Common use of Non-Competition Clause in Contracts

Non-Competition. Because of the Employer Group’s legitimate business interest as described in this Agreement and the good and valuable consideration offered to the Optionee, the receipt and sufficiency of which is acknowledged, during the term of Optionee’s employment and for the one year beginning on the last day of the Optionee’s employment with the Company, whether terminated for any reason or no reason, by the Optionee or the Company, (the “Restricted Period”), the Optionee agrees and covenants not to engage in Prohibited Activity (as defined below) within the United States, or the geographical regions for which the Optionee provides services during the course of employment, whichever is larger. (i) For purposes of this non-compete clause, “Prohibited Activity” is activity in which the Optionee contributes the Optionee’s knowledge, directly or indirectly, in whole or in part, as an associate, employer, owner, operator, manager, advisor, consultant, contractor, agent, partner, director, stockholder, officer, volunteer, intern, or any other similar capacity to an entity engaged in the same or similar business as the Employer Group, including those engaged in the business of manufacturing and distribution of doors, windows, trim, and other building supplies manufactured or distributed by the Employer Group. Prohibited Activity also includes activity that may require or inevitably require disclosure of trade secrets, proprietary information, or Confidential Information. (ii) Nothing herein shall prohibit the Optionee from purchasing or owning less than five percent (5%) of the publicly traded securities of any corporation, provided that such ownership represents a passive investment and that the Optionee is not a controlling person of, or a member of a group that controls, such corporation. (iii) This Section 7(c) does not, in any way, restrict or impede the Optionee from exercising protected rights to the extent that such rights cannot be waived by agreement or from complying with any applicable law or regulation or a valid order of a court of competent jurisdiction or an authorized government agency, provided that such compliance does not exceed that required by the law, regulation, or order.

Non-Competition. Because of (i) Unless the Employer Group’s legitimate business interest as described Company waives or limits the obligation in this Agreement and the good and valuable consideration offered to the Optioneeaccordance with Section 9(b)(ii), the receipt and sufficiency of which is acknowledged, you agree that during the term of Optionee’s employment and for the one year beginning on longest of 12 months following the last day cessation of the Optionee’s employment with the Company, whether terminated for any reason not covered by Section 6(b) or no reason6(c), by the Optionee or the Company18 months if Section 6(b) applies, and 24 months if Section 6(c) applies (the “Restricted Noncompete Period”), the Optionee agrees and covenants you will not to directly or indirectly, alone or as a partner, officer, director, shareholder or employee of any other firm or entity, engage in Prohibited Activity (any commercial activity in competition with any part of the Company’s business as defined below) within conducted as of the United States, date of such termination of employment or with any part of the geographical regions for Company’s contemplated business with respect to which the Optionee provides services during the course of employment, whichever is larger. (i) you have confidential information. For purposes of this non-compete clauseclause (i), “Prohibited Activityshareholder” does not include beneficial ownership of less than 5% of the combined voting power of all issued and outstanding voting securities of a publicly held corporation whose stock is activity traded on a major stock exchange. Also for purposes of this clause (i), “the Company’s business” includes business conducted by the Company, its subsidiaries, or any partnership or joint venture in which the Optionee contributes the Optionee’s knowledge, Company directly or indirectlyindirectly has ownership of not less than one third of the voting equity. The Noncompete Period will be further extended by any period of time during which you are in violation of Section 9(b). For purposes of this Section 9, in whole or in partcompetitors of the Company currently include but are not limited to GfK AG, as an associateIntegrated Media Measurement, employerInc., ownerThe ▇▇▇▇▇▇▇ Company B.V., operator, manager, advisor, consultant, contractor, agent, partner, director, stockholder, officer, volunteer, intern, or any other similar capacity to an entity engaged in the same or similar business as the Employer Group, including those engaged in the business of manufacturing and distribution of doors, windows, trim▇▇▇▇▇▇ ▇▇▇▇▇▇ Sofres PLC, and other building supplies manufactured or distributed by the Employer Group. Prohibited Activity also includes activity that may require or inevitably require disclosure of trade secrets, proprietary information, or Confidential InformationWPP PLC. (ii) Nothing herein shall prohibit At its sole option the Optionee from purchasing Company may, by written notice to you at any time within the Noncompete Period, waive or owning less than five percent (5%) of limit the publicly traded securities of any corporation, provided that such ownership represents a passive investment and that the Optionee is time and/or geographic area in which you cannot a controlling person of, or a member of a group that controls, such corporationengage in competitive activity. (iii) This Section 7(c) does notDuring the Noncompete Period, in before accepting employment with or agreeing to provide consulting services to, any wayfirm or entity that offers competitive products or services, restrict or impede the Optionee from exercising protected rights you must give 30 days’ prior written notice to the extent that Company. Such written notice must be sent by certified mail, return receipt requested (attention: Office of the Chief Legal Officer with a required copy to the Chair of Compensation Committee), must describe the firm or entity and the employment or consulting services to be rendered to the firm or entity, and must include a copy of the written offer of employment or engagement of consulting services. The Company must respond or object to such rights cannot be waived by agreement or from complying with any applicable law or regulation or a valid order notice within 30 days after receipt, and the absence of a court response will constitute acquiescence or waiver of competent jurisdiction or an authorized government agency, provided that such compliance does not exceed that required by the law, regulation, or orderCompany’s rights under this Section 9.

