests (including his or her Derivative Share (as that term is defined in the LLC Agreement) and circumstances the LLC Interests held by his or her Permitted Transferees (as that term is defined in the LLC Agreement)) pursuant to Section 7.5(a) of the relationship between Executive LLC Agreement or (3) if the LLC is liquidated and the Company; provided however, Executive and the Company are aware that in certain circumstances courts have refused to enforce certain terms of agreements its business is not to compete. Therefore, in furtherance of, and not in derogation of the provisions of this Section 9, the Company and Executive agree that in the event continued by a court should decline to enforce any terms of any of the provisions of this Section 9, that this Section 9 shall be deemed to be modified or reformed to restrict Executive’s competition with the Company to the maximum extent, as to time, geography and business scope, which the court shall find enforceable; provided however, in no event shall the provisions of this Section 9 be deemed to be more restrictive to Executive than those contained herein. Executive agrees that during the Noncompetition Term, he shall immediately notify the Company in writing of any employment, work or business he undertakes with or on behalf of any person (including himself) or successor entity, whether or not for compensation.

Non-Competition. During Employee acknowledges that his services are special and unique, and compensation is partly in consideration of and conditioned upon Employee not competing with Company or any of its subsidiaries, and that a covenant on Employee’s part not to compete is essential to protect the Employment Period business and good will of Employer. Accordingly, except as hereinafter provided, Employee agrees that for an additional period of one twelve (112) year following months after the termination of his employment by the Company for Cause ( employment, Employee shall not be engaged or interested as described in Section 5a above) or the voluntary termination of employment by the Executive (as described in Section 5c above) (the “Noncompetition Term”), Executive agrees not to, directly or indirectly, either through any form of ownership or as an individual, a director, officer, principal, agentstockholder (except as provided herein), employee, employer, adviser, consultant, shareholder, partner, member individual proprietor, lender or in any other individual or representative capacity whatsoevercapacity, either for his own benefit or for the benefit of any person or entity, without the prior written consent of the Company (which consent may be withheld in its sole discretion), engage in any manner in business, which is competitive with the Business (business of Employer as defined below) in conducted at the metropolitan areas time of HoustonEmployee’s termination and which involves Employee’s knowledge, Aactions or assistance within the counties of Westchester, Rockland, Ulster, Orange, Duchess and S▇▇▇▇▇, ▇▇▇▇▇▇ or San Antonioin New York and Sussex, Texas or any other metropolitan area Bergen and Passaic in New Jersey; however, this restriction will not apply to new kinds of business in which Employee may engage in the United States where future, after such termination, unless Employee has been actively engaged in the development or otherwise involved in such business while an employee of Employer. In addition, Employee agrees that for the same twelve (12) months, he shall not recruit or recommend any person who is or was an employee of the Company owns or leases more than $10 million in gross asset value of assets as while Employee was also an Employee, to any business which is competitive with the business of the date Employer as conducted at the time of this Agreement Employee’s termination and which involves Employee’s knowledge, actions or as assistance within the counties of the date Westchester, Rockland, Ulster, Orange, Duchess and S▇▇▇▇▇▇▇ in New York and Sussex, Bergen and Passaic in New Jersey. Nothing herein shall prohibit Employee from investing in any securities of termination. For purposes of this Section 9any corporation which is in competition with Employer, “Business” means the acquisition, development, management, ownership, leasing and/or disposition of retail shopping centers and/or any capital raising activities related thereto. Executive understands and agrees that his covenants contained in this Section 9 whose securities are being given in consideration of the numerous mutual promises and agreements contained in this Agreement between the Company and Executive, including, without limitation, those involving, employment, compensation, and Confidential Information, and in order to protect the Company’s Confidential Information and other legitimate business interests and to reduce the likelihood of irreparable damage which would occur listed on a national exchange or traded in the event such information is provided to or used by a competitor of the Company. Notwithstanding the foregoing, Executive over-the-counter market if Employee shall not be deemed to have violated this Section 9 solely by reason of his passive ownership of 10% or own less than five (5%) percent of the outstanding equity interests securities of any public entity. Executive hereby acknowledges that the geographic boundaries, scope of prohibited activities and the time duration of the provisions of this Section 9 are reasonable and are no broader than are necessary to protect the legitimate business interests of the Company. This noncompetition provision can only be revoked or modified by a writing signed by both Executive and the Chief Executive Officer of the Company, as approved by the Board, which specifically states an intent to revoke or modify this provision. Executive acknowledges that the Company would not employ him or provide him with access to its Confidential Information but for his covenants or promises contained in this Section. The Company and Executive agree and stipulate that the agreements and covenants not to compete contained in this Section 9 hereof are fair and reasonable in light of all of the facts and circumstances of the relationship between Executive and the Company; provided however, Executive and the Company are aware that in certain circumstances courts have refused to enforce certain terms of agreements not to compete. Therefore, in furtherance of, and not in derogation of the provisions of this Section 9, the Company and Executive agree that in the event a court should decline to enforce any terms of any of the provisions of this Section 9, that this Section 9 shall be deemed to be modified or reformed to restrict Executive’s competition with the Company to the maximum extent, as to time, geography and business scope, which the court shall find enforceable; provided however, in no event shall the provisions of this Section 9 be deemed to be more restrictive to Executive than those contained herein. Executive agrees that during the Noncompetition Term, he shall immediately notify the Company in writing of any employment, work or business he undertakes with or on behalf of any person (including himself) or entity, whether or not for compensationsuch corporation.

Non-Competition. During Executive hereby acknowledges and agrees that, during the Employment Period course of employment, Executive has become, and will become, familiar with and involved in all aspects of the business and operations of the Bank Entities. Executive hereby covenants and agrees that during the Term and for an additional period of one (1) year following after the termination of his employment by the Company for Cause ( as described in Section 5a above) or the voluntary termination of employment by the Executive (as described in Section 5c above) Termination Date (the “Noncompetition TermRestricted Period”), Executive agrees shall not, without the prior approval of a majority of the Company Board (Executive not toparticipating), directly or indirectly, either through in any form of ownership or capacity (whether as an individuala proprietor, owner, agent, officer, director, officershareholder, organizer, partner, principal, agentmanager, member, employee, employercontractor, adviserconsultant or otherwise) own, consultantmanage or control or participate in the ownership, shareholdermanagement or control, partneror perform services that are the same as or substantially to those services provided by Executive to the Company or the Bank within twelve (12) months prior to the cessation of Executive’s employment by the Company or the Bank to, member any Competitive Business or to any Person that is attempting to form or acquire a Competitive Business if such Competitive Business operates, or is planning to operate, any office, branch or other facility (in any other individual case, a “Branch”) that is (or representative capacity whatsoever, either for his own benefit is proposed to be) located within a fifty (50) mile radius of the Bank’s headquarters or for the benefit within a twenty-five (25) mile radius of any person or entity, without the prior written consent Branch office of the Company (which consent may be withheld Bank Entities that is in its sole discretion), engage in any manner in the Business (as defined below) in the metropolitan areas of Houston, A▇▇▇▇▇, ▇▇▇▇▇▇ or San Antonio, Texas or any other metropolitan area in the United States where the Company owns or leases more than $10 million in gross asset value of assets as of existence immediately prior to the date of termination of Executive’s employment. Notwithstanding any provision hereof to the contrary, this Agreement Section 8.4 does not restrict Executive’s right to (i) own or as acquire securities of any entity that files periodic reports with the Securities and Exchange Commission under Section 13 or 15(d) of the date Securities Exchange Act of termination. For purposes of this Section 91934, as amended (the “Business” means the acquisition, development, management, ownership, leasing and/or disposition of retail shopping centers and/or any capital raising activities related thereto. Executive understands and agrees Exchange Act”); provided that his covenants contained in this Section 9 are being given in consideration of the numerous mutual promises and agreements contained in this Agreement between the Company and Executive, including, without limitation, those involving, employment, compensation, and Confidential Information, and in order to protect the Company’s Confidential Information and other legitimate business interests and to reduce the likelihood of irreparable damage which would occur in the event such information is provided to or used by a competitor of the Company. Notwithstanding the foregoing, Executive shall not be deemed to have violated this Section 9 solely by reason of his passive total ownership of 10% or constitutes less than two percent (2%) of the outstanding equity interests securities of such entity; or (ii) to own, or during the Restricted Period to maintain ownership of (but not to acquire ownership of), passive investments in securities of any public entity. Executive hereby acknowledges entity that does not file periodic reports with the geographic boundaries, scope of prohibited activities Securities and the time duration Exchange Commission under Section 13 or 15(d) of the provisions of this Section 9 are reasonable and are no broader Exchange Act; provided that his total ownership constitutes less than are necessary to protect the legitimate business interests five percent (5%) of the Company. This noncompetition provision can only be revoked or modified by a writing signed by both Executive and the Chief Executive Officer outstanding securities of the Company, as approved by the Board, which specifically states an intent to revoke or modify this provision. Executive acknowledges that the Company would not employ him or provide him with access to its Confidential Information but for his covenants or promises contained in this Section. The Company and Executive agree and stipulate that the agreements and covenants not to compete contained in this Section 9 hereof are fair and reasonable in light of all of the facts and circumstances of the relationship between Executive and the Company; provided however, Executive and the Company are aware that in certain circumstances courts have refused to enforce certain terms of agreements not to compete. Therefore, in furtherance of, and not in derogation of the provisions of this Section 9, the Company and Executive agree that in the event a court should decline to enforce any terms of any of the provisions of this Section 9, that this Section 9 shall be deemed to be modified or reformed to restrict Executive’s competition with the Company to the maximum extent, as to time, geography and business scope, which the court shall find enforceable; provided however, in no event shall the provisions of this Section 9 be deemed to be more restrictive to Executive than those contained herein. Executive agrees that during the Noncompetition Term, he shall immediately notify the Company in writing of any employment, work or business he undertakes with or on behalf of any person (including himself) or entity, whether or not for compensationsuch company.

