Common use of Non-Competition Clause in Contracts

Non-Competition. (a) During the Term of this Agreement and one (1) year thereafter (except in the event that Employee’s employment hereunder is terminated without “cause”) (the "Restricted Period"), Employee shall not, without the written consent of the Company, directly or indirectly, (i) become associated with, render services to, invest in, represent, advise or otherwise participate in as an officer, employee, director, stockholder, partner, member, promoter, agent of, consultant for or otherwise, any business which is conducted anyone in world and which is competitive with the Business conducted by the Company; or (ii) for Employee’s own account or for the account of any other person or entity (A) interfere with the Company’s relationship with any of its suppliers, customers, accounts, brokers, representatives or agents or (B) solicit or transact any business with any customer, account or supplier of the Company who or which transacts, has transacted or proposes to transact business with the Company at any time during the Term of this Agreement; or (iii) employ or otherwise engage, or solicit, entice or induce on behalf of Employee or any other person or entity, the services, retention or employment of any person who has been an employee, principal, partner, stockholder, sales representative, trainee, consultant to or agent of the Company within one year of the date of such offer or solicitation. Notwithstanding any provisions in this Section 7, (1) this Section 7 shall not prohibit Employee from purchasing or owning up to five percent (5%) of the outstanding capital stock of a company which has a class of securities registered under Section 12 of the Securities Act of 1934, as amended and (2) to the extent not inconsistent with Employee’s obligations under this Agreement, Employee may engage in charitable or civic activities and make passive investments which are non-competitive and non-conflicting with the Company’s Business.

Non-Competition. (a) During As a condition to the Term right of this Agreement and one (1) year thereafter (except in the event Executive to receive severance payments hereunder, the Executive must, upon termination of his or her employment, enter into a binding agreement with the Company agreeing that Employee’s employment hereunder is terminated without “cause”) (the "Restricted Period"), Employee shall notthat, without the written consent of the CompanyBoard, the Executive will not, at any time for a period of two years following termination of employment, acting alone or in conjunction with others, directly or indirectly (i) engage (either as owner, investor, partner, stockholder, employer, employee, consultant, advisor, or director) in any business in which he has been directly engaged on behalf of the Company or any affiliate, or has supervised as an executive thereof, during the last two years prior to such termination, or which was engaged in or planned by the Company or an affiliate at the time of such termination, in the geographic area of New York, New Jersey, Pennsylvania, or Delaware; (ii) induce any customers of the Company or any of its affiliates with whom Executive has had contacts or relationships, directly or indirectly, (i) become associated with, render services to, invest in, represent, advise or otherwise participate in as an officer, employee, director, stockholder, partner, member, promoter, agent of, consultant for or otherwise, any business which is conducted anyone in world during and which is competitive within the scope of his employment with the Business conducted by the Company; Company or (ii) for Employee’s own account or for the account of any other person or entity (A) interfere with the Company’s relationship with any of its suppliersaffiliates, customers, accounts, brokers, representatives to curtail or agents or (B) solicit or transact any business with any customer, account or supplier of the Company who or which transacts, has transacted or proposes to transact cancel their business with the Company at or any time during such affiliate; (iii) induce, or attempt to influence, any employee of the Term Company or any of this Agreementits affiliates to terminate employment; or (iiiiv) employ solicit, hire or otherwise engageretain as an employee or independent contractor, or solicitassist any third party in the solicitation, entice hire, or induce retention as an employee or independent contractor, any person who during the previous 12 months was an employee of the Company or any affiliate; provided, however, that activities engaged in by or on behalf of Employee or any the Company are not restricted by this covenant. The provisions of subparagraphs (i), (ii), (iii), and (iv) above shall be separate and distinct commitments independent of each of the other person or entity, subparagraphs. It is agreed that the services, retention or employment ownership of not more than one percent of the equity securities of any person who has been an employeecompany having securities listed on a securities exchange or regularly traded in the over-the-counter market shall not, principalof itself, partner, stockholder, sales representative, trainee, consultant to or agent be deemed inconsistent with clause (i) of the Company within one year of the date of such offer or solicitation. Notwithstanding any provisions in this Section 7, (1) this Section 7 shall not prohibit Employee from purchasing or owning up to five percent (5%) of the outstanding capital stock of a company which has a class of securities registered under Section 12 of the Securities Act of 1934, as amended and (2) to the extent not inconsistent with Employee’s obligations under this Agreement, Employee may engage in charitable or civic activities and make passive investments which are non-competitive and non-conflicting with the Company’s Business11(a).

Non-Competition. Without the consent in writing of the Board, upon the Executive's Date of Termination for any reason, Executive will not, for a period of six (a6) During the Term of this Agreement and one consecutive calendar months thereafter, acting alone or in conjunction with others, directly or indirectly (1i) year thereafter engage (except either as owner, investor, partner, stockholder, employer, employee, consultant, advisor or director (other than as below)) in any business in the event that Employee’s employment hereunder continental United States which is terminated without “cause”) (a material business conducted by the "Restricted Period"), Employee shall not, without Company or any of its subsidiaries on the written consent date of the Companyconsummation of a Change of Control in which he has been directly engaged, or has supervised as an executive, on the date of the consummation of the Change of Control and which is directly in competition with a material business then conducted by the Company or any of its subsidiaries on the date of the consummation of the Change of Control; (ii) induce any customers of the Company or any of its subsidiaries with whom Executive has had contacts or relationships, directly or indirectly, (i) become associated with, render services to, invest in, represent, advise or otherwise participate in as an officer, employee, director, stockholder, partner, member, promoter, agent of, consultant for or otherwise, any business which is conducted anyone in world during and which is competitive within the scope of his employment with the Business conducted by the Company; Company or (ii) for Employee’s own account or for the account of any other person or entity (A) interfere with the Company’s relationship with any of its supplierssubsidiaries, customers, accounts, brokers, representatives to curtail or agents or (B) solicit or transact any cancel their business with such companies or any customer, account or supplier of the Company who or which transacts, has transacted or proposes to transact business with the Company at any time during the Term of this Agreementthem; or (iii) employ or otherwise engageinduce, or solicitattempt to influence, entice or induce on behalf any employee of Employee the Company or any of its subsidiaries to terminate employment. The provisions of subparagraphs (i), (ii), and (iii) above are separate and distinct commitments independent of each of the other person or entity, subparagraphs. It is agreed that the services, retention or employment ownership of not more than one percent of the equity securities of any person who has been company having securities listed on an exchange or regularly traded in the over-the-counter market shall not, of itself, be deemed inconsistent with clause (i) of this paragraph (a), neither shall service (whether as an employee, principalofficer, partnerdirector or consultant) with respect to Commercial Intertech Corp., stockholdernor shall service as a member of a board of directors on which Executive is serving on the Date of Termination (including any successor board thereto) be deemed, sales representativeof itself, trainee, consultant to or agent be inconsistent with clause (i) of this paragraph (a). The Executive and the Company agree that the value to be assigned to the obligations of the Company within one year of the date of such offer or solicitation. Notwithstanding any provisions in Executive under this Section 7, paragraph (1a) this Section 7 shall not prohibit Employee from purchasing or owning up is an amount equal to five fifty percent (550%) of the outstanding capital stock Executive's Annual Base Salary and Recent Annual Bonus. Violation of a company which has a class of securities registered under Section 12 of the Securities Act of 1934, as amended and 11(a) or (2b) shall not require Executive to the extent not inconsistent with Employee’s obligations under this Agreement, Employee may engage in charitable return any payment or civic activities and make passive investments which are non-competitive and non-conflicting with the Company’s Businessbenefit previously distributed to Executive.

Non-Competition. Without the consent in writing of the Board, upon the Executive's Date of Termination for any reason, Executive will not, for a period of eighteen (a18) During the Term of this Agreement and one consecutive months thereafter, acting alone or in conjunction with others, directly or indirectly (1i) year thereafter engage (except either as owner, investor, partner, stockholder, employer, employee, consultant, advisor or director (other than as below)) in any business in the event that Employee’s employment hereunder continental United States which is terminated without “cause”) (a material business conducted by the "Restricted Period"), Employee shall not, without Company or any of its subsidiaries on the written consent date of the Companyconsummation of a Change of Control in which he has been directly engaged, or has supervised as an executive, on the date of the consummation of the Change of Control and which is directly in competition with a material business then conducted by the Company or any of its subsidiaries on the date of the consummation of the Change of Control; (ii) induce any customers of the Company or any of its subsidiaries with whom Executive has had contacts or relationships, directly or indirectly, (i) become associated with, render services to, invest in, represent, advise or otherwise participate in as an officer, employee, director, stockholder, partner, member, promoter, agent of, consultant for or otherwise, any business which is conducted anyone in world during and which is competitive within the scope of his employment with the Business conducted by the Company; Company or (ii) for Employee’s own account or for the account of any other person or entity (A) interfere with the Company’s relationship with any of its supplierssubsidiaries, customers, accounts, brokers, representatives to curtail or agents or (B) solicit or transact any cancel their business with such companies or any customer, account or supplier of the Company who or which transacts, has transacted or proposes to transact business with the Company at any time during the Term of this Agreementthem; or (iii) employ or otherwise engageinduce, or solicitattempt to influence, entice or induce on behalf any employee of Employee the Company or any of its subsidiaries to terminate employment. The provisions of subparagraphs (i), (ii), and (iii) above are separate and distinct commitments independent of each of the other person or entity, subparagraphs. It is agreed that the services, retention or employment ownership of not more than one percent of the equity securities of any person who has been company having securities listed on an exchange or regularly traded in the over-the-counter market shall not, of itself, be deemed inconsistent with clause (i) of this paragraph (a), neither shall service (whether as an employee, principalofficer, partnerdirector or consultant) with respect to CUNO Incorporated, stockholdernor shall service as a member of a board of directors on which Executive is serving on the Date of Termination (including any successor board thereto) be deemed, sales representativeof itself, trainee, consultant to or agent be inconsistent with clause (i) of this paragraph (a). The Executive and the Company agree that the value to be assigned to the obligations of the Company within Executive under this paragraph (a) is an amount equal to one year of the date of such offer or solicitation. Notwithstanding any provisions in this Section 7, (1) this Section 7 shall not prohibit Employee from purchasing or owning up to five hundred percent (5100%) of the outstanding capital stock Executive's Annual Base Salary and Recent Annual Bonus. Violation of a company which has a class of securities registered under Section 12 of the Securities Act of 1934, as amended and 11(a) or (2b) shall not require Executive to the extent not inconsistent with Employee’s obligations under this Agreement, Employee may engage in charitable return any payment or civic activities and make passive investments which are non-competitive and non-conflicting with the Company’s Businessbenefit previously distributed to Executive.

Non-Competition. (a) During As a condition to the Term right of this Agreement and one (1) year thereafter (except in the event Executive to receive severance payments hereunder, the Executive must, upon termination of his or her employment, enter into a binding agreement with the Company agreeing that Employee’s employment hereunder is terminated without “cause”) (the "Restricted Period"), Employee shall notthat, without the written consent of the CompanyBoard, the Executive will not, at any time for a period of two years following termination of employment, acting alone or in conjunction with others, directly or indirectly (i) engage (either as owner, investor, partner, stockholder, employer, employee, consultant, advisor, or director) in any business in which he has been directly engaged on behalf of the Company or any affiliate, or has supervised as an executive thereof, during the last two years prior to such termination, or which was engaged in or planned by the Company or an affiliate at the time of such termination, in the geographic area of New York, New Jersey, Pennsylvania, or Delaware; (ii) induce any customers of the Company or any of its affiliates with whom the Executive has had contacts or relationships, directly or indirectly, (i) become associated with, render services to, invest in, represent, advise or otherwise participate in as an officer, employee, director, stockholder, partner, member, promoter, agent of, consultant for or otherwise, any business which is conducted anyone in world during and which is competitive within the scope of his employment with the Business conducted by the Company; Company or (ii) for Employee’s own account or for the account of any other person or entity (A) interfere with the Company’s relationship with any of its suppliersaffiliates, customers, accounts, brokers, representatives to curtail or agents or (B) solicit or transact any business with any customer, account or supplier of the Company who or which transacts, has transacted or proposes to transact cancel their business with the Company at or any time during such affiliate; (iii) induce, or attempt to influence, any employee of the Term Company or any of this Agreementits affiliates to terminate employment; or (iiiiv) employ solicit, hire or otherwise engageretain as an employee or independent contractor, or solicitassist any third party in the solicitation, entice hire, or induce retention as an employee or independent contractor, any person who during the previous 12 months was an employee of the Company or any affiliate; provided, however, that activities engaged in by or on behalf of Employee or any the Company are not restricted by this covenant. The provisions of subparagraphs (i), (ii), (iii), and (iv) above shall be separate and distinct commitments independent of each of the other person or entity, subparagraphs. It is agreed that the services, retention or employment ownership of not more than one percent of the equity securities of any person who has been an employeecompany having securities listed on a securities exchange or regularly traded in the over-the-counter market shall not, principalof itself, partner, stockholder, sales representative, trainee, consultant to or agent be deemed inconsistent with clause (i) of the Company within one year of the date of such offer or solicitation. Notwithstanding any provisions in this Section 7, (1) this Section 7 shall not prohibit Employee from purchasing or owning up to five percent (5%) of the outstanding capital stock of a company which has a class of securities registered under Section 12 of the Securities Act of 1934, as amended and (2) to the extent not inconsistent with Employee’s obligations under this Agreement, Employee may engage in charitable or civic activities and make passive investments which are non-competitive and non-conflicting with the Company’s Business11(a).

Non-Competition. As a part of the inducement to Buyer to enter into this Agreement, Sellers hereby agree that for a period of three (a3) During the Term of this Agreement and one (1) year thereafter (except in the event that Employee’s employment hereunder is terminated without “cause”) years (the "Restricted PeriodCovenant Term") from the date hereof, Sellers shall not, nor shall any division of any of the Sellers or any corporation which Mark XX xxxectly or indirectly controls the management of or owns more than fifty percent (50%) of the total number of outstanding shares entitled to vote, or their successors and assigns (hereinafter referred to as "Sellers' Affiliates"), Employee shall not, without the prior express written consent of the CompanyBuyer, own, manage, operate, or control, directly or indirectly, any business, firm or corporation which is engaged anywhere in the world in the manufacture or sale of any products which are manufactured and sold by the Filter Business prior to the Closing Date (i) become associated withhereinafter the "Products"). Notwithstanding the foregoing, render services to, invest in, represent, advise nothing herein shall be deemed to limit or otherwise participate in as an officer, employee, director, stockholder, partner, member, promoter, agent of, consultant for or otherwise, any business which is conducted anyone in world and which is competitive with restrict the Business conducted by the Company; or (ii) for Employee’s own account or for the account rights of any other person division, subsidiary or entity (A) interfere with affiliate of Mark XX xxxch is not engaged in the Company’s relationship with 90 97 Filter Business from continuing, after the Closing Date, to conduct its business in the same manner as such business was conducted prior to the Closing Date. Ownership or purchase by Mark XX xx any of its suppliersdirect or indirect subsidiaries at or after the time of Closing, customers, accounts, brokers, representatives or agents or (B) solicit or transact any business with any customer, account or supplier of the Company who or which transacts, has transacted or proposes to transact business with the Company at any time during the Term of this Agreement; or (iii) employ or otherwise engage, or solicit, entice or induce on behalf of Employee or any other person or entity, the services, retention or employment of any person who has been an employee, principal, partner, stockholder, sales representative, trainee, consultant to or agent of the Company within one year of the date of such offer or solicitation. Notwithstanding any provisions in this Section 7, (1) this Section 7 shall not prohibit Employee from purchasing or owning up to less than five percent (5%) of the issued and outstanding capital stock of any enterprise engaged in the production or sale of Products, the securities of which are listed on a company which has national securities exchange or included in the national list of over-the-counter securities, shall not be deemed a class violation of securities registered under this Section 12 6.06. In addition, Sellers shall not be deemed to be in violation of this Section 6.06 in the event that, following the Closing Date, Sellers or any of Sellers' Affiliates acquires substantially all the assets of any person, firm or corporation or a majority of the Securities Act issued and outstanding capital stock of 1934any corporation and, following such acquisition, less than fifteen percent (15%) of the total annual sales of any such acquired company is attributable to sales of Products. Upon breach by Sellers or Sellers' Affiliates of any provision of this Section 6.06, Buyer shall be entitled to injunctive relief, both preliminarily and permanently, since the remedy at law would be inadequate and insufficient. Additionally, Buyer will be entitled to all such other legal and equitable remedies as amended and (2) may be available to it. In the extent not inconsistent with Employee’s obligations under event any of the provisions of this AgreementSection 6.06 are determined by a court 91 98 of competent jurisdiction to be contrary to any applicable statute, Employee law or rule, or for any reason to be unenforceable as written, such court may engage in charitable or civic activities and make passive investments which are non-competitive and non-conflicting with the Company’s Businessmodify any of such provisions so as to permit enforcement thereof as thus modified.

Non-Competition. (a) For purposes of this Section 2.2, all references to the Company shall be deemed to include all of the Company’s affiliates and subsidiaries. The Optionee will not utilize the Optionee’s special knowledge of the business of the Company and the Optionee’s relationships with customers, suppliers of the Company and others to compete with the Company. During the Term Optionee’s employment by the Company and/or service as a Director of this Agreement or consultant to the Company and for a period of one (1) year thereafter (except in after the event that Employeedate of termination of the Optionee’s employment hereunder is terminated without “cause”) with the Company and/or service as a Director of or consultant to the Company (the "“Restricted Period"”), Employee the Optionee shall not, without the written consent of the Companynot engage, directly or indirectly, (i) become associated withor have an interest, render directly or indirectly, anywhere in the United States of America or any other geographic area where the Company does business or in which its products or services toare marketed, invest inalone or in association with others, representas principal, advise or otherwise participate in as an officer, agent, employee, director, stockholderpartner or stockholder (except with respect to the Optionee’s employment by the Company and/or service as a Director of or consultant to the Company), partneror through the investment of capital, memberlending of money or property, promoter, agent of, consultant for rendering of services or otherwise, in any business which is conducted anyone in world and which is competitive with the Business conducted or substantially similar to that engaged in by the Company or any vendor, supplier or distributor of the Company during the term of Optionee’s employment by the Company and/or service as a Director of or consultant to the Company; , or any line of business or acquisition that the Company either (i) contemplates entering into, whether or not actually entered into, or (ii) for Employeehas obtained due diligence or other information on during Optionee’s own account or for the account of any other person or entity (A) interfere with the Company’s relationship with any of its suppliers, customers, accounts, brokers, representatives or agents or (B) solicit or transact any business with any customer, account or supplier of the Company who or which transacts, has transacted or proposes to transact business employment with the Company and/or service as a Director of or consultant to the Company (it being understood hereby, that the ownership by the Optionee of 5% or less of the stock of any company listed on a national securities exchange shall not be deemed a violation of this Section 2.2). During the Restricted Period, the Optionee shall not, nor shall he permit any of the Optionee’s employees, agents or others under the Optionee’s control to, directly or indirectly, on behalf of himself/herself or any other person, (i) call upon, accept business from, or solicit the business of any person who is, or who had been at any time during the Term preceding two (2) years a customer of this Agreement; the Company or any successor to the business of the Company, or otherwise divert or attempt to divert any business from the Company or any such successor, or (iiiii) employ directly or indirectly recruit or otherwise engagesolicit or induce any person who is an employee of, or solicitotherwise engaged by, entice or induce on behalf of Employee the Company or any successor to the business of the Company to terminate his or her employment or other person relationship with the Company or entitysuch successor, the services, retention or employment of hire any person who has been an employee, principal, partner, stockholder, sales representative, trainee, consultant to or agent left the employ of the Company within one year or any such successor during the preceding two (2) years. Optionee further agrees that if any such customer contacts the Optionee during the Restricted Period in respect of doing business with the Optionee, the Optionee will advise such customer of the date restrictions on the Optionee’s ability to do business with such customer contained herein. The Optionee shall not at any time, directly or indirectly, use or purport to authorize any person to use any name, xxxx, logo, trade dress or other identifying words or images which are the same as or similar to those used at any time by the Company in connection with any product or service, whether or not such use would be in a business competitive with that of such offer the Company. Any breach or solicitation. Notwithstanding violation by the Optionee of the provisions of this Section 2.2 shall toll the running of any provisions time periods set forth in this Section 7, (1) this Section 7 shall not prohibit Employee from purchasing 2.2 for the duration of any such breach or owning up to five percent (5%) of the outstanding capital stock of a company which has a class of securities registered under Section 12 of the Securities Act of 1934, as amended and (2) to the extent not inconsistent with Employee’s obligations under this Agreement, Employee may engage in charitable or civic activities and make passive investments which are non-competitive and non-conflicting with the Company’s Businessviolation.

Non-Competition. Without the consent in writing of the Board, upon the Executive's Date of Termination for any reason, Executive will not, for a period of eighteen (a18) During the Term of this Agreement and one months thereafter, acting alone or in conjunction with others, directly or indirectly (1i) year thereafter engage (except either as owner, investor, partner, stockholder, employer, employee, consultant, advisor or director (other than as below)) in any business in the event that Employee’s employment hereunder continental United States which is terminated without “cause”) (a material business conducted by the "Restricted Period"), Employee shall not, without Company or any of its subsidiaries on the written consent date of the Companyconsummation of a Change of Control in which he has been directly engaged, or has supervised as an executive, on the date of the consummation of the Change of Control and which is directly in competition with a material business then conducted by the Company or any of its subsidiaries on the date of the consummation of the Change of Control; (ii) induce any customers of the Company or any of its subsidiaries with whom Executive has had contacts or relationships, directly or indirectly, (i) become associated with, render services to, invest in, represent, advise or otherwise participate in as an officer, employee, director, stockholder, partner, member, promoter, agent of, consultant for or otherwise, any business which is conducted anyone in world during and which is competitive within the scope of his employment with the Business conducted by the Company; Company or (ii) for Employee’s own account or for the account of any other person or entity (A) interfere with the Company’s relationship with any of its supplierssubsidiaries, customers, accounts, brokers, representatives to curtail or agents or (B) solicit or transact any cancel their business with such companies or any customer, account or supplier of the Company who or which transacts, has transacted or proposes to transact business with the Company at any time during the Term of this Agreementthem; or (iii) employ or otherwise engageinduce, or solicitattempt to influence, entice or induce on behalf any employee of Employee the Company or any of its subsidiaries to terminate employment. The provisions of subparagraphs (i), (ii), and (iii) above are separate and distinct commitments independent of each of the other person or entity, subparagraphs. It is agreed that the services, retention or employment ownership of not more than one percent of the equity securities of any person who has been company having securities listed on an exchange or regularly traded in the over-the-counter market shall not, of itself, be deemed inconsistent with clause (i) of this paragraph (a), neither shall service (whether as an employee, principalofficer, partnerdirector or consultant) with respect to Commercial Intertech Corp., stockholdernor shall service as a member of a board of directors on which Executive is serving on the Date of Termination (including any successor board thereto) be deemed, sales representativeof itself, trainee, consultant to or agent be inconsistent with clause (i) of this paragraph (a). The Executive and the Company agree that the value to be assigned to the obligations of the Company within Executive under this paragraph (a) is an amount equal to one year of the date of such offer or solicitation. Notwithstanding any provisions in this Section 7, (1) this Section 7 shall not prohibit Employee from purchasing or owning up to five hundred percent (5100%) of the outstanding capital stock Executive's Annual Base Salary and Recent Annual Bonus. Violation of a company which has a class of securities registered under Section 12 of the Securities Act of 1934, as amended and 11(a) or (2b) shall not require Executive to the extent not inconsistent with Employee’s obligations under this Agreement, Employee may engage in charitable return any payment or civic activities and make passive investments which are non-competitive and non-conflicting with the Company’s Businessbenefit previously distributed to Executive.

Non-Competition. (a) During the Term of this Agreement and one (1) year thereafter (except in the event that Employee’s employment hereunder is terminated without “cause”) (the "Restricted Limited Period"), Employee Xxxxx X. Xxxxxx shall not, without the written consent of the Companynot be engaged or interested, directly or indirectly, (i) become associated with, render services to, invest in, represent, advise or otherwise participate in as an officer, employee, director, stockholderstockholders (excepting less than one (1%) percent interest in a publicly traded company), employee, partner, memberindividual proprietor, promoterinvestor or consultant, agent ofor in any other manner or capacity whatsoever, consultant for in any business that involves the production, distribution or otherwisemarketing of products or services, or otherwise competitive with, any business product or service currently, or which is conducted anyone from time to time may be, produced, distributed or marketed by the Company or any affiliated entity during the Limited Period, in world any place in which the Company or any affiliated entity at the time of such termination conducts such a business, without the prior written approval of the Company; PROVIDED, HOWEVER, that if any provision of Section 10 or this Section 11 would be held to be unenforceable because of the scope, duration or area of its applicability, the court making such determination shall have the power to, and shall, modify such scope, duration or area, or all of them, to the minimum extent necessary to make such modified form. The above notwithstanding, Xxxxx X. Xxxxxx shall be entitled to (I) remain on the Board of Directors of any corporations in which is he currently has such a position and (ii) advise or counsel other persons or entities, provided, such activities are not competitive with the Business conducted by Company and Xxxxx X. Xxxxxx'x name is not publicly associated with such entities or activities. 12. ENFORCEMENT OF CONFIDENTIALITY, NON-SOLICITATION AND NON-COMPETITION AGREEMENTS. Xxxxx X. Xxxxxx hereby acknowledges that the Company; or (ii) for Employee’s own account or for Company will not have an adequate remedy at law in the account event of any other person breach by him of any provision of Section 9, 10, or entity (A) interfere with the Company’s relationship with any 11 of its suppliers, customers, accounts, brokers, representatives or agents or (B) solicit or transact any business with any customer, account or supplier of this Agreement and that the Company who will suffer irreparable damage and injury as a result of any such breach. Accordingly, in the event of Xxxxx X. Xxxxxx'x breach or which transactsthreatened breach of any provision of Section 9, has transacted 10, or proposes to transact business with the Company at any time during the Term 11 of this Agreement; , Xxxxx X. Xxxxxx hereby consents to the granting of a temporary restraining order, preliminary injunction and/or permanent injunction against him in any court of competent jurisdiction prohibiting him from committing or (iii) employ continuing any such breach or otherwise engagethreatened breach. Notwithstanding anything herein to the contrary, Xxxxx X. Xxxxxx shall have no obligation or solicit, entice liability under Sections 11 or induce on behalf 12 of Employee or any other person or entity, the services, retention or employment this Agreement upon termination of any person who has been an employee, principal, partner, stockholder, sales representative, trainee, consultant to or agent of this Agreement by the Company within one year of the date of such offer or solicitationwithout cause. Notwithstanding any provisions in this Section 7, (1) this Section 7 shall not prohibit Employee from purchasing or owning up to five percent (5%) of the outstanding capital stock of a company which has a class of securities registered under Section 12 of the Securities Act of 1934, as amended and (2) to the extent not inconsistent with Employee’s obligations under this Agreement, Employee may engage in charitable or civic activities and make passive investments which are non-competitive and non-conflicting with the Company’s Business13.

Non-Competition. Without the consent in writing of the Board, upon the Executive's Date of Termination for any reason, Executive will not, for a period of two years thereafter, acting alone or in conjunction with others, directly or indirectly (ai) During the Term of this Agreement and one engage (1either as owner, investor, partner, stockholder, employer, employee, consultant, advisor or director (other than as below)) year thereafter (except in any business in the event that Employee’s employment hereunder continental United States which is terminated without “cause”) (a material business conducted by the "Restricted Period"), Employee shall not, without Company or any of its subsidiaries on the written consent date of the Companyconsummation of a Change of Control in which he has been directly engaged, or has supervised as an executive, on the date of the consummation of the Change of Control and which is directly in competition with a material business conducted by the Company or any of its subsidiaries on the date of the consummation of the Change of Control; (ii) induce any customers of the Company or any of its subsidiaries with whom Executive has had contacts or relationships, directly or indirectly, (i) become associated with, render services to, invest in, represent, advise or otherwise participate in as an officer, employee, director, stockholder, partner, member, promoter, agent of, consultant for or otherwise, any business which is conducted anyone in world during and which is competitive within the scope of his employment with the Business conducted by the Company; Company or (ii) for Employee’s own account or for the account of any other person or entity (A) interfere with the Company’s relationship with any of its supplierssubsidiaries, customers, accounts, brokers, representatives to curtail or agents or (B) solicit or transact any cancel their business with such companies or any customer, account or supplier of the Company who or which transacts, has transacted or proposes to transact business with the Company at any time during the Term of this Agreementthem; or (iii) employ or otherwise engageinduce, or solicitattempt to influence, entice or induce on behalf of Employee or any other person or entity, the services, retention or employment of any person who has been an employee, principal, partner, stockholder, sales representative, trainee, consultant to or agent employee of the Company within one year or any of its subsidiaries to terminate employment. The provisions of subparagraphs (i), (ii), and (iii) above are separate and distinct commitments independent of each of the date other subparagraphs. It is agreed that the ownership of such offer not more than one percent of the equity securities of any company having securities listed on an exchange or solicitationregularly traded in the over-the-counter market shall not, of itself, be deemed inconsistent with clause (i) of this paragraph (a), nor shall service as a member of a board of directors on which Executive is serving on the Date of Termination (including any successor board thereto) be deemed, of itself, to be inconsistent with clause (i) of this paragraph (a). Notwithstanding any provisions in The Executive and the Company agree that the value to be assigned to the obligations of the Executive under this Section 7, paragraph (1a) this Section 7 shall not prohibit Employee from purchasing or owning up is an amount equal to five one hundred percent (5100%) of the outstanding capital stock Executive's Annual Base Salary and Recent Annual Bonus. Violation of a company which has a class of securities registered under Section 12 of the Securities Act of 1934, as amended and 11(a) or (2b) shall not require Executive to the extent not inconsistent with Employee’s obligations under this Agreement, Employee may engage in charitable return any payment or civic activities and make passive investments which are non-competitive and non-conflicting with the Company’s Businessbenefit previously distributed to Executive.

Non-Competition. Xxxxxxx covenants and agrees that during his employment hereunder and for (ai) During the Term of this Agreement and one (1) year thereafter (except in the event that Employee’s period after his employment hereunder is terminated by Auto for cause pursuant to Section 8(a)(i) or Disability pursuant to Section 8(a)(ii) or by Xxxxxxx without “cause”Good Reason or (ii) (the "Restricted Period")period after his employment hereunder is terminated and during which Xxxxxxx receives his Base Compensation pursuant to the terms of Section 8(b)(iii) hereof, Employee shall he will not, without the prior written consent of Auto, (a) compete with the Companybusiness of Auto or any of its subsidiaries or affiliates (as such business is operated as of the date of termination of this Agreement) and, in particular, he will not without such consent, directly or indirectly, (i) become associated withown, render services tomanage, invest inoperate, representfinance, advise join, control or otherwise participate in the ownership, management, operation, financing or control of, or be connected as an a director, officer, employee, director, stockholder, partner, member, promoter, consultant or agent of, consultant for or otherwisewith, any business which is conducted anyone in world and which is competitive competition with or similar to the Business conducted by the Company; business of Auto or (ii) for Employee’s own account or for the account of any other person or entity (A) interfere with the Company’s relationship with any of its suppliers, customers, accounts, brokers, representatives subsidiaries or agents or affiliates (B) solicit or transact any as such business with any customer, account or supplier of the Company who or which transacts, has transacted or proposes to transact business with the Company at any time during the Term of this Agreement; or (iii) employ or otherwise engage, or solicit, entice or induce on behalf of Employee or any other person or entity, the services, retention or employment of any person who has been an employee, principal, partner, stockholder, sales representative, trainee, consultant to or agent of the Company within one year is operated as of the date of such offer or solicitation. Notwithstanding any provisions in termination of this Section 7Agreement); provided, (1) this Section 7 shall not prohibit Employee from purchasing or owning however, that Xxxxxxx may own up to five percent (5%) percent of the outstanding capital stock of a company which has a class any publicly traded corporation in competition with the business of securities registered under Auto or any of its subsidiaries or affiliates, and (b) divert, take away or interfere with or attempt to divert, take away or interfere with any present or former employee or customer of Auto or any of its subsidiaries or affiliates. In the event Auto determines not to renew this Agreement, the provisions of this Section 12 9 shall no longer be applicable; provided, however, that for the one (1) year period following the expiration of this Agreement Xxxxxxx shall not divert, take away or interfere with or attempt to divert, take away or interfere with any present or former employee or customer of Auto or any of its subsidiaries or affiliates. In the event that the provisions of this Section 9 should ever be deemed to exceed the time or geographic limitations or any other limitations permitted by applicable law, then such provisions shall be deemed reformed to the maximum permitted by applicable law. Xxxxxxx acknowledges and agrees that the foregoing covenant is an essential element of this Agreement and that, but for the agreement of Xxxxxxx to comply with the covenant, Auto would not have entered into this Agreement, and that the remedy at law for any breach of the Securities Act covenant will be inadequate and Auto, in addition to any other relief available to it, shall be entitled to temporary and permanent injunctive relief without the necessity of 1934proving actual damage. The provisions of this Section 9 shall no longer be applicable if (x) Auto ceases to have any business activities or (y) Auto fails, as amended and (2) after the termination hereof, to make any of the extent not inconsistent with Employee’s obligations payments of Base Compensation to Xxxxxxx under this Agreement, Employee may engage in charitable or civic activities and make passive investments which are non-competitive and non-conflicting with the Company’s Business.

Non-Competition. (ai) During In order to induce LSAI and LSI to enter into this Agreement and the Term Employment Agreement attached hereto as Exhibit A, HLI and Xxxxxxxx covenants and agrees that, for a period of three (3) years from Closing, each of HLI and Xxxxxxxx shall not, and HLI shall not permit any of its officers and directors, (A) to engage in any business similar to, or in any way competitive with, that carried on by LSAI or LSI as constituted on the date of this Agreement and one within any county in any state in which HLI is engaged in any such similar or competitive business (1"Competitive Business") year thereafter (except pursuant to agreements with LSAI and LSI), (B) to acquire any legal or beneficial interest in, or otherwise participate in the event that Employee’s employment hereunder ownership of any person, firm, corporation, partnership or other entity or association which is terminated without “cause”or becomes engaged in a Competitive Business, except ownership of less than one percent of a publicly traded company shall be permissible, (C) (to directly or indirectly solicit, canvass or otherwise contact or accept any business or transaction from any present or former customer of HLI, or take any action which shall cause the "Restricted Period"), Employee shall not, without the written consent termination or curtailment of the Companybusiness relationship between HLI or LSAI or LSI and/or its successor or successors and any of their present, future or former customers, including without limitation those customers constituting in whole or in part the HLI Assets relating to a Competitive Business, and (D) to directly or indirectly, (i) become associated withwithout the prior written consent of LSAI and LSI, render services tosolicit, invest inentice, representraid, advise persuade or otherwise participate in as an officer, employee, director, stockholder, partner, member, promoter, agent of, consultant for or otherwise, induce any business which is conducted anyone in world and which is competitive with the Business conducted by the Company; or (ii) for Employee’s own account or for the account of any other person or entity (A) interfere with the Company’s relationship with any of its suppliers, customers, accounts, brokers, representatives or agents or (B) solicit or transact any business with any customer, account or supplier individual who at of the Company who date of this Agreement is, or which transacts, has transacted or proposes to transact business with the Company at any time during the Term such period shall be, an employee of this Agreement; LSAI, LSI or (iii) employ or otherwise engageits subsidiary, or solicitany of its respective successors, entice to terminate or induce on behalf of Employee refrain from renewing or extending his or her employment with LSAI or LSI or its subsidiary, or any other person of its respective successors, except this clause shall not apply to any such employee whose employment shall have been terminated by LSAI, LSI or entity, its subsidiary. This covenant and agreement is included herein in order to protect the services, retention or employment of any person who has been an employee, principal, partner, stockholder, sales representative, trainee, consultant to or agent value of the Company within one year HLI Assets being acquired by LSAI and LSI pursuant to this Agreement and to assure that LSAI and LSI shall have the full benefit of the date of such offer or solicitation. Notwithstanding any provisions in this Section 7, (1) this Section 7 shall not prohibit Employee from purchasing or owning up to five percent (5%) value of the outstanding capital stock of a company which has a class of securities registered under Section 12 of the Securities Act of 1934, as amended and (2) to the extent not inconsistent with Employee’s obligations under this Agreement, Employee may engage in charitable or civic activities and make passive investments which are non-competitive and non-conflicting with the Company’s BusinessHLI Assets.

