Common use of Non-Competition Clause in Contracts

Non-Competition. In consideration of the Employer’s obligations hereunder, during the term of the Employee’s employment hereunder and during the Designated Period (as defined herein), the Employee will not (i) anywhere within North America, engage, directly or indirectly, alone or as a shareholder (other than as a holder of stock of the Employer (or any of its affiliates) or as a holder of less than five percent (5%) of the common stock of any publicly traded corporation), partner, officer, director, employee or consultant of any other business organization that (A) is engaged or becomes engaged in the business of providing publishing and printing services journals, catalogs, and books or (B) is engaged in any other business activity that the Employer is conducting at the time of the Employee’s termination or any activity related thereto of which the Employee had knowledge that the Employer proposes to conduct (the “Designated Industry”), (ii) divert to any competitor of the Employer any customer of the Employer, or (iii) solicit or encourage any officer, employee or consultant of the Employer to leave its employ for employment by or with any competitor of the Employer. The term “Designated Period” shall mean a period following the termination of the Employee’s employment hereunder equal to the longer of (a) twelve (12) months and (b) the Severance Period. If at any time the provisions of this §9 shall be determined to be invalid or unenforceable, by reason of being vague or unreasonable as to area, duration or scope of activity, this §9 shall be considered divisible and shall become and be immediately amended to only such area, duration and scope of activity as shall be determined to be reasonable and enforceable by the court or other body having jurisdiction over the matter; and the Employee agrees that this §9 as so amended shall be valid and binding as though any invalid or unenforceable provision had not been included herein.

Non-Competition. In consideration of the Employer’s obligations hereunder, during During the term of the Employee’s 's employment hereunder and during until one year after termination of the Designated Period (as defined herein)Employee's employment hereunder, the Employee will not (ia) anywhere within North AmericaNew Jersey, New York or Pennsylvania or anywhere within 100 miles of any store operated by the Employer at the time of the Employee's termination, engage, directly or indirectly, alone or as a shareholder (other than as a holder of stock of the Employer (or any of its affiliates) or as a holder of less than five percent (5%) of the common stock of any publicly traded corporation), partner, officer, director, employee or consultant of any other business organization that (A) is engaged or becomes engaged in a business involving or relating to the business operation of providing publishing and printing services journals, catalogs, and books retail drug stores or (B) is engaged in any other business activity that the Employer is conducting at the time of the Employee’s 's termination or any activity related thereto of which has notified the Employee had knowledge that the Employer it proposes to conduct and for which the Employer has, prior to the time of such termination, expended substantial resources (the “"Designated Industry”"), (iib) divert to any competitor of the Employer any customer of the Employer, or (iiic) solicit or encourage any officer, key employee or consultant of the Employer to leave its employ for alternative employment by or with hire or offer employment to, any competitor of person to whom the EmployerEmployer has offered employment. The term “Designated Period” Employee will continue to be bound by the provisions of this ss.9 until their expiration and shall mean a period following not be entitled to any compensation from the termination of the Employee’s employment hereunder equal to the longer of (aEmployer with respect thereto except as provided in ss.6(d) twelve (12) months and (b) the Severance Periodhereof. If at any time the provisions of this §9 ss.9 shall be determined to be invalid or unenforceable, by reason of being vague or unreasonable as to area, duration or scope of activity, this §9 ss.9 shall be considered divisible and shall become and be immediately amended to only such area, duration and scope of activity as shall be determined to be reasonable and enforceable by the court or other body having jurisdiction over the matter; and the Employee agrees that this §9 ss.9 as so amended shall be valid and binding as though any invalid or unenforceable provision had not been included herein.

Non-Competition. In The Executive recognizes that the Company’s willingness to enter into this Agreement is based in material part on the Executive’s agreement to the provisions of this paragraph 6 and that the Executive’s breach of the provisions of this paragraph 6 could materially damage the Company. Subject to the further provisions of this Agreement and in consideration of the EmployerCompany’s obligations hereunderagreement to provide the Executive Confidential Information (as defined in Section 7) to which the Executive did not have access prior to the execution of this Agreement, and the receipt of which is hereby acknowledged, during the term of his employment hereunder, and, for the Employeeperiod extending to the first anniversary of his termination of employment for any reason other than termination of the Executive’s employment hereunder and during by the Designated Period Company without Cause or termination of the Executive’s employment by the Executive for Good Reason (as defined hereinthe “No-Compete Period”), the Employee will not (i) anywhere within North America, engageExecutive shall not, directly or indirectly, alone manage, control, participate in, consult with, render services to, or in any manner engage in any pumping unit or gear manufacturing business (the “Subject Businesses”) with (any such action to be referred to as a shareholder (other than as a holder of stock of the Employer (an “Association” with) any person, corporation, partnership, trust or any of its affiliates) or as a holder of less than five percent (5%) of the common stock of any publicly traded corporation), partner, officer, director, employee or consultant of any other business organization (any such person or entity to be referred to as a “Person”) if such business is directly competitive with the Subject Businesses of the Company; provided, however, that (A) the foregoing shall not restrict the Executive from having an Association with a Person that is engaged or becomes engaged in the business Subject Businesses so long as the Executive is not personally involved in a material respect in the Subject Businesses of providing publishing such Person, it being understood that an indirect supervisory role of a Subject Business and printing services journals, catalogs, and books or (B) is engaged other businesses of such Person shall not constitute involvement in any other business activity that the Employer is conducting at the time of the Employee’s termination or any activity related thereto of which the Employee had knowledge that the Employer proposes to conduct (the “Designated Industry”), (ii) divert to any competitor of the Employer any customer of the Employer, or (iii) solicit or encourage any officer, employee or consultant of the Employer to leave its employ for employment by or with any competitor of the Employer. The term “Designated Period” shall mean a period following the termination of the Employee’s employment hereunder equal to the longer of (a) twelve (12) months and (b) the Severance Periodmaterial respect. If at any time court having jurisdiction determines that the provisions of this §9 shall be determined Section 6 are not enforceable to be invalid or unenforceablethe fullest extent, by reason because of being vague or unreasonable the provisions as to areathe time period, duration the geographical area or scope of activity, this §9 shall be considered divisible and shall become and be immediately amended to only such area, duration and the scope of activity covered, the Parties agree that such court may narrow any such provision as the court deems necessary to enforceability, and this Section 6 shall be determined enforced as so narrowed. The Executive acknowledges that monetary damages would not constitute an adequate remedy for the Company in the event of a breach of this Section 6, and he therefore agrees that the Company shall be entitled to be reasonable and enforceable by the court injunctive or other body having jurisdiction over equitable relief for the matter; and enforcement hereof. However, in no event shall an asserted violation of the Employee agrees that provisions of this §9 as so amended shall be valid and binding as though Section 6 constitute a basis for deferring or withholding any invalid or unenforceable provision had not been included hereinamounts otherwise payable to the Executive under this Agreement.

Non-Competition. In consideration of the Employer’s obligations hereunderThe Employee shall not, at any time during the term Employment Term and for a period (the "Restricted Period") of the Employee’s employment hereunder and during the Designated Period three (as defined herein), the Employee will not (i3) anywhere within North America, engageyears thereafter, directly or indirectly, alone except where specifically contemplated by the terms of his employment or as a shareholder this Agreement, (a) be employed by, engage in or participate in the ownership, management, operation or control of, or act in any advisory or other than as a holder of stock of capacity for, any Competing Entity which conducts its business within the Employer (or Territory; provided, however, that notwithstanding the foregoing, the Employee may make solely passive investments in any of its affiliates) or as a holder of less than five percent (5%) of Competing Entity the common stock of any which is publicly traded corporation), partner, officer, director, employee or consultant of any other business organization that (A) is engaged or becomes engaged in the business of providing publishing held and printing services journals, catalogs, and books or (B) is engaged in any other business activity that the Employer is conducting at the time of the Employee’s termination or any activity related thereto of which the Employee had knowledge that shall not own or control, directly or indirectly, in the Employer proposes to conduct (the “Designated Industry”), (ii) divert to any competitor aggregate securities which constitute 5% or more of the Employer any customer voting rights or equity ownership of the Employer, such Competing Entity; or (iiib) solicit or encourage divert any officer, employee business or consultant any customer from the Subsidiary or any Affiliate of the Employer Subsidiary or assist any person, firm or corporation in doing so or attempting to leave its employ for employment by do so; or (c) cause or seek to cause any person, firm or corporation to refrain from dealing or doing business with the Subsidiary or any competitor Affiliate of the EmployerSubsidiary or assist any person, firm or corporation in doing so. The term “Designated Period” Employee agrees that, notwithstanding any other provision of this Agreement to the contrary, if he breaches any of his covenants contained in this Section 13, then, in addition to any other remedy which may be available at law or in equity, the Company and the Subsidiary shall mean a period following be entitled to (1) cease or withhold payment or provision of any severance compensation and benefits to which the termination Employee is otherwise entitled pursuant to Section 10(a), and (2) receive reimbursement from the Employee of any lump-sum payments previously made to the Employee of any severance compensation payable under Section 10(a) and any Closing Bonus theretofore paid to the Employee’s employment hereunder equal to the longer of (a) twelve (12) months and (b) the Severance Period. If at any time the provisions of this §9 shall be determined to be invalid or unenforceable, by reason of being vague or unreasonable as to area, duration or scope of activity, this §9 shall be considered divisible and shall become and be immediately amended to only such area, duration and scope of activity as shall be determined to be reasonable and enforceable by the court or other body having jurisdiction over the matter; and the Employee agrees shall forfeit his right to receive any such severance compensation and Closing Bonus; provided, however, that any obligation of the Employee to reimburse the Company or the Subsidiary for any lump-sum payments and Closing Bonus pursuant to clause (2) of this §9 sentence shall lapse on a pro rata basis as follows: the portion of such lump-sum payments and Closing Bonus that may be required to be so amended reimbursed by the Employee shall be valid the total of all such lump-sum payments and binding as though any invalid or unenforceable provision had not been included hereinClosing Bonus multiplied by a fraction, the numerator of which shall be the number of days remaining in the Restricted Period following the date on which the Employee first engages in such breach of his covenants contained in this Section 13 and the denominator of which shall be the total number of days comprising the Restricted Period.

Non-Competition. In consideration of the Employer’s obligations hereunderThe Employee shall not, at any time during the term Employment Term and for a period (the "Restricted Period") of the Employee’s employment hereunder and during the Designated Period three (as defined herein), the Employee will not (i3) anywhere within North America, engageyears thereafter, directly or indirectly, alone except where specifically contemplated by the terms of his employment or as a shareholder this Agreement, (a) be employed by, engage in or participate in the ownership, management, operation or control of, or act in any advisory or other than as a holder of stock of capacity for, any Competing Entity which conducts its business within the Employer (or Territory; PROVIDED, HOWEVER, that notwithstanding the foregoing, the Employee may make solely passive investments in any of its affiliates) or as a holder of less than five percent (5%) of Competing Entity the common stock of any which is publicly traded corporation), partner, officer, director, employee or consultant of any other business organization that (A) is engaged or becomes engaged in the business of providing publishing held and printing services journals, catalogs, and books or (B) is engaged in any other business activity that the Employer is conducting at the time of the Employee’s termination or any activity related thereto of which the Employee had knowledge that shall not own or control, directly or indirectly, in the Employer proposes to conduct (the “Designated Industry”), (ii) divert to any competitor aggregate securities which constitute 5% or more of the Employer any customer voting rights or equity ownership of the Employer, such Competing Entity; or (iiib) solicit or encourage divert any officer, employee business or consultant any customer from the Subsidiary or any Affiliate of the Employer Subsidiary or assist any person, firm or corporation in doing so or attempting to leave its employ for employment by do so; or (c) cause or seek to cause any person, firm or corporation to refrain from dealing or doing business with the Subsidiary or any competitor Affiliate of the EmployerSubsidiary or assist any person, firm or corporation in doing so. The term “Designated Period” Employee agrees that, notwithstanding any other provision of this Agreement to the contrary, if he breaches any of his covenants contained in this Section 13, then, in addition to any other remedy which may be available at law or in equity, the Company and the Subsidiary shall mean a period following be entitled to (1) cease or withhold payment or provision of any severance compensation and benefits to which the termination Employee is otherwise entitled pursuant to Section 10(a), and (2) receive reimbursement from the Employee of any lump-sum payments previously made to the Employee of any severance compensation payable under Section 10(a) and any Closing Bonus theretofore paid to the Employee’s employment hereunder equal to the longer of (a) twelve (12) months and (b) the Severance Period. If at any time the provisions of this §9 shall be determined to be invalid or unenforceable, by reason of being vague or unreasonable as to area, duration or scope of activity, this §9 shall be considered divisible and shall become and be immediately amended to only such area, duration and scope of activity as shall be determined to be reasonable and enforceable by the court or other body having jurisdiction over the matter; and the Employee agrees shall forfeit his right to receive any such severance compensation and Closing Bonus; PROVIDED, HOWEVER, that any obligation of the Employee to reimburse the Company or the Subsidiary for any lump-sum payments and Closing Bonus pursuant to clause (2) of this §9 sentence shall lapse on a pro rata basis as follows: the portion of such lump-sum payments and Closing Bonus that may be required to be so amended reimbursed by the Employee shall be valid the total of all such lump-sum payments and binding as though any invalid or unenforceable provision had not been included hereinClosing Bonus multiplied by a fraction, the numerator of which shall be the number of days remaining in the Restricted Period following the date on which the Employee first engages in such breach of his covenants contained in this Section 13 and the denominator of which shall be the total number of days comprising the Restricted Period.

Non-Competition. In consideration of the Employer’s obligations hereunder, Employee agrees that during the term of the Employee’s employment hereunder and during the Designated Period (as defined herein), the Employee will not (i) anywhere within North America, engage, directly or indirectly, alone or as a shareholder (other than as a holder of stock of the Employer (or any of its affiliates) or as a holder of less than five percent (5%) of the common stock of any publicly traded corporation), partner, officer, director, employee or consultant of any other business organization that (A) is engaged or becomes engaged in the business of providing publishing and printing services journals, catalogs, and books or (B) is engaged in any other business activity that the Employer is conducting at the time of the Employee’s termination or any activity related thereto of which the Employee had knowledge that the Employer proposes to conduct (the “Designated Industry”), (ii) divert to any competitor of the Employer any customer of the Employer, or (iii) solicit or encourage any officer, employee or consultant of the Employer to leave its employ for employment by or with any competitor of the Employer. The term “Designated Period” shall mean a period following the termination of the Employee’s employment hereunder equal to the longer of (a) twelve (12) months and after the termination of employment (bthe “Non-Competition Period”), except in the case where Employee is terminated by uniQure without cause, Employee shall not directly or indirectly, perform Prohibited Activities (whether as an employee, consultant, independent contractor, member of a board of directors, or in any other capacity) to a Competing Organization within the Severance Period. If at Geographic Area assigned to Employee in Employee’s position(s) with uniQure, or where Employee provided services or had a material presence or influence, during any time within the provisions last two (2) years of this §9 employment with uniQure. Notwithstanding the foregoing, nothing herein shall be determined prevent Employee from becoming employed by or otherwise rendering services to be invalid or unenforceablea Competing Organization whose business is diversified, by reason of being vague or unreasonable as to area, duration or if the scope of activityEmployee’s services to such Competing Organization is limited to identifiable parts, this §9 shall be considered divisible and shall become and be immediately amended to only segments, entities or business units of such areabusiness that, duration and scope of activity as shall be determined to be reasonable and enforceable by the court are not engaged in providing or other body having jurisdiction over the matter; and the producing Competing Services. Employee agrees that this §9 as so amended if Employee seeks to become employed or otherwise renders services to such a Competing Organization during the restricted period, prior to Employee’s employment or rendering such services, (i) Employee shall provide uniQure with written assurance from such Competing Organization and from Employee that Employee will not render services directly or indirectly in connection with any Competing Services, and (ii) Employee receives written approval of Employee’s intended employment or rendering such services (such approval shall not be unreasonably withheld and shall be valid provided by uniQure within ten (10) days from receipt of the written assurances set forth in subsection (i)). uniQure may, in its sole discretion, waive all or a portion of the Non-Competition Period. uniQure and binding as though any invalid or unenforceable provision had not been included hereinEmployee mutually agree that the following consideration offered to Employee in Employee’s employment agreement supports Employee’s promises, undertakings, and obligations under this Section 5(c) regarding post-employment non-competition: the equity grants associated with Employees Employment Agreement, bonus payments and additional severance benefits, which consideration Employee acknowledges and agree is adequate, fair, reasonable, and mutually agreed upon. The “Geographic Area” assigned to Employee is worldwide.

Non-Competition. In consideration (a) The Executive agrees that his services hereunder are of a special character, and his position with the Employer places him in a position of confidence and trust with the Employer's artists, clients, customers and employees. The Executive and the Employer agree that in the course of employment hereunder, the Executive has and will continue to develop a personal acquaintanceship and relationship with the Employer's artists, clients and customers, and a knowledge of those artists', clients' and customers' affairs and requirements which may constitute the Employer's primary or only contact with such artists, clients and customers. The Executive consequently agrees that it is reasonable and necessary for the protection of the goodwill and business of the Employer that the Executive make the covenants contained herein. Accordingly, the Executive agrees that while he is in the Employer's employ the Executive will not, without the prior written consent of the Employer’s obligations hereunder, during the term of the Employee’s employment hereunder and during the Designated Period (as defined herein), the Employee will not (i) anywhere within North America, engage, either directly or indirectly, alone or in any capacity whether as a shareholder promoter, proprietor, partner, joint venturer, employee, agent, consultant, director, officer, manager, equity holder (other than except as a an equity holder of stock of the Employer (or any of its affiliates) or as a holder of holding less than five percent (5%) of the common stock of any a publicly traded corporation)company's issued and outstanding equity securities, partneror otherwise) work for, officer, director, employee act as a consultant to or consultant of own any other business organization that (A) is engaged or becomes engaged in the business of providing publishing and printing services journals, catalogs, and books or (B) is engaged interest in any other business activity that the Employer is conducting at the time of the Employee’s termination or any activity related thereto of which the Employee had knowledge that the Employer proposes to conduct (the “Designated Industry”), (ii) divert to any direct competitor of the Employer which operates in or provides services essentially the same as the Employer in any portion of the geographic territory where the Employer operates or sells its products or services, except as allowed pursuant to Section 3(c) of this Agreement. The Executive further agrees that during the Term, and for the one year period following the Executive's termination of employment with the Employer, the Executive will not solicit, entice, induce or persuade: (i) any employee, artist, client or customer of the Employer, ; or (iiiii) solicit any person or encourage any officerentity had been engaged in negotiations with the Employer to become, employee an employee, artist, client or consultant customer of the Employer during the six month period prior to leave its employ for the Executive's termination of employment with the Employer, to alter, terminate or refrain from extending or renewing any contractual or other relationship with the Employer, or commence a similar or substantially similar relationship with the Executive, any entity with whom the Executive is affiliated or employed by or with any direct competitor of the Employer. The term “Designated Period” shall mean a period following Notwithstanding the termination foregoing, when the Executive's employment with the Employer is terminated, for whatever reason, the Executive may continue to do business, without violating the terms hereof, with, any customer, client or artist of the Employee’s employment hereunder equal Employer which was a customer, client or artist of the Executive, or any company controlled by the Executive, prior to the longer of (a) twelve (12) months and (b) the Severance Period. If at any time the provisions of this §9 shall be determined to be invalid or unenforceable, by reason of being vague or unreasonable as to area, duration or scope of activity, this §9 shall be considered divisible and shall become and be immediately amended to only such area, duration and scope of activity as shall be determined to be reasonable and enforceable by the court or other body having jurisdiction over the matter; and the Employee agrees that this §9 as so amended shall be valid and binding as though any invalid or unenforceable provision had not been included hereinEffective Date.

Non-Competition. The Employee acknowledges that he will acquire specialized knowledge and experience in the business of the Company and its Affiliates and that if his knowledge, experience, reputation or contacts are used by or on behalf of the Employee to compete with the Company or its Affiliates or to solicit employees or agents away from the Company or its Affiliates, serious harm to the Company and its Affiliates may result. In consideration of the Employer’s obligations hereunderbenefits specified in this Agreement, the Employee agrees that during the term Employee's employment by the Company and for a period of one (1) year thereafter, subject to the performance by the Company of its obligations under Section 10 hereof upon a Termination of Employment (whether prior to, or as the result of, expiration of the Employee’s employment hereunder and during the Designated Period (as defined hereinEmployment Term), the Employee will not (i) anywhere within North Americashall not, engageunless acting pursuant hereto or with the prior written consent of the Board, directly or indirectly, alone render any services of a business, commercial, or as a shareholder (other than as a holder of stock of professional nature to any Person, whether for compensation or otherwise, within the Employer (United States or any of elsewhere in competition with the Company or its affiliates) Affiliates or as a holder of less than five percent (5%) of which is in conflict with the common stock of any publicly traded corporation)Company's or its Affiliates' interests, partner, officer, director, employee or consultant of any other business organization that (A) is engaged solicit for employment or becomes engaged in the business of providing publishing and printing services journals, catalogs, and books or (B) is engaged in any other business activity that the Employer is conducting at the time fashion hire any of the Employee’s termination employees or any activity related thereto of which the Employee had knowledge that the Employer proposes to conduct (the “Designated Industry”), (ii) divert to any competitor agents of the Employer Company or its Affiliates or, with respect to the two (2) year period referred to above, any customer person who was an employee or agent of the Employer, Company or (iii) solicit or encourage its Affiliates at any officer, employee or consultant of the Employer time within six months prior to leave its employ for employment by or with any competitor of the Employer. The term “Designated Period” shall mean a period following the termination of employment hereunder; provided, however, that this provision shall terminate in the Employee’s event the employment hereunder equal of the Employee is terminated by the Company in violation of Section 10 hereof. For the purpose of this Section 8, the phrases "in competition with" and "in conflict with" shall not be deemed to apply to any Person whose activities do not involve similar lines of business now or hereafter undertaken by the longer of (a) twelve (12) months and (b) Company or any Affiliate. In the Severance Period. If at any time event that the provisions of this §9 Section should ever be adjudicated to exceed the time, geographic, service or product limitations permitted by applicable law in any jurisdiction, then such provisions shall be determined deemed reformed in such jurisdiction to be invalid the maximum time, geographic, service or unenforceable, product limitations permitted by reason of being vague or unreasonable as to area, duration or scope of activity, this §9 shall be considered divisible and shall become and be immediately amended to only such area, duration and scope of activity as shall be determined to be reasonable and enforceable by the court or other body having jurisdiction over the matter; and the Employee agrees that this §9 as so amended shall be valid and binding as though any invalid or unenforceable provision had not been included hereinapplicable law.

Non-Competition. In consideration of the Employer’s obligations hereunder, during the term of the Employee’s employment hereunder and during the Designated Period (as defined herein), the Employee will not During (i) the Executive's employment with the Company and (ii) the two (2) year period immediately following the Executive's Date of Termination, the Executive (A) shall not engage, anywhere within North America, engagethe geographical areas in which any Sunbeam Entity is then conducting its business operations, directly or indirectly, alone alone, in association with or as a shareholder (other than as a holder of stock of the Employer (or any of its affiliates) or as a holder of less than five percent (5%) of the common stock of any publicly traded corporation)shareholder, principal, agent, partner, officer, director, employee or consultant of any other organization, in any business organization that (Aa "Competitive Business") is engaged or becomes engaged in the which competes with any business of providing publishing and printing services journals, catalogs, and books or then being conducted by such Sunbeam Entity; (B) is engaged in any other business activity that the Employer is conducting at the time of the Employee’s termination or any activity related thereto of which the Employee had knowledge that the Employer proposes to conduct (the “Designated Industry”), (ii) divert to any competitor of the Employer any customer of the Employer, or (iii) shall not solicit or encourage any officer, employee or consultant of any of the Employer Sunbeam Entities to leave its the employ of any of the Sunbeam Entities for employment by or with any competitor Competitive Business; and (C) shall not solicit, divert or take away, or attempt to divert or to take away, the business or patronage of any of the Employer. The term “Designated Period” customers or accounts, or prospective customers or accounts, of any Sunbeam Entity, which were contacted, solicited or served by the Executive while employed by the Company; provided, however, that nothing herein shall mean prohibit the Executive from owning a period following the termination maximum of two percent (2%) of the Employee’s employment hereunder equal to outstanding stock of any publicly traded corporation. Following the longer Date of Termination, ownership by the Executive of not more than five percent (a5%) twelve (12) months and (b) the Severance Periodof any publicly traded corporation shall not constitute a violation hereof. If If, at any time time, the provisions of this §9 Section 10(c) shall be determined to be invalid or unenforceable, by reason of being vague or unreasonable as to area, duration or scope of activity, this §9 Section 10(c) shall be considered divisible and shall become and be immediately amended to only such area, duration and scope of activity as shall be determined to be reasonable and enforceable by the court or other body having jurisdiction over the matter; and the Employee Executive agrees that this §9 Section 10(c) as so amended shall be valid and binding as though any invalid or unenforceable provision had not been included herein. For purposes of this Section 10(c), the design, manufacture and marketing of outdoor barbecue grills, casual outdoor and indoor furniture and small kitchen appliances shall be construed to be a Competitive Business; provided, however, that the gross revenues derived from sales of such products by such competitor are greater than the lesser of (i) 10% of its total revenues and (ii) $500,000,000.

Non-Competition. In consideration of the Employer’s obligations hereunder, during the term of the Employee’s employment hereunder and during the Designated Period (as defined herein)As a condition to receiving any benefits pursuant to this Agreement, the Employee will agrees that during his period of employment and through the first anniversary of his Date of Termination, the Employee shall not (i) anywhere within North Americaengage in or become associated with any Competitive Activity. For purposes of this Section 10, engage, a "Competitive Activity" shall mean any business or other endeavor that engages in any country in which the Company or its Affiliates have business operations in a business that directly or indirectly, alone indirectly competes with all or as a shareholder (other than as a holder any substantial part of stock any of the Employer (business in which the Company or any of its affiliates) or as a holder of less than five percent (5%) of the common stock of any publicly traded corporation), partner, officer, director, employee or consultant of any other business organization that (A) Affiliates is engaged or becomes engaged in the business of providing publishing and printing services journals, catalogs, and books or (B) is engaged in any other business activity that the Employer is conducting at the time of the Employee’s termination 's Date of Termination. The Employee shall be considered to have become "engaged" or "associated" with a Competitive Activity if he becomes involved as an owner, employee, officer, director, independent contractor, agent, partner, advisor, lender, or in any activity related thereto of which other capacity calling for the Employee had knowledge that the Employer proposes to conduct (the “Designated Industry”), (ii) divert to any competitor rendition of the Employer any customer of the EmployerEmployee's personal services, or (iii) solicit or encourage any officer, employee or consultant of the Employer to leave its employ for employment by either alone or with any competitor of the Employer. The term “Designated Period” shall mean individual, partnership, corporation or other organization that is engaged in a period following the termination of the Employee’s employment hereunder equal Competitive Activity and his involvement relates in any respect to the longer Competitive Activity of (a) twelve (12) months and (b) such entity; provided, however, that the Severance PeriodEmployee shall not be prohibited from owning less than two percent of any publicly traded corporation, whether or not such corporation is in competition with the Company. If If, at any time time, the provisions of this §9 Section 10 shall be determined to be invalid or unenforceable, by reason of being vague or unreasonable as to area, duration or scope of activity, this §9 Section 10 shall be considered divisible and shall become and be immediately amended to only such area, duration and scope of activity as shall be determined to be reasonable and enforceable by the court or other body having jurisdiction over the matter; and the Employee agrees that this §9 Section 10 as so amended shall be valid and binding as though any invalid or unenforceable provision had not been included herein.