Non-Competition. A. Executive acknowledges and recognizes the highly competitive nature of the busi-ness of the Company and that he provides essential and unique services to the Company. Accordingly, despite that the terms contained herein may limit Executive's ability to engage in certain business pursuits during the Restricted Period (as defined below), Executive hereby agrees as follows: During the Employment Period Term and for the period ending two years following the termination of the Term and Executive's employment with the Company for any reason other than an additional period of involuntary termination without Cause or a voluntary resignation by Executive, each within one (1) year following the termination of his employment by the Company for Cause ( as described in Section 5a above) or the voluntary termination a Change of employment by the Executive Control (as described in Section 5c abovedefined herein) (the “Noncompetition Term”), Executive agrees not to, directly or indirectly, either through any form of ownership or as an individual, director, officer, principal, agent, employee, employer, adviser, consultant, shareholder, partner, member or in any other individual or representative capacity whatsoever, either for his own benefit or for the benefit of any person or entity, without the prior written consent of the Company (the "Restricted Period"), Executive will not, whether on Executive's own behalf or on behalf of or in conjunction with any person, firm, partnership, joint venture, association, corporation or other business organization, entity or enterprise whatsoever ("Person"): (I) become an officer, director, joint venturer, employee, agent, consultant or five percent (5%) or more shareholder (either directly or indirectly) of, or promote, provide services to or assist in any way, any person or entity which consent may be withheld directly competes with any business of the Company or any of its affiliates in its sole discretion)which the Company or such affiliates are engaged as of the date of Executive's termination of employment with the Company, and which constitutes, on a consolidated basis, at least ten percent (10%) of the Company's revenues (hereinafter, engage in a "Competing Business"). Executive acknowledges that such restriction may limit his ability to engage in certain business pursuits during the Restricted Period, but also acknowledges that the Company has provided significantly higher remuneration and benefits from the Company, as provided herein, than that which he otherwise would have received to adequately compensate him for such restriction. Executive has had an opportunity to consult with an attorney with respect to these restrictions; (II) interfere with, or attempt to interfere with, business relationships (whether formed before, on or after the date of this Agreement) between the Company and customers, clients, suppliers, partners, members or investors of the Company. B. It is expressly understood and agreed that although Executive and the Company consider the restrictions contained in this Paragraph 10 to be reasonable, if a final determination is made by an arbitrator or arbitrators, or by a court of competent jurisdiction that the time or territory or any manner other restriction contained in this Agreement is an unenforceable restriction against Executive, the Business (provisions of this Agreement shall not be rendered void but shall be deemed amended to apply as defined below) in the metropolitan areas of Houston, Ato such maximum time and terri-tory and to such maximum extent as such court may judicially ▇▇▇▇▇, ▇▇▇▇▇▇ or San Antonioindicate to be enforceable. Alternatively, Texas or if any other metropolitan area in the United States where the Company owns or leases more than $10 million in gross asset value court of assets as of the date of this Agreement or as of the date of termination. For purposes of this Section 9, “Business” means the acquisition, development, management, ownership, leasing and/or disposition of retail shopping centers and/or competent jurisdiction finds that any capital raising activities related thereto. Executive understands and agrees that his covenants contained in this Section 9 are being given in consideration of the numerous mutual promises and agreements restric-tion contained in this Agreement between the Company and Executive, including, without limitation, those involving, employment, compensationis unenforceable, and Confidential Informationsuch restriction cannot be amended so as to make it enforceable, and in order to protect the Company’s Confidential Information and other legitimate business interests and to reduce the likelihood of irreparable damage which would occur in the event such information is provided to or used by a competitor of the Company. Notwithstanding the foregoing, Executive finding shall not be deemed to have violated this Section 9 solely by reason of his passive ownership of 10% or less of affect the outstanding equity interests of any public entity. Executive hereby acknowledges that the geographic boundaries, scope of prohibited activities and the time duration of the provisions of this Section 9 are reasonable and are no broader than are necessary to protect the legitimate business interests of the Company. This noncompetition provision can only be revoked or modified by a writing signed by both Executive and the Chief Executive Officer of the Company, as approved by the Board, which specifically states an intent to revoke or modify this provision. Executive acknowledges that the Company would not employ him or provide him with access to its Confidential Information but for his covenants or promises contained in this Section. The Company and Executive agree and stipulate that the agreements and covenants not to compete contained in this Section 9 hereof are fair and reasonable in light of all of the facts and circumstances of the relationship between Executive and the Company; provided however, Executive and the Company are aware that in certain circumstances courts have refused to enforce certain terms of agreements not to compete. Therefore, in furtherance of, and not in derogation of the provisions of this Section 9, the Company and Executive agree that in the event a court should decline to enforce any terms enforceability of any of the provisions of this Section 9, that this Section 9 shall be deemed to be modified or reformed to restrict Executive’s competition with the Company to the maximum extent, as to time, geography and business scope, which the court shall find enforceable; provided however, in no event shall the provisions of this Section 9 be deemed to be more restrictive to Executive than those other restrictions contained herein. Executive agrees that during the Noncompetition Term, he shall immediately notify the Company in writing of any employment, work or business he undertakes with or on behalf of any person (including himself) or entity, whether or not for compensation.

Non-Competition. During (a) Executive agrees that, beginning on the Employment Period Effective Date, and continuing for an additional a period of one twenty-four (124) year following months (“the termination of his employment by the Company for Cause ( as described in Section 5a above) or the voluntary termination of employment by the Executive (as described in Section 5c above) (the “Noncompetition TermRestricted Period”), Executive agrees will not to, directly or indirectly, engage in any of the following prohibited activities: (1) induce or attempt to induce any person who is employed by or otherwise engaged to perform services for the Company to cease working for the Company; (2) induce or attempt to induce any customer, client, vendor, or supplier of the Company to cease doing business with the Company; or (3) engage or participate, or prepare to engage or participate, either through any form of ownership individually or as an individualemployee, directorcontractor, consultant, principal, owner, partner, agent, trustee, officer, principaldirector or shareholder of a corporation, agentpartnership or other business entity, employee, employer, adviser, consultant, shareholder, partner, member or in any other individual or representative capacity whatsoever, either for his own benefit or for the benefit of any person or entity, without the prior written consent of business which competes with the Company (which consent may be withheld in its sole discretion), engage or engages in any manner in the Business (as defined below) in the metropolitan areas line of Houston, A▇▇▇▇▇, ▇▇▇▇▇▇ or San Antonio, Texas or any other metropolitan area in the United States where business which the Company owns has entered or leases more than $10 million in gross asset value of assets as of internally announced an intention to enter prior to the date of this Agreement or as of the date of termination. For purposes of this Section 9, “Business” means the acquisition, development, management, ownership, leasing and/or disposition of retail shopping centers and/or any capital raising activities related thereto. Executive understands and agrees that his covenants contained in this Section 9 are being given in consideration of the numerous mutual promises and agreements contained in this Agreement between the Company and ExecutiveEffective Date, including, without limitation, those involving, employment, compensation, and Confidential Information, and in order to protect (a) the Company’s Confidential Information and other legitimate business interests and to reduce provision of radiology services through the likelihood of irreparable damage which would occur in the event such information is provided Internet to or used by a competitor on behalf of health care providers,; or (b) the Companyprovision of services or systems, including software and/or picture archiving and communication systems (“PACS”), that facilitate the acquisition or delivery of radiology images and data between locations for purposes of image management, image interpretation or delivery of interpretative reports, or (c) the provision of services or systems, including software, that are ancillary to the provision of radiology image interpretation services, including without limitation credentialing, licensing or scheduling, or (d) providing services to ThinAir Data Corp., Neurostar Solutions, Inc., or Commisure Inc., and/or any successors in interest. Notwithstanding the foregoing, Executive nothing in this Agreement shall not be deemed to have violated this Section 9 solely by reason of his passive ownership of 10preclude Executive from holding less than 1% or less of the outstanding equity interests capital stock of any public entity. Executive hereby acknowledges that corporation required to file periodic reports with the geographic boundariesSecurities and Exchange Commission under Section 13 or 15(d) of the Securities Exchange Act of 1934, scope of prohibited activities as amended, and the time duration securities of which are listed on any national securities exchange or quoted on the provisions National Association of this Section 9 are reasonable and are no broader than are necessary to protect Securities Dealers Automated Quotation System or traded on the legitimate business interests of the Company. This noncompetition provision can only be revoked or modified by a writing signed by both Executive and the Chief Executive Officer of the Company, as approved by the Board, which specifically states an intent to revoke or modify this provision. over-the-counter market. (b) Executive acknowledges that the Company would has expended substantial time and expense in the acquisition, research and development of processes, technology, techniques and products which are unique to the Company or not employ him generally known to others and which could be unfairly taken or provide him used by others in competition with access to its Confidential Information but for his covenants or promises contained in this Section. The Company and Executive agree and stipulate that the agreements and covenants not to compete contained in this Section 9 hereof are fair and reasonable in light of all of the facts and circumstances of the relationship between Executive and the Company; provided however, Executive and the Company are aware that in certain circumstances courts have refused to enforce certain terms of agreements not to compete. Therefore, in furtherance of, and not in derogation of the provisions of this Section 9, the Company and Executive agree further acknowledges that in the event a court should decline to enforce any terms of any of the provisions of this Section 9, that this Section 9 shall be deemed to be modified or reformed to restrict Executive’s competition with the Company is not based strictly on geographical location. Accordingly, Executive agrees that the restrictions contained in this Agreement are reasonable. If the scope of the restrictions contained herein is too broad to permit enforcement of such restrictions to their full extent, then such restrictions shall be construed or re-written (“blue-lined”) so as to be enforceable to the maximum extentextent permitted by law, as and Executive hereby consents, to timethe extent Executive may lawfully do so, geography to the judicial modification of the scope of such restrictions in any proceeding brought to enforce such restrictions. (c) To the extent Executive has question about whether a potential opportunity violates this Agreement, she will inform the General Counsel of the opportunity and business scope, which the court shall find enforceable; provided however, in no event shall the provisions seek a response. (d) Executive understands her obligation to notify any potential employer about this provision and VRC agrees that Executive may provide a prospective employer with a copy of this Section 9 be deemed to be more restrictive to Executive than those contained herein. Executive agrees that during the Noncompetition Term, he shall immediately notify the Company in writing of any employment, work or business he undertakes with or on behalf of any person (including himself) or entity, whether or not for compensation11 only.

Non-Competition. During Executive hereby acknowledges and agrees that, during the Employment Period course of employment, in addition to Executive’s access to Confidential Information, Executive has become, and for an additional period will become, familiar with and involved in all aspects of the business and operations of the Bank Entities. Executive hereby covenants and agrees that during the Term until one (1) year following after the termination of his employment by the Company for Cause ( as described in Section 5a above) or the voluntary termination of employment by the Executive (as described in Section 5c above) Termination Date (the “Noncompetition TermRestricted Period”), Executive agrees will not toat any time (except for the Bank Entities), directly or indirectly, either through in any form of ownership or capacity (whether as an individuala proprietor, owner, agent, officer, director, officershareholder, organizer, partner, principal, agentmanager, member, employee, employercontractor, adviserconsultant or otherwise): (1) provide any advice, consultantassistance or services of the kind or nature which he provided to any of the Bank Entities or relating to business activities of the type engaged in by any of the Bank Entities within the preceding two years, shareholderto any Person who owns or operates a Competitive Business or to any Person that is attempting to initiate or acquire a Competitive Business (in either case, partnera “Competitor”) if (i) such Competitor operates, member or is planning to operate, any office, branch or other facility (in any other individual case, a “Branch”) that is (or representative capacity whatsoeveris proposed to be) located within a fifty (50) mile radius of the Bank’s headquarters or any Branch of the Bank Entities and (ii) such Branch competes or will compete with the products or services offered or planned to be offered by the Bank Entities during the Restricted Period; or (2) sell or solicit sales of Competitive Products or Services to Persons within such 50 mile radius, either for his or assist any Competitor in such sales activities. Notwithstanding any provision hereof to the contrary, this Section 8.4 does not restrict Executive’s right to (i) own benefit or for the benefit securities of any person Entity that files periodic reports with the Securities and Exchange Commission under Section 13 or entity, without the prior written consent 15(d) of the Company Securities Exchange Act of 1934, as amended; provided that Executive’s total ownership constitutes less than two percent (which consent may be withheld in its sole discretion), engage in any manner in 2%) of the Business outstanding securities of such company and that such ownership does not does not violate: (as defined belowA) in the metropolitan areas Code of Houston, A▇▇▇▇▇, ▇▇▇▇▇▇ or San Antonio, Texas Conduct or any other metropolitan area in the United States where the Company owns or leases more than $10 million in gross asset value of assets as policy of the date of this Agreement Bank, including any policy related to inside #113813870 v1 information; (B) any applicable securities law; or as (C) any applicable standstill or other similar contractual obligation of the date of termination. For purposes of this Section 9, “Business” means the acquisition, development, management, ownership, leasing and/or disposition of retail shopping centers and/or any capital raising activities related thereto. Executive understands and agrees that his covenants contained in this Section 9 are being given in consideration of the numerous mutual promises and agreements contained in this Agreement between the Company and Executive, including, without limitation, those involving, employment, compensation, and Confidential Information, and in order to protect the Company’s Confidential Information and other legitimate business interests and to reduce the likelihood of irreparable damage which would occur in the event such information is provided to or used by a competitor of the Company. Notwithstanding the foregoing, Executive shall not be deemed to have violated this Section 9 solely by reason of his passive ownership of 10% or less of the outstanding equity interests of any public entity. Executive hereby acknowledges that the geographic boundaries, scope of prohibited activities and the time duration of the provisions of this Section 9 are reasonable and are no broader than are necessary to protect the legitimate business interests of the Company. This noncompetition provision can only be revoked or modified by a writing signed by both Executive and the Chief Executive Officer of the Company, as approved by the Board, which specifically states an intent to revoke or modify this provision. Executive acknowledges that the Company would not employ him or provide him with access to its Confidential Information but for his covenants or promises contained in this Section. The Company and Executive agree and stipulate that the agreements and covenants not to compete contained in this Section 9 hereof are fair and reasonable in light of all of the facts and circumstances of the relationship between Executive and the Company; provided however, Executive and the Company are aware that in certain circumstances courts have refused to enforce certain terms of agreements not to compete. Therefore, in furtherance of, and not in derogation of the provisions of this Section 9, the Company and Executive agree that in the event a court should decline to enforce any terms of any of the provisions of this Section 9, that this Section 9 shall be deemed to be modified or reformed to restrict Executive’s competition with the Company to the maximum extent, as to time, geography and business scope, which the court shall find enforceable; provided however, in no event shall the provisions of this Section 9 be deemed to be more restrictive to Executive than those contained herein. Executive agrees that during the Noncompetition Term, he shall immediately notify the Company in writing of any employment, work or business he undertakes with or on behalf of any person (including himself) or entity, whether or not for compensationBank.