Non-Competition. Because I acknowledge that employment by the Company will give me access to the Confidential Information, and that my knowledge of the Employer Group’s legitimate business interest as described Confidential Information will enable me to put the Company at a significant competitive disadvantage if I am employed or engaged by or become involved in this Agreement and the good and valuable consideration offered to the Optionee, the receipt and sufficiency of which is acknowledgeda Competitive Business. Accordingly, during the term of Optionee’s employment Employment Period and for the one year beginning on after the last day of the Optionee’s employment with the CompanyTermination Date, whether terminated for any reason or no reason, by the Optionee or the Company, (the “Restricted Period”), the Optionee agrees and covenants not to engage in Prohibited Activity (as defined below) within the United States, or the geographical regions for which the Optionee provides services during the course of employment, whichever is larger. (i) For purposes of this non-compete clause, “Prohibited Activity” is activity in which the Optionee contributes the Optionee’s knowledgeI will not, directly or indirectly, in whole individually or in partpartnership or in conjunction with any other person or entity other than the Company: (i) be engaged in any manner whatsoever, including, without limitation, either individually or in partnership, jointly or in conjunction with any other person, or as an associate, employer, owner, operator, manager, advisoremployee, consultant, contractoradviser, principal, agent, partner, director, stockholder, officer, volunteer, internmember, or proprietor in any other similar capacity to an entity engaged Competitive Business anywhere within any state, province, county, or city in the same or similar United States in which the Company conducts business as of the Employer Group, including those engaged in Termination Date or conducted business within the business of manufacturing and distribution of doors, windows, trim, and other building supplies manufactured or distributed by one-year period prior to Termination Date (the Employer Group. Prohibited Activity also includes activity that may require or inevitably require disclosure of trade secrets, proprietary information, or Confidential Information.“Restricted Area”); (ii) Nothing herein shall prohibit the Optionee from purchasing be engaged in any manner whatsoever, including, without limitation, either individually or owning less than five percent (5%) of the publicly traded securities of in partnership, jointly or in conjunction with any corporation, provided that such ownership represents a passive investment and that the Optionee is not a controlling person ofother person, or as an employee, consultant, adviser, principal, agent, member or proprietor in any Competitive Business anywhere in the Restricted Area in a member capacity in which the loyal and complete fulfilment of a group my duties to that controlsCompetitive Business would (i) inherently require that I use, such corporation.copy or transfer Confidential Information, or (ii) make beneficial any use, copy or transfer the Confidential Information; or (iii) This advise, invest in, lend money to, guarantee the debts or obligations of, or otherwise have any other financial or other interest (including an interest by way of royalty or other compensation arrangements) in or in respect of any person which carries on a Competitive Business anywhere in the Restricted Area. The restriction in this Section 7(c) does not, in any way, restrict or impede 2 will not prohibit me from holding not more than 5% of the Optionee from exercising protected rights to the extent that such rights cannot be waived by agreement or from complying with any applicable law or regulation or a valid order issued shares of a court of competent jurisdiction public company listed on any recognized stock exchange or an authorized government agency, provided that such compliance does not exceed that required by traded on any bona fide “over the law, regulation, or ordercounter” market anywhere in the world.