Non-Competition. In consideration of the Employer’s obligations hereundermutual covenants provided for herein and the compensation to be paid to the Seller at the Closing, during for a period of five (5) years from the term Closing Date, (the “Non-Compete Period”) Seller, except as an employee or consultant to the Company, Buyer and/or any of the Employee’s employment hereunder and during the Designated Period (as defined herein)their Affiliates, the Employee will shall not (i) anywhere within North America, engage, directly or indirectly, alone in the business of designing, manufacturing, marketing, modifying, distributing or as a shareholder selling of refrigeration systems for use in medical, clinical, research and scientific laboratory applications (other than as a holder of stock of the Employer (“Restricted Business”) worldwide; provided, however, that Seller may acquire or any of its affiliates) or as a holder of otherwise own less than a five percent (5%) of the common stock of any equity interest in a publicly traded corporation), partner, officer, director, employee or consultant of any other business organization that (A) is engaged or becomes held enterprise engaged in the business Restricted Business as long as Seller does not render advice or assistance to such enterprise. In addition, during the Non-Compete Period, Seller shall not, directly or indirectly, persuade or attempt to persuade any employee of providing publishing and printing services journalsthe Company to leave the Company’s employ, catalogs, and books or (B) is engaged to become employed by any Person other than the Company for the purpose of engaging in any other business activity the Restricted Business; provided that the Employer is conducting at foregoing shall not restrict the time of the Employee’s termination Seller from (i) soliciting employees through general solicitations or any activity related thereto of which the Employee had knowledge that the Employer proposes to conduct (the “Designated Industry”), (ii) divert soliciting employees through use of a recruiting firm provided that the Seller did not instruct the recruiting firm to any competitor approach employees of the Employer any customer of the Employer, or (iii) solicit or encourage any officer, employee or consultant of the Employer to leave its employ for employment by or with any competitor of the EmployerCompany. The term “Designated Period” shall mean a period following the termination of the Employee’s employment hereunder equal to the longer of (a) twelve (12) months and (b) the Severance Period. If at any time Seller agrees that the provisions of this §9 Section 8.1 are reasonable and necessary for Buyer’s protection and that if any portion thereof shall be determined held contrary to be law or invalid or unenforceableunenforceable in any respect in any jurisdiction, by reason of being vague or unreasonable as to one or more periods of time, geographic area, duration areas of business activities, or scope of activityany part thereof, this §9 the remaining provisions shall not be considered divisible affected but shall remain in full force and shall become effect and be immediately amended to only that any such area, duration and scope of activity as shall be determined to be reasonable and enforceable by the court or other body having jurisdiction over the matter; and the Employee agrees that this §9 as so amended shall be valid and binding as though any invalid or unenforceable provision had shall be deemed, without further action on the part of any Person, modified and limited to the extent necessary to render the same valid and enforceable in such jurisdiction. Seller further agrees that the remedies at law in the event of a breach of or a default under this Section 8.1 would be insufficient and that Buyer shall be entitled to the immediate grant of equitable relief including, but not been included hereinlimited to, the remedy of specific performance to enjoin any breach, or the continuation of any breach, of the provisions of this Section 8.1.

Non-Competition. In consideration of the Employer’s obligations hereunder, during During the term of the Employee’s employment hereunder and during for the Designated Period (as defined herein)below) after termination of the Employee’s employment hereunder, the Employee will not (ia) anywhere within North Americathe Designated Territory (as defined below), engage, directly or indirectly, alone or as a shareholder (other than as a holder of capital stock of the Employer (Holdings or any of its affiliates) successors or assigns, or as a holder of less than five two percent (52%) of the common stock of any publicly traded corporation), partner, officer, director, employee employee, consultant or consultant of advisor, or otherwise in any way participate in or become associated with, any other business organization that (A) is engaged or becomes engaged in the business of providing publishing and printing services journalsinstalling, catalogsselling, and books servicing or (B) is engaged in any other business activity that the Employer is conducting at the time of the Employee’s termination monitoring residential or any activity related thereto of which the Employee had knowledge that the Employer proposes to conduct commercial security systems (the “Designated Industry”), (iib) divert to any competitor of the Employer any Interface Company any customer of the Employerany Interface Company, or (iiic) solicit or encourage any officer, key employee or consultant of the Employer any Interface Company to leave its employ for alternative employment by or with hire or offer employment to, any competitor of person to whom any Company has offered employment. For purposes hereof, the Employer. The term “Designated Period” shall mean a period following one year, the term “Designated Territory” shall mean any state in which Employer and its subsidiaries have in the aggregate at least 500 customers at the time of Employee’s termination and the term “Interface Company” shall mean any affiliate or subsidiary of Holdings. The Employee acknowledges that the provisions of this Section 9 are essential to protect the business and goodwill of the Employee’s employment hereunder equal Employer. The Employee will continue to be bound by the longer provisions of (a) twelve (12) months this Section 9 until their expiration and (b) shall not be entitled to any compensation from the Severance PeriodEmployer with respect thereto except as provided above. If at any time the provisions of this §Section 9 shall be determined to be invalid or unenforceable, unenforceable by reason of being vague or unreasonable as to area, duration or scope of activity, this §Section 9 shall be considered divisible and shall become and be immediately amended to only such area, duration and scope of activity as shall be determined to be reasonable and enforceable by the court or other body having jurisdiction over the matter; and the Employee agrees that this §Section 9 as so amended shall be valid and binding as though any invalid or unenforceable provision had not been included herein.

Non-Competition. In consideration view of the Employer’s obligations hereunderunique nature of the business of the Employer and the need of the Employer to maintain its competitive advantage in the industry through the protection of its trade secrets and proprietary information, the Employee agrees that during the term of his employment with the Employee’s employment hereunder Employer and during the Designated Period for a period of one (as defined herein)1) year thereafter, the Employee will not (i) anywhere within North America, engageshall not, directly or indirectly, alone within the United States of America or as a shareholder (its Territories or Possessions or within any other than as a holder of stock country in which the Employer or any affiliate of the Employer (or any of its affiliates) or as a holder of less than five percent (5%) of the common stock of any publicly traded corporation), partner, officer, director, employee or consultant of any other business organization that (A) is engaged or becomes engaged in the business of providing publishing and printing services journals, catalogs, and books or (B) is engaged in any other business activity that the Employer is conducting at the time of the Employee’s termination or actively contemplating engaging in any activity related thereto of which the Employee had knowledge that the Employer proposes to conduct described below (the “Designated Industry”)i) engage in, (ii) divert to own greater than a 5% interest in, be employed by, or consult for, or act as an advisor to, any competitor of the Employer any customer of the Employerbusiness, person or entity which engages in, or (iii) solicit otherwise participate in any way in, research, development, manufacturing, marketing, selling or encourage licensing activities, or in any officerother activity, employee that may reasonably be deemed by the Employer to be in competition with any activity in which the Employer or consultant any subsidiary of the Employer to leave its employ for employment by is then, or with any competitor is then contemplating becoming, engaged in the field of the Employer. The term “Designated Period” shall mean a period following the termination of the Employee’s employment hereunder equal to the longer of (a) twelve (12) months and (b) the Severance Periodinternet telephony. If at any time the foregoing provisions of this §9 shall be determined deemed to be invalid or unenforceable, unenforceable or are prohibited by the laws of the state or place where they are to be performed by reason of being vague or unreasonable as to area, duration or scope place of activityperformance, this §9 section shall be considered divisible and shall become and be immediately amended to include only such area, duration time and scope of activity such area as shall be determined to be reasonable and enforceable by the court or other body having jurisdiction over the matterthis Agreement; and the Employee agrees and the Employer expressly agree that this §9 section, as so amended amended, shall be valid and binding as though any invalid or unenforceable provision had not been included herein. The Employee further agrees that during, and for a period of one (1) year after termination of, the Employee's employment hereunder, he shall not solicit, or arrange to have any other person or entity solicit, any person or entity engaged by the Employer as an employee, customer, supplier, or consultant or advisor to, the Employer to terminate such party's relationship with the Employer. The time periods provided for in this Section 8 shall be extended for a period of time in which Employee is in violation of any of the provisions of this Section 8.

Non-Competition. In consideration The Employee acknowledges and recognizes the highly competitive nature of the Employerbusinesses of the Firm. The Employee further acknowledges that the Employee has been and shall be provided with access to sensitive and proprietary information about the clients, prospective clients, knowledge capital and business practices of the Firm, and has been and shall be provided with the opportunity to develop relationships with clients, prospective clients, consultants, employees, representatives and other agents of the Firm, and the Employee further acknowledges that such proprietary information and relationships are extremely valuable assets in which the Firm has invested and shall continue to invest substantial time, effort and expense. The Employee agrees that while employed by the Firm and thereafter until (i) three months after the Employee’s obligations hereunder, during date of Termination of Employment for any reason other than a termination by the term Firm without Cause or (ii) one month after the date of the Employee’s employment hereunder Termination of Employment by the Firm without Cause (in either case, the date of such Termination of Employment, the “Date of Termination,” and during such period, the Designated Period (as defined herein“Noncompete Restriction Period”), the Employee will not (i) anywhere within North America, engageshall not, directly or indirectly, alone on the Employee’s behalf or as a shareholder (other than as a holder of stock of the Employer (or any of its affiliates) or as a holder of less than five percent (5%) of the common stock on behalf of any publicly traded other person, firm, corporation), association or other entity, as an employee, director, advisor, partner, officerconsultant or otherwise, directorprovide services or perform activities for, employee or consultant acquire or maintain any ownership interest in, a “Competitive Enterprise.” For purposes of any other this Agreement, “Competitive Enterprise” shall mean a business organization (or business unit) that (Ax) engages in any activity or (y) owns or controls a significant interest in any entity that engages in any activity, that in either case, competes anywhere with any activity that is similar to an activity in which the Firm is engaged up to and including the Employee’s Date of Termination. Notwithstanding anything in this Appendix, the Employee shall not be considered to be in violation of this Appendix solely by reason of owning, directly or becomes engaged indirectly, any stock or other securities of a Competitive Enterprise (or comparable interest, including a voting or profit participation interest, in any such Competitive Enterprise) if the business Employee’s interest does not exceed 5% of providing publishing and printing services journalsthe outstanding capital stock of such Competitive Enterprise (or comparable interest, catalogsincluding a voting or profit participation interest, and books or (B) in such Competitive Enterprise). The Employee acknowledges that the Firm is engaged in any other business activity that throughout the Employer is conducting at world. Accordingly, and in view of the time nature of the Employee’s termination or any activity related thereto of which position and responsibilities, the Employee had knowledge agrees that the Employer proposes to conduct (the “Designated Industry”), (ii) divert to any competitor of the Employer any customer of the Employer, or (iii) solicit or encourage any officer, employee or consultant of the Employer to leave its employ for employment by or with any competitor of the Employer. The term “Designated Period” shall mean a period following the termination of the Employee’s employment hereunder equal to the longer of (a) twelve (12) months and (b) the Severance Period. If at any time the provisions of this §9 Paragraph (b) shall be determined applicable to each jurisdiction, foreign country, state, possession or territory in which the Firm may be invalid or unenforceable, by reason of being vague or unreasonable as to area, duration or scope of activity, this §9 shall be considered divisible and shall become and be immediately amended to only such area, duration and scope of activity as shall be determined to be reasonable and enforceable by the court or other body having jurisdiction over the matter; and engaged in business while the Employee agrees that this §9 as so amended shall be valid and binding as though any invalid or unenforceable provision had not been included hereinis providing services to the Firm.

Non-Competition. (a) In view of the unique and valuable services it is expected Employee will render to the Company, and in consideration of the Employer’s obligations compensation to be received hereunder, Employee agrees (i) that he will not, during the term of period he is employed by the Employee’s employment hereunder and during the Designated Period Company under this Agreement or otherwise, Participate In (as defined herein)below) any other business or organization, whether or not such business or organization now is or shall then be competing with or of a nature similar to the Employee will not (i) anywhere within North America, engage, directly business or indirectly, alone or as a shareholder (other than as a holder of stock profession of the Employer (Company or any of its affiliatesthe Companies, and (ii) or for a period of two years after he ceases to be employed by the Company under this Agreement as a holder result of less than five percent (5%Employee's voluntary action or pursuant to Section 11(a) hereof, he will not compete with or be engaged in the same business as or Participate In any other business or organization which during such two year period competes with or is engaged in the same business as the Company or any of the Companies with respect to any product or service sold or proposed to be sold or activity engaged in or proposed to be engaged in up to the time of such cessation within a 100-mile radius of the location of the Company's or any of the Companies' principal offices on the date on which Employee ceases to be employed by the Company under this Agreement, except that in each case the provisions of this Section 7 will not be deemed breached merely because Employee owns not more than 1% of the outstanding common stock of any publicly traded a corporation), partnerif, officer, director, employee or consultant of any other business organization that (A) is engaged or becomes engaged in the business of providing publishing and printing services journals, catalogs, and books or (B) is engaged in any other business activity that the Employer is conducting at the time of the its acquisition by Employee’s termination or any activity related thereto of which the Employee had knowledge that the Employer proposes to conduct (the “Designated Industry”), (ii) divert to any competitor of the Employer any customer of the Employersuch stock is listed on a national securities exchange, is reported on Nasdaq, or (iii) solicit or encourage any officer, employee or consultant is regularly traded in the over-the-counter market by a member of the Employer to leave its employ for employment by or with any competitor of the Employer. The term “Designated Period” shall mean a period following the termination of the Employee’s employment hereunder equal to the longer of (a) twelve (12) months and (b) the Severance Period. If at any time the provisions of this §9 shall be determined to be invalid or unenforceable, by reason of being vague or unreasonable as to area, duration or scope of activity, this §9 shall be considered divisible and shall become and be immediately amended to only such area, duration and scope of activity as shall be determined to be reasonable and enforceable by the court or other body having jurisdiction over the matter; and the Employee agrees that this §9 as so amended shall be valid and binding as though any invalid or unenforceable provision had not been included hereinnational securities exchange.

Non-Competition. In consideration view of the Employer’s obligations hereunderunique nature of the business of the Employer and the need of the Employer to maintain its competitive advantage in the industry through the protection of its trade secrets and proprietary information, the Employee agrees that during the term of his employment with the Employee’s employment hereunder Employer and during the Designated Period for a period of one (as defined herein)1) year thereafter, the Employee will not (i) anywhere within North America, engageshall not, directly or indirectly, alone within the United States of America or as a shareholder (its Territories or Possessions or within any other than as a holder of stock country in which the Employer or any affiliate of the Employer (or any of its affiliates) or as a holder of less than five percent (5%) of the common stock of any publicly traded corporation), partner, officer, director, employee or consultant of any other business organization that (A) is engaged or becomes engaged in the business of providing publishing and printing services journals, catalogs, and books or (B) is engaged in any other business activity that the Employer is conducting at the time of the Employee’s termination or actively contemplating engaging in any activity related thereto of which the Employee had knowledge that the Employer proposes to conduct described below (the “Designated Industry”)i) engage in, (ii) divert to own greater than a 5% interest in, be employed by, or consult for, or act as an advisor to, any competitor of the Employer any customer of the Employerbusiness, person or entity which engages in, or (iii) solicit otherwise participate in any way in, research, development, manufacturing, marketing, selling or encourage licensing activities, or in any officerother activity, employee that may reasonably be deemed by the Employer to be in competition with any activity in which the Employer or consultant any subsidiary of the Employer to leave its employ for employment by is then, or with any competitor is then contemplating becoming, engaged in the field of the Employer. The term “Designated Period” shall mean a period following the termination of the Employee’s employment hereunder equal to the longer of (a) twelve (12) months and (b) the Severance Periodinternet telephony. If at any time the foregoing provisions of this §9 shall be determined deemed to be invalid or unenforceable, unenforceable or are prohibited by the laws of the state or place where they are to be performed by reason of being vague or unreasonable as to area, duration or scope place of activityperformance, this §9 section shall be considered divisible and shall become and be immediately amended to include only such area, duration time and scope of activity such area as shall be determined to be reasonable and enforceable by the court or other body having jurisdiction over the matterthis Agreement; and the Employee agrees and the Employer expressly agree that this §9 section, as so amended amended, shall be valid and binding as though any invalid or unenforceable provision had not been included herein. The Employer further agrees that during, and for a period of one (1) year after the termination of, the Employee's employment hereunder, he shall not solicit, or arrange to have any other person or entity solicit, any person or entity engaged by the Employer as an employee, customer, supplier, or consultant or advisor to, the Employer to terminate such party's relationship with the Employer. The time periods provided for in this Section 8 shall be extended for a period of time in which Employee is in violation of any of the provisions of this Section 8.

Non-Competition. In consideration return for the performance of the Employer’s obligations hereundermanagement duties described in Section 1 hereof, during the term Employment Term and for a period of two years thereafter in the event of the Employee’s employment hereunder and during termination of this Agreement pursuant to the Designated Period provision of Section 5(b) (as defined hereinii) hereof or one year thereafter in the event of the termination of this Agreement pursuant to the provisions of Sections 5(a)(i), the Employee will not (i5(a)(ii), 5(a)(iii) anywhere within North Americaor 5(b)(i) hereof, engageExecutive shall not, directly or indirectly, alone in any capacity whatsoever, either on his own behalf or as a shareholder (other than as a holder of stock of the Employer (or any of its affiliates) or as a holder of less than five percent (5%) of the common stock of any publicly traded corporation), partner, officer, director, employee or consultant on behalf of any other person or entity with whom he may be employed or associated, own any interest in, participate or engage in the day-to-day supervision, management, development, marketing or operation of any senior, assisted living or semi-acute care facilities or such other business organization that as Employer may be engaged in as of the date of the applicable Section 5 termination event (Athe "Business") which is engaged competitive with any of Employer's facilities. For purposes hereof, a facility will be deemed competitive with one of Employer's facilities if such facility is located within five (5) miles of a facility owned, operated or becomes managed by Employer or within five (5) miles of a facility which Employer is developing or with respect to which Employer has signed a letter of intent or term sheet or binding contract for the acquisition, development or management thereof dated on or prior to the date of such termination. Furthermore, for a period of two years after any applicable Section 5 termination event, Executive shall not, directly or indirectly, solicit, attempt to hire or hire any employee of Employer. Notwithstanding the foregoing, nothing herein shall prohibit Executive from owning 5% or less of any securities of a competitor engaged in the business same Business if such securities are listed on a nationally recognized securities exchange or traded over-the-counter on the National Association of providing publishing and printing services journals, catalogs, and books Securities Dealers Automated Quotation System or (B) is engaged in any other business activity that otherwise. In the Employer is conducting at the time event of the Employee’s termination or any activity related thereto of which the Employee had knowledge that the Employer proposes to conduct (the “Designated Industry”), (ii) divert to any competitor of the Employer any customer of the Employer, or (iii) solicit or encourage any officer, employee or consultant of the Employer to leave its employ for employment by or with any competitor of the Employer. The term “Designated Period” shall mean a period following the termination of the Employee’s employment hereunder equal this Agreement pursuant to the longer of (a) twelve (12) months and (b) the Severance Period. If at any time the provisions of Sections 5(a)(i), 5(a)(iii) or 5(b)(i) however, the covenant not to compete set forth in the first sentence of this §9 Section 6(b) shall only be determined effective, at the election of Employer, if Employer makes a quarterly payment in advance, commencing on the effective date of such termination, to Executive equal to $50,000. Such payments are in addition to any Termination Compensation payable pursuant to Section 5(d) hereof. If this Agreement is terminated pursuant to the provisions of Sections 5(a)(ii) or 5(b)(ii) hereof, then Executive shall not be invalid or unenforceable, by reason of being vague or unreasonable as entitled to area, duration or scope of activity, this §9 shall be considered divisible and shall become and be immediately amended to only receive any such area, duration and scope of activity as shall be determined to be reasonable and enforceable by the court or other body having jurisdiction over the matter; and the Employee agrees that this §9 as so amended shall be valid and binding as though any invalid or unenforceable provision had not been included hereinpayments.

Non-Competition. In consideration of the Employer’s obligations hereunder, during During the term of the Employee’s 's employment hereunder and during until two (2) years after termination of the Designated Period (as defined herein)Employee's employment hereunder, the Employee will not (ia) anywhere within North AmericaNew Jersey, New York or Pennsylvania or anywhere within 100 miles of any store operated by the Employer at the time of the Employee's termination, engage, directly or indirectly, alone or as a shareholder (other than as a holder of stock of the Employer (or any of its affiliates) or as a holder of less than five percent (5%) of the common stock of any publicly traded corporation), partner, officer, director, employee or consultant of any other business organization that (A) is engaged or becomes engaged in the business operation of providing publishing and printing services journals, catalogs, and books retail drug stores or (B) is engaged in any other business activity that the Employer is conducting at the time of the Employee’s 's termination or any activity related thereto of which has notified the Employee had knowledge that the Employer it proposes to conduct and for which the Employer has, prior to the time of such termination, expended substantial resources (the “"Designated Industry”"), (iib) divert to any competitor of the Employer any customer of the Employer, or (iiic) solicit or encourage any officer, key employee or consultant of the Employer to leave its employ for alternative employment by or with hire or offer employment to, any competitor of person to whom the EmployerEmployer has offered employment. The term “Designated Period” Employee will continue to be bound by the provisions of this ss.9 until their expiration and shall mean a period following not be entitled to any compensation from the termination of the Employee’s employment hereunder equal to the longer of (aEmployer with respect thereto except as provided in ss.6(d) twelve (12) months and (b) the Severance Periodhereof. If at any time the provisions of this §9 ss.9 shall be determined to be invalid or unenforceable, by reason of being vague or unreasonable as to area, duration or scope of activity, this §9 ss.9 shall be considered divisible and shall become and be immediately amended to only such area, duration and scope of activity as shall be determined to be reasonable and enforceable by the court or other body having jurisdiction over the matter; and the Employee agrees that this §9 ss.9 as so amended shall be valid and binding as though any invalid or unenforceable provision had not been included herein.

Non-Competition. In consideration The nature of the Employee’s employment with Employer has given Employee access to trade secrets and confidential information, including information about Employer’s obligations hereundertechnology and customers. Therefore, during the term two (2) years following the closing of the Employee’s employment hereunder and during the Designated Period (as defined herein)Merger, the Employee will not (i) anywhere within North Americaengage in, engagebe employed by, perform services for, participate in the ownership, management, control or operation of, or otherwise be connected with, either directly or indirectly, alone any business or as a shareholder activity whose efforts are in competition with (other than as a holder of stock of i) the products or services manufactured or marketed by Employer (or and/or any of its affiliates) or as a holder of less than five percent (5%) of the common stock of any publicly traded corporation), partner, officer, director, employee or consultant of any other business organization that (A) is engaged or becomes engaged in the business of providing publishing and printing services journals, catalogs, and books or (B) is engaged in any other business activity that the Employer is conducting subsidiaries at the time of the Employee’s termination closing of the Merger, or any activity related thereto of which the Employee had knowledge that the Employer proposes to conduct (the “Designated Industry”), (ii) divert the products or services which have been under research or development by Employer and/or any of its subsidiaries during Employee’s employment, and which Employer and/or any of its subsidiaries has demonstrably considered for further development or commercialization. The geographic scope of this restriction shall extend to anywhere Employer and/or any competitor of its subsidiaries is doing business, has done business or intends to do business. Employee acknowledges that the restrictions are reasonable and necessary for protection of the Employer any customer business and goodwill of Employer. If, within two years following the date of closing of the EmployerMerger, Employee violates this Non-Competition provision, Employee shall thereupon immediately forfeit all cash payments received for accelerated equity in the Merger and all payments made or (iii) solicit or encourage any officer, employee or consultant to be made under Section 5.1 of the Change of Control Agreement and return to Employer to leave its employ for employment all such payments theretofore made. The parties acknowledge and agree that the Change of Control Agreement is being modified only by or with any competitor adding the above provision in the event and upon effectiveness of the Employerclosing of the Merger\ and that nothing else in the Change of Control Agreement shall be affected by this Addendum. The term “Designated Period” parties further acknowledge and agree that this Addendum shall mean a period following be null if the termination closing of the Employee’s employment hereunder equal to the longer of (a) twelve (12) months and (b) the Severance Period. If at any time the provisions of this §9 shall be determined to be invalid or unenforceable, by reason of being vague or unreasonable as to area, duration or scope of activity, this §9 shall be considered divisible and shall become and be immediately amended to only such area, duration and scope of activity as shall be determined to be reasonable and enforceable by the court or other body having jurisdiction over the matter; and the Employee agrees that this §9 as so amended shall be valid and binding as though any invalid or unenforceable provision had Merger does not been included hereinoccur.

Non-Competition. In consideration of the Employer’s obligations hereunder, during During the term of the Employee’s 's employment hereunder hereunder, or during any period (and during for a period of three (3) years thereafter) that the Designated Period Employer is compensating the Employee in accordance with SECTION 6(d) hereof as a result of terminating the Employee's employment without Cause, and until three (as defined herein)3) years after any other termination of the Employee's employment hereunder, the Employee will not (i) anywhere within North America, engage, directly or indirectly, alone or as a shareholder (other than as a holder of stock of the Employer (or any of its affiliates) or as a holder of less than five percent (5%) of the common stock of any publicly traded corporation), partner, officer, member, director, employee or consultant of any other business organization that (A) is engaged or becomes engaged in the business provision of providing publishing and printing services journals, catalogs, and books which compete with the services provided by the Employer or (B) is engaged compete in any other service business activity that the Employer is conducting at the time of the Employee’s termination or any activity related thereto of which the Employee had knowledge that the Employer proposes to conduct (the “Designated Industry”), (ii) divert to any competitor of the Employer any customer of the Employer's termination, or (iii) solicit or encourage any officer, employee or consultant of the Employer to leave its employ for employment by or with any competitor of the Employeralternative employment. The term “Designated Period” Employee will continue to be bound by the provisions of this SECTION 9 until their expiration, and shall mean a period following not be entitled to any compensation from the termination of the Employee’s employment hereunder equal to the longer of (aEmployer with respect thereto except as may be provided in SECTION 6(d) twelve (12) months and (b) the Severance Periodhereof. If at any time the provisions of this §SECTION 9 shall be determined to be invalid or unenforceable, by reason of being vague or unreasonable as to area, duration or scope of activity, this §SECTION 9 shall be considered divisible and shall become and be immediately amended to only such area, duration and scope of activity as shall be determined to be reasonable and enforceable by the court or other body having jurisdiction over the matter; and the Employee agrees that this §SECTION 9 as so amended shall be valid and binding as though any invalid or unenforceable provision had not been included herein.