Non-Competition. During The Executive acknowledges that employment by the Corporation will give the Executive access to the Confidential Information, and that the Executive’s knowledge of the Confidential Information will enable the Executive to put the Corporation at a significant competitive disadvantage if the Executive is employed or engaged by or becomes involved in a Competitive Business. Accordingly, during the Employment Period and for an additional the relevant period of one (1) year following time specified in Schedule “A” after the termination of his employment by the Company for Cause ( as described in Section 5a above) or the voluntary termination of employment by Termination Date, the Executive (as described in Section 5c above) (the “Noncompetition Term”), Executive agrees not towill not, directly or indirectly, individually or in partnership or in conjunction with any other Person: 11.1.1. be engaged, directly or indirectly, in any manner whatsoever, including, without limitation, either through individually or in partnership, jointly or in conjunction with any form of ownership other person, or as an individualemployee, directorconsultant, officeradviser, principal, agent, employeemember, employershareholder or proprietor in any Competitive Business; or 11.1.2. advise, adviserinvest in, consultantlend money to, shareholderguarantee the debts or obligations of, partner, member or otherwise have any other financial or other interest (including an interest by way of royalty or other compensation arrangements) in or in any other individual or representative capacity whatsoever, either for his own benefit or for the benefit respect of any person Person which carries on a Competitive Business. The restrictions in section 11.1 above will not prohibit the Executive from (i) holding not more than five percent of the issued shares of a public company listed on any recognized stock exchange or entity, without traded on any bona fide “over the counter” market anywhere in the world or (ii) with the prior written consent of the Company (board of directors of the Corporation, which consent may will not be withheld in its sole discretion)unreasonably withheld, engage in serve on the board of directors of other corporations or accept part-time unpaid academic appointments, provided that any manner in such board or academic appointment does not interfere with the Business (as defined below) in the metropolitan areas of Houston, A▇▇▇▇▇, ▇▇▇▇▇▇ or San Antonio, Texas or any other metropolitan area in the United States where the Company owns or leases more than $10 million in gross asset value of assets as performance of the date Executive’s obligations hereunder, is not a Competitive Business and provides, in a manner satisfactory to the board of this Agreement or as directors of the date Corporation, for the adequate protection of terminationany intellectual property arising out of or in connection with such appointment. For purposes greater certainty, the Executive’s obligations under this section 11.1 are in addition to the obligations respecting disclosure and use of this Section 9, “Business” means the acquisition, development, management, ownership, leasing and/or disposition of retail shopping centers and/or any capital raising activities related thereto. Executive understands and agrees that his covenants contained in this Section 9 are being given in consideration of the numerous mutual promises and agreements contained in this Agreement between the Company and Executive, including, without limitation, those involving, employment, compensation, and Confidential Information, and in order to protect the Company’s Confidential Information and other legitimate business interests and to reduce the likelihood of irreparable damage which would occur in the event such information is provided to or used by a competitor of the Company. Notwithstanding the foregoing, Executive shall not be deemed to have violated this Section 9 solely by reason of his passive ownership of 10% or less of the outstanding equity interests of any public entity. Executive hereby acknowledges that the geographic boundaries, scope of prohibited activities and the time duration of the provisions of this Section 9 are reasonable and are no broader than are necessary to protect the legitimate business interests of the Company. This noncompetition provision can only be revoked or modified by a writing signed by both Executive and the Chief Executive Officer of the Company, as approved by the Board, which specifically states an intent to revoke or modify this provision. Executive acknowledges that the Company would not employ him or provide him with access to its Confidential Information but for his covenants or promises contained in this Section. The Company and Executive agree and stipulate that the agreements and covenants not to compete contained in this Section 9 hereof are fair and reasonable in light of all of the facts and circumstances of the relationship between Executive and the Company; provided however, Executive and the Company are aware that in certain circumstances courts have refused to enforce certain terms of agreements not to compete. Therefore, in furtherance of, and not in derogation of the provisions of this Section 9, the Company and Executive agree that in the event a court should decline to enforce any terms of any of the provisions of this Section 9, that this Section 9 shall be deemed to be modified or reformed to restrict Executive’s competition with the Company pursuant to the maximum extent, as Confidentiality Agreement referred to time, geography and business scope, which the court shall find enforceable; provided however, in no event shall the provisions of this Section 9 be deemed to be more restrictive to Executive than those contained herein. Executive agrees that during the Noncompetition Term, he shall immediately notify the Company in writing of any employment, work or business he undertakes with or on behalf of any person (including himself) or entity, whether or not for compensationsection 10.

Non-Competition. During the Employment Period and for an additional period of one (1) year following the termination of his employment by the Company for Cause ( 11.8.1 Except as described provided in Section 5a above11.8.5 below, in furtherance of the consideration being paid by Parent and Partnership to the Members and EOC Beneficial Owners hereunder, each of the Members and EOC Beneficial Owners agree that, during the period beginning on the Closing Date and ending on the fifth (5th) or anniversary of the voluntary termination of employment by the Executive Closing Date (as described in Section 5c above) (such period, the “Noncompetition TermRestricted Period”), Executive agrees not tono Member, EOC Beneficial Owner, or any of their respective Affiliates shall directly or indirectly (i) engage or participate in, or seek to engage or participate in (whether as an officer, director, employee, partner, stockholder, agent, consultant, representative, or otherwise) any property management services for the Managed Properties, (ii) provide, or seek to provide, consulting services with respect to the property management of the Managed Properties, or (iii) own any equity interest in any entity that provides, or seeks to provide, property management services for the Managed Properties. 11.8.2 Each of the Members and EOC Beneficial Owners acknowledge and agree that the scope and the length of the non-compete period in Section 11.8.1 is reasonable and narrowly drawn to impose no greater restraint than is necessary to protect the goodwill of the Business and to protect the Purchaser Parties’ legitimate interest in the enjoyment of the Business. Each of the Purchaser Parties, Members and EOC Beneficial Owners intends that the covenants of this Section 11.8.2 and Section 11.8.1 shall be deemed to be a series of separate covenants. 11.8.3 Except as permitted by Section 11.8.5 below, each of the Members and EOC Beneficial Owners agree that no Member, EOC Beneficial Owner or any of their respective Affiliates shall, whether directly or indirectly, either through during the Restricted Period do any form of ownership the following: (i) solicit the employment of or as an individual, director, officer, principal, agent, employee, employer, adviser, consultant, shareholder, partner, member or in hire any other individual or representative capacity whatsoever, either for his own benefit or for the benefit current employee of any person of the Acquired Companies (other than ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇) who remains employed by the Acquired Companies, Parent or entity, Partnership or their Affiliates at Closing (excluding such employees following any termination of employment with the Purchaser Parties) without the prior written consent of the Company Parent, provided, however, that nothing herein shall prohibit Members, EOC Beneficial Owners or any of their respective Affiliates from making general solicitation advertisements that are not targeted at such employees or hiring any such employees who were previously terminated or had previously resigned such employment; or (which consent may be withheld in its sole discretion), engage in ii) call on or solicit any manner in supplier or vendor that was providing products or services to the Business on the Closing Date in order to influence or induce or attempt to influence or induce such Person to decrease or cease doing business with any Acquired Company; or (as defined belowiii) in make any statement or do any act willfully and intentionally to cause existing property owners who conduct business with any of the metropolitan areas Acquired Companies to make use of Houstonthe property management services of any competing property management company with respect to any of the properties being managed by the Acquired Companies. (a) If Members, A▇▇▇▇▇, ▇▇▇▇▇▇ or San Antonio, Texas EOC Beneficial Owners or any other metropolitan area in the United States where the Company owns of their respective Affiliates breach or leases more than $10 million in gross asset value threaten to commit a breach of assets as any of the date restrictive covenants set forth in Section 11.8.3, then, notwithstanding anything to the contrary in this Agreement, Purchaser Parties sole right and remedy, in addition to recovery of reasonable attorney fees and expenses in connection therewith, shall be to have the restrictive covenants in this Agreement Section 11.8.3 specifically enforced against Members, EOC Beneficial Owners and/or their respective Affiliates, including temporary restraining orders and injunctions by any court of competent jurisdiction and without the requirement to post any bond or as make any other undertaking with respect thereto, it being agreed by Members and EOC Beneficial Owners that any breach or threatened breach by Members, EOC Beneficial Owners or any of the date of termination. For purposes their respective Affiliates of this Section 911.8.3 would cause irreparable injury to Purchaser Parties and that money damages would not provide an adequate remedy to Purchaser Parties. (b) If Members, “Business” means EOC Beneficial Owners or any of their respective Affiliates breach any of the acquisitionrestrictive covenants set forth in Section 11.8.1, developmentthen Purchaser Parties shall have the right to seek the remedies set forth in Section 11.8.8, managementwhich remedies, ownershipnotwithstanding anything to the contrary in this Agreement, leasing and/or disposition shall be the sole and exclusive remedies of retail shopping centers and/or Purchaser Parties with respect to any capital raising activities related thereto. Executive understands breach of Section 11.8.1 by Members or EOC Beneficial Owners. 11.8.4 If, during the enforcement of any or all of the covenants and agrees that his covenants contained provisions set forth in this Section 9 11.8, any court of competent jurisdiction enters a final judgment that declares that the duration, scope, or area restrictions stated herein are being given in consideration unreasonable under circumstances then existing, are invalid, or are otherwise unenforceable, then the Parties agree that the maximum enforceable duration, scope, or area reasonable under such circumstances shall be substituted for the stated duration, scope, or area, and that the court making the determination of invalidity or unenforceability shall have the power to revise the scope, duration, or area of the numerous mutual promises term or provision, to delete specific words or phrases, or to replace any invalid or unenforceable term or provision with a term or provision that is valid and agreements contained enforceable and that comes the closest to expressing the intention of the invalid or unenforceable term or provision, and this Agreement shall be enforceable as so modified to cover the maximum duration, scope, or area permitted by Law. 11.8.5 Notwithstanding the terms of this Section 11.8, each of the Members, EOC Beneficial Owners and their respective Affiliates shall be directly or indirectly (i) entitled to own equity interests in Partnership and Parent, subject to the applicable terms of the Other Transaction Agreements, and (ii) permitted to engage in all activities necessary to carry out such Person’s duties and obligations as a director, or as directed by senior management or the Board of Parent, as an employee or other Representative of Parent, Partnership or any of their respective subsidiaries. In addition, notwithstanding the terms of this Section 11.8, the Parties acknowledge and agree that Members, EOC Beneficial Owners and their Affiliates hold equity and other economic interests in the Managed Properties and such Persons shall be entitled to carry out all fiduciary and other contractual obligations in connection therewith. None of the activities set forth in this Agreement between Section 11.8.5 shall violate or breach the Company other restrictions set forth in this Section 11.8. 11.8.6 Members and Executive, including, without limitation, those involving, employment, compensation, and Confidential Information, and in order to protect the Company’s Confidential Information and other legitimate business interests and to reduce the likelihood EOC Beneficial Owners shall be responsible for any breach of irreparable damage which would occur in the event such information is provided to or used this Section 11.8 by a competitor any of their respective Affiliates. 11.8.7 Each of the Company. Notwithstanding the foregoing, Executive shall not be deemed to have violated this Section 9 solely by reason of his passive ownership of 10% or less of the outstanding equity interests of any public entity. Executive hereby acknowledges that the geographic boundaries, scope of prohibited activities and the time duration of Parties considers the provisions of this Section 9 are reasonable and are no broader than are necessary 11.8 to protect the legitimate business interests of the Company. This noncompetition provision can only be revoked or modified by a writing signed by both Executive and the Chief Executive Officer of the Company, as approved by the Board, which specifically states an intent to revoke or modify this provision. Executive acknowledges that the Company would not employ him or provide him with access to its Confidential Information but for his covenants or promises contained in this Section. The Company and Executive agree and stipulate that the agreements and covenants not to compete contained in this Section 9 hereof are fair and reasonable in light of all of the facts and circumstances of the relationship between Executive and the Company; provided however, Executive and the Company are aware that in certain circumstances courts have refused order to enforce certain terms of agreements not to compete. Therefore, in furtherance of, and not in derogation of the provisions of this Section 9, the Company and Executive agree that in the event a court should decline to enforce any terms of any of the provisions of this Section 9, that this Section 9 shall be deemed to be modified or reformed to restrict Executive’s competition with the Company to the maximum extent, as to time, geography and protect their respective legitimate business scope, which the court shall find enforceable; provided however, in no event shall the provisions of this Section 9 be deemed to be more restrictive to Executive than those contained herein. Executive agrees that during the Noncompetition Term, he shall immediately notify the Company in writing of any employment, work or business he undertakes with or on behalf of any person (including himself) or entity, whether or not for compensationinterests.