Non-Competition. Non-solicitation (a) During For a period of four years commencing on the Term of this Agreement and one (1) year thereafter (except in the event that Employee’s employment hereunder is terminated without “cause”) Closing Date (the "“Restricted Period"”), Employee Seller shall not, without the written consent and shall not permit any of the Companytheir Affiliates to, directly or indirectly, (i) become associated with, render services to, invest in, represent, advise engage in or otherwise participate assist others in as an officer, employee, director, stockholder, partner, member, promoter, agent of, consultant for or otherwise, any business which is conducted anyone engaging in world and which is competitive with the Restricted Business conducted by in the CompanyTerritory; or (ii) for Employee’s own account have an interest in any Person that engages directly or for indirectly in the account of Restricted Business in the Territory in any other person or entity (A) interfere with the Company’s relationship with any of its supplierscapacity, customersincluding as a partner, accountsshareholder, brokersmember, representatives or agents or (B) solicit or transact any business with any customer, account or supplier of the Company who or which transacts, has transacted or proposes to transact business with the Company at any time during the Term of this Agreement; or (iii) employ or otherwise engage, or solicit, entice or induce on behalf of Employee or any other person or entity, the services, retention or employment of any person who has been an employee, principal, partneragent, stockholdertrustee or consultant. Notwithstanding the foregoing, sales representativeSeller and its Affiliates may own, traineedirectly or indirectly, consultant solely as an investment, securities of any Person traded on any national securities exchange if Seller or any of its Affiliates are not controlling Persons of, or members of a group which controls, such Person and do not, directly or indirectly, own 5% or more of any class of securities of such Person. (b) During the Restricted Period, neither party shall, and shall not permit any of their Affiliates to, directly or indirectly, hire or solicit any person who is employed by the other party or its Affiliates or is or was employed in the Business or by the other party or its Affiliates during the Restricted Period, or encourage any such employee to leave such employment or agent hire any such employee who has left such employment, except pursuant to Section 6.01 or a general solicitation which is not directed specifically to any such employees; provided, that nothing in this Section 6.09 shall prevent either party or any of their Affiliates from hiring (i) any employee whose employment has been terminated by the Company within other party or its Affiliates or (ii) after one (1) year of from the date of termination of employment, any employee whose employment has been terminated by the employee. (c) Seller and Buyer acknowledge that a breach or threatened breach of this Section 6.09 would give rise to irreparable harm to the other party, for which monetary damages would not be an adequate remedy, and hereby agrees that in the event of a breach or a threatened breach by the other party of any such offer or solicitationobligations, the non- 46 breaching party shall, in addition to any and all other rights and remedies that may be available to it in respect of such breach, be entitled to equitable relief, including a temporary restraining order, an injunction, specific performance and any other relief that may be available from a court of competent jurisdiction (without any requirement to post bond). Notwithstanding any provisions (d) Seller and Buyer acknowledge that the restrictions contained in this Section 7, (1) 6.09 are reasonable and necessary to protect the legitimate interests of the other party and constitute a material inducement to each party to enter into this Agreement and consummate the transactions contemplated by this Agreement. In the event that any covenant contained in this Section 7 6.09 should ever be adjudicated to exceed the time, geographic, product or service or other limitations permitted by applicable Law in any jurisdiction, then any court is expressly empowered to reform such covenant, and such covenant shall be deemed reformed, in such jurisdiction to the maximum time, geographic, product or service or other limitations permitted by applicable Law. The covenants contained in this Section 6.09 and each provision hereof are severable and distinct covenants and provisions. The invalidity or unenforceability of any such covenant or provision as written shall not prohibit Employee from purchasing invalidate or owning up to five percent (5%) of render unenforceable the outstanding capital stock of a company which has a class of securities registered under remaining covenants or provisions hereof, and any such invalidity or unenforceability in any jurisdiction shall not invalidate or render unenforceable such covenant or provision in any other jurisdiction. Section 12 of the Securities Act of 1934, as amended and (2) to the extent not inconsistent with Employee’s obligations under this Agreement, Employee may engage in charitable or civic activities and make passive investments which are non-competitive and non-conflicting with the Company’s Business.6.10

Non-Competition. (a) During Executive hereby agrees that for a period of six months following the Term of this Agreement and one (1) year thereafter (except in the event that Employee’s employment hereunder is terminated without “cause”) (the "Restricted Period")Termination Date, Employee shall he will not, without the written consent of the Company, directly or indirectly, (i) become associated within any way, render services towhether as principal or as director, invest in, represent, advise or otherwise participate in as an officer, employee, directorconsultant, stockholderagent, partnerpartner or stockholder to another entity (other than by the ownership of a passive investment interest of not more than 5% in a company with publicly traded equity securities): (i) own, membermanage, promoteroperate, agent ofcontrol, consultant for be employed by, participate in, or otherwisebe connected in any manner with the ownership, management, operation or control of any business competing with any business of Company in which is conducted anyone in world and which is competitive with he participated during the Business conducted by two years immediately preceding the CompanyTermination Date; or (ii) for Employee’s own account participate in communications, negotiations or for bids with regards to the account purchase of any other person or entity (A) interfere with the Company’s relationship with any of its suppliers, customers, accounts, brokers, representatives or agents or (B) solicit or transact any business with any customer, account or supplier of the Company who or which transacts, has transacted or proposes to transact business with the Company at any time during the Term of this Agreementfixed cellular phone business; or (iii) employ or otherwise engageinterfere with, or solicit, entice or induce solicit on behalf of Employee another or attempt to entice away from Company (or any affiliate or subsidiary of Company) (x) any project, financing or customer that Company (or any affiliate or subsidiary of Company) has under contract (including unfulfilled purchase orders), or any letter of supply or other person supplier contract or entityarrangement entered into by Company (or any affiliate or subsidiary of Company), the servicesand all extensions, retention or employment of any person who has been an employee, principal, partner, stockholder, sales representative, trainee, consultant to or agent of the Company within one year of the date renewals and resolicitations of such offer contracts or solicitationarrangements, (y) any contract, agreement or arrangement that Company (or any affiliate or subsidiary of Company) is actively negotiating with any other party, or (z) any prospective business opportunity that Company (or any affiliate or subsidiary of Company) has identified. Notwithstanding any provisions The Company hereby agrees that employment by Executive in a role which is limited to mobile handset distribution activities in the United States would not in and of itself be deemed a violation of this Section 7, as long as Executive (1A) this refrains from any oversight or advisory services with regard to distribution of fixed wireless terminal or phone products outside the United States and (B) complies with Section 7 shall not prohibit Employee from purchasing 7(a)(ii). Executive hereby further agrees that for a period of one year following the Termination Date, he will not, directly or owning up indirectly, in any way, whether as principal or as director, officer, employee, consultant, agent, partner or stockholder to five percent another entity (5%) of other than by the outstanding capital stock ownership of a passive investment interest of not more than 5% in a company with publicly traded equity securities), for himself or another, hire, attempt to hire, or assist in or facilitate in any way the hiring of any employee of Company (or any affiliate or subsidiary of Company), or any employee of any person, firm or other entity, the employees of which Company (or any affiliate or subsidiary of Company) has a class of securities registered under Section 12 of the Securities Act of 1934, as amended and (2) agreed not to the extent not inconsistent with Employee’s obligations under this Agreement, Employee may engage in charitable hire or civic activities and make passive investments which are non-competitive and non-conflicting with the Company’s Businessendeavor to hire.

Non-Competition. (a) During the Term of this Agreement and one (1) year thereafter (except in Until the event that Employee’s employment hereunder is terminated without “cause”) (the "Restricted Period"), Employee shall not, without the written consent third anniversary of the CompanyClosing Date, neither the Transferor nor any Shareholder shall, anywhere in North America or Europe, directly or indirectly, alone or in association with any other Person, firm, corporation or other business organization (i) become associated withacquire or own in any manner, render services any interest in any Person that is engaged in any facet of the Business, (ii) engage in any facet of the Business or compete in any way with the Business, (iii) be employed in any capacity by, serve as an employee of, or consultant or advisor to, invest in, represent, advise or otherwise participate in as an officer, employee, director, stockholder, partner, member, promoter, agent the management or operation of, consultant for any Person that (x) engages in any facet of the Business, or otherwise(y) competes with the Business in any way; provided, however, that notwithstanding the foregoing, so long as any business which of the Shareholders is conducted anyone employed by the Transferee or any Affiliate of the Transferee, the Transferor, the Shareholders and the Affiliates of the foregoing (collectively and not individually) may own up to 2% of the voting securities of any publicly-traded company. In the case of any Shareholder who becomes an employee of the Transferee or any affiliate of the Transferee contemporaneously with the Closing, in world the event that such Shareholder (i) ceases to be employed by the Transferee or any affiliate of the Transferee, and which (ii) ceases to receive compensation at the rate provided in the applicable employment agreement, then such Shareholder or any Affiliate thereof (collectively and not individually) may own up to 50% of the voting securities of any Person that is not directly competing with the Business at the time of such investment and that has no current plans to be directly competitive with the Business conducted by Business. Subject to the Company; or (ii) for Employee’s own account or for first sentence of this section 7.7(a), in the account case of any other person Shareholder, such Shareholder or entity any Affiliate thereof (Acollectively and not individually) interfere may own up to 50% of the voting securities of any Person that is not directly competing with the Company’s relationship with any Business at the time of its suppliers, customers, accounts, brokers, representatives or agents or (B) solicit or transact any business with any customer, account or supplier of the Company who or which transacts, such investment and that has transacted or proposes no current plans to transact business be directly competitive with the Company at Business. The Shareholder or Shareholders making any time during such investment shall notify the Term of this Agreement; or (iii) employ or otherwise engage, or solicit, entice or induce on behalf of Employee or any other person or entity, the services, retention or employment of any person who has been an employee, principal, partner, stockholder, sales representative, trainee, consultant to or agent of the Company within one year of the date Transferee in writing in advance of such offer or solicitation. Notwithstanding any provisions in this Section 7, (1) this Section 7 proposed investment and the Transferee shall not prohibit Employee from purchasing or owning up to five percent (5%) of the outstanding capital stock of a company which has a class of securities registered under Section 12 of the Securities Act of 1934, as amended and (2) to the extent not inconsistent with Employee’s obligations under this Agreement, Employee may engage in charitable or civic activities and make passive investments which are non-competitive and non-conflicting with the Company’s Business.respond within

Non-Competition. In consideration for (ai) During the Term of this Agreement and one the payments and benefits provided herein; (1ii) year thereafter the Company’s promise to provide Confidential Information to the Grantee, (except iii) the substantial economic investment made by the Company in the event that Employee’s employment hereunder is terminated without “cause”) (Confidential Information and the "Restricted Period"), Employee shall not, without the written consent goodwill of the Company, (iv) the Company’s employment of the Grantee, and (v) the compensation and other benefits provided by the Company to the Grantee, to protect the Company’s Confidential Information and the business goodwill of the Company, the Grantee agrees to the following restrictive covenants and the covenants set forth in Sections 11(c), (d), (e), and (f). During the Grantee’s employment and for a twelve (12) month period subsequent to the date of the Grantee’s termination of employment (the “Restricted Period”), the Grantee agrees he or she will not, directly or indirectly, absent the express, written consent of the Chief Executive Officer of the Company (ithe “CEO”) or the Chairman of the Committee (the “Chairman”), or either of their respective designees, become associated withor serve as, render services todirectly or indirectly, invest ina director, represent, advise or otherwise participate in as an officer, employee, director, stockholderowner, partner, memberadvisor, promoteragent, agent ofor consultant with, consultant for or otherwiseengage in, any business which is conducted anyone in world that manufactures, provides or sells rail manufacturing, rail maintenance, rail leasing or rail management, tank or freight railcars, railcar parts or heads, or highway products, shipper services, and which is competitive with the Business conducted all other products and services provided, or seriously pursued, by the Company; Company or (ii) for Employeeits Affiliates during the period from the Date of Grant through the date of the Grantee’s own account termination of employment, in any state, or for similar geographic territory, in which the account of any other person Company or entity (A) interfere with the Company’s relationship with any of its suppliers, customers, accounts, brokers, representatives or agents or (B) solicit or transact any business with any customer, account or supplier of the Company who or which transacts, has transacted or proposes to transact business with the Company at any time during the Term of this Agreement; or (iii) employ or otherwise engage, or solicit, entice or induce on behalf of Employee or any other person or entity, the services, retention or employment of any person who has been an employee, principal, partner, stockholder, sales representative, trainee, consultant to or agent of the Company within one year Affiliates operate as of the date of the Grantee’s termination of employment and for which the Grantee performed services, had responsibility or received Confidential Information (“Restricted Territory”). Further, for a twelve (12) month period after the Grantee’s termination of employment, the Grantee agrees not to serve as a consulting or testifying expert for any third party in any legal proceedings (including arbitration or mediation) or threatened legal proceedings involving the Company, unless called to do so by the Company or an Affiliate. The Grantee agrees to notify the CEO in writing, with a copy of such offer or solicitation. Notwithstanding any provisions in this Section 7, (1) this Section 7 shall not prohibit Employee from purchasing or owning up to five percent (5%) of the outstanding capital stock of a company which has a class of securities registered under Section 12 of the Securities Act of 1934, as amended and (2) notice to the extent not inconsistent Chairman, in the event the Grantee accepts employment or service of any nature with Employee’s obligations under this Agreementany person, Employee may engage in charitable business, or civic activities and make passive investments which are non-competitive and non-conflicting with entity during the Company’s BusinessRestricted Period.

Non-Competition. (a) During For the Term period of this Agreement and one (1) year thereafter (except in five years commencing on the event that Employee’s employment hereunder is terminated without “cause”) Closing Date (the "Restricted Relevant Period"), Employee each of Sellers agrees that he/she shall not, without the written consent of the Company, not directly or indirectly, (i) become associated with, render services to, invest in, represent, advise alone or otherwise participate in as an officer, agent, employee, director, member, manager, stockholder, partnerpartner of or investor in any Person other than the Corporation, memberPurchaser or any of its Affiliates (except as to the acquisition of not more than two percent of the outstanding stock of any corporation the securities of which are traded on a regular basis on a recognized securities exchange or in over-the-counter markets) own, promotermanage, agent operate or Control, or participate in the ownership, management, operation or Control of, consultant or work for or otherwisepermit the use of their name by, any business or activity which is conducted anyone in world and which is at the time competitive with the Business conducted by business of the Company; Corporation, Purchaser or (ii) for Employee’s own account or for the account of any other person or entity (A) interfere with the Company’s relationship with any of its suppliersAffiliates as carried on as of the date hereof. In addition to, customersand not in limitation of, accountsthe foregoing, brokersthroughout the Relevant Period, representatives neither of Sellers, alone, or agents as a member, manager, officer, employee or agent of any partnership or limited liability company, or as an officer, agent, employee or director of any corporation (Bother than the Corporation, Purchaser or its Affiliates) shall, for himself/herself or for others, solicit or transact accept business of the nature of that in which any business with of the Corporation, Purchaser or its Affiliates is then engaged from any Person which shall have been a customer, account client or supplier of the Company who Corporation, Purchaser or which transacts, has transacted or proposes to transact business with the Company its Affiliates at any time during within the Term two years preceding any such solicitation. While the restrictions set forth above are considered by the parties to be reasonable in all the circumstances, it is recognized that restrictions of this Agreement; or (iii) employ or otherwise engagethe nature in question may fail for technical reasons unforeseen, or solicit, entice or induce on behalf and accordingly if any of Employee such restrictions shall be adjudged to be void as going beyond what is reasonable in all the circumstances for the protection of the interests of Purchaser or any other person of its Affiliates but would be valid if part of the wording thereof were deleted or entitythe periods (if any) thereof reduced or the range of activities or areas dealt with thereby reduced in scope, the services, retention or employment of any person who has been an employee, principal, partner, stockholder, sales representative, trainee, consultant said restriction shall apply with such modifications as may be necessary to or agent of the Company within one year of the date of such offer or solicitation. Notwithstanding any provisions in this Section 7, (1) this Section 7 shall not prohibit Employee from purchasing or owning up to five percent (5%) of the outstanding capital stock of a company which has a class of securities registered under Section 12 of the Securities Act of 1934, as amended make it valid and (2) to the extent not inconsistent with Employee’s obligations under this Agreement, Employee may engage in charitable or civic activities and make passive investments which are non-competitive and non-conflicting with the Company’s Businesseffective.

Non-Competition. (a) During a. Executive acknowledges and recognizes the Term highly competitive nature of this Agreement the businesses of the Company and one (1) year thereafter (except in its affiliates and accordingly agrees, effective as of the event that Employeedate of Executive’s commencement of employment hereunder is terminated without “cause”) (with the "Restricted Period"), Employee shall notCompany, without the Company’s prior written consent of the Companyconsent, Executive shall not, directly or indirectly, (i) become associated with, render services to, invest in, represent, advise at any time during or otherwise participate in as an officer, employee, director, stockholder, partner, member, promoter, agent of, consultant for or otherwise, any business which is conducted anyone in world and which is competitive after Executive’s employment with the Business conducted Company, disclose any Confidential Information pertaining to the business of the Company or any of its subsidiaries, except in connection with the performance of Executive’s duties hereunder as he deems in good faith reasonably necessary or desirable, or when required by the Companylaw, administrative or judicial process; or (ii) for Employee’s own account or for the account of any other person or entity (A) interfere with the Company’s relationship with any of its suppliers, customers, accounts, brokers, representatives or agents or (B) solicit or transact any business with any customer, account or supplier of the Company who or which transacts, has transacted or proposes to transact business with the Company at any time during the Term Noncompete Period (as hereinafter defined) directly or indirectly, (A) be engaged in or have a financial interest (other than a passive ownership position of this Agreement; or (iii) employ or otherwise engage, or solicit, entice or induce on behalf of Employee less than 5% in any company whose shares are publicly traded or any non-voting non-convertible debt securities in any company or any investment the Executive owns through a mutual fund, private equity fund or other person or entity, the services, retention or employment of pooled account) in any person who has been an employee, principal, partner, stockholder, sales representative, trainee, consultant to or agent business which competes with a business of the Company within one year or any of its subsidiaries, which business of the date Company (or any of such offer or solicitation. Notwithstanding any provisions in this Section 7its subsidiaries) provided, (1) this Section 7 shall not prohibit Employee from purchasing or owning up to at least five percent (5%) of the outstanding capital stock of a company which has a class of securities registered under Section 12 gross revenues of the Securities Act Company and its subsidiaries in the full fiscal year of 1934the Company immediately preceding the fiscal year in which Executive’s termination of employment occurs or is expected to provide such level of gross revenues in the fiscal year of such termination (any such business which so competes, a “Competitor”) or (B) solicit or offer employment to any person (other than Executive’s secretary or other personal assistant who reports directly to Executive) who is employed by the Company or any of its subsidiaries (or who has been employed by the Company or any of its subsidiaries at any time during the six months immediately preceding the termination of Executive’s employment); provided, however, this restriction shall not apply to any person who shall have ceased to be employed by such entity for a period of at least six months. Notwithstanding the foregoing, nothing herein shall prevent Executive from working for a, subsidiary, division or other entity of an entity that controls, directly or indirectly, another subsidiary, division or other entity, that is a Competitor, so long as amended the entity, subsidiary or division by which Executive may be employed is not itself a Competitor. If Executive is bound by any other agreement with the Company regarding the use or disclosure of confidential information, the provisions of this Agreement shall be read in such a way as to further restrict and not to permit any more extensive use or disclosure of confidential information. For purposes of this Section 9, (x) “Noncompete Period” shall be defined as the period during which Executive continues to be employed by the Company and a period of (i) if terminated within nine months after a new Chief Executive Officer is hired, six months following the date Executive ceases for any reason to be employed by the Company, or (ii) if terminated following the nine month period after a new Chief Executive Officer is hired, eighteen months following the date Executive ceases for any reason to be employed by the Company, and (2y) to the extent not inconsistent with Employee’s obligations under this Agreement, Employee may engage in charitable or civic activities and make passive investments which are non-competitive and non-conflicting with the Company’s Business.“

Non-Competition. (a) During Each of the Term Sellers agrees that, except with respect to the operations of HGA or MeadowWood in effect on the date of this Agreement and one Agreement, neither it nor any of its affiliated entities will for a period of five (15) year thereafter years from the Closing Date directly or indirectly (except i) own, build, invest in, assist in the event that Employee’s employment hereunder development of, or have any management, administrative or operational role in, any psychiatric hospital or mental or behavioral health facility, or any firm, corporation, business or other organization or enterprise, which is terminated without “cause”) (the "Restricted Period"), Employee shall not, without the written consent of the Companyengaged, directly or indirectly, in the provision of mental or behavioral health care services, outpatient counseling services or management services within fifty (i50) become associated with, render services to, invest in, represent, advise or otherwise participate in as an officer, employee, director, stockholder, partner, member, promoter, agent miles of the respective locations of, consultant for HGI, Hampton, Midwest, Riveredge and any hospital or otherwise, any business other facility which is conducted anyone in world and which is competitive with the Business conducted by the Company; or subject of a Management Contract, (ii) for Employee’s own account or except for the account of Excluded Employees, solicit for employment any other person or entity (A) interfere with the Company’s relationship with any of its suppliers, customers, accounts, brokers, representatives or agents or (B) solicit or transact any business with any customer, account or supplier employee of the Company who or which transacts, has transacted or proposes Facilities purchased by Buyers pursuant to transact business with the Company at any time during the Term terms of this Agreement; Agreement or any hospital or other facility under a Management Contract, or (iii) employ interfere with, disrupt or otherwise engage, or solicit, entice or induce on behalf attempt to disrupt the relationship between any of Employee the Buyers or any of their affiliates and any of their respective lessors, lessees, contractors, licensors, licensees, customers or suppliers pertaining to the Facilities or any hospital or other person or entity, the services, retention or employment of facility under a Management Contract. If any person who has been an employee, principal, partner, stockholder, sales representative, trainee, consultant to or agent court determines that any of the Company within one year of the date of such offer or solicitation. Notwithstanding any provisions restrictive covenants set forth in this Section 78.2, (1) or any part of such covenants, is unenforceable because of the duration of such provision or the area covered thereby, such court shall have the power to reduce the duration or area of such provision and, in its reduced form, such provisions shall then be enforceable and shall be enforced. Each of the Sellers acknowledges that the remedy at law for any breach or threatened breach of the provisions of this Section 7 shall not prohibit Employee from purchasing by any of them will be inadequate, and that, accordingly, the UHS Group shall, in addition to all other available remedies, be entitled to injunctive relief, without being required to post bond or owning up other security and without having to five percent (5%) prove the inadequacy of the outstanding capital stock of a company which has a class of securities registered under Section 12 available remedies at law. Each of the Securities Act Sellers agrees not to plead or defend on any grounds of 1934, as amended and (2) to adequate remedy at law or any similar defense in any action by any of the extent not inconsistent with Employee’s UHS Group against any of them for injunctive relief or for specific performance of any of its obligations under this Agreement, Employee may engage in charitable Section. Nothing contained herein shall be construed as prohibiting any of the UHS Group from pursuing any other remedies for such breach or civic activities and make passive investments which are non-competitive and non-conflicting with the Company’s Businessthreatened breach.

Non-Competition. (a) During the Term For purposes of this Agreement Section 8, all references to the Company shall be deemed to include all of the Company's affiliates and subsidiaries. The Employee will not utilize his special knowledge of the business of the Company and his relationships with customers, suppliers of the Company and others to compete with the Company. During his employment by the Company and for a period of one (1) year thereafter (except in after the event that Employee’s employment hereunder is terminated without “cause”) expiration of this Agreement or earlier termination of this Agreement pursuant to its terms (the "Restricted Period"), the Employee shall not, without the written consent of the Companynot engage, directly or indirectly, (i) become associated withor have an interest, render directly or indirectly, anywhere in the United States of America or any other geographic area where the Company does business or in which its products or services toare marketed, invest inalone or in association with others, representas principal, advise or otherwise participate in as an officer, agent, employee, director, stockholderpartner or stockholder (except with respect to his employment by the Company), partneror through the investment of capital, memberlending of money or property, promoter, agent of, consultant for rendering of services or otherwise, in any business which is conducted anyone in world and which is competitive with or substantially similar to that engaged in by the Business conducted Company or any vendor, supplier or distributor of the Company during the term of Employee's employment by the Company; , or any line of business or acquisition that the Company either (i) contemplates entering into, whether or not actually entered into, or (ii) for has obtained due diligence or other information on during Employee’s own account or for the account of any other person or entity (A) interfere with the Company’s relationship with any of its suppliers, customers, accounts, brokers, representatives or agents or (B) solicit or transact any business with any customer, account or supplier of the Company who or which transacts, has transacted or proposes to transact business 's employment with the Company (it being understood hereby, that the ownership by the Employee of 5% or less of the stock of any company listed on a national securities exchange shall not be deemed a violation of this Section 8). During the Restricted Period and for one year thereafter, the Employee shall not, nor shall he permit any of his employees, agents or others under his control to, directly or indirectly, on behalf of himself or any other person, (i) call upon, accept business from, or solicit the business of any person who is, or who had been at any time during the Term preceding two (2) years a customer of this Agreement; the Company or any successor to the business of the Company, or otherwise divert or attempt to divert any business from the Company or any such successor, or (iiiii) employ directly or indirectly recruit or otherwise engagesolicit or induce any person who is an employee of, or solicitotherwise engaged by, entice or induce on behalf of Employee the Company or any successor to the business of the Company to terminate his or her employment or other person relationship with the Company or entitysuch successor, the services, retention or employment of hire any person who has been an employee, principal, partner, stockholder, sales representative, trainee, consultant to or agent left the employ of the Company within one year or any such successor during the preceding two (2) years. Employee further agrees that if any such customer contacts Employee during the Restricted Period in respect of doing business with Employee, Employee will advise such customer of the date restrictions on his ability to do business with such customer contained herein. The Employee shall not at any time, directly or indirectly, use or purport to authorize any person to use any name, xxxx, logo, trade dress or other identifying words or images which are the same as or similar to those used at any time by the Company in connection with any product or service, whether or not such use would be in a business competitive with that of such offer the Company. Any breach or solicitation. Notwithstanding violation by the Employee of the provisions of this Section 8 shall toll the running of any provisions time periods set forth in this Section 7, (1) this Section 7 shall not prohibit Employee from purchasing 8 for the duration of any such breach or owning up to five percent (5%) of the outstanding capital stock of a company which has a class of securities registered under Section 12 of the Securities Act of 1934, as amended and (2) to the extent not inconsistent with Employee’s obligations under this Agreement, Employee may engage in charitable or civic activities and make passive investments which are non-competitive and non-conflicting with the Company’s Businessviolation.

Non-Competition. (a) During From and after the Term of this Agreement and one (1) year thereafter (except in Commencement Date, the event that Employee’s employment hereunder is terminated without “cause”) (the "Restricted Period"), Employee shall Executive will not, without except pursuant to the written consent of the Companyterms hereof, directly or indirectly, own, manage, operate, join, finance, control or participate in the ownership, management, operation or control of, or be employed or engaged by or be otherwise connected in any manner with, any business under a name similar to the name of any of the Company or any direct or indirect subsidiary thereof. Prior to the termination of the Executive's employment hereunder and for a period after any such termination or expiration of this Agreement equal to the greater of (i) become associated withtwelve (12) months and (ii) the balance of the then existing Employment Period (as if this Agreement were not terminated), render services to, invest in, represent, advise or otherwise participate in the Executive will not (except as an officer, director, employee, directoragent or consultant of the Company) directly or indirectly, stockholderown, partnermanage, memberoperate, promoterjoin, or have a financial interest in, control or participate in the ownership, management, operation or control of, or be employed as an employee, agent ofor consultant, consultant for or otherwisein any other individual or representative capacity whatsoever, or use or permit his name to be used in connection with, or be otherwise connected in any manner with (i) any business or enterprise engaged (wherever located) in the design, development, manufacture, distribution or sale of any products, or the provision of any services, which the Company or its direct or indirect subsidiaries were designing, developing, manufacturing, distributing, selling or providing at any time up to an including the date of termination of this Agreement or (ii) any business which is conducted anyone in world and which is similar to or competitive with the Business conducted business carried on or planned by the Company; Company or (ii) for Employee’s own account its direct or for the account of any other person or entity (A) interfere with the Company’s relationship with any of its suppliers, customers, accounts, brokers, representatives or agents or (B) solicit or transact any business with any customer, account or supplier of the Company who or which transacts, has transacted or proposes to transact business with the Company indirect subsidiaries at any time during the Term of this Agreement; or (iii) employ or otherwise engage, or solicit, entice or induce on behalf of Employee or any other person or entity, the services, retention or employment of any person who has been an employee, principal, partner, stockholder, sales representative, trainee, consultant to or agent period of the Company within one year Executive's employment by the Company, whether during or prior to the Employment Period, unless the Executive shall have obtained the prior written consent of the date Board of such offer or solicitation. Notwithstanding any provisions in this Section 7Directors, provided that the foregoing restriction shall not be construed to prohibit the ownership by the Executive of not more than one percent (1) this Section 7 shall not prohibit Employee from purchasing or owning up to five percent (5%) of the outstanding capital stock of a company which has a any class of securities registered under Section 12 of or of the aggregate principal outstanding indebtedness of any corporation which is engaged in any of the foregoing businesses, that is registered pursuant to the Securities Exchange Act of 1934, which securities are publicly owned and regularly traded on any national exchange or in the over-the-counter market, provided further, that such ownership represents a passive investment and that neither the Executive nor any group of persons including the Executive in any way, either directly or indirectly, manages or exercises control of any such corporation, guarantees any of its financial obligations, otherwise takes part in its business other than exercising his rights as amended and (2) a shareholder, or seeks to do any of the extent not inconsistent with Employee’s obligations under this Agreement, Employee may engage in charitable or civic activities and make passive investments which are non-competitive and non-conflicting with the Company’s Businessforegoing.

Non-Competition. (a) During Without the Term consent in writing of this Agreement and one (1) year thereafter (except in the event that Employee’s employment hereunder is terminated without “cause”) Board of Directors of Employer (the "Restricted Period"“Board”), Employee shall will not, without at any time during employment and for the written consent eighteen (18) months following termination of employment, acting alone or in conjunction with others, directly or indirectly (i) engage (either as owner, investor, partner, stockholder, employer, employee, consultant, advisor, or director) in any business in which he or she has been directly engaged on behalf of the CompanyEmployer or any affiliate, or has supervised as an executive thereof, during the prior two-year period (or, if earlier, the two-year period ending on the date of Employee’s termination), or which was engaged in or planned by the Employer or an affiliate at the relevant time (of, if earlier, at the time of Employee’s termination of employment), in any geographic area in which such business was conducted or planned to be conducted; (ii) induce any customers of the Employer or any of its affiliates with whom Employee has had contacts or relationships, directly or indirectly, during and within the scope of his or her employment with the Employer or any of its affiliates, to curtail or cancel their business with the Employer or any such affiliate; (iii) induce, or attempt to influence, any employee of the Employer or any of its affiliates to terminate employment; or (iv) solicit, hire or retain as an employee or independent contractor, or assist any third party in the solicitation, hire, or retention as an employee or independent contractor, any person who during the previous 12 months was an employee of the Employer or any affiliate and provided further, that activities engaged in by or on behalf of the Employer are not restricted by this covenant. The provisions of subparagraphs (i), (ii), (iii), and (iv) above are separate and distinct commitments independent of each of the other subparagraphs. It is agreed that the ownership of not more than one percent of the equity securities of any company having securities listed on an exchange or regularly traded in the over-the-counter market shall not, of itself, be deemed inconsistent with clause (i) become associated with, render services to, invest in, represent, advise or otherwise participate in as an officer, employee, director, stockholder, partner, member, promoter, agent of, consultant for or otherwise, any business which is conducted anyone in world and which is competitive with the Business conducted by the Company; or (ii) for Employee’s own account or for the account of any other person or entity (A) interfere with the Company’s relationship with any of its suppliers, customers, accounts, brokers, representatives or agents or (B) solicit or transact any business with any customer, account or supplier of the Company who or which transacts, has transacted or proposes to transact business with the Company at any time during the Term of this Agreement; or (iii) employ or otherwise engage, or solicit, entice or induce on behalf of Employee or any other person or entity, the services, retention or employment of any person who has been an employee, principal, partner, stockholder, sales representative, trainee, consultant to or agent of the Company within one year of the date of such offer or solicitation. Notwithstanding any provisions in this Section 7, (1) this Section 7 shall not prohibit Employee from purchasing or owning up to five percent (5%) of the outstanding capital stock of a company which has a class of securities registered under Section 12 of the Securities Act of 1934, as amended and (2) to the extent not inconsistent with Employee’s obligations under this Agreement, Employee may engage in charitable or civic activities and make passive investments which are non-competitive and non-conflicting with the Company’s Business.

Non-Competition. (a) During In return for employment in the capacity set forth under this Agreement, during the Employment Term and, in the event of the termination of this Agreement and one (1) year thereafter (except in pursuant to the event that Employee’s employment hereunder is terminated without “cause”provisions of Section 5(a) (the "Restricted Period")ii) hereof, for a period of twelve (12 months) thereafter, Employee shall not, without the written consent of the Company, directly or indirectly, (i) become associated within any capacity whatsoever, render services to, invest in, represent, advise either on Employee's own behalf or otherwise participate in as an officer, employee, director, stockholder, partner, member, promoter, agent of, consultant for or otherwise, any business which is conducted anyone in world and which is competitive with the Business conducted by the Company; or (ii) for Employee’s own account or for the account on behalf of any other person or entity with whom Employee may be employed or associated, be employed by, be a consultant to, be an officer or director of, or be connected in any manner with, a person or agency engaged in the electronic media computer software or servicing business (Anotwithstanding the immediately preceding clause, nothing herein shall prohibit Employee from owning 5% or less of any securities of a competitor engaged in the electronic media computer software or servicing business if such securities are listed on a nationally recognized securities exchange or traded over-the-counter on the National Association of Securities Dealers Automated Quotation System or otherwise); (ii) interfere with the Company’s employment relationship between Employer and its employees by directly or indirectly soliciting any such individual to participate in, or be employed by, any business venture other than the Employer; (iii) solicit any business related to the business of Employer from any client or prospective client of Employer at or before the termination date of the Employee's employment with Employer for himself or for any entity in which the Employee has an interest or by which Employee is employed or engaged; or (iv) seek to divert or dissuade from continuing to do business with or entering into business with Employer or any of its suppliersaffiliates or related entities, customersany supplier, accounts, brokers, representatives customer or agents or (B) solicit or transact any business with any customer, account or supplier of the Company who or which transacts, has transacted or proposes to transact business with the Company at any time during the Term of this Agreement; or (iii) employ or otherwise engage, or solicit, entice or induce on behalf of Employee or any other person or entityentity that had a business relationship with or with which Employer, its subsidiaries or any of its affiliates or related entities was actively planning or pursuing a business relationship at or before the services, retention or employment termination of any person who has been an employee, principal, partner, stockholder, sales representative, trainee, consultant to or agent of the Company within one year of the date of such offer or solicitation. Notwithstanding any provisions in this Section 7, (1) this Section 7 shall not prohibit Employee from purchasing or owning up to five percent (5%) of the outstanding capital stock of a company which has a class of securities registered under Section 12 of the Securities Act of 1934, as amended and (2) to the extent not inconsistent with Employee’s obligations under this Agreement, Employee may engage in charitable or civic activities and make passive investments which are non-competitive and non-conflicting with the Company’s Business.

Non-Competition. (a) During the Term For purposes of this Agreement Section 7.1, all references to SPIDER shall be deemed to include all of SPIDER's Subsidiaries and one Affiliates, as the case may be. The SPIDER Insiders acknowledge that in order to assure Purchaser that it will retain the value of SPIDER as a "going concern," the SPIDER Insider's agree, on the terms set forth in this Section 7.1, not to utilize their special knowledge of the business of SPIDER and their relationships with customers, suppliers and others to compete with Purchaser, WARP or SPIDER, subject to the terms hereafter set forth. For a period of two (12) year thereafter years beginning on the Closing Date, the SPIDER Insiders shall not engage or have an interest, anywhere in the United States of America or Canada or any other geographic area where Purchaser, WARP or SPIDER do business at the date hereof or in which its services are marketed at the date hereof, alone or in association with others, as principal, officer, agent, employee, director, partner or stockholder (except as an employee or consultant of Purchaser, WARP or SPIDER or any of their Affiliates or as an owner of two percent (2%) or less of the stock of any company listed on a national securities exchange or traded in the event that Employee’s employment hereunder is terminated without “cause”) (the "Restricted Period"over-the-counter market), Employee shall notor through the investment of capital, without the written consent lending of the Companymoney or property, rendering of services or capital, or otherwise, in any business involving, relating or similar to, directly or indirectly, the business of Purchaser, WARP or SPIDER. During the same period, the SPIDER Insiders and their Affiliates shall not (except as an employee or consultant of Purchaser, WARP or SPIDER or their Affiliates), and shall not permit any of their respective employees, agents or others then under their control to, directly or indirectly, on behalf of themselves or any other Person, (i) become associated withcall upon, render services toaccept competitive business from, invest in, represent, advise or otherwise participate in as an officer, employee, director, stockholder, partner, member, promoter, agent of, consultant for or otherwise, any solicit the competitive business which is conducted anyone in world and which is competitive with the Business conducted by the Company; or (ii) for Employee’s own account or for the account of any other person Person who is, or entity (A) interfere with the Company’s relationship with any of its suppliers, customers, accounts, brokers, representatives or agents or (B) solicit or transact any business with any customer, account or supplier of the Company who or which transacts, has transacted or proposes to transact business with the Company had been at any time during the Term preceding two (2) years, a customer or supplier of this Agreement; Purchaser, WARP or SPIDER, or (iiiii) employ recruit or otherwise engagesolicit or induce any person who is an employee or consultant of, or solicitotherwise engaged by Purchaser, entice WARP or induce on behalf of Employee SPIDER or any successor to the businesses thereof to terminate his or her employment or other person relationship with Purchaser, WARP or entitySPIDER or such successor, the services, retention or employment of hire any person who has been an employeeleft the employ of Purchaser, principalWARP or SPIDER or any such successors during the preceding two (2) years. The SPIDER Insiders shall not at any time, partnerdirectly or indirectly, stockholderuse or purport to authorize any Person to use any name, sales representativemark, traineelogo, consultant a trade dress or other identifying words or images which xxx the same as or similar to those used currently or agent in the past by Purchaser or SPIDER in connection with any product or service, whether or not such use would be in a business competitive with that of Purchaser, WARP or SPIDER. The SPIDER Insiders acknowledge that compliance with the Company within one year of the date of such offer or solicitation. Notwithstanding any provisions restrictions set forth in this Section 77.1 will not prevent them from earning a livelihood. As used herein, (1) this Section 7 shall not prohibit Employee from purchasing or owning up to five percent (5%) of the outstanding capital stock of a company which has a class of securities registered under Section 12 of the Securities Act of 1934, as amended and (2) to the extent not inconsistent with Employee’s obligations under this Agreement, Employee may engage in charitable or civic activities and make passive investments which are non-phrase "competitive and non-conflicting business" means any business competitive with the Company’s Businesstype of business engaged in by Purchaser, WARP or SPIDER or any of their Subsidiaries or Affiliates at the date hereof.

Non-Competition. (a) During The Executive agrees and acknowledges that, in connection with his employment with the Term Company, he will be provided with access to and become familiar with confidential and proprietary information and trade secrets belonging to the Company. The Executive further acknowledges and agrees that, given the nature of this Agreement information and trade secrets, it is likely that such information and trade secrets would inevitably be used or revealed, either directly or indirectly, in any subsequent employment with a competitor of the Company in any position comparable to the position he holds with the Company under this Agreement. In consideration of his employment with the Company pursuant to this Agreement, and other good and valuable consideration, the receipt of which is hereby acknowledged, the Executive agrees that, while he is in the employ of the Company and for a one (1) year thereafter (except in period after the event that Employee’s effective date of termination of his employment hereunder is terminated without “cause”) (the "Restricted Period")for any reason, Employee he shall not, without the written consent either on his own behalf or on behalf of the Companyany third party, directly or indirectly, (i) become associated withown, render services tomanage, invest inoperate, representjoin, advise control, finance or otherwise participate in the ownership, management, operation, control, or financing of, or be connected as an a proprietor, partner, stockholder, officer, employee, director, stockholderprincipal, partneragent, memberrepresentative, promoterjoint venturer, agent ofinvestor, consultant for lender, consultant, or otherwiseotherwise with, or use or permit his name to be used in connection with, any business which is conducted anyone or enterprise engaged directly or indirectly in world and which is competitive with the Business conducted by the Company; or (ii) for Employee’s own account or for the account of any other person or entity (A) interfere with the Company’s relationship competition with any of its suppliers, customers, accounts, brokers, representatives business conducted or agents or (B) solicit or transact any business with any customer, account or supplier of the Company who or which transacts, has transacted or proposes to transact business with contemplated by the Company at any time during the Term of this Agreement; or twelve (iii12) employ or otherwise engage, or solicit, entice or induce on behalf of Employee or month period leading up to the termination and any other person business engaged in or entitycontemplated by the Company that the Executive is or has been directly involved with or has business plans to enter during the twelve (12) month period leading up to the termination of the Executive’s employment (the “Business”). It is recognized by the Executive and the Company that the Business is and is expected to continue to be conducted throughout the United States and internationally, the services, retention or employment and that more narrow geographical limitations of any person who has been an employee, principal, partner, stockholder, sales representative, trainee, consultant nature on this noncompetition covenant (and the non-solicitation provisions set forth in Section 8 below) are therefore not appropriate. The foregoing restriction shall not be construed to or agent prohibit the ownership by the Executive as a passive investment of not more than two percent (2%) percent of any class of securities of any corporation which is engaged in any of the Company within one year of the date of such offer or solicitation. Notwithstanding any provisions in this Section 7, (1) this Section 7 shall not prohibit Employee from purchasing or owning up to five percent (5%) of the outstanding capital stock of a company which has foregoing businesses having a class of securities registered under Section 12 of pursuant to the Securities Exchange Act of 1934, as amended and (2) to the extent not inconsistent with Employee’s obligations under this Agreement, Employee may engage in charitable or civic activities and make passive investments which are non-competitive and non-conflicting with the Company’s Businessamended.

Non-Competition. (a) During For and in consideration of the Term compensation to be paid by the Company pursuant to the terms hereof, and in recognition of the fact that the Employee has and will perform valuable services to the Company, the Employee covenants and agrees that he will not, at any time during the Employment Term, and for a period of eighteen (18) months thereafter (which will be extended by the duration of any period of time which a court of competent jurisdiction determines, whether on a preliminary or final basis, that a breach of this Agreement and one (1) year thereafter (except in the event that Employee’s employment hereunder is terminated without “cause”) (the "Restricted Period"Section 8 has actually or likely occurred), Employee shall not, without the written consent of the Company, directly or indirectly, (i) become associated with, render services to, invest in, represent, advise or otherwise participate in as an employee, employer, consultant, agent, principal, partner, manager, stockholder, officer, employee, director, stockholder, partner, member, promoter, agent of, consultant for or otherwise, in any other individual or representative capacity engage or participate in any business or in any activity related to the development, sale, production, manufacturing, marketing or distribution of products or services which is conducted anyone are in world and competition with products or services which is competitive with the Business conducted by the Company; Company or (ii) for Employee’s own account or for the account of any other person or entity (A) interfere with the Company’s relationship with any of its supplierssubsidiaries produces, customerssells, accountsmanufactures, brokersmarkets, representatives distributes or agents has interest in, in any state or foreign country in which the Company or any of its subsidiaries then conducts business or reasonably has plans to conduct business. The Employee agrees to place all subsequent employers on notice of the terms and conditions stated in this Section 8. The Employee further agrees that during the Employment Term and for a period of twenty-four (B24) solicit months thereafter (which will be extended by the duration of any period of time which a court of competent jurisdiction determines, whether on a preliminary or transact final basis, that a breach of this Section 8 has actually or likely occurred), the Employee shall not, directly or indirectly, induce, attempt to induce, or aid others in inducing, any business with any customer, account or supplier then-current employee of the Company or anyone who was employed or which transacts, has transacted or proposes to transact business with otherwise engaged by the Company at any time during the Term of this Agreement; twelve (12) months preceding such inducement to accept employment or (iii) employ or otherwise engage, or solicit, entice or induce on behalf of Employee or any other affiliation with another person or entity, entity engaging in such business or activity of which the services, retention or employment of any person who has been Employee is an employee, principalowner, partner, stockholder, sales representative, trainee, consultant to partner or agent consultant. The Employee shall not for a period of twenty-four (24) months after the termination of the Company within one year Employment Term (which will be extended by the duration of any period of time which a court of competent jurisdiction determines, whether on a preliminary or final basis, that a breach has actually or likely occurred) solicit any Customer to do business with any person or entity (other than the date of such offer or solicitation. Notwithstanding any provisions in this Section 7, (1Company) this Section 7 shall not prohibit Employee from purchasing or owning up to five percent (5%) of the outstanding capital stock of a company which has a class of securities registered under Section 12 of the Securities Act of 1934, as amended and (2) to the extent not inconsistent with Employee’s obligations under this Agreement, Employee may engage in charitable or civic activities and make passive investments which are non-competitive and non-conflicting that is competing with the Company’s Business.'s products or to reduce or end its relationship with the

Non-Competition. (a) During Executive agrees that, during the Term of this Agreement and one (1) year thereafter (except in period he is employed by the event that Employee’s employment hereunder is terminated without “cause”) (the "Restricted Period"), Employee shall not, without the written consent Company or any subsidiary or affiliate of the Company, under this Agreement or otherwise, he will not engage in, or otherwise directly or indirectlyindirectly be employed by, (i) become associated withor act as a consultant, render services advisor or lender to, invest inor be a director, represent, advise or otherwise participate in as an officer, employee, director, stockholder, partner, member, promoter, agent owner or partner of, consultant for any other business or otherwiseorganization, any whether or not such business which or organization now is conducted anyone in world and which is competitive or shall then be competing with the Business conducted by Company or any parent, subsidiary or affiliate of the Company; provided, however, that Executive shall not be prohibited either from managing his own personal investments on his own personal time or from serving on up to three outside boards of directors or advisory boards, so long as such activities do not (i) involve a business or organization which competes with the Company or any subsidiary or affiliate of the Company, (ii) for Employee’s own account interfere or for the account of any other person or entity (A) interfere conflict with the Company’s relationship with any performance of its suppliers, customers, accounts, brokers, representatives or agents or (B) solicit or transact any business with any customer, account or supplier his duties as an employee of the Company who or which transactsany subsidiary or affiliate of the Company, has transacted or proposes to transact business with (iii) otherwise result in a breach of any of the Company at any time during the Term provisions of this Agreement; or (iiiiv) employ in the case of serving as a director or advisory board member of other companies, such activities for all such companies do not require, in the aggregate, more than 15 days per year, including travel time. Executive further agrees that (y) if his employment with the Company is terminated by the Company pursuant to Paragraphs 8(a) or 8(b)(i) hereof, or (z) if he terminates this Agreement pursuant to Paragraph 8(c) hereof or resigns or otherwise engagefails or refuses to perform the services required of him under this Agreement other than as a result of a breach of this Agreement by the Company (which breach is not cured within 30 days after receiving notice thereof), then during the two-year period commencing on the date he ceases to be employed by any of the Company or any subsidiary or affiliate of the Company, under this Agreement or otherwise, Executive shall not directly or indirectly compete with or be engaged in the same business as the Company or any subsidiary or affiliate of the Company, or solicitbe employed by, entice or induce on behalf of Employee act as consultant, advisor or any other person lender to, or entitybe a director, the servicesofficer, retention or employment of any person who has been an employee, principal, partner, stockholder, sales representativeowner or partner of, traineeany business or organization which, consultant to at the time of such cessation, directly or agent indirectly competes with or is engaged in the same business as Company or any subsidiary or affiliate of the Company; provided, however, that if Executive's employment with the Company within one year is terminated pursuant to Paragraphs 8(a), 8(b)(i)(A) or 8(c) hereof, Executive's obligations pursuant to this sentence shall continue only so long as the Company pays Executive compensation at the same rate compensation was being paid to him pursuant to Paragraph 4 of this Agreement at the date time of such offer termination (subject, in the case of termination pursuant to Paragraphs 8(a) or solicitation. 8(c) hereof, to the provisions of Paragraphs 8(e) and 8(f) hereof.) Notwithstanding any anything contained herein to the contrary, the provisions in of this Section 7, (Paragraph 10(a) will not be deemed breached merely because Executive owns not more than 1) this Section 7 shall not prohibit Employee from purchasing or owning up to five percent (5%) % of the outstanding capital common stock of a company which has corporation if, at the time of its acquisition by Executive, such stock is listed on a class national securities exchange, is reported on NASDAQ, or is regularly traded in the over-the-counter market by a member of a national securities registered under Section 12 exchange. (b) Executive agrees that for a period of three years from the termination of this Agreement he will not, directly or indirectly, employ or solicit the employment or engagement by others of any employees of, or consultants hired by, the Company, or any subsidiary or affiliate of the Securities Act Company, without the prior written consent of 1934the Company. (c) The obligations of Executive pursuant to this Paragraph 10 shall survive the termination of this Agreement. 11. EQUITABLE RELIEF Executive acknowledges that the restrictions contained in Paragraphs 9 and 10 of this Agreement are reasonable in view of the nature of the business in which the Company is engaged and the knowledge he will obtain concerning the Company's business (and the business of any subsidiary or affiliate of the Company), as amended and (2) that any breach of his obligations under Paragraphs 9 and 10 hereof will cause the Company irreparable harm for which the Company will have no adequate remedy at law. As a result, the Company shall be entitled 61 7 to the extent issuance by a court of competent jurisdiction of an injunction, restraining order or other equitable relief in favor of itself restraining Executive from committing or continuing any such violation, and Executive consents to such an injunction, restraining order or other equitable relief. Any right to obtain an injunction, restraining order or other equitable relief hereunder will not inconsistent with Employee’s obligations be deemed a waiver of any right to assert any other remedy the Company may have under this Agreement, Employee may engage Agreement or otherwise at law or in charitable or civic activities and make passive investments which are non-competitive and non-conflicting with the Company’s Businessequity. 12.

Non-Competition. (a) During Without the Term of this Agreement and one (1) year thereafter (except in the event that Employee’s employment hereunder is terminated without “cause”) (the "Restricted Period"), Employee shall not, without the express written consent of Buyer, neither Seller Parent nor any Subsidiary of Seller Parent (the Company“Restricted Parties”) shall, at any time during the five (5) year period following the Closing Date (the “Restricted Period”), directly or indirectly, for itself or on behalf of or in conjunction with any other Person, in any jurisdiction worldwide (the “Restricted Area”), (i) become associated withown, render services tomanage, invest in, represent, advise control or otherwise participate in as an officerthe ownership, employeemanagement or control of any business, director, stockholder, partner, member, promoter, agent of, consultant for or otherwise, engage in any business which is conducted anyone activity that would be in world and which is competitive competition with the Business conducted by the Company; or (ii) for Employee’s own account or for the account of any other person or entity (A) interfere with the Company’s relationship with any of its suppliers, customers, accounts, brokers, representatives or agents or (B) solicit or transact any business with any customer, account or supplier as it existed as of the Company who or which transactsClosing Date, has transacted or proposes to transact business with the Company at any time during the Term of this Agreement; or (iii) employ or otherwise engagewhether as an employer, or solicit, entice or induce on behalf of Employee or any other person or entity, the services, retention or employment of any person who has been an employee, principalproprietor, partner, stockholder, trustee, beneficiary, owner, joint venturer, investor, independent contractor, consultant, agent, lender, adviser or sales representativerepresentative or (ii) take any action that is designed, traineeintended or reasonably likely to have the effect of discouraging any customer, consultant supplier, vendor, licensor, lessor, agent, employee, consultant, independent contractor or any other Person under contract or otherwise associated or doing business with the Business from maintaining the same business relationships with Buyer, its Subsidiaries (including the Company, Akos and their respective Subsidiaries) and their respective Affiliates after the Closing as it maintained prior to or agent of the Company within one year of Closing; provided that the date of such offer or solicitationRestricted Period with respect to the Akos Business shall be two (2) years and the Restricted Area shall be limited to the United Kingdom. Notwithstanding the foregoing, any provisions in this Section 7Restricted Party may own, (1) this Section 7 shall directly or indirectly, solely as an investment, securities of any Person traded on any national securities exchange if such Restricted Party individually, and the Restricted Parties taken as a whole, are not prohibit Employee from purchasing a controlling Person of, or owning up to five percent (5%) of the outstanding capital stock a member of a company group which has a controls, such Person and does not, directly or indirectly, own 5% or more of any class of securities registered under Section 12 of the Securities Act of 1934, as amended and (2) to the extent not inconsistent with Employee’s obligations under this Agreement, Employee may engage in charitable or civic activities and make passive investments which are non-competitive and non-conflicting with the Company’s Businesssuch Person.

Non-Competition. (a) During Until such date as there is no Stockholder Designee then serving on the Term of Board pursuant to this Agreement Agreement, the Stockholders and one (1) year thereafter (except in the event that Employee’s employment hereunder is terminated without “cause”) (the "Restricted Period"), Employee Management Company shall not, without the written consent of the Companyand shall cause their respective controlled Affiliates not to, directly or indirectly, acquire, hold or otherwise invest in or Beneficially Own any of the companies set forth on Schedule 4.4 (each such company and its successors and assigns (by reason of merger, consolidation, spin-off or split-off, or sale of all or substantially all of the assets or similar transaction or series of related transactions), a “Competitor”). Notwithstanding anything to the contrary in this Section 4.4(a), it shall not be a violation of this Section 4.4(a), and the Stockholders and the Management Company and their respective controlled Affiliates shall not be prohibited in any manner from, directly or indirectly, acquiring, holding or otherwise investing in or Beneficially Owning (or causing any of their respective controlled Affiliates to, directly or indirectly, acquire, hold or otherwise invest in or Beneficially Own) (i) become associated withany securities or assets of any Person through any employee benefit plan or pension plan, render services to, invest in, represent, advise or otherwise participate in as an officer, employee, director, stockholder, partner, member, promoter, agent of, consultant for or otherwise, any business which is conducted anyone in world and which is competitive with the Business conducted by the Company; or (ii) for Employee’s own account or for the account securities of any other person or entity (A) interfere with Competitor having less than 5% of the outstanding voting power of such Person, so long as neither the Management Company’s relationship with , the Stockholders nor any of its supplierstheir respective controlled Affiliates control such Competitor, customers, accounts, brokers, representatives or agents or (B) solicit or transact any business with any customer, account or supplier of the Company who or which transacts, has transacted or proposes to transact business with the Company at any time during the Term of this Agreement; or (iii) employ or otherwise engage, or solicit, entice or induce on behalf any securities of Employee any Person or any other person assets that, in either case, are disposed of by a Competitor in a divesture or entitysimilar transaction where such Person or assets so disposed of by the Competitor is not directly competitive with the business conducted by the Company and the Target on the date hereof. The noncompetition covenants contained in this Agreement shall be deemed to apply separately, the servicesnot collectively, retention or employment to each city, county, state and country of any person who has been an employee, principal, partner, stockholder, sales representative, trainee, consultant to or agent of geographic area in which the Company within one year or any Company Subsidiary conducts its business as of the date hereof and shall be severable as to each such city, county, state and country of any such geographic area. It is the desire and intent of the parties hereto that the provisions of this Section 4.4(a) shall be enforced to the fullest extent permitted under the Laws and public policies of each jurisdiction in which enforcement is sought. If any court determines that any provision of this Section 4.4(a) is unenforceable, such court will have the power to reduce the duration or scope of such offer provision, as the case may be, or solicitationterminate such provision and, in reduced form, such provision shall be enforceable; it is the intention of the parties hereto that the foregoing restrictions shall not be terminated, unless so terminated by a court, but shall be deemed amended to the extent required to render them valid and enforceable, such amendment to apply only with respect to the operation of this Section 4.4(a) in the jurisdiction of the court that has made the adjudication. Notwithstanding any provisions For the avoidance of doubt, if the Stockholder Designees resign from the Board for the purpose, in whole or in part, of the Stockholders and the Management Company (and each of their respective controlled Affiliates) no longer being subject to the restrictions set forth in this Section 74.4, (1) this the right of ACP to designate Stockholder Designees pursuant to Section 7 3.1 shall not prohibit Employee from purchasing or owning up to five percent (5%) of the outstanding capital stock of a company which has a class of securities registered under Section 12 of the Securities Act of 1934, as amended and (2) to the extent not inconsistent with Employee’s obligations under this Agreement, Employee may engage in charitable or civic activities and make passive investments which are non-competitive and non-conflicting with the Company’s Businessbe terminated permanently.

Non-Competition. (a) During a. Executive acknowledges and recognizes the Term highly competitive nature of this Agreement the businesses of the Company and one (1) year thereafter (except in its affiliates and accordingly agrees, effective as of the event that Employeedate of Executive’s commencement of employment hereunder is terminated without “cause”) (with the "Restricted Period"), Employee shall notCompany, without the Company’s prior written consent of the Companyconsent, Executive shall not, directly or indirectly, (i) become associated with, render services to, invest in, represent, advise at any time during or otherwise participate in as an officer, employee, director, stockholder, partner, member, promoter, agent of, consultant for or otherwise, any business which is conducted anyone in world and which is competitive after Executive’s employment with the Business conducted Company, disclose any Confidential Information pertaining to the business of the Company or any of its subsidiaries, except in connection with the performance of Executive’s duties hereunder as he deems in good faith reasonably necessary or desirable, or when required by the Companylaw, administrative or judicial process; or (ii) for Employee’s own account or for the account of any other person or entity (A) interfere with the Company’s relationship with any of its suppliers, customers, accounts, brokers, representatives or agents or (B) solicit or transact any business with any customer, account or supplier of the Company who or which transacts, has transacted or proposes to transact business with the Company at any time during the Term Noncompete Period (as hereinafter defined) directly or indirectly, (A) be engaged in or have a financial interest (other than a passive ownership position of this Agreement; or (iii) employ or otherwise engage, or solicit, entice or induce on behalf of Employee less than 5% in any company whose shares are publicly traded or any non-voting non-convertible debt securities in any company or any investment the Executive owns through a mutual fund, private equity fund or other person or entity, the services, retention or employment of pooled account) in any person who has been an employee, principal, partner, stockholder, sales representative, trainee, consultant to or agent business which competes with a business of the Company within one year or any of its subsidiaries, which business of the date Company (or any of such offer or solicitation. Notwithstanding any provisions in this Section 7its subsidiaries) provided, (1) this Section 7 shall not prohibit Employee from purchasing or owning up to at least five percent (5%) of the outstanding capital stock of a company which has a class of securities registered under Section 12 gross revenues of the Securities Act Company and its subsidiaries in the full fiscal year of 1934the Company immediately preceding the fiscal year in which Executive’s termination of employment occurs or is expected to provide such level of gross revenues in the fiscal year of such termination (any such business which so competes, a “Competitor”) or (B) solicit or offer employment to any person (other than Executive’s secretary or other personal assistant who reports directly to Executive) who is employed by the Company or any of its subsidiaries (or who has been employed by the Company or any of its subsidiaries at any time during the six months immediately preceding the termination of Executive’s employment). Notwithstanding the foregoing, nothing herein shall prevent Executive from working for a, subsidiary, division or other entity of an entity that controls, directly or indirectly, another subsidiary, division or other entity, that is a Competitor, so long as amended the entity, subsidiary or division by which Executive may be employed is not itself a Competitor. If Executive is bound by any other agreement with the Company regarding the use or disclosure of confidential information, the provisions of this Agreement shall be read in such a way as to further restrict and not to permit any more extensive use or disclosure of confidential information. For purposes of this Section 9, (x) “Noncompete Period” shall be defined as the period during which Executive continues to be employed by the Company and a period of eighteen months following the date Executive ceases for any reason to be employed by the Company, and (2y) to the extent not inconsistent with Employee’s obligations under this Agreement, Employee may engage in charitable or civic activities and make passive investments which are non-competitive and non-conflicting with the Company’s Business.“

Non-Competition. Except as provided on Schedule 5.12, for a period beginning on the Closing Date and ending on the three (a) During the Term of this Agreement and one (13) year thereafter (except in the event that Employee’s employment hereunder is terminated without “cause”) (the "Restricted Period"), Employee shall not, without the written consent anniversary of the CompanyClosing Date, neither Seller nor any subsidiary thereof shall, directly or indirectly, either for itself or any other Person, own, manage, operate, control, or participate in the ownership, management, operation (including marketing, advertising and sales) or control of, any Person engaged in a Competing Business, including, without limitation, as a mobile virtual network operator; provided, however, that (a) nothing set forth in this Section 5.12 shall prohibit Seller or any subsidiary thereof from owning 10 percent or a lesser percentage in the aggregate of the equity of any entity that owns, manages, operates or controls a Competing Business so long as (i) become associated withSeller or such subsidiary does not direct or cause the direction of the management and policies of such entity, render services to, invest in, represent, advise or otherwise participate in as an officer, employee, director, stockholder, partner, member, promoter, agent of, consultant for or otherwise, any business which is conducted anyone in world and which is competitive with the Business conducted by the Company; or (ii) for Employee’s own account Seller or for such subsidiary does not use or allow the account use, directly or indirectly, of any other person trade name, trademark or entity (A) interfere with service xxxx of Seller or any subsidiary thereof in the Company’s relationship with any of its suppliers, customers, accounts, brokers, representatives or agents or (B) solicit or transact any business with any customer, account or supplier operation of the Company who Competing Business of such entity; and (b) this Section 5.12 shall no longer apply to Seller or which transactsany subsidiary thereof in the event that, has transacted following the Closing, a Person acquires Seller or proposes to transact business with such subsidiary through (i) an acquisition of all of the Company at any time during equity interests of Seller or such subsidiary, (ii) an acquisition of substantially all of the Term assets of this Agreement; Seller or such subsidiary, or (iii) employ through a merger with Seller or otherwise engagesuch subsidiary. Except as provided in paragraphs 1 and 2 of Schedule 5.12, for a period beginning on the Closing Date and ending on the three (3) year anniversary of the Closing Date, neither Seller nor any subsidiary thereof shall (a) assign to any of their Affiliates (other than a wholly-owned subsidiary of Seller) any authorizations from the FCC to provide wireless communications services in the Seller Service Area, or solicit, entice or induce on behalf of Employee or any other person or entity, (b) except to the services, retention or employment of any person who has been an employee, principal, partner, stockholder, sales representative, trainee, consultant to or agent of the Company within one year of the date of such offer or solicitation. Notwithstanding any provisions in this Section 7, extent permitted by clause (1) this Section 7 shall not prohibit Employee from purchasing or owning up to five percent (5%b) of the outstanding capital stock preceding paragraph of this Section 5.12, permit any Person to use, either directly or indirectly, any trade name, trademark or service xxxx of Seller or any subsidiary thereof in the Seller Service Area. For purposes of this Section 5.12, a company which has “Competing Business” shall mean a class of securities registered under Section 12 of the Securities Act of 1934system or business that provides Commercial Mobile Radio Services, as amended and (2) to defined under 47 C.F.R. 20.9, in the extent not inconsistent with Employee’s obligations under this Agreement, Employee may engage in charitable or civic activities and make passive investments which are non-competitive and non-conflicting with the Company’s BusinessSeller Service Area.

Non-Competition. (a) During the Term of this Agreement and one (1) year thereafter (except Restricted Period, in the event that Employee’s employment hereunder Restricted Geographic Area each of the Sellers, each of their respective affiliates, and Westar (on behalf of itself and any Person in which Westar has made, or may in the future make, an Investment or advanced funds to (for so long as such Investment or advance is terminated without “cause”) (the "Restricted Period"outstanding)), Employee shall not, without the written consent of the Companyagree not to, directly or indirectly, alone or as a partner, officer, director, employee, consultant, agent, independent contractor, member or stockholder of any Person, engage in any business activity in the Restricted Area which is directly or indirectly in competition with or intended to compete with the products or services of the Business, or which is directly or indirectly detrimental to the Business; PROVIDED, HOWEVER, that the record or beneficial ownership by the Sellers as a passive investor of one percent (i1%) become associated withor less of the outstanding publicly traded capital stock of any such Person for investment purposes shall not be deemed to be in violation of this Section 4.5 so long as the Sellers do not breach Section 4.6 and do not provide any services related to the Business to such Person. The Sellers further agree that, render services toduring the Restricted Period, invest inin the Restricted Geographic Area the Sellers shall not in any capacity, representeither separately, advise jointly or otherwise participate in as an association with others, directly or indirectly do any of the following: (a) employ or seek to employ any Person or agent who is then employed or retained by the Business, the Purchasers or their Affiliates (or who was so employed or retained at any time within the two (2) years prior to the date the Sellers employ or seek to employ such Person); (b) solicit, induce, or influence any proprietor, partner, stockholder, lender, director, officer, employee, directorjoint venturer, stockholderinvestor, partnerconsultant, memberagent, promoterlessor, agent ofsupplier, consultant for customer or otherwise, any other Person which has a business which is conducted anyone in world and which is competitive relationship with the Business conducted by Business, the Company; Purchasers or (ii) for Employee’s own account or for the account of any other person or entity (A) interfere with the Company’s relationship with any of its supplierstheir Affiliates, customers, accounts, brokers, representatives or agents or (B) solicit or transact any business with any customer, account or supplier of the Company who or which transacts, has transacted or proposes to transact business with the Company at any time during the Term Restricted Period, to discontinue or reduce or modify the extent of this Agreementsuch relationship with the Business, the Purchasers or its Affiliates; or and (iiic) employ or otherwise engagesubmit, or solicit, entice encourage or induce on behalf discuss any proposal, plan or offer to acquire an interest in any of Employee or any other person or entitythe Business', the servicesPurchasers' or their Affiliates' identified potential acquisition candidates; provided, retention however, that the foregoing restrictions shall terminate as to the Purchasers in the event of either a liquidation of the Sellers or employment the Business or the cessation of any person who has been an employeeoperations of the Business. Notwithstanding the foregoing, principal, Section 4.5 shall not bind Westar's limited partner, stockholder, sales representative, trainee, consultant to or agent of the Company within one year of the date of such offer or solicitationGeorge L. Argyros. Notwithstanding any provisions in this Section 7, (1) this Section 7 shall not prohibit Employee from purchasing or owning up to five percent (5%) of the outstanding capital stock of a company which has a class of securities registered under Section 12 of the Securities Act of 1934, as amended and (2) to the extent not inconsistent with Employee’s obligations under this Agreement, Employee may engage in charitable or civic activities and make passive investments which are non-competitive and non-conflicting with the Company’s Business.The "

Non-Competition. (a) During From and after the Term of this Agreement and one (1) year thereafter (except in Commencement Date, the event that Employee’s employment hereunder is terminated without “cause”) (the "Restricted Period"), Employee shall Executive will not, without except pursuant to the written consent of the Companyterms hereof, directly or indirectly, own, manage, operate, join, finance, control or participate in the ownership, management, operation or control of, or be employed or engaged by or be otherwise connected in any manner with, any business under a name similar to the name of any of the Company or any direct or indirect subsidiary thereof. Prior to the termination of the Executive's employment hereunder and for a period after any such termination or expiration of this Agreement equal to the greater of (i) become associated withtwelve (12) months and (ii) the balance of the then existing Employment Period (as if this Agreement were not terminated), render services to, invest in, represent, advise or otherwise participate in the Executive will not (except as an officer, director, employee, directoragent or consultant of the Company) directly or indirectly, stockholderown, partnermanage, memberoperate, promoterjoin, or have a financial interest in, control or participate in the ownership, management, operation or control of, or be employed as an employee, agent ofor consultant, consultant for or otherwisein any other individual or representative capacity whatsoever, or use or permit her name to be used in connection with, or be otherwise connected in any manner with (i) any business or enterprise engaged (wherever located) in the design, development, manufacture, distribution or sale of any products, or the provision of any services, which the Company or its direct or indirect subsidiaries were designing, developing, manufacturing, distributing, selling or providing at any time up to an including the date of termination of this Agreement or (ii) any business which is conducted anyone in world and which is similar to or competitive with the Business conducted business carried on or planned by the Company; Company or (ii) for Employee’s own account its direct or for the account of any other person or entity (A) interfere with the Company’s relationship with any of its suppliers, customers, accounts, brokers, representatives or agents or (B) solicit or transact any business with any customer, account or supplier of the Company who or which transacts, has transacted or proposes to transact business with the Company indirect subsidiaries at any time during the Term of this Agreement; or (iii) employ or otherwise engage, or solicit, entice or induce on behalf of Employee or any other person or entity, the services, retention or employment of any person who has been an employee, principal, partner, stockholder, sales representative, trainee, consultant to or agent period of the Company within one year Executive's employment by the Company, whether during or prior to the Employment Period, unless the Executive shall have obtained the prior written consent of the date Board of such offer or solicitation. Notwithstanding any provisions in this Section 7Directors, provided that the foregoing restriction shall not be construed to prohibit the ownership by the Executive of not more than one percent (1) this Section 7 shall not prohibit Employee from purchasing or owning up to five percent (5%) of the outstanding capital stock of a company which has a any class of securities registered under Section 12 of or of the aggregate principal outstanding indebtedness of any corporation which is engaged in any of the foregoing businesses, that is registered pursuant to the Securities Exchange Act of 1934, which securities are publicly owned and regularly traded on any national exchange or in the over-the- counter market, provided further, that such ownership represents a passive investment and that neither the Executive nor any group of persons including the Executive in any way, either directly or indirectly, manages or exercises control of any such corporation, guarantees any of its financial obligations, otherwise takes part in its business other than exercising her rights as amended and (2) a shareholder, or seeks to do any of the extent not inconsistent with Employee’s obligations under this Agreement, Employee may engage in charitable or civic activities and make passive investments which are non-competitive and non-conflicting with the Company’s Businessforegoing.

Non-Competition. The Stockholder agrees that for the period commencing at the Closing and expiring on the later of (a) During the Term second anniversary of this Agreement the Closing and (b) the date that is one year after the first date on which the Stockholder ceases to Beneficially Own shares representing less than the applicable Ownership Threshold or ceases to have a right to designate a Stockholder Designee or successor thereto on the Board (1a) year thereafter (except including because the Stockholder has unilaterally irrevocably relinquished its right to appoint such designee), neither it nor any of its Affiliates shall, either directly or indirectly, alone or with others, (i) engage in the event that Employee’s employment hereunder is terminated without “cause”Business, (ii) (act as a reseller, agent or distributor in the "Restricted Period"), Employee shall not, without the written consent of the CompanyUnited States for anyone engaged, directly or indirectly, alone or with others, in the Business, (iii) act as a mobile virtual network operator in the United States (each of (i) become associated with), render services to, invest in, represent, advise or otherwise participate in as an officer, employee, director, stockholder, partner, member, promoter, agent of, consultant for or otherwise, any business which is conducted anyone in world and which is competitive with the Business conducted by the Company; or (ii) for Employee’s and (iii), a “Competing Business”), (iv) own account an interest in (whether as a stockholder, member or for the account partner, but in each case excluding any such interest not exceeding 5% of any class of security), or manage, operate, or control, or participate in or be connected with as a director, any Person engaged in a Competing Business (other person than the Company and its Affiliates), or entity (Av) interfere manufacture, market or distribute, or allow the manufacturing, marketing or distributing of, any products or services under, or use in any way, the Business Marks in the United States in connection with the Company’s relationship Business, other than by the Company and its Affiliates in accordance with the terms of the Acquisition Agreement (or any license agreements entered into pursuant to Section 4.21 or Section 4.22 of the Acquisition Agreement); provided that, notwithstanding the foregoing, for three years after the closing of the Acquisition, neither the Stockholder nor its suppliersSubsidiaries shall sell, customersmarket or provide products or services to customers in the United States under the name “T-Mobile”; provided, accountsfurther, brokers, representatives or agents that the foregoing shall not prohibit (x) customers of the Stockholder and its Affiliates outside of the United States from receiving roaming services in the United States or (By) solicit businesses of Seller or transact any business with any customer, account or supplier its Subsidiaries (other than the Company and its Subsidiaries) that are located outside of the Company who or which transactsUnited States and are, has transacted or proposes to transact business with the Company at any time during the Term of this Agreement; or (iii) employ or otherwise engage, or solicit, entice or induce on behalf of Employee or any other person or entity, the services, retention or employment of any person who has been an employee, principal, partner, stockholder, sales representative, trainee, consultant to or agent of the Company within one year as of the date hereof, engaging in activities described in the definition of Business with customers in the United States, from continuing to engage in such offer activities, provided, that such products and services are not direct substitutes for wireless voice and data services. If the final judgment of a court of competent jurisdiction declares that any term or solicitation. Notwithstanding any provisions in provision of this Section 77.1 is invalid or unenforceable, (1) this Section 7 the parties hereto agree that the court making the determination of invalidity or unenforceability will have the power to and shall not prohibit Employee from purchasing reduce the scope, duration, or owning up to five percent (5%) area of the outstanding capital stock of term or provision, to delete specific words or phrases, or to replace any invalid or unenforceable term or provision with a company which has a class of securities registered under Section 12 term or provision that is valid and enforceable and that comes closest to expressing the intention of the Securities Act invalid or unenforceable term or provision, and this Agreement will be enforceable as so modified after the expiration of 1934, as amended and (2) to the extent not inconsistent with Employee’s obligations under this Agreement, Employee time within which the judgment may engage in charitable or civic activities and make passive investments which are non-competitive and non-conflicting with the Company’s Businessbe appealed.

Non-Competition. (a) During Each Seller acknowledges that the Term covenants and --------------- agreements in this Section 10.2 are a condition precedent to the Buyer's obligations to purchase the Acquired Assets from the Sellers under this Agreement, and that the Buyer would not purchase the Acquired Assets but for agreements of each of the Sellers with the Buyer in this Agreement Section 10.2. Each Seller and one (1) year thereafter (except the Buyer acknowledges that from and after the Closing the Buyer will sell products and services to customers located throughout the world and that engagement by any Seller in the event that Employee’s employment hereunder is terminated without “cause”) (Business anywhere in the "Restricted Period")world could cause the Buyer irreparable damage. For a period from the date hereof until the fifth anniversary of the Closing Date, Employee shall notneither of the Sellers shall, without the prior written consent of the CompanyBuyer, (i) engage anywhere in the world, directly or indirectly, alone or as a shareholder (i) become associated with, render services to, invest in, represent, advise or otherwise participate in other than as an officer, employee, director, stockholdera holder of less than 1% of the capital stock of any publicly-traded corporation), partner, membermanager or consultant, promoter, agent of, consultant for or otherwise, in any business which organization that is conducted anyone engaged or becomes engaged in world and which a business that is competitive with the Business conducted by same or similar to the Company; Business, or for the benefit of the Buyer subsequent to Closing, (ii) for Employee’s own account or for the account of divert to any other person or entity (A) interfere with the Company’s relationship with any of its suppliers, customers, accounts, brokers, representatives or agents or (B) solicit or transact any business with any customer, account or supplier competitor of the Company who Buyer or which transactsits Affiliates any customer of the Buyer or its Affiliates, has transacted or proposes to transact business with the Company at any time during the Term of this Agreement; or (iii) employ solicit or otherwise engageencourage any officer, employee or solicit, entice or induce on behalf consultant of Employee the Buyer or any other person of its Affiliates to leave its employ for employment by or entity, with the services, retention Sellers or employment of any person who has been an employee, principal, partner, stockholder, sales representative, trainee, consultant to or agent competitor of the Company within one year Buyer or any of its Affiliates. If at any time the date provisions of such offer or solicitation. Notwithstanding any provisions in this Section 710.2 shall be determined to be invalid or unenforceable, (1) by reason of being vague or unreasonable as to area, duration or scope of activity, this Section 7 10.2 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 each Seller agrees that this Section 10.2 as so amended shall be valid and binding as though any invalid or unenforceable provision had not prohibit Employee from purchasing or owning up to five percent (5%) of the outstanding capital stock of a company which has a class of securities registered under Section 12 of the Securities Act of 1934, as amended and (2) to the extent not inconsistent with Employee’s obligations under this Agreement, Employee may engage in charitable or civic activities and make passive investments which are non-competitive and non-conflicting with the Company’s Businessbeen included herein.