Non-Competition. In consideration (a) From the date of this Agreement through the sixth anniversary of the Employer’s obligations hereunderClosing (the "Noncompetition Period"), the Sellers and their Affiliates agree not to, whether individually or in their capacity as a director, officer, manager, member, partner, shareholder, agent or representative of or to a Person or entity (other than the Purchaser) or otherwise, directly or indirectly: (i) engage in a "Competitive Business", which for the purpose of this Agreement, means a business located in or transacting business in North America that is competitive with the Business; or (ii) either (A) solicit for a Competitive Business or endeavor to entice away, any Person or entity who is a current customer of the Business as of the date hereof and during the Noncompetition Period or who has been a customer of the Business within the past twelve (12) months or at any time during the term of this Agreement to use any products or services offered by a Competitive Business; (B) perform any action, activity or course of conduct which is detrimental in any material respect to the Employee’s employment hereunder and during the Designated Period (as defined herein), the Employee will not (i) anywhere within North America, engage, directly Business or indirectly, alone or as a shareholder (other than as a holder of stock business reputation of the Employer Purchaser (or any of its affiliatesAffiliates), including, without limitation (1) soliciting, recruiting or hiring any employees of the Purchaser (or any of its Affiliates) or as a holder of less than five percent (5%) of Persons or entities who have worked for the common stock of Business at any publicly traded corporation), partner, officer, director, employee or consultant of any other business organization that (A) is engaged or becomes engaged in time during the business of providing publishing and printing services journals, catalogs, and books or (B) is engaged in any other business activity that the Employer is conducting at the time of the Employee’s termination or any activity related thereto of which the Employee had knowledge that the Employer proposes to conduct (the “Designated Industry”), (ii) divert to any competitor of the Employer any customer of the Employer, or (iii) solicit or encourage any officer, employee or consultant of the Employer to leave its employ for employment by or with any competitor of the Employer. The term “Designated Period” shall mean a period following the termination of the Employee’s employment hereunder equal to the longer of (a) preceding twelve (12) months and (or any of its Affiliates), and/or (2) encouraging any employee of the Purchaser (or any of its Affiliates) to leave the employment of the same; or (C) assist any Person or entity in any way to do, or attempt to do, anything prohibited by Section 5.06(a)(i) or this Section 5.06(a)(ii) (except for responding to requests for reference checks). (b) The Seller acknowledges that a material breach of any of the Severance Periodcovenants contained in this Section 5.06 would result in material irreparable injury to the Purchaser for which there is no adequate remedy at law, that it will not be possible to measure damages for such injuries precisely and that the Purchaser will be entitled to obtain a temporary restraining order and/or a preliminary or permanent injunction restraining the Seller from engaging in 33 <PAGE> activities prohibited by this Section 5.06, and such other relief as may be required to specifically enforce any of the covenants in this Section 5.06. If at any time (c) The Purchaser and the Seller agree and acknowledge that the provisions of this §9 Section 5.06 constitute an integral part of the purchase of the Business and the Assets from the Seller by the Purchaser, and that without such provisions the Purchaser would be unwilling to proceed with the purchase of the Business and the Assets and the other transactions contemplated hereby. This Section 5.06 shall be determined enforceable irrespective of the terms of any other agreements that may be entered into among the Purchaser (or their successors or Affiliates) and the Seller. If any provision or portion of this Section 5.06 is found by a court of competent jurisdiction to be invalid or unenforceable, by reason of being vague or unreasonable as to area, duration or scope of activity, this §9 shall be considered divisible and shall become and be immediately amended to only any such area, duration and scope of activity as shall be determined to be reasonable and enforceable by the court or other body having jurisdiction over the matter; and the Employee agrees that this §9 as so amended shall be valid and binding as though any invalid or unenforceable provision had not been included herein.or portion thereof shall be deemed, without further action on the part of the parties hereto, modified, amended or limited to the extent necessary to render the same valid and enforceable. (d) Nothing in this Section 5.06 shall preclude or prohibit Gibraltar or any of its subsidiaries from acquiring the stock or assets of any Person which derives (both at the time of acquisition and at all times thereafter) less than (i) five (5%) of its revenues and (ii) less than $20 million per annum from the conduct of a Competitive Business; provided, however, that if such Person exceeds the limits set forth in items (i) or (ii) of this subsection at any time, then Gibraltar shall divest itself of such business and, in connection with such divestiture, shall first offer such business for sale to Purchaser at a price and on terms and conditions to be agreed. SECTION 5.07

Non-Competition. In consideration of the Employer’s obligations hereunder, during the term of the Employee’s employment hereunder and during the Designated Period (as defined herein), the Employee will not During (i) the Executive’s employment with the Corporation and (ii) the Post-Employment Non-Competition Period, the Executive (A) shall not engage, anywhere within North America, engagethe geographical areas in which the Corporation or any of its subsidiaries is then conducting its business operations, directly or indirectly, alone alone, in association with or as a shareholder shareholder, principal, agent, partner, officer, director, executive or consultant of any other organization, in any business which involves or relates to providing services to a Competitive Business (other than as a holder of stock defined below); (B) shall not solicit or encourage any officer, executive, employee, independent contractor, vendor or consultant of the Employer (Corporation or any of its affiliatessubsidiaries to leave the employ of, or otherwise cease or reduce his or its relationship with, the Corporation or any of its subsidiaries; provided that a general solicitation not targeted at any such officer, executive, employee, contractor, vendor or consultant shall not violate this Section 5(d); and (C) shall not solicit, divert or as a holder take away, or attempt to divert or to take away, the business or patronage of any of the customers, accounts or venders, of the Corporation or any of its subsidiaries which were served by any such entity within twenty-four (24) months of the time the Executive ceases to be employed by the Corporation. This Section 6(d) shall not prohibit the Executive from owning less than five percent (5%) % of the common stock of any publicly traded corporation)entity whose common stock is listed on a national exchange, partnerinterdealer quotation system, or over-the-counter bulletin board; provided that the Executive is not an officer, director, employee or consultant of any other business organization that (A) is engaged or becomes engaged in the business of providing publishing and printing services journals, catalogs, and books or (B) is engaged in any other business activity that the Employer is conducting at the time of the Employee’s termination or any activity related thereto of which the Employee had knowledge that the Employer proposes to conduct (the “Designated Industry”), (ii) divert to any competitor of the Employer any customer of the Employer, or (iii) solicit or encourage any officer, employee or consultant of the Employer to leave its employ for employment by or with any competitor of the Employer. The term “Designated Period” shall mean a period following the termination of the Employee’s employment hereunder equal to the longer of (a) twelve (12) months and (b) the Severance Periodsuch entity. If at the Executive violates any time of the provisions of this §9 Section 5(d), following his termination of employment, the computation of the time period provided herein shall be tolled from the first date of the breach until the earlier of (1) the date judicial relief is obtained by the Corporation, (2) the Corporation states in writing that it will seek no judicial relief for said violation, or (3) the Executive provides satisfactory evidence to the Corporation that such breach has been remedied. If, at any time, the provisions of this Section 5(d) shall be determined to be invalid or unenforceable, by reason of being vague or unreasonable as to area, duration or scope of activity, this §9 Section 5(d) shall be considered divisible and shall become and be immediately amended to only such area, duration and scope of activity as shall be determined to be reasonable and enforceable by the court or other body having jurisdiction over the matter; and the Employee Executive agrees that this §9 Section 5(d) as so amended shall be valid and binding as though any invalid or unenforceable provision had not been included herein.. For purposes of this Section 5, Executive and the Corporation agree that:

Non-Competition. In consideration of the Employer’s obligations hereunder, during the term of the Employee’s employment hereunder and during the Designated Period (as defined herein), the Employee will not During (i) the Consulting Period and (ii) the three-year period immediately following the expiration or earlier termination of the Consulting Period, the Consultant (A) shall not engage, anywhere within North America, engagethe geographical areas in which any Entity is then conducting its business operations, directly or indirectly, alone alone, in association with or as a shareholder (other than as a holder of stock of the Employer (or any of its affiliates) or as a holder of less than five percent (5%) of the common stock of any publicly traded corporation)shareholder, principal, agent, partner, officer, director, employee or consultant of any other organization, in any business organization that which competes with any business then being conducted (Aa "Competitive Business") is engaged or becomes engaged in the business of providing publishing and printing services journals, catalogs, and books or by such Entity; (B) is engaged in any other business activity that the Employer is conducting at the time of the Employee’s termination or any activity related thereto of which the Employee had knowledge that the Employer proposes to conduct (the “Designated Industry”), (ii) divert to any competitor of the Employer any customer of the Employer, or (iii) shall not solicit or encourage any officer, employee employee, independent contractor, vendor or consultant of any of the Employer Entities to leave the employ of, or otherwise cease its employ for employment by or with relationship with, any competitor of the Employer. The term “Designated Period” Entities; and (C) shall mean a period following not solicit, divert or take away, or attempt to divert or to take away, the termination business or patronage of any of the Employee’s employment hereunder equal customers or accounts, or prospective customers or accounts, of any Entity, which were contacted, solicited or served by any Entity during the time the Consultant was engaged by any Entity (including during the time of any prior engagement of the Consultant prior to the longer of (a) twelve (12) months and (b) the Severance Perioddate hereof). If at the consultant violates any time of the provisions of this §9 Section 6(d), following the expiration or earlier termination of the Consulting Period, the computation of the time period provided herein shall be tolled form the first date of the breach until the earlier of (i) the date judicial relief is obtained by the Company, (ii) the Company states in writing that it will seek no judicial relief for said violation or (iii) the Consultant provides satisfactory evidence to the Company that such breach has been remedied. If, at any time, the provisions of this Section 6(d) shall be determined to be invalid or unenforceable, by reason of being vague or unreasonable as to area, duration or scope of activity, this §9 Section 6(d) shall be considered divisible and shall become and be immediately amended to only such area, duration and scope of activity as shall be determined to be reasonable and enforceable by the court or other body having jurisdiction over the matter; and the Employee Consultant agrees that this §9 Section 6(d) as so amended shall be valid and binding as though any invalid or unenforceable provision had not been included herein. For purposes of this Section 6(d), Consultant and Company agree that businesses engaged in the pay telephone business, the inmate telephone business, and all businesses engaged in any business that any Entity is engaged in as of the date hereof shall be construed to be a Competitive Business.

Non-Competition. In consideration 10.1. So long as the Employee is employed as an Employee or as a Consultant by the Company, and for a period of one year following the Employer’s obligations hereunder, during the term termination of the Employee’s 's employment hereunder and with the Company for any reason, so long as during said one year period the Designated Period (as defined herein)Company pays to the Employee the payments to which the Employee is entitled, the Employee will Employee, during said one year period, shall not (i) anywhere within North America, engage, directly or indirectly, alone in any business activity or own, directly or indirectly, any interest in any business which competes with the business of the Company as conducted or as a shareholder (other than planned to be conducted by the Company during the Employee's employment at any place within the United States or the world where the Company then conducts business, whether for his own account or as a an employee, partner, officer or director of, or consultant or independent contractor to, or holder of stock of the Employer (or any of its affiliates) or as a holder of less more than five percent (5%) of the common stock of any publicly traded corporation)equity interest in, partner, officer, director, employee or consultant of any other business organization that (A) is engaged person, firm, partnership or becomes engaged in the business corporation. The foregoing non-competition covenant shall not apply to lines of providing publishing and printing business, products or services journals, catalogs, and books or (B) is engaged in any other business activity that the Employer is conducting at the time of the Employee’s termination or any activity related thereto of which Company unless the Employee has had knowledge that the Employer proposes to conduct (the “Designated Industry”)substantial involvement with or been responsible for such lines of business, (ii) divert to any competitor products or services of the Employer any customer of the Employer, or (iii) solicit or encourage any officer, employee or consultant of the Employer to leave its employ for employment by or with any competitor of the Employer. The term “Designated Period” shall mean a period following the termination of the Employee’s employment hereunder equal to the longer of (a) twelve (12) months and (b) the Severance PeriodCompany. If at any time the foregoing provisions of this §9 shall be determined deemed to be invalid or unenforceableunenforceable or are prohibited by the laws of the state or place where they are to be enforced, by reason of being vague or unreasonable as to area, duration or scope place of activityperformance, this §9 section shall be considered divisible and shall become and be immediately amended to include only such area, duration time and scope of activity such area as shall be determined to be reasonable and enforceable by the court or other body having jurisdiction over the matter; this Agreement. The Company and the Employee agrees expressly agree that this §9 section, as so amended amended, shall be valid and binding as though any invalid or unenforceable provision had not been included herein.

Non-Competition. In consideration of Provided that this Agreement has not been breached by the Employer’s obligations hereunder, during the term of the Employee’s employment hereunder and during the Designated Period (as defined herein)Corporation, the Employee will agrees that he shall not at any time prior to one (1) year after the earlier to occur of (i) anywhere within North America, engage, directly or indirectly, alone or as a shareholder (other than as a holder of stock the expiration of the Employer (or any of its affiliates) or as a holder of less than five percent (5%) of the common stock of any publicly traded corporation), partner, officer, director, employee or consultant of any other business organization that (A) is engaged or becomes engaged in the business of providing publishing Term hereunder and printing services journals, catalogs, and books or (B) is engaged in any other business activity that the Employer is conducting at the time of the Employee’s termination or any activity related thereto of which the Employee had knowledge that the Employer proposes to conduct (the “Designated Industry”), (ii) divert to any competitor of the Employer any customer of the Employer, or (iii) solicit or encourage any officer, employee or consultant of the Employer to leave its employ for employment by or with any competitor of the Employer. The term “Designated Period” shall mean a period following the termination of his employment with the Employee’s employment hereunder equal Corporation, own, manage, operate, be a director or an employee of, or a consultant to any business or corporation which is conducting any business within the longer of (a) twelve (12) months and (b) generic drug industry or which competes with or conducts the Severance Periodsame business as or similar to that conducted by the Corporation in the United States. If The Employee further agrees that, provided this Agreement has not been breached by the Corporation, he shall not, at any time prior to one (1) year after the earlier to occur of (i) the expiration of the Term hereunder and (ii) the termination of his employment with the Corporation, assist or allow any such business or corporation to hire anyone who was employed by the Corporation at such time or at any time during the preceding twelve months. If any of the provisions of this §9 shall be determined section, or any part thereof, is hereinafter construed to be invalid or unenforceable, the same shall not affect the remainder of such provision or provisions, which shall be given full effect, without regard to the invalid portions. If any of the provisions of this section, or any part thereof, is held to be unenforceable because of the duration of such provision, the area covered thereby or the type of conduct restricted therein, the parties agree that the court making such determination shall have the power to modify the duration, geographic area and/or other terms of such provision and, as so modified, said provision shall then be enforceable. In the event that the courts of any one or more jurisdictions shall hold such provisions wholly or partially unenforceable by reason of being vague the scope thereof or unreasonable otherwise, it is the intention of the parties hereto that such determination not bar or in any way affect the Corporation's right to the relief provided for herein in the courts of any other jurisdictions as to areabreaches or threatened breaches of such provisions in such other jurisdictions, duration or scope of activitythe above provisions as they relate to each jurisdiction being, for this §9 shall be considered divisible purpose, severable into diverse and shall become and be immediately amended to only such area, duration and scope of activity as shall be determined to be reasonable and enforceable by the court or other body having jurisdiction over the matter; and the Employee agrees that this §9 as so amended shall be valid and binding as though any invalid or unenforceable provision had not been included hereinindependent covenants.

Non-Competition. In consideration During the Term of the Employer’s obligations hereunder, during the term of the Employee’s employment hereunder and during the Designated Period (as defined herein), the Employee will not (i) anywhere within North America, engage, directly or indirectly, alone or as a shareholder (other than as a holder of stock of the Employer (or any of its affiliates) or as a holder of less than five percent (5%) of the common stock of any publicly traded corporation), partner, officer, director, employee or consultant of any other business organization that (A) is engaged or becomes engaged in the business of providing publishing and printing services journals, catalogsthis Agreement, and books or (B) is engaged in any other business activity that the Employer is conducting at the time of the Employee’s termination or any activity related thereto of which the Employee had knowledge that the Employer proposes to conduct (the “Designated Industry”), (ii) divert to any competitor of the Employer any customer of the Employer, or (iii) solicit or encourage any officer, employee or consultant of the Employer to leave its employ for employment by or with any competitor of the Employer. The term “Designated Period” shall mean a period following the termination of the Employee’s employment hereunder equal to the longer of (a) twelve (12) months thereafter (the “Non–Competition Period”), REFERRING AGENT shall not contact, initiate contact with, or attempt to do business with, either directly or indirectly, any Completed Client Introduction whether an individual or an entity, and (b) if an entity, any officer, director, manager, shareholder, member, consultant, employee, agent or other affiliate of such Completed Client Introduction, for the Severance Periodpurpose of introducing such Completed Client Introduction to any competing individual or entity with a similar business to GTN’s Business. If Additionally, at any time GTN is gathering information for a proposal to a Client Introduction (for the three month period set forth in Section 1 above) and/or Completed Client Introduction (for the Non– Competition Period) and/or providing pricing and terms to a Client Introduction (for the three month period set forth in Section 1 above) and/or Completed Client Introduction (for the Non–Competition Period), REFERRING AGENT shall not reveal any of the information for such proposal and/or such pricing and/or terms directly or indirectly to any competing individual or entity with a similar business to GTN’s Business. The Parties agree that any such action(s) by REFERRING AGENT shall cause GTN irreparable damage for which there is no adequate remedy at law. Accordingly, in such event, GTN shall be entitled to seek temporary and/or permanent injunctive relief against each such breach or violation from any court of competent jurisdiction immediately upon request, without the need to obtain a bond or other security. The right of GTN to seek injunctive relief shall not limit in any manner GTN’s right to seek other and/or additional remedies at law or in equity. If REFERRING AGENT violates any of the provisions of the previous paragraph of this §9 Section with respect to a Completed Client Introduction, REFERRING AGENT shall be determined pay to be invalid or unenforceable, GTN any and all compensation paid to REFERRING AGENT pursuant to this Agreement within thirty (30) days of any such finding by reason a court of being vague or unreasonable as to area, duration or scope of activity, this §9 shall be considered divisible and shall become and be immediately amended to only such area, duration and scope of activity as shall be determined to be reasonable and enforceable by the court or other body having jurisdiction over the matter; and the Employee agrees that this §9 as so amended shall be valid and binding as though any invalid or unenforceable provision had not been included hereinlaw.

Non-Competition. In consideration During the Employment Period and for the longer of (i) one year following the date of termination of employment hereunder or (ii) the period in which the Employee receives severance under the provisions of Section 7(c) or Section 7(d) (collectively, the “Covered Period”), the Employee agrees not to engage in any Competitive Activity anywhere in the United States or any foreign territory where the Company or any subsidiary of the Employer’s obligations hereunderCompany is then conducting business on behalf of any party other than the Company or any subsidiary of the Company. As used herein, the term “Competitive Activity” shall mean the following: (i) any line of business engaged in by the Company or any of its subsidiaries during the term one-year period prior to termination of the Employee’s employment hereunder which accounted for greater than 25% of the gross revenues of the Company and during the Designated Period its subsidiaries, on a consolidated basis (a “Competitive Business”); (ii) serving as defined hereinan officer, director, employee, consultant, advisor, agent or representative of any person, corporation, partnership, limited liability company, sole proprietorship, association or other business enterprise engaged in a Competitive Business (each a “Competitive Enterprise”), the Employee will not ; (iiii) anywhere within North America, engageowning or acquiring, directly or indirectly, alone any interest in any Competitive Enterprise; (iv) soliciting any employee of the Company or any of the Company’s subsidiaries to leave the employ of the Company or such subsidiary or hiring any of the foregoing persons; provided, however, by way of clarification, the Employee shall not be deemed in breach of this clause (iv) in the event he or his new employer launches a general job search (through advertisement, job posting, or recruiter) that does not exclusively target the Company’s employees; or (v) soliciting or inducing, explicitly or implicitly, any Client (as defined below) to withdraw, curtail or cancel its business relationships with the Company or any subsidiary thereof, provided, however, the Employee shall not be deemed in breach of this clause (v) as a shareholder (result of mass advertising or mass marketing campaigns aimed at prospects on customer lists obtained by the Employee or his new employer from sources other than as a holder the Company, and not in violation of stock this Agreement, and which do not expressly target the Company’s Clients in particular. The Company acknowledges and agrees that nothing contained in this Section 8 shall be interpreted to prohibit or preclude the Employee, (x) in connection with the fulfillment of his duties and responsibilities hereunder, from terminating the services of any employee, agent or other representative of the Employer Company (or any subsidiary thereof) at the Board of its affiliatesDirectors’ request or in the ordinary course of business, or (y) or as a holder of from owning less than five percent (5%) of the common capital stock or other equity interests of any publicly publicly-traded corporationcompany listed on a major securities exchange or securities market (e.g., NASDAQ), partner, officer, director, employee or consultant of any other business organization that (A) is engaged or becomes engaged in the business of providing publishing and printing services journals, catalogs, and books or (B) is engaged in any other business activity that the Employer is conducting at the time of the Employee’s termination or any activity related thereto of which the Employee had knowledge that the Employer proposes to conduct (the “Designated Industry”), (ii) divert to any competitor of the Employer any customer of the Employer, or (iii) solicit or encourage any officer, employee or consultant of the Employer to leave its employ for employment by or with any competitor of the Employer. The term “Designated Period” shall mean a period following the termination of the Employee’s employment hereunder equal to the longer of (a) twelve (12) months and (b) the Severance Period. If at any time the provisions of this §9 shall be determined to be invalid or unenforceable, by reason of being vague or unreasonable as to area, duration or scope of activity, this §9 shall be considered divisible and shall become and be immediately amended to only such area, duration and scope of activity as shall be determined to be reasonable and enforceable by the court or other body having jurisdiction over the matter; and the Employee agrees that this §9 as so amended shall be valid and binding as though any invalid or unenforceable provision had not been included herein.

Non-Competition. In consideration of the Employer’s obligations hereunder, during the term of the Employee’s employment hereunder and during the Designated Period (as defined herein), the Employee will not (i) anywhere within North America, engage, directly or indirectly, alone or as a shareholder (other than as a holder of stock of the Employer (or any of its affiliates) or as a holder of less than five percent (5%) of the common stock of any publicly traded corporation), partner, officer, director, employee or consultant of any other business organization that (A) is engaged or becomes engaged in the business of providing publishing and printing services journalsfor periodicals, catalogsmagazines, and books books, journals or catalogs or (B) is engaged in any other business activity that the Employer is conducting at the time of the Employee’s termination or any activity related thereto of which the Employee had knowledge that the Employer proposes to conduct (the “Designated Industry”), (ii) divert to any competitor of the Employer any customer of the Employer, or (iii) solicit or encourage any officer, employee or consultant of the Employer to leave its employ for employment by or with any competitor of the Employer. The term “Designated Period” shall mean a period following the termination of the Employee’s employment hereunder equal to the longer of (a) twelve (12) months and (b) the Severance Period. If at any time the provisions of this §9 shall be determined to be invalid or unenforceable, by reason of being vague or unreasonable as to area, duration or scope of activity, this §9 shall be considered divisible and shall become and be immediately amended to only such area, duration and scope of activity as shall be determined to be reasonable and enforceable by the court or other body having jurisdiction over the matter; and the Employee agrees that this §9 as so amended shall be valid and binding as though any invalid or unenforceable provision had not been included herein.

Non-Competition. In consideration of the Employer’s obligations hereunder, Employee covenants and agrees that during the term hereof and for a period of one (1) year following the termination of Employee’s 's employment hereunder and during the Designated Period for any reason or expiration of this Agreement (as defined herein), the Employee will not or two (2) years following (i) anywhere a non-renewal of the Agreement by the Company, and payment made to Employee, as required in Section 5(h) above, or (ii) any termination, if the Company elects to pay to Employee, in addition to all other amounts payable under this Agreement, an amount equal to the sum of (A) one additional Year's Base Salary at the rate then in effect and (B) the Target Bonus (calculated with reference to the date of termination of Employee's employment hereunder), such sum to be payable in bi-monthly installments during such second year), Employee shall not, on any vessel or within North Americaone hundred (100) miles of any non-vessel venue where, or from which, the Company is then conducting, or had in the then preceding two (2) years conducted, any part of its business, engage, directly or indirectly, alone whether as an individual, sole proprietor, or as a principal, agent, officer, director, employer, employee, consultant, independent contractor, partner or shareholder of any firm, corporation or other entity or group or otherwise, in any Competing Business; provided, however, that if the Company chooses not to renew this Agreement and does not pay Employee pursuant to Section 5(h) hereof, then Employee will not be bound by any non-compete as provided in this Section 6(b). For purposes of this Agreement, the term "Competing Business" shall mean any individual, sole proprietorship, partnership, firm, corporation or other entity or group which offers or sells or attempts to offer or sell (i) spa services, skin or hair care products or degree or non-degree educational programs in massage therapy, skin care or related courses or (ii) any other services then offered or sold by the Company. Notwithstanding the foregoing, Employee is not precluded from (i) maintaining a passive investment in publicly held entities provided that employee does not have more than as a holder of stock of the Employer (or any of its affiliates) or as a holder of less than five percent (5%) of the common stock of any publicly traded corporation), partner, officer, director, employee or consultant of any other business organization that (A) is engaged or becomes engaged in the business of providing publishing and printing services journals, catalogs, and books or (B) is engaged beneficial ownership in any other business activity that the Employer is conducting at the time of the Employee’s termination such entity; or any activity related thereto of which the Employee had knowledge that the Employer proposes to conduct (the “Designated Industry”), (ii) divert to serving as an officer or director of any competitor entity, the majority of the Employer any customer voting securities of the Employerwhich is owned, directly or (iii) solicit or encourage any officer, employee or consultant of the Employer to leave its employ for employment by or with any competitor of the Employer. The term “Designated Period” shall mean a period following the termination of the Employee’s employment hereunder equal to the longer of (a) twelve (12) months and (b) the Severance Period. If at any time the provisions of this §9 shall be determined to be invalid or unenforceableindirectly, by reason of being vague or unreasonable as to areathe Company (collectively, duration or scope of activity, this §9 shall be considered divisible and shall become and be immediately amended to only such area, duration and scope of activity as shall be determined to be reasonable and enforceable by the court or other body having jurisdiction over the matter; and the Employee agrees that this §9 as so amended shall be valid and binding as though any invalid or unenforceable provision had not been included hereina "Permitted Activity").

Non-Competition. In consideration of the Employer’s obligations hereunder, during During the term of the Employee’s 's employment hereunder and during for the Designated Period (as defined herein)below) after termination of the Employee's employment hereunder, the Employee will not (ia) anywhere within North Americain the world, engage, directly or indirectly, alone or as a shareholder (other than as a holder of stock of the Employer (or any of its affiliates) or as a holder of less than five two percent (52%) of the common stock of any publicly traded corporation), partner, officer, director, employee employee, consultant or consultant of advisor, or otherwise in any way participate in or become associated with, any other business organization that (A) is engaged or becomes engaged in any business that is the same or substantially identical business of providing publishing and printing services journalsany of the Companies, catalogsor is directly competitive with, and books or (B) is engaged in any other business activity that any of the Employer Companies is conducting at the time of the Employee’s 's termination or any activity related thereto of which has notified the Employee had knowledge that the Employer it proposes to conduct and for which any of the Companies have, prior to the time of such termination, expended substantial resources (the “"Designated Industry”"), (iib) divert to any competitor of any of the Employer Companies any customer of any of the EmployerCompanies, or (iiic) solicit or encourage any officer, employee or consultant of any of the Employer Companies to leave its employ for alternative employment, or hire or offer employment by or with to any competitor person to whom the Employee actually knows any of the EmployerCompanies has offered employment. For purposes hereof, the term "Designated Period" shall mean two (2) years. The term “Designated Period” shall mean a period following Employee acknowledges that the termination provisions of this Section 9 are essential to protect the business and goodwill of the Employee’s employment hereunder equal Companies. The Employee will continue to be bound by the longer provisions of (a) twelve (12) months this Section 9 until their expiration and (b) shall not be entitled to any compensation from the Severance PeriodEmployer with respect thereto except as provided above. If at any time the provisions of this §Section 9 shall be determined to be invalid or unenforceable, unenforceable by reason of being vague or unreasonable as to area, duration or scope of activity, this §Section 9 shall be considered divisible and shall become and be immediately amended to only such area, duration and scope of activity as shall be determined to be reasonable and enforceable by the court or other body having jurisdiction over the matter; and the Employee agrees that this §Section 9 as so amended shall be valid and binding as though any invalid or unenforceable provision had not been included herein. The Employee hereby acknowledges that he has agreed to be bound by the provisions of this Section 9 in consideration for the compensation, severance and other benefits to be provided by the Employer to the Employee pursuant to the terms of this Agreement.

Non-Competition. In consideration of the Employer’s obligations hereunder, during the term of the Employee’s employment hereunder and during the Designated Period (as defined herein)) thereafter, the Employee will not (i) anywhere within North America, engage, directly or indirectly, alone or as a shareholder (other than as a holder of stock of the Employer (or any of its affiliates) or as a holder of less than five percent (5%) of the common stock of any publicly traded corporation), partner, officer, director, employee or consultant of any other business organization that (A) is engaged or becomes engaged in the business of providing publishing and printing services journalsfor periodicals, catalogs, magazines and books journals or (B) is engaged in any other business activity that the Employer is conducting at the time of the Employee’s termination or any activity related thereto of which the Employee had knowledge that the Employer has notified the Employee that it proposes to conduct (the “Designated Industry”), (ii) divert to any competitor of the Employer any customer of the Employer, or (iii) solicit or encourage any officer, employee or consultant of the Employer to leave its employ for employment by or with any competitor of the Employer. The term “Designated Period” shall mean a period following the termination of the Employee’s employment hereunder equal to the longer of (ax) twelve (12) months and or (by) the Severance Periodperiod during which the Employer is paying to the Employee the severance payments described in §6(e). If at any time the provisions of this §9 shall be determined to be invalid or unenforceable, by reason of being vague or unreasonable as to area, duration or scope of activity, this §9 shall be considered divisible and shall become and be immediately amended to only such area, duration and scope of activity as shall be determined to be reasonable and enforceable by the court or other body having jurisdiction over the matter; and the Employee agrees that this §9 as so amended shall be valid and binding as though any invalid or unenforceable provision had not been included herein.