Non-Competition. (a) During the Employment Period period commencing on the Closing Date and for an additional period ending on the [**] anniversary of one (1) year following the termination of his employment by the Company for Cause ( as described in Section 5a above) or the voluntary termination of employment by the Executive (as described in Section 5c above) (the “Noncompetition Term”)Closing Date, Executive agrees Seller and its Subsidiaries shall not to, directly or indirectly: (i) engage in the Business or any aspect thereof; or (ii) induce any Person which was or is a client, either through any form of ownership or as an individual, director, officer, principal, agent, employee, employer, adviser, consultant, shareholder, collaboration partner, member licensee or in any other individual or representative capacity whatsoever, either for his own benefit or for the benefit of any person or entity, without the prior written consent of the Company (which consent may be withheld in its sole discretion), engage in any manner in customer with respect to the Business (as defined belowof the Closing Date or during the prior [**] period ending on the Closing Date) in the metropolitan areas (a “Business Contact”) to terminate any of Houston, A▇▇▇▇▇, ▇▇▇▇▇▇ or San Antonio, Texas its relationships with Buyer or any other metropolitan area in the United States where the Company owns or leases more than $10 million in gross asset value Affiliate of assets as of the date of this Agreement or as of the date of termination. For purposes of this Section 9Buyer; provided, “Business” means the acquisition, development, management, ownership, leasing and/or disposition of retail shopping centers and/or any capital raising activities related thereto. Executive understands and agrees that his covenants contained in this Section 9 are being given in consideration of the numerous mutual promises and agreements contained in this Agreement between the Company and Executive, including, without limitation, those involving, employment, compensation, and Confidential Information, and in order to protect the Company’s Confidential Information and other legitimate business interests and to reduce the likelihood of irreparable damage which would occur in the event such information is provided to or used by a competitor of the Company. Notwithstanding the foregoing, Executive shall not be deemed to have violated this Section 9 solely by reason of his passive ownership of 10% or less of the outstanding equity interests of any public entity. Executive hereby acknowledges that the geographic boundaries, scope of prohibited activities and the time duration of the provisions of this Section 9 are reasonable and are no broader than are necessary to protect the legitimate business interests of the Company. This noncompetition provision can only be revoked or modified by a writing signed by both Executive and the Chief Executive Officer of the Company, as approved by the Board, which specifically states an intent to revoke or modify this provision. Executive acknowledges that the Company would not employ him or provide him with access to its Confidential Information but for his covenants or promises contained in this Section. The Company and Executive agree and stipulate that the agreements and covenants not to compete contained in this Section 9 hereof are fair and reasonable in light of all of the facts and circumstances of the relationship between Executive and the Company; provided however, Executive and the Company are aware that in certain circumstances courts have refused to enforce certain terms of agreements not to compete. Therefore, in furtherance of, and not in derogation of the provisions of this Section 9, the Company and Executive agree that in the event a court should decline to enforce any terms of any of the provisions of this Section 9, that this Section 9 5.08 shall not be construed to prohibit or restrict any Third Party Acquiror or any of such Third Party Acquiror’s Affiliated companies (other than Seller or any of its Subsidiaries), from engaging in the Business, if the applicable compound or product is: (i) controlled by the Third Party Acquiror or any of its Affiliated companies (other than Seller or any of its Subsidiaries) prior to consummation of the relevant Change of Control Transaction and not acquired in any manner from Seller or any of its Subsidiaries; (ii) acquired (whether by in license or otherwise) by such Third Party Acquiror or any of its Affiliated companies (other than Seller or any of its Subsidiaries) after consummation of such Change of Control Transaction and not acquired in any manner from Seller or any of its Subsidiaries; or (iii) developed internally by such Third Party Acquiror or any of its Affiliated companies (other than Seller or any of its Subsidiaries), either before or after consummation of such Change of Control Transaction, without the use of or reference to any of the Acquired Assets or any other confidential information of Buyer. (b) Seller agrees, on behalf of itself and its Subsidiaries, that the duration and geographic scope of the non-competition provision set forth in this Section 5.08 are reasonable. In the event that any court of competent jurisdiction determines that the duration or the geographic scope, or both, are unreasonable and that such provision is to that extent unenforceable, each of the parties agrees that the provision shall remain in full force and effect for the greatest time period and in the greatest area that would not render it unenforceable. Each of the parties intends that this non-competition provision shall be deemed to be modified a series of separate covenants, one for each country in the world other than the United States of America and one for each and every county of each and every state of the United States of America where this provision is intended to be effective. Seller agrees that damages may be an inadequate remedy for any breach of this provision and that Buyer shall, whether or reformed not it is pursuing any potential remedies at Law, be entitled to restrict Executive’s competition with seek equitable relief in the Company to the maximum extentform of preliminary and permanent injunctions, as to timewithout bond or other security, geography and business scope, which the court shall find enforceable; provided however, in no event shall the provisions upon any actual or threatened breach of this Section 9 be deemed 5.08. (c) Seller further acknowledges that Buyer would not enter into this Agreement but for the restrictions in this Section 5.08. (d) If Seller breaches the obligations of this Section 5.08, Seller shall, and hereby does, assign to be more restrictive Buyer all right, title and interest in and to Executive than those contained herein. Executive agrees that during the Noncompetition Termany inventions conceived, he shall immediately notify the Company in writing of any employment, work reduced to practice or business he undertakes with otherwise generated by or on behalf of any person (including himself) Seller in breach of this Section 5.08, as admitted by Seller or entitydetermined pursuant to the provisions of Section 7.10, whether or not for compensationand all Intellectual Property rights therein.

Non-Competition. During (a) Executive acknowledges and recognizes the highly competitive nature of the business of the Company and its affiliates and accordingly agrees that, in consideration of this Agreement, the rights hereunder, and any payments hereunder, from the date hereof until the earlier of (i) the last day of the Employment Term, (ii) the last day of any Severance Period and for (iii) two years following Executive's Date of Termination (the "Non- Compete Term"), Executive will not, subject to Section 3(c) hereof, directly or indirectly engage in the operation of any cable television system or any other line of business in place at the Systems as of the Date of Termination within one hundred miles of any geographic area where the Company or its affiliates operate a cable system as of the Date of Termination during the Non-Compete Term, whether such engagement is as an additional period officer, director, proprietor, employee, partner, investor (other than as a holder of one (less than 1) year following % of the termination outstanding capital stock of his employment a publicly traded corporation), consultant, advisor, agent, sales representative or other participant; provided, however, that, during the Non-Compete Term, Executive will not be prohibited from engaging in any activity in which Executive may engage while employed by the Company for Cause ( as described in Section 5a above) or pursuant to the voluntary termination of employment by the Executive (as described in Section 5c above) (the “Noncompetition Term”), Executive agrees not to, directly or indirectly, either through any form of ownership or as an individual, director, officer, principal, agent, employee, employer, adviser, consultant, shareholder, partner, member or in any other individual or representative capacity whatsoever, either for his own benefit or for the benefit of any person or entity, without the prior written consent terms of the Company (which consent may be withheld in its sole discretion), engage in Exclusivity Agreement. Notwithstanding any manner in the Business (as defined below) in the metropolitan areas of Houston, A▇▇▇▇▇, ▇▇▇▇▇▇ or San Antonio, Texas or any other metropolitan area in the United States where the Company owns or leases more than $10 million in gross asset value of assets as of the date provision of this Agreement or as of to the date of termination. For purposes of this Section 9contrary, “Business” means the acquisition, development, management, ownership, leasing and/or disposition of retail shopping centers and/or from and after any capital raising activities related thereto. breach by Executive understands and agrees that his covenants contained in this Section 9 are being given in consideration of the numerous mutual promises and agreements contained in this Agreement between the Company and Executive, including, without limitation, those involving, employment, compensation, and Confidential Information, and in order to protect the Company’s Confidential Information and other legitimate business interests and to reduce the likelihood of irreparable damage which would occur in the event such information is provided to or used by a competitor of the Company. Notwithstanding the foregoing, Executive shall not be deemed to have violated this Section 9 solely by reason of his passive ownership of 10% or less of the outstanding equity interests of any public entity. Executive hereby acknowledges that the geographic boundaries, scope of prohibited activities and the time duration of the provisions of this Section 9 are reasonable 9(a), the Company shall cease to have any obligations to make payments to Executive under this Agreement, it being understood, however, that nothing contained in this Agreement shall in any manner affect the obligations of Holdings to Executive under the Holdings LLC Agreement or the rights of Executive under the MSCP Carry LLC Agreement and are no broader than are necessary to protect the legitimate business interests TWI Carry LLC Agreement. (b) For a period of two years following the Date of Termination, Executive will not directly or indirectly induce any employee or client of the Company. This noncompetition provision can only be revoked Company or modified any of its affiliates to engage in any activity in which Executive is prohibited from engaging by Section 9(a) hereof or to terminate her client or employment relationship, as applicable, with the Company or any of its affiliates, and will not directly or indirectly solicit the performance of services for any person who is a writing signed by both customer or client or former customer or client of the Company or any of its affiliates unless such person shall have ceased to have been a customer or client of the Company or any of its affiliates for a period of at least six (6) months. (c) It is expressly understood and agreed that although Executive and the Chief Executive Officer of Company consider the Company, as approved by the Board, which specifically states an intent to revoke or modify this provision. Executive acknowledges that the Company would not employ him or provide him with access to its Confidential Information but for his covenants or promises contained in this Section. The Company and Executive agree and stipulate that the agreements and covenants not to compete restrictions contained in this Section 9 hereof are fair and reasonable 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 light of all of the facts and circumstances of the relationship between Executive and the Company; provided howeverthis Agreement is an unenforceable restriction against Executive, Executive and the Company are aware that in certain circumstances courts have refused to enforce certain terms of agreements not to compete. Therefore, in furtherance of, and not in derogation of the provisions of this Section 9Agreement shall not be rendered void but shall be deemed amended to apply as to such maximum time and territory and to such maximum extent as such court may judicially determine or indicate to be enforceable. Alternatively, if any court of competent jurisdiction finds that any restriction contained in this Agreement is unenforceable, and such restriction cannot be amended so as to make it enforceable, such finding shall not affect the Company and Executive agree that in the event a court should decline to enforce any terms enforceability of any of the provisions of this Section 9, that this Section 9 shall be deemed to be modified or reformed to restrict Executive’s competition with the Company to the maximum extent, as to time, geography and business scope, which the court shall find enforceable; provided however, in no event shall the provisions of this Section 9 be deemed to be more restrictive to Executive than those other restrictions contained herein. Executive agrees that during the Noncompetition Term, he shall immediately notify the Company in writing of any employment, work or business he undertakes with or on behalf of any person (including himself) or entity, whether or not for compensation.