Non-Competition. (a) During The Executive agrees and acknowledges that, in connection with her employment with the Term Company, she will be provided with access to and become familiar with confidential and proprietary information and trade secrets belonging to the Company. The Executive further acknowledges and agrees that, given the nature of this Agreement information and trade secrets, it is likely that such information and trade secrets would inevitably be used or revealed, either directly or indirectly, in any subsequent employment with a competitor of the Company in any position comparable to the position she holds with the Company under this Agreement. In consideration of her employment with the Company pursuant to this Agreement, and other good and valuable consideration, the receipt of which is hereby acknowledged, the Executive agrees that, while she is in the employ of the Company and for a one (1) year thereafter (except in period after the event that Employee’s effective date of termination of her employment hereunder is terminated without “cause”) (the "Restricted Period")for any reason, Employee she shall not, without the written consent either on her own behalf or on behalf of the Companyany third party, directly or indirectly, (i) become associated withown, render services tomanage, invest inoperate, representjoin, advise control, finance or otherwise participate in the ownership, management, operation, control, or financing of, or be connected as an a proprietor, partner, stockholder, officer, employee, director, stockholderprincipal, partneragent, memberrepresentative, promoterjoint venturer, agent ofinvestor, lender, consultant for or otherwiseotherwise with, or use or permit her name to be used in connection with, any business which is conducted anyone or enterprise engaged directly or indirectly in world and which is competitive with the Business conducted by the Company; or (ii) for Employee’s own account or for the account of any other person or entity (A) interfere with the Company’s relationship competition with any of its suppliers, customers, accounts, brokers, representatives business conducted or agents or (B) solicit or transact any business with any customer, account or supplier of the Company who or which transacts, has transacted or proposes to transact business with contemplated by the Company at any time during the Term of this Agreement; or twelve (iii12) employ or otherwise engage, or solicit, entice or induce on behalf of Employee or month period leading up to the termination and any other person business engaged in or entitycontemplated by the Company that the Executive is or has been directly involved with or has business plans to enter during the twelve (12) month period leading up to the termination of the Executive’s employment (the “Business”). It is recognized by the Executive and the Company that the Business is and is expected to continue to be conducted throughout the United States and internationally, the services, retention or employment and that more narrow geographical limitations of any person who has been an employee, principal, partner, stockholder, sales representative, trainee, consultant nature on this non-competition covenant (and the non-solicitation provisions set forth in Section 8 below) are therefore not appropriate. The foregoing restriction shall not be construed to or agent prohibit the ownership by the Executive as a passive investment of not more than one percent (1%) percent of any class of securities of any corporation which is engaged in any of the Company within one year of the date of such offer or solicitation. Notwithstanding any provisions in this Section 7, (1) this Section 7 shall not prohibit Employee from purchasing or owning up to five percent (5%) of the outstanding capital stock of a company which has foregoing businesses having a class of securities registered under Section 12 of pursuant to the Securities Exchange Act of 1934, as amended and (2) to the extent not inconsistent with Employee’s obligations under this Agreement, Employee may engage in charitable or civic activities and make passive investments which are non-competitive and non-conflicting with the Company’s Businessamended.

Non-Competition. (a) During Without the Term consent in writing of this Agreement and one (1) year thereafter (except in the event that Employee’s employment hereunder is terminated without “cause”) (the "Restricted Period")Board, Employee shall Executive will not, without the written consent of the Company, directly or indirectly, (i) become associated with, render services to, invest in, represent, advise or otherwise participate in as an officer, employee, director, stockholder, partner, member, promoter, agent of, consultant for or otherwise, any business which is conducted anyone in world and which is competitive with the Business conducted by the Company; or (ii) for Employee’s own account or for the account of any other person or entity (A) interfere with the Company’s relationship with any of its suppliers, customers, accounts, brokers, representatives or agents or (B) solicit or transact any business with any customer, account or supplier of the Company who or which transacts, has transacted or proposes to transact business with the Company at any time during the Term and for a period of this Agreement; two years following termination of Executive’s employment for any reason, acting alone or in conjunction with others, directly or indirectly (iiii) employ or otherwise engageengage (either as owner, or solicit, entice or induce on behalf of Employee or any other person or entity, the services, retention or employment of any person who has been an employee, principalinvestor, partner, stockholder, sales representativeemployer, traineeemployee, consultant to consultant, advisor, or agent director) in any business in which she has been directly engaged on behalf of the Company within one year or any affiliate, or has supervised as an executive thereof, during the last two years prior to such termination, or which was engaged in or planned by the Company or an affiliate at the time of such termination, in any geographic area in which such business was conducted or planned to be conducted; (ii) induce any customers of the date Company or any of its affiliates with whom Executive has had contacts or relationships, directly or indirectly, during and within the scope of her employment with the Company or any of its affiliates, to curtail or cancel their business with the Company or any such offer affiliate; (iii) induce, or attempt to influence, any employee of the Company or any of its affiliates to terminate employment; or (iv) solicit, hire or retain as an employee or independent contractor, or assist any third party in the solicitation, hire, or retention as an employee or independent contractor, any person who during the previous 12 months was an employee of the Company or any affiliate; provided, however, that the limitation contained in clause (i) above shall not apply if Executive’s employment is terminated as a result of a termination by the Company without Cause within two years following a Change in Control or is terminated by Executive for Good Reason within two years following a Change in Control, and provided further, that activities engaged in by or on behalf of the Company are not restricted by this covenant. Notwithstanding The provisions of subparagraphs (i), (ii), (iii), and (iv) above are separate and distinct commitments independent of each of the other subparagraphs. It is agreed that the ownership of not more than one percent of the equity securities of any provisions company having securities listed on an exchange or regularly traded in the over-the-counter market shall not, of itself, be deemed inconsistent with clause (i) of this Section 7, (1) this Section 7 shall not prohibit Employee from purchasing or owning up to five percent (5%) of the outstanding capital stock of a company which has a class of securities registered under Section 12 of the Securities Act of 1934, as amended and (2) to the extent not inconsistent with Employee’s obligations under this Agreement, Employee may engage in charitable or civic activities and make passive investments which are non-competitive and non-conflicting with the Company’s Business10(a).

Non-Competition. (a) During Each of the Term Sellers understands that Buyer shall be entitled to protect and preserve the going concern value of the business of Target and its Subsidiaries to the extent permitted by Law and that Buyer would not have entered into this Agreement absent the provisions of this Agreement and one Section 6(d)(i) and, therefore, for a period from the Closing Date until two (12) year thereafter (except in the event that Employee’s employment hereunder is terminated without “cause”) years after such time (the "“Restricted Period"”), Employee each Seller shall not, without the written consent of the Company, directly or indirectly, (iA) become associated withengage in activities or businesses, render services toor establish any new businesses (in each case whether as an owner, invest inofficer, representdirector, advise manager, partner, employee, independent contractor, consultant or otherwise), that provides automobile or truck financing loans, or otherwise participate assists in the provision of or arranges for automobile or truck financing loans, primarily to United States military personnel (whether in the United States or elsewhere), or otherwise competes with the business conducted by the Target as of the Closing Date or as contemplated to be conducted by Target or its Subsidiaries as set forth in the Confidential Memorandum, or (B) influence or attempt to influence any supplier, licensor, licensee, strategic partner, distributor or customer to terminate or modify any Contract (or any course of dealing thereunder) with Target or any of its Subsidiaries (collectively, “Competitive Activities”); provided, however, the foregoing provisions shall not prohibit (x) any Seller from owning up to 2% of the outstanding voting securities of a publicly-traded company so long as neither such Seller, nor any of its Affiliates, seeks to influence or control, or is otherwise involved as an officer, employee, director, stockholder, partner, member, promoter, agent manager or employee of, or independent contractor or consultant for to, such publicly-traded company, (y) ownership of one or otherwisemore automobile dealers or dealerships by any Seller, any business which is conducted anyone in world and which is competitive with the Business conducted by the Company; or (iiz) for Employee’s own account Xxxxxx from performing services as an employee of Target or for its Affiliates after the account of any other person or entity (A) interfere with the Company’s relationship with any of its suppliers, customers, accounts, brokers, representatives or agents or (B) solicit or transact any business with any customer, account or supplier of the Company who or which transacts, has transacted or proposes to transact business with the Company at any time during the Term of this Agreement; or (iii) employ or otherwise engage, or solicit, entice or induce Closing Date on behalf of Employee or any other person or entity, the services, retention or employment of any person who has been an employee, principal, partner, stockholder, sales representative, trainee, consultant to or agent of the Company within one year of the date of such offer or solicitation. Notwithstanding any provisions in this Section 7, (1) this Section 7 shall not prohibit Employee from purchasing or owning up to five percent (5%) of the outstanding capital stock of a company Target and its Affiliates which has a class of securities registered under Section 12 of the Securities Act of 1934, as amended and (2) to the extent not inconsistent with Employee’s obligations under this Agreement, Employee may engage in charitable or civic activities and make passive investments which are non-competitive and non-conflicting with the Company’s Businesscould constitute Competitive Activities.

Non-Competition. (a) During From and after the Term of this Agreement and one (1) year thereafter (except in Commencement Date, the event that Employee’s employment hereunder is terminated without “cause”) (the "Restricted Period"), Employee shall Executive will not, without except pursuant to the written consent of the Companyterms hereof, directly or indirectly, own, manage, operate, join, finance, control or participate in the ownership, management, operation or control of, or be employed or engaged by or be otherwise connected in any manner with, any business under a name similar to the name of any of the Company or any direct or indirect subsidiary thereof. Prior to the termination of the Executive's employment hereunder and for a period after any such termination or expiration of this Agreement equal to the greater of (i) become associated withtwelve (12) months and (ii) the balance of the then existing Employment Period (as if this Agreement were not terminated), render services to, invest in, represent, advise or otherwise participate in the Executive will not (except as an officer, director, employee, directoragent or consultant of the Company) directly or indirectly, stockholderown, partnermanage, memberoperate, promoterjoin, or have a financial interest in, control or participate in the ownership, management, operation or control of, or be employed as an employee, agent ofor consultant, consultant for or otherwisein any other individual or representative capacity whatsoever, or use or permit her name to be used in connection with, or be otherwise connected in any manner with (i) any business or enterprise engaged (wherever located) in the design, development, manufacture, distribution or sale of any products, or the provision of any services, which the Company or its direct subsidiaries were designing, developing, manufacturing, distributing, selling or providing at any time up to an including the date of termination of this Agreement or (ii) any business which is conducted anyone in world and which is similar to or competitive with the Business conducted business carried on or planned by the Company; Company or (ii) for Employee’s own account or for the account of any other person or entity (A) interfere with the Company’s relationship with any of its suppliers, customers, accounts, brokers, representatives or agents or (B) solicit or transact any business with any customer, account or supplier of the Company who or which transacts, has transacted or proposes to transact business with the Company direct subsidiaries at any time during the Term of this Agreement; or (iii) employ or otherwise engage, or solicit, entice or induce on behalf of Employee or any other person or entity, the services, retention or employment of any person who has been an employee, principal, partner, stockholder, sales representative, trainee, consultant to or agent period of the Company within one year Executive's employment by the Company, whether during or prior to the Employment Period, unless the Executive shall have obtained the prior written consent of the date Board of such offer or solicitation. Notwithstanding any provisions in this Section 7Directors, provided that the foregoing restriction shall not be construed to prohibit the ownership by the Executive of not more than one percent (1) this Section 7 shall not prohibit Employee from purchasing or owning up to five percent (5%) of the outstanding capital stock of a company which has a any class of securities registered under Section 12 of or of the aggregate principal outstanding indebtedness of any corporation which is engaged in any of the foregoing businesses, that is registered pursuant to the Securities Exchange Act of 1934, which securities are publicly owned and regularly traded on any national exchange or in the over-the-counter market, provided further, that such ownership represents a passive investment and that neither the Executive nor any group of persons including the Executive in any way, either directly or indirectly, manages or exercises control of any such corporation, guarantees any of its financial obligations, otherwise takes part in its business other than exercising her rights as amended and (2) a shareholder, or seeks to do any of the extent not inconsistent with Employee’s obligations under this Agreement, Employee may engage in charitable or civic activities and make passive investments which are non-competitive and non-conflicting with the Company’s Businessforegoing.

Non-Competition. In consideration for (ai) During the Term of this Agreement and one the payments and benefits provided herein; (1ii) year thereafter the Company’s promise to provide Confidential Information to the Grantee, (except iii) the substantial economic investment made by the Company in the event that Employee’s employment hereunder is terminated without “cause”) (Confidential Information and the "Restricted Period"), Employee shall not, without the written consent goodwill of the Company, (iv) the Company’s employment of the Grantee, and (v) the compensation and other benefits provided by the Company to the Grantee, to protect the Company’s Confidential Information and the business goodwill of the Company, the Grantee agrees to the following restrictive covenants and the covenants set forth in Sections 10(c), (d), (e), and (f). During the Grantee’s employment and for a twelve (12) month period subsequent to the date of the Grantee’s termination of employment (the “Restricted Period”), the Grantee agrees he or she will not, directly or indirectly, absent the express, written consent of the Chief Executive Officer of the Company (ithe “CEO”) or the Chairman of the Committee (the “Chairman”), or either of their respective designees, become associated withor serve as, render services todirectly or indirectly, invest ina director, represent, advise or otherwise participate in as an officer, employee, director, stockholderowner, partner, memberadvisor, promoteragent, agent ofor consultant with, consultant for or otherwiseengage in, any business which is conducted anyone in world that manufactures, provides or sells rail manufacturing, rail maintenance, rail leasing or rail management, tank or freight railcars, railcar parts or heads, or highway products, shipper services, and which is competitive with the Business conducted all other products and services provided, or seriously pursued, by the Company; Company or (ii) for Employeeits Affiliates during the period from the Date of Grant through the date of the Grantee’s own account termination of employment, in any state, or for similar geographic territory, in which the account of any other person Company or entity (A) interfere with the Company’s relationship with any of its suppliers, customers, accounts, brokers, representatives or agents or (B) solicit or transact any business with any customer, account or supplier of the Company who or which transacts, has transacted or proposes to transact business with the Company at any time during the Term of this Agreement; or (iii) employ or otherwise engage, or solicit, entice or induce on behalf of Employee or any other person or entity, the services, retention or employment of any person who has been an employee, principal, partner, stockholder, sales representative, trainee, consultant to or agent of the Company within one year Affiliates operate as of the date of the Grantee’s termination of employment and for which the Grantee performed services, had responsibility or received Confidential Information (“Restricted Territory”). Further, for a twelve (12) month period after the Grantee’s termination of employment, the Grantee agrees not to serve as a consulting or testifying expert for any third party in any legal proceedings (including arbitration or mediation) or threatened legal proceedings involving the Company, unless called to do so by the Company or an Affiliate. The Grantee agrees to notify the CEO in writing, with a copy of such offer or solicitation. Notwithstanding any provisions in this Section 7, (1) this Section 7 shall not prohibit Employee from purchasing or owning up to five percent (5%) of the outstanding capital stock of a company which has a class of securities registered under Section 12 of the Securities Act of 1934, as amended and (2) notice to the extent not inconsistent Chairman, in the event the Grantee accepts employment or service of any nature with Employee’s obligations under this Agreementany person, Employee may engage in charitable business, or civic activities and make passive investments which are non-competitive and non-conflicting with entity during the Company’s BusinessRestricted Period.

Non-Competition. Without the consent in writing of the Board, upon the Executive's Date of Termination for any reason, Executive will not, for a period of two years thereafter, acting alone or in conjunction with others, directly or indirectly (ai) During the Term of this Agreement and one engage (1either as owner, investor, partner, stockholder, employer, employee, consultant, advisor or director (other than as below)) year thereafter (except in any business in the event that Employee’s employment hereunder continental United States which is terminated without “cause”) (a material business conducted by the "Restricted Period"), Employee shall not, without Company or any of its subsidiaries on the written consent date of the Companyconsummation of a Change of Control in which he has been directly engaged, or has supervised as an executive, on the date of the consummation of the Change of Control and which is directly in competition with a material business then conducted by the Company or any of its subsidiaries on the date of the consummation of the Change of Control; (ii) induce any customers of the Company or any of its subsidiaries with whom Executive has had contacts or relationships, directly or indirectly, (i) become associated with, render services to, invest in, represent, advise or otherwise participate in as an officer, employee, director, stockholder, partner, member, promoter, agent of, consultant for or otherwise, any business which is conducted anyone in world during and which is competitive within the scope of his employment with the Business conducted by the Company; Company or (ii) for Employee’s own account or for the account of any other person or entity (A) interfere with the Company’s relationship with any of its supplierssubsidiaries, customers, accounts, brokers, representatives to curtail or agents or (B) solicit or transact any cancel their business with such companies or any customer, account or supplier of the Company who or which transacts, has transacted or proposes to transact business with the Company at any time during the Term of this Agreementthem; or (iii) employ or otherwise engageinduce, or solicitattempt to influence, entice or induce on behalf any employee of Employee the Company or any of its subsidiaries to terminate employment. The provisions of subparagraphs (i), (ii), and (iii) above are separate and distinct commitments independent of each of the other person or entity, subparagraphs. It is agreed that the services, retention or employment ownership of not more than one percent of the equity securities of any person who has been company having securities listed on an exchange or regularly traded in the over-the-counter market shall not, of itself, be deemed inconsistent with clause (i) of this paragraph (a), neither shall service (whether as an employee, principalofficer, partnerdirector or consultant) with respect to Commercial Intertech Corp., stockholdernor shall service as a member of a board of directors on which Executive is serving on the Date of Termination (including any successor board thereto) be deemed, sales representativeof itself, trainee, consultant to or agent be inconsistent with clause (i) of this paragraph (a). The Executive and the Company agree that the value to be assigned to the obligations of the Company within Executive under this paragraph (a) is an amount equal to one year of the date of such offer or solicitation. Notwithstanding any provisions in this Section 7, (1) this Section 7 shall not prohibit Employee from purchasing or owning up to five hundred percent (5100%) of the outstanding capital stock Executive's Annual Base Salary and Recent Annual Bonus. Violation of a company which has a class of securities registered under Section 12 of the Securities Act of 1934, as amended and 11(a) or (2b) shall not require Executive to the extent not inconsistent with Employee’s obligations under this Agreement, Employee may engage in charitable return any payment or civic activities and make passive investments which are non-competitive and non-conflicting with the Company’s Businessbenefit previously distributed to Executive.

Non-Competition. (a) During the Term period of this Agreement and one (1) year thereafter (except in the event that EmployeeExecutive’s employment hereunder is terminated without “cause”with any member of the Company Group and through the earlier of (y) July 4, 2021 and (z) the "Restricted Period")execution and effectiveness of a consulting agreement between Executive or an affiliate of Executive, Employee shall on the one hand, and a member of the Company Group, on the other, Executive will not, and will not permit any other Person controlling, controlled by or under common control, directly or indirectly, with Executive to, directly or indirectly, without the prior written consent of the Company, which may be withheld in the Company’s sole and absolute discretion, directly or indirectly, (i) become associated with, render services to, indirectly engage or invest in, representown, advise manage, operate, finance, control or otherwise participate in the ownership, management, operation, financing or control of, be employed by, serve as an agent, officer, employeedirector or consultant to, directorbe associated with or in any manner connected with, stockholderlend his, partnerher, memberor its name or any similar name to, promoterlend his, agent of, consultant for her or otherwiseits credit or render services or advice to, any business which is conducted anyone Competitive Business anywhere throughout the lower 48 contiguous United States, provided, however, that nothing herein will be deemed to prevent Executive from acquiring through market purchases and owning, solely as an investment, less than one percent (1%) in world and which is competitive with the Business conducted by aggregate of the Company; or (ii) for Employee’s own account or for the account equity securities of any other person or entity (A) interfere with the Company’s relationship with any of its suppliers, customers, accounts, brokers, representatives or agents or (B) solicit or transact any business with any customer, account or supplier of the Company who or which transacts, has transacted or proposes to transact business with the Company at any time during the Term of this Agreement; or (iii) employ or otherwise engage, or solicit, entice or induce on behalf of Employee or any other person or entity, the services, retention or employment of any person who has been an employee, principal, partner, stockholder, sales representative, trainee, consultant to or agent of the Company within one year of the date of such offer or solicitation. Notwithstanding any provisions in this Section 7, (1) this Section 7 shall not prohibit Employee from purchasing or owning up to five that derives more than fifty percent (550%) of its gross revenues from the outstanding capital stock conduct of a company which has a class of securities any Competitive Business, whose shares are registered under Section 12 12(b) or Section 12(g) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and are listed or admitted for trading on any United States national securities exchange or are quoted on any system of automated dissemination of quotations of securities prices in common use, so long as Executive is not directly or indirectly a member of any “control group” (2within the meaning of the rules and regulations of the Securities and Exchange Commission) of any such issuer; and provided further, however, that nothing herein will be deemed to the extent not inconsistent with Employee’s obligations under this Agreementprevent Executive from acquiring through market purchases and owning, Employee may engage solely as an investment, any shares, units or other interest in charitable a mutual fund, exchange-traded fund, unit investment trust, or civic activities and make passive similar investment vehicle whose holdings include investments which are non-competitive and non-conflicting with the Company’s in any Competitive Business or any entity involved in a Competitive Business.

Non-Competition. The Employee agrees that, for a period of twelve --------------- (a12) During months following the Term date of termination of this Agreement (other than a termination that results solely from the expiration of the initial or extended normal term of this Agreement contemplated by Sections 1.02 and one (1) year thereafter (except 1.06 hereof), he will not directly or indirectly own, manage, operate, control or participate in the event that Employee’s employment hereunder is terminated without “cause”) (the "Restricted Period")ownership, Employee shall notmanagement, without the written consent of the Companyoperation or control of, directly or indirectly, (i) become associated with, render services to, invest in, represent, advise or otherwise participate in be connected as an officer, employee, director, stockholder, partner, memberdirector or otherwise with, promoteror have any financial interest in, agent or aid or assist anyone else in the conduct of, consultant for or otherwisesolicit any employees of the Company on behalf of, any entity or business which is conducted anyone in world and which is competitive competes directly with the Business footwear and retail businesses conducted by the Company or by any group, division or subsidiary of the Company, in any area where such business is being conducted or is proposed to be conducted at such date of termination; provided, however, that this provision shall not apply if this Agreement is terminated as provided in the parenthetical phrase set forth above in this sentence. It is understood and agreed that, for the purposes of the foregoing provisions of this Section 5.07, (i) no business shall be deemed to be a business conducted by the Company; , or (ii) for Employee’s own account any group, division or for the account subsidiary of any other person or entity (A) interfere with the Company’s relationship with any of its suppliers, customers, accounts, brokers, representatives or agents or (B) solicit or transact any business with any customer, account or supplier of the Company who or which transacts, has transacted or proposes to transact business with the Company at any time during the Term of this Agreement; or (iii) employ or otherwise engage, or solicit, entice or induce on behalf of Employee or any other person or entity, the services, retention or employment of any person who has been an employee, principal, partner, stockholder, sales representative, trainee, consultant to or agent of the Company within one year of the date of such offer or solicitation. Notwithstanding any provisions in this Section 7, (1) this Section 7 shall unless not prohibit Employee from purchasing or owning up to less than five percent (5%) of the outstanding capital Company's consolidated gross sales or operating revenues is derived from, or not less than five percent (5%) of the Company's consolidated assets is devoted to, such business; and (ii) no business conducted by any entity by which the Employee is employed or in which he is interested or with which he is connected or associated shall be deemed competitive with any business conducted by the Company unless it is one from which five percent (5%) or more its consolidated gross sales or operating revenues is derived, or to which five percent (5%) or more of its consolidated assets is devoted; provided, however, that if the actual gross sales or operating revenues or assets of such entity derived from or devoted to such business is equal to or in excess of ten percent (10%) of the most nearly comparable figure for the Company, such business of such entity shall be deemed, to be competitive with a business of the Company. Furthermore, ownership of five percent (5%) or less of the voting stock of any publicly held corporation shall not constitute a company which has a class violation of securities registered under this Section 12 of the Securities Act of 1934, as amended and (2) to the extent not inconsistent with Employee’s obligations under this Agreement, Employee may engage in charitable or civic activities and make passive investments which are non-competitive and non-conflicting with the Company’s Business5.07.

Non-Competition. (ai) During the Term of this Agreement and one (1) year thereafter (except in Non-Compete Period, the event that Employee’s employment hereunder is terminated without “cause”) (the "Restricted Period"), Employee Executive shall not, without the written consent directly or indirectly through an intermediary, (A) solicit or encourage any client or customer of the CompanyEmployer or any Company Affiliate, directly or indirectly, (i) become associated with, render services to, invest in, represent, advise or otherwise participate in as an officer, employee, director, stockholder, partner, member, promoter, agent of, consultant for or otherwise, any business which is conducted anyone in world and which is competitive with the Business conducted by the Company; or (ii) for Employee’s own account or for the account of any other person or entity (A) interfere who was 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 Company Affiliate any existing business arrangements with the Company’s relationship with Employer or any of its suppliers, customers, accounts, brokers, representatives Company Affiliate or agents to transfer existing business from the Employer or (B) solicit or transact any business with any customer, account or supplier of the Company who or which transacts, has transacted or proposes Affiliate to transact business with the Company at any time during the Term of this Agreement; or (iii) employ or otherwise engage, or solicit, entice or induce on behalf of Employee or any other person or entity, or (B) provide services to any entity if (i) during the preceding 12 months more than 10% of the revenues of such entity and its affiliates is derived from any business from which the Employer derived more than 10% of its revenues during such period (such percentage determined on a pro forma basis for any business acquired during such 12 month period as if the acquisition had occurred at the beginning of such 12 month period) (a “Material Business”) or (ii) the services to be provided by the Executive are competitive with a Material Business and substantially similar to those previously provided by the Executive to the Employer; provided, however, that following a Change in Control, this Section 7(d)(i)(B)(i) shall not apply to the Executive, or (C) own an interest in any entity described in subsection (B)(i) immediately above; provided, however, that Executive may own, as a passive investor, securities of any such entity that has outstanding publicly traded securities so long as his direct holdings in any such entity shall not in the aggregate constitute more than 5% of the voting power of such entity. For purposes of this Section 7(d), a “client or customer” shall be limited to any actual borrower, customer or client of the Employer (as set forth in the Employer’s CAM or substantially similar successor or other system) and any other entity in the “term sheet issued,” “term sheet executed” or “credit committee approved” categories listed in the Employer’s DealTracker or substantially similar successor or other system. The Executive agrees that, before providing services, retention whether as an employee or employment consultant, to any entity during the Non-Compete Period, he will provide a copy of any person who this Agreement to such entity, and such entity shall acknowledge to the Employer in writing that it has been an employeeread this Agreement. The Executive acknowledges that this covenant has a unique, principalvery substantial and immeasurable value to the Employer, partnerthat the Executive has sufficient assets and skills to provide a livelihood for the Executive while such covenant remains in force and that, stockholder, sales representative, trainee, consultant to or agent as a result of the Company within one year foregoing, in the event that the Executive breaches such covenant, monetary damages would be an insufficient remedy for the Employer and equitable enforcement of the date of such offer or solicitation. Notwithstanding any provisions in this Section 7, (1) this Section 7 shall not prohibit Employee from purchasing or owning up to five percent (5%) of the outstanding capital stock of a company which has a class of securities registered under Section 12 of the Securities Act of 1934, as amended and (2) to the extent not inconsistent with Employee’s obligations under this Agreement, Employee may engage in charitable or civic activities and make passive investments which are non-competitive and non-conflicting with the Company’s Businesscovenant would be proper.

Non-Competition. (a) During In view of the Term unique and valuable services it is expected the Employee will render to the Company, the Employee's knowledge of this Agreement the customers, trade secrets, and other proprietary information relating to the business of the Company and its customers and suppliers, and similar knowledge regarding the Company it is expected the Employee will obtain, the Employee agrees that during the Employment Period and for a period of one (1) year thereafter (except thereafter, he will not compete with, or be engaged in the event same business as, the Company with respect to any product or service sold, or activity engaged in, by the Company in any geographical area which, at the Transition Date, such product or service is sold, or activity is engaged in, by the Company; provided, however, that the provisions of this Section 4 shall not be interpreted to preclude the Employee’s employment hereunder is terminated without “cause”, at any time and from time to time, from (a) (the "Restricted Period"), Employee shall not, without the written consent Participating in any other person or organization if approved by a majority of the Company, directly or indirectly, (i) become associated with, render services to, invest in, represent, advise or otherwise participate in as an officer, employee, director, stockholder, partner, member, promoter, agent of, consultant for or otherwise, any business which is conducted anyone in world and which is competitive with the Business conducted by independent Directors of the Company; or (iib) for Employee’s own account or for to the account of any other person or entity (A) interfere with the Company’s relationship with any of its suppliersextent otherwise prohibited hereby, customers, accounts, brokers, representatives or agents or (B) solicit or transact any business with any customer, account or supplier of the Company who or which transacts, has transacted or proposes to transact business with the Company at any time during the Term of this Agreement; or (iii) employ or otherwise engage, or solicit, entice or induce on behalf of Employee or any other person or entity, the services, retention or employment of any person who has been an employee, principal, partner, stockholder, sales representative, trainee, consultant to or agent of the Company within one year of the date of such offer or solicitation. Notwithstanding any provisions in this Section 7, (1) this Section 7 shall owning not prohibit Employee from purchasing or owning up to more than five percent (5%) of the outstanding capital stock of a company any publicly-traded person; or (c) owning interests in certain persons, which has a class of securities registered under Section 12 of interests are owned by the Securities Act of 1934Employee on the date hereof. 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, loaning money to or lending money to, or participate in or participating in, as amended and (2) to the extent not inconsistent 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, partner, consultant, agent, independent contractor, or otherwise, with Employee’s obligations under this Agreementor acquiesce or acquiescing, Employee as the case may engage be, in charitable or civic activities and make passive investments which are non-competitive and non-conflicting with the Company’s Businessuse of his name in.

Non-Competition. (a) During In order to induce AMS to enter into this --------------- Agreement, each of Xxxxx Xxxxx and Xxxxx Xxxxx covenants and agrees that from the Term Closing until January 1, 2001, he or she shall not, and shall not permit any of his or her Affiliates, (i) to engage in any business similar to, or in any way competitive with, that carried on by CII as constituted on the date of this Agreement and one within any county in any state in which CII is engaged in any such similar or competitive business (1"Competitive Business") year thereafter (except pursuant to agreements with AMS or its Affiliates), (ii) to acquire any legal or beneficial interest in, or otherwise participate in the event that Employee’s employment hereunder ownership of any person, firm, corporation, partnership or other entity or association which is terminated without “cause”or becomes engaged in a Competitive Business, except ownership of less than one percent of a publicly traded company shall be permissible, (iii) (directly or indirectly solicit, canvass or otherwise contact or accept any business or transaction from any present or former customers or distributors of CII, or take any action which shall cause the "Restricted Period"), Employee shall not, without the written consent termination or curtailment of the Companybusiness relationship between CII (and/or its successor or successors) and any of its present or former customers or distributors relating to a Competitive Business, (iv) directly or indirectly, (i) become associated withwithout the prior written consent of AMS, render services tosolicit, invest inentice, representraid, advise persuade or otherwise participate in induce any individual who as an officer, employee, director, stockholder, partner, member, promoter, agent of, consultant for or otherwise, any business which is conducted anyone in world and which is competitive with the Business conducted by the Company; or (ii) for Employee’s own account or for the account of any other person or entity (A) interfere with the Company’s relationship with any of its suppliers, customers, accounts, brokers, representatives or agents or (B) solicit or transact any business with any customer, account or supplier of the Company who date of this Agreement is, or which transacts, has transacted or proposes to transact business with the Company at any time during the Term such period shall be, an employee or independent contractor of this Agreement; AMS or (iii) employ CII or otherwise engagetheir Affiliates, or solicitany of their respective successors, entice to terminate or induce on behalf of Employee refrain from renewing or extending his or her employment or independent contractor status with AMS, CII or their Affiliates, or any other person or entity, of their respective successors. This covenant and agreement is included herein in order to protect the services, retention or employment of any person who has been an employee, principal, partner, stockholder, sales representative, trainee, consultant to or agent value of the Company within one year business of CII being acquired by AMS pursuant to this Agreement and to assure that AMS and CII shall have the full benefit of the date of such offer or solicitation. Notwithstanding any provisions in this Section 7, (1) this Section 7 shall not prohibit Employee from purchasing or owning up to five percent (5%) of the outstanding capital stock of a company which has a class of securities registered under Section 12 of the Securities Act of 1934, as amended and (2) to the extent not inconsistent with Employee’s obligations under this Agreement, Employee may engage in charitable or civic activities and make passive investments which are non-competitive and non-conflicting with the Company’s Businessvalue thereof.

Non-Competition. (a) During the Term Service Period and for a period of this Agreement and one eighteen (118) year thereafter (except in months after the event that Employee’s employment hereunder is terminated without “cause”) (Date of Termination, the "Restricted Period"), Employee Executive shall not, without unless he receives the prior written consent of the Company, directly or indirectly, (i) become associated own an interest in, manage, operate, join, control, lend money or render financial or other assistance to, participate in or be connected with, render services to, invest in, represent, advise or otherwise participate in as an officer, employee, directorpartner, stockholder, partner, member, promoter, agent of, consultant for or otherwise, or engage in any activity or capacity (collectively, the "Competitive Activities") with respect to any individual, partnership, limited liability company, firm, corporation or other business which organization or entity (each, a "Person"), that is conducted anyone engaged directly or indirectly in world and which is competitive with the Business conducted by provision of software offerings substantially similar to those of the Company, provided that those offerings represent at least 10% of the revenue of the Company including its direct or indirect subsidiaries anywhere in the world; provided, however, that the foregoing (a) shall not apply with respect to any line-of-business in which the Company or its direct or indirect subsidiaries was not engaged on or before the Date of Termination, and (b) shall not prohibit the Executive from (i) owning, or otherwise having an interest in, less than three percent (3%) of any publicly-owned entity or (ii) for Employee’s own account or for the account of any other person or entity (A) interfere with the Company’s relationship with any of its suppliersowning, customers, accounts, brokers, representatives or agents or (B) solicit or transact any business with any customer, account or supplier of the Company who or which transacts, has transacted or proposes to transact business with the Company at any time during the Term of this Agreement; or (iii) employ or otherwise engagehaving an interest in, or solicit, entice or induce on behalf of Employee or any other person or entity, the services, retention or employment of any person who has been an employee, principal, partner, stockholder, sales representative, trainee, consultant to or agent of the Company within one year of the date of such offer or solicitation. Notwithstanding any provisions in this Section 7, (1) this Section 7 shall not prohibit Employee from purchasing or owning up to less than five percent (5%) of any private equity fund or similar investment fund that invests in companies engaged in Competitive Activities, or providing consulting or advisory services with respect to any such fund, provided the outstanding capital stock Executive has no active role with respect to any investment by such fund in any Person referred to in this Section 5.3. Executive hereby acknowledges that the scope of a company which has a class of securities registered under Section 12 prohibited activities and the time duration of the Securities Act provisions of 1934, as amended this Section 5.3 are reasonable and (2) are no broader than are necessary to protect the extent not inconsistent with Employee’s obligations under this Agreement, Employee may engage in charitable or civic activities and make passive investments which are non-competitive and non-conflicting with legitimate business interests of the Company’s Business. Executive acknowledges and agrees that this noncompetition provision shall survive the termination of his employment, and can only be revoked or modified by a writing signed by the parties which specifically states an intent to revoke or modify this provision. Executive acknowledges that the Company would not employ him or provide him with access to its Confidential Information but for his covenants or promises contained in this Section.

Non-Competition. (a) During Without the Term consent in writing of this Agreement and the Board, upon the Executive's Date of Termination for any reason, Executive will not, for a period of one (1) year thereafter thereafter, acting alone or in conjunction with others, directly or indirectly (except i) engage (either as owner, investor, partner, stockholder, employer, employee, consultant, advisor or director (other than as below)) in any business in the event that Employee’s employment hereunder continental United States which is terminated without “cause”) (a material business conducted by the "Restricted Period"), Employee shall not, without Company or any of its subsidiaries on the written consent date of the Companyconsummation of a Change of Control in which he has been directly engaged, or has supervised as an executive, on the date of the consummation of the Change of Control and which is directly in competition with a material business then conducted by the Company or any of its subsidiaries on the date of the consummation of the Change of Control; (ii) induce any customers of the Company or any of its subsidiaries with whom Executive has had contacts or relationships, directly or indirectly, (i) become associated with, render services to, invest in, represent, advise or otherwise participate in as an officer, employee, director, stockholder, partner, member, promoter, agent of, consultant for or otherwise, any business which is conducted anyone in world during and which is competitive within the scope of his employment with the Business conducted by the Company; Company or (ii) for Employee’s own account or for the account of any other person or entity (A) interfere with the Company’s relationship with any of its supplierssubsidiaries, customers, accounts, brokers, representatives to curtail or agents or (B) solicit or transact any cancel their business with such companies or any customer, account or supplier of the Company who or which transacts, has transacted or proposes to transact business with the Company at any time during the Term of this Agreementthem; or (iii) employ or otherwise engageinduce, or solicitattempt to influence, entice or induce on behalf of Employee or any other person or entity, the services, retention or employment of any person who has been an employee, principal, partner, stockholder, sales representative, trainee, consultant to or agent employee of the Company within one year or any of its subsidiaries to terminate employment. The provisions of subparagraphs (i), (ii), and (iii) above are separate and distinct commitments independent of each of the date other subparagraphs. It is agreed that the ownership of such offer not more than one percent of the equity securities of any company having securities listed on an exchange or solicitationregularly traded in the over-the-counter market shall not, of itself, be deemed inconsistent with clause (i) of this paragraph (a). Notwithstanding any provisions in The Executive and the Company agree that the value to be assigned to the obligations of the Executive under this Section 7, paragraph (1a) this Section 7 shall not prohibit Employee from purchasing or owning up is an amount equal to five one hundred percent (5100%) of the outstanding capital stock Executive's Annual Base Salary and Recent Annual Bonus. Violation of a company which has a class of securities registered under Section 12 of the Securities Act of 1934, as amended and 11(a) or (2b) shall not require Executive to the extent not inconsistent with Employee’s obligations under this Agreement, Employee may engage in charitable return any payment or civic activities and make passive investments which are non-competitive and non-conflicting with the Company’s Businessbenefit previously distributed to Executive.

Non-Competition. (a) During In order to induce Purchaser to enter into this Agreement, and subject to the Term exceptions set forth herein, Seller expressly covenants and agrees that, for a period of this Agreement five (5) years from and one after the Closing Date, (1i) year thereafter (except in the event that Employee’s employment hereunder is terminated without “cause”) (the "Restricted Period"), Employee neither Seller nor any of its Affiliates shall not, without the prior express written consent of Purchaser (A) own, manage, operate or control, either within or outside the CompanyTerritory, any business, individual, partnership, firm, corporation or other entity which is engaged, directly or indirectly, in the Business of the Company or any Subsidiary within the Territory or (iB) become associated withinterfere or attempt to interfere with any business relationship between any third party and Purchaser or any of its Affiliates in connection with Purchaser's or its Affiliates' engaging in the Business of the Company or any Subsidiary within the Territory including, render services towithout limitation, invest inthe solicitation or acceptance of any work or engagement from any Person or any Affiliate of such Person who was a client of the Company or any Subsidiary within the eighteen (18) month period immediately preceding the Closing Date, represent, advise or otherwise participate in as an (ii) solicit or encourage any officer, employee, director, stockholder, partner, member, promoter, consultant or agent of, consultant for employed or otherwise, any business which is conducted anyone in world and which is competitive with the Business conducted exclusively retained by the CompanyCompany or any Subsidiary on the Closing Date to leave the employ or exclusive retention of the Company or such Subsidiary, as the case may be, other than through a general solicitation that does not specifically target employees or consultants of the Company or any Subsidiary; provided, -------- however, that nothing in this Section 7.8 shall limit, prohibit or (ii) for Employee’s own account restrict ------- ----------- Seller or for the account of any other person or entity (A) interfere with the Company’s relationship with any of its suppliers, customers, accounts, brokers, representatives or agents or (B) solicit or transact Affiliates from carrying out any business with any customer, account or supplier of the Company who activities listed on Schedule 7.8 hereto or from owning, directly or indirectly, ------------- solely as an investment, publicly-traded securities of an entity which transactsengages in the Business if Seller and its Affiliates do not, has transacted or proposes to transact business with the Company at any time during the Term of this Agreement; or (iii) employ or otherwise engagecollectively, or solicit, entice or induce on behalf of Employee or any other person or entity, the services, retention or employment of any person who has been an employee, principal, partner, stockholder, sales representative, trainee, consultant to or agent of the Company within one year of the date of such offer or solicitation. Notwithstanding any provisions in this Section 7, (1) this Section 7 shall not prohibit Employee from purchasing or owning up to own more than five percent (5%) of the outstanding capital stock of a company which has a any class of securities registered under Section 12 of such entity. For the Securities Act avoidance of 1934doubt, as amended and (2) notwithstanding anything herein to the extent not inconsistent with Employee’s obligations under this Agreementcontrary, Employee may engage in charitable the parties agree that, because Purchaser has entered into, or civic activities and make passive investments which are will enter into, separate employment agreements (containing non-competitive and non-conflicting competition agreements) with the Company’s Businessindividuals whose activities Purchaser wishes to restrict, this Section 7.8 applies only to entities and not to any natural ----------- persons.

Non-Competition. Each of Seller and Parent hereby expressly acknowledges (ai) During Xxxxx’s substantial investment in the Term of Business and the Sale Assets and the transactions contemplated by this Agreement (including the goodwill inherent therein) and one (1ii) year thereafter that each of them will receive substantial benefit from the sale of the Sale Assets hereunder. Each of Seller and Parent further acknowledges and agrees that the covenants, restrictions and obligations contained in this Section 8.2 are a material inducement to Buyer to enter into this Agreement, and Buyer is doing so in reliance upon each of Seller and Parent agreeing to be bound by such covenants, restrictions and obligations. For a period of five (except in 5) years from and after the event that Employee’s employment hereunder is terminated without “cause”) Closing Date (the "“Restricted Period"“), Employee shall notneither Seller nor Parent, without the written consent nor any of the Companytheir respective Affiliates, shall, directly or indirectly, (i) become associated withengage in or assist others in engaging in the Business or any business that, render services todirectly or indirectly competes with the Business, invest inanywhere within the United States or any other jurisdiction in which the Business currently operates (the “Territory“) at any time during the Restricted Period; (ii) own, representmanage, advise operate, assist, join, control or otherwise participate in the ownership, management, operation or control of, or be connected as an officerowner, employeeshareholder, member, manager, director, stockholder, partner, member, promoter, agent of, consultant for employee or otherwiseindependent contractor or otherwise with, any business which is conducted anyone anywhere in world and which is competitive the Territory that directly or indirectly, competes with the Business conducted by regardless of the Companychannel through which such competition occurs and regardless of the persons whom such competition targets; or (iiiii) for Employee’s own account cause, induce or for encourage any material actual or prospective client, strategic partner, customer, vendor, supplier, consultant, contractor, licensee or licensor of the account Business (including any existing client Asset Purchase Agreement Salem Church Products or customer of Seller and any person or entity that becomes a client or customer of the Business after the Closing, only to the extent that Seller is aware that any such Person is a client or customer of the Business after reasonable inquiry), or any other person or entity (A) who has a material business relationship with the Business, to terminate or modify any such actual or prospective relationship, or otherwise intentionally interfere with any such material business relationship. During the Company’s relationship Restricted Period, neither Seller nor Parent shall directly or indirectly, solicit or entice, or attempt to solicit or entice, any clients or customers of the Business or potential clients or customers of the Business (only to the extent that a Seller is aware that such person or entity is a potential client or customer of the Business after reasonable inquiry), for purposes of diverting their business or services from the Business. A business that “directly or indirectly competes with the Business” is defined as a business that conducts any of its suppliers, customers, accounts, brokers, representatives or agents or (B) solicit or transact any business with any customer, account or supplier the activities conducted by the Business set forth in the definition of the Company who or which transacts, has transacted or proposes to transact business with the Company at any time during the Term of this Agreement; or (iii) employ or otherwise engage, or solicit, entice or induce on behalf of Employee or any other person or entity, the services, retention or employment of any person who has been an employee, principal, partner, stockholder, sales representative, trainee, consultant to or agent of the Company within one year of the date of such offer or solicitation“Business”. Notwithstanding any provisions the foregoing, nothing in this Section 7shall restrict or otherwise limit Seller, Parent, or any of their respective Affiliates, from continuing their existing operations (1other than the Business) this Section 7 shall in the manner they now conduct their business, including but not prohibit Employee limited to the sale of advertising, digital marketing services, and program time to anyone, or from purchasing or owning up offering and providing their services to five percent (5%) competitors of the outstanding capital stock Business in the ordinary course of a company which has a class of securities registered under Section 12 of the Securities Act of 1934, as amended and (2) to the extent business provided that such activities do not inconsistent with Employee’s obligations under this Agreement, Employee may engage in charitable or civic activities and make passive investments which are non-competitive and non-conflicting compete with the Company’s BusinessBusiness as defined in the previous sentence.

Non-Competition. (a) During From and after the Term of this Agreement and one (1) year thereafter (except in Commencement Date, the event that Employee’s employment hereunder is terminated without “cause”) (the "Restricted Period"), Employee shall Executive will not, without except pursuant to the written consent of the Companyterms hereof, directly or indirectly, own, manage, operate, join, finance control or participate in the ownership, management, operation or control of, or be employed or be otherwise connected in any manner with, any business under a name similar to the name of any of the Company or any direct or indirect subsidiary thereof. Prior to the termination of the Executive's employment hereunder and for a period after any such termination or expiration of this Agreement equal to the greater of (i) become associated withtwelve (12) months and (ii) the balance of the then existing Employment Period (as if this Agreement were not terminated), render services to, invest in, represent, advise or otherwise participate in the Executive will not (except as an officer, director, employee, directoragent or consultant of the Company) directly or indirectly, stockholderown, partnermanage, memberoperate, promoterjoin, or have a financial interest in, control or participate in the ownership, management, operation or control of, or be employed as an employee, agent ofor consultant, consultant for or otherwisein any other individual or representative capacity whatsoever, or use or permit his name to be used in connection with, or be otherwise connected in any manner with (i) any business or enterprise engaged (wherever located) in the design, development, manufacture, distribution or sale of any products, or the provision of any services, which the Company or its direct or indirect subsidiaries were designing, developing, manufacturing, distributing, selling or providing at any time up to an including the date of termination of this Agreement or (ii) any business which is conducted anyone in world and which is similar to or competitive with the Business conducted business carried on or planned by the Company; Company or (ii) for Employee’s own account its direct or for the account of any other person or entity (A) interfere with the Company’s relationship with any of its suppliers, customers, accounts, brokers, representatives or agents or (B) solicit or transact any business with any customer, account or supplier of the Company who or which transacts, has transacted or proposes to transact business with the Company indirect subsidiaries at any time during the Term of this Agreement; or (iii) employ or otherwise engage, or solicit, entice or induce on behalf of Employee or any other person or entity, the services, retention or employment of any person who has been an employee, principal, partner, stockholder, sales representative, trainee, consultant to or agent period of the Company within one year Executive's employment by the Company, whether during or prior to the Employment Period, unless the Executive shall have obtained the prior written consent of the date Board of such offer or solicitation. Notwithstanding any provisions in this Section 7Directors, (1) this Section 7 provided that the foregoing restriction shall not be construed to prohibit Employee from purchasing or owning up to five the ownership by the Executive of not more than two percent (52%) of any class of securities of any corporation which is engaged in any of the outstanding capital stock of a company which has foregoing businesses, having a class of securities registered under Section 12 of pursuant to the Securities Exchange Act of 1934, which securities are publicly owned and regularly traded on any national exchange or in the over-the-counter market, provided further, that such ownership represents a passive investment and that neither the Executive nor any group of persons including the Executive in any way, either directly or indirectly, manages or exercises control of any such corporation, guarantees any of its financial obligations, otherwise takes part in its business other than exercising his rights as amended and (2) a shareholder, or seeks to do any of the extent not inconsistent with Employee’s obligations under this Agreement, Employee may engage in charitable or civic activities and make passive investments which are non-competitive and non-conflicting with the Company’s Businessforegoing.

Non-Competition. Without the consent in writing of the Board, upon the Executive's Date of Termination for any reason, Executive will not, for a period of two years thereafter, acting alone or in conjunction with others, directly or indirectly (ai) During the Term of this Agreement and one engage (1either as owner, investor, partner, stockholder, employer, employee, consultant, advisor or director (other than as below)) year thereafter (except in any business in the event that Employee’s employment hereunder continental United States which is terminated without “cause”) (a material business conducted by the "Restricted Period"), Employee shall not, without Company or any of its subsidiaries on the written consent date of the Companyconsummation of a Change of Control in which he has been directly engaged, or has supervised as an executive, on the date of the consummation of the Change of Control and which is directly in competition with a material business conducted by the Company or any of its subsidiaries on the date of the consummation of the Change of Control; (ii) induce any customers of the Company or any of its subsidiaries with whom Executive has had contacts or relationships, directly or indirectly, (i) become associated with, render services to, invest in, represent, advise or otherwise participate in as an officer, employee, director, stockholder, partner, member, promoter, agent of, consultant for or otherwise, any business which is conducted anyone in world during and which is competitive within the scope of his employment with the Business conducted by the Company; Company or (ii) for Employee’s own account or for the account of any other person or entity (A) interfere with the Company’s relationship with any of its supplierssubsidiaries, customers, accounts, brokers, representatives to curtail or agents or (B) solicit or transact any cancel their business with such companies or any customer, account or supplier of the Company who or which transacts, has transacted or proposes to transact business with the Company at any time during the Term of this Agreementthem; or (iii) employ or otherwise engageinduce, or solicitattempt to influence, entice or induce on behalf any employee of Employee the Company or any of its subsidiaries to terminate employment. The provisions of subparagraphs (i), (ii), and (iii) above are separate and distinct commitments independent of each of the other person or entity, subparagraphs. It is agreed that the services, retention or employment ownership of not more than one percent of the equity securities of any person who has been company having securities listed on an exchange or regularly traded in the over-the-counter market shall not, of itself, be deemed inconsistent with clause (i) of this paragraph (a), neither shall service (whether as an employee, principalofficer, partnerdirector, stockholderor consultant) with respect to Commercial Intertech Corp., sales representativenor shall service as a member of a board of directors on which Executive is serving on the Date of Termination (including any successor board thereto) be deemed, traineeof itself, consultant to or agent be inconsistent with clause (i) of this paragraph (a). The Executive and the Company agree that the value to be assigned to the obligations of the Company within Executive under this paragraph (a) is an amount equal to one year of the date of such offer or solicitation. Notwithstanding any provisions in this Section 7, (1) this Section 7 shall not prohibit Employee from purchasing or owning up to five hundrd percent (5100%) of the outstanding capital stock Executive's Base Salary and Recent Annual Bonus. Violation of a company which has a class of securities registered under Section 12 of the Securities Act of 1934, as amended and 11(a) or (2b) shall not require Executive to the extent not inconsistent with Employee’s obligations under this Agreement, Employee may engage in charitable return any payment or civic activities and make passive investments which are non-competitive and non-conflicting with the Company’s Businessbenefit previously distributed to Executive.

Non-Competition. The Executive acknowledges that (ai) During the Term Executive performs services of this Agreement a unique nature for the Company Group that are irreplaceable, and that the Executive’s performance of such services to a competing business will result in irreparable harm to the Company Group, (ii) the Executive has had and will continue to have access to trade secrets and other confidential information of the Company Group, which, if disclosed, would unfairly and inappropriately assist in competition against any member of the Company Group, (iii) in the course of the Executive’s employment by a competitor, the Executive would inevitably use or disclose such trade secrets and confidential information, (iv) the Company Group has substantial relationships with its customers and the Executive has had and will continue to have access to these customers, (v) the Executive has received and will receive specialized training from the Company Group, and (vi) the Executive has generated and will continue to generate goodwill for the Company Group in the course of the Executive’s employment. Accordingly, during the Executive’s employment hereunder and for a period of one (1) year thereafter (except in thereafter, the event Executive agrees that Employee’s employment hereunder is terminated without “cause”) (the "Restricted Period"), Employee shall Executive will not, without the written consent of the Company, directly or indirectly, own, manage, operate, control, be employed by (i) become associated with, render services to, invest in, represent, advise or otherwise participate in whether as an officer, employee, directorconsultant, stockholder, partner, member, promoter, agent of, consultant for independent contractor or otherwise, and whether or not for compensation) or render services to any business which is conducted anyone person, firm, corporation or other entity, in world and which is competitive with the Business conducted by the Company; or (ii) for Employee’s own account or for the account of any other person or entity (A) interfere with the Company’s relationship whatever form, engaged in competition with any of its suppliers, customers, accounts, brokers, representatives or agents or (B) solicit or transact any business with any customer, account or supplier member of the Company who Group or which transacts, has transacted or proposes to transact business with the Company at any time during the Term of this Agreement; or (iii) employ or otherwise engage, or solicit, entice or induce on behalf of Employee or in any other person or entity, the services, retention or employment of material business in which any person who has been an employee, principal, partner, stockholder, sales representative, trainee, consultant to or agent member of the Company within one year of Group is engaged on the date of termination or in which they have demonstrably planned, on or prior to such offer date, to be engaged in on or solicitationafter such date, in any locale of any country in which any member of the Company Group conducts business. Notwithstanding any provisions in this Section 7the foregoing, nothing herein shall prohibit the Executive from being a passive owner of not more than one percent (1) this Section 7 shall not prohibit Employee from purchasing or owning up to five percent (5%) of the outstanding capital stock equity securities of a company which has publicly traded corporation engaged in a class of securities registered under Section 12 business that is in competition with a member of the Securities Act Company Group, so long as the Executive has no active participation in the business of 1934, as amended and such corporation. (2) to the extent not inconsistent with Employee’s obligations under this Agreement, Employee may engage in charitable or civic activities and make passive investments which are non-competitive and non-conflicting with the Company’s Business.c)

Non-Competition. (a) During a. Executive acknowledges and recognizes the Term highly competitive nature of this Agreement the businesses of the Company and one (1) year thereafter (except in its affiliates and accordingly agrees, effective as of the event that Employeedate of Executive’s commencement of employment hereunder is terminated without “cause”) (with the "Restricted Period"), Employee shall notCompany, without the Company’s prior written consent of the Companyconsent, Executive shall not, directly or indirectly, (i) become associated with, render services to, invest in, represent, advise at any time during or otherwise participate in as an officer, employee, director, stockholder, partner, member, promoter, agent of, consultant for or otherwise, any business which is conducted anyone in world and which is competitive after Executive’s employment with the Business conducted Company, disclose any Confidential Information pertaining to the business of the Company or any of its subsidiaries, except in connection with the performance of Executive’s duties hereunder as he deems in good faith reasonably necessary or desirable, or when required by the Companylaw, administrative or judicial process; or (ii) for Employee’s own account or for the account of any other person or entity (A) interfere with the Company’s relationship with any of its suppliers, customers, accounts, brokers, representatives or agents or (B) solicit or transact any business with any customer, account or supplier of the Company who or which transacts, has transacted or proposes to transact business with the Company at any time during the Term Noncompete Period (as hereinafter defined) directly or indirectly, (A) be engaged in or have a financial interest (other than a passive ownership position of this Agreement; or (iii) employ or otherwise engage, or solicit, entice or induce on behalf of Employee less than 5% in any company whose shares are publicly traded or any non-voting non-convertible debt securities in any company or any investment the Executive owns through a mutual fund, private equity fund or other person or entity, the services, retention or employment of pooled account) in any person who has been an employee, principal, partner, stockholder, sales representative, trainee, consultant to or agent business which competes with a business of the Company within one year or any of its subsidiaries, which business of the date Company (or any of such offer or solicitation. Notwithstanding any provisions in this Section 7its subsidiaries) provided, (1) this Section 7 shall not prohibit Employee from purchasing or owning up to at least five percent (5%) of the outstanding capital stock of a company which has a class of securities registered under Section 12 gross revenues of the Securities Act Company and its subsidiaries in the full fiscal year of 1934the Company immediately preceding the fiscal year in which Executive’s termination of employment occurs or is expected to provide such level of gross revenues in the fiscal year of such termination (any such business which so competes, a “Competitor”) or (B) solicit or offer employment to any person (other than Executive’s secretary or other personal assistant who reports directly to Executive) who is employed by the Company or any of its subsidiaries (or who has been employed by the Company or any of its subsidiaries at any time during the six months immediately preceding the termination of Executive’s employment). Notwithstanding the foregoing, nothing herein shall prevent Executive from working for a, subsidiary, division or other entity of an entity that controls, directly or indirectly, another subsidiary, division or other entity, that is a Competitor, so long as amended and (2) to the extent entity, subsidiary or division by which Executive may be employed is not inconsistent with Employee’s obligations under this Agreement, Employee may engage in charitable or civic activities and make passive investments which are non-competitive and non-conflicting itself a Competitor. If Executive is bound by any other agreement with the Company’s Business.Company regarding the use or disclosure of confidential information, the provisions of this Agreement shall be read in such a way as to further restrict and not to permit any more extensive use or disclosure of confidential information. For purposes of this Section 9, (x) “Noncompete

Non-Competition. (a) During The Employee acknowledges that the services to --------------- be rendered by her to the Company are of a special and unique character. In consideration of her employment hereunder, the Employee agrees, for the benefit of the Company, that she will not, during the Term of this Agreement Agreement, and thereafter for a period of one (1) year thereafter (except commencing on the date of termination of her employment with the Company in the event that Employee’s the Employee terminates her employment hereunder is terminated without “cause”) (the "Restricted Period"), Employee shall not, without the written consent of the Company, directly or indirectly, (i) become associated with, render services to, invest in, represent, advise or otherwise participate in as an officer, employee, director, stockholder, partner, member, promoter, agent of, consultant for or otherwise, any business which is conducted anyone in world and which is competitive with the Business conducted by the Company; or (ii) for Employee’s own account or for the account of any other person or entity (A) interfere with the Company’s relationship with any of its suppliers, customers, accounts, brokers, representatives or agents or (B) solicit or transact any business with any customer, account or supplier of the Company who or which transacts, has transacted or proposes to transact business with the Company at any time during the Term of this Agreement; or for any reason (iiiother than pursuant to Section 6.2 hereof), (a) employ or otherwise engage, directly or solicitindirectly, entice or induce on behalf of Employee or any other person or entitywhether as principal, the servicesagent, retention or employment of any person who has been an distributor, representative, consultant, employee, principal, partner, stockholder, sales representative, trainee, consultant to limited partner or agent other investor (other than an investment of not more than (i) one percent (1%) of the Company within one year stock or equity of any corporation the date capital stock of such offer which is publicly traded or solicitation. Notwithstanding any provisions in this Section 7, (1ii) this Section 7 shall not prohibit Employee from purchasing or owning up to five percent (5%) of the outstanding capital stock ownership interest of any limited partnership or other entity) or otherwise, anywhere in the United States, in any activity or business venture which is in competition with the business then conducted by the Company, any of its subsidiaries or any of its corporate affiliates (including, without limitation, Norton, Miss Xxxxx, Inc. and Xxxx-Xx Knitwear, Inc., each a Delaware corporation) (collectively, the "Company Group"), (b) solicit or entice or endeavor to solicit or entice away from any member of the Company Group any person who was an officer, employee or consultant of any member of the Company Group, either for her own account or for any individual, firm or corporation, whether or not such person would commit any breach of her contract of employment by reason of leaving the service of a company which has a class of securities registered under Section 12 member of the Securities Act Company Group, and the Employee agrees not to employ, directly or indirectly, any person who was an officer or employee of 1934, as amended and (2) any member of the Company Group or who by reason of such position at any time is or may be likely to be in possession of any confidential information or trade secrets relating to the extent not inconsistent with Employee’s obligations under this Agreementbusinesses or products of any member of the Company Group, Employee may engage in charitable or civic activities and make passive investments which are non-competitive and non-conflicting with (c) solicit or entice or endeavor to solicit or entice away from any member of the Company’s BusinessCompany Group any customer or prospective customer of any member of the Company Group, either for her own account or for any individual, firm or corporation.

Non-Competition. (a) During the Term period of this Agreement Executive’s employment with any member of the Company Group and continuing until the later of (i) June 30, 2026 or (ii) one (1) year thereafter (except in the event that Employeeafter Executive’s employment hereunder is terminated without “cause”) service as a director of Parent terminates (the "Restricted Period"date of such termination, the “Director Termination Date”), Employee shall Executive will not, and will not permit any other person controlling, controlled by or under common control, directly or indirectly, with Executive to, directly or indirectly, without the prior written consent of the Company, which may be withheld in the Company’s sole and absolute discretion, directly or indirectly, (i) become associated with, render services to, indirectly engage or invest in, representown, advise manage, operate, finance, control or otherwise participate in the ownership, management, operation, financing or control of, be employed by, serve as an agent, officer, employeedirector or consultant to, directorbe associated with or in any manner connected with, stockholderlend his, partnerher, memberor its name or any similar name to, promoterlend his, agent of, consultant for her or otherwiseits credit or render services or advice to, any business which is conducted anyone Competitive Business anywhere throughout the lower 48 contiguous United States, provided, however, that nothing herein will be deemed to prevent Executive from acquiring through market purchases and owning, solely as an investment, less than one percent (1%) in world and which is competitive with the Business conducted by aggregate of the Company; or (ii) for Employee’s own account or for the account equity securities of any other person or entity (A) interfere with the Company’s relationship with any of its suppliers, customers, accounts, brokers, representatives or agents or (B) solicit or transact any business with any customer, account or supplier of the Company who or which transacts, has transacted or proposes to transact business with the Company at any time during the Term of this Agreement; or (iii) employ or otherwise engage, or solicit, entice or induce on behalf of Employee or any other person or entity, the services, retention or employment of any person who has been an employee, principal, partner, stockholder, sales representative, trainee, consultant to or agent of the Company within one year of the date of such offer or solicitation. Notwithstanding any provisions in this Section 7, (1) this Section 7 shall not prohibit Employee from purchasing or owning up to five that derives more than fifty percent (550%) of its gross revenues from the outstanding capital stock conduct of a company which has a class of securities any Competitive Business, whose shares are registered under Section 12 12(b) or Section 12(g) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and are listed or admitted for trading on any United States national securities exchange or are quoted on any system of automated dissemination of quotations of securities prices in common use, so long as Executive is not directly or indirectly a member of any “control group” (2within the meaning of the rules and regulations of the Securities and Exchange Commission) of any such issuer; and provided further, however, that nothing herein will be deemed to the extent not inconsistent with Employee’s obligations under prevent Executive from acquiring through market purchases and owning, solely as an investment, any shares, units or other interest in a mutual fund, exchange-traded fund, unit investment trust, or similar investment vehicle whose holdings include investments in any Competitive Business or any entity involved in a Competitive Business. For purposes of this Agreement, Employee may “Competitive Business” means any business conducted by any member of the Company Group as of Director Termination Date (including any business where strategic plans were in place as of Director Termination Date for any member of the Company Group to engage in charitable or civic activities and make passive investments which are non-competitive and non-conflicting with the Company’s Businesssuch business).

Non-Competition. (a) During the Term of this Agreement and one (1) year thereafter (except in the event that Employee’s employment hereunder is terminated without “cause”) (the "Restricted Period"), Employee Seller shall not, without the written consent of the Companyand shall cause its subsidiaries not to, directly or indirectly, own, operate, control, manage, or engage in any Competitive Business. (b) Notwithstanding the foregoing, nothing in Section 7.07(a) shall prevent Seller or its subsidiaries from (i) become associated withproviding any services to Purchaser or its Affiliates (including the Company Group) as contemplated by the Transition Services Agreement, render services to(ii) owning, invest indirectly or indirectly, representas a passive investment, advise securities of any Person who engages in a Competitive Business if neither Seller nor any of its subsidiaries, individually or otherwise participate in as an officerthe aggregate, employeebeneficially owns 10% or more of any class of securities of such Person, director(iii) acquiring, stockholderby merger, partnerconsolidation, memberstock or asset acquisition, promoter, agent of, consultant for or otherwise, any and owning, after such acquisition, a Person or business which is conducted anyone that, at the time of such acquisition, engages in world a Competitive Business if such Person or business derived less than 15% of its total consolidated annual revenues from a Competitive Business in its most recently completed fiscal year, (iv) acquiring, by merger, consolidation, stock or asset acquisition, or otherwise, and which is competitive with owning, after such acquisition, a Person or business that, at the time of such acquisition, engages in a Competitive Business conducted by if such Person or business derived more than 15% of its total consolidated annual revenues from a Competitive Business in its most recently completed fiscal year and Seller, within twelve (12) months after completion of such acquisition referred to in this clause (iv), winds down, liquidates or enters into a definitive agreement to cause the Company; divesture of the Competitive Business of such Person and thereafter completes such divestiture, or (iiv) for Employee’s own account owning, operating, controlling, managing or for the account of any other person or entity (A) interfere with the Company’s relationship with engaging in any of its suppliersthe Retained Business, customers, accounts, brokers, representatives or agents or (B) solicit or transact any business with any customer, account or supplier of the Company who or which transacts, has transacted or proposes to transact business with the Company at any time during the Term of this Agreement; or (iii) employ or otherwise engage, or solicit, entice or induce on behalf of Employee or any other person or entity, the services, retention or employment of any person who has been an employee, principal, partner, stockholder, sales representative, trainee, consultant to or agent of the Company within one year as conducted as of the date hereof. In the event of a transaction that results in an unaffiliated third party (or its equityholders) acquiring a majority of the equity of Seller (whether by merger, stock sale or otherwise), such offer or solicitation. Notwithstanding any provisions unaffiliated third party and its Affiliates (other than Seller and its subsidiaries) shall not be subject to the restrictions set forth in this Section 7, (1) this Section 7 shall not prohibit Employee from purchasing or owning up to five percent (5%) 7.07 following the completion of the outstanding capital stock of a company which has a class of securities registered under Section 12 of the Securities Act of 1934, as amended and (2) to the extent not inconsistent with Employee’s obligations under this Agreement, Employee may engage in charitable or civic activities and make passive investments which are non-competitive and non-conflicting with the Company’s Business.such sale. SECTION 7.08

Non-Competition. The Seller, the Executive and the Stockholder acknowledge that in order to assure Purchaser that Purchaser will retain the value of the Purchased Assets, the Seller, the Executive and the Stockholder agree, on the terms set forth in this Section 7.6, not to utilize their special knowledge of the business of the Seller and their relationships with customers, suppliers and others to compete with ABA, the Purchaser and their respective Subsidiaries and Affiliates at the time in question. For a period of five (a5) years beginning on the Closing date, each of the Seller, the Executive and the Stockholder and their respective Affiliates at the time of determination, shall not engage or have an interest, anywhere in the United States of America or any other geographic area where ABA or the Purchaser does business at the date hereof or in which its products are marketed at the date hereof (in each case after giving effect to the purchase of the Purchased Assets), alone or in association with others, as principal, officer, agent, employee, director, partner, lender or stockholder (except as an employee or consultant of Purchaser or any of its Affiliates or as an owner of two percent (2%) or less of the stock of any company listed on a national securities exchange or traded in the over-the-counter market), or through the investment of capital, lending of money or property, rendering of services or capital, or otherwise, in any business competitive with or similar to that engaged in by ABA or the Purchaser at the date hereof (in each case after giving effect to the purchase of the Purchased Assets). During the Term of this Agreement same period, the Seller, the Executive, the Stockholder and one (1) year thereafter their then respective Affiliates shall not (except in the event that Employee’s employment hereunder is terminated without “cause”) (the "Restricted Period"as an employee or consultant of Purchaser or its Affiliates), Employee and shall notnot permit any of their respective employees, without the written consent of the Companyagents or others then under their control to, directly or indirectly, on behalf of the Seller, the Executive and the Stockholder or any other Person, (i) become associated withcall upon, render services toaccept competitive business from, invest in, represent, advise or otherwise participate in as an officer, employee, director, stockholder, partner, member, promoter, agent of, consultant for or otherwise, any solicit the competitive business which is conducted anyone in world and which is competitive with the Business conducted by the Company; or (ii) for Employee’s own account or for the account of any other person Person who is, or entity (A) interfere with the Company’s relationship with any of its suppliers, customers, accounts, brokers, representatives or agents or (B) solicit or transact any business with any customer, account or supplier of the Company who or which transacts, has transacted or proposes to transact business with the Company had been at any time during the Term preceding three (3) years, a customer or supplier of this Agreement; the Seller or any successor to the business of the Seller or any such successor, or (iiiii) employ recruit or otherwise engagesolicit or induce any person who is an employee of, or solicitotherwise engaged by, entice or induce on behalf of Employee the Seller or any successor to the business of the Seller to terminate his or her employment or other person relationship with the Seller or entitysuch successor, the services, retention or employment of hire any person who has been an employeeleft the employ of Purchaser or any such successor during the preceding three (3) years. The Seller, principalthe Executive and the Stockholder shall not at any time, partnerdirectly or indirectly, stockholderuse or purport to authorize any Person to use any name, sales representativexxxx, traineelogo, consultant trade dress or other identifying words or images which are the same as or similar to those used currently or agent in the past by the Seller in connection with any product or service, whether or not such use would be in a business competitive with that of the Company within one year of Seller, ABA or the date of such offer or solicitationPurchaser. Notwithstanding any provisions The Executive and the Stockholder acknowledge that compliance with the restrictions set forth in this Section 77.6 will not prevent them from earning a livelihood. As used herein, (1) this Section 7 shall not prohibit Employee from purchasing or owning up to five percent (5%) of the outstanding capital stock of a company which has a class of securities registered under Section 12 of the Securities Act of 1934, as amended and (2) to the extent not inconsistent with Employee’s obligations under this Agreement, Employee may engage in charitable or civic activities and make passive investments which are non-phrase "competitive and non-conflicting business" means any business competitive with the Company’s Businesstype of business engaged in by the Seller, ABA, the Purchaser or any of their Subsidiaries or Affiliates at the date hereof.

Non-Competition. Each Major Seller acknowledges that (a) During the Term of Buyer would not have entered into this Agreement but for the agreements and one covenants contained in this Section 11 and (1b) year the agreements and covenants contained in this Section 11 are essential to protect the business and goodwill of the Company and the Business. To induce the Buyer to CONFIDENTIAL INFORMATION OMITTED (TO BE FILED WITH THE SECURITIES AND EXCHANGE COMMISSION) ASTERISKS DENOTE SUCH OMMISSION enter into this Agreement, each Major Seller hereby severally, and not jointly, agrees that following the Closing Date and for a period of **** thereafter (except in the event that Employee’s employment hereunder is terminated without “cause”) (the "Restricted Period"”), Employee such Major Seller shall not, without the written consent of the Company, directly or indirectly, (i) become associated withown, manage, operate, join, control or participate in the ownership, management, operation or control of, or be employed or retained by, render services to, invest in, represent, advise provide financing (equity or otherwise participate in as an officer, employee, director, stockholder, partner, member, promoter, agent of, consultant for debt) or otherwise, advice to any business which is conducted anyone engaged in world and which is competitive with the Business conducted by business of researching, developing, distributing and/or manufacturing generic pharmaceutical products for distribution, directly or through a third party in (i) any country where the Company; Buyer or any of its Affiliates has commenced distribution, marketing or sales of generic pharmaceutical products prior to the date that such other business has commenced distribution, marketing or sales of generic pharmaceutical products in such country or (ii) for Employee’s own account or for in the account United States of any other person or entity America; provided, however, that nothing contained herein shall (A) interfere with prevent the Company’s relationship with purchase or ownership by any Major Seller of its suppliers, customers, accounts, brokers, representatives or agents or less than ten (B) solicit or transact any business with any customer, account or supplier of the Company who or which transacts, has transacted or proposes to transact business with the Company at any time during the Term of this Agreement; or (iii) employ or otherwise engage, or solicit, entice or induce on behalf of Employee or any other person or entity, the services, retention or employment of any person who has been an employee, principal, partner, stockholder, sales representative, trainee, consultant to or agent of the Company within one year of the date of such offer or solicitation. Notwithstanding any provisions in this Section 7, (1) this Section 7 shall not prohibit Employee from purchasing or owning up to five percent (510%) percent of the outstanding capital stock equity securities of any class of securities of a company which has a class of securities registered under Section 12 of the Securities and Exchange Act of 1934, as amended amended, or (B) restrict or prevent any Major Seller from, directly or indirectly, owning, managing, operating, joining, controlling or participating in the ownership, management, operation or control of, or being employed or retained by, rendering services to, providing financing (equity or debt) or advice to, or otherwise be connected in any manner with any business engaged in the business of researching, developing, distributing and/or manufacturing generic pharmaceutical products solely for distribution (whether directly or through a third party) (1) outside both (x) countries where the Buyer or any of its Affiliates has commenced distribution, marketing or sales of generic pharmaceutical products and (y) the United States of America or (2) to in a country other than the extent not inconsistent with Employee’s obligations under this AgreementUnited States of America in which such business is engaged in such conduct before the Buyer or any of its Affiliates has commenced distribution, Employee may engage in charitable marketing or civic activities and make passive investments which are non-competitive and non-conflicting with sales of generic pharmaceutical products, regardless of the Company’s Businesslocation of the facilities, offices, management, properties or assets of such business.

Non-Competition. (a) During Subject to the Term provisions of this Agreement and one Section 7.23, without the express written consent of Buyer, no Seller or any of Sellers' Subsidiaries or Affiliates, nor any of their respective successors or assigns (1except as expressly contemplated by Section 7.23(b)), shall, at any time during the three (3) year thereafter (except in the event that Employee’s employment hereunder is terminated without “cause”) period (the "Restricted Period"), Employee shall not, without ) immediately following the written consent of the CompanyClosing Date, directly or indirectly, for any Seller or any of Sellers' Subsidiaries or Affiliates or on behalf of or in conjunction with any other Person, (i) become associated withown, render services tomanage, invest in, represent, advise control or otherwise participate in the ownership, management or control of any business, or engage in developing, selling, manufacturing, distributing or marketing any product or service, that would be in direct competition with the Analytical Technologies Business as it is currently conducted or as it is planned to be conducted based on existing Books and Records of the Analytical Technologies Business, whether as an officeremployer, employee, director, stockholder, partner, member, promoter, agent of, consultant for or otherwise, any business which is conducted anyone in world and which is competitive with the Business conducted by the Company; or (ii) for Employee’s own account or for the account of any other person or entity (A) interfere with the Company’s relationship with any of its suppliers, customers, accounts, brokers, representatives or agents or (B) solicit or transact any business with any customer, account or supplier of the Company who or which transacts, has transacted or proposes to transact business with the Company at any time during the Term of this Agreement; or (iii) employ or otherwise engage, or solicit, entice or induce on behalf of Employee or any other person or entity, the services, retention or employment of any person who has been an employee, principalproprietor, partner, stockholder, trustee, beneficiary, owner, joint venturer, investor, independent contractor, employee, consultant, agent, lender, adviser or sales representative, traineeor (ii) take any action that is designed, intended or reasonably likely to have the effect of discouraging any customer, supplier, vendor, licensor, lessor, agent, employee, consultant and other Person under contract or otherwise associated or doing business with the Analytical Technologies Business from maintaining the same business relationships with Buyer and its Subsidiaries and Affiliates (including the Analytical Technologies Companies and the Joint Ventures) after the Closing as it maintained with the Analytical Technologies Business prior to or agent of the Company within one year of Closing; provided that the date of such offer or solicitation. Notwithstanding any provisions in this Section 7, (1) this Section 7 foregoing shall not (i) prohibit Employee any Seller or a Subsidiary thereof from purchasing owning or owning up to acquiring in the ordinary course of business as a passive investment five percent (5%) or less of the outstanding capital stock equity of a company which has a class of securities registered under Section 12 any publicly traded entity, (ii) preclude Sellers or their Subsidiaries from engaging and continuing to engage in the Excluded Businesses as conducted as of the Securities Act date hereof or as they are planned to be conducted based on disclosures in the Form 40-F and the matters set forth on Section 7.23(a) of 1934the Sellers’ Disclosure Schedule or (iii) restrict Lumira Capital, as amended a venture capital firm in which Parent has an investment (provided that such investment remains passive) and a board position, from any activity, including without limitation making any investment or participating in any way with investee companies (2) provided that in no event shall Lumira Capital or any investee company use or have access to any confidential or proprietary information relating to the Analytical Technologies Business for use in violation of this Section 7.23 or engage in any activity that would have the effect of seeking to recapture any goodwill associated with the Analytical Technologies Business)). For the avoidance of doubt, nothing in this Agreement shall be construed to preclude Parent and its Subsidiaries from offering, to the extent not inconsistent with Employee’s obligations under this Agreementrelating to the sale and service of mass spectrometers, Employee may engage in charitable pharmaceutical, drug discovery, and life science research services, including without limitation screening services, bioanalytical analysis services, small animal imaging services, or civic activities and make passive investments which are non-competitive and non-conflicting with the Company’s Businesscellular imaging services.

Non-Competition. (aIn consideration for the compensation and benefits provided for by this Agreement, as affected by the provisions of Section 4(e) During the Term of this Agreement and one (1) year thereafter (except in the event that Employee’s employment hereunder is terminated without “cause”) (the "Restricted Period"), Employee shall notabove, without the written consent in writing of the CompanyBoard of Directors of Bank, directly which may be withheld by Bank for any reason or indirectlyno reason in Bank’s sole discretion, (i) become associated withExecutive will not, render services toat any time that Executive shall be employed by Bank, invest in, represent, advise or otherwise participate in as an officer, employee, director, stockholder, partner, member, promoter, agent of, consultant for or otherwise, any business which is conducted anyone in world and which is competitive with the Business conducted by the Company; or (ii) for Employee’s own account or for the account of any other person or entity (A) interfere with the Company’s relationship with any of its suppliers, customers, accounts, brokers, representatives or agents or (B) solicit or transact any business with any customer, account or supplier of the Company who or which transacts, has transacted or proposes to transact business with the Company at any time during the Term period of this Agreement; eighteen (18) months following Executive’s Date of Termination during the Protected Period, acting alone or in conjunction with others, directly or indirectly (iiii) employ or otherwise engageengage (either as owner, or solicit, entice or induce on behalf of Employee or any other person or entity, the services, retention or employment of any person who has been an employee, principalinvestor, partner, stockholder, sales representativeemployer, traineeemployee, consultant to consultant, advisor, or agent director) in any business of any bank, bank holding company, savings bank, savings and loan association, savings and loan holding company, or other institution engaged in the business of accepting deposits and/or making loans, or any direct or indirect subsidiary or affiliate of any such entity, that conducts business or maintains an office within a thirty (30) mile radius of the Company within one year Bank’s headquarters at 00 Xxxxx Xxxxxx, Xxxxxxxxx, XX; (ii) solicit or otherwise induce any customer of Bank or any of its affiliates to curtail or cancel their business with Bank or any such affiliate; (iii) solicit or otherwise induce or attempt to influence any employee of Bank or any affiliate to terminate employment; or (iv) solicit, hire or retain as an employee or independent contractor, or assist any third party in the solicitation, hire, or retention as an employee or independent contractor, any person who during the twelve months prior to the Date of Termination was an employee of Bank or any such affiliate; provided, however, that activities engaged in by Executive by or on behalf of Bank are not restricted by this covenant. The provisions of clauses (i), (ii), (iii), and (iv) above are separate and distinct commitments, each independent of the date other subparagraphs. It is agreed that the ownership by Executive of such offer or solicitation. Notwithstanding any provisions in this Section 7, not more than one percent (1) this Section 7 shall not prohibit Employee from purchasing or owning up to five percent (5%) of the outstanding capital stock equity securities of a any company which has a class having securities listed on an exchange or regularly traded in the over-the-counter market shall not, of securities registered under Section 12 of the Securities Act of 1934itself, as amended and (2) to the extent not be deemed inconsistent with Employee’s obligations under clause (i) of this Agreement, Employee may engage in charitable or civic activities and make passive investments which are non-competitive and non-conflicting with the Company’s BusinessSection 8(a).

Non-Competition. The Employee acknowledges that the services to --------------- be rendered by him to the Company are of a special and unique character. In consideration of his employment hereunder, the Employee agrees, for the benefit of the Company, that he will not, during the period of his employment with the Company and thereafter for a period (the "Period") of two (2) years commencing on the date of termination of his employment with the Company (other than a termination by the Employee for Good Reason or by the Company not for Due Cause, in which case, the Period shall be the remainder of the Term following the date of such termination), (a) During the Term of this Agreement and one (1) year thereafter (except in the event that Employee’s employment hereunder is terminated without “cause”) (the "Restricted Period"), Employee shall not, without the written consent of the Companyengage, directly or indirectly, (i) become associated withwhether as principal, render services toagent, invest indistributor, representrepresentative, advise or otherwise participate in as an officerconsultant, employee, director, stockholder, partner, member, promoter, agent of, consultant for or otherwise, any business which is conducted anyone in world and which is competitive with the Business conducted by the Company; or (ii) for Employee’s own account or for the account of any other person or entity (A) interfere with the Company’s relationship with any of its suppliers, customers, accounts, brokers, representatives or agents or (B) solicit or transact any business with any customer, account or supplier of the Company who or which transacts, has transacted or proposes to transact business with the Company at any time during the Term of this Agreement; or (iii) employ or otherwise engage, or solicit, entice or induce on behalf of Employee or any other person or entity, the services, retention or employment of any person who has been an employee, principal, partner, stockholder, sales representative, trainee, consultant to limited partner or agent other investor (other than an investment of the Company within one year of the date of such offer or solicitation. Notwithstanding any provisions in this Section 7, not more than (1i) this Section 7 shall not prohibit Employee from purchasing or owning up to five percent (5%) of the outstanding stock or equity of any corporation the capital stock of a company which has a class of securities registered under Section 12 is publicly traded or (ii) five percent (5%) of the Securities Act ownership interest of 1934any limited partnership or other entity) or otherwise, as amended and (2) to anywhere in the extent not inconsistent with Employee’s obligations under this AgreementUnited States, Employee may engage in charitable any business activity or civic activities and make passive investments business venture which are non-competitive and non-conflicting is in competition with the Business (as defined in the Purchase Agreement), it being understood and agreed that ownership or operation of the business presently conducted by Creative Retailers, Inc. shall not be prohibited by this Section 9, (b) solicit or entice or endeavor to solicit or entice away from the Company or any member of the Norton Group any person who was an officer, employee or consultant of the Company’s Business, either for his own account or for any individual, firm or corporation, whether or not such person would commit any breach of his contract of employment by reason of leaving the service of the Company, and the Employee agrees not to employ, directly or indirectly, any person who was an officer or employee of the Company, or (c) solicit or entice or endeavor to solicit or entice away from the Company any supplier or customer of the Company, either for his own account or for any individual, firm or corporation, which, in any case would have a significant detrimental effect on the business of the Company.

Non-Competition. Without the consent in writing of the Board, upon the Executive's Date of Termination for any reason, Executive will not, for a period of one year thereafter, acting alone or in conjunction with others, directly or indirectly (ai) During the Term of this Agreement and one engage (1either as owner, investor, partner, stockholder, employer, employee, consultant, advisor or director (other than as below)) year thereafter (except in any business in the event that Employee’s employment hereunder continental United States which is terminated without “cause”) (a material business conducted by the "Restricted Period"), Employee shall not, without Company or any of its subsidiaries on the written consent date of the Companyconsummation of a Change of Control in which he has been directly engaged, or has supervised as an executive, on the date of the consummation of the Change of Control and which is directly in competition with a material business then conducted by the Company or any of its subsidiaries on the date of the consummation of the Change of Control; (ii) induce any customers of the Company or any of its subsidiaries with whom Executive has had contacts or relationships, directly or indirectly, (i) become associated with, render services to, invest in, represent, advise or otherwise participate in as an officer, employee, director, stockholder, partner, member, promoter, agent of, consultant for or otherwise, any business which is conducted anyone in world during and which is competitive within the scope of his employment with the Business conducted by the Company; Company or (ii) for Employee’s own account or for the account of any other person or entity (A) interfere with the Company’s relationship with any of its supplierssubsidiaries, customers, accounts, brokers, representatives to curtail or agents or (B) solicit or transact any cancel their business with such companies or any customer, account or supplier of the Company who or which transacts, has transacted or proposes to transact business with the Company at any time during the Term of this Agreementthem; or (iii) employ or otherwise engageinduce, or solicitattempt to influence, entice or induce on behalf any employee of Employee the Company or any of its subsidiaries to terminate employment. The provisions of subparagraphs (i), (ii), and (iii) above are separate and distinct commitments independent of each of the other person or entity, subparagraphs. It is agreed that the services, retention or employment ownership of not more than one percent of the equity securities of any person who has been company having securities listed on an exchange or regularly traded in the over-the-counter market shall not, of itself, be deemed inconsistent with clause (i) of this paragraph (a), neither shall service (whether as an employee, principalofficer, partnerdirector or consultant) with respect to Commercial Intertech Corp., stockholdernor shall service as a member of a board of directors on which Executive is serving on the Date of Termination (including any successor board thereto) be deemed, sales representativeof itself, trainee, consultant to or agent be inconsistent with clause (i) of this paragraph (a). The Executive and the Company agree that the value to be assigned to the obligations of the Company within Executive under this paragraph (a) is an amount equal to one year of the date of such offer or solicitation. Notwithstanding any provisions in this Section 7, (1) this Section 7 shall not prohibit Employee from purchasing or owning up to five hundred percent (5100%) of the outstanding capital stock Executive's Annual Base Salary and Recent Annual Bonus. Violation of a company which has a class of securities registered under Section 12 of the Securities Act of 1934, as amended and 11(a) or (2b) shall not require Executive to the extent not inconsistent with Employee’s obligations under this Agreement, Employee may engage in charitable return any payment or civic activities and make passive investments which are non-competitive and non-conflicting with the Company’s Businessbenefit previously distributed to Executive.

Non-Competition. (a) During Without the Term consent in writing of this Agreement and one (1) year thereafter (except in the event that Employee’s employment hereunder is terminated without “cause”) (the "Restricted Period")Board, Employee shall Executive will not, without the written consent of the Company, directly or indirectly, (i) become associated with, render services to, invest in, represent, advise or otherwise participate in as an officer, employee, director, stockholder, partner, member, promoter, agent of, consultant for or otherwise, any business which is conducted anyone in world and which is competitive with the Business conducted by the Company; or (ii) for Employee’s own account or for the account of any other person or entity (A) interfere with the Company’s relationship with any of its suppliers, customers, accounts, brokers, representatives or agents or (B) solicit or transact any business with any customer, account or supplier of the Company who or which transacts, has transacted or proposes to transact business with the Company at any time during the Term and for a period of this Agreement; two years following termination of Executive's employment for any reason, acting alone or in conjunction with others, directly or indirectly (iiii) employ or otherwise engageengage (either as owner, or solicit, entice or induce on behalf of Employee or any other person or entity, the services, retention or employment of any person who has been an employee, principalinvestor, partner, stockholder, sales representativeemployer, traineeemployee, consultant to consultant, advisor, or agent director) in any business in which he has been directly engaged on behalf of the Company within one year or any affiliate, or has supervised as an executive thereof, during the last two years prior to such termination, or which was engaged in or planned by the Company or an affiliate at the time of such termination, in any geographic area in which such business was conducted or planned to be conducted; (ii) induce any customers of the date Company or any of its affiliates with whom Executive has had contacts or relationships, directly or indirectly, during and within the scope of her employment with the Company or any of its affiliates, to curtail or cancel their business with the Company or any such offer affiliate; (iii) induce, or attempt to influence, any employee of the Company or any of its affiliates to terminate employment; or (iv) solicit, hire or retain as an employee or independent contractor, or assist any third party in the solicitation, hire, or retention as an employee or independent contractor, any person who during the previous 12 months was an employee of the Company or any affiliate; provided, however, that the limitation contained in clause (i) above shall not apply if Executive's employment is terminated as a result of a termination by the Company without Cause following a Change in Control or is terminated by Executive for Good Reason following a Change in Control; and provided further, that activities engaged in by or on behalf of the Company are not restricted by this covenant. Notwithstanding The provisions of subparagraphs (i), (ii), (iii), and (iv) above are separate and distinct commitments independent of each of the other subparagraphs. It is agreed that the ownership of not more than one percent of the equity securities of any provisions company having securities listed on an exchange or regularly traded in the over-the-counter market shall not, of itself, be deemed inconsistent with clause (i) of this Section 7, (1) this Section 7 shall not prohibit Employee from purchasing or owning up to five percent (5%) of the outstanding capital stock of a company which has a class of securities registered under Section 12 of the Securities Act of 1934, as amended and (2) to the extent not inconsistent with Employee’s obligations under this Agreement, Employee may engage in charitable or civic activities and make passive investments which are non-competitive and non-conflicting with the Company’s Business10(a).

Non-Competition. (a) During Without the Term consent in writing of this Agreement and one (1) year thereafter (except in the event that Employee’s employment hereunder is terminated without “cause”) (the "Restricted Period")Board, Employee shall Executive will not, without the written consent of the Company, directly or indirectly, (i) become associated with, render services to, invest in, represent, advise or otherwise participate in as an officer, employee, director, stockholder, partner, member, promoter, agent of, consultant for or otherwise, any business which is conducted anyone in world and which is competitive with the Business conducted by the Company; or (ii) for Employee’s own account or for the account of any other person or entity (A) interfere with the Company’s relationship with any of its suppliers, customers, accounts, brokers, representatives or agents or (B) solicit or transact any business with any customer, account or supplier of the Company who or which transacts, has transacted or proposes to transact business with the Company at any time during the Term and for a period of this Agreement; two years following termination of Executive's employment for any reason, acting alone or in conjunction with others, directly or indirectly (iiii) employ or otherwise engageengage (either as owner, or solicit, entice or induce on behalf of Employee or any other person or entity, the services, retention or employment of any person who has been an employee, principalinvestor, partner, stockholder, sales representativeemployer, traineeemployee, consultant to consultant, advisor, or agent director) in any business in which she has been directly engaged on behalf of the Company within one year or any affiliate, or has supervised as an executive thereof, during the last two years prior to such termination, or which was engaged in or planned by the Company or an affiliate at the time of such termination, in any geographic area in which such business was conducted or planned to be conducted; (ii) induce any customers of the date Company or any of its affiliates with whom Executive has had contacts or relationships, directly or indirectly, during and within the scope of her employment with the Company or any of its affiliates, to curtail or cancel their business with the Company or any such offer affiliate; (iii) induce, or attempt to influence, any employee of the Company or any of its affiliates to terminate employment; or (iv) solicit, hire or retain as an employee or independent contractor, or assist any third party in the solicitation, hire, or retention as an employee or independent contractor, any person who during the previous 12 months was an employee of the Company or any affiliate; provided, however, that the limitation contained in clause (i) above shall not apply if Executive's employment is terminated as a result of a termination by the Company without Cause following a Change in Control or is terminated by Executive for Good Reason following a Change in Control; and provided further, that activities engaged in by or on behalf of the Company are not restricted by this covenant. Notwithstanding The provisions of subparagraphs (i), (ii), (iii), and (iv) above are separate and distinct commitments independent of each of the other subparagraphs. It is agreed that the ownership of not more than one percent of the equity securities of any provisions company having securities listed on an exchange or regularly traded in the over-the-counter market shall not, of itself, be deemed inconsistent with clause (i) of this Section 7, (1) this Section 7 shall not prohibit Employee from purchasing or owning up to five percent (5%) of the outstanding capital stock of a company which has a class of securities registered under Section 12 of the Securities Act of 1934, as amended and (2) to the extent not inconsistent with Employee’s obligations under this Agreement, Employee may engage in charitable or civic activities and make passive investments which are non-competitive and non-conflicting with the Company’s Business10(a).

Non-Competition. Unless otherwise agreed by the Company and subject to Section 12(d), each of the Members and Reckson, on behalf of itself and its respective Affiliates, hereby severally warrants, covenants and agrees with the Company and each other Member and Reckson that neither it nor its Affiliates will, during the applicable Restrictive Covenant Period (aas defined below), directly or indirectly, without the prior written consent of the Company and each Member and Reckson, engage in or be interested in any business which is competitive with the Company's Business in the localities where the Company has active operations pursuant to the Plan for the Company nor during such period shall it or any of its Affiliates retain or hire (on behalf of itself or any other person) During any person who is or was an employee, consultant or agent of the Term Company (other than any such person whose duties do not include activities that are material to the management, administration or operations of the Company's Business) unless that person was in the employ of, or a consultant or agent of, the Member, Reckson or any of their respective Affiliates prior to being so for the Company. For the purposes of this Agreement Agreement, a party shall be deemed to be directly or indirectly interested in a business if such party is or shall be engaged or affiliated directly or indirectly with such business as a stockholder, director, officer, employee, salesman, sales representative, agent, broker, partner, member, individual proprietor, lender, investor, consultant or otherwise, unless such interest is limited solely to the passive investment ownership of twenty percent (20%) or less of the equity interests or debt of any company, as the case may be. For purposes of this Agreement, the "Restrictive Covenant Period" shall mean the period that commences on the date hereof and expires one (1) year thereafter (except in after the event that Employee’s employment hereunder date which is terminated without “cause”) (the "Restricted Period"), Employee shall not, without the written consent earlier of the Company, directly or indirectly, date: (i) become associated withthat such Member no longer holds, render services to, invest or has any beneficial interest in, represent, advise or otherwise participate in as an officer, employee, director, stockholder, partner, member, promoter, agent of, consultant for or otherwise, any business which is conducted anyone in world and which is competitive with the Business conducted by the Companymembership interest; or (ii) for Employee’s own account or for the account of any other person or entity (A) interfere with the Company’s relationship with any of its suppliers, customers, accounts, brokers, representatives or agents or (B) solicit or transact any business with any customer, account or supplier of the Company who or which transacts, has transacted or proposes to transact business with the Company at any time during the Term of this Agreement; an IPO or (iii) employ or otherwise engagein the case of Reckson, when RSI no longer holds, or solicithas any beneficial interest in, entice or induce on behalf of Employee or any other person or entity, the services, retention or employment of any person who has been an employee, principal, partner, stockholder, sales representative, trainee, consultant to or agent of the Company within one year of the date of such offer or solicitation. Notwithstanding any provisions in this Section 7, (1) this Section 7 shall not prohibit Employee from purchasing or owning up to five percent (5%) of the outstanding capital stock of a company which has a class of securities registered under Section 12 of the Securities Act of 1934, as amended and (2) to the extent not inconsistent with Employee’s obligations under this Agreement, Employee may engage in charitable or civic activities and make passive investments which are non-competitive and non-conflicting with the Company’s Businessmembership interests.

Non-Competition. (a) During I agree that, during the Term term of this Agreement my employment with the Company and for the one (1) year thereafter (except in period after the event that Employee’s date my employment hereunder is terminated without “cause”) (with the "Restricted Period")Company ends for any reason, Employee shall not, without the written consent of including but not limited to voluntary termination by me or termination by the Company, I will not, directly or indirectly, (i) become associated with, render services to, invest in, represent, advise or otherwise participate in as an officer, director, manager, employee, directorconsultant, stockholderadvisor, owner, partner, member, promoterstockholder, agent ofor in any other capacity, consultant for or otherwise, any business which is conducted anyone in world and which is competitive (a) compete with the Business conducted by business or planned business of the Company; Company or (ii) for Employee’s own account or for the account of any other person or entity (A) interfere with the Company’s relationship with any of its supplierssubsidiaries or controlled affiliates, customers, accounts, brokers, representatives or agents or (Bb) solicit take any steps or transact any actions to facilitate or prepare for competition with the business with any customer, account or supplier planned business of the Company who or which transactsany of its subsidiaries or controlled affiliates, has transacted nor will I assist another person to take any action that I would be prohibited from taking under this Section 5. The obligations not to compete that I have undertaken under this Section 5 shall apply in all countries of the world. For purposes of this Section 5, I will not be deemed or proposes to transact business treated as being in competition with the Company at any time during the Term of this Agreement; business or (iii) employ or otherwise engage, or solicit, entice or induce on behalf of Employee or any other person or entity, the services, retention or employment of any person who has been an employee, principal, partner, stockholder, sales representative, trainee, consultant to or agent planned business of the Company within one year or any of its subsidiaries or controlled affiliates or as being in violation of the date of such offer or solicitation. Notwithstanding any provisions covenant set forth in the clause (b) above in this Section 75 merely by virtue of my ownership of any equity interest in any business or person that is in competition with, (1) this Section 7 shall not prohibit Employee from purchasing or owning up is planning to be in competition with, the business or planned business of the Company or any of its subsidiaries or controlled affiliates, if my ownership of any such equity interest represents five percent (5%) or less the total equity interests in such business or person. I hereby acknowledge and agree that the foregoing restrictions contained in this Section 5 are reasonable, proper and necessitated by the legitimate business interests of the outstanding capital stock Company and will not prevent me from earning a living or pursuing my career. In the event that a court finds this Section 5, or any of a company which has a class its restrictions, to be unenforceable or invalid, I and the Company agree that (i) this Section 5 will be automatically modified to provide the Company with the maximum protection of securities registered under Section 12 of the Securities Act of 1934, as amended its business interests allowed by law and (2ii) to the extent not inconsistent with Employee’s obligations under I shall be bound, and such court shall enforce, this Agreement, Employee may engage in charitable or civic activities and make passive investments which are non-competitive and non-conflicting with the Company’s BusinessSection 5 as so modified.

Non-Competition. (a) During The Executive acknowledges and recognizes the Term highly competitive nature of this Agreement and one (1) year thereafter (except in the event that Employee’s employment hereunder is terminated without “cause”) (the "Restricted Period"), Employee shall not, without the written consent businesses of the Company, the amount of sensitive and confidential information involved in the discharge of the Executive’s position as Chairman, Chief Executive Officer and President of the Company, and the harm to the Company that would result if such knowledge or expertise was disclosed or made available to a competitor, and accordingly agrees that during the period that he is receiving payments under this Agreement, he shall not, directly or indirectlyindirectly in any manner or capacity (e.g., (ias an advisor, principal, agent, partner, officer, director, shareholder, employee, member of any association or otherwise) become associated with, render services to, invest engage in, representwork for, advise consult, provide advice or assistance or otherwise participate in as an officer, employee, director, stockholder, partner, member, promoter, agent of, consultant for or otherwise, any business which is conducted anyone in world and activity which is competitive with the Business conducted by business of the Company; . The Executive further agrees that during such period he will not assist or (ii) for Employee’s own account or for the account of encourage any other person or entity (A) interfere with in carrying out any activity that would be prohibited by the Company’s relationship with foregoing provisions of this Section if such activity were carried out by the Executive and, in particular, the Executive agrees that he will not induce any of its suppliers, customers, accounts, brokers, representatives or agents or (B) solicit or transact any business with any customer, account or supplier employee of the Company who to carry out any such activity; provided, however, that the “beneficial ownership” by the Executive, either individually or which transacts, has transacted or proposes to transact business with the Company at any time during the Term as a member of this Agreement; or (iii) employ or otherwise engage, or solicit, entice or induce on behalf of Employee or any other person or entity, the services, retention or employment of any person who has been an employee, principal, partner, stockholder, sales representative, trainee, consultant to or agent a “group,” as such terms are used in Rule 13d of the Company within General Rules and Regulations under the Exchange Act, of not more than one year of the date of such offer or solicitation. Notwithstanding any provisions in this Section 7, percent (1) this Section 7 shall not prohibit Employee from purchasing or owning up to five percent (5%) of the outstanding capital voting stock of any publicly held corporation shall not be a violation of this Agreement. It is further expressly agreed that the Company will or would suffer irreparable injury if the Executive were to compete with the company which has a class of securities registered under Section 12 or any subsidiary or affiliate of the Securities Act Company in violation of 1934this Agreement and that the Company would by reason of such competition be entitled to injunctive relief in a court of appropriate jurisdiction, as amended and (2) the Executive further consents and stipulates to the extent not inconsistent entry of such injunctive relief in such a court prohibiting the Executive from competing with Employee’s obligations the Company or any subsidiary or affiliate of the Company in violation of this Agreement. In the event that the Executive breaches the provisions of this Section 9, the severance benefits under section 6.2, 7.2.2 or 8.2, whichever is applicable, shall immediately terminate, the Executive shall cease to be entitled to any additional payments under this Agreement, Employee may engage in charitable or civic activities and make passive investments which are non-competitive and non-conflicting with the Company’s Businessall stock options shall cease to be exercisable.

Non-Competition. The Employee acknowledges that he or she will acquire considerable knowledge about, and expertise in, certain areas of the Employer’s business and that he or she will have knowledge of, and contact with, customers and suppliers of the Employer and its Affiliates (a) During as hereafter defined). The Employee further acknowledges that he or she may well be able to utilize such knowledge and expertise, following termination of his or her service with the Term Employer, to the serious detriment of this Agreement the Employer in the event that the Employee should solicit business from customers of the Employer or its affiliates. Accordingly, the Employee agrees that: during his or her employment and for a period of one (1) year thereafter (except after termination of his or her employment, the Employee will not in the event that Employee’s employment hereunder is terminated without “cause”) (the "Restricted Period"), Employee shall not, without the written consent of the Companyany way be associated with or involved, directly or indirectly, (i) become associated withwith any person, render services tofirm, invest in, represent, advise corporation or otherwise participate other entity engaged in as an officer, employee, director, stockholder, partner, member, promoter, agent of, consultant for or otherwise, any business which is conducted anyone in world and which is competitive with provides services substantially similar to the Business conducted services provided by the CompanyEmployer or its Affiliates within the metropolitan area known as Toronto and any area located within the vicinity of 20 miles from Toronto, or within the vicinity of 20 miles from any other office of the Employer, whether now operated by the Employer or hereafter operated by it; he or she will not, for a period of one (ii1) for Employee’s own account year after termination of his or her employment, directly or indirectly, approach any customer or business partner of the Employer or its Affiliates for the account purpose of any other person providing services substantially similar to the services provided by the Employer or entity its affiliates; he or she will not, for a period of one (A1) interfere with the Company’s relationship with year after termination of his or her employment, directly or indirectly, approach, solicit, entice or attempt to approach, solicit or entice any of its suppliers, customers, accounts, brokers, representatives or agents or (B) solicit or transact any business with any customer, account or supplier the other employees of the Company who Employer or which transactsits Affiliates to leave the employment of the Employer; he or she will not, for a period of one (1) year after termination of his or her employment, directly or indirectly, solicit orders for any articles similar to or capable of being used in place of the Goods (as hereafter defined), from any person, firm or employer to whom, or residing or carrying on business within the area in which, the Employer has transacted or proposes to transact business with the Company supplied Goods at any time during the Term twelve (12) months preceding such termination; orsupply such articles described in subparagraph 6(d) above to any person, firm or employer described in subparagraph 6(d)). For the purposes of this Agreement; paragraph 6, the following words and phrases shall have the following respective meanings: (I) “Affiliate” means any entity a majority of whose voting shares or (iii) employ securities are owned or otherwise engagecontrolled directly or indirectly by the Employer or the shareholders of the Employer, or solicit, entice whose control is held by the Employer or induce on behalf of Employee or any other person or entity, the services, retention or employment of any person who has been an employee, principal, partner, stockholder, sales representative, trainee, consultant to or agent shareholders of the Company within one year of Employer; and “Goods” means the date of such offer articles manufactured, distributed or solicitation. Notwithstanding any provisions in this Section 7, (1) this Section 7 shall not prohibit Employee from purchasing or owning up to five percent (5%) of sold by the outstanding capital stock of a company which has a class of securities registered under Section 12 of the Securities Act of 1934, as amended and (2) to the extent not inconsistent with Employee’s obligations under this Agreement, Employee may engage in charitable or civic activities and make passive investments which are non-competitive and non-conflicting with the Company’s BusinessEmployer.

Non-Competition. (ai) During In order to induce LSAI to enter into this Agreement, for a period of three (3) years from Closing, (i) TWI covenants and agrees not to engage in any business similar to, or in any way competitive with, that carried on by LSAI or LSI as constituted on the Term date of this Agreement and one or LSAI within any county in any state in which TWI is engaged in any such similar or competitive business (1"Competitive Business") year thereafter (except pursuant to agreements with LSAI and LSI), (ii) TWI covenants and agrees not to acquire any legal or beneficial interest in, or otherwise participate in the event that Employee’s employment hereunder ownership of any person, firm, corporation, partnership or other entity or association which is terminated without “cause”or becomes engaged in a Competitive Business, except ownership of less than one percent of a publicly traded company shall be permissible, (iii) each of TWI and Xxxxxxxx covenants and agrees not to (A) directly or indirectly solicit, canvass or otherwise contact or accept any business or transaction from any present or former customer of TWI, or take any action which shall cause the "Restricted Period"), Employee shall not, without the written consent termination or curtailment of the Companybusiness relationship between LSAI or LSI and/or its successor or successors and any of their present or former customers, including without limitation those customers constituting in whole or in part the TWI Assets relating to a Competitive Business, and (B) to directly or indirectly, (i) become associated withwithout the prior written consent of LSAI, render services tosolicit, invest inentice, representraid, advise persuade or otherwise participate in as an officer, employee, director, stockholder, partner, member, promoter, agent of, consultant for or otherwise, induce any business which is conducted anyone in world and which is competitive with the Business conducted by the Company; or (ii) for Employee’s own account or for the account of any other person or entity (A) interfere with the Company’s relationship with any of its suppliers, customers, accounts, brokers, representatives or agents or (B) solicit or transact any business with any customer, account or supplier individual who at of the Company who date of this Agreement is, or which transacts, has transacted or proposes to transact business with the Company at any time during such period shall be, an employee of LSAI, LSI or LSAI Affiliate, or any of their respective successors, to terminate or refrain from renewing or extending his or her employment with LSAI or LSI or LSAI Affiliate, or any of their respective successors, except this clause shall not apply to any such employee whose employment shall have been terminated by TWI, LSAI, LSI or LSAI Affiliate or to become employed by or enter into a contractual relationship with NPLI, LSAI, or any of their Affiliates. This covenant and agreement is included herein in order to protect the Term value of the TWI Assets being acquired by LSAI pursuant to this Agreement and to assure that LSAI shall have the full benefit of the value thereof. For purposes of this Agreement; or (iii) employ or otherwise engage, or solicit, entice or induce on behalf of Employee or any other person or entity, the services, retention or employment of any person who has been an employee, principal, partner, stockholder, sales representative, trainee, consultant to or agent One Million Two Hundred Thousand Dollars of the Company within one year purchase price of the date TWI Assets as set forth in Section 2.2 of such offer or solicitation. Notwithstanding any provisions this Agreement shall be allocated to the covenants and agreements set forth in this Section 7, subsection (1i) of this Section 7 shall not prohibit Employee from purchasing or owning up to five percent (5%) of the outstanding capital stock of a company which has a class of securities registered under Section 12 of the Securities Act of 1934, as amended and (2) to the extent not inconsistent with Employee’s obligations under this Agreement, Employee may engage in charitable or civic activities and make passive investments which are non-competitive and non-conflicting with the Company’s Business12.7.

Non-Competition. (a) During the Term of this Agreement Each Shareholder severally agrees and one (1) year thereafter (except in the event covenants that Employee’s employment hereunder is terminated without “cause”) (the "Restricted Period"), Employee each Shareholder shall not, without the prior written consent of the CompanyPurchaser, directly or indirectly, anywhere within the territory in which the Purchaser or FFM conducts its real estate mortgage and lending business (ithe "Restricted Territory") for a period from the date hereof until three (3) years following the date hereof: (1) form, acquire, finance, assist, support, or become associated as an employee, agent, partner, shareholder, coventurer or otherwise, directly or indirectly, with, render services to, invest or engage in, representa business which is similar to the FFM's real estate mortgage and lending business (including, but not limited to those states that it is licensed to do business) (any such business is hereinafter referred to as a "Competitive Business"); (2) for the purpose of conducting or engaging in any Competitive Business, call upon, solicit, advise or otherwise participate in as an officerdo, employeeor attempt to do business with any suppliers, directorcustomers or accounts of FFM and Purchaser or take away or interfere or attempt to interfere with any customer, stockholdertrade, partner, member, promoter, agent of, consultant for business or otherwise, any business which is conducted anyone in world patronage of FFM and which is competitive with the Business conducted by the CompanyPurchaser; or (ii) for Employee’s own account or for the account of any other person or entity (A3) interfere with the Company’s relationship or attempt to interfere with or hire any of its suppliersofficers, customers, accounts, brokersemployees, representatives or agents of FFM or (B) solicit Purchaser, or transact any business of the Purchaser's subsidiaries or affiliates, or induce or attempt to induce any of them to leave the employ of FFM or Purchaser or any of the Purchaser's subsidiaries or affiliates, or violate the terms of their contract with any customerof them. Each Shareholder shall not use or disclose, account after the date hereof, any proprietary information or supplier know-how of FFM in any Competitive Business. In the Company who event of a breach or which transacts, has transacted a threatened breach by a Shaerholder or proposes to transact business with the Company at any time during the Term of its affiliates of this Agreement; or (iii) employ or otherwise engage, or solicit, entice or induce on behalf of Employee or any other person or entitySection 10.1, the servicesFFM and Purchaer shall be entitled to an injunction restraining such breach without posting bond, retention but nothing herein shall be construed to prohibit FFM and Purchaser from pursuing any remedy available to FFM and Purchaser for such breach or employment of any person who has been an employee, principal, partner, stockholder, sales representative, trainee, consultant to or agent of the Company within one year of the date of such offer or solicitation. Notwithstanding any provisions in this Section 7, (1) this Section 7 shall not prohibit Employee from purchasing or owning up to five percent (5%) of the outstanding capital stock of a company which has a class of securities registered under Section 12 of the Securities Act of 1934, as amended and (2) to the extent not inconsistent with Employee’s obligations under this Agreement, Employee may engage in charitable or civic activities and make passive investments which are non-competitive and non-conflicting with the Company’s Businessthreatened breach.

Non-Competition. Without the consent in writing of the Board, upon the Executive's Date of Termination for any reason, Executive will not, for a period of two years thereafter, acting alone or in conjunction with others, directly or indirectly (ai) During the Term of this Agreement and one engage (1either as owner, investor, partner, stockholder, employer, employee, consultant, advisor or director (other than as below)) year thereafter (except in any business in the event that Employee’s employment hereunder continental United States which is terminated without “cause”) (a material business conducted by the "Restricted Period"), Employee shall not, without Company or any of its subsidiaries on the written consent date of the Companyconsummation of a Change of Control in which he has been directly engaged, or has supervised as an executive, on the date of the consummation of the Change of Control and which is directly in competition with a material business conducted by the Company or any of its subsidiaries on the date of the consummation of the Change of Control; (ii) induce any customers of the Company or any of its subsidiaries with whom Executive has had contacts or relationships, directly or indirectly, (i) become associated with, render services to, invest in, represent, advise or otherwise participate in as an officer, employee, director, stockholder, partner, member, promoter, agent of, consultant for or otherwise, any business which is conducted anyone in world during and which is competitive within the scope of his employment with the Business conducted by the Company; Company or (ii) for Employee’s own account or for the account of any other person or entity (A) interfere with the Company’s relationship with any of its supplierssubsidiaries, customers, accounts, brokers, representatives to curtail or agents or (B) solicit or transact any cancel their business with such companies or any customer, account or supplier of the Company who or which transacts, has transacted or proposes to transact business with the Company at any time during the Term of this Agreementthem; or (iii) employ or otherwise engageinduce, or solicitattempt to influence, entice or induce on behalf any employee of Employee the Company or any of its subsidiaries to terminate employment. The provisions of subparagraphs (i), (ii), and (iii) above are separate and distinct commitments independent of each of the other person or entity, subparagraphs. It is agreed that the services, retention or employment ownership of not more than one percent of the equity securities of any person who has been company having securities listed on an exchange or regularly traded in the over-the-counter market shall not, of itself, be deemed inconsistent with clause (i) of this paragraph (a), neither shall service (whether as an employee, principalofficer, partnerdirector, stockholderor consultant) with respect to CUNO Incorporated, sales representativenor shall service as a member of a board of directors on which Executive is serving on the Date of Termination (including any successor board thereto) be deemed, traineeof itself, consultant to or agent be inconsistent with clause (i) of this paragraph (a). The Executive and the Company agree that the value to be assigned to the obligations of the Company within Executive under this paragraph (a) is an amount equal to one year of the date of such offer or solicitation. Notwithstanding any provisions in this Section 7, (1) this Section 7 shall not prohibit Employee from purchasing or owning up to five hundred percent (5100%) of the outstanding capital stock Executive's Annual Base Salary and Recent Annual Bonus. Violation of a company which has a class of securities registered under Section 12 of the Securities Act of 1934, as amended and 11(a) or (2b) shall not require Executive to the extent not inconsistent with Employee’s obligations under this Agreement, Employee may engage in charitable return any payment or civic activities and make passive investments which are non-competitive and non-conflicting with the Company’s Businessbenefit previously distributed to Executive.