Non-Competition. In consideration of the Employer’s obligations this Agreement, and for other good and valuable consideration provided hereunder, the receipt and sufficiency of which are hereby acknowledged by Executive, Executive hereby agrees and covenants that, during Executive’s employment with the term Company and for a period of (12) twelve months thereafter, or if longer, a number of months thereafter equal to the number of months of Base Salary continuation received pursuant to Section 1(d)(i), Executive shall not, without the prior written consent of the Employee’s employment hereunder and during the Designated Period (as defined herein), the Employee will not (i) anywhere within North America, engageCompany, directly or indirectly, alone engage in or as become associated with a shareholder Competitive Activity. For purposes of this Section 2(b), (i) a “Competitive Activity” means any business or other than as a holder of stock endeavor involving products or services that are the same or similar to products or services (the “Company Products or Services”) that any business of the Employer Company is engaged in providing as of the date hereof or at any time during the Term, provided (A) such business or endeavor constituted at least 20% of the revenues of the Company during one of the two Company fiscal years immediately preceding the fiscal year in which Executive’s termination of employment with the Company occurs, and (B) such business or endeavor is in the United States, or in any of its affiliatesforeign jurisdiction in which the Company provides, or has provided during the Term, the relevant Company Products or Services, and (ii) Executive shall be considered to have become “associated with a Competitive Activity” if Executive becomes directly or indirectly involved as an owner, principal, employee, officer, director, independent contractor, representative, stockholder, financial backer, agent, partner, member, advisor, lender, consultant or in any other individual or representative capacity with any individual, partnership, corporation or other organization that is engaged in a holder of less than Competitive Activity. Notwithstanding anything else in this Section 2(b), (1) Executive may become employed by or provide services to a partnership, corporation or other organization that is engaged in a Competitive Activity so long as Executive has no direct or indirect responsibilities or involvement in the Competitive Activity, (2) Executive may own, for investment purposes only, up to five percent (5%) of the common outstanding capital stock of any publicly publicly-traded corporation), partner, officer, director, employee or consultant of any other business organization that (A) is engaged or becomes corporation engaged in a Competitive Activity if the stock of such corporation is either listed on a national stock exchange or on the NASDAQ National Market System and if Executive is not otherwise affiliated with such corporation, (3) if Executive’s employment hereunder is terminated by the Company for any reason other than Executive’s death, Disability or Cause, or is terminated by Executive for Good Reason, then the restrictions contained in this Section 2(b) shall lapse, other than with respect to the “personals” business (which includes, without limitation, the business of providing publishing and printing services journalsMatchCo), catalogswith respect to which the restrictions contained in this Section 2(b) shall apply, and books or (B4) is engaged Executive shall only be subject to the restrictions contained in any other business this Section 2(b) to the extent the activity that the Employer is conducting at the time of the Employee’s termination or any activity related thereto of which the Employee had knowledge that the Employer proposes to conduct (the “Designated Industry”), (iiwould otherwise be prohibited by this Section 2(b) divert to any competitor of the Employer any customer of the Employer, or (iii) solicit or encourage any officer, employee or consultant of the Employer to leave its employ for employment by or with any competitor of the Employer. The term “Designated Period” shall mean poses a period following the termination of the Employee’s employment hereunder equal reasonable competitive threat to the longer of (a) twelve (12) months and (b) the Severance Period. If at any time the provisions of this §9 Company, which determination shall be determined to be invalid or unenforceable, by reason of being vague or unreasonable as to area, duration or scope of activity, this §9 shall be considered divisible and shall become and be immediately amended to only such area, duration and scope of activity as shall be determined to be reasonable and enforceable made by the court or other body having jurisdiction over the matter; and the Employee agrees that this §9 as so amended shall be valid and binding as though any invalid or unenforceable provision had not been included hereinCompany in good faith.

Non-Competition. In consideration of the Employer’s obligations hereunder, during the term of the Employee’s employment hereunder and during the Designated Period (as defined herein), the Employee will not During (i) the Executive’s employment with the Corporation and (ii) the Post-Employment Non-Competition Period, the Executive (A) shall not engage, anywhere within North America, engagethe geographical areas in which the Corporation or any of its subsidiaries is then conducting its business operations, directly or indirectly, alone alone, in association with or as a shareholder (other than as a holder of stock of the Employer (or any of its affiliates) or as a holder of less than five percent (5%) of the common stock of any publicly traded corporation)shareholder, principal, agent, partner, officer, director, employee executive or consultant of any other organization, in any business organization that which involves or relates to providing services to a Competitive Business (A) is engaged or becomes engaged in the business of providing publishing and printing services journals, catalogs, and books or defined below); (B) is engaged in any other business activity that the Employer is conducting at the time of the Employee’s termination or any activity related thereto of which the Employee had knowledge that the Employer proposes to conduct (the “Designated Industry”), (ii) divert to any competitor of the Employer any customer of the Employer, or (iii) shall not solicit or encourage any officer, employee executive, independent contractor, vendor or consultant of the Employer Corporation or any of its subsidiaries to leave the employ of, or otherwise cease his relationship with, the Corporation or any of its employ for employment by subsidiaries; provided that a general solicitation not targeted at any such officer, executive, contractor, vendor or with consultant shall not violate this Section 6(d); and (C) shall not solicit, divert or take away, or attempt to divert or to take away, the business or patronage of any competitor of the Employer. The term “Designated Period” shall mean a period following the termination customers or accounts, of the Employee’s employment hereunder equal to the longer Corporation or any of its subsidiaries which were served by any such entity within twenty-four (a) twelve (1224) months and (bof the time the Executive ceases to be employed by the Corporation. This Section 6(d) shall not prohibit the Severance PeriodExecutive from owning less than 5% of the common stock of any entity whose common stock is listed on a national exchange, interdealer quotation system, or over-the-counter bulletin board; provided that the Executive is not an officer, director, employee, agent or consultant to such entity. If at the Executive violates any time of the provisions of this §9 Section 6(d), following his termination of employment, the computation of the time period provided herein shall be tolled from the first date of the breach until the earlier of (i) the date judicial relief is obtained by the Corporation, (ii) the Corporation states in writing that it will seek no judicial relief for said violation, or (iii) the Executive provides satisfactory evidence to the Corporation that such breach has been remedied. If, at any time, the provisions of this Section 6(d) shall be determined to be invalid or unenforceable, by reason of being vague or unreasonable as to area, duration or scope of activity, this §9 Section 6(d) shall be considered divisible and shall become and be immediately amended to only such area, duration and scope of activity as shall be determined to be reasonable and enforceable by the court or other body having jurisdiction over the matter; and the Employee Executive agrees that this §9 Section 6(d) as so amended shall be valid and binding as though any invalid or unenforceable provision had not been included herein.. For purposes of this Section 6, Executive and the Corporation agree that:

Non-Competition. In consideration of the Employer’s obligations hereunder, during the term of the Employee’s employment hereunder and during the Designated Period (as defined herein), the Employee will not During (i) the Executive's employment with the Company and (ii) the one-year period immediately following the expiration or earlier termination of the Employment Period provided that said one-year period shall be extended for an additional year in the event the Executive (as opposed to the Company) terminates his employment during the Employment Period, the Executive (A) shall not engage, anywhere within North America, engagethe geographical areas in which any Xxxxxx Entity is then conducting its business operations, directly or indirectly, alone alone, in association with or as a shareholder (other than as a holder of stock of the Employer (or any of its affiliates) or as a holder of less than five percent (5%) of the common stock of any publicly traded corporation)shareholder, principal, agent, partner, officer, director, employee Executive or consultant of any other business organization that (A) is engaged or becomes engaged organization, in the business of providing publishing and printing services journals, catalogs, and books or any Competitive Business; (B) is engaged in any other business activity that the Employer is conducting at the time of the Employee’s termination or any activity related thereto of which the Employee had knowledge that the Employer proposes to conduct (the “Designated Industry”), (ii) divert to any competitor of the Employer any customer of the Employer, or (iii) shall not solicit or encourage any officer, employee Executive, independent contractor, vendor or consultant of any of the Employer Xxxxxx Entities to leave its the employ for employment by of, or with otherwise cease his relationship with, any competitor of the Employer. The term “Designated Period” Xxxxxx Entities; and (C) shall mean a period following not solicit, divert or take away, or attempt to divert or to take away, the termination business or patronage of any of the Employee’s employment hereunder equal to customers or accounts, or prospective customers or accounts, of any Xxxxxx Entity, which were contacted, solicited or served by any Xxxxxx Entity during the longer of (a) twelve (12) months and (b) time the Severance PeriodExecutive was employed by any Xxxxxx Entity. If at the Executive violates any time of the provisions of this §9 Section 6(d), following his termination of employment, the computation of the time period provided herein shall be tolled from the first date of the breach until the earlier of (i) the date judicial relief is obtained by the Company, (ii) the Company states in writing that it will seek no judicial relief for said violation, or (iii) the Executive provides satisfactory evidence to the Company that such breach has been remedied. If, at any time, the provisions of this Section 6(d) shall be determined to be invalid or unenforceable, by reason of being vague or unreasonable as to area, duration or scope of activity, this §9 Section 6(d) shall be considered divisible and shall become and be immediately amended to only such area, duration and scope of activity as shall be determined to be reasonable and enforceable by the court or other body having jurisdiction over the matter; and the Employee Executive agrees that this §9 Section 6(d) as so amended shall be valid and binding as though any invalid or unenforceable provision had not been included herein. For purposes of this Section 6, Executive and the Company agree that Competitive Business shall mean (i) the inmate telephone business, (ii) the pay telephone business, (iii) the business of selling, leasing or otherwise providing law enforcement management systems, jail management systems, victim notification systems and/or other tracking or record systems to inmate, jail or correctional facilities, and/or (iv) any significant business that the Xxxxxx Entities are engaged in on the date of termination or expiration of the Employment Period.

Non-Competition. Employee acknowledges that Employer is not obligated to provide him or her with the benefits set forth in this Agreement, and that such benefits, particularly the provisions for severance pay, continuation of benefits, paid outplacement and modification of his or her incentive stock option agreements, constitute a bona fide advancement for Employee. Employee hereby waives any right to assert or claim otherwise. In consideration of return for the Employer’s obligations hereunderright to receive such benefits and this advancement, Employee hereby agrees that, during the term of this Agreement and for a period of one year following the termination of Employee’s 's employment hereunder and during with the Designated Period (as defined herein)Company, the without Employer's prior written consent, Employee will not (i) anywhere within North America, engageshall not, directly or indirectly, alone own, have any interest in, act as an officer, director, agent, employee or as consultant of, or assist in any way or in any capacity any person, firm, association, partnership, corporation or other entity which is a shareholder (other than as creator, manufacturer, distributor, seller or provider of non-meat or vegetarian food products or otherwise engaged in a holder of stock of business that is substantially similar to and/or competes with the business then engaged in by Employer (or a "Competitive Entity") in any geographical area where Employer engages in such business. The restrictions of its affiliates) or as this section prohibiting ownership in a holder Competitive Entity shall not apply to Employee's ownership of less than five percent (5%) of the common stock publicly-traded securities of any publicly traded corporation)Competitive Entity. While the Employee and Employer acknowledge that the restrictions contained in this section are reasonable, partnerin the unlikely event that any court should determine that any of the restrictive covenants contained in this section, officeror any part thereof, directoris unenforceable because of the duration of such provision, employee the area covered thereby or consultant of any other business organization that (A) is engaged basis, such court shall have the power to reduce the duration or becomes engaged area of such provision or otherwise amend it and, in the business of providing publishing its reduced form, such provision shall then be enforceable and printing services journals, catalogs, and books or (B) is engaged in any other business activity that the Employer is conducting at the time of the Employee’s termination or any activity related thereto of which the Employee had knowledge that the Employer proposes to conduct (the “Designated Industry”), (ii) divert to any competitor of the Employer any customer of the Employer, or (iii) solicit or encourage any officer, employee or consultant of the Employer to leave its employ for employment by or with any competitor of the Employer. The term “Designated Period” shall mean a period following the termination of the Employee’s employment hereunder equal to the longer of (a) twelve (12) months and (b) the Severance Period. If at any time the provisions of this §9 shall be determined to be invalid or unenforceable, by reason of being vague or unreasonable as to area, duration or scope of activity, this §9 shall be considered divisible and shall become and be immediately amended to only such area, duration and scope of activity as shall be determined to be reasonable and enforceable by the court or other body having jurisdiction over the matter; and the Employee agrees that this §9 as so amended shall be valid and binding as though any invalid or unenforceable provision had not been included hereinenforced.

Non-Competition. In consideration of The Executive hereby agrees with the Employer’s obligations hereunder, Corporation that during the term of the Employee’s his employment hereunder hereunder, and during the Designated Period (in certain instances, as defined herein)provided below, the Employee will not for a period following termination of his employment hereunder, (i) anywhere within North America, engagehe shall not, directly or indirectly, alone engage in, or be employed by, or act as a shareholder consultant to, or be a director, officer, owner or partner of, or acquire any interest in (other than as a holder an interest of 1% or less in the outstanding capital stock of the Employer (or any of its affiliates) or as a holder of less than five percent (5%) of the common stock of any publicly traded corporation), partner, officer, director, employee or consultant of any other business organization that (A) is engaged or becomes engaged in the business of providing publishing and printing services journals, catalogs, and books or (B) is engaged in any other business activity that or entity which competes with the Employer is conducting at the time of the Employee’s termination Corporation or any activity related thereto of which the Employee had knowledge that the Employer proposes to conduct (the “Designated Industry”)its subsidiaries, (ii) divert to he shall not solicit any competitor employee of the Employer Corporation or any customer of its subsidiaries to leave the employment thereof or in any way interfere with the relationship of such employee with the Corporation or its subsidiaries, unless he believes in good faith at such action during the term of his employment by the Corporation is in the best interests of the EmployerCorporation, or and (iii) solicit he shall not induce or encourage attempt to induce any officercustomer supplier, employee licensee or consultant other individual, corporation or other business organization having a business relation with the Corporation or its subsidiaries to cease doing business with the Corporation or its subsidiaries or in any way interfere with the relationship between any such customer, supplier, licensee or other person and the Corporation or its subsidiaries; provided, however, that as to the period after termination of the Employer to leave its employ Executive's employment hereunder, the restrictive covenants set forth in this paragraph (c) shall apply only for employment by that time period for which the Executive has received or with is receiving the severance benefits described in subparagraphs (ii) and (iii) of Paragraph 9(b) or subparagraphs (i) and (ii) of Paragraph 9(d) of this Agreement; but provided further that at any competitor of the Employer. The term “Designated Period” shall mean a period time following the termination of employment hereunder, the Employee’s employment hereunder equal Executive shall be released from said restrictive covenants if he waives further payment of benefits under said subparagraphs and repays to the longer Corporation that portion of any benefits already received under those subparagraphs which corresponds to any period of time which has not yet elapsed. (a) twelve (12) months and (b) the Severance Period. If at any time the provisions of this §9 shall be determined to be invalid or unenforceable, by reason of being vague or unreasonable as to area, duration or scope of activity, this §9 shall be considered divisible and shall become and be immediately amended to only such area, duration and scope of activity as shall be determined to be reasonable and enforceable by the court or other body having jurisdiction over the matter; and the Employee agrees that this §9 as so amended shall be valid and binding as though any invalid or unenforceable provision had not been included herein.d)

Non-Competition. In consideration of the EmployerCompany’s obligations promise to disclose, and disclosure of, its Confidential Information and other good and valuable consideration provided hereunder, during the term receipt and sufficiency of which are hereby acknowledged by Executive, Executive hereby agrees and covenants that until the Employee’s employment hereunder and during the Designated Period (as defined herein), the Employee will not longer of (i) anywhere within North Americathe last day of the Term and (ii) a period of 12 months beyond Executive’s date of termination of employment from the Company or any of its subsidiaries or affiliates for any reason, engageincluding the expiration of the Term (the “Restricted Period”), Executive shall not, directly or indirectly, alone engage in, assist or as become associated with a shareholder Competitive Activity. For purposes of this Section 2(b): (i) a “Competitive Activity” means, at the time of Executive’s termination, any business or other than as endeavor in any jurisdiction of a holder of stock of kind being conducted by the Employer (Company or any of its affiliates) subsidiaries or affiliates (or demonstrably anticipated by the Company or its subsidiaries or affiliates and, for avoidance of doubt, such affiliates to exclude Expedia, Inc. or any of its subsidiaries), in any jurisdiction as a holder of less than five percent (5%) of the common stock of Effective Date or at any publicly traded corporation)time thereafter; and (ii) Executive shall be considered to have become “associated with a Competitive Activity” if Executive becomes directly or indirectly involved as an owner, partnerprincipal, employee, officer, director, employee independent contractor, representative, stockholder, financial backer, agent, partner, advisor, lender, or consultant of in any other business individual or representative capacity with any individual, partnership, corporation or other organization that (A) is engaged or becomes engaged in the business of providing publishing and printing services journals, catalogs, and books or (B) is engaged in any other business activity that a Competitive Activity. Notwithstanding the Employer is conducting at foregoing, (i) Executive may make and retain investments during the time Restricted Period, for investment purposes only, in less than 5% of the Employee’s termination outstanding capital stock of any publicly-traded corporation engaged in a Competitive Activity if stock of such corporation is either listed on a national stock exchange or any activity related thereto of which on the Employee had knowledge that the Employer proposes to conduct (the “Designated Industry”), NASDAQ National Market System if Executive is not otherwise affiliated with such corporation; (ii) divert to any competitor Executive may serve as an employee or partner (or otherwise hold an ownership interest) in an investment firm that has an ownership interest in a partnership, corporation or other organization that is engaged in a Competitive Activity, provided that such ownership interest does not constitute greater than 20% of such investment firm’s total assets under management and Executive is not directly involved with the Employer any customer provision of the Employer, direction or management of such entity; and (iii) solicit Executive may serve as an employee of or encourage any officerpartner (or otherwise hold an ownership interest) in a consultancy or investment bank engaged in providing advisory services to entities engaged in Competitive Activities, employee or consultant provided that Executive is not directly involved in the provision of the Employer advisory services to leave its employ for employment by or with any competitor of the Employer. The term “Designated Period” shall mean a period following the termination of the Employee’s employment hereunder equal to the longer of (a) twelve (12) months and (b) the Severance Period. If at any time the provisions of this §9 shall be determined to be invalid or unenforceable, by reason of being vague or unreasonable as to area, duration or scope of activity, this §9 shall be considered divisible and shall become and be immediately amended to only such area, duration and scope of activity as shall be determined to be reasonable and enforceable by the court or other body having jurisdiction over the matter; and the Employee agrees that this §9 as so amended shall be valid and binding as though any invalid or unenforceable provision had not been included hereinentities.

Non-Competition. In The Employee and the Company agree that the Company's business depends, to a considerable extent, on the individual skills, efforts and judgment of the Employee. The Employee and the Company further agree that the Employee's position enables him to maintain and develop specialized knowledge and information of value to the Company. Accordingly, and in consideration of the Employer’s obligations hereundermutual promises contained herein, during and with the term exception of the Employee’s employment hereunder and during specific duties related to the Designated Period (as defined herein)operation of Cycle Craft, the Employee will agrees that he shall not (i) anywhere within North America, engage, or cause another to engage, within a geographic area and for a duration as set forth in this Section 3.1(a), either directly or indirectly, alone as principal, including, without limitation owner, shareholder, partner or member; agent; employer; employee; or consultant; in the Business (as hereinafter defined); provided, however, that the foregoing restriction shall not prevent the Employee from engaging in retail operations which are related to the Business such as the operation of a shareholder (other than as a holder of stock retail bicycle store. The duration of the Employer covenant shall commence on the Effective Date and extend for a period of one (1) year following the termination of the Term; provided, however, that the covenant not to compete shall terminate immediately if Company materially breaches this Agreement, terminates Employee’s employment without cause or does not renew this Agreement in accordance with Section 2.1 for any Renewal Term. This covenant shall be applied within a two hundred (200) mile radius of its affiliates) any office or facility operated or owned by the Company and shall be applied to any Client (as a holder of less than five percent (5%hereinafter defined) of the common stock of any publicly traded corporation), partner, officer, director, employee or consultant of any other business organization that Company serviced by the Company during the six (A6) is engaged or becomes engaged in the business of providing publishing and printing services journals, catalogs, and books or (B) is engaged in any other business activity that the Employer is conducting at the time of the Employee’s termination or any activity related thereto of which the Employee had knowledge that the Employer proposes month period prior to conduct (the “Designated Industry”), (ii) divert to any competitor of the Employer any customer of the Employer, or (iii) solicit or encourage any officer, employee or consultant of the Employer to leave its employ for employment by or with any competitor of the Employer. The term “Designated Period” shall mean a period following the termination of the Employee’s employment hereunder equal to with the longer of (a) twelve (12) months and (b) the Severance PeriodCompany. If at any time the provisions of this §9 shall be determined to be invalid or unenforceable, by reason of being vague or unreasonable as to area, duration or scope of activity, this §9 shall be considered divisible and shall become and be immediately amended to only such area, duration and scope of activity as shall be determined to be reasonable and enforceable by the court or other body having jurisdiction over the matter; The Employee and the Employee agrees Company agree that the geographic scope and the duration of time pursuant to this §9 as so amended shall be valid and binding as though any invalid or unenforceable provision had not been included hereincovenant are reasonable.

Non-Competition. In consideration of the Employer’s obligations hereunder, during During the term of the Employee’s 's employment --------------- hereunder and during for a period of one (1) year thereafter or for a period of one year after any termination of the Designated Period (as defined herein)Employee's employment hereunder, the Employee will not (ia) anywhere within North America, engage, directly or indirectly, alone or as a shareholder (other than as a holder of stock of the Employer (or any of its affiliates) or as a holder of less than five percent (5%) of the common stock of any publicly traded corporation), partner, officer, member, director, employee employee, consultant or consultant otherwise of any other business or organization that (A) is engaged or becomes engaged in the business development and/or sale of providing publishing and printing software and/or the provision of services journalswhich (in the specific markets penetrated by the Employer or as to which, catalogsat or prior to the time of expiration of the initial or any extended term of this Agreement or at or prior to termination of the Employee's employment, and books it has taken significant steps to penetrate) (i) directly compete with the software sold by the Employer and/or with the services provided by the Employer or (Bii) is engaged in compete with any other business activity that the Employer is conducting at the time of the Employee’s termination or any activity related thereto of which the Employee had knowledge that the Employer proposes to conduct (the “Designated Industry”), (ii) divert to any competitor of the Employer (collectively referred to as "Competitive Business"); provided, however, that the Employee shall not be prevented from being employed by or consulting with any customer division, subsidiary or affiliate of any company engaged in a Competitive Business so long as the Employerdivision, subsidiary or affiliate of such company does not directly or indirectly engage in any Competitive Business or (iiib) solicit or encourage any officer, employee or consultant of the Employer to leave its employ for alternative employment. If during the said one-year period the Employee is employed or retained by another company, he shall, at least twenty one (21) days prior to commencement of employment by or with any competitor other duties for such company notify the Employer as to the name, address and telephone number of such company and the Employername of his new supervisor. The term “Designated Period” Employer shall mean a period following have the termination option to take reasonable steps to verify that such employment shall not violate the provisions of this Section 9. The Employee will continue to be bound by the Employee’s employment hereunder equal provisions of this ss.9 until their expiration, and shall not be entitled to any compensation from the Employer with respect thereto except as may be provided in ss.6(d) hereof; provided, however, that this ss.9 shall not apply if the Employer shall default in the payment of any amount due to the longer of Employee pursuant to ss.6(d) hereof and shall have failed to cure such default within twenty (a20) twelve (12) months and (b) days after written notice from the Severance PeriodEmployee specifying such default. If at any time the provisions of this §9 ss.9 shall be determined to be invalid or unenforceable, by reason of being vague or unreasonable as to area, duration or scope of activity, this §9 ss.9 shall be considered divisible and shall become and be immediately amended to only such area, duration and scope of activity as shall be determined to be reasonable and enforceable by the court or other body having jurisdiction over the matter; and the Employee agrees that this §9 ss.9 as so amended shall be valid and binding as though any invalid or unenforceable provision had not been included herein.

Non-Competition. In consideration of the Employer’s obligations hereunder, during During the term of the Employee’s 's employment hereunder and during the Designated Period (as defined herein), the Employee will not (i) anywhere within North America, engage, directly or indirectly, alone or as a shareholder (other than as a holder of stock of the Employer (or any of its affiliates) or as a holder of less than five percent (5%) of the common stock of any publicly traded corporation), partner, officer, director, employee or consultant of any other business organization that (A) is engaged or becomes engaged in the business of providing publishing and printing services journals, for catalogs, and periodicals, journals and/or books or (B) is engaged in any other business activity that the Employer Sheridan (including for purposes of this §9, its subsidiaries) is conducting at the time of the Employee’s 's termination or any activity related thereto of which the Employee had knowledge that the Employer Sheridan proposes to conduct (the “"Designated Industry”"), (ii) divert to any competitor of the Employer Sheridan any customer of the EmployerSheridan, or (iii) solicit or encourage any officer, employee or consultant of the Employer Sheridan to leave its employ for employment by or with any competitor of the EmployerSheridan. The term “"Designated Period” " shall mean a period following the termination of the Employee’s 's employment hereunder equal to ending on the longer latest of (a) the date twelve (12) months and after the termination of the Employee's employment hereunder, (b) May 25, 2009 and (c) the last day of the Severance PeriodPeriod during which the Employee is receiving payments pursuant to §6(e). If at any time the provisions of this §9 shall be determined to be invalid or unenforceable, by reason of being vague or unreasonable as to area, duration or scope of activity, this §9 shall be considered divisible and shall become and be immediately amended to only such area, duration and scope of activity as shall be determined to be reasonable and enforceable by the court or other body having jurisdiction over the matter; and the Employee agrees that this §9 as so amended shall be valid and binding as though any invalid or unenforceable provision had not been included herein.

Non-Competition. In return for the consideration stated in this Agreement, including the promise of the Employer’s obligations hereunderCOMSYS to provide Employee with confidential information, Employee agrees that, during the term of the Employee’s employment hereunder and during for two (2) years after the Designated Period (as defined herein)termination of employment, Employee shall not directly or indirectly possess an ownership interest in, manage, control, participate in, consult with, or render services for any other person, firm, association or corporation, engaged in the business of the Company without the prior written consent of the Company, in the United States or any other geographic area where the Company are conducting business, because such activity would unavoidably and unfairly compromise the Company legitimate protectible business interests in their confidential information, clients, employees, suppliers, and business relationships. Employee will not (i) anywhere within North Americaagrees that Employee shall not, engage, either directly or indirectly, alone or during Employee’s employment and for two (2) years after termination of employment, in any capacity whatsoever (either as a shareholder (other than as a holder of stock of the Employer (or any of its affiliates) or as a holder of less than five percent (5%) of the common stock of any publicly traded corporation), partneran employee, officer, director, employee stockholder, proprietor, partner joint venturer, consultant or consultant otherwise) (a) solicit, contact call upon communicate with, or attempt to communicate with any of any other business organization that (A) is engaged the Company clients or becomes engaged in potential clients for the business purpose of providing publishing and printing services journals, catalogs, and books or (B) is engaged in any other business activity that the Employer is conducting at the time of the Employee’s termination or any activity related thereto of which the Employee had knowledge that the Employer proposes to conduct (the “Designated Industry”), (ii) divert to any competitor of the Employer any customer of the Employersuch client, or (iiib) solicit sell any services to any client or encourage any officer, employee or consultant potential client of the Employer to leave its employ Company. Employee agrees that Employee shall not directly or indirectly during Employee’ employment and for employment by two (2) years after termination of employment, through any other entity, either alone or in conjunction with any competitor other person or entity employ, solicit, induce, or recruit, any person employed by the Company at any time within the one (1) year period immediately preceding such employment, solicitation, inducement or recruitment. For the purposes of the Employer. The term this Agreement, “Designated Periodpotential client” shall mean be defined as those entities whom the Company have prepared a period following proposal for the provision of services and such proposal or quotation is pending within sixty (60) days prior to the termination of the Employee’s employment hereunder equal to relationship, and “client” shall be defined as those entities with whom the longer of (a) Company have conducted any business during the twelve (12) months and (b) month period prior to termination of the Severance Periodemployment relationship. If For the purposes of this Agreement, “services” shall mean activities performed by the Company at any time within the provisions one (1) year period preceding termination of Employee’s employment. Employee agrees that it is his intention that any restriction contained in this §9 shall be section that is determined to be invalid or unenforceable, unenforceable be modified by reason of being vague or unreasonable as to area, duration or scope of activity, this §9 shall be considered divisible and shall become and be immediately amended to only such area, duration and scope of activity as shall be determined any court having jurisdiction to be reasonable and enforceable by the court or other body having jurisdiction over the matter; and the Employee agrees that this §9 enforceable, and, as so amended shall modified, to be valid and binding as though any invalid or unenforceable provision had not been included hereinfully enforced.

Non-Competition. In return for the consideration stated in this Agreement, including the promise of the Employer’s obligations hereunderCOMSYS to provide Employee with confidential information, Employee agrees that, during the term of the Employee’s employment hereunder and during for two (2) years after the Designated Period (as defined herein)termination of employment, Employee shall not directly or indirectly possess an ownership interest in, manage, control, participate in, consult with, or render services for any other person, firm, association or corporation, engaged in the business of the Company without the prior written consent of the Company, in the United States or any other geographic area where the Company is conducting business, because such activity would unavoidably and unfairly compromise the Company’s legitimate protectible business interests in their confidential information, clients, employees, suppliers, and business relationships. Employee will not (i) anywhere within North Americaagrees that Employee shall not, engage, either directly or indirectly, alone or during Employee’s employment and for two (2) years after termination of employment, in any capacity whatsoever (either as a shareholder (other than as a holder of stock of the Employer (or any of its affiliates) or as a holder of less than five percent (5%) of the common stock of any publicly traded corporation), partneran employee, officer, director, employee stockholder, proprietor, partner joint venturer, consultant or consultant otherwise) (a) solicit, contact, call upon, communicate with, or attempt to communicate with any of any other business organization that (A) is engaged the Company’s clients or becomes engaged in potential clients for the business purpose of providing publishing and printing services journals, catalogs, and books or (B) is engaged in any other business activity that the Employer is conducting at the time of the Employee’s termination or any activity related thereto of which the Employee had knowledge that the Employer proposes to conduct (the “Designated Industry”), (ii) divert to any competitor of the Employer any customer of the Employersuch client, or (iiib) solicit sell any services to any client or encourage any officer, employee or consultant potential client of the Employer to leave its employ Company. Employee agrees that Employee shall not directly or indirectly during Employee’s employment and for employment by two (2) years after termination of employment, through any other entity, either alone or in conjunction with any competitor other person or entity employ, solicit, induce, or recruit, any person employed by the Company at any time within the one (1) year period immediately preceding such employment, solicitation, inducement or recruitment. For the purposes of this Agreement, “potential client” shall be defined as any entity or third party for which the EmployerCompany has prepared a sales proposal and such proposal or quotation is pending within sixty (60) days prior to the termination of Employee’s employment with the Company, and “client” shall be defined as those entities with whom the Company has conducted any business during the twelve month period preceding termination of Employee’s employment with the Company. The term For the purposes of this Agreement, “Designated Periodservices” shall mean a activities performed by the Company at any time within the one (1) year period following the preceding termination of the Employee’s employment hereunder equal to with the longer of (a) twelve (12) months and (b) the Severance PeriodCompany. If at Employee agrees that it is his intention that any time the provisions of restriction contained in this §9 shall be section that is determined to be invalid or unenforceable, unenforceable be modified by reason of being vague or unreasonable as to area, duration or scope of activity, this §9 shall be considered divisible and shall become and be immediately amended to only such area, duration and scope of activity as shall be determined any court having jurisdiction to be reasonable and enforceable by enforceable, and, as modified, to be fully enforced. Nothing in this section 7 shall in any way limit the court or other body having jurisdiction over restrictions and obligations contained in the matter; and the Employee agrees that remainder of this §9 as so amended shall be valid and binding as though any invalid or unenforceable provision had not been included hereinAgreement.

Non-Competition. In consideration of the Employer’s obligations hereunder, The Executive agrees that during the term Term of Employment, and for the Employee’s employment hereunder unexpired Term of Employment otherwise remaining but for termination thereof in accordance with Section 5, and during any Term of Consultancy (the Designated Period (as defined herein), the Employee will "Non-competition Period") he shall not (i) anywhere within North America, engagein any manner, directly or indirectly, through any person, firm or corporation, alone or as a shareholder (member of a partnership or as an officer, director, stockholder, investor or employee of or consultant to any other than as a holder of stock of corporation or enterprise, engage or be engaged in any business being conducted by the Employer (Company or any of its affiliates) or subsidiaries as a holder of less than five percent (5%) of the common stock termination of any publicly traded corporation), partner, officer, director, employee or consultant the Term of any other business organization that (A) is engaged or becomes engaged in the business of providing publishing and printing services journals, catalogs, and books or (B) is engaged Employment in any other business activity that geographic area in which the Employer is conducting at the time of the Employee’s termination Company or any activity related thereto of which the Employee had knowledge that the Employer proposes to conduct its subsidiaries is then conducting such business. Within seven (the “Designated Industry”), (ii7) divert to any competitor of the Employer any customer of the Employer, or (iii) solicit or encourage any officer, employee or consultant of the Employer to leave its employ for employment by or with any competitor of the Employer. The term “Designated Period” shall mean a period days following the termination of the Employee’s employment hereunder equal Term of Employment the Company shall deliver to the longer Executive a written description of (a) twelve (12) months the businesses being conducted by the Company and (b) its subsidiaries as of the Severance Perioddate of such termination and the respective geographic areas in which such businesses are then being conducted. If the Company shall fail to deliver such written description within such seven (7) day period, the Executive may deliver to the Company a written demand therefor and the Company shall have seven (7) days following the delivery of such written demand to deliver such written description to the Executive, and the Executive shall have no liability for any breach of the covenant contained in this Section 7.2 or Section 7.3 which may occur during the period commencing on the termination of the Term of Employment and ending on the date of the delivery of such written description to the Executive, and, if the Company shall fail to deliver such written description to the Executive by the end of the second seven-day period specified above, the Executive shall thereupon be discharged from any obligations or covenants under this Section 7.2 or Section 7.3 (and released from any liability for any alleged breach thereof). Notwithstanding the foregoing, subsequent to the termination of the Term of Employment the Executive may engage or be engaged, or assist any other person, firm, corporation or enterprise in engaging or being engaged, in any business activity which is competitive with a business activity being conducted by the Company or any of its subsidiaries as of the termination of the Term of Employment if, at any time least sixty (60) days prior to the provisions commencement of this §9 shall be determined to be invalid or unenforceable, by reason of being vague or unreasonable as to area, duration or scope of such competitive activity, the Executive delivers to the Company a written release, in form and substance satisfactory to the Company, releasing the Company from all further obligations to the Executive pursuant to this §9 Agreement, pursuant to any other agreement or arrangement with the Company or any subsidiary of the Company or otherwise, other than the right of the Executive to receive benefits or payments under any retirement plan of the Company and/or its subsidiaries, and/or as provided in Section 13; provided that nothing contained in this Section 7.2 shall be considered divisible and shall become and be immediately amended to only such area, duration and scope release or otherwise affect the obligations of activity as shall be determined to be reasonable and enforceable by the court or other body having jurisdiction over the matter; and the Employee agrees that this §9 as so amended shall be valid and binding as though any invalid or unenforceable provision had not been included hereinExecutive contained in Section 8.

Non-Competition. In consideration of the Employer’s obligations hereunder, during the term of the Employee’s employment hereunder and during the Designated Period (as defined herein), the Employee will not (i) anywhere within North AmericaDuring the Non-Compete Period, engagethe Executive shall not, directly or indirectly, alone (A) solicit or as a shareholder (other than as a holder of stock encourage any client or customer of the Employer (or any of its affiliates) direct or as a holder of less than five percent (5%) of the common stock of any publicly traded corporation), partner, officer, director, employee or consultant of any other business organization that (A) is engaged or becomes engaged in the business of providing publishing and printing services journals, catalogs, and books or (B) is engaged in any other business activity that the Employer is conducting at the time of the Employee’s termination or any activity related thereto of which the Employee had knowledge that the Employer proposes to conduct (the “Designated Industry”), (ii) divert to any competitor of the Employer any customer indirect subsidiary of the Employer, or (iii) solicit any person or encourage entity who was such a client or customer within 180 days prior to Executive’s action to terminate, reduce or alter in a manner adverse to the Employer or any officerdirect or indirect subsidiary of the Employer, employee any existing business arrangements with the Employer or consultant any direct or indirect subsidiary of the Employer or to transfer existing business from the Employer or any direct or indirect subsidiary of the Employer to leave its employ for employment by any other person or with entity, (B) provide services in any competitor capacity to any entity in any geographic area in which the Employer or any direct or indirect subsidiary of the Employer conducts that business, or is actively planning to conduct that business, as of the date of such termination (the “Non-Competition Area”) if (i) the entity competes with the Employer or any direct or indirect subsidiary of the Employer by engaging in the Business, or (ii) the services to be provided by the Executive are competitive with the Business and substantially similar to those previously provided by the Executive to the Employer; or (C) own an interest in any entity described in Section 7(d)(i)(B)(i) immediately above. The term “Designated Executive agrees that, before providing services, whether as an employee or consultant, to any entity during the Non-Compete Period” , the Executive will provide a copy of this Section 7 of this Agreement to such entity, and such entity shall mean acknowledge to the Employer in writing that it has read this Agreement. The Executive acknowledges that this covenant has a period following unique, very substantial and immeasurable value to the termination Employer, that the Executive has sufficient assets and skills to provide a livelihood for the Executive while such covenant remains in force and that, as a result of the Employee’s employment hereunder equal to foregoing, in the longer event that the Executive breaches such covenant, monetary damages would be an insufficient remedy for the Employer and equitable enforcement of (a) twelve (12) months and (b) the Severance Period. If at any time the provisions of this §9 shall covenant would be determined to be invalid or unenforceable, by reason of being vague or unreasonable as to area, duration or scope of activity, this §9 shall be considered divisible and shall become and be immediately amended to only such area, duration and scope of activity as shall be determined to be reasonable and enforceable by the court or other body having jurisdiction over the matter; and the Employee agrees that this §9 as so amended shall be valid and binding as though any invalid or unenforceable provision had not been included hereinproper.

Non-Competition. (a) In consideration the event of termination of the Employer’s obligations hereunderExecutive's employment by the Company without Cause or by the Executive for Good Reason and for a period equal to the number of months of Base Salary paid pursuant to Section 4(d)(ii) or Section 4(d)(v) herein (whether or not a lump sum is elected), whichever is applicable, (the "Restricted Period"), the Executive shall not (i) directly or indirectly, for his own account or for the account of others, as an officer, director, stockholder, owner, partner, employee, promoter, consultant, manager or otherwise participate in the promotion, financing, ownership, operation, or management of, or assist in or carry on through a proprietorship, corporation, partnership or other form of business entity or otherwise the, location development, mining and processing of coal (the "Business"), within the United States or any other country in which the Company is conducting or is actively planning to conduct Business as of the date of such termination, or (ii) solicit or contact in an effort to do business with any person who was a customer of the Company during the term of this Agreement, or any affiliate of any such person, if such solicitation or contact is in competition with the Employee’s employment hereunder and during Company. Provided, however, that the Designated Period (Executive may, after the Termination Date, elect not to be subject to the restrictions of the previous sentence by delivering written notice to the Company, delivered as defined herein)provided in Section 10, irrevocably waiving his right to any future payment of amounts otherwise owing to him under Sections 4(d)(ii) or Section 4(d)(v) whichever is applicable. Any violation of the Employee will not (iprovisions of the first sentence hereof shall cause the Executive to forfeit all right to further compensation under Section 4(d)(ii) anywhere within North America, engage, directly or indirectly, alone 4(d)(v) above as applicable. Nothing in this Section 6 shall prohibit the Executive from acquiring or as a shareholder (other than as a holder holding any issue of stock or securities of any person that has any securities registered under Section 12 of the Employer Securities Exchange Act of 1934 as amended, listed on a national securities exchange or quoted on the automated quotation system of the National Association of Securities Dealers, Inc. so long as (x) the Executive is not deemed to be an "affiliate" of such person as such term is used in paragraphs (c) and (d) of Rule 145 under the Securities Act of 1933, as amended, and (y) the Executive, members of his immediate family or any of its affiliates) persons under his control do not own or as a holder of less hold more than five percent (5%) of the common stock any voting securities of any publicly traded corporation), partner, officer, director, employee or consultant such person. The provisions of any other business organization that clause (Ai) is engaged or becomes engaged in the business of providing publishing and printing services journals, catalogs, and books or (Bthis Section 6(a) is engaged in any other business activity that the Employer is conducting at the time of the Employee’s termination or any activity related thereto of which the Employee had knowledge that the Employer proposes to conduct (the “Designated Industry”), (ii) divert shall not be effective as to any competitor termination that occurs as a result of the Employer any customer and within one hundred eighty (180) days of the Employer, or (iii) solicit or encourage any officer, employee or consultant of the Employer to leave its employ for employment by or with any competitor of the Employer. The term “Designated Period” shall mean a period following the termination of the Employee’s employment hereunder equal to the longer of (a) twelve (12) months and (b) the Severance Period. If at any time the provisions of this §9 shall be determined to be invalid or unenforceable, by reason of being vague or unreasonable as to area, duration or scope of activity, this §9 shall be considered divisible and shall become and be immediately amended to only such area, duration and scope of activity as shall be determined to be reasonable and enforceable by the court or other body having jurisdiction over the matter; and the Employee agrees that this §9 as so amended shall be valid and binding as though any invalid or unenforceable provision had not been included hereinChange in Control.

Non-Competition. In consideration of the Employer’s obligations hereunder, during the term of the Employee’s employment hereunder and during the Designated Period (as defined herein)As a condition to receiving any benefits pursuant to this Agreement, the Employee will agrees that during his period of employment and through the first anniversary of his Date of Termination, the Employee shall not (i) anywhere within North Americaengage in or become associated with any Competitive Activity. For purposes of this Section 10, engage, a "Competitive Activity" shall mean any business or other endeavor that engages in any country in which the Company or its Affiliates have business operations in a business that directly or indirectly, alone indirectly competes with all or as a shareholder (other than as a holder any substantial part of stock any of the Employer (business in which the Company or any of its affiliates) or as a holder of less than five percent (5%) of the common stock of any publicly traded corporation), partner, officer, director, employee or consultant of any other business organization that (A) Affiliates is engaged or becomes engaged in the business of providing publishing and printing services journals, catalogs, and books or (B) is engaged in any other business activity that the Employer is conducting at the time of the Employee’s termination 's Date of Termination. The Employee shall be considered to have become "engaged" or "associated" with a Competitive Activity if he becomes involved as an owner, employee, officer, director, independent contractor, agent, partner, advisor, lender, or in any activity related thereto of which other capacity calling for the Employee had knowledge that the Employer proposes to conduct (the “Designated Industry”), (ii) divert to any competitor rendition of the Employer any customer of the EmployerEmployee's personal services, or (iii) solicit or encourage any officer, employee or consultant of the Employer to leave its employ for employment by either alone or with any competitor of the Employer. The term “Designated Period” shall mean individual, partnership, corporation or other organization that is engaged in a period following the termination of the Employee’s employment hereunder equal Competitive Activity and his involvement relates in any respect to the longer Competitive Activity of (a) twelve (12) months and (b) such entity; provided, however, that the Severance PeriodEmployee shall not be prohibited from owning less than two percent of any publicly traded corporation, whether or not such corporation is in competition with the Company. If If, at any time time, the provisions of this §9 Section 10 shall be determined to be invalid or unenforceable, by reason of being vague or unreasonable as to area, duration or scope of activity, this §9 Section _ shall be considered divisible and shall become and be immediately amended to only such area, duration and scope of activity as shall be determined to be reasonable and enforceable by the court or other body having jurisdiction over the matter; and the Employee agrees that this §9 Section 10 as so amended shall be valid and binding as though any invalid or unenforceable provision had not been included herein.

Non-Competition. In consideration of the Employer’s obligations hereunder, during the term of the Employee’s employment hereunder and during the Designated Period (as defined herein), the Employee will not During (i) the Executive’s employment with the Corporation and (ii) the Post-Employment Non-Competition Period, the Executive (A) shall not engage, anywhere within North America, engagethe geographical areas in which the Corporation or any of its subsidiaries is then conducting its business operations, directly or indirectly, alone alone, in association with or as a shareholder (other than as a holder of stock of the Employer (or any of its affiliates) or as a holder of less than five percent (5%) of the common stock of any publicly traded corporation)shareholder, principal, agent, partner, officer, director, employee executive or consultant of any other organization, in any business organization that which involves or relates to providing services to a Competitive Business (A) is engaged or becomes engaged in the business of providing publishing and printing services journals, catalogs, and books or defined below); (B) is engaged in any other business activity that the Employer is conducting at the time of the Employee’s termination or any activity related thereto of which the Employee had knowledge that the Employer proposes to conduct (the “Designated Industry”), (ii) divert to any competitor of the Employer any customer of the Employer, or (iii) shall not solicit or encourage any officer, employee executive, independent contractor, vendor or consultant of the Employer Corporation or any of its subsidiaries to leave the employ of, or otherwise cease his relationship with, the Corporation or any of its employ for employment by subsidiaries; and (C) shall not solicit, divert or with take away, or attempt to divert or to take away, the business or patronage of any competitor of the Employer. The term “Designated Period” shall mean a period following the termination customers or accounts, of the Employee’s employment hereunder equal to Corporation or any of its subsidiaries, which were served by any such entity during the longer of (a) twelve (12) months and (b) time the Severance PeriodExecutive was employed by the Corporation. If at the Executive violates any time of the provisions of this §9 Section 6(d), following his termination of employment, the computation of the time period provided herein shall be tolled from the first date of the breach until the earlier of (i) the date judicial relief is obtained by the Corporation, (ii) the Corporation states in writing that it will seek no judicial relief for said violation, or (iii) the Executive provides satisfactory evidence to the Corporation that such breach has been remedied. If, at any time, the provisions of this Section 6(d) shall be determined to be invalid or unenforceable, by reason of being vague or unreasonable as to area, duration or scope of activity, this §9 Section 6(d) shall be considered divisible and shall become and be immediately amended to only such area, duration and scope of activity as shall be determined to be reasonable and enforceable by the court or other body having jurisdiction over the matter; and the Employee Executive agrees that this §9 Section 6(d) as so amended shall be valid and binding as though any invalid or unenforceable provision had not been included herein.. For purposes of this Section 6, Executive and the Corporation agree that:

Non-Competition. In consideration of the Employer’s obligations hereunder, during During the term of the Employee’s employment hereunder and during for the Designated Period (as defined herein)below) after termination of the Employee’s employment hereunder, the Employee will not (ia) anywhere within North Americaany county in which any Company conducts business, engage, directly or indirectly, alone or as a shareholder (other than as a holder of stock of the Employer (or any of its affiliates) or as a holder of less than five one percent (51%) of the common stock of any publicly traded corporation), partner, officer, director, employee employee, consultant or consultant of advisor, or otherwise in any way participate in or become associated with, any other business organization that (A) is engaged or becomes engaged in any business that provides the business same or any substantially similar services or products offered or planned to be offered by any of providing publishing and printing services journals, catalogs, and books the Companies during the term of the Employee’s employment or (B) is engaged in any other business activity that the Employer is conducting at the time of the Employee’s termination or that any activity related thereto of which Company has notified the Employee had knowledge at any time prior to the time of such termination that the Employer it proposes to conduct and for which any of the Companies have, prior to the time of such termination, expended substantial resources (the “Designated Industry”), or (iib) divert to solicit any competitor employee of any of the Employer any customer of the Employer, or (iii) solicit or encourage any officer, employee or consultant of the Employer Companies to leave its employ for alternative employment, or hire or offer employment by or with to any competitor person to whom the Employee actually knows any of the EmployerCompanies has offered employment. The For purposes hereof, the term “Designated Period” shall mean a period following eighteen (18) months. The Employee acknowledges that the termination provisions of this §9 are essential to protect the business and goodwill of the Employee’s employment hereunder equal Companies. The Employee will continue to be bound by the longer provisions of (a) twelve (12) months this §9 until their expiration and (b) shall not be entitled to any compensation from the Severance PeriodEmployer with respect thereto except as provided above. If at any time the provisions of this §9 shall be determined to be invalid or unenforceable, unenforceable by reason of being vague or unreasonable as to area, duration or scope of activity, this §9 shall be considered divisible and shall become and be immediately amended to only such area, duration and scope of activity as shall be determined to be reasonable and enforceable by the court or other body having jurisdiction over the matter; and the Employee agrees that this §9 as so amended shall be valid and binding as though any invalid or unenforceable provision had not been included herein. The Employee hereby acknowledges that he has agreed to be bound by the provisions of this §9 in consideration for the compensation, severance and other benefits to be provided by the Employer to the Employee pursuant to the terms of this Agreement.

Non-Competition. In consideration The Consultant agrees that he shall not at any time prior to one (1) year after the expiration or termination of the Employer’s obligations hereunderthis Agreement for any reason, during the term of the Employee’s employment hereunder and during the Designated Period own, manage, operate, be a director or an employee of, or a consultant to or provide any services, consultation or advice to any person, business, corporation, partnership, trust, limited liability company or other firm or enterprise (as defined herein), the Employee will not (i"Person") anywhere within North America, engage, directly or indirectly, alone or as a shareholder (other than as a holder of stock of the Employer (or any of its affiliates) or as a holder of less than five percent (5%) of the common stock of any publicly traded corporation), partner, officer, director, employee or consultant of any other business organization that (A) is engaged or becomes engaged in the business of providing publishing and printing services journals, catalogs, and books or (B) which is engaged in marketing, selling or distributing products, or in developing product candidates in or for the United States, which contain opioid anti-abuse or abuse deterrent technology or technology meant to achieve all or some of the same effects as Acura’s Aversion® Technology or are potentially competitive with: (a) Acura’s products or product candidates in development or (b) its licensee’s products or product candidates in development that contain Aversion® Technology or any other similar abuse deterrent technology (hereinafter the “Non-compete”). For avoidance of doubt, the Non-compete shall apply only to the extent that Consultant’s service, consultation or advice for any Person directly relates to opioid anti-abuse or abuse deterrent technology, including Acura’s Aversion Technology. For avoidance of doubt, product candidates are as evidenced by the current written product development plan and/or business activity that the Employer is conducting plan of Acura at the time of termination of this Agreement and/or described in Acura’s most recent filing on Form 8-K, Form 10-K or Form 10-Q with the Employee’s termination or any activity related thereto of which the Employee had knowledge that the Employer proposes to conduct (the “Designated Industry”), (ii) divert to any competitor Securities and Exchange Commission as of the Employer any customer date of the Employer, or (iii) solicit or encourage any officer, employee or consultant of the Employer to leave its employ for employment by or with any competitor of the Employer. The term “Designated Period” shall mean a period following the termination of the Employee’s employment hereunder equal to the longer of (a) twelve (12) months and (b) the Severance Periodthis Agreement. If at any time of the provisions of this §9 shall be determined Section 2.3, or any part thereof, is hereinafter construed to be invalid or unenforceable, the same shall not affect the remainder of such provision or provisions, which shall be given full effect, without regard to the invalid portions. If any of the provisions of this Section 2.3, or any part thereof, is held to be unenforceable because of the duration of such provision, the area covered thereby or the type of conduct restricted therein, the parties agree that the court making such determination shall have the power to modify the duration, geographic area and/or other terms of such provision and, as so modified, said provision shall then be enforceable. In the event that the courts of any one or more jurisdictions shall hold such provisions wholly or partially unenforceable by reason of being vague the scope thereof or unreasonable otherwise, it is the intention of the parties hereto that such determination not bar or in any way affect Acura's right to the relief provided for herein in the courts of any other jurisdictions as to areabreaches or threatened breaches of such provisions in such other jurisdictions, duration or scope of activitythe above provisions as they relate to each jurisdiction being, for this §9 shall be considered divisible purpose, severable into diverse and shall become and be immediately amended to only such area, duration and scope of activity as shall be determined to be reasonable and enforceable by the court or other body having jurisdiction over the matter; and the Employee agrees that this §9 as so amended shall be valid and binding as though any invalid or unenforceable provision had not been included hereinindependent covenants.

Non-Competition. In consideration of the Employer’s obligations hereunder, Employee covenants and agrees that during the term Term and for a period of one (1) year following the termination of Employee’s 's employment hereunder and during the Designated Period for any reason or expiration of this Agreement (as defined herein), the Employee will not or two (2) years following (i) anywhere a non-renewal of the Agreement by the Company, and payment made to Employee, as required in Section 5(g), above, or (ii) any termination, if the Company elects to pay to Employee, in addition to all other amounts payable under this Agreement, an amount equal to the sum of (A) one additional Year's Base Salary at the rate then in effect and (B) the Target Bonus (calculated with reference to the date of termination of Employee's employment hereunder), such sum to be payable in bi-monthly installments during such second year), Employee shall not, on any vessel or within North Americaone hundred (100) miles of any non-vessel venue where, or from which, the Company is then conducting, or had in the then preceding two (2) years conducted, any part of its business, engage, directly or indirectly, alone whether as an individual, sole proprietor, or as a principal, agent, officer, director, employer, employee, consultant, independent contractor, partner or shareholder of any firm, corporation or other entity or group or otherwise, in any Competing Business; provided, however, that if the Company chooses not to renew this Agreement and does not pay Employee pursuant to Section 5(g) above, then Employee will not be bound by any non-compete agreement as provided in this Section 6(b). For purposes of this Agreement, the term "Competing Business" shall mean any individual, sole proprietorship, partnership, firm, corporation or other entity or group which offers or sells or attempts to offer or sell (i) spa services, skin or hair care products or degree or non-degree educational programs in massage therapy, skin care or related courses or (ii) any other services then offered or sold by the Company. Notwithstanding the foregoing, Employee is not precluded from (i) maintaining a passive investment in publicly held entities provided that Employee does not have more than as a holder of stock of the Employer (or any of its affiliates) or as a holder of less than five percent (5%) of the common stock of any publicly traded corporation), partner, officer, director, employee or consultant of any other business organization that (A) is engaged or becomes engaged in the business of providing publishing and printing services journals, catalogs, and books or (B) is engaged beneficial ownership in any other business activity that the Employer is conducting at the time of the Employee’s termination or any activity related thereto of which the Employee had knowledge that the Employer proposes to conduct (the “Designated Industry”), such entity; (ii) divert to serving as an officer or director of any competitor entity, the majority of the Employer any customer voting securities of which is owned, directly or indirectly, by the Employer, Company or (iii) solicit or encourage any officer, employee or consultant of the Employer to leave its employ for employment by or with any competitor of the Employer. The term “Designated Period” shall mean a period following after the termination of this Agreement, precluded from, or limited in any way in connection with, engaging in the Employee’s employment hereunder equal to the longer private practice of law (a) twelve (12) months and (b) the Severance Period. If at any time the provisions of this §9 shall be determined to be invalid or unenforceablecollectively, by reason of being vague or unreasonable as to area, duration or scope of activity, this §9 shall be considered divisible and shall become and be immediately amended to only such area, duration and scope of activity as shall be determined to be reasonable and enforceable by the court or other body having jurisdiction over the matter; and the Employee agrees that this §9 as so amended shall be valid and binding as though any invalid or unenforceable provision had not been included hereina "Permitted Activity").

Non-Competition. In consideration Except as shall be expressly permitted in writing by CRC, for a period of five (5) years from and after the Employer’s obligations hereunderClosing Date, during the term of the Employee’s employment hereunder and during the Designated Period (as defined herein), the Employee will not (i) anywhere within North America, engageESNI shall not, directly or indirectly, alone (i) own, operate, render services to, purchase or hold securities of or otherwise invest in, represent, advise or otherwise participate as a shareholder (other than as a holder of stock of the Employer (or any of its affiliates) or as a holder of less than five percent (5%) of the common stock of any publicly traded corporation)an officer, director, stockholder, member, partner, officerAffiliate, directoragent, employee or consultant of or for any other business organization or entity which conducts business that is competitive to (A1) is engaged or becomes engaged in the business conducted by ESNI or CRC as of providing publishing and printing services journals, catalogs, and books the date hereof or (B2) is engaged in any other the business activity that conducted by the Employer is conducting at JV through the time utilization of the Employee’s termination ESNI Contributed Assets or the CRC Contributed Assets as of the Closing Date or (3) the business conducted by the JV at anytime during the six (6) month period following the Closing Date, it being understood that any activity related thereto such business conducted during such six (6) month period shall be reasonably ancillary or complimentary to the business conducted by the JV as of which the Employee had knowledge that the Employer proposes to conduct Closing Date (the “Designated Industry”any such business hereinabove described in clauses (1)-(3), a "Competing Business"), (ii) divert solicit the employment of any employee or consultant (other than a non-exclusive consultant to any competitor the extent such non-exclusive consultant is employed by ESNI on a non-exclusive, part time basis) of CRC or of the Employer JV, either on a full or part time or consulting basis, (iii) induce or encourage, or cooperate with any Person in inducing or encouraging, any employee or consultant (other than a non-exclusive consultant to the extent such non-exclusive consultant is employed by such Competing Business on a non-exclusive, part time basis) of CRC or of the JV to accept employment, either on a full or part time or consulting basis, with any Competing Business, (iv) persuade or seek to persuade any customer of ESNI, CRC or the EmployerJV to cease to do business or to reduce the amount of business which such customer has customarily done or contemplates doing with ESNI, CRC or the JV, or (iiiv) solicit intentionally interfere in any manner in the relationship of CRC or encourage any officer, employee or consultant of the Employer to leave its employ for employment by or JV with any competitor of the Employer. The term “Designated Period” shall mean a period following the termination of the Employee’s employment hereunder equal to the longer of (a) twelve (12) months and (b) the Severance Period. If at any time the provisions of this §9 shall be determined to be invalid or unenforceable, by reason of being vague or unreasonable as to area, duration or scope of activity, this §9 shall be considered divisible and shall become and be immediately amended to only such area, duration and scope of activity as shall be determined to be reasonable and enforceable by the court or other body having jurisdiction over the matter; and the Employee agrees that this §9 as so amended shall be valid and binding as though any invalid or unenforceable provision had not been included hereinits suppliers.

Non-Competition. In consideration During the Executive's employment with the Company and (ii) the three-year period immediately following the termination of the Employer’s obligations hereunder, during the term of the Employee’s employment hereunder and during the Designated Period (as defined herein)Executive's employment, the Employee will Executive (A) shall not (i) engage, anywhere within North America, engagethe geographical areas in which any Acquisition Entity is then conducting its business operations, directly or indirectly, alone alone, in association with or as a shareholder (other than as a holder of stock of the Employer (or any of its affiliates) or as a holder of less than five percent (5%) of the common stock of any publicly traded corporation)shareholder, principal, agent, partner, officer, director, employee or consultant of any other organization, in any "Competitive Business' which competes with any business organization that (A) is engaged or becomes engaged in the business of providing publishing and printing services journals, catalogs, and books or then being conducted by such Acquisition Entity; (B) is engaged in any other business activity that the Employer is conducting at the time of the Employee’s termination or any activity related thereto of which the Employee had knowledge that the Employer proposes to conduct (the “Designated Industry”), (ii) divert to any competitor of the Employer any customer of the Employer, or (iii) shall not solicit or encourage any officer, employee employee, independent contractor, vendor or consultant of any of the Employer Acquisition Entities to leave its the employ for employment by of, or with otherwise cease his relationship with, any competitor of the Employer. The term “Designated Period” Acquisition Entities; and (C) shall mean a period following not solicit, divert or take away, or attempt to divert or to take away, the termination business or patronage of any of the Employee’s customers or accounts, or prospective customers or accounts, of any Acquisition Entity, which were contacted, solicited or served by any Acquisition Entity during the time the Executive was employed by any Acquisition Entity (including any employment hereunder equal of. the Executive prior to the longer of (a) twelve (12) months and (b) the Severance Perioddate hereof). If at the Executive violates any time of the provisions of this §9 Section 6(d), following his termination of employment, the computation of the time period provided herein shall be tolled from the first date of the breach until the earlier of (i) the date judicial relief is obtained by the Company, (ii) the Company states in writing that it will seek no judicial relief for said violation or (iii) the Executive provides satisfactory evidence to the Company that such breach has-been remedied. If, at any time, the provisions of "this Section 6(d) shall be determined to be invalid or unenforceable, by reason of being vague or unreasonable as to area, duration or scope of activity, this §9 Section 6(d) shall be considered divisible and shall become and be immediately amended to only such area, duration and scope of activity as shall be determined to be reasonable and enforceable by the court or other body having jurisdiction over the matter; and the Employee Executive agrees that this §9 Section 6(d) as so amended shall be valid and binding as though any invalid or unenforceable provision had not been included herein. For purposes of this Section 6, Executive and the Company agree that only businesses engaged in the pay telephone business, the inmate telephone business, and/or all businesses engaged in any business that AmeriTel is engaged in as of the date of this Agreement, shall be in a "Competitive Business."

Non-Competition. In consideration of the Employer’s obligations hereunder, during the term of the Employee’s employment hereunder and during the Designated Period (as defined herein), the Employee will not During (i) the Executive's employment with the Company and (ii) the one-year period immediately following the expiration or earlier termination of the Employment Period, the Executive (A) shall not engage, anywhere within North America, engagethe geographical areas in which any Xxxxxx Entity is then conducting its business operations, directly or indirectly, alone alone, in association with or as a shareholder (other than as a holder of stock of the Employer (or any of its affiliates) or as a holder of less than five percent (5%) of the common stock of any publicly traded corporation)shareholder, principal, agent, partner, officer, director, employee Executive or consultant of any other business organization that (A) is engaged or becomes engaged organization, in the business of providing publishing and printing services journals, catalogs, and books or any Competitive Business; (B) is engaged in any other business activity that the Employer is conducting at the time of the Employee’s termination or any activity related thereto of which the Employee had knowledge that the Employer proposes to conduct (the “Designated Industry”), (ii) divert to any competitor of the Employer any customer of the Employer, or (iii) shall not solicit or encourage any officer, employee Executive, independent contractor, vendor or consultant of any of the Employer Xxxxxx Entities to leave its the employ for employment by of, or with otherwise cease his relationship with, any competitor of the Employer. The term “Designated Period” Xxxxxx Entities; and (C) shall mean a period following not solicit, divert or take away, or attempt to divert or to take away, the termination business or patronage of any of the Employee’s employment hereunder equal to customers or accounts, of any Xxxxxx Entity, which were served by any Xxxxxx Entity during the longer of (a) twelve (12) months and (b) time the Severance PeriodExecutive was employed by any Xxxxxx Entity. If at the Executive violates any time of the provisions of this §9 Section 6(d), following his termination of employment, the computation of the time period provided herein shall be tolled from the first date of the breach until the earlier of (i) the date judicial relief is obtained by the Company, (ii) the Company states in writing that it will seek no judicial relief for said violation, or (iii) the Executive provides satisfactory evidence to the Company that such breach has been remedied. If, at any time, the provisions of this Section 6(d) shall be determined to be invalid or unenforceable, by reason of being vague or unreasonable as to area, duration or scope of activity, this §9 Section 6(d) shall be considered divisible and shall become and be immediately amended to only such area, duration and scope of activity as shall be determined to be reasonable and enforceable by the court or other body having jurisdiction over the matter; and the Employee Executive agrees that this §9 Section 6(d) as so amended shall be valid and binding as though any invalid or unenforceable provision had not been included herein. For purposes of this Section 6, Executive and the Company agree that Competitive Business shall mean (i) the inmate telephone business, (ii) the business of selling, leasing or otherwise providing law enforcement management systems, jail management systems, victim notification systems and/or other tracking or record systems to inmate, jail or correctional facilities, (iii) the billing, collection and/or validation business within the inmate telephone industry, and/or (iv) any material line of business that the Xxxxxx Entities are engaged in on the date of termination, expiration or non-extension of the Employment Period.

Non-Competition. In consideration During the Restriction Period, Employee agrees not to (except with the prior written consent of an authorized representative of the Employer’s obligations hereunder, during the term of the Employee’s employment hereunder and during the Designated Period (as defined herein), the Employee will not (i) anywhere within North America, engage, directly or indirectly, alone perform or attempt to perform anywhere in a Restricted Territory (as defined below) any Restricted Services (as defined below) that are competitive to the Employer. For the purposes of this Agreement, “Restricted Territory” means the twenty-five (25) mile radius around any of the following locations: (i) any Employer business location at which Employee has worked on a shareholder regular or occasional basis during Employee’s employment; (other than as ii) Employee’s home if Employee worked from home on a holder of stock regular or occasional basis; (iii) any potential business location of the Employer under active consideration by the Employer to which Employee has travelled in connection with the consideration of that location; or (iv) any county, parish, or any of its affiliates) or as a holder of less than five percent (5%) of the common stock of any publicly traded corporation), partner, officer, director, employee or consultant of any other business organization that (A) is engaged or becomes engaged similar political subdivision in the business of providing publishing and printing United States where Employee provided services journals, catalogs, and books or (B) is engaged in any other business activity that the Employer is conducting at the time of the Employee’s termination or any activity related thereto of which the Employee had knowledge that the Employer proposes to conduct (the “Designated Industry”), (ii) divert to any competitor on behalf of the Employer any customer of or had a material presence during the Employer, or (iii) solicit or encourage any officer, employee or consultant of the Employer to leave its employ for employment by or with any competitor of the Employer. The term “Designated Period” shall mean a period following the termination of the Employee’s employment hereunder equal to the longer of (a) last twelve (12) months prior to Employee’s termination of employment with the Employer. For purposes of this Agreement, “Restricted Services” are any services that are the same or substantially similar to the services Employee performed for Employer in the last two (2) years of Employee’s employment with the Employer. In the event the employment terminates following notice of termination for any reason other than retirement, during such time as the Non-Competition clause is in force, the Employer shall be obligated to pay to the Employee, on a monthly basis, the difference between (x) their monthly income from employment by the Employer at the time of termination of the employment (the “Termination base Salary”) and (by) the Severance Period(lower) income (the “Non-Competition Compensation”) which they actually receive, or could have received, from other employment, another engagement, or in other business activities for work performed during the term of applicability of the Non-Competition clause without violation of the Non-Competition clause (such difference, the “Non-Competition Make-Whole Payment”). If However, the Non-Competition Make-Whole Payment shall not exceed 60% of the previous deemed monthly base salary at any the time of termination of the provisions of this §9 employment, where such deemed monthly base salary shall be determined calculated as the average fixed wages paid to the Employee during the most recently completed 12 calendar months of employment (or such lesser number of months as may apply if the Employee has served for less than a year). For the avoidance of doubt, consideration shall be invalid taken only of such time during which the Employee performed work in the customary position pursuant to the applicable employment agreement. The Employer shall have no obligation to pay a Non-Competition Make-Whole Payment where it is proven that the Non-Competition Compensation is lower than the Termination Salary not as a consequence of the non-Competition clause. To the extent reasonable, the Employee shall limit the loss in income which may occur as a consequence of the application of the non-Competition clause. The Employee shall be obligated to provide, on a monthly basis, the information, inter alia regarding the amount of their income from new employment or unenforceablebusiness activities, as required by reason the Employer in order to determine the Non-Competition Make-Whole Payment. In the event the employment terminates for Cause (as defined in the Addendum to Employment Agreement between Employee and Employer dated of being vague even date herewith), the Employer shall not be obligated to pay any Non-Competition Make-Whole Payment. In the event the Employee receives a separate compensation from the Employer due to the termination of the employment, e.g. as a result of change in control or unreasonable as to areafor any reason, duration or scope of activity, this §9 the compensation shall be considered divisible and shall become and be immediately amended to only such area, duration and scope fully compensate the Employee for the Non-Competition clause in lieu of activity the Non-Competition Make-Whole Payment as shall be determined long as the compensation fully compensates the Employee during the Restrictive Period with in total 60% of the Termination Salary. The Employer may unilaterally limit or revoke the Non-Competition clause up until the latter to be reasonable and enforceable occur of (i) the termination of Employee’s employment or (ii) in the event of voluntary termination by the court or other body having jurisdiction over Employee, two weeks after the matter; and notice in writing to the Employer of such termination (such latter date, the “Outside Date”). In any event, not later than within two weeks of the Outside Date, the Employer shall inform the Employee agrees that whether, and to what extent, the non-Competition clause shall apply with regard to its scope and term of applicability. The Employer may not unilaterally modify this §9 as so amended shall be valid and binding as though any invalid or unenforceable provision had not been included hereininformation.

Non-Competition. In consideration So long as the Employee is employed as an Employee --------------- or as a Consultant by the Company, and for a period of one year following the Employer’s obligations hereunder, during the term termination of the Employee’s 's employment hereunder and with the Company for any reason, so long as during said one year period the Designated Period (as defined herein)Company pays to the Employee the payments to which the Employee is entitled, the Employee will Employee, during said one year period, shall not (i) anywhere within North America, engage, directly or indirectly, alone in any business activity or own, directly or indirectly, any interest in any business which competes with the business of the Company as conducted or as a shareholder (other than planned to be conducted by the Company during the Employee's employment at any place within the United States or the world where the Company then conducts business, whether for his own account or as a an employee, partner, officer or director of, or consultant or independent contractor to, or holder of stock of the Employer (or any of its affiliates) or as a holder of less more than five percent (5%) of the common stock of any publicly traded corporation)equity interest in, partner, officer, director, employee or consultant of any other business organization that (A) is engaged person, firm, partnership or becomes engaged in the business of providing publishing and printing services journals, catalogs, and books or (B) is engaged in any other business activity that the Employer is conducting at the time of the Employee’s termination or any activity related thereto of which the Employee had knowledge that the Employer proposes to conduct (the “Designated Industry”), (ii) divert to any competitor of the Employer any customer of the Employer, or (iii) solicit or encourage any officer, employee or consultant of the Employer to leave its employ for employment by or with any competitor of the Employer. The term “Designated Period” shall mean a period following the termination of the Employee’s employment hereunder equal to the longer of (a) twelve (12) months and (b) the Severance Periodcorporation. If at any time the foregoing provisions of this §9 shall be determined deemed to be invalid or unenforceableunenforceable or are prohibited by the laws of the state or place where they are to be enforced, by reason of being vague or unreasonable as to area, duration or scope place of activityperformance, this §9 section shall be considered divisible and shall become and be immediately amended to include only such area, duration time and scope of activity such area as shall be determined to be reasonable and enforceable by the court or other body having jurisdiction over the matter; this Agreement. The Company and the Employee agrees expressly agree that this §9 section, as so amended amended, shall be valid and binding as though any invalid valid or unenforceable provision had not been included herein.

Non-Competition. In consideration of the Employer’s obligations hereunder, during the term of the Employee’s employment hereunder and during the Designated Period (as defined herein), the Employee will not During (i) the Executive's employment with the Company and (ii) the two (2) year period immediately following the Executive's Date of Termination, the Executive (A) shall not engage, anywhere within North America, engagethe geographical areas in which any Sunbeam Entity is then conducting its business operations, directly or indirectly, alone alone, in association with or as a shareholder (other than as a holder of stock of the Employer (or any of its affiliates) or as a holder of less than five percent (5%) of the common stock of any publicly traded corporation)shareholder, principal, agent, partner, officer, director, employee or consultant of any other organization, in any business organization that (Aa "Competitive Business") is engaged or becomes engaged in the which competes with any business of providing publishing and printing services journals, catalogs, and books or then being conducted by such Sunbeam Entity; (B) is engaged in any other business activity that the Employer is conducting at the time of the Employee’s termination or any activity related thereto of which the Employee had knowledge that the Employer proposes to conduct (the “Designated Industry”), (ii) divert to any competitor of the Employer any customer of the Employer, or (iii) shall not solicit or encourage any officer, employee or consultant of any of the Employer Sunbeam Entities to leave its the employ of any of the Sunbeam Entities for employment by or with any competitor Competitive Business; and (C) shall not solicit, divert or take away, or attempt to divert or to take away, the business or patronage of any of the Employer. The term “Designated Period” customers or accounts, or prospective customers or accounts, of any Sunbeam Entity, which were contacted, solicited or served by the Executive while employed by the Company; provided, however, that nothing herein shall mean prohibit the Executive from owning a period following the termination maximum of two percent (2%) of the Employee’s employment hereunder equal to outstanding stock of any publicly traded corporation. Following the longer Date of Termination, ownership by the Executive of not more than five percent (a5%) twelve (12) months and (b) the Severance Periodof any publicly traded corporation shall not constitute a violation hereof. If If, at any time time, the provisions of this §9 Section 10(c) shall be determined to be invalid or unenforceable, by reason of being vague or unreasonable as to area, duration or scope of activity, this §9 Section 10(c) shall be considered divisible and shall become and be immediately amended to only such area, duration and scope of activity as shall be determined to be reasonable and enforceable by the court or other body having jurisdiction over the matter; and the Employee Executive agrees that this §9 Section 10(c) as so amended shall be valid and binding as though any invalid or unenforceable provision had not been included herein. For purposes of this Section 10(c), the design, manufacture and marketing of outdoor barbecue grills and small kitchen appliances shall be construed to be a Competitive Business; provided, however, that the gross revenues derived from sales of such products by such competitor are greater than the lesser of (i) 10% of its total revenues and (ii) $500,000,000.

Non-Competition. In consideration of the Employer’s obligations hereunder, during the term of the Employee’s employment hereunder and during the Designated Period (as defined herein), the Employee will not During (i) the Executive's employment with the Company and (ii) the one-year period immediately following the expiration or earlier termination of the Employment Period, the Executive (A) shall not engage, anywhere within North America, engagethe geographical areas in which the Company or any of its subsidiaries is then conducting its business operations, directly or indirectly, alone alone, in association with or as a shareholder (other than as a holder of stock of the Employer (or any of its affiliates) or as a holder of less than five percent (5%) of the common stock of any publicly traded corporation)shareholder, principal, agent, partner, officer, director, employee executive or consultant of any other organization, in any business organization that which involves or relates to providing services to a Competitive Business (A) is engaged or becomes engaged in the business of providing publishing and printing services journals, catalogs, and books or defined below); (B) is engaged in any other business activity that the Employer is conducting at the time of the Employee’s termination or any activity related thereto of which the Employee had knowledge that the Employer proposes to conduct (the “Designated Industry”), (ii) divert to any competitor of the Employer any customer of the Employer, or (iii) shall not solicit or encourage any officer, employee executive, independent contractor, vendor or consultant of the Employer Company or any of its subsidiaries to leave the employ of, or otherwise cease his relationship with, the Company or any of its employ for employment by subsidiaries; and (C) shall not solicit, divert or with take away, or attempt to divert or to take away, the business or patronage of any competitor of the Employer. The term “Designated Period” shall mean a period following the termination customers or accounts, of the Employee’s employment hereunder equal to Company or any of its subsidiaries, which were served by any such entity during the longer of (a) twelve (12) months and (b) time the Severance PeriodExecutive was employed by the Company. If at the Executive violates any time of the provisions of this §9 Section 6(d), following his termination of employment, the computation of the time period provided herein shall be tolled from the first date of the breach until the earlier of (i) the date judicial relief is obtained by the Company, (ii) the Company states in writing that it will seek no judicial relief for said violation, or (iii) the Executive provides satisfactory evidence to the Company that such breach has been remedied. If, at any time, the provisions of this Section 6(d) shall be determined to be invalid or unenforceable, by reason of being vague or unreasonable as to area, duration or scope of activity, this §9 Section 6(d) shall be considered divisible and shall become and be immediately amended to only such area, duration and scope of activity as shall be determined to be reasonable and enforceable by the court or other body having jurisdiction over the matter; and the Employee Executive agrees that this §9 Section 6(d) as so amended shall be valid and binding as though any invalid or unenforceable provision had not been included herein. For purposes of this Section 6, Executive and the Company agree that "Competitive Business" shall mean (i) the inmate telephone business, (ii) the business of selling, leasing or otherwise providing law enforcement management systems, jail management systems, victim notification systems and/or other tracking or record systems to inmate, jail or correctional facilities, (iii) the billing, collection and/or validation business within the inmate telephone industry, and/or (iv) any material line of business that the Company or any of its subsidiaries are engaged in on the date of termination, expiration or non-extension of the Employment Period; provided, however, that Competitive Business shall not include an organization where the activities described in (i) through (iv) do not represent a material portion of such organization's revenues and the Executive's primary duties do not relate to such activities.

Non-Competition. In consideration of the Employer’s obligations hereunder, during During the term of the Employee’s 's employment hereunder and during until one year after termination of the Designated Period (as defined herein)Employee's employment hereunder, the Employee will not (ia) anywhere within North AmericaNew Jersey, New York or Pennsylvania or anywhere within 100 miles of any store operated by the Employer at the time of the Employee's termination, engage, directly or indirectly, alone or as a shareholder (other than as a holder of stock of the Employer (or any of its affiliates) or as a holder of less than five percent (5%) of the common stock of any publicly traded corporation), partner, officer, director, employee or consultant of any other business organization that (A) is engaged or becomes engaged in a business involving or relating to the business operation of providing publishing and printing services journals, catalogs, and books retail drug stores or (B) is engaged in any other business activity that the Employer is conducting at the time of the Employee’s 's termination or any activity related thereto of which has notified the Employee had knowledge that the Employer it proposes to conduct and for which the Employer has, prior to the time of such termination, expended substantial resources (the “Designated Industry”"DESIGNATED INDUSTRY"), (iib) divert to any competitor of the Employer any customer of the Employer, or (iiic) solicit or encourage any officer, key employee or consultant of the Employer to leave its employ for alternative employment by or with hire or offer employment to, any competitor of person to whom the EmployerEmployer has offered employment. The term “Designated Period” Employee will continue to be bound by the provisions of this Section 9 until their expiration and shall mean a period following not be entitled to any compensation from the termination of the Employee’s employment hereunder equal to the longer of (aEmployer with respect thereto except as provided in Section 6(d) twelve (12) months and (b) the Severance Periodhereof. If at any time the provisions of this §Section 9 shall be determined to be invalid or unenforceable, by reason of being vague or unreasonable as to area, duration or scope of activity, this §Section 9 shall be considered divisible and shall become and be immediately amended to only such area, duration and scope of activity as shall be determined to be reasonable and enforceable by the court or other body having jurisdiction over the matter; and the Employee agrees that this §Section 9 as so amended shall be valid and binding as though any invalid or unenforceable provision had not been included herein.

Non-Competition. In consideration Effective as of the Employer’s obligations hereunder, during Closing and until the term earlier of the Employee’s employment hereunder and during the Designated Period (as defined herein), the Employee will not (i) anywhere within North Americathe full payment and satisfaction of the Company Note or (ii) three years from the date of Dissolution of the Company if the Company Note has not been paid in full, engageneither Purchaser will, directly or indirectly, alone for himself or on behalf of or in conjunction with any other person, company, partnership, corporation or business of whatever nature: (A) engage, as a shareholder (other than as a holder of stock of the Employer (or any of its affiliates) or as a holder of less than five percent (5%) of the common stock of any publicly traded corporation), partner, an officer, director, employee shareholder, owner, partner, joint venturer, or in a managerial or advisory capacity, whether as an employee, independent contractor, consultant of or advisor, or as a sales representative, in any other business organization that (A) is engaged or becomes engaged in competitive to the demolition business of providing publishing and printing services journals, catalogs, and books the Company ("COMPETITIVE BUSINESS") within 150 miles of where the Company conducts business or has conducted business within the past three years (the "TERRITORY"); (B) is engaged in call upon any other business activity person, who is, at that the Employer is conducting at the time of the Employee’s termination or any activity related thereto of which the Employee had knowledge that the Employer proposes to conduct (the “Designated Industry”)time, (ii) divert to any competitor of the Employer any customer of the Employer, or (iii) solicit or encourage any officer, an employee or consultant of the Employer to leave its employ Company, for employment by the purpose or with any competitor the intent or effect of enticing such employee or consultant away from or out of the Employer. The term “Designated Period” shall mean employ or contract with the Company; or (C) call upon any person or entity which is, at that time, or which has been, within one year prior to that time, a period following the termination customer of the Employee’s employment hereunder Company, within the Territory for the purpose of soliciting or selling services or products in a Competitive Business within the Territory. If either of the Purchasers breaches the foregoing covenant, the Purchasers shall be jointly and severally liable to IHI for liquidated damages in an amount equal to the longer amount of (a) twelve (12) months any unpaid principal or interest under the Company Note. Each Purchaser acknowledges that his agreements and (b) the Severance Periodcovenants set forth in this Section are material conditions to IHI's agreements to execute and deliver this Agreement and to consummate the transactions contemplated hereby and that IHI would not have entered into this Agreement without such covenants. If at any time All of the provisions of covenants in this §9 Section shall be determined to be invalid or unenforceable, by reason construed as an agreement independent of being vague or unreasonable as to area, duration or scope of activity, any other provision in this §9 shall be considered divisible and shall become and be immediately amended to only such area, duration and scope of activity as shall be determined to be reasonable and enforceable by the court or other body having jurisdiction over the matter; and the Employee agrees that this §9 as so amended shall be valid and binding as though any invalid or unenforceable provision had not been included hereinAgreement.

Non-Competition. In consideration During the Employment Period and for the longer of (i) one year following the Employer’s obligations hereunderdate of termination of employment hereunder or (ii) the period in which the Employee receives severance under the provisions of Section 7(c) or Section 7(d) (collectively, the “Covered Period”), the Employee agrees not to engage in any Competitive Activity anywhere in the United States or any foreign territory where the Company is then conducting business on behalf of any party other than the Company. As used herein, the term “Competitive Activity” shall mean the following: (i) any primary line of business engaged in by the Company or any of its subsidiaries during the term one-year period prior to termination of the Employee’s employment hereunder employment, including, without limitation, providing high-speed Internet access, voice and during the Designated Period data services (and related business consulting) to businesses (a “Competitive Business”); (ii) serving as defined hereinan officer, director, employee, consultant, advisor, agent or representative of any person, corporation, partnership, limited liability company, sole proprietorship, association or other business enterprise engaged in a Competitive Business (each a “Competitive Enterprise”), the Employee will not ; (iiii) anywhere within North America, engageowning or acquiring, directly or indirectly, alone any interest in any Competitive Enterprise; (iv) soliciting any employee of the Company or any of the Company’s subsidiaries to leave the employ of the Company or such subsidiary or hiring any of the foregoing persons; provided, however, by way of clarification, the Employee shall not be deemed in breach of this clause (iv) in the event he or his new employer launches a general job search (through advertisement, job posting, or recruiter) that does not exclusively target the Company’s employees; or (v) soliciting or inducing, explicitly or implicitly, any Client (as defined below) to withdraw, curtail or cancel its business relationships with the Company or any subsidiary thereof, provided, however, the Employee shall not be deemed in breach of this clause (v) as a shareholder (result of mass advertising or mass marketing campaigns aimed at prospects on customer lists obtained by the Employee or his new employer from sources other than as a holder the Company, and not in violation of stock this Agreement, and which do not expressly target the Company’s Clients in particular. The Company acknowledges and agrees that nothing contained in this Section 8 shall be interpreted to prohibit or preclude the Employee, (x) in connection with the fulfillment of his duties and responsibilities hereunder, from terminating the services of any employee, agent or other representative of the Employer Company (or any subsidiary thereof) at the Board of its affiliatesDirectors’ request or in the ordinary course of business, or (y) or as a holder of from owning less than five percent (5%) of the common capital stock or other equity interests of any publicly publicly-traded corporationcompany listed on a major securities exchange or securities market (e.g., NASDAQ), partner, officer, director, employee or consultant of any other business organization that (A) is engaged or becomes engaged in the business of providing publishing and printing services journals, catalogs, and books or (B) is engaged in any other business activity that the Employer is conducting at the time of the Employee’s termination or any activity related thereto of which the Employee had knowledge that the Employer proposes to conduct (the “Designated Industry”), (ii) divert to any competitor of the Employer any customer of the Employer, or (iii) solicit or encourage any officer, employee or consultant of the Employer to leave its employ for employment by or with any competitor of the Employer. The term “Designated Period” shall mean a period following the termination of the Employee’s employment hereunder equal to the longer of (a) twelve (12) months and (b) the Severance Period. If at any time the provisions of this §9 shall be determined to be invalid or unenforceable, by reason of being vague or unreasonable as to area, duration or scope of activity, this §9 shall be considered divisible and shall become and be immediately amended to only such area, duration and scope of activity as shall be determined to be reasonable and enforceable by the court or other body having jurisdiction over the matter; and the Employee agrees that this §9 as so amended shall be valid and binding as though any invalid or unenforceable provision had not been included herein.

Non-Competition. In consideration return for the performance of the Employer’s obligations hereunderduties described in Section 1, during the term Employment Term and for a period of two years thereafter in the event of the Employee’s employment hereunder and during termination of this Agreement pursuant to the Designated Period (as defined hereinprovisions of Sections 4(a)(i), 4(a)(ii), 4(b)(i), 4(b)(ii), or 4(e) (the Employee will not (i) anywhere within North America"Restrictive Period"), engageExecutive shall not, directly or indirectly, alone in any capacity whatsoever, either on his own behalf or as a shareholder (other than as a holder of stock of the Employer (or any of its affiliates) or as a holder of less than five percent (5%) of the common stock of any publicly traded corporation), partner, officer, director, employee or consultant on behalf of any other business organization person or entity with whom he may be employed or associated, compete with the Business (as hereinafter defined) in any of the following described manners: (i) perform services of the types that (A) Executive performs on behalf of Employer for himself, or any affiliate of himself or for any competitor of Employer if such competitor engages in the Business within the United States and any other geographic area or territory wherein Employer is engaged or becomes engaged in the business of providing publishing and printing services journals, catalogs, and books or (B) is engaged in any other business activity that the Employer is conducting Business at the time of the Employee’s Executive's termination of services hereunder ("Restrictive Geographic Area"); or any activity related thereto of which the Employee had knowledge that the Employer proposes to conduct (the “Designated Industry”), (ii) divert to any competitor of the Employer any customer of the Employer, or (iii) solicit or encourage accept any officerBusiness (or help any other person solicit or accept any Business) from any person or entity that on the date of this Agreement is a vendor, customer or tenant of Employer or at the time of termination of this Agreement any vendor, customer or tenant that is actively being pursued by Employer and that Executive knows is being pursued. Furthermore, during the Restrictive Period, Executive shall not, directly or indirectly, induce or attempt to persuade any employee or consultant customer, vendor or tenant of the Employer or any such entity being actively pursued by Employer to leave terminate its employ for employment by business relationship with Employer or not proceed with a business relationship with the Group. Notwithstanding the foregoing, nothing herein shall prohibit Executive from owning 5% or less of any securities of a competitor engaged in the same Business if such securities are listed on a nationally recognized securities exchange or traded over-the-counter on the National Association of the EmployerSecurities Dealers Automated Quotation System or otherwise. The term “Designated Period” shall mean a period following the termination of the Employee’s employment hereunder equal to the longer of (a) twelve (12) months and (b) the Severance Period. If at any time So long as Executive is in compliance with the provisions of this §9 Section 6(b), and in addition to the payments required under any other section of this Agreement, Employer will pay Executive an amount equal to [$_________] per calendar month in arrears for a period of two years beginning with the first calendar month after termination of this Agreement pursuant to the provisions of Sections 4(a)(i), 4(b)(i), or 4(e). Upon written notice at any time prior to 30 days before the expiration of the first year after termination, Employer or Executive may elect to limit the Restrictive Period relating to a termination of this Agreement pursuant to Sections 4(a)(i), 4(b)(i) or 4(e) to one year; whereupon, the [$________] monthly payments shall cease at the end of said first year. If this Agreement is terminated pursuant to the provisions of Sections 4(a)(ii) or 4(b)(ii), then Executive shall not be determined entitled to be invalid or unenforceable, by reason of being vague or unreasonable as to area, duration or scope of activity, this §9 shall be considered divisible and shall become and be immediately amended to only such area, duration and scope of activity as shall be determined to be reasonable and enforceable by receive any amounts during the court or other body having jurisdiction over the matter; and the Employee agrees that this §9 as so amended shall be valid and binding as though any invalid or unenforceable provision had not been included hereinRestrictive Period.

Non-Competition. In consideration of the Employer’s obligations hereunder, during the term of the Employee’s employment hereunder and during the Designated Period (as defined herein), the Employee will not During (i) the Executive's employment with the Company and (ii) the one-year period immediately following the expiration or earlier termination of the Employment Period, the Executive (A) shall not engage, anywhere within North America, engagethe geographical areas in which any Xxxxxx Entity is then conducting its business operations, directly or indirectly, alone alone, in association with or as a shareholder (other than as a holder of stock of the Employer (or any of its affiliates) or as a holder of less than five percent (5%) of the common stock of any publicly traded corporation)shareholder, principal, agent, partner, officer, director, employee Executive or consultant of any other business organization that (A) is engaged or becomes engaged organization, in the business of providing publishing and printing services journals, catalogs, and books or any Competitive Business; (B) is engaged in any other business activity that the Employer is conducting at the time of the Employee’s termination or any activity related thereto of which the Employee had knowledge that the Employer proposes to conduct (the “Designated Industry”), (ii) divert to any competitor of the Employer any customer of the Employer, or (iii) shall not solicit or encourage any officer, employee Executive, independent contractor, vendor or consultant of any of the Employer Xxxxxx Entities to leave its the employ for employment by of, or with otherwise cease his relationship with, any competitor of the Employer. The term “Designated Period” Xxxxxx Entities; and (C) shall mean a period following not solicit, divert or take away, or attempt to divert or to take away, the termination business or patronage of any of the Employee’s employment hereunder equal to customers or accounts, or prospective customers or accounts, of any Xxxxxx Entity, which were contacted, solicited or served by any Xxxxxx Entity during the longer of (a) twelve (12) months and (b) time the Severance PeriodExecutive was employed by any Xxxxxx Entity. If at the Executive violates any time of the provisions of this §9 Section 6(d), following his termination of employment, the computation of the time period provided herein shall be tolled from the first date of the breach until the earlier of (i) the date judicial relief is obtained by the Company, (ii) the Company states in writing that it will seek no judicial relief for said violation, or (iii) the Executive provides satisfactory evidence to the Company that such breach has been remedied. If, at any time, the provisions of this Section 6(d) shall be determined to be invalid or unenforceable, by reason of being vague or unreasonable as to area, duration or scope of activity, this §9 Section 6(d) shall be considered divisible and shall become and be immediately amended to only such area, duration and scope of activity as shall be determined to be reasonable and enforceable by the court or other body having jurisdiction over the matter; and the Employee Executive agrees that this §9 Section 6(d) as so amended shall be valid and binding as though any invalid or unenforceable provision had not been included herein. For purposes of this Section 6, Executive and the Company agree that Competitive Business shall mean (i) the inmate telephone business, (ii) the pay telephone business, (iii) the business of selling, leasing or otherwise providing law enforcement management systems, jail management systems, victim notification systems and/or other tracking or record systems to inmate, jail or correctional facilities, (iv) the billing, collection and/or validation business, and/or (v) any line of business in which the Xxxxxx Entities derive 10% or more of their annual revenue and which they designate as a separate line of business for financial reporting purposes on the date of termination or expiration of the Employment Period.

Non-Competition. In consideration of the Employer’s obligations hereunder, during During the term of the Employee’s 's employment hereunder hereunder, or during any period (and during for a period of three (3) years thereafter) that the Designated Period Employer is compensating the Employee in accordance with SECTION 6(d) hereof as a result of terminating the Employee's employment without Cause, and until three (as defined herein)3) years after any other termination of the Employee's employment hereunder, the Employee will not (i) anywhere within North America, engage, directly or indirectly, alone or as a shareholder (other than as a holder of stock of the Employer (or any of its affiliates) or as a holder of less than five percent (5%) of the common stock of any publicly traded corporation), partner, officer, member, director, employee or consultant of any other business organization that (A) is engaged or becomes engaged in the business manufacture, production, distribution or sale of providing publishing and printing products or the provision of services journalswhich compete with the products manufactured, catalogsproduced, and books distributed or (B) is engaged sold by the Employer or with the services provided by the Employer or compete in any other business activity that the Employer is conducting at the time of the Employee’s termination or any activity related thereto of which the Employee had knowledge that the Employer proposes to conduct (the “Designated Industry”), (ii) divert to any competitor of the Employer any customer of the Employer's termination, or (iii) solicit or encourage any officer, employee or consultant of the Employer or to leave its employ for employment by or with any competitor of the Employeralternative employment. The term “Designated Period” Employee will continue to be bound by the provisions of this SECTION 9 until their expiration, and shall mean a period following not be entitled to any compensation from the termination of the Employee’s employment hereunder equal to the longer of (aEmployer with respect thereto except as may be provided in SECTION 6(d) twelve (12) months and (b) the Severance Periodhereof. If at any time the provisions of this §SECTION 9 shall be determined to be invalid or unenforceable, by reason of being vague or unreasonable as to area, duration or scope of activity, this §9 ss.9 shall be considered divisible and shall become and be immediately amended to only such area, duration and scope of activity as shall be determined to be reasonable and enforceable by the court or other body having jurisdiction over the matter; and the Employee agrees that this §SECTION 9 as so amended shall be valid and binding as though any invalid or unenforceable provision had not been included herein.

Non-Competition. In consideration of the Employer’s obligations hereunder, You hereby agree that during the term of the Employee’s your employment hereunder with MSO and during the Designated any Tail Period (as defined hereinbelow), the Employee will you shall not engage in or become associated with a Competitive Activity (i) anywhere within North Americaas defined below). A “Competitive Activity” shall mean any business which is competitive with any business of MSO and its affiliates with respect to which you performed any duties during your employment with MSO and its affiliates and their predecessors. You shall be deemed to be “engaged in or associated with a Competitive Activity” if you become an owner, engage, directly or indirectly, alone or as a shareholder (other than as a holder of stock of the Employer (or any of its affiliates) or as a holder of less than five percent (5%) of the common stock of any publicly traded corporation), partneremployee, officer, director, employee independent contractor, agent, partner, advisor, or consultant of render personal services in any other business capacity, with or for any individual, partnership, corporation or other organization (collectively, an “Enterprise”) that (A) is engaged or becomes engaged in the business of providing publishing and printing services journals, catalogs, and books or (B) is engaged in any other business activity a Competitive Activity, provided, however, that notwithstanding anything to the Employer is conducting at the time contrary, you shall not be prohibited from (a) owning less than five percent of the Employee’s termination or stock in any activity related thereto of which the Employee had knowledge that the Employer proposes to conduct (the “Designated Industry”), (ii) divert to any competitor of the Employer any customer of the Employerpublicly traded Enterprise engaging in a Competitive Activity, or (iiib) solicit being an employee, independent contractor or encourage any officerotherwise providing services to an Enterprise that is engaged in a Competitive Activity so long as your services relate to an aspect or endeavor of such Enterprise that is distinct from, employee and unrelated to, and you have no influence or consultant control over, such Enterprise’s pursuit of the Employer to leave its employ for employment by or with any competitor of the Employera Competitive Activity. The term “Designated Tail Period” shall mean a period following the termination period, if any, commencing on the date that your employment with MSO terminates, and ending on the twelve-month anniversary of the Employee’s employment hereunder equal to the longer of (a) twelve (12) months and (b) the Severance Periodsuch date. If If, at any time time, the provisions of this §9 paragraph shall be determined to be invalid or unenforceable, by reason of being vague or unreasonable as to area, duration or scope of activity, this §9 paragraph shall be considered divisible and shall become and be immediately amended to only such area, duration and scope of activity as shall be determined to be reasonable and enforceable by the court or other body having jurisdiction over the matter; and the Employee agrees you agree that this §9 paragraph as so amended shall be valid and binding as though any invalid or unenforceable provision had not been included herein. You agree that the remedies at law for any breach or threat of breach by you of this paragraph will be inadequate, and that, in addition to any other remedy to which MSO may be entitled at law or in equity, MSO will be entitled to seek a temporary or permanent injunction or injunctions or temporary restraining order or orders to prevent breaches thereof. Your such agreement shall not be deemed to prohibit you from opposing such relief on the basis of a dispute of facts related to any such application.

Non-Competition. In consideration of the Employer’s obligations hereunder, during the term of the Employee’s employment hereunder and during the Designated Period (as defined herein), the Employee will not During (i) the Consulting Period and (ii) the two- year period immediately following the expiration or earlier termination of the Consulting Period, the Consultant (A) shall not engage, anywhere within North America, engagethe geographical areas in which any Acquisition Entity is then conducting its business operations, directly or indirectly, alone alone, in association with or as a shareholder (other than as a holder of stock of the Employer (or any of its affiliates) or as a holder of less than five percent (5%) of the common stock of any publicly traded corporation)shareholder, principal, agent, partner, officer, director, employee or consultant of any other organization, in any "Competitive Business" which competes with any business organization that (A) is engaged or becomes engaged in the business of providing publishing and printing services journals, catalogs, and books or then being conducted by such Acquisition Entity; (B) is engaged in any other business activity that the Employer is conducting at the time of the Employee’s termination or any activity related thereto of which the Employee had knowledge that the Employer proposes to conduct (the “Designated Industry”), (ii) divert to any competitor of the Employer any customer of the Employer, or (iii) shall not solicit or encourage any officer, employee employee, independent contractor, vendor or consultant of any of the Employer Acquisition Entities to leave its the employ for employment by of, or with otherwise cease his relationship with, any competitor of the Employer. The term “Designated Period” Acquisition Entities; and (C) shall mean a period following not solicit, divert or take away, or attempt to divert or to take away, the termination business or patronage of any of the Employee’s customers or accounts, or prospective customers or accounts, of any Acquisition Entity, which were contacted, solicited or served by any Acquisition Entity during the time the Consultant was engaged by any Acquisition Entity (including any employment hereunder equal of the Consultant prior to the longer date hereof). Notwithstanding anything herein to the contrary, the Consultant will not be in violation of (a) twelve (12) months and (b) this provision if he owns five percent or less of the Severance Periodoutstanding voting stock of a publicly-traded corporation as to which the Consultant is neither an officer, director, nor employer. If If, at any time time, the provisions of this §9 Section 6(d) shall be determined to be invalid or unenforceable, by reason of being vague or unreasonable as to area, duration or scope of activity, this §9 Section 6(d) shall be considered divisible and shall become and be immediately amended to only such area, duration and scope of activity as shall be determined to be reasonable and enforceable by the court or other body having jurisdiction over the matter; and the Employee Consultant agrees that this §9 Section 6(d) as so amended shall be valid and binding as though any invalid or unenforceable provision had not been included herein. For purposes of this Section 6(d), Consultant and Company agree that Competitive Business shall mean the corrections or penal management businesses and the administration or servicing thereof, and the inmate telephone business and the pay telephone business generally.

Non-Competition. In consideration of the Employer’s obligations hereunder, during During the term of the Employee’s 's employment --------------- hereunder and during for a period of one (1) year thereafter or for a period of one year after any termination of the Designated Period (as defined herein)Employee's employment hereunder, the Employee will not (ia) anywhere within North America, engage, directly or indirectly, alone or as a shareholder (other than as a holder of stock of the Employer (or any of its affiliates) or as a holder of less than five percent (5%) of the common stock of any publicly traded corporation), partner, officer, member, director, employee employee, consultant or consultant otherwise of any other business or organization that (A) is engaged or becomes engaged in the business development and/or sale of providing publishing and printing software and/or the provision of services journalswhich (in the specific markets penetrated by the Employer or as to which, catalogsat or prior to the time of expiration of the initial or any extended term of this Agreement or at or prior to termination of the Employee's employment, and books it has taken significant steps to penetrate)(i) directly compete with the software sold by the Employer and/or with the services provided by the Employer or (Bii) is engaged in compete with any other business activity that the Employer is conducting at the time of the Employee’s termination or any activity related thereto of which the Employee had knowledge that the Employer proposes to conduct (the “Designated Industry”), (ii) divert to any competitor of the Employer (collectively referred to as "Competitive Business"); provided, however, that the Employee shall not be prevented from being employed by or consulting with any customer division, subsidiary or affiliate of any company engaged in a Competitive Business so long as the Employerdivision, subsidiary or affiliate of such company does not directly or indirectly engage in any Competitive Business or (iiib) solicit or encourage any officer, employee or consultant of the Employer to leave its employ for alternative employment. If during the said one-year period the Employee is employed or retained by another company, he shall, at least twenty one (21) days prior to commencement of employment by or with any competitor other duties for such company notify the Employer as to the name, address and telephone number of such company and the Employername of his new supervisor. The term “Designated Period” Employer shall mean a period following have the termination option to take reasonable steps to verify that such employment shall not violate the provisions of this Section 9. The Employee will continue to be bound by the Employee’s employment hereunder equal provisions of this ss.9 until their expiration, and shall not be entitled to any compensation from the Employer with respect thereto except as may be provided in ss.6(d) hereof; provided, however, that this ss.9 shall not apply if the Employer shall default in the payment of any amount due to the longer of Employee pursuant to ss.6(d) hereof and shall have failed to cure such default within twenty (a20) twelve (12) months and (b) days after written notice from the Severance PeriodEmployee specifying such default. If at any time the provisions of this §9 ss.9 shall be determined to be invalid or unenforceable, by reason of being vague or unreasonable as to area, duration or scope of activity, this §9 ss.9 shall be considered divisible and shall become and be immediately amended to only such area, duration and scope of activity as shall be determined to be reasonable and enforceable by the court or other body having jurisdiction over the matter; and the Employee agrees that this §9 ss.9 as so amended shall be valid and binding as though any invalid or unenforceable provision had not been included herein.

Non-Competition. In consideration For the period beginning with the Effective Date and continuing thereafter until, (x) if before the first annual anniversary of the Employer’s obligations hereunderEffective Date the expiration of six (6) months after termination of Employee's employment with the Company, during or (y) if after the term first annual anniversary of the Effective Date the expiration of nine (9) months after termination of Employee’s 's employment hereunder with the Company, then Employee covenants, warrants and during the Designated Period (as defined herein), the Employee represents that he will not not: (i) anywhere within North America, engage, engage directly or indirectly, alone or as a shareholder (other than as a holder of stock of the Employer (or any of its affiliates) or as a holder of less than five percent (5%) of the common stock of any publicly traded corporation)shareholder, partner, officer, director, employee or consultant of any other business organization organization, including as an agent or reseller of another company that (A) is engaged or becomes engaged in the business of providing publishing and printing services journals, catalogs, and books or (B) is engaged engages in any other business activity activities that are directly competitive with the Employer is conducting at Company, including but not limited to the time of the Employee’s termination web conferencing, eLearning or any activity related thereto of which the Employee had knowledge that the Employer proposes to conduct (the “Designated Industry”), audio conferencing industries; (ii) divert to any competitor of the Employer Company any customer of the EmployerCompany or induce a customer to cease doing business with the Company or, or (iii) solicit or encourage any officer, employee or consultant of the Employer Company to leave its employ for their employment with the Company or seek employment by or with any competitor of the EmployerCompany or hire directly or indirectly any employee of the Company. The term “Designated Period” shall mean a period following the termination parties hereto acknowledge that Employee's non-competition obligations hereunder will not preclude Employee from (i) owning less than 5% of the Employee’s employment hereunder equal common stock of any publicly traded corporation conducting business activities that are competitive with the Company or (ii) serving as an officer, director, stockholder or employee of an entity whose business operations are not competitive with those of the Company. Employee will continue to be bound by the longer provisions of (a) twelve (12) months this Section 9 until their expiration and (b) will not be entitled to any compensation from the Severance PeriodCompany with respect thereto. If at any time the provisions of this §Section 9 shall be are determined to be invalid or unenforceable, by reason of being vague or unreasonable as to area, duration or scope of activity, this §Section 9 shall will be considered divisible and shall will become and be immediately amended to only such area, duration and duration, scope of activity as shall will be determined to be reasonable and enforceable by the court or other body having jurisdiction over the matter; and the Employee agrees that this §Section 9 as so amended shall will be valid and binding as though any invalid or unenforceable provision had not been included herein.

Non-Competition. In consideration of the Employer’s obligations hereunder, during the term of the Employee’s employment hereunder and during the Designated Period (as defined herein), the Employee will not During (i) the Executive's employment with the Company and (ii) the two-year period immediately following the termination of the Executive's employment, the Executive (A) shall not engage, anywhere within North America, engagethe geographical areas in which any Xxxxxx Entity is then conducting its business operations, directly or indirectly, alone alone, in association with or as a shareholder (other than as a holder of stock of the Employer (or any of its affiliates) or as a holder of less than five percent (5%) of the common stock of any publicly traded corporation)shareholder, principal, agent, partner, officer, director, employee or consultant of any other business organization that (A) is engaged or becomes engaged organization, in the business of providing publishing and printing services journals, catalogs, and books or any Competitive Business; (B) is engaged in any other business activity that the Employer is conducting at the time of the Employee’s termination or any activity related thereto of which the Employee had knowledge that the Employer proposes to conduct (the “Designated Industry”), (ii) divert to any competitor of the Employer any customer of the Employer, or (iii) shall not solicit or encourage any officer, employee employee, independent contractor, vendor or consultant of any of the Employer Xxxxxx Entities to leave its the employ for employment by of, or with otherwise cease his relationship with, any competitor of the Employer. The term “Designated Period” Xxxxxx Entities; and (C) shall mean a period following not solicit, divert or take away, or attempt to divert or to take away, the termination business or patronage of any of the Employee’s employment hereunder equal to customers or accounts, or prospective customers or accounts, of any Xxxxxx Entity, which were contacted, solicited or served by any Xxxxxx Entity during the longer of (a) twelve (12) months and (b) time the Severance PeriodExecutive was employed by any Xxxxxx Entity. If at the Executive violates any time of the provisions of this §9 Section 6(d), following his termination of employment, the computation of the time period provided herein shall be tolled from the first date of the breach until the earlier of (i) the date judicial relief is obtained by the Company, (ii) the Company states in writing that it will seek no judicial relief for said violation, or (iii) the Executive provides satisfactory evidence to the Company that such breach has been remedied. If, at any time, the provisions of this Section 6(d) shall be determined to be invalid or unenforceable, by reason of being vague or unreasonable as to area, duration or scope of activity, this §9 Section 6(d) shall be considered divisible and shall become and be immediately amended to only such area, duration and scope of activity as shall be determined to be reasonable and enforceable by the court or other body having jurisdiction over the matter; and the Employee Executive agrees that this §9 Section 6(d) as so amended shall be valid and binding as though any invalid or unenforceable provision had not been included herein. For purposes of this Section 6, Executive and the Company agree that Competitive Business shall mean (i) the inmate telephone business, (ii) the business of selling, leasing or otherwise providing law enforcement management systems, jail management systems, victim notification systems and/or other tracking or record systems to inmate, jail or correctional facilities, and/or (iii) any business that any of the Xxxxxx Entities is engaged in as of the date of this Agreement and/or is engaged in (or is in the process of implementing the engagement in) at the time of the termination of Executive's employment.

Non-Competition. In consideration of the Employer’s obligations hereunder, Employee covenants and agrees that during the term Term and for a period of one (1) year following the termination of Employee’s 's employment hereunder and during the Designated Period for any reason or expiration of this Agreement (as defined herein), the Employee will not or two (2) years following (i) anywhere a non-renewal of the Agreement by the Company, and payment made to Employee, as required in Section 5(g), above, or (ii) any termination, if the Company elects to pay to Employee, in addition to all other amounts payable under this Agreement, an amount equal to the sum of (A) one additional Year's Base Salary at the rate then in effect and (B) the Target Bonus (calculated with reference to the date of termination of Employee's employment hereunder), such sum to be payable in bi-monthly installments during such second year), Employee shall not, on any vessel or within North Americaone hundred (100) miles of any non-vessel venue where, or from which, the Company is then conducting, or had in the then preceding two (2) years conducted, any part of its business, engage, directly or indirectly, alone whether as an individual, sole proprietor, or as a principal, agent, officer, director, employer, employee, consultant, independent contractor, partner or shareholder of any firm, corporation or other entity or group or otherwise, in any Competing Business; provided, however, that if the Company chooses not to renew this Agreement and does not pay Employee pursuant to Section 5(g) above, then Employee will not be bound by any non-compete agreement as provided in this Section 6(b). For purposes of this Agreement, the term "Competing Business" shall mean any individual, sole proprietorship, partnership, firm, corporation or other entity or group which offers or sells or attempts to offer or sell (i) spa services, skin or hair care products or degree or non-degree educational programs in massage therapy, skin care or related courses or (ii) any other services then offered or sold by the Company. Notwithstanding the foregoing, Employee is not precluded from (i) maintaining a passive investment in publicly held entities provided that Employee does not have more than as a holder of stock of the Employer (or any of its affiliates) or as a holder of less than five percent (5%) of the common stock of any publicly traded corporation), partner, officer, director, employee or consultant of any other business organization that (A) is engaged or becomes engaged in the business of providing publishing and printing services journals, catalogs, and books or (B) is engaged beneficial ownership in any other business activity that the Employer is conducting at the time of the Employee’s termination such entity; or any activity related thereto of which the Employee had knowledge that the Employer proposes to conduct (the “Designated Industry”), (ii) divert to serving as an officer or director of any competitor entity, the majority of the Employer any customer voting securities of the Employerwhich is owned, directly or (iii) solicit or encourage any officer, employee or consultant of the Employer to leave its employ for employment by or with any competitor of the Employer. The term “Designated Period” shall mean a period following the termination of the Employee’s employment hereunder equal to the longer of (a) twelve (12) months and (b) the Severance Period. If at any time the provisions of this §9 shall be determined to be invalid or unenforceableindirectly, by reason of being vague or unreasonable as to areathe Company (collectively, duration or scope of activity, this §9 shall be considered divisible and shall become and be immediately amended to only such area, duration and scope of activity as shall be determined to be reasonable and enforceable by the court or other body having jurisdiction over the matter; and the Employee agrees that this §9 as so amended shall be valid and binding as though any invalid or unenforceable provision had not been included hereina "Permitted Activity").