Non-Competition. During Employee acknowledges that he has and, while employed, will acquire unique and valuable experience with respect to the Employment Period businesses, operations, plans and for an additional period of one (1) year following the termination of his employment by the Company for Cause ( as described in Section 5a above) or the voluntary termination of employment by the Executive (as described in Section 5c above) (the “Noncompetition Term”), Executive agrees not to, directly or indirectly, either through any form of ownership or as an individual, director, officer, principal, agent, employee, employer, adviser, consultant, shareholder, partner, member or in any other individual or representative capacity whatsoever, either for his own benefit or for the benefit of any person or entity, without the prior written consent strategies of the Company (which consent may be withheld in and its sole discretion), engage in any manner in subsidiaries. Employee hereby covenants and agrees that during the Business (as defined below) in the metropolitan areas of Houston, A▇▇▇▇▇, ▇▇▇▇▇▇ or San Antonio, Texas or any other metropolitan area in the United States where the Company owns or leases more than $10 million in gross asset value of assets as of the date term of this Agreement and for a period of two years thereafter, he will not directly or as indirectly compete with the business of the date of terminationCompany or its subsidiaries. For purposes of this Section 9Agreement, the term “Businesscompete with the business of the Company and its subsidiaries” means shall include Employee’s participation in any operations whose primary business competes with any business now conducted by the acquisitionCompany or its subsidiaries, developmentincluding the sale of menswear or shoes at retail, managementthe sale or rental of occupational uniforms or other corporate wear merchandise or any material line of business proposed to be conducted by the Company or one or more of its subsidiaries known to Employee and with respect to which Employee devoted time as part of his employment hereunder on behalf of the Company or one or more of its subsidiaries, ownershipincluding but not limited to the business of dry cleaning, leasing and/or disposition whether such participation is individually or as an officer, director, joint venturer, agent or holder of retail shopping centers and/or an interest (except as a holder of a less than 1% interest in a publicly traded entity or mutual fund) of any capital raising activities related theretoindividual, corporation, association, partnership, joint venture or other business entity so engaged. Executive understands This non-competition covenant shall be applicable with respect to the United States and agrees that his covenants contained Canada and any other country in which Employee would be competing with the business of the Company or its subsidiaries as set forth in this Section 9 are being given in consideration of the numerous mutual promises and agreements contained in this Agreement between the Company and Executive, including, without limitation, those involving, employment, compensation, and Confidential Information, and in order to protect the Company’s Confidential Information and other legitimate business interests and to reduce the likelihood of irreparable damage which would occur in the event such information is provided to or used by a competitor of the Company10. Notwithstanding the foregoing, Executive the Company acknowledges and agrees that the following shall not be deemed to have violated constitute a breach of this Section 9 solely by reason 10: (a) Employee’s activities described in Schedule 10 hereto and (b) Employee’s participation with any Approved Purchaser of his passive ownership of 10% all or less substantially all of the outstanding assets or equity interests of the Company or any public entityof its subsidiaries. Executive hereby acknowledges that For purposes of this Agreement, an “Approved Purchaser” shall be mean any purchaser approved by a majority of the geographic boundaries, scope directors serving on the Board of prohibited activities Directors on the date hereof. Employee and the time duration of the provisions Company agree that a monetary remedy for a breach of this Section 9 are reasonable 10 or of Section 11 below will be inadequate and are no broader than are necessary will be impracticable and extremely difficult to protect prove, and further agree that such a breach would cause the legitimate business interests of the Company. This noncompetition provision can only be revoked or modified by a writing signed by both Executive Company irreparable harm, and the Chief Executive Officer of the Company, as approved by the Board, which specifically states an intent to revoke or modify this provision. Executive acknowledges that the Company would not employ him or provide him with access shall be entitled to its Confidential Information but for his covenants or promises contained in this Sectionspecific performance and/or temporary and permanent injunctive relief without the necessity of proving actual damages. The Company and Executive agree and stipulate Employee agrees that the agreements Company shall be entitled to such specific performance and/or injunctive relief, including temporary restraining orders, preliminary injunctions and covenants not to compete contained permanent injunctions, without the necessity of posting bond or other undertaking in this Section 9 hereof are fair connection therewith. Any such requirement of bond or undertaking is hereby waived by Employee and reasonable in light of all of the facts and circumstances of the relationship between Executive and the Company; provided however, Executive and the Company are aware Employee acknowledges that in certain circumstances courts have refused the absence of such a waiver, a bond or undertaking may be required by the court. In the event of litigation to enforce certain terms of agreements not this covenant, the courts are hereby specifically authorized to competereform this covenant as and to the extent, but only to such extent, necessary in order to give full force and effect hereto to the maximum degree permitted by law. Therefore, Employee also agrees that if Employee is in furtherance of, and not in derogation of the provisions breach of this Section 910, the Company and Executive agree that in the event a court should decline to enforce any terms of any of the provisions of may cease all payments required under this Section 9, that this Section 9 shall be deemed to be modified or reformed to restrict Executive’s competition with the Company to the maximum extent, as to time, geography and business scope, which the court shall find enforceable; provided however, in no event shall the provisions of this Section 9 be deemed to be more restrictive to Executive than those contained herein. Executive agrees that during the Noncompetition Term, he shall immediately notify the Company in writing of any employment, work or business he undertakes with or on behalf of any person (including himself) or entity, whether or not for compensationAgreement.

Non-Competition. During (a) Unless the Employment Period and obligation is waived or limited by Ceridian in accordance with subsection (b) of this Section 6.02, Executive agrees that for an additional a period of one (1) year two years following the termination of his employment by the Company for Cause ( as described in Section 5a above) or the voluntary termination of employment by the Executive (as described in Section 5c above) (the “Noncompetition Term”)for any reason, Executive agrees will not to, directly or indirectly, either through any form of ownership alone or as an individuala partner, officer, director, officer, principal, agent, employee, employer, adviser, consultant, shareholder, partner, member shareholder or in executive of any other individual or representative capacity whatsoever, either for his own benefit or for the benefit of any person firm or entity, without the prior written consent of the Company (which consent may be withheld in its sole discretion), engage in any manner commercial activity in competition with any part of the Business (Company's business as defined below) in the metropolitan areas of Houston, A▇▇▇▇▇, ▇▇▇▇▇▇ or San Antonio, Texas or any other metropolitan area in the United States where the Company owns or leases more than $10 million in gross asset value of assets conducted as of the date of this Agreement such termination of employment or as with any part of the date Company's contemplated business with respect to which Executive has Confidential Information as governed by Article V of terminationthis Agreement. For purposes of this Section 9subsection (a), “Business” means "shareholder" shall not include beneficial ownership of less than 5% of the acquisitioncombined voting power of all issued and outstanding voting securities of a publicly held corporation whose stock is traded on a major stock exchange. Also for purposes of this subsection (a), development"the Company's business" shall include business conducted by the Company or its affiliates and any partnership or joint venture in which the Company or its affiliates is a partner or joint venturer; provided that, management, ownership, leasing and/or disposition of retail shopping centers and/or any capital raising activities related thereto. Executive understands and agrees that his covenants contained "affiliate" as used in this Section 9 are being given sentence shall not include any corporation in consideration which the Company has ownership of less than fifteen percent (15%) of the numerous mutual promises and agreements contained in this Agreement between voting stock. (b) At its sole option, Ceridian may, by written notice to Executive within 30 days after the Company and effective date of termination of Executive, including, without limitation, those involving, 's employment, compensationwaive or limit the time and/or geographic area in which Executive cannot engage in competitive activity. (c) During the term of the non-competition obligation, and Confidential Informationprior to accepting employment with, and in order or agreeing to protect the Company’s Confidential Information and other legitimate business interests and to reduce the likelihood of irreparable damage provide consulting services to, any firm which would occur offers products or services in the event such fields of electronics or information is provided to or used by a competitor of the Company. Notwithstanding the foregoingprocessing, Executive shall not be deemed give 30 days prior written notice to have violated this Section 9 solely by reason of his passive ownership of 10% Ceridian. Such written notice shall describe the proposed employment or less of the outstanding equity interests of any public entity. Executive hereby acknowledges that the geographic boundaries, scope of prohibited activities consulting services and the firm to which they will be rendered. Ceridian's failure to respond or object to such notice shall not in any way constitute acquiescence or waiver of Ceridian's rights under this Article VI. (d) During any period of non-competition pursuant to this Article VI, Ceridian shall pay Executive an amount equal to the usual rate of Executive's Base Salary in effect at the time duration of termination. There shall be credited against Ceridian's obligation to make such payments any other payments made by Ceridian to Executive pursuant to Article IV of this Agreement. In the provisions event that Ceridian elects, pursuant to subsection (b) of this Section 9 are reasonable and are no broader than are necessary 6.02, to protect the legitimate business interests waive all or any portion of the Company. This noncompetition provision can only non-competition obligation, no payment shall be revoked or modified required by a writing signed by both Executive and Ceridian with respect to the Chief Executive Officer portion of the Company, as approved by the Board, non-competition period which specifically states an intent to revoke or modify this provision. Executive acknowledges that the Company would not employ him or provide him with access to its Confidential Information but for his covenants or promises contained in this Section. The Company and Executive agree and stipulate that the agreements and covenants not to compete contained in this Section 9 hereof are fair and reasonable in light of all of the facts and circumstances of the relationship between Executive and the Company; provided however, Executive and the Company are aware that in certain circumstances courts have refused to enforce certain terms of agreements not to compete. Therefore, in furtherance of, and not in derogation of the provisions of this Section 9, the Company and Executive agree that in the event a court should decline to enforce any terms of any of the provisions of this Section 9, that this Section 9 shall be deemed to be modified or reformed to restrict Executive’s competition with the Company to the maximum extent, as to time, geography and business scope, which the court shall find enforceable; provided however, in no event shall the provisions of this Section 9 be deemed to be more restrictive to Executive than those contained herein. Executive agrees that during the Noncompetition Term, he shall immediately notify the Company in writing of any employment, work or business he undertakes with or on behalf of any person (including himself) or entity, whether or not for compensationhas been waived.

Non-Competition. During The Executive hereby acknowledges and agrees that, during the Employment Period course of employment, the Executive has become, and for an additional period will become, familiar with and involved in all aspects of the business and operations of the Bank Entities. The Executive hereby covenants and agrees that during the Term and until: (a) one (1) year following after the termination of Termination Date if the Executive voluntarily terminates his employment by with the Company for Cause ( as described in Section 5a aboveBank during the Initial Term, (b) or six (6) months after the voluntary termination of employment by Termination Date if the Executive voluntarily terminates his employment after the one-year anniversary of the Effective Date during the Term or (as described in Section 5c abovec) six months after the Termination Date, or if later, the last day of the then current Term, if the Bank terminates the Executive’s employment (the “Noncompetition TermRestricted Period”), the Executive agrees shall not, without the prior approval of a majority of the Board of Directors (the Executive not toparticipating), at any time (except for the Bank Entities), directly or indirectly, either through in any form of ownership or capacity (whether as an individuala proprietor, owner, agent, officer, director, officershareholder, organizer, partner, principal, agentmanager, member, employee, employercontractor, adviserconsultant or otherwise) provide any advice, consultantassistance or services to any Competitive Business or to any Person that is attempting to form or acquire a Competitive Business if such Competitive Business operates, shareholderor is planning to operate, partnerany office, member branch or other facility (in any other individual case, a “Branch”) that is (or representative capacity whatsoeveris proposed to be) located within any county or city within the Washington-Arlington-Alexandria, either for his own benefit or for the benefit of any person or entity, without the prior written consent of the Company (which consent may be withheld in its sole discretion), engage in any manner in the Business (DC-VA-MD-WV metropolitan statistical area as defined below) in by the metropolitan areas U.S. Office of Houston, A▇▇▇▇▇, ▇▇▇▇▇▇ or San Antonio, Texas or any other metropolitan area in the United States where the Company owns or leases more than $10 million in gross asset value of assets Management and Budget as of the date of this Agreement (the “Restricted Area”). Notwithstanding any provision hereof to the contrary, this Section 8.4 does not restrict the Executive’s right to (i) own securities of any Competitive Business that files periodic reports with the Securities and Exchange Commission under Section 13 or as 15(d) of the date Securities Exchange Act of termination. For purposes of this Section 91934, “Business” means the acquisition, development, management, ownership, leasing and/or disposition of retail shopping centers and/or any capital raising activities related thereto. Executive understands and agrees as amended; provided that his covenants contained in this Section 9 are being given in consideration of the numerous mutual promises and agreements contained in this Agreement between the Company and Executive, including, without limitation, those involving, employment, compensation, and Confidential Information, and in order to protect the Company’s Confidential Information and other legitimate business interests and to reduce the likelihood of irreparable damage which would occur in the event such information is provided to or used by a competitor of the Company. Notwithstanding the foregoing, Executive shall not be deemed to have violated this Section 9 solely by reason of his passive total ownership of 10% or constitutes less than two percent (2%) of the outstanding equity interests securities of such company; or (ii) to own passive investments in securities of any public entity. Executive hereby acknowledges Competitive Business that does not file periodic reports with the geographic boundaries, scope of prohibited activities Securities and the time duration Exchange Commission under Section 13 or 15(d) of the provisions Securities Exchange Act of this Section 9 are reasonable and are no broader 1934, as amended; provided that his total ownership constitutes less than are necessary to protect the legitimate business interests five percent (5%) of the Company. This noncompetition provision can only be revoked or modified by a writing signed by both Executive and the Chief Executive Officer outstanding securities of the Company, as approved by the Board, which specifically states an intent to revoke or modify this provision. Executive acknowledges that the Company would not employ him or provide him with access to its Confidential Information but for his covenants or promises contained in this Section. The Company and Executive agree and stipulate that the agreements and covenants not to compete contained in this Section 9 hereof are fair and reasonable in light of all of the facts and circumstances of the relationship between Executive and the Company; provided however, Executive and the Company are aware that in certain circumstances courts have refused to enforce certain terms of agreements not to compete. Therefore, in furtherance of, and not in derogation of the provisions of this Section 9, the Company and Executive agree that in the event a court should decline to enforce any terms of any of the provisions of this Section 9, that this Section 9 shall be deemed to be modified or reformed to restrict Executive’s competition with the Company to the maximum extent, as to time, geography and business scope, which the court shall find enforceable; provided however, in no event shall the provisions of this Section 9 be deemed to be more restrictive to Executive than those contained herein. Executive agrees that during the Noncompetition Term, he shall immediately notify the Company in writing of any employment, work or business he undertakes with or on behalf of any person (including himself) or entity, whether or not for compensationsuch company.

Non-Competition. During ▇▇▇▇ hereby acknowledges and agrees that, during the Employment Period course of employment, in addition to Executive’s access to Confidential Information, Executive has become, and for an additional period will become, familiar with and involved in all aspects of the business and operations of the Bank Entities. ▇▇▇▇ hereby covenants and agrees that during the Term until the earlier to occur of the date one (1) year following after the termination of his employment by the Company for Cause ( as described in Section 5a above) Termination Date, or the voluntary termination of employment by the Executive (as described in Section 5c above) Expiration Date (the “Noncompetition TermRestricted Period”), Executive agrees will not toat any time (except for the Bank Entities), directly or indirectly, either through in any form of ownership or capacity (whether as an individuala proprietor, owner, agent, officer, director, officershareholder, organizer, partner, principal, agentmanager, member, employee, employercontractor, adviserconsultant or otherwise): (i) provide any advice, consultantassistance or services of the kind or nature which he provided to any of the Bank Entities or relating to business activities of the type engaged in by any of the Bank Entities within the preceding two years, shareholderto any Person who owns or operates a Competitive Business or to any Person that is attempting to initiate or acquire a Competitive Business (in either case, partnera “Competitor”) if (Y) such Competitor operates, member or is planning to operate, any office, branch or other facility (in any other individual case, a “Branch”) that is (or representative capacity whatsoever, either for his own benefit or for the benefit of any person or entity, without the prior written consent is proposed to be) located within a fifty (50) mile radius of the Company (which consent may be withheld in its sole discretion), engage in any manner in the Business (as defined below) in the metropolitan areas of Houston, A▇▇▇▇▇, ▇▇▇▇▇▇ or San Antonio, Texas Bank’s headquarters or any other metropolitan area in the United States where the Company owns or leases more than $10 million in gross asset value of assets as Branch of the date Bank Entities and (Z) such Branch competes or will compete with the products or services offered or planned to be offered by the Bank Entities during the Restricted Period; or (ii) sell or solicit sales of this Agreement Competitive Products to Persons within such 50 mile radius, or as of the date of termination. For purposes of this Section 9, “Business” means the acquisition, development, management, ownership, leasing and/or disposition of retail shopping centers and/or assist any capital raising activities related thereto. Executive understands and agrees that his covenants contained Competitor in this Section 9 are being given in consideration of the numerous mutual promises and agreements contained in this Agreement between the Company and Executive, including, without limitation, those involving, employment, compensation, and Confidential Information, and in order to protect the Company’s Confidential Information and other legitimate business interests and to reduce the likelihood of irreparable damage which would occur in the event such information is provided to or used by a competitor of the Companysales activities. Notwithstanding the foregoingabove, Executive shall not be deemed to have violated this Section 9 solely by reason of his passive ownership of 10% or less of the outstanding equity interests of any public entity. Executive hereby acknowledges that the geographic boundaries, scope of prohibited activities and the time duration of the provisions of this Section 9 are reasonable and are no broader than are necessary to protect 8.5 shall not apply in the legitimate business interests of event the Company. This noncompetition provision can only be revoked or modified by a writing signed by both Executive and the Chief Executive Officer of the Company, as approved by the Board, which specifically states an intent to revoke or modify this provision. Executive acknowledges that the Company would not employ him or provide him (a) continued employment with access to its Confidential Information but for his covenants or promises contained in this Section. The Company and Executive agree and stipulate that the agreements and covenants not to compete contained in this Section 9 hereof are fair and reasonable in light of all of the facts and circumstances of the relationship between Executive and the Company; provided however, Executive and the Company are aware that in certain circumstances courts have refused to enforce certain terms of agreements not to compete. Therefore, in furtherance of, and not in derogation of the provisions of this Section 9, the Company and Executive agree that the Bank upon a Change in Control and then (b) voluntarily resigns from the Company and the Bank effective in the event a court should decline thirteenth or fourteenth month following such Change in Control and (c) no Change in Control Payment had been paid to enforce Executive in connection with the Change in Control. Notwithstanding any terms provision hereof to the contrary, this 6(e) does not restrict Paul’s right to (i) own securities of any Entity that files periodic reports with the Securities and Exchange Commission under Section 13 or 15(d) of the provisions Securities Exchange Act of this Section 91934, as amended; provided that this Section 9 shall be deemed to be modified or reformed to restrict Executive’s competition with total ownership constitutes less than two percent (2%) of the Company outstanding securities of such company and that such ownership does not does not violate: (A) the Code of Conduct or any other policy of the Bank, including any policy related to inside information; (B) any applicable securities law; or (C) any applicable standstill or other similar contractual obligation of the maximum extentBank. The parties have also entered into that certain Non-Compete Agreement as of August 1, as to time, geography and business scope, which 2014 (the court shall find enforceable; provided however, in no event shall the provisions of this Section 9 be deemed to be more restrictive to Executive than those contained herein. Executive agrees that during the Noncompetition Term, he shall immediately notify the Company in writing of any employment, work or business he undertakes with or on behalf of any person (including himself) or entity, whether or not for compensation“Non-Compete”).

Non-Competition. During In view of the Employment Period fact that any activity of Stockholder in violation of the terms hereof would deprive Parent, Surviving Entity and for an additional period of one (1) year following the termination of his employment by the Company for Cause ( as described in Section 5a above) or the voluntary termination of employment by the Executive their affiliates (as described in Section 5c abovedefined below) (of the “Noncompetition Term”)benefit of the bargain under the Merger Agreement, Executive as a material inducement to and a condition precedent of Parent's obligations thereunder, and to preserve the goodwill associated with Surviving Entity's business, Stockholder hereby agrees not toto the following restrictions on his activities: Stockholder hereby agrees that during the period commencing on the date hereof and ending 24 months after the date hereof, Stockholder will not, directly or indirectly, either through anywhere in the United States, engage in any form activity which is, or participate or invest in, provide or facilitate the provision of ownership financing to, or assist (whether as an individualowner, part-owner, shareholder, partner, director, officer, principal, agenttrustee, employee, employer, adviser, agent or consultant, shareholder, partner, member or in any other individual or representative capacity whatsoever, either for his own benefit or for the benefit of any person or entity, without the prior written consent of the Company (which consent may be withheld in its sole discretioncapacity), engage in any manner in the Business business, organization or person (as defined below) other than Parent or Surviving Entity (or any affiliate of Parent or Surviving Entity), whose business, activities, products or services are competitive with the Business conducted by Parent or Surviving Entity (or any affiliate of Parent or Surviving Entity) as of the date hereof [other than activities by First Internet Bank as specifically authorized by that certain Non-Exclusive License Option, dated concurrently herewith.]. In addition, Stockholder hereby agrees that during the period commencing on the date hereof and ending 60 months after the date hereof, Stockholder will not, directly or indirectly, solicit Business, for or on behalf of Stockholder or any such competitor, from any entity or person who was a client of Surviving Entity on the date hereof. The parties intend that the covenants contained in the metropolitan preceding portion of this paragraph shall be construed as a series of separate covenants, one for each of the separate geographical areas to which this Agreement applies. Except for the geographic coverage, the terms of Houstoneach such covenant shall be deemed identical to the terms of the covenant described above. Stockholder hereby agrees that during the period commencing on the date hereof and ending 24 months after the date hereof, A▇▇▇▇▇Stockholder will not, ▇▇▇▇▇▇ without the express written consent of Parent, directly or San Antonioindirectly, Texas or any other metropolitan area anywhere in the United States where States, solicit for employment, for or on behalf of Stockholder or any such competitor, any officer or employee of Surviving Entity, or encourage, for or on behalf of Stockholder or any such competitor, any such officer or employee to terminate his or her relationship or employment with Surviving Entity. Notwithstanding anything herein to the Company owns or leases more contrary, Stockholder may make passive investments in any enterprise, the shares of which are publicly traded, if such investment constitutes less than $10 million in gross asset value five (5) percent of assets as the equity of such enterprise. As of the date of this Agreement Agreement, Stockholder has no business interests in or as of relating to the date of termination. For purposes of this Section 9Business whatsoever other than his interest in Virtual Financial Services, “Business” means the acquisition, development, management, ownership, leasing and/or disposition of retail shopping centers and/or any capital raising activities related thereto. Executive understands and agrees that his covenants contained in this Section 9 are being given in consideration of the numerous mutual promises and agreements contained in this Agreement between the Company and Executive, including, without limitation, those involving, employment, compensationInc., and Confidential Information, and interests in order to protect the Company’s Confidential Information and other legitimate business interests and to reduce the likelihood public companies of irreparable damage which would occur in the event such information is provided to or used by a competitor of the Company. Notwithstanding the foregoing, Executive shall not be deemed to have violated this Section 9 solely by reason of his passive ownership of 10% or less of the outstanding equity interests of any public entity. Executive hereby acknowledges that the geographic boundaries, scope of prohibited activities and the time duration of the provisions of this Section 9 are reasonable and are no broader than are necessary to protect the legitimate business interests of the Company. This noncompetition provision can only be revoked or modified by a writing signed by both Executive and the Chief Executive Officer of the Company, as approved by the Board, which specifically states an intent to revoke or modify this provision. Executive acknowledges that the Company would not employ him or provide him with access to its Confidential Information but for his covenants or promises contained in this Section. The Company and Executive agree and stipulate that the agreements and covenants not to compete contained in this Section 9 hereof are fair and reasonable in light of all of the facts and circumstances of the relationship between Executive and the Company; provided however, Executive and the Company are aware that in certain circumstances courts have refused to enforce certain terms of agreements not to compete. Therefore, in furtherance of, and not in derogation of the provisions of this Section 9, the Company and Executive agree that in the event a court should decline to enforce any terms of any of the provisions of this Section 9, that this Section 9 shall be deemed to be modified or reformed to restrict Executive’s competition with the Company to the maximum extent, as to time, geography and business scope, which the court shall find enforceable; provided however, in no event shall the provisions of this Section 9 be deemed to be more restrictive to Executive than those contained herein. Executive agrees that during the Noncompetition Term, he shall immediately notify the Company in writing of any employment, work or business he undertakes with or on behalf of any person five (including himself5) or entity, whether or not for compensationpercent.

Non-Competition. During (a) In consideration of the Employment Period compensation and for an additional period of one benefits to be paid or provided to Employee hereunder, except as otherwise provided in Section 8, Employee covenants that Employee will not, directly or indirectly: (1) year following during the termination Employment Term, except in the course of his Employee's employment by hereunder, and during the Company for Cause ( as described in Section 5a above) Post-Termination Period, engage or the voluntary termination of employment by the Executive (as described in Section 5c above) (the “Noncompetition Term”)invest in, Executive agrees not toown, manage, operate, finance, control or participate, directly or indirectly, either through any form of ownership in the ownership, management, operation, financing, or as an individualcontrol of, directorbe employed by, officer, principal, agent, employee, employer, adviser, consultant, shareholder, partner, member associated with or in any other individual manner connected with, lend Employee's name or representative capacity whatsoeverany similar name to or lend Employee's credit to or render services or advice to, either for his own benefit or for the benefit of any person or entity, without the prior written consent business which engages in any of the Company activities conducted by Nucleus during the Employment Term; provided, however, that Employee may (which consent may be withheld in its sole discretion)i) devote not more than 10% of his time during reasonable business hours to the winding up of the affairs of Eclipse Computer Systems, engage in any manner in the Business Inc. and eAtlanta.com, (as defined belowii) in the metropolitan areas of Houston, Aexcept with ▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇ Eclipse Computer Systems, Inc. and eAtlanta.com purchase or San Antoniootherw▇▇▇ ▇▇▇uire up to (but not more than) two percent of any class of securities of any enterprise (but without otherwise participating in 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; (2) whether for Employee's own account or for the account of any other Person, Texas at any time during the Employment Term and the Post-Termination Period, directly or indirectly, solicit business in or related to any business engaged in (i) by Nucleus or (ii) during the Employment Term, from, or provide services to, any Person known by Employee to be a client or customer of any of Nucleus, by Nucleus whether or not Employee had personal contact with such Person during and by reason of Employee's employment with Nucleus; (3) whether for Employee's own account or the account of any other Person, directly or indirectly, (i) at any time during the Employment Term and the Post-Termination Period, solicit, employ or otherwise engage as an employee, independent contractor or otherwise, any person who is or was an employee of any of Nucleus at any time during the Employment Term or in any manner induce or attempt to induce any employee of Nucleus to terminate his or her employment with Nucleus; or (ii) at any time during the Employment Term or the Post-Termination Period, intentionally interfere with the relationship of Nucleus with any Person, including any Person who at any time during the Employment Term was an employee, contractor, supplier or client of Nucleus; or (4) at any time during or after the Employment Term, disparage Nucleus or any of its shareholders, members, partners, managers, directors, officers, employees or agents. (b) If any covenant in this Section 11 is held to be unreasonable, arbitrary or against public policy, such covenant will be considered to be divisible with respect to scope, time and geographic area, and such lesser scope, time or geographic area, or all of them, as a court of competent jurisdiction may determine to be reasonable, not arbitrary, and not against public policy, will be effective, binding and enforceable against Employee. (c) Employee will, while the covenant under this Section 11 is in effect, give notice to Nucleus within 10 days after accepting any other metropolitan area in the United States where the Company owns or leases more than $10 million in gross asset value of assets as employment, of the date identity of Employee's employer. Nucleus may notify such employer that Employee is bound by this Agreement and, at Nucleus's election, furnish such employer with a copy of this Agreement or as of the date of termination. For purposes of this Section 9, “Business” means the acquisition, development, management, ownership, leasing and/or disposition of retail shopping centers and/or any capital raising activities related thereto. Executive understands and agrees that his covenants contained in this Section 9 are being given in consideration of the numerous mutual promises and agreements contained in this Agreement between the Company and Executive, including, without limitation, those involving, employment, compensation, and Confidential Information, and in order to protect the Company’s Confidential Information and other legitimate business interests and to reduce the likelihood of irreparable damage which would occur in the event such information is provided to or used by a competitor of the Company. Notwithstanding the foregoing, Executive shall not be deemed to have violated this Section 9 solely by reason of his passive ownership of 10% or less of the outstanding equity interests of any public entity. Executive hereby acknowledges that the geographic boundaries, scope of prohibited activities and the time duration of the provisions of this Section 9 are reasonable and are no broader than are necessary to protect the legitimate business interests of the Company. This noncompetition provision can only be revoked or modified by a writing signed by both Executive and the Chief Executive Officer of the Company, as approved by the Board, which specifically states an intent to revoke or modify this provision. Executive acknowledges that the Company would not employ him or provide him with access to its Confidential Information but for his covenants or promises contained in this Section. The Company and Executive agree and stipulate that the agreements and covenants not to compete contained in this Section 9 hereof are fair and reasonable in light of all of the facts and circumstances of the relationship between Executive and the Company; provided however, Executive and the Company are aware that in certain circumstances courts have refused to enforce certain terms of agreements not to compete. Therefore, in furtherance of, and not in derogation of the provisions of this Section 9, the Company and Executive agree that in the event a court should decline to enforce any terms of any of the provisions of this Section 9, that this Section 9 shall be deemed to be modified or reformed to restrict Executive’s competition with the Company to the maximum extent, as to time, geography and business scope, which the court shall find enforceable; provided however, in no event shall the provisions of this Section 9 be deemed to be more restrictive to Executive than those contained herein. Executive agrees that during the Noncompetition Term, he shall immediately notify the Company in writing of any employment, work or business he undertakes with or on behalf of any person (including himself) or entity, whether or not for compensationrelevant portions thereof.

Non-Competition. During (a) While employed hereunder and (i) if the Employment Executive's employment is terminated and the Executive is entitled to receive compensation and benefits under Section 4.5, during the Salary Continuation Period and or (ii) if the Executives employment is otherwise terminated, for an additional a period of one (1) year following thereafter (such period being the termination of his employment by the Company for Cause ( as described in Section 5a above) or the voluntary termination of employment by "Restricted Period"), the Executive (as described in Section 5c above) (shall not, unless the “Noncompetition Term”), Executive agrees not to, directly or indirectly, either through any form of ownership or as an individual, director, officer, principal, agent, employee, employer, adviser, consultant, shareholder, partner, member or in any other individual or representative capacity whatsoever, either for his own benefit or for the benefit of any person or entity, without receives the prior written consent of the Board of Directors, own a material interest in, manage, operate, join, control, lend money or render financial or other assistance to or participate in or be connected with, as an officer, employee, partner, stockholder, consultant or otherwise, (A) any Person (x) that competes with the Company (which consent may be withheld in its sole discretion), engage in any manner in the Business (as defined below) in the metropolitan areas of Houston, A▇▇▇▇▇, ▇▇▇▇▇▇ investing or San Antonio, Texas or any other metropolitan area consulting with small and medium sized businesses in the United States where with regard to change of control transactions in which the transaction utilizes employee stock ownership plans, or (y) that provides or proposes to provide services to or owns an investment in or proposes to make an investment in any Person that is a client of the Company owns or leases more than $10 million in gross asset value of assets as of the date of this Agreement Termination Date or as to which the Company has outstanding loans or in which the Company then has investments (including warrants or options), or (B) any potential customer of the date of termination. For purposes of this Section 9Company with which the Company has discussed a client, “Business” means loan or investment relationship within 12 months prior to, as applicable, the acquisition, development, management, ownership, leasing and/or disposition of retail shopping centers and/or any capital raising activities related thereto. Executive understands and agrees that his covenants contained in this Section 9 are being given in consideration end of the numerous mutual promises Executive's employment or the Termination Date. (b) The Executive has carefully read and agreements contained in this Agreement between the Company and Executive, including, without limitation, those involving, employment, compensation, and Confidential Information, and in order to protect the Company’s Confidential Information and other legitimate business interests and to reduce the likelihood of irreparable damage which would occur in the event such information is provided to or used by a competitor of the Company. Notwithstanding the foregoing, Executive shall not be deemed to have violated this Section 9 solely by reason of his passive ownership of 10% or less of the outstanding equity interests of any public entity. Executive hereby acknowledges that the geographic boundaries, scope of prohibited activities and the time duration of considered the provisions of this Section 9 5.2 and, having done so, agrees that the restrictions set forth in this Section 5.2 (including the Restricted Period, scope of activity to be restrained and the geographical scope) are fair and reasonable and are no broader than are necessary to protect reasonably required for the legitimate business protection of the interests of the Company, its officers, directors, employees, creditors and shareholders. This noncompetition provision can only be revoked or modified by a writing signed by both The Executive and the Chief Executive Officer of the Company, as approved by the Board, which specifically states an intent to revoke or modify this provision. Executive acknowledges understands that the Company would not employ him or provide him with access to its Confidential Information but for his covenants or promises contained in this Section. The Company and Executive agree and stipulate that the agreements and covenants not to compete restrictions contained in this Section 9 hereof are fair 5.2 may limit the Executive's ability to engage in a business similar to the Company's business, but acknowledges that the Executive will receive sufficiently high remuneration and reasonable in light other benefits from the Company hereunder to justify such restrictions. (c) During the Restricted Period, the Executive shall not, whether for the Executive's own account or for the account of all any other Person (excluding the Company), intentionally (i) solicit, endeavor to entice or induce any employee of the facts and circumstances Company to terminate the Executive's employment with the Company or accept employment with anyone else or (ii) interfere in a similar manner with the business of the relationship between Executive and Company. (d) In the Company; provided however, Executive and the Company are aware event that in certain circumstances courts have refused to enforce certain terms of agreements not to compete. Therefore, in furtherance of, and not in derogation of the provisions any provision of this Section 95.2 relating to the Restricted Period or the areas of restriction shall be declared by a court of competent jurisdiction to exceed the maximum time period or areas such court deems reasonable and enforceable, the Company Restricted Period or areas of restriction deemed reasonable and Executive agree that in the event a court should decline to enforce any terms of any of the provisions of this Section 9, that this Section 9 shall be deemed to be modified or reformed to restrict Executive’s competition with the Company to the maximum extent, as to time, geography and business scope, which enforceable by the court shall find enforceable; provided however, in no event shall become and thereafter be the provisions of this Section 9 be deemed to be more restrictive to Executive than those contained herein. Executive agrees that during the Noncompetition Term, he shall immediately notify the Company in writing of any employment, work or business he undertakes with or on behalf of any person (including himself) or entity, whether or not for compensationmaximum time period and/or areas.