Non-Competition. Each Founder hereby covenants and undertakes that he shall devote one hundred percent (a100%) During of his working time and attention to the Term business of this Agreement the Group Companies, and one (1) year thereafter (except in use his best efforts to develop the event that Employeebusiness and care for the interests of the Group Companies, until the first anniversary of the Company’s employment hereunder is terminated without “cause”) (IPO unless otherwise approved by the "Restricted Period")Majority Preferred Holders, Employee and shall not, without the prior written consent of the CompanyMajority Preferred Holders, either on his own account or through any of his Affiliates, or in conjunction with or on behalf of any other Person, (i) possess, directly or indirectly, the power to direct or cause the direction of the management and business operation of any entity that may compete with any Group Company whether (iA) become associated withthrough the ownership of any equity interest in such entity, render services toor (B) by occupying half or more of the board seats of the entity; or (C) by contract, invest in, represent, advise or otherwise participate in as an officer, employee, director, stockholder, partner, member, promoter, agent of, consultant for agreements or otherwise, any business which is conducted anyone in world and which is competitive with the Business conducted by the Company; or (ii) for Employee’s own account or for devote time to carry out the account business operation of any other person entity or entity (A) interfere with the Company’s relationship with serve as an officer or employee in any of its suppliers, customers, accounts, brokers, representatives or agents or (B) solicit or transact any business with any customer, account or supplier of the Company who or which transacts, has transacted or proposes to transact business with the Company at any time during the Term of this Agreementother entity; or (iii) employ serve as a director or otherwise engageconsultant in any other entity, unless (A) such Founder promptly informs all the Investors of his role in such entity, and (B) such Founder acts in good faith to ensure his role in such entity would not cause material adverse effect to the Group Companies. Each Founder hereby further covenants and undertakes that, except for purchase of publicly traded securities up to 1% of the total shares of a listed company on a public capital market, unless conducted through the Group Companies or upon the prior written consent of the Majority Preferred Holders, during the greater of (i) the period when such Founder holds any office with any Group Company; and (ii) the period when such Founder holds any direct or indirect equity interest in any Group Company, and for a further period of twenty four (24) months thereafter, such Founder shall not, directly or indirectly through any Affiliate or associate, own, manage, be engaged in, operate, Control, or solicitwork for any business, entice whether in corporate, proprietorship or induce on behalf of Employee partnership form or any other person or entityotherwise, the services, retention or employment of any person who has been an employee, principal, partner, stockholder, sales representative, trainee, consultant to or agent of the Company within one year of the date of such offer or solicitation. Notwithstanding any provisions in this Section 7, (1) this Section 7 shall not prohibit Employee from purchasing or owning up to five percent (5%) of the outstanding capital stock of a company which has a class of securities registered under Section 12 of the Securities Act of 1934, as amended and (2) to the extent not inconsistent with Employee’s obligations under this Agreement, Employee may engage in charitable or civic activities and make passive investments which are non-competitive and non-conflicting that competes with the Company’s Principal Business.

Non-Competition. During the term of the Employee's employment hereunder and for the Designated Period (as defined below) after termination of the Employee's employment hereunder, the Employee will not (a) During the Term of this Agreement and one (1) year thereafter (except anywhere in the event that Employee’s employment hereunder is terminated without “cause”) (the "Restricted Period")world, Employee shall not, without the written consent of the Companyengage, directly or indirectly, alone or as a shareholder (iother than as a holder of less than two percent (2%) of the common stock of any publicly traded corporation), partner, officer, director, employee, consultant or advisor, or otherwise in any way participate in or become associated with, render services toany other business organization that is engaged or becomes engaged in any business that is the same or substantially identical business of any of the Companies, invest in, represent, advise or otherwise participate in as an officer, employee, director, stockholder, partner, member, promoter, agent of, consultant for or otherwiseis directly competitive with, any business activity that any of the Companies is conducting at the time of the Employee's termination or has notified the Employee that it proposes to conduct and for which is conducted anyone any of the Companies have, prior to the time of such termination, expended substantial resources (the "Designated Industry"), (b) divert to any competitor of any of the Companies any customer of any of the Companies, (c) solicit any employee of any of the Companies (other than by a general advertisement not directed at the employees of any of the Companies) to leave its employ for alternative employment, or (d) hire or offer employment to any person who was an employee of any of the Companies, or any person to whom the Employee actually knows any of the Companies has offered employment, in world and which is competitive with either case within 180 days prior to the Business conducted by date of the Company; or Employee's termination. For purposes hereof, the term "Designated Period" shall mean (i) in all cases other than as set forth in clause (ii) for below, two (2) years and (ii) in the case the Employee’s own account or for the account of any other person or entity (A) interfere 's employment is terminated pursuant to Section 3 in connection with the Company’s relationship with any of its suppliers, customers, accounts, brokers, representatives or agents or (B) solicit or transact any business with any customer, account or supplier expiration of the Company who Initial Term or which transactsany subsequent term hereunder, has transacted or proposes one (1) year. The Employee acknowledges that the provisions of this Section 9 are essential to transact protect the business and goodwill of the Companies. The Employee will continue to be bound by the provisions of this Section 9 until their expiration and shall not be entitled to any compensation from the Employer with the Company respect thereto except as provided above. If at any time during the Term 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. 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; or (iii) employ or otherwise engage, or solicit, entice or induce on behalf of Employee or any other person or entity, the services, retention or employment of any person who has been an employee, principal, partner, stockholder, sales representative, trainee, consultant to or agent of the Company within one year of the date of such offer or solicitation. Notwithstanding any provisions in this Section 7, (1) this Section 7 shall not prohibit Employee from purchasing or owning up to five percent (5%) of the outstanding capital stock of a company which has a class of securities registered under Section 12 of the Securities Act of 1934, as amended and (2) to the extent not inconsistent with Employee’s obligations under this Agreement, Employee may engage in charitable or civic activities and make passive investments which are non-competitive and non-conflicting with the Company’s Business.

Non-Competition. (a) During Each Seller covenants and agrees that on and after the Term Closing Date, and until the twenty-four (24)-month anniversary of this Agreement and one (1) year thereafter (except in the event that Employee’s employment hereunder is terminated without “cause”) Closing Date (the "Restricted Period"), Employee such Seller shall not, without the written consent of the Companyand shall cause their respective Affiliates to not, directly or indirectly, individually or for or with any Person (whether as a consultant, employee, equity or debt holder, officer, director, or otherwise), develop, operate, lease, license, construct, manage, market, or acquire any interest in, any wireless or broadcast communications tower or site within two (2) miles of any Tower Asset (other than the communications tower sites owned by Affiliates and identified in Section 5.12 of the Disclosure Schedule). During the Restricted Period, no Seller nor their respective Affiliates shall (i) become associated withsolicit, render services toemploy, invest inretain as a consultant, represent, advise interfere with or otherwise participate in as an officer, employee, director, stockholder, partner, member, promoter, agent of, consultant for or otherwiseattempt to entice away from Purchaser, any business which is conducted anyone in world and which is competitive with individual who is, has agreed to be or within twelve (12) months of such solicitation, employment, retention, interference or enticement has been, employed or retained by Purchaser, its Affiliates or any successor to any of the Business conducted by the Company; foregoing or (ii) engage or participate in any effort or act to induce any customers, suppliers, Associates or independent contractors of Purchaser, its Affiliates or any successor to any of the foregoing to cease doing business or their association or employment with Purchaser, its Affiliates or any successor to the foregoing. The Restricted Period shall be tolled with respect to Sellers and their respective Affiliates during any period of violation of this covenant not to compete by any of them and during any other period required for Employee’s own account litigation during which Purchaser seeks to enforce this covenant against any of Sellers or any of their Affiliates. In the event that any of the covenants contained in this Section 5.12 shall be determined by any court of competent jurisdiction to be unenforceable by reason of its extending for too long a period of time or over too large a geographical area or by reason of its being too extensive in any other respect, it shall be interpreted to extend only over the account longest period of time for which it may be enforceable, and/or over the largest geographical area as to which it may be enforceable and/or to the maximum extent in all other aspects as to which it may be enforceable, all as determined by such court in such action. Each Seller acknowledges that both the twenty-four (24)-month length of time and the geographic scope set forth in this Section 5.12 are considered by it to be reasonable given the nature of the business of the Business and are necessary to the protection of the Business. The restrictive covenants contained in this Section 5.12 are each covenants independent of any other person or entity (A) interfere with provision of this Agreement, and the Company’s relationship with existence of any Claim which any of its suppliersSellers may allege against any other party to this Agreement, customerswhether based on this Agreement or otherwise, accounts, brokers, representatives or agents or (B) solicit or transact any business with any customer, account or supplier shall not prevent the enforcement of these covenants. Each Seller acknowledges that Purchaser is purchasing the goodwill of the Company who or which transacts, has transacted or proposes to transact business with and the Company at any time during Business and the Term of this Agreement; or (iii) employ or otherwise engage, or solicit, entice or induce on behalf of Employee or any other person or entity, the services, retention or employment of any person who has been an employee, principal, partner, stockholder, sales representative, trainee, consultant to or agent of the Company within one year of the date of such offer or solicitation. Notwithstanding any provisions covenants contained in this Section 7, (1) 5.12 are essential to the protection of Purchaser's investment in the Company and the Business and that Purchaser would not purchase the Business but for these covenants. Each Seller agrees that a breach by any of Sellers of this Section 7 5.12 shall not prohibit Employee from purchasing cause irreparable harm to Purchaser and the Business and that Purchaser's remedies at Law for any breach or owning up to five percent (5%) threat of breach of the outstanding capital stock provisions of a company this Section 5.12 shall be inadequate, and that Purchaser shall be entitled to an injunction or injunctions to prevent breaches of this Section 5.12 and to enforce specifically the terms and provisions hereof, in addition to any other remedy to which has a class of securities registered under Section 12 of the Securities Act of 1934, as amended and (2) to the extent not inconsistent with Employee’s obligations under this Agreement, Employee Purchaser may engage in charitable or civic activities and make passive investments which are non-competitive and non-conflicting with the Company’s Businessbe entitled at Law.

Non-Competition. During the term of the Employee's employment hereunder and for the Designated Period (as defined below) after termination of the Employee's employment hereunder, the Employee will not (a) During anywhere within the Term State of this Agreement and one (1) year thereafter (except in the event that Employee’s employment hereunder is terminated without “cause”) (the "Restricted Period")Michigan, Employee shall not, without the written consent of the Companyengage, directly or indirectly, alone or as a shareholder (i) become associated with, render services to, invest in, represent, advise or otherwise participate in other than as an officer, employee, director, stockholder, partner, member, promoter, agent of, consultant for or otherwise, any business which is conducted anyone in world and which is competitive with the Business conducted by the Company; or (ii) for Employee’s own account or for the account a holder of any other person or entity (A) interfere with the Company’s relationship with any of its suppliers, customers, accounts, brokers, representatives or agents or (B) solicit or transact any business with any customer, account or supplier of the Company who or which transacts, has transacted or proposes to transact business with the Company at any time during the Term of this Agreement; or (iii) employ or otherwise engage, or solicit, entice or induce on behalf of Employee or any other person or entity, the services, retention or employment of any person who has been an employee, principal, partner, stockholder, sales representative, trainee, consultant to or agent of the Company within one year of the date of such offer or solicitation. Notwithstanding any provisions in this Section 7, (1) this Section 7 shall not prohibit Employee from purchasing or owning up to less than five percent (5%) of the outstanding capital common stock of a company which has a class any publicly traded corporation), partner, officer, director, employee or consultant of securities registered under Section 12 any other business organization that is engaged or becomes engaged in the dental business limited to extended care and assisted living facilities in competition with the Employer or any of its affiliates (including HealthDrive Corporation or any professional corporations) (the "DESIGNATED INDUSTRY"), (b) divert to any competitor of the Securities Act Employer or any of 1934its affiliates (including HealthDrive Corporation or any professional corporations) any customer of the Employer or any of its affiliates (including HealthDrive Corporation or any professional corporations), as amended or (c) solicit or encourage any officer, employee or consultant of the Employer or any of its affiliates (including HealthDrive Corporation or any professional corporations) to leave their employ for alternative employment, or hire or offer employment to, directly or indirectly, any person whom the Employer or any of its affiliates (including HealthDrive Corporation or any professional corporations) then employs or to whom the Employer or any of its affiliates (including HealthDrive Corporation or any professional corporations) has offered employment. For purposes hereof, the term "DESIGNATED PERIOD" shall mean (i) with respect to termination of the Employee's employment hereunder (a) pursuant to Section 7(a) hereof, or (b) pursuant to Section 7(b) hereof, or (c) by the Employee pursuant to Section 7(c) hereof, a period of eighteen (18) months following the date of such termination, and (2ii) with respect to termination of the extent Employee's employment hereunder by the Employer pursuant to Section 7(c) hereof, through such date of termination. The Employee acknowledges that the provisions of this Section 10 are essential to protect the business and goodwill of the Employer. The Employee will continue to be bound by the provisions of this Section 10 until their expiration and shall not inconsistent be entitled to any compensation from the Employer with Employee’s obligations under respect thereto except as provided above. If at any time the provisions of this AgreementSection 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 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 may engage in charitable agrees that this Section 10 as so amended shall be valid and binding as though any invalid or civic activities and make passive investments which are non-competitive and non-conflicting with the Company’s Businessunenforceable provision had not been included herein.

Non-Competition. Gxxxx acknowledges and recognizes his possession of Confidential Information (aas defined in his Employment Agreement with the Company) During and acknowledges the Term highly competitive nature of this Agreement the business of the Company and one its affiliates and subsidiaries and accordingly agrees that, in consideration of the promises contained herein, he will not, from the Separation Date through December 31, 2006 (1the “Post-Employment Restricted Period”) year thereafter (except engage or invest in, own, manage, operate, finance, control, or participate in the event ownership, management, operation, financing, or control of, be employed by, lend his name to, lend his credit to, or render services or advice to any business that Employee’s employment hereunder is terminated without “cause”competes with the business then being conducted by the Company or any of its affiliates or subsidiaries, provided, however, that Gxxxx may (x) purchase or otherwise acquire up to three percent of any class of securities of any enterprise if such securities are listed on any national or regional securities exchange or have been registered under Section 12(g) of the Securities Exchange Act of 1934, as amended, and (y) engage in other direct to consumer marketing projects, including those involving television and those utilizing the "Restricted Period"same vendors utilized by the Company (such as, but not limited to, Koepell, Thrill Street Entertainment, Kxxxxx Xxxxxxx and West Communications), Employee shall provided that such projects are not in competition with the business of the Company as of the Separation Date and do not have a negative impact on the Company. Gxxxx agrees that, in consideration of the promises contained herein, he will not, without the written consent either individually or as an officer, director, stockholder, member, partner, agent, consultant or principal of the Companyany other business firm, directly or indirectly, (i) become associated with, render services to, invest in, represent, advise or otherwise participate in as an officer, employee, director, stockholder, partner, member, promoter, agent of, consultant for or otherwise, solicit any business which is conducted anyone in world and which is competitive with of the Business conducted type being carried on by the Company; Company or any of its affiliates or subsidiaries during the Post-Employment Restricted Period (iior any business of a similar type) for Employee’s own account or for the account of from any other person or entity (A) interfere that was a customer of the Company or its affiliates or subsidiaries during the term of his employment with the Company’s relationship with any of its suppliers, customers, accounts, brokers, representatives or agents or (B) solicit or transact any business with any customer, account or supplier of the Company who or which transacts, has transacted or proposes to transact business with the Company at any time during the Term of this Agreement; or (iii) employ or otherwise engage, or solicit, entice or induce on behalf of Employee or any other person or entity, the services, retention or employment of any person who has been an employee, principal, partner, stockholder, sales representative, trainee, consultant to or agent of the Company within one year of the date of such offer or solicitation. Notwithstanding any provisions in this Section 7, (1) this Section 7 shall not prohibit Employee from purchasing or owning up to five percent (5%) of the outstanding capital stock of a company which has a class of securities registered under Section 12 of the Securities Act of 1934, as amended and (2) to the extent not inconsistent with Employee’s obligations under this Agreement, Employee may engage in charitable or civic activities and make passive investments which are non-competitive and non-conflicting with the Company’s Business.

Non-Competition. At all times while the Executive is employed by the Company and for a six (a6) During month period after the Term termination of this Agreement and one (1) year thereafter (except in the event that Employee’s Executive's employment hereunder is terminated without “cause”) (with the "Restricted Period")Company for any reason, Employee the Executive shall not, without the written consent of the Company, directly or indirectly, (i) become associated withengage in or have any interest in any sole proprietorship, render services topartnership, invest in, represent, advise corporation or otherwise participate in as an officer, employee, director, stockholder, partner, member, promoter, agent of, consultant for business or otherwise, any business which is conducted anyone in world and which is competitive with the Business conducted by the Company; or (ii) for Employee’s own account or for the account of any other person or entity (Awhether as an employee, officer, director, partner, agent, security holder, creditor, consultant or otherwise) interfere that directly or indirectly (or through any affiliated entity) engages in competition with the Company located within a fifty (50) mile radius of Company's current place of business or any subsequent location Company may conduct business from where the Company markets and sells its products or its services (for this purpose, any business that engages in the retail or wholesale automotive parts and accessories business shall be deemed to be in competition with the Company’s relationship with any ); provided that such provision shall not apply to the Executive's ownership of its suppliers, customers, accounts, brokers, representatives or agents or (B) solicit or transact any business with any customer, account or supplier Common Stock of the Company who or which transactsthe acquisition by the Executive, has transacted or proposes to transact business with the Company at any time during the Term solely as an investment, of this Agreement; or (iii) employ or otherwise engage, or solicit, entice or induce on behalf of Employee or any other person or entity, the services, retention or employment securities of any person who has been an employee, principal, partner, stockholder, sales representative, trainee, consultant to issuer that is registered under Section 12(b) or agent of the Company within one year of the date of such offer or solicitation. Notwithstanding any provisions in this Section 7, (1) this Section 7 shall not prohibit Employee from purchasing or owning up to five percent (5%12(g) of the outstanding capital stock of a company which has a class of securities registered under Section 12 of the Securities Exchange Act of 1934, as amended amended, and that are listed or admitted for trading on any United States national securities exchange or that are quoted on the National Association of Securities Dealers Automated Quotations System, or any similar system or automated dissemination of quotations of securities prices in common use, so long as the Executive does not control, acquire a controlling interest in or become a member of a group which exercises direct or indirect control or, more than five percent of any class of capital stock of such corporation. During the term of Executive's employment relationship with Company, the geographical limitation of a fifty (250) to mile radius contained above shall not be applicable, and Executive shall be prohibited from such ownership and/or activity regardless of the extent not inconsistent with Employee’s obligations under this Agreement, Employee may engage in charitable or civic activities and make passive investments which are non-competitive and non-conflicting with the Company’s Businessgeographical location of such other business.

Non-Competition. As a part of the inducement to Buyer to enter into this Agreement, the Company and the Shareholders hereby agree that for a period of five (a5) During years (the Term of this Agreement and one (1) year thereafter (except in the event that Employee’s employment hereunder is terminated without “causeCovenant Term”) (from the "Restricted Period")Closing Date, Employee the Company and the Shareholders shall not, nor shall any person then controlled by any of the Shareholders (hereinafter referred to as “Sellers’ Affiliates”), without the prior express written consent of the CompanyBuyer: (a) own, manage, operate, control, engage, invest or otherwise participate in, directly or indirectly, any business, firm or corporation which is engaged anywhere in the Northeast United States comprised of the states of New York, New Jersey, Vermont, Massachusetts, Connecticut, Rhode Island, Maine, Ohio and Pennsylvania in the sale or distribution of any Products; (ib) become associated withsolicit, render services toentice, invest in, represent, advise encourage or otherwise participate in as an officerinduce or attempt to induce, employeewhether by mailing of promotional literature, directorby use of telephonic or direct personal contact with sales personnel of the Company or Sellers’ Affiliates or sales representatives engaged by any the Company or Sellers’ Affiliates or by any other means solicit, stockholderencourage, partner, member, promoter, agent of, consultant for entice or otherwiseotherwise induce or attempt to induce any person to purchase from the Company or any of Sellers’ Affiliates, any business products which is conducted anyone in world and which is competitive compete with the Business conducted Products. Ownership or purchase by the Company; , any of the Shareholders and Seller’s Affiliates in the aggregate, at or (ii) for Employee’s own account or for after the account time of Closing, of less than 5% of the issued and outstanding capital stock of any other person enterprise engaged in the production or entity (A) interfere sale of products which compete with the Products, the securities of which are listed on a national securities exchange or included in the national list of over-the-counter securities shall not be deemed a violation of this Section 7.12 nor shall the Company’s relationship with or ADSI’s performance of any of its suppliers, customers, accounts, brokers, representatives or agents Contract which cannot be assigned hereunder or (Bc) solicit directly or transact any business with any customerindirectly, account either individually or supplier of the Company who or which transacts, has transacted or proposes to transact business with the Company at any time during the Term of this Agreement; or (iii) employ or otherwise engage, or solicit, entice or induce on behalf of Employee or any other person or entity, do any of the servicesfollowing: (i) solicit, retention encourage, or employment of any person who has been an employeeinduce customers, principalprospective customers, partnersuppliers, stockholderprospective suppliers, sales representativeindependent contractors, traineelicensees, consultant to licensors, or agent other business relationship of the Company within one year or ADSI to reduce or terminate their relationships with the Company or ADSI, as applicable, or (ii) contact, approach, or solicit any business relationship of the date Company or ADSI for the purpose or effect of interfering with their relationship with the Company or ADSI. Upon breach by the Company, any of the Shareholders or any of Sellers’ Affiliates of any provision of this Section 7.12, Buyer shall be entitled to seek injunctive relief, both preliminarily and permanently, since the remedy at law would be inadequate and insufficient. Additionally, Buyer will be entitled to all such other legal and equitable remedies as may be available to it. In the event any of the provisions of this Section 7.12 is determined by a court of competent jurisdiction to be contrary to any applicable statute, Law, or for any reason to be unenforceable as written, such court may modify any of such offer or solicitation. Notwithstanding any provisions in this Section 7, (1) this Section 7 shall not prohibit Employee from purchasing or owning up so as to five percent (5%) of the outstanding capital stock of a company which has a class of securities registered under Section 12 of the Securities Act of 1934, permit enforcement thereof as amended and (2) to the extent not inconsistent with Employee’s obligations under this Agreement, Employee may engage in charitable or civic activities and make passive investments which are non-competitive and non-conflicting with the Company’s Businessthus modified.

Non-Competition. (a) During Without the Term consent in writing of this Agreement and one (1) year thereafter (except in the event that Employee’s employment hereunder is terminated without “cause”) (the "Restricted Period")Board, Employee shall Executive will not, without the written consent of the Company, directly or indirectly, (i) become associated with, render services to, invest in, represent, advise or otherwise participate in as an officer, employee, director, stockholder, partner, member, promoter, agent of, consultant for or otherwise, any business which is conducted anyone in world and which is competitive with the Business conducted by the Company; or (ii) for Employee’s own account or for the account of any other person or entity (A) interfere with the Company’s relationship with any of its suppliers, customers, accounts, brokers, representatives or agents or (B) solicit or transact any business with any customer, account or supplier of the Company who or which transacts, has transacted or proposes to transact business with the Company at any time during the Term and for a period of this Agreement; two years following termination of Executive’s employment for any reason, acting alone or in conjunction with others, directly or indirectly (iiii) employ or otherwise engageengage (either as owner, or solicit, entice or induce on behalf of Employee or any other person or entity, the services, retention or employment of any person who has been an employee, principalinvestor, partner, stockholder, sales representativeemployer, traineeemployee, consultant to consultant, advisor, or agent director) in any business in which he has been directly engaged on behalf of the Company within one year or any affiliate, or has supervised as an executive thereof, during the last two years prior to such termination, or which was engaged in or planned by the Company or an affiliate at the time of such termination, in any geographic area in which such business was conducted or planned to be conducted; (ii) induce any customers of the date Company or any of its affiliates with whom Executive has had contacts or relationships, directly or indirectly, during and within the scope of his employment with the Company or any of its affiliates, to curtail or cancel their business with the Company or any such offer affiliate; (iii) induce, or attempt to influence, any employee of the Company or any of its affiliates to terminate employment; or (iv) solicit, hire or retain as an employee or independent contractor, or assist any third party in the solicitation, hire, or retention as an employee or independent contractor, any person who during the previous 12 months was an employee of the Company or any affiliate; provided, however, that the limitation contained in clause (i) above shall not apply if Executive’s employment is terminated as a result of a termination by the Company without Cause within two years following a Change in Control or is terminated by Executive for Good Reason within two years following a Change in Control; and provided further, that activities engaged in by or on behalf of the Company are not restricted by this covenant. Notwithstanding The provisions of subparagraphs (i), (ii), (iii), and (iv) above are separate and distinct commitments independent of each of the other subparagraphs. It is agreed that the ownership of not more than one percent of the equity securities of any provisions company having securities listed on an exchange or regularly traded in the over-the-counter market shall not, of itself, be deemed inconsistent with clause (i) of this Section 7, (1) this Section 7 shall not prohibit Employee from purchasing or owning up to five percent (5%) of the outstanding capital stock of a company which has a class of securities registered under Section 12 of the Securities Act of 1934, as amended and (2) to the extent not inconsistent with Employee’s obligations under this Agreement, Employee may engage in charitable or civic activities and make passive investments which are non-competitive and non-conflicting with the Company’s Business10(a).

Non-Competition. (a) During In order to induce LSAI to enter into this --------------- Agreement, each of the Term NPLI Shareholders covenants and agrees that from the Closing until January 1, 2001, he shall not, and shall not permit any of his Affiliates, (i) to engage in any business similar to, or in any way competitive with, that carried on by NPLI as constituted on the date of this Agreement and one within any county in any state in which NPLI is engaged in any such similar or competitive business (1"Competitive Business") year thereafter (except pursuant to agreements with LSAI or its Affiliates), (ii) to acquire any legal or beneficial interest in, or otherwise participate in the event that Employee’s employment hereunder ownership of any person, firm, corporation, partnership or other entity or association which is terminated without “cause”or becomes engaged in a Competitive Business, except ownership of less than one percent of a publicly traded company shall be permissible, (iii) (directly or indirectly solicit, canvass or otherwise contact or accept any business or transaction from any present or former clients of NPLI, or take any action which shall cause the "Restricted Period"), Employee shall not, without the written consent termination or curtailment of the Companybusiness relationship between NPLI (and/or its successor or successors) and any of its present or former customers relating to a Competitive Business, (iv) directly or indirectly, (i) become associated withwithout the prior written consent of LSAI, render services tosolicit, invest inentice, representraid, advise persuade or otherwise participate in as an officer, employee, director, stockholder, partner, member, promoter, agent of, consultant for or otherwise, induce any business which is conducted anyone in world and which is competitive with the Business conducted by the Company; or (ii) for Employee’s own account or for the account of any other person or entity (A) interfere with the Company’s relationship with any of its suppliers, customers, accounts, brokers, representatives or agents or (B) solicit or transact any business with any customer, account or supplier individual who at of the Company who date of this Agreement is, or which transacts, has transacted or proposes to transact business with the Company at any time during the Term such period shall be, an employee of this Agreement; LSAI or (iii) employ NPLI or otherwise engageother their Affiliates, or solicitany of their respective successors, entice to terminate or induce on behalf of Employee refrain from renewing or extending his or her employment with LSAI, NPLI or their Affiliates, or any other person of their respective successors, except this clause shall not apply to any such employee whose employment shall have been terminated by LSAI, NPLI or entity, their Affiliates. This covenant and agreement is included herein in order to protect the services, retention or employment of any person who has been an employee, principal, partner, stockholder, sales representative, trainee, consultant to or agent value of the Company within one year business of NPLI being acquired by LSAI pursuant to this Agreement and to assure that LSAI and NPLI shall have the full benefit of the date of such offer or solicitation. Notwithstanding any provisions in this Section 7, (1) this Section 7 shall not prohibit Employee from purchasing or owning up to five percent (5%) of the outstanding capital stock of a company which has a class of securities registered under Section 12 of the Securities Act of 1934, as amended and (2) to the extent not inconsistent with Employee’s obligations under this Agreement, Employee may engage in charitable or civic activities and make passive investments which are non-competitive and non-conflicting with the Company’s Businessvalue thereof.

Non-Competition. The Employee agrees that, for a period of twelve (a12) During --------------- months following the Term date of termination of this Agreement (other than a termination that results solely from the expiration of the initial or extended normal term of this Agreement contemplated by Sections 1.02 and one (1) year thereafter (except 1.06 hereof), he will not directly or indirectly own, manage, operate, control or participate in the event that Employee’s employment hereunder is terminated without “cause”) (the "Restricted Period")ownership, Employee shall notmanagement, without the written consent of the Companyoperation or control of, directly or indirectly, (i) become associated with, render services to, invest in, represent, advise or otherwise participate in be connected as an officer, employee, director, stockholder, partner, memberdirector or otherwise with, promoteror have any financial interest in, agent or aid or assist anyone else in the conduct of, consultant for or otherwisesolicit any employees of the Company on behalf of, any entity or business which is conducted anyone in world and which is competitive competes directly with the Business footwear or retail businesses conducted by the Company or by any group, division or subsidiary of the Company, in any area where such business is being conducted or is proposed to be conducted at such date of termination; provided, however, that this provision shall not apply if this Agreement is terminated as provided in the parenthetical phrase set forth above in this sentence. It is understood and agreed that, for the purposes of the foregoing provisions of this Section 5.07, (i) no business shall be deemed to be a business conducted by the Company; , or (ii) for Employee’s own account any group, division or for the account subsidiary of any other person or entity (A) interfere with the Company’s relationship with any of its suppliers, customers, accounts, brokers, representatives or agents or (B) solicit or transact any business with any customer, account or supplier of the Company who or which transacts, has transacted or proposes to transact business with the Company at any time during the Term of this Agreement; or (iii) employ or otherwise engage, or solicit, entice or induce on behalf of Employee or any other person or entity, the services, retention or employment of any person who has been an employee, principal, partner, stockholder, sales representative, trainee, consultant to or agent of the Company within one year of the date of such offer or solicitation. Notwithstanding any provisions in this Section 7, (1) this Section 7 shall unless not prohibit Employee from purchasing or owning up to less than five percent (5%) of the outstanding capital Company's consolidated gross sales or operating revenues is derived from, or not less than five percent (5%) of the Company's consolidated assets is devoted to, such business; and (ii) no business conducted by any entity by which the Employee is employed or in which he is interested or with which he is connected or associated shall be deemed competitive with any business conducted by the Company unless it is one from which five percent (5%) or more of its consolidated gross sales or operating revenues is derived, or to which five percent (5%) or more of its consolidated assets is devoted; provided, however, that if the actual gross sales or operating revenues or assets of such entity derived from or devoted to such business is equal to or in excess of ten percent (10%) of the most nearly comparable figure for the Company, such business of such entity shall be deemed, to be competitive with a business of the Company. Furthermore, ownership of five percent (5%) or less of the voting stock of any publicly held corporation shall not constitute a company which has a class violation of securities registered under this Section 12 of the Securities Act of 1934, as amended and (2) to the extent not inconsistent with Employee’s obligations under this Agreement, Employee may engage in charitable or civic activities and make passive investments which are non-competitive and non-conflicting with the Company’s Business5.07.

Non-Competition. (a) During From and after the Term of this Agreement and one (1) year thereafter (except in date hereof, the event that Employee’s employment hereunder is terminated without “cause”) (the "Restricted Period"), Employee shall Executive will not, without except pursuant to the written consent of the Companyterms hereof, directly or indirectly, own, manage, operate, join, finance control or participate in the ownership, management, operation or control of, or be employed or be otherwise connected in any manner with, any business under a name similar to the name of any of the Companies or any direct or indirect subsidiary thereof. Prior to the termination of the Executive's employment hereunder and for a period after any such termination or expiration of this Agreement equal to the greater of (i) become associated withtwelve (12) months and (ii) the balance of the then existing Employment Period (as if this Agreement were not terminated), render services to, invest in, represent, advise or otherwise participate in the Executive will not (except as an officer, director, employee, directoragent or consultant of the Companies) directly or indirectly, stockholderown, partnermanage, memberoperate, promoterjoin, or have a financial interest in, control or participate in the ownership, management, operation or control of, or be employed as an employee, agent ofor consultant, consultant for or otherwisein any other individual or representative capacity whatsoever, or use or permit his name to be used in connection with, or be otherwise connected in any manner with (i) any business or enterprise engaged (wherever located) in the design, development, manufacture, distribution or sale of any products, or the provision of any services, which the Companies or their direct or indirect subsidiaries were designing, developing, manufacturing, distributing, selling or providing at any time up to and including the date of termination of this Agreement or (ii) any business which is conducted anyone in world and which is similar to or competitive with the Business conducted business carried on or planned by the Company; Companies or (ii) for Employee’s own account their direct or for the account of any other person or entity (A) interfere with the Company’s relationship with any of its suppliers, customers, accounts, brokers, representatives or agents or (B) solicit or transact any business with any customer, account or supplier of the Company who or which transacts, has transacted or proposes to transact business with the Company indirect subsidiaries at any time during the Term of this Agreement; or (iii) employ or otherwise engage, or solicit, entice or induce on behalf of Employee or any other person or entity, the services, retention or employment of any person who has been an employee, principal, partner, stockholder, sales representative, trainee, consultant to or agent period of the Company within one year Executive's employment by the Companies, whether during or prior to the Employment Period, unless the Executive shall have obtained the prior written consent of the date Boards of such offer or solicitation. Notwithstanding any provisions in this Section 7Directors of the Companies, (1) this Section 7 provided that the foregoing restriction shall not be construed to prohibit Employee from purchasing or owning up to five the ownership by the Executive of not more than two percent (52%) of any class of securities of any corporation which is engaged in any of the outstanding capital stock of a company which has foregoing businesses, having a class of securities registered under Section 12 of pursuant to the Securities Exchange Act of 1934, which securities are publicly owned and regularly traded on any national exchange or in the over-the-counter market, provided further, that such ownership represents a passive investment and that neither the Executive nor any group of persons including the Executive in any way, either directly or indirectly, manages or exercises control of any such corporation, guarantees any of its financial obligations, otherwise takes part in its business other than exercising his rights as amended and (2) a shareholder, or seeks to do any of the extent not inconsistent with Employee’s obligations under this Agreement, Employee may engage in charitable or civic activities and make passive investments which are non-competitive and non-conflicting with the Company’s Businessforegoing.

Non-Competition. (a) During Until the Term of this Agreement and one (1) year thereafter (except in the event that Employee’s employment hereunder is terminated without “cause”) (the "Restricted Period"), Employee shall not, without the written consent third anniversary of the CompanyClosing Date, neither Tolkoff nor the Tolkoff Partnership or their respective Affiliates shall, anywhere in North America or Europe, directly or indirectly, alone or in association with any other Person, firm, corporation or other business organization, unless consented to in writing by MedSource, (iA) become associated withacquire or own in any manner, render services any interest in any Person that is engaged in the business of the Company as it was conducted immediately prior to the Closing Date or competes in any way with the business of the Company as it was conducted immediately prior to the Closing Date, (B) engage in the business of the Company as it was conducted immediately prior to the Closing Date or compete in any way with the business of the Company as it was conducted immediately prior to the Closing Date, (C) be employed in any capacity by, serve as an employee of, or consultant or advisor to, invest in, represent, advise or otherwise participate in as an officer, employee, director, stockholder, partner, member, promoter, agent the management or operation of, consultant for or otherwise, any Person that is engaged in the business which is conducted anyone in world and which is competitive with the Business conducted by the Company; or (ii) for Employee’s own account or for the account of any other person or entity (A) interfere with the Company’s relationship with any of its suppliers, customers, accounts, brokers, representatives or agents or (B) solicit or transact any business with any customer, account or supplier of the Company who as it was conducted immediately prior to the Closing Date or which transacts, has transacted or proposes to transact business competes with the Company at any time during the Term of this Agreement; or (iii) employ or otherwise engage, or solicit, entice or induce on behalf of Employee or any other person or entity, the services, retention or employment of any person who has been an employee, principal, partner, stockholder, sales representative, trainee, consultant to or agent business of the Company within one year of as it was conducted immediately prior to the date of such offer or solicitation. Notwithstanding Closing Date in any provisions in this Section 7way; provided, however, that notwithstanding the foregoing, (1i) this Section 7 shall Tolkoff, the Tolkoff Partnership and their Affiliates (collectively and not prohibit Employee from purchasing or owning individually) may own up to five percent (5%) of the outstanding capital stock voting securities of any publicly-traded company; (ii) Tolkoff's ownership of certain membership interests in, manager participation in and employment by Seedling shall not be deemed a company which has a class violation of securities registered under this Section 12 of the Securities Act of 1934, as amended 7.4(a); and (2iii) Tolkoff may continue to serve on the extent not inconsistent with Employee’s obligations under board of directors of (or, if a limited liability company, in a manager or member role similar to that exercised by a board of directors) or act as an advisor to those entities listed on Schedule 7.3, and neither Seedling nor those entities listed ------------ on Schedule 7.3 hereof shall be subject to this Agreement, Employee may engage in charitable or civic activities and make passive investments which are non-competitive and non-conflicting with the Company’s BusinessSection 7.4(a) as a result of ------------ Tolkoff's service.

Non-Competition. (a) During The Executive agrees and acknowledges that, in connection with his employment with the Term Company, he will be provided with access to and become familiar with confidential and proprietary information and trade secrets belonging to the Company. The Executive further acknowledges and agrees that, given the nature of this Agreement information and trade secrets, it is likely that such information and trade secrets would inevitably be used or revealed, either directly or indirectly, in any subsequent employment with a competitor of the Company in any position comparable to the position he holds with the Company under this Agreement. In consideration of his employment with the Company pursuant to this Agreement, and other good and valuable consideration, the receipt of which is hereby acknowledged, the Executive agrees that, while he is in the employ of the Company and for a one (1) year thereafter (except in period after the event that Employee’s effective date of termination of his employment hereunder is terminated without “cause”) (the "Restricted Period")for any reason, Employee he shall not, without the written consent either on his own behalf or on behalf of the Companyany third party, directly or indirectly, (i) become associated withown, render services tomanage, invest inoperate, representjoin, advise control, finance or otherwise participate in the ownership, management, operation, control, or financing of, or be connected as an a proprietor, partner, stockholder, officer, employee, director, stockholderprincipal, partneragent, memberrepresentative, promoterjoint venturer, agent ofinvestor, lender, consultant for or otherwiseotherwise with, or use or permit his name to be used in connection with, any business which is conducted anyone or enterprise engaged directly or indirectly in world and which is competitive with the Business conducted by the Company; or (ii) for Employee’s own account or for the account of any other person or entity (A) interfere with the Company’s relationship competition with any of its suppliers, customers, accounts, brokers, representatives business conducted or agents or (B) solicit or transact any business with any customer, account or supplier of the Company who or which transacts, has transacted or proposes to transact business with contemplated by the Company at any time during the Term of this Agreement; or twelve (iii12) employ or otherwise engage, or solicit, entice or induce on behalf of Employee or month period leading up to the termination and any other person business engaged in or entitycontemplated by the Company that the Executive is or has been directly involved with or has business plans to enter during the twelve (12) month period leading up to the termination of the Executive’s employment (the “Business”). It is recognized by the Executive and the Company that the Business is and is expected to continue to be conducted throughout the United States and internationally, the services, retention or employment and that more narrow geographical limitations of any person who has been an employee, principal, partner, stockholder, sales representative, trainee, consultant nature on this non-competition covenant (and the non-solicitation provisions set forth in Section 8 below) are therefore not appropriate. The foregoing restriction shall not be construed to or agent prohibit the ownership by the Executive as a passive investment of not more than two percent (2%) percent of any class of securities of any corporation which is engaged in any of the Company within one year of the date of such offer or solicitation. Notwithstanding any provisions in this Section 7, (1) this Section 7 shall not prohibit Employee from purchasing or owning up to five percent (5%) of the outstanding capital stock of a company which has foregoing businesses having a class of securities registered under Section 12 of pursuant to the Securities Exchange Act of 1934, as amended and (2) to the extent not inconsistent with Employee’s obligations under this Agreement, Employee may engage in charitable or civic activities and make passive investments which are non-competitive and non-conflicting with the Company’s Businessamended.

Non-Competition. (ai) During In order to induce LSAI and LSI to enter into this Agreement and the Term Employment Agreement attached hereto as EXHIBIT A, HLI and Xxxxxxxx covenants and agrees that, for a period of three (3) years from Closing, each of HLI and Xxxxxxxx shall not, and HLI shall not permit any of its officers and directors, (A) to engage in any business similar to, or in any way competitive with, that carried on by LSAI or LSI as constituted on the date of this Agreement and one within any county in any state in which HLI is engaged in any such similar or competitive business (1"Competitive Business") year thereafter (except pursuant to agreements with LSAI and LSI), (B) to acquire any legal or beneficial interest in, or otherwise participate in the event that Employee’s employment hereunder ownership of any person, firm, corporation, partnership or other entity or association which is terminated without “cause”or becomes engaged in a Competitive Business, except ownership of less than one percent of a publicly traded company shall be permissible, (C) (to directly or indirectly solicit, canvass or otherwise contact or accept any business or transaction from any present or former customer of HLI, or take any action which shall cause the "Restricted Period"), Employee shall not, without the written consent termination or curtailment of the Companybusiness relationship between HLI or LSAI or LSI and/or its successor or successors and any of their present, future or former customers, including without limitation those customers constituting in whole or in part the HLI Assets relating to a Competitive Business, and (D) to directly or indirectly, (i) become associated withwithout the prior written consent of LSAI and LSI, render services tosolicit, invest inentice, representraid, advise persuade or otherwise participate in as an officer, employee, director, stockholder, partner, member, promoter, agent of, consultant for or otherwise, induce any business which is conducted anyone in world and which is competitive with the Business conducted by the Company; or (ii) for Employee’s own account or for the account of any other person or entity (A) interfere with the Company’s relationship with any of its suppliers, customers, accounts, brokers, representatives or agents or (B) solicit or transact any business with any customer, account or supplier individual who at of the Company who date of this Agreement is, or which transacts, has transacted or proposes to transact business with the Company at any time during the Term such period shall be, an employee of this Agreement; LSAI, LSI or (iii) employ or otherwise engageits subsidiary, or solicitany of its respective successors, entice to terminate or induce on behalf of Employee refrain from renewing or extending his or her employment with LSAI or LSI or its subsidiary, or any other person of its respective successors, except this clause shall not apply to any such employee whose employment shall have been terminated by LSAI, LSI or entity, its subsidiary. This covenant and agreement is included herein in order to protect the services, retention or employment of any person who has been an employee, principal, partner, stockholder, sales representative, trainee, consultant to or agent value of the Company within one year HLI Assets being acquired by LSAI and LSI pursuant to this Agreement and to assure that LSAI and LSI shall have the full benefit of the date of such offer or solicitation. Notwithstanding any provisions in this Section 7, (1) this Section 7 shall not prohibit Employee from purchasing or owning up to five percent (5%) value of the outstanding capital stock of a company which has a class of securities registered under Section 12 of the Securities Act of 1934, as amended and (2) to the extent not inconsistent with Employee’s obligations under this Agreement, Employee may engage in charitable or civic activities and make passive investments which are non-competitive and non-conflicting with the Company’s BusinessHLI Assets.

Non-Competition. (a) During Because of Company’s legitimate business interest to protect these vital interests of the Term Company and the good and valuable consideration offered to Employee, Employee agrees that from the date of this Agreement and one through (1A) year thereafter (except in the event that six month anniversary of the date on which her employment is terminated by the Company if terminated pursuant to Section 5.2(a)(i) or Section 5.2(a)(iii) of Employee’s employment hereunder is terminated without “cause”agreement or (B) (the "Restricted Period")first anniversary of the date on which her employment with the Company terminates for any reason other than pursuant to Section 5.2(a)(i) or Section 5.2(a)(iii) of Employee’s employment agreement, Employee she shall not, without the written consent of the Company, directly or indirectly, : (i) become associated withemployed by or affiliated with any corporation, render services to, invest in, represent, advise partnership or otherwise participate other entity in as an officer, employee, director, stockholder, partner, member, promoter, agent of, consultant for a division or otherwise, any business which is conducted anyone in world and line which is competitive with the Business conducted by the Company; or (ii) for Employee’s own account or for the account of any other person or entity (A) interfere with the Company’s relationship with any of its suppliers, customers, accounts, brokers, representatives or agents or (B) solicit or transact any business with any customer, account or supplier of the Company who or which transacts, has transacted or proposes to transact business with the Company at any time during the Term of this Agreement; or (iiias defined below) employ or otherwise engage, or solicit, entice or induce on behalf of (except that Employee or any other person or entity, the services, retention or employment of any person who has been an employee, principal, partner, stockholder, sales representative, trainee, consultant to or agent of the Company within one year of the date of such offer or solicitation. Notwithstanding any provisions in this Section 7, (1) this Section 7 shall not prohibit Employee from purchasing or owning may purchase up to five percent (5%) of the outstanding capital stock of a company which that has common stock quoted on a class national stock exchange or the over-the-counter market, so long as Employee has no active participation in the business of securities registered under Section 12 such company); (ii) solicit sales of, or sell, deliver or provide, any product or service of the Securities Act kind and character sold, delivered or provided by the Company; (iii) solicit, attempt to solicit, or seek to divert from the Company the business or patronage of 1934any Company customer, as amended and vendor or partner, or actively sought prospective customer, vendor, or partner, with whom Employee had contact on behalf of the Company, or confidential information regarding, in the 24-month period immediately preceding Employee’s separation from the Company; or (2iv) induce, suggest, assist in, influence the engagement, or hire, by any competitor of the Company, of any employee of the Company, or otherwise cause or encourage any person, corporation, partnership or other entity having an employment or independent contractor relationship with the Company to sever such relationship with the extent not inconsistent with Company. Employee’s obligations and covenants under this AgreementSection 2 shall be limited to the United States. For the purposes of this Section 2, the Business of the Company shall mean the research, Employee may engage Initials LSP Date 6/24/17 design, development, manufacture, commercialization, and/or selling of regenerative medicine and biosurgery products for wound care, orthopedics, and sports medicine including, but not limited to, products for the repair, replacement or regeneration of human tissues and/or the induction of or direct use of human cells and their progeny, including without limitation the research, development and commercialization of cellular transplants and cell-matrix products utilizing human cells and their progeny. For the avoidance of doubt, nothing in charitable or civic activities and make passive investments which are non-competitive and non-conflicting this Section 2 shall restrict Employee from securing a role as a commercial executive with a pharmaceutical company that does not directly compete with the Company following the termination of Employee’s employment with the Company’s Business. If any restriction set forth in this Section 2 is found by any court of competent jurisdiction to be unenforceable because it extends for too long a period of time or over too great a range of activities or in too broad a geographic area, it shall be interpreted to extend only over the maximum period of time, range of activities or geographic area as to which it may be enforceable.

Non-Competition. The Executive hereby agrees that, during the Term and for a period of eighteen (18) months following the termination of his employment under this Agreement, he will not, directly or indirectly and in any way, (a) During own, manage, operate, control, be employed by, participate in, or be connected in any manner with the Term ownership, management, operation or control of this Agreement and one (1) year thereafter (except in any business competing with the event that Employee’s employment hereunder is terminated without “cause”) (the "Restricted Period"), Employee shall not, without the written consent business of the Company, directly (b) interfere with, solicit on behalf of another or indirectly, attempt to entice away from the Company (or any affiliate or subsidiary of the Company) (i) become associated withany project, render services tofinancing or customer that the Company (or any affiliate or subsidiary of the Company) has under contract (including unfulfilled purchase orders), invest in, represent, advise or otherwise participate in as an officer, employee, director, stockholder, partner, member, promoter, agent of, consultant for any letter of supply or otherwise, any business which is conducted anyone in world and which is competitive with the Business conducted other supplier contract or arrangement entered into by the Company (or any affiliate or subsidiary of the Company; ), and all extensions, renewals and resolicitations of such contracts or arrangements, (ii) for Employee’s own account any contract, agreement or for arrangement that the account Company (or any affiliate or subsidiary of the Company) is actively negotiating with any other person or entity (A) interfere with the Company’s relationship with any of its suppliersparty, customers, accounts, brokers, representatives or agents or (B) solicit or transact any business with any customer, account or supplier of the Company who or which transacts, has transacted or proposes to transact business with the Company at any time during the Term of this Agreement; or (iii) employ any prospective business opportunity that the Company (or otherwise engageany affiliate or subsidiary of the Company) has identified, or solicit(c) for himself or another, entice hire, attempt to hire, or induce on behalf assist in or facilitate in any way the hiring of Employee any employee of the Company (or any affiliate or subsidiary of the Company), or any employee of any person, firm or other person or entity, the services, retention employees of which the Company (or employment of any person who has been an employee, principal, partner, stockholder, sales representative, trainee, consultant to affiliate or agent subsidiary of the Company within one year Company) has agreed not to hire or endeavor to hire. The effective time of the date of such offer or solicitation. Notwithstanding any provisions in limitations imposed by this Section 7, (1) 13 shall be extended for the period of time equal to any period of time during which the Executive acts in circumstances that court of competent jurisdiction finds to have violated the terms of this Section 7 shall not prohibit Employee from purchasing or owning up to five percent (5%) 13. Because of the outstanding capital stock of a company which has a class of securities registered under Section 12 Executive's knowledge of the Securities Act Company's business, in the event of 1934the Executive's actual or threatened breach of the provisions of this Section 13, as amended the Company shall be entitled to, and (2) to the extent not inconsistent with Employee’s obligations under this AgreementExecutive hereby consents to, Employee may engage in charitable or civic activities and make passive investments which are non-competitive and non-conflicting with an injunction restraining the Company’s Business.Executive

Non-Competition. Without the consent in writing of the Board, upon the Executive's Date of Termination for any reason, Executive will not, for a period of two years thereafter, acting alone or in conjunction with others, directly or indirectly (ai) During the Term of this Agreement and one engage (1either as owner, investor, partner, stockholder, employer, employee, consultant, advisor or director (other than as below)) year thereafter (except in any business in the event that Employee’s employment hereunder continental United States which is terminated without “cause”) (a material business conducted by the "Restricted Period"), Employee shall not, without Company or any of its subsidiaries on the written consent date of the Companyconsummation of a Change of Control in which he has been directly engaged, or has supervised as an executive, on the date of the consummation of a Change of Control and which is directly in competition with a material business then conducted by the Company or any of its subsidiaries on the date of the consummation of a Change of Control; (ii) induce any customers of the Company or any of its subsidiaries with whom Executive has had contacts or relationships, directly or indirectly, (i) become associated with, render services to, invest in, represent, advise or otherwise participate in as an officer, employee, director, stockholder, partner, member, promoter, agent of, consultant for or otherwise, any business which is conducted anyone in world during and which is competitive within the scope of his employment with the Business conducted by the Company; Company or (ii) for Employee’s own account or for the account of any other person or entity (A) interfere with the Company’s relationship with any of its supplierssubsidiaries, customers, accounts, brokers, representatives to curtail or agents or (B) solicit or transact any cancel their business with such companies or any customer, account or supplier of the Company who or which transacts, has transacted or proposes to transact business with the Company at any time during the Term of this Agreementthem; or (iii) employ or otherwise engageinduce, or solicitattempt to influence, entice or induce on behalf any employee of Employee the Company or any of its subsidiaries to terminate employment. The provisions of subparagraphs (i), (ii), and (iii) above are separate and distinct commitments independent of each of the other person or entity, subparagraphs. It is agreed that the services, retention or employment ownership of not more than one percent of the equity securities of any person who has been company having securities listed on an exchange or regularly traded in the over-the-counter market shall not, of itself, be deemed inconsistent with clause (i) of this paragraph (a), neither shall service (whether as an employee, principalofficer, partnerdirector or consultant) with respect to Commercial Intertech Corp., stockholdernor shall service as a member of a board of directors on which Executive is serving on the Date of Termination (including any successor board thereto) be deemed, sales representativeof itself, trainee, consultant to or agent be inconsistent with clause (i) of this paragraph (a). The Executive and the Company agree that the value to be assigned to the obligations of the Company within one year Executive under this paragraph (a) is $ * __________. Violation of the date of such offer Section 11(a) or solicitation. Notwithstanding any provisions in this Section 7, (1b) this Section 7 shall not prohibit Employee from purchasing require Executive to return any payment or owning up benefit previously distributed to five percent (5%) of the outstanding capital stock of a company which has a class of securities registered under Section 12 of the Securities Act of 1934, as amended and (2) to the extent not inconsistent with Employee’s obligations under this Agreement, Employee may engage in charitable or civic activities and make passive investments which are non-competitive and non-conflicting with the Company’s BusinessExecutive.

Non-Competition. (a) During In consideration of the Term benefits of this Agreement to Allbritton and one (1) year thereafter (except in as a materiax xxxxxxxxnt to IBC to enter into this Agreement and pay the event that Employee’s employment hereunder is terminated without “cause”) (Merger Consideration, Allbritton hereby covenants xxx xxxxxs that, commencing at the "Restricted Period")Effective Time and ending on the third anniversary of the Effective Time, Employee he shall not, without the written consent of the Companyand Allbritton will cause his Axxxxxxxxx and representatives not to, directly or indirectly, (i) become associated with, render services to, invest in, represent, advise or otherwise participate in as an officer, employee, director, stockholder, partner, member, promoter, agent of, consultant for or otherwise, any business which is conducted anyone in world and which is competitive with the Business conducted by the Company; or (ii) for Employee’s own account or for the account of any other person or entity (A) interfere with the Company’s relationship with any of its suppliers, customers, accounts, brokers, representatives or agents or (B) solicit or transact any business with any customer, account or supplier of the Company who or which transacts, has transacted or proposes to transact business with the Company at any time during the Term of this Agreement; or (iii) employ or otherwise engage, or solicit, entice or induce on behalf of Employee or any other person or entity, the services, retention or employment of any person who has been an employee, principalproprietor, partner, stockholder, sales representativedirector, traineeexecutive, consultant to officer, employee, consultant, joint venturer, investor or agent in any other capacity, engage in, or own, manage, operate or control, or participate in the ownership, management, operation or control, of any entity which engages, directly or indirectly, in the business of banking (including, without limitation, the solicitation of deposits) within the territory circumscribed by a fifty-mile radius of any banking premise of the Company within one year of Bank in existence immediately prior to the date of such offer or solicitation. Notwithstanding any provisions in this Section 7Effective Time; provided, (1) this Section 7 however, the foregoing shall not prohibit Employee either Shareholder from purchasing and holding as an investment not more than 1% of any class of publicly traded securities of any entity which conducts the business of banking, so long as such Shareholder does not participate in any way in the management, operation or owning up to five percent (5%) control of such entity; and provided further, however, that the provisions of this sentence shall not restrict Riggs National Corporation, x Xxlaware corporation, or any of its subsidiaries, including Riggs Bank, N.A., a nationax xxxking association, from engaging in any business in any location. Furthermore, from and after the Effective Time, neither of the outstanding capital stock Shareholders nor any of a company which has a class of securities registered under Section 12 their respective Affiliates or representatives shall use any proprietary customer list, other similar records of the Securities Act holders of 1934accounts that constitute deposits of the Bank or any other proprietary lists, as amended records, information or documents of the Bank or University for any purposes, including, without limitation, to solicit deposits, loans, or other products or services, all of such lists, records, information and (2) documents to remain the extent not inconsistent with Employee’s obligations under this Agreement, Employee may engage in charitable or civic activities and make passive investments which are non-competitive and non-conflicting with property of the Company’s BusinessSurviving Corporation.

Non-Competition. (a) During Xxxx agrees that he will not: (i) during the Term period he is employed under this Agreement, engage in, or otherwise directly or indirectly be employed by, or act as a consultant to, or be a director, officer, employee, owner, member or partner of, any other business or organization that is or shall then be competing with the Company, (ii) during the period he is receiving payments under Section 9 of this Agreement Agreement, engage in, or otherwise directly or indirectly be employed by, or act as a consultant to, or be a director, officer, employee, owner, member or partner of, any other business or organization that is or shall then be competing with the Company, and (iii) for a period of one (1) year thereafter (except in after he ceases to be employed by the event that Employee’s employment hereunder is terminated without “cause”) (the "Restricted Period"), Employee shall not, without the written consent of the CompanyCompany under this Agreement, directly or indirectly, (i) become associated withcompete with or be engaged in the same business as the Company, render services or be employed by, or act as consultant to, invest inor be a director, represent, advise or otherwise participate in as an officer, employee, directorowner, stockholder, partner, member, promoter, agent member or partner of, consultant for or otherwise, any business which or organization which, at the time of such cessation, competes with or is conducted anyone engaged in world and which is competitive with the Business conducted by same business as the Company, except that in each case the provisions of this Section 6 will not be deemed breached merely (i) because Xxxx owns not more than five percent (5.0%) of the outstanding common stock of a corporation, if, at the time of its acquisition by Xxxx, such stock is listed on a national securities exchange, is reported on NASDAQ, or is regularly traded in the over-the-counter market by a member of a national securities exchange; or (ii) for Employee’s own account or for the account of Xxxx is a passive investor in any other person or entity (A) interfere with the Company’s relationship with any of its suppliers, customers, accounts, brokers, representatives or agents or (B) solicit or transact any business with any customer, account or supplier of the Company who or fund in which transacts, he has transacted or proposes to transact business with the Company at any time during the Term of this Agreementno investment discretion; or (iii) employ Xxxx is a senior executive at a company whose business lines include a competing business, provided that Xxxx has broad management responsibilities of a senior executive at such a company for the overall business operations and is not employed solely or otherwise engageprimarily in connection with the portion of such company that operates the competing business lines, and further provided that such competing business lines do not constitute more than 20% of the revenues of such company. For example, Xxxx would not breach this covenant not to compete by virtue of his being employed as a senior executive at a company such as SONY Corporation or Philips Corporation, or solicitany affiliate or either, entice or induce on behalf of Employee or any other person or entity, the services, retention or employment of any person who has been an employee, principal, partner, stockholder, sales representative, trainee, consultant to or agent whose business and operations include competing business lines that generate revenues less than 20% of the Company within one year revenues of the date business entity or division or his employer, provided that he exercises broad management responsibilities over aspects of all such offer or solicitation. Notwithstanding any provisions in this Section 7, (1) this Section 7 shall not prohibit Employee from purchasing or owning up to five percent (5%) businesses and operations of his employer and other executives have primary responsibility for the management of the outstanding capital stock of a company which has a class of securities registered under Section 12 of the Securities Act of 1934, as amended and (2) to the extent not inconsistent with Employee’s obligations under this Agreement, Employee may engage in charitable or civic activities and make passive investments which are non-competitive and non-conflicting with the Company’s Businesscompeting business lines.

Non-Competition. (a) During Until the Term earlier to occur of this Agreement (w) the date BHGE, together with its Affiliates, no longer beneficially owns at least 20% of the outstanding Company Shares, (x) a merger or consolidation of the Company with any other Person (other than a merger or consolidation in which the Shareholders own a majority by voting power of the outstanding equity interests of the surviving or acquiring company), (y) a sale, lease, transfer, exclusive license or other disposition of all or substantially all of the assets of the Company and one (1z) year thereafter the delivery by BHGE of a notice described in Section 6.1(f), except (except i) with respect to their ownership of Equity Securities in the event that Employee’s employment hereunder is terminated without “cause”Company and its Subsidiaries and (ii) (as permitted by this Section 6.1, neither the "Restricted Period"), Employee Shareholders nor their respective Affiliates shall not, without the written consent of the Companyengage, directly or indirectly, (i) become associated withas a stockholder, render services toinvestor, invest inmanager, representoperator, advise or otherwise participate in as an officer, employee, director, stockholdermember, partner, by contract or otherwise in any Company Principal Business anywhere in the United States of America or Canada. For the avoidance of doubt, the Shareholders and their respective Affiliates are permitted to engage, directly or indirectly, as a stockholder, investor, manager, operator, member, promoterpartner, agent ofby contract or otherwise in the pressure pumping business in the Gulf of Mexico or any other geographic location besides on shore (or on land) in the United States of America and Canada. This Section 6.1 shall cease to be applicable to any Person upon the date such Person and such Person’s Affiliates are no longer Shareholders. Each Shareholder shall be responsible for any breach of this Section 6.1 by any Affiliate of such Shareholder. For the avoidance of doubt, consultant for or otherwisesubject to the other terms and conditions of this Agreement, any business which is conducted anyone in world and which is competitive with Shareholder or its Affiliates may provide products or services to the Business conducted by the Company; Company or (ii) for Employee’s own account or for the account of any other person or entity (A) interfere with the Company’s relationship with any of its suppliersSubsidiaries. The parties hereto acknowledge and agree that for purposes of this Article VI, customersany “Affiliate” of (x) GS shall be deemed to include only West Street Energy Partner Funds (“WSEP”) and no other Affiliates of WSEP, accountsincluding any GS Entities, brokers(y) CSL shall be deemed to include only CSL Capital Management, representatives or agents or LLC and its controlled Affiliates and no other Affiliates of CSL Capital Management, LLC and (Bz) solicit or transact BHGE shall be deemed not to include any business with any customer, account or supplier member of the Company who or which transacts, has transacted or proposes to transact business with the Company at any time during the Term of this Agreement; or (iii) employ or otherwise engage, or solicit, entice or induce on behalf of Employee or any other person or entity, the services, retention or employment of any person who has been an employee, principal, partner, stockholder, sales representative, trainee, consultant to or agent of the Company within one year of the date of such offer or solicitation. Notwithstanding any provisions in this Section 7, (1) this Section 7 shall not prohibit Employee from purchasing or owning up to five percent (5%) of the outstanding capital stock of a company which has a class of securities registered under Section 12 of the Securities Act of 1934, as amended and (2) to the extent not inconsistent with Employee’s obligations under this Agreement, Employee may engage in charitable or civic activities and make passive investments which are non-competitive and non-conflicting with the Company’s BusinessGE Group.

Non-Competition. (a) During From the Term date hereof through a period of this Agreement and one (1) year thereafter from the date of the expiration or termination of this Agreement, or a period of one (except 1) year following the date of termination or dissolution of the Company, or the date when Lone Star or Welspun cease to have an Interest in the event that Employee’s employment hereunder Company, whichever is terminated without “cause”) longer (the "Restricted “Non-Competition Period"”), Employee Welspun shall not, without the written consent of the Companyand shall cause its Affiliates not to, directly or indirectly, (i) become associated own, manage, engage in, operate, control, work for, consult with, render services tofor, invest inmaintain any interest in (proprietary, represent, advise financial or otherwise otherwise) or participate in as an officerthe ownership, employeemanagement, director, stockholder, partner, member, promoter, agent operation or control of, consultant for any business, whether in corporate, proprietorship or partnership form or otherwise, any business which is conducted anyone engaged in world and which is competitive with a Competing Business in North America; provided, however, that the Business conducted by the Company; or (ii) for Employee’s own account or for the account of any other person or entity (A) interfere with the Company’s relationship with any of its suppliers, customers, accounts, brokers, representatives or agents or (B) solicit or transact any business with any customer, account or supplier of the Company who or which transacts, has transacted or proposes to transact business with the Company at any time during the Term of this Agreement; or (iii) employ or otherwise engage, or solicit, entice or induce on behalf of Employee or any other person or entity, the services, retention or employment of any person who has been an employee, principal, partner, stockholder, sales representative, trainee, consultant to or agent of the Company within one year of the date of such offer or solicitation. Notwithstanding any provisions restrictions contained in this Section 7, (111.2(a) this Section 7 shall not prohibit Employee from purchasing restrict (i) the acquisition by Welspun, directly or owning up to five percent (5%) indirectly, of less than 2% of the outstanding capital stock of any publicly traded company engaged in a company which has Competing Business, (ii) Welspun from acting as a class sales agent for a Third Party or (iii) Welspun from selling the types of securities registered under Section 12 products currently manufactured at any manufacturing facility owned or leased by Welspun or its Affiliates on the date hereof. Notwithstanding anything to the contrary, if any third party not currently an Affiliate of Welspun as of the Securities Act date hereof during the Non-Competition Period (i) acquires fifty percent (50%) or more of 1934the voting securities of Welspun or an Affiliate, as amended including by way of merger or any other business combination with Welspun or an Affiliate, (ii) acquires all or substantially all assets of Welspun or an Affiliate, or (iii) otherwise acquires the right to appoint a majority of the board seats of Welspun or an Affiliate, then nothing in this Section 11.2(a) shall be a limitation on any activities of such acquiring party or any entity directly or indirectly controlling, controlled by or under common control with such acquiring party (other than Welspun or any of its respective Affiliates which are acquired and (2) are subject to the extent not inconsistent with Employee’s obligations under provisions of this AgreementSection 11.2(a) at the time of such acquisition, Employee may engage in charitable or civic activities and make passive investments which are non-competitive and non-conflicting with the Company’s Businessshall remain subject to this Section 11.2(a) after such acquisition).

Non-Competition. (a) During any period in which the Term Executive serves as an employee of this Agreement CompBenefits and for the greater of (i) the period Executive continues to receive Severance Pay, or (ii) a period of one (1) year thereafter (except in after the event that Employee’s date of termination of the Executive's employment hereunder is terminated without “cause”) (at any time, regardless of the "Restricted Period")circumstances thereof, Employee the Executive shall not, without the express written consent of the CompanyCompBenefits, directly or indirectly, (i) become associated withengage, render services toparticipate, invest in, representbe employed by or assist, advise or otherwise participate in whether as an owner, part-owner, shareholder, partner, director, officer, trustee, employee, directoragent or consultant, stockholderor in any other capacity, partnerany Person other than CompBenefits and its Affiliates whose activities, memberproducts, promoterand/or services are in the Designated Industry. Without limiting the foregoing, agent of, consultant the foregoing covenant shall prohibit the Executive during the period set forth above from (i) hiring or attempting to hire for or otherwiseon behalf of any Person in the Designated Industry any officer or Employee of CompBenefits or any of its Affiliates, any business which is conducted anyone in world and which is competitive with the Business conducted by the Company; or (ii) encouraging for Employee’s own account or for the account on behalf of any other person such Person in the Designated Industry any officer or entity (A) interfere Employee to terminate her or her relationship or employment with the Company’s relationship with CompBenefits or any of its suppliersAffiliates, customers, accounts, brokers, representatives or agents or (B) solicit or transact any business with any customer, account or supplier of the Company who or which transacts, has transacted or proposes to transact business with the Company at any time during the Term of this Agreement; or (iii) employ soliciting for or otherwise engage, or solicit, entice or induce on behalf of Employee any such Person in the Designated Industry any customer of CompBenefits or any other person of its Affiliates and (iv) diverting to any such Person in the Designated Industry any customer of CompBenefits or entityany of its Affiliates; provided, however, that nothing herein shall be construed as preventing the services, retention or employment Executive from making passive investments in a Person in the Designated Industry if the securities of any person who has been an employee, principal, partner, stockholder, sales representative, trainee, consultant to or agent such Person are publicly traded and such investment constitutes less than five percent of the Company within one year outstanding shares of capital stock or comparable equity interests of such Person. As of the date of such offer or solicitation. Notwithstanding any provisions in this Section 7, (1) this Section 7 shall not prohibit Employee from purchasing or owning up to five percent (5%) of the outstanding capital stock of a company which has a class of securities registered under Section 12 of the Securities Act of 1934, as amended and (2) to the extent not inconsistent with Employee’s obligations under this Agreement, Employee may engage in charitable the Executive is not performing any other duties for, and is not a party to any similar agreement with, any Person competing with CompBenefits or civic activities and make passive investments which are non-competitive and non-conflicting with the Company’s Businessany of its affiliates.

Non-Competition. 8.1 The Employee acknowledges that the services to be rendered by her to the Company are of a special and unique character. The Employee agrees that, in consideration of her employment hereunder, the Employee will not, (a) During during the Term term of this Agreement and one so long as she is employed pursuant to this Agreement (1provided, however, that (L) year thereafter if the Employee's employment pursuant to this Agreement is terminated for due cause (except as defined in Section 6.3), or (M) if the Employee voluntarily resigns her position under this Agreement prior to the end of its term or (N) if at the end of the term of this Agreement, there is no renewal of this Agreement or (O) if the Employee's employment is terminated by the Company pursuant to Section 6.4 hereunder, then the length of this non-competition covenant shall be for an additional period of two years in the event that Employee’s employment hereunder is terminated without “cause”) case of (the "Restricted Period"L), Employee shall not(M) and (N) and three months in the case of (O) above, without from the written consent date of such termination of the CompanyEmployee's employment), directly or indirectly, (iw) become associated withengage, render services towhether as principal, invest inagent, representinvestor, advise or otherwise participate in as an officerdistributor, representative, stockholder, employee, directorconsultant, stockholder, partner, member, promoter, agent of, consultant for volunteer or otherwise, with or without pay, in any activity or business venture anywhere within a one hundred (100) mile radius of any location of the Company at which is conducted anyone in world and the Employee has provided services hereunder, which is competitive with the Business business of the Company or any other member of the Company Group of providing pharmaceutical, medical and other healthcare related teleservices businesses and related activities or any other business of the Company conducted by at the Company; location of the Company at which the Employee has provided services hereunder, (x) solicit or (ii) for entice or endeavor to solicit or entice away from any member of the Company Group any person who was or is at the time of solicitation, a director, officer, employee, agent or consultant of such member of the Company Group, on the Employee’s 's own account or for any person, firm, corporation or other organization, whether or not such person would commit any breach of such person's contract of employment by reason of leaving the account service of any other person or entity such member of the Company Group, (A) interfere with the Company’s relationship with any of its suppliers, customers, accounts, brokers, representatives or agents or (By) solicit or transact entice or endeavor to solicit or entice away any business with of the clients or customers or potential clients or customers of any customer, account or supplier member of the Company Group, either on the Employee's own account or for any other person, firm, corporation or organization, or (z) employ any person who was or which transactsis at the time of solicitation, has transacted a director, officer or proposes to transact business with employee of any member of the Company Group or any person who is or may be likely to be in possession of any confidential information or trade secrets relating to the business of any member of the Company Group, or (b) at any time during make any statement intended to impair the Term of this Agreement; or (iii) employ or otherwise engage, or solicit, entice or induce on behalf of Employee or any other person or entity, the services, retention or employment business reputation of any person who has been an employee, principal, partner, stockholder, sales representative, trainee, consultant to or agent member of the Company within one year of the date of such offer or solicitation. Notwithstanding any provisions in this Section 7, (1) this Section 7 shall not prohibit Employee from purchasing or owning up to five percent (5%) of the outstanding capital stock of a company which has a class of securities registered under Section 12 of the Securities Act of 1934, as amended and (2) to the extent not inconsistent with Employee’s obligations under this Agreement, Employee may engage in charitable or civic activities and make passive investments which are non-competitive and non-conflicting with the Company’s BusinessGroup.

Non-Competition. Each Shareholder covenants and agrees with the Purchaser that, so long as no “Default” has occurred, during the period commencing on the Closing Date and terminating on the later of: (ai) During the Term fifth (5th) year anniversary of this Agreement Agreement; and one (1ii) year thereafter three (except in 3) years after the event that Employee’s employment hereunder is terminated without “cause”) latest date such Shareholder was employed by the Company or the Purchaser or any Affiliate of the Company or the Purchaser (the "Restricted Period"“Non-compete Term”), Employee shall he or she, as the case may be, will not, without the prior written consent of the CompanyPurchaser, which may be withheld or given in its sole discretion, directly or indirectly, (i) become associated withor individually or collectively within the United States of America, render services engage in any activity or act in any manner, including but not limited to, invest in, represent, advise or otherwise participate in as an officerindividual, employeeowner, directorsole proprietor, stockholderfounder, associate, promoter, partner, memberjoint venturer, promoter, agent of, consultant for shareholder (other than as the record or otherwise, any business which is conducted anyone in world and which is competitive with the Business conducted by the Company; or (ii) for Employee’s own account or for the account beneficial owner of any other person or entity (A) interfere with the Company’s relationship with any of its suppliers, customers, accounts, brokers, representatives or agents or (B) solicit or transact any business with any customer, account or supplier of the Company who or which transacts, has transacted or proposes to transact business with the Company at any time during the Term of this Agreement; or (iii) employ or otherwise engage, or solicit, entice or induce on behalf of Employee or any other person or entity, the services, retention or employment of any person who has been an employee, principal, partner, stockholder, sales representative, trainee, consultant to or agent of the Company within one year of the date of such offer or solicitation. Notwithstanding any provisions in this Section 7, (1) this Section 7 shall not prohibit Employee from purchasing or owning up to less than five percent (5%) of the outstanding capital stock shares of a company which has publicly traded corporation), officer, director, trustee, manager, employer, employee, licensor, licensee, principal, agent, salesman, broker, representative, consultant, advisor, investor or otherwise for the purpose of establishing, operating, assisting or managing any business or entity that is engaged in activities that are competitive with the “business of the Company” and located within two hundred and fifty (250) miles of any operating location of the Company, the Purchaser or any Affiliate of the Company or the Purchaser. For the purposes hereof, the “business of the Company” shall be determined to be the business the Company, the Purchaser or any Affiliates of the Company or the Purchaser, is engaged in on the earlier of (i) the end of the Non-compete Term; or (ii) the date that the Shareholder is no longer employed by the Company or the Purchaser or any Affiliate of the Company or the Purchaser. For the purposes hereof, a class “Default” shall be deemed to have occurred in the event of securities registered Purchaser’s failure to pay when due, any payment obligation of Purchaser under Sections 1.2, 1.3 and 1.4 of this Agreement following the expiration of any applicable notice and cure period and a final, non-appealable determination of same under Section 12 10.10 hereunder following the application of the Securities Act of 1934applicable dispute resolution provisions herein and therein; and in all events, as amended and on not less than fifteen (215) Business Days written notice to the extent not inconsistent with Employee’s Purchaser after the occurrence of such Default. Thereafter, if an uncured Default remains in effect, the obligations of the Shareholders under this Agreement, Employee may engage in charitable Section shall be of no further force or civic activities and make passive investments which are non-competitive and non-conflicting with the Company’s Businesseffect.