Non-Competition. In consideration of the Employer’s obligations hereunder, during the term of the Employee’s employment hereunder and during the Designated Period (as defined herein), the Employee will not During (i) the Consulting Period and (ii) the two-year period immediately following the expiration or earlier termination of the Consulting Period, the Consultant (A) shall not engage, anywhere within North America, engagethe geographical areas in which any Acquisition Entity is then conducting its business operations, directly or indirectly, alone alone, in association with or as a shareholder (other than as a holder of stock of the Employer (or any of its affiliates) or as a holder of less than five percent (5%) of the common stock of any publicly traded corporation)shareholder, principal, agent, partner, officer, director, employee or consultant of any other organization, in any "Competitive Business" which competes with any business organization that (A) is engaged or becomes engaged in the business of providing publishing and printing services journals, catalogs, and books or then being conducted by such Acquisition Entity; (B) is engaged in any other business activity that the Employer is conducting at the time of the Employee’s termination or any activity related thereto of which the Employee had knowledge that the Employer proposes to conduct (the “Designated Industry”), (ii) divert to any competitor of the Employer any customer of the Employer, or (iii) shall not solicit or encourage any officer, employee employee, independent contractor, vendor or consultant of any of the Employer Acquisition Entities to leave its the employ for employment by of, or with otherwise cease his relationship with, any competitor of the Employer. The term “Designated Period” Acquisition Entities; and (C) shall mean a period following not solicit, divert or take away, or attempt to divert or to take away, the termination business or patronage of any of the Employee’s customers or accounts, or prospective customers or accounts, of any Acquisition Entity, which were contacted, solicited or served by any Acquisition Entity during the time the Consultant was engaged by any Acquisition Entity (including any employment hereunder equal of the Consultant prior to the longer date hereof). Notwithstanding anything herein to the contrary, the Consultant will not be in violation of (a) twelve (12) months and (b) this provision if he owns five percent or less of the Severance Periodoutstanding voting stock of a publicly-traded corporation as to which the Consultant is neither an officer, director, nor employer. If If, at any time time, the provisions of this §9 Section 6(d) shall be determined to be invalid or unenforceable, by reason of being vague or unreasonable as to area, duration or scope of activity, this §9 Section 6(d) shall be considered divisible and shall become and be immediately amended to only such area, duration and scope of activity as shall be determined to be reasonable and enforceable by the court or other body having jurisdiction over the matter; and the Employee Consultant agrees that this §9 Section 6(d) as so amended shall be valid and binding as though any invalid or unenforceable provision had not been included herein. For purposes of this Section 6(d), Consultant and Company agree that Competitive Business shall mean the corrections or penal management businesses and the administration or servicing thereof, and the inmate telephone business and the pay telephone business generally.

Non-Competition. Executive acknowledges that his or her services to be rendered hereunder are of a special and unusual character that have a unique value to Company and the conduct of its Business, the loss of which cannot adequately be compensated by damages in an 9 Exhibit 10.31 action at law. In consideration view of the Employer’s obligations unique value to Company of the services of Executive for which Company has contracted hereunder, during the term and because of the Employee’s employment hereunder confidential information to be obtained by or disclosed to Executive as herein above set forth, and during as a material inducement to Company to enter into this Agreement and to pay and make available to Executive the Designated Period (as defined compensation and other benefits referred to herein), the Employee Executive covenants and agrees that Executive will not (i) anywhere within North America, engagenot, directly or indirectly, alone whether as principal, agent, trustee or as a shareholder through the agency of any corporation, partnership, association or agent (other than as a the holder of stock of the Employer (or any of its affiliates) or as a holder of less not more than five percent (5%) of the common total outstanding stock of any company the securities of which are traded on a regular basis on recognized securities exchanges): (a) while employed under this Agreement (i) work for (in any capacity, including without limitation as a director, officer or employee) any other entity engaged in cruises, with a minimum fleet size of 1,000 berths (including ships under construction or publicly traded corporationannounced to be built), partner, officer, director, employee or consultant cruise related businesses of any other business organization that (A) is engaged such entity or becomes engaged in the business of providing publishing and printing services journals, catalogs, and books or (B) is engaged in any other business activity that the Employer is conducting at the time of the Employee’s termination or any activity related thereto of which the Employee had knowledge that the Employer proposes to conduct (the “Designated Industry”), (ii) divert to any competitor of the Employer any customer of the Employerrecruit, or (iii) solicit otherwise influence or encourage any officer, employee or consultant attempt to induce employees of the Employer Company to leave its employ the employment of Company; and (b) for employment by or with any competitor of the Employer. The term “Designated Period” shall mean a two (2) year period immediately following the termination of Executive's employment pursuant to this Agreement (the Employee’s employment hereunder equal "Non-competition Period"), for any reason, serve as or be a consultant to or employee, officer, agent, director or owner of another entity engaged in cruises, with a minimum fleet size of 1,000 berths (including ships under construction or publicly announced to be built), or cruise related businesses of any such entity. Executive further agrees that during the longer of Non-competition Period, he or she shall not: (ai) twelve employ or seek to employ any person who is then employed or retained by Company or its affiliates (12) months and (b) the Severance Period. If or who was so employed or retained at any time within the six (6) month period prior to the last day of Executive’s employment with Company); or (ii) solicit, induce, or influence any proprietor, partner, stockholder, lender, director, officer, employee, joint venturer, investor, consultant, agent, lessor, supplier, customer or any other person or entity which has a business relationship with Company or its affiliates at any time during the Non-competition Period, to discontinue or reduce or modify the extent of such relationship with Company or any of its subsidiaries. Executive has carefully read and considered the provisions of Sections 9, 10, and 11 hereof and agrees that the restrictions set forth in such sections are fair and reasonable and are reasonably required for the protection of the interests of Company, its officers, directors, shareholders, and other employees, for the protection of the business of Company, and to ensure that Executive devotes his or her entire professional time, energy, and skills to the business of Company. Executive acknowledges that he or she is qualified to engage in businesses other than that described in this §9 Section 11. It is the belief of the parties, therefore, that the best protection that can be given to Company that does not in any way infringe upon the rights of Executive to engage in any unrelated businesses is to provide for the restrictions described above. In view of the substantial harm which would result from a breach by Executive of Sections 9, 10 and 11, the parties agree that the restrictions contained therein shall be determined enforced to be invalid or unenforceable, the maximum extent permitted by reason law as more particularly set forth in Section 13 below. In the event that any of being vague or unreasonable as to area, duration or scope of activity, this §9 said restrictions shall be considered divisible held unenforceable by any court of competent jurisdiction, the parties hereto agree that it is their desire that such court shall substitute a reasonable judicially enforceable limitation in place of any limitation deemed unenforceable and shall become and be immediately amended to only such areathat as so modified, duration and scope of activity as the covenant shall be determined to be reasonable and as fully enforceable as if it had been set forth herein by the court or other body having jurisdiction over the matter; and the Employee agrees that this §9 as so amended shall be valid and binding as though any invalid or unenforceable provision had not been included hereinparties. 10 Exhibit 10.31 12.

Non-Competition. In consideration return for the performance of the Employer’s obligations hereundermanagement duties described in Section 1 hereof, during the term Employment Term and for a period of one year thereafter in the event of the Employee’s employment hereunder and during termination of this Agreement pursuant to the Designated Period (as defined herein)provisions of Sections 5(a)(ii) or 5(b) hereof, the Employee will not (i) anywhere within North America, engageExecutive shall not, directly or indirectly, alone in any capacity whatsoever, either on Executive's own behalf or as a shareholder (other than as a holder of stock of the Employer (or any of its affiliates) or as a holder of less than five percent (5%) of the common stock of any publicly traded corporation), partner, officer, director, employee or consultant on behalf of any other business organization that person or entity with whom he may be employed or associated, (Ai) own any interest in, participate or engage in the day-to-day supervision, management, development, marketing or operation of any senior, assisted living or semi-acute care facilities (the "Business") either located within seven (7) miles from any facility in which Employer has a direct or indirect interest as of the date of the termination of this Agreement or within seven (7) miles from any facility or development site which Employer is engaged pursuing as of the date of the termination of this Agreement, or becomes (ii) pursue any senior, assisted living or semi-acute facility or any development site therefor (a) which Employer is pursuing as of the date of the termination of this Agreement, (b) with respect to which Employer has otherwise expressed an interest in pursuing prior to the date of the termination of this Agreement, or (c) of which Executive became aware prior to the date of termination of this Agreement but which Executive did not present to Employer (unless, after the Employment Term, such facility or site is presented to Employer and Employer elects not to pursue such facility or site). The provisions of the immediately preceding sentence shall not apply in the event (1) a Change of Control (as defined in the Stock Incentive Plan) has occurred and (2) as a result of the Change of Control, Executive's duties and responsibilities have significantly changed or are significantly diminished and (3) Executive terminates this Agreement pursuant to the provisions of Section 5(b) hereof. Furthermore, for a period of two years after any applicable Section 5 termination event, Executive shall not, directly or indirectly, solicit, attempt to hire or hire any employee of Employer. Notwithstanding the foregoing, nothing herein shall prohibit Executive from owning 5% or less of any securities of a competitor engaged in the business same Business if such securities are listed on a nationally recognized securities exchange or traded over-the-counter on the National Association of providing publishing and printing services journals, catalogs, and books Securities Dealers Automated Quotation System or (B) is engaged in any other business activity that the Employer is conducting at the time of the Employee’s termination or any activity related thereto of which the Employee had knowledge that the Employer proposes to conduct (the “Designated Industry”), (ii) divert to any competitor of the Employer any customer of the Employer, or (iii) solicit or encourage any officer, employee or consultant of the Employer to leave its employ for employment by or with any competitor of the Employer. The term “Designated Period” shall mean a period following the termination of the Employee’s employment hereunder equal to the longer of (a) twelve (12) months and (b) the Severance Period. If at any time the provisions of this §9 shall be determined to be invalid or unenforceable, by reason of being vague or unreasonable as to area, duration or scope of activity, this §9 shall be considered divisible and shall become and be immediately amended to only such area, duration and scope of activity as shall be determined to be reasonable and enforceable by the court or other body having jurisdiction over the matter; and the Employee agrees that this §9 as so amended shall be valid and binding as though any invalid or unenforceable provision had not been included hereinotherwise.

Non-Competition. In consideration of the Employer’s obligations hereunder, during During the term of the Employee’s 's employment hereunder and during until one (1) year after termination of the Designated Period (as defined herein)Employee's employment hereunder, the Employee will not (ia) anywhere within North Americain any region in which the Employer or any of its subsidiaries (including, without limitation, any of the Bishxx Xxxpanies) operate, engage, directly or indirectly, alone or as a shareholder (other than as a holder of stock of the Employer (or any of its affiliates) or as a holder of less than five percent (5%) of the common stock of any publicly traded corporation), partner, officer, director, employee or consultant of any other business organization that (A) is engaged or becomes engaged in the business of providing publishing and printing services journalsmanufacturing or distributing aluminum, catalogs, and books wood or (B) is engaged vinyl windows or doors or in any other business activity that the Employer or any of the Bishxx Xxxpanies is conducting at the time of the Employee’s 's termination or any activity related thereto of which has notified the Employee had knowledge that the Employer it proposes to conduct (the “"Designated Industry”"), (iib) divert to any competitor of the Employer in the Designated Industry any customer of the EmployerEmployer or of any of the Bishxx Xxxpanies, or (iiic) solicit or encourage any officer, employee or consultant of the Employer or of any of the Bishxx Xxxpanies to leave its employ for employment by or with any competitor of the Employer. The term “Designated Period” shall mean a period following the termination Employer or of any of the Employee’s employment hereunder equal to Bishxx Xxxpanies in the longer of (a) twelve (12) months and (b) the Severance PeriodDesignated Industry. If at any time the provisions of this §9 Section 10 shall be determined to be invalid or unenforceable, by reason of being vague or unreasonable as to area, duration or scope of activity, this §9 Section 10 shall be considered divisible and shall become and be immediately amended to only such area, duration and scope of activity as shall be determined to be reasonable and enforceable by the court or other body having jurisdiction over the matter; and the Employee agrees that this §9 Section 10 as so amended shall be valid and binding as though any invalid or unenforceable provision had not been included herein.

Non-Competition. In consideration For the period beginning with the Effective Date and continuing thereafter until, (x) if before the first annual anniversary of the Employer’s obligations hereunderEffective Date the expiration of six (6) months after termination of Employee's employment with the Company, during or (y) if after the term first annual anniversary of the Effective Date the expiration of nine (9) months after termination of Employee’s 's employment hereunder with the Company, then Employee covenants, warrants and during the Designated Period (as defined herein), the Employee represents that he will not not: (i) anywhere within North America, engage, engage directly or indirectly, alone or as a shareholder (other than as a holder of stock of the Employer (or any of its affiliates) or as a holder of less than five percent (5%) of the common stock of any publicly traded corporation)shareholder, partner, officer, director, employee or consultant of any other business organization that (A) is engaged or becomes engaged in the business of providing publishing and printing services journals, catalogs, and books or (B) is engaged engages in any other business activity activities that are directly competitive with the Employer is conducting at the time of the Employee’s termination or any activity related thereto of which the Employee had knowledge that the Employer proposes to conduct (the “Designated Industry”), Company; (ii) divert to any competitor of the Employer Company any customer of the EmployerCompany or induce a customer to cease doing business with the Company or, or (iii) solicit or encourage any officer, employee or consultant of the Employer Company to leave its employ for their employment with the Company or seek employment by or with any competitor of the EmployerCompany. The term “Designated Period” shall mean a period following the termination parties hereto acknowledge that Employee's non-competition obligations hereunder will not preclude Employee from (i) owning less than 5% of the Employee’s employment hereunder equal common stock of any publicly traded corporation conducting business activities that are competitive with the Company or (ii) serving as an officer, director, stockholder or employee of an entity whose business operations are not competitive with those of the Company. Employee will continue to be bound by the longer provisions of (a) twelve (12) months this Section 9 until their expiration and (b) will not be entitled to any compensation from the Severance PeriodCompany with respect thereto. If at any time the provisions of this §Section 9 shall be are determined to be invalid or unenforceable, by reason of being vague or unreasonable as to area, duration or scope of activity, this §Section 9 shall will be considered divisible and shall will become and be immediately amended to only such area, duration and duration, scope of activity as shall will be determined to be reasonable and enforceable by the court or other body having jurisdiction over the matter; and the Employee agrees that this §Section 9 as so amended shall will be valid and binding as though any invalid or unenforceable provision had not been included herein.

Non-Competition. In consideration of the Employer’s obligations hereundercompensation and other benefits to be paid to the Employee under this Agreement and other additional valuable consideration, during the term receipt and sufficiency of which is hereby acknowledged, and in view of the unique value to Corporation of the services of Employee and the confidential information obtained by or disclosed to Employee pursuant to the employment relationship embodied herein, for and in additional consideration of One Hundred and no/100 Dollars ($100.00), which is payable within ninety (90) days of termination of employment and additional valuable consideration (such additional consideration acknowledged by Corporation and Employee as including but not limited to Employee’s 's employment hereunder and during the Designated Period (as defined hereinEmployee's continued employment), the Employee will not agrees that, beginning on the data of this agreement and continuing for two (i2) anywhere within North America, engageyears after the date which is the later of (a) the termination of the Employee's employment with the Corporation (including any period of this Employee's continued employment or engagement as an employee or consultant following expiration of the term of this Agreement) (the "Termination Date") he shall not, directly or indirectly, alone for his own account or as agent, employee, officer, director, trustee, member, consultant or partner, or as a shareholder (other than as a holder stockholder or equity owner of stock of the Employer (any corporation or any of its affiliates) or as a holder of other entity (except that he may own securities constituting less than five percent (5%) of the common stock any class of securities of a public company) , or member of any publicly traded corporation)firm or otherwise, partner(a) engage or attempt to engage, officerin the Restricted Territory (as hereinafter defined) , director, employee in the business (as hereinafter defined) or consultant of any other business organization that (A) or activity which is engaged the same as, substantially similar to or becomes engaged in directly or indirectly competitive with the business of providing publishing and printing services journals, catalogs, and books or (B) is engaged in any other business activity that conducted by the Employer is conducting corporation at the Employee's termination date, (b) employ or solicit the employment of any person who is employed by the Corporation at the Employee's termination date or at any time during the six-month period preceding the Employee's termination date, (c) canvass or solicit business in competition with the business conducted by the Corporation immediately prior to the termination date from any person or entity who during the six-month period preceding the termination date shall have been a customer or client of the Employee’s termination Corporation, or from any activity related thereto person or entity which the Employee has reason to believe might thereafter become a customer or client of the Corporation as a result of marketing, contacts or other facts and circumstances of which the Employee had knowledge that is aware, (d) willfully dissuade or discourage any person or entity from using, employing or conducting business with the Employer proposes Corporation or (e) disrupt or interfere with, or seek to conduct disrupt or interfere with, the business or contractual relationship between the Corporation and any supplier who during the six-month period preceding the termination date shall have supplied components, materials or services to the Corporation. For purposes of this Agreement, the term Restricted Territory shall mean anywhere in the world. Business is defined as the inventing, developing, marketing, sales, and manufacture of gaming and gaming related products and services and any other lawful business activity engaged in by the Corporation on the termination date. Notwithstanding the foregoing, the restrictions imposed by this Section 14. or Sections 15. through 17. hereof shall not in any manner be construed to prohibit, directly or indirectly, the Employee from serving as an employee of the Corporation in accordance with the terms and conditions of this Agreement. Employee may continue to engage in his gaming industry consulting business as presently conducted (the “Designated Industry”which does not include product development or improvement), (ii) divert and Employee may continue to maintain ownership of intellectual property developed in such consulting business except for any competitor ideas or inventions for products, other patentable matters, developments, and information, all of which shall be the property of the Employer any customer of the EmployerCorporation pursuant to paragraphs 16, or (iii) solicit or encourage any officer17, employee or consultant of the Employer to leave its employ for employment by or with any competitor of the Employer. The term “Designated Period” shall mean a period following the termination of the Employee’s employment hereunder equal to the longer of (a) twelve (12) months and (b) the Severance Period. If at any time the provisions of this §9 shall be determined to be invalid or unenforceable, by reason of being vague or unreasonable as to area, duration or scope of activity, this §9 shall be considered divisible and shall become and be immediately amended to only such area, duration and scope of activity as shall be determined to be reasonable and enforceable by the court or other body having jurisdiction over the matter; and the Employee agrees that this §9 as so amended shall be valid and binding as though any invalid or unenforceable provision had not been included herein19.

Non-Competition. In consideration view of the Employer’s obligations hereunderunique and valuable services it is expected the Executive will render to the Company, Insignia\ESG and the Parent Company, the Executive's knowledge of the customers, trade secrets, and other proprietary information relating to the business of the Company and Insignia\ESG and their customers and suppliers, and similar knowledge regarding the Parent Company it is expected the Executive will obtain, the Executive agrees that (i) so long as he is employed by the Company and Insignia\ESG pursuant to this Agreement or otherwise and (ii) for a period of two (2) years after the Termination for Cause (as hereinafter defined) of such employment or the Executive's termination of such employment during the term Employment Period, he will not compete with or be engaged in the same business as, or "Participate In" (as hereinafter defined) any other business or organization which, at the time of the Employee’s employment hereunder and during cessation of the Designated Period Employment Period, competes with or is engaged in the Business (as defined herein)in the Purchase Agreement) or the same business as the Company, Insignia\ESG, or the Employee will Parent Company, with respect to any product or service sold or activity engaged in by the Company, Insignia\ESG, or the Parent Company in any geographical area which at the time of such cessation such product or service is sold or activity is engaged in by the Company, Insignia\ESG or the Parent Company; provided, however, that the provisions of this Section 5 shall not be interpreted to preclude the Executive, at any time and from time to time, from (i) anywhere within North America, engage, directly or indirectly, alone or as Participating In any other organization if approved by a shareholder (other than as a holder of stock majority of the Employer Directors of the Parent Company, or (or any of its affiliatesii) or as a holder of less owning not more than five percent (5%) of the common outstanding capital stock of any publicly publicly-traded corporation), partner, officer, director, employee or consultant of any other business organization that (A) is engaged or becomes engaged in the business of providing publishing and printing services journals, catalogs, and books or (B) is engaged in any other business activity that the Employer is conducting at the time of the Employee’s termination or any activity related thereto of which the Employee had knowledge that the Employer proposes to conduct (the “Designated Industry”), (ii) divert to any competitor of the Employer any customer of the Employer, person or (iii) solicit as set forth on Exhibit A. In the event of a Termination Without Cause (as hereinafter defined) of Executive's employment the Executive shall, at his election, either (i) observe the non-competition agreement set forth in the first sentence of this Section 5(a) for the remainder of the Employment Period and continue to receive the compensation provided for herein, or encourage (ii) accept other employment (the "Competing Employment") in the real estate industry which violates the non-competition agreement set forth in the first sentence of this Section 5(a) and receive compensation at the annual rate of $1,000,000 less the aggregate amount of compensation payable to him from the Competing Employment for the remainder of the Employment Period. In the event this Agreement is not extended beyond the Employment Period, the Executive shall not be bound by the non-competition agreement set forth in the first sentence of this Section 5(a). The terms "Participate In" and "Participating In" shall mean: "directly or indirectly, for his own benefit or for, with, or through any other person, own or owning, manage or managing, operate or operating, control or controlling, loan money to or lending money to, or participate in or participating in, as the case may be, the ownership, management, operation, or control of, or be connected or being connected, as the case may be, as a director, officer, employee employee, partner, consultant, agent, independent contractor, or consultant otherwise with, or acquiesce or acquiescing, as the case may be, in the use of the Employer to leave its employ for employment by or with any competitor of the Employer. The term “Designated Period” shall mean a period following his name in." Notwithstanding the termination or failure to extend the term of this Agreement for any reason, the Employee’s employment hereunder equal to the longer of (a) twelve (12) months and (b) the Severance Period. If Executive will not directly or indirectly employ any person who, at any time up to such cessation of Executive's employment, was an employee of the provisions Company, Insignia\ESG, or the Parent Company, within a period of two years after such person leaves the employ of the Company, Insignia\ESG, or the Parent Company or any of its affiliates other than his personal secretary. In addition, notwithstanding the termination or failure to extend the term of this §9 shall be determined Agreement for any reason, the Executive agrees that following the Employment Period, he will not solicit anyone for the purpose of providing management, leasing or related real estate services with respect to be invalid or unenforceable, by reason of being vague or unreasonable as to area, duration or scope of activity, this §9 shall be considered divisible the properties then managed and shall become and be immediately amended to only such area, duration and scope of activity as shall be determined to be reasonable and enforceable the clients then served by the court Company, Insignia\ESG, or other body having jurisdiction over the matter; and the Employee agrees that this §9 as so amended shall be valid and binding as though any invalid or unenforceable provision had not been included hereinParent Company.

Non-Competition. In consideration of the Employer’s obligations hereunderThe Executive covenants and agrees that, during the term of the EmployeeExecutive’s employment hereunder and during for a period of one (1) year thereafter (to the Designated Period (as defined hereinextent permitted by law), the Employee Executive will not (i) anywhere within North Americaat any time, engagein the United States or any other jurisdiction in which the Company. the Parent or their respective corporate controlled affiliates is engaged or has reasonably firm plans to engage in business, directly or indirectly, alone or whether as a shareholder (other than as a holder of stock of the Employer (or any of its affiliates) or as a holder of less than five percent (5%) of the common stock of any publicly traded corporation)principal, partnerinvestor, employee, consultant, independent contractor, officer, director, employee board member, manager, partner, agent, or consultant of otherwise, alone or in association with any other person, firm, corporation, or business organization organization, work for, become employed by, engage in, carry on, provide services to, or assist in any manner (whether or not for compensation or gain) a person or entity that engages in any business in which the Company, the Parent, or any of their corporate controlled affiliates is engaged (a “Competing Business”), where Executive’s position or service for such Competing Business relates to Executive’s positions with or the types of services performed by the Executive for the Company, the Parent, or any of their corporate controlled affiliates, or is otherwise competitive with the Company’s, the Parent’s, or any of their corporate controlled affiliates’ products or services; provided, however, that the foregoing will not prohibit the Executive from (i) serving on a board of directors (or comparative bodies) of other entities where the Parent has given prior permission, (ii) after the occurrence of both a Change of Control (as defined in Section 11) and the termination of the Executive’s employment, being employed by (A) a campus-based institution of higher education that derives no more than twenty percent (20%) of its revenues from online education, provided, that the Executive is engaged or becomes not predominantly engaged in supporting the business of providing publishing and printing services journalsonline education, catalogs, and books or (B) is engaged in any other business activity an online learning company that the Employer is conducting at the time of the Employee’s termination or any activity related thereto of which the Employee had knowledge that the Employer proposes to conduct (the “Designated Industry”), (ii) divert to any competitor of the Employer any customer of the Employerdoes not provide higher education, or (iii) solicit serving as a faculty member, “scholar in residence” or encourage any officersimilar academic position, employee or consultant provide, that the Executive does not engage in administrative matters, other than to a de minimis extent. Notwithstanding the foregoing, the ownership by the Executive of less than one percent (1%) of the Employer to leave its employ for employment by or with outstanding stock of any competitor of the Employer. The term “Designated Period” corporation listed on a national securities exchange shall mean not be deemed a period following the termination of the Employee’s employment hereunder equal to the longer of (a) twelve (12) months and (b) the Severance Period. If at any time the provisions violation of this §9 shall be determined to be invalid or unenforceable, by reason of being vague or unreasonable as to area, duration or scope of activity, this §9 shall be considered divisible and shall become and be immediately amended to only such area, duration and scope of activity as shall be determined to be reasonable and enforceable by the court or other body having jurisdiction over the matter; and the Employee agrees that this §9 as so amended shall be valid and binding as though any invalid or unenforceable provision had not been included hereinSection 9(a).

Non-Competition. In consideration of the Employer’s obligations hereunder, during During the term of the Employee’s employment hereunder and during for the Designated Period (as defined herein)below) after termination of the Employee’s employment hereunder, the Employee will not (ia) anywhere within North Americaany country, engagestate or province in which any Company conducts business, directly provide or indirectly, alone or undertake (as a shareholder (other than as a holder of stock of the Employer (or any of its affiliates) or as a holder of less than five percent (5%) of the common stock of any publicly traded corporation), partner, an officer, director, employee employee, consultant, advisor or consultant otherwise) any services, roles, duties or responsibilities that are the same as, substantially similar to or analogous to any of the services, roles, duties or responsibilities provided or undertaken by the Employee for the Companies to or for any other business organization that (A) is engaged or becomes engaged in the business of providing publishing and printing the same or any substantially similar services journals, catalogs, and books or (B) is engaged in products offered or planned to be offered by any other business activity that of the Employer is conducting Companies during the term of the Employee’s employment or at the time of the Employee’s termination or that any activity related thereto of which Company has notified the Employee had knowledge at any time prior to the time of such termination that the Employer it proposes to conduct and for which any of the Companies have, prior to the time of such termination, expended substantial resources (the “Designated Industry”), or (iib) divert to solicit any competitor employee of any of the Employer any customer of the Employer, or (iii) solicit or encourage any officer, employee or consultant of the Employer Companies to leave its employ for alternative employment, or hire or offer employment by or with to any competitor person to whom the Employee actually knows any of the EmployerCompanies has offered employment. The For purposes hereof, the term “Designated Period” shall mean a period following the termination of (i) if the Employee’s employment hereunder equal is terminated (A) by the Employer pursuant to §6(d), (B) in connection with the longer of Employer’s election not to renew the Term or any Renewal Term pursuant to §3 above, or (aC) by the Employee pursuant to §6(e), twelve (12) months and (bii) in all other cases, eighteen (18) months. The Employee acknowledges that the Severance Periodprovisions of this §9 are essential to protect the business and goodwill of the Companies. The Employee will continue to be bound by the provisions of this §9 until their expiration and shall not be entitled to any compensation from the Employer with respect thereto except as provided above. If at any time the provisions of this §9 shall be determined to be invalid or unenforceable, unenforceable by reason of being vague or unreasonable as to area, duration or scope of activity, this §9 shall be considered divisible and shall become and be immediately amended to only such area, duration and scope of activity as shall be determined to be reasonable and enforceable by the court or other body having jurisdiction over the matter; and the Employee agrees that this §9 as so amended shall be valid and binding as though any invalid or unenforceable provision had not been included herein. The Employee hereby acknowledges that he has agreed to be bound by the provisions of this §9 in consideration for the compensation, severance and other benefits to be provided by the Employer to the Employee pursuant to the terms of this Agreement. Notwithstanding the foregoing, nothing herein shall be deemed to restrict the Employee from practicing law with any law firm or law practice that has not been established by the Employee for the primary purpose of providing legal services to a single client in the Designated Industry and that has not retained or engaged the Employee for the primary purpose of providing legal services to a single client in the Designated Industry.