Non-Competition. During Seller acknowledges and recognizes the Employment Period highly competitive nature of GRI's business and accordingly agrees as follows: (a) Seller agrees that during and for an additional the period of one commencing with the Closing Date and ending on the date that is seven years after such date (1) year following the termination of his employment by "Restricted Period"), neither Seller nor its Affiliates will directly or indirectly engage in the Company for Cause ( as described in Section 5a above) or the voluntary termination of employment by the Executive Business Activities (as described in Section 5c abovehereinafter defined) (the “Noncompetition Term”), Executive agrees not to, directly or indirectly, either through any form of ownership or whether such engagement is as an individualowner, directorpartner, officer, principal, agent, employee, employer, adviserinvestor (other than as a passive investor with less than a controlling interest in the outstanding capital stock of a publicly traded corporation), consultant, shareholderadvisor, partneragent or other participant, member or in any other individual or representative capacity whatsoever, either for his own benefit or for the benefit of any person or entity, without the prior written consent of the Company Geographic Territory (which consent may be withheld in its sole discretionas hereinafter defined), whether for a for-profit or not-for-profit entity. (b) Seller agrees that during the Restricted Period, neither Seller nor its Affiliates will directly or indirectly engage in any manner of the Business Activities as a supplier to any customer with whom GRI or its Subsidiaries has done business within two years prior to the date hereof, whether as a partner, investor (other than as a passive investor with less than a controlling interest in the outstanding capital stock of a publicly traded corporation), consultant, advisor, agent or other participant, whether for a for-profit or not-for-profit entity. (c) Seller agrees that during the Restricted Period, neither Seller nor its Affiliates will directly or indirectly assist others in engaging in any of the Business (as defined below) Activities in the metropolitan areas manner prohibited to Seller and its Affiliates under this Agreement. (d) Seller agrees that during the Restricted Period, neither Seller nor its Affiliates will directly or indirectly induce employees of Houston, A▇▇▇▇▇, ▇▇▇▇▇▇ GRI or San Antonio, Texas its Subsidiaries to engage in any activities hereby prohibited to the Seller or any other metropolitan area in the United States where the Company owns its Affiliates or leases more than $10 million in gross asset value of assets as of the date of this Agreement or as of the date of termination. to terminate their employment. (e) For purposes of this Section 9, “Business” means the acquisition, development, management, ownership, leasing and/or disposition of retail shopping centers and/or any capital raising activities related thereto. Executive understands and agrees that his covenants contained in this Section 9 are being given in consideration of the numerous mutual promises and agreements contained in this Agreement between the Company and Executive, including, without limitation, those involving, employment, compensation, and Confidential Information, and in order to protect the Company’s Confidential Information and other legitimate business interests and to reduce the likelihood of irreparable damage which would occur in the event such information is provided to or used by a competitor of the Company. Notwithstanding the foregoing, Executive shall not be deemed to have violated this Section 9 solely by reason of his passive ownership of 10% or less of the outstanding equity interests of any public entity. Executive hereby acknowledges that the geographic boundaries, scope of prohibited activities and the time duration of the provisions of this Section 9 are reasonable and are no broader than are necessary to protect the legitimate business interests of the Company. This noncompetition provision can only be revoked or modified by a writing signed by both Executive and the Chief Executive Officer of the Company, as approved by the Board, which specifically states an intent to revoke or modify this provision. Executive acknowledges that the Company would not employ him or provide him with access to its Confidential Information but for his covenants or promises contained in this Section. The Company and Executive agree and stipulate that the agreements and covenants not to compete contained in this Section 9 hereof are fair and reasonable in light of all of the facts and circumstances of the relationship between Executive and the Company; provided however, Executive and the Company are aware that in certain circumstances courts have refused to enforce certain terms of agreements not to compete. Therefore, in furtherance of, and not in derogation of the provisions of this Section 9, the Company and Executive agree that in the event a court should decline to enforce any terms of any of the provisions of this Section 9, that this Section 9 shall be deemed to be modified or reformed to restrict Executive’s competition with the Company to the maximum extent, as to time, geography and business scope, which the court shall find enforceable; provided however, in no event shall the provisions of this Section 9 be deemed to be more restrictive to Executive than those contained herein. Executive agrees that during the Noncompetition Term, he shall immediately notify the Company in writing of any employment, work or business he undertakes with or on behalf of any person (including himself) or entity, whether or not for compensationArticle 4.

Non-Competition. During As a material inducement to the Buyer’s consummation of the Contemplated Transactions, including, without limitation, the Buyer’s acquisition of the goodwill associated with the business of the Company, each of the Principal Stockholders, agree as to subsections (a)-(d) below. Notwithstanding anything to the contrary contained herein, except as set forth in Section 6.5(a), to the extent of any conflict between Section 9 of the Employment Period Agreements and this Section 6.5, the terms hereof shall control. (a) Such Principal Stockholder will not, for an additional a period of one two (12) year years following the termination Closing Date (or, with respect to each Principal Stockholder, if longer, co-terminus with the non-compete provisions in the Principal Stockholder’s Employment Agreement) (computed by excluding from such computation any time during which such Principal Stockholder is found by a court of his employment by the Company for Cause ( as described competent jurisdiction to have been in violation of any provision of this Section 5a above) or the voluntary termination of employment by the Executive (as described in Section 5c above6.5(a)) (the “Noncompetition TermRestricted Period”), Executive agrees not to, directly or indirectly, either through for himself or on behalf of or in conjunction with any form of ownership other Person, engage in, invest in or otherwise participate in (whether as an individualowner, employee, officer, director, officermanager, principalconsultant, independent contractor, agent, employee, employer, adviser, consultant, shareholder, partner, member advisor, or in any other individual or representative capacity whatsoever, either for his own benefit or for capacity) any business that competes with the benefit of any person or entity, without the prior written consent business of the Company (such business, the “Restricted Business”) in any Restricted Area, or at any time following the Closing Date make any use of any Company Intellectual Property other than in connection with the business of the Company. Notwithstanding the above, the foregoing covenant shall not be deemed to prohibit the acquisition as a passive investment of not more than five percent (5%) of the capital stock of a competing business whose stock is traded on a national securities exchange or over-the-counter and shall not be deemed to prohibit the acquisition of any capital stock of the Buyer. (b) Such Principal Stockholder will not, for a period of two (2) years following the Closing Date (or, with respect to each Principal Stockholder, if longer, co-terminus with the non-solicitation provisions in the Principal Stockholder’s Employment Agreement) (computed by excluding from such computation any time during which consent may be withheld such Principal Stockholder is found by a court of competent jurisdiction to have been in its sole discretionviolation of any provision of this Section 6.5(b)), engage directly or indirectly, for himself or on behalf of or in conjunction with any other Person, (i) solicit or hire (or assist or encourage any other Person to solicit or hire), or otherwise interfere in any manner with any employee, consultant or strategic partner (i.e., a Person (including its employees, as applicable) with whom a Restricted Entity has a collaborative joint working arrangement such as a joint venture) of any of the Buyer, the Company, or any of the Buyer’s subsidiaries (each, a “Restricted Entity”), other than by general public advertisement or other such general solicitation not specifically targeted at any such Person, (ii) induce or request any customer (i.e., a Person who purchases the goods or contracts for services from a Restricted Entity, whether as the consumer or end user or as a reseller or vendor) of any Restricted Entity to reduce, cancel or terminate its business with such Restricted Entity or otherwise interfere in any manner in the Business any Restricted Entity’s business relationship with any of its customers, or (as defined belowiii) solicit or accept business from any customer of any Restricted Entity in the metropolitan areas of Houston, A▇▇▇▇▇, ▇▇▇▇▇▇ or San Antonio, Texas or any other metropolitan area in the United States where the Company owns or leases more than $10 million in gross asset value of assets as of the date of this Agreement or as of the date of terminationconnection with a Restricted Business. For purposes of this Section 96.5(b), “Business” means a Person shall be deemed to be an employee, consultant, strategic partner or customer of any Restricted Entity if any such relationship existed or exists at any time (A) during the acquisitionthirty (30) days prior to the execution of this Agreement or (B) after the Closing Date and during the operation of this provision, development, management, ownership, leasing and/or disposition and any such Person shall cease to have the applicable status one year after the termination of retail shopping centers and/or any capital raising activities related thereto. Executive understands and such relationship. (c) Such Principal Stockholder agrees that his the foregoing covenants contained are reasonable with respect to their duration, geographic area and scope, to protect, among other things, the Buyer’s acquisition of the goodwill associated with the business of the Company. If a judicial or arbitral determination is made that any provision of this Section 6.5 constitutes an unreasonable or otherwise unenforceable restriction against a Principal Stockholder, then the provisions of this Section 6.5 shall be rendered void with respect to such Principal Stockholder only to the extent such judicial or arbitral determination finds such provisions to be unenforceable. In that regard, any judicial or arbitral authority construing this Section 6.5 shall be empowered to sever any prohibited business activity, time period or geographical area from the coverage of any such agreements and to apply the remaining provisions of this Section 6.5 to the remaining business activities, time periods and/or geographical areas not so severed. Moreover, in the event that any provision, or the application thereof, of this Section 6.5 is determined not to be specifically enforceable, the Buyer may be entitled to recover monetary damages as a result of the breach of such agreement. (d) Such Principal Stockholder acknowledges that he has carefully read and considered the provisions of this Section 6.5. Such Principal Stockholder acknowledges that he has received and will receive sufficient consideration and other benefits to justify the restrictions in this Section 9 6.5. Such Principal Stockholder also acknowledges and understands that these restrictions are being given in consideration reasonably necessary to protect interests of the numerous mutual promises and agreements contained in this Agreement between the Company and ExecutiveBuyer, including, without limitation, those involving, employment, compensationprotection of the goodwill acquired, and Confidential Information, and in order to protect the Company’s Confidential Information and other legitimate business interests and to reduce the likelihood of irreparable damage which would occur such Principal Stockholder acknowledges that such restrictions will not prevent him from conducting businesses that are not included in the event such information is provided to or used by a competitor of the Company. Notwithstanding the foregoing, Executive shall not be deemed to have violated Restricted Business set forth in this Section 9 solely 6.5 during the periods covered by reason of his passive ownership of 10% or less of the outstanding equity interests of any public entityrestrictive covenants set forth in this Section 6.5. Executive hereby Such Principal Stockholder also acknowledges that the geographic boundaries, scope of prohibited activities Contemplated Transactions constitute full and adequate consideration for the time duration execution and enforceability of the provisions of this Section 9 are reasonable and are no broader than are necessary to protect the legitimate business interests of the Company. This noncompetition provision can only be revoked or modified by a writing signed by both Executive and the Chief Executive Officer of the Company, as approved by the Board, which specifically states an intent to revoke or modify this provision. Executive acknowledges that the Company would not employ him or provide him with access to its Confidential Information but for his covenants or promises contained in this Section. The Company and Executive agree and stipulate that the agreements and covenants not to compete contained restrictions set forth in this Section 9 hereof are fair and reasonable in light of all of the facts and circumstances of the relationship between Executive and the Company; provided however, Executive and the Company are aware that in certain circumstances courts have refused to enforce certain terms of agreements not to compete. Therefore, in furtherance of, and not in derogation of the provisions of this Section 9, the Company and Executive agree that in the event a court should decline to enforce any terms of any of the provisions of this Section 9, that this Section 9 shall be deemed to be modified or reformed to restrict Executive’s competition with the Company to the maximum extent, as to time, geography and business scope, which the court shall find enforceable; provided however, in no event shall the provisions of this Section 9 be deemed to be more restrictive to Executive than those contained herein. Executive agrees that during the Noncompetition Term, he shall immediately notify the Company in writing of any employment, work or business he undertakes with or on behalf of any person (including himself) or entity, whether or not for compensation6.5.