Non-Competition. Because (a) For so long as any Person is a Partner of the Employer Group’s legitimate business interest as described in this Agreement and the good and valuable consideration offered to the OptioneePartnership, the receipt and sufficiency of which is acknowledged, during the term of Optionee’s employment and for the one year beginning thereafter, such Person shall not (and shall cause its Cable Affiliates not to) engage in (or seek to engage in) the business of acquiring, owning, financing, investing in, maintaining, operating or managing cable television systems, SMATV, MMDS, LMDS (and other similar systems) for the distribution of multi-channel video programming, other than direct broadcast satellite services to retail customers, in each case serving a municipality listed on Schedules 1 or 2 or the last day portion of the Optionee’s employment with the Company, whether terminated for any reason a county listed on Schedules 1 or no reason, 2 that is served by the Optionee or Partnership’s Systems (other than the Company, business of acting as General Manager) (the “Restricted PeriodBusiness”), ) or acquire or invest in (or seek to acquire or invest in) any Person engaged in the Optionee agrees and covenants not to engage in Prohibited Activity Business other than through the Partnership or its Subsidiaries. (as defined belowb) within Notwithstanding the United States, or the geographical regions for which the Optionee provides services during the course of employment, whichever is larger.foregoing: (i) For purposes the provisions of this non-compete clauseSection 6.2(a) shall terminate upon the termination of the Partnership due to an Event of Termination, “Prohibited Activity” is activity in which the Optionee contributes the Optionee’s knowledge, directly or indirectlyprovided that, in whole or in partthe event the Partnership is terminated as a result of any Event of Default, as an associate, employer, owner, operator, manager, advisor, consultant, contractor, agent, partner, director, stockholder, officer, volunteer, internthe provisions of Section 6.2(a) shall continue for one year after such date of termination with respect to the Partner, or any other similar capacity Cable Affiliate thereof, whose act or failure to an entity engaged act resulted in the same or similar business as the Employer Group, including those engaged in the business such Event of manufacturing and distribution of doors, windows, trim, and other building supplies manufactured or distributed by the Employer Group. Prohibited Activity also includes activity that may require or inevitably require disclosure of trade secrets, proprietary information, or Confidential Information.Default; (ii) Nothing herein shall prohibit any Partner (or Cable Affiliate thereof) may, without breaching the Optionee from purchasing provisions of Section 6.2(a), own and invest in any securities of any Person whose common equity securities are registered pursuant to Sections 12(b) or owning less than five percent (5%12(g) of the publicly traded securities Securities Exchange Act of any corporation1934, as amended, provided that such ownership represents a passive investment Partner and that its Cable Affiliates (A) do not Control such Person and (B) do not own, in the Optionee is not a controlling person ofaggregate, or a member more than 5% of a group that controls, the common equity securities of such corporation.Person; (iii) This any Partner (or Cable Affiliate thereof) may, without breaching the provisions of Section 7(c) does not6.2(a), own, invest in or otherwise engage in any wayBusiness in which the Partnership is precluded from engaging (by rule, restrict regulation, law, order, judgment, decree or impede contract) by virtue of the Optionee from exercising protected rights Partnership’s affiliation with any of the other Partners (other than such Partner’s Related Partner); (iv) any Partner (or Cable Affiliate thereof) may, without breaching the provisions of Section 6.2(a), own any Beneficial Assets to the extent contemplated by the Contribution Agreement; (v) in the event that such rights cannot be waived any Person breaches the provisions of Section 6.2(a) by agreement or from complying with any applicable law or regulation or virtue of an investment in another Person that engages in the Business (a valid order of a court of competent jurisdiction or an authorized government agency“Competing Business”), then, provided that the annual revenues derived from such compliance does not exceed that required Competing Business are less than 10% of the total revenues of the Person in which such investment is made, such breaching Person shall have a reasonable opportunity to cure such breach by disposing of the law, regulationassets comprising the Competing Business or by transferring the Competing Business, or orderthe economic benefits derived therefrom, to the Partnership; (vi) no Partner (or Cable Affiliate thereof) shall be deemed to be in breach of the provisions of Section 6.2(a) by virtue of any action by a Person in which such Partner (or Cable Affiliate) has from time to time a non-Controlling investment; provided, that such Partner or its Cable Affiliate shall have used its reasonable best efforts (including through the exercise of any contractual or veto rights available to it or, in the case of future investments, the negotiation of appropriate restrictions) to prevent such Person from engaging in the Business; (vii) if a Partner is required under Section 7.5(c) to continue to own a portion of its Interest in the Partnership, the provisions of Section 6.2(a) shall cease to apply to such Partner on the date that is one year following the date of the earliest Transfer of any portion of such Partner’s Interest (or the Interest of such Partner’s Related Partner) pursuant to Section 7.5(c); and (viii) TCINS may continue to provide service to the Brazosport Independent School District and Nederland Independent School District under the agreements between TCINS and such School Districts that are to be attached to the Excess Capacity Leases. (c) The parties agree that the restrictions applicable to TWC under this Section 6.2 shall, notwithstanding that TWC is a division of TWE, be binding solely u▇▇▇ ▇▇▇, ▇▇▇ shall be deemed to be a “stand alone” legal entity for all purposes of this Section 6.2 and the restrictions under this Section 6.2 will not bind TWE, other than to the extent any business or assets of TWE are included within TWC for internal reporting purposes.

Non-Competition. Because For the Restricted Period, Parent and the Sellers shall not, and shall not permit any of the Employer Group’s legitimate other Restricted Seller Parties to, directly or indirectly, operate or engage in any business interest as described or enterprise that is engaged in this Agreement providing contracted physical, occupational and the good and valuable consideration offered speech-language therapy services to the Optionee, the receipt and sufficiency of which is acknowledged, during the term of Optionee’s employment and for the one year beginning on the last day of the Optionee’s employment with the Company, whether terminated for any reason or no reason, by the Optionee or the Companythird-party (i) skilled nursing facilities, (the ii) assisted living and senior care centers, (iii) pediatric centers or (iv) continuing care retirement communities (each, a “Restricted PeriodLine of Business”), the Optionee agrees and covenants not to engage in Prohibited Activity (as defined below) within the United States; provided, however, the Sellers or the geographical regions for which the Optionee provides services during the course any other Restricted Seller Parties may operate or engage in any Restricted Line of employment, whichever is larger. Business in connection with any (i) For purposes business that is acquired after the date hereof but prior to the expiration of this non-compete clause, “Prohibited Activity” is activity in which the Optionee contributes Restricted Period as a result of any acquisition of any Person consummated by the Optionee’s knowledge, directly or indirectly, in whole or in part, as an associate, employer, owner, operator, manager, advisor, consultant, contractor, agent, partner, director, stockholder, officer, volunteer, intern, Sellers or any other similar capacity of their Affiliates and (ii) current or future hospital joint venture of the Sellers or their Affiliates to an entity engaged the extent such operation or engagement in the same or similar business as the Employer Group, including those engaged in such Restricted Line of Business is ancillary to the business of manufacturing such joint venture and distribution conducted in a manner that is consistent with past or current practice. Notwithstanding the foregoing, solely in respect of doorsclause (i) above, windows, trim, and other building supplies manufactured or distributed by the Employer Group. Prohibited Activity also includes activity that may require or inevitably require disclosure of trade secrets, proprietary information, or Confidential Information. (ii) Nothing herein shall prohibit the Optionee from purchasing or owning less than five percent (5%) of the publicly traded securities of any corporation, provided that such ownership represents a passive investment and that the Optionee is not a controlling person of, or a member of a group that controls, such corporation. (iii) This Section 7(c) does not, in any way, restrict or impede the Optionee from exercising protected rights to the extent that such rights cannot operation or engagement in such Restricted Line of Business (x) exceeds 50% of the acquired Person’s total revenues for the last reportable twelve-month period prior to the date of acquisition (“TTM Revenue”), no Seller or any Affiliate thereof may consummate the proposed acquisition without obtaining the Buyer’s prior written consent (which may be waived by agreement or from complying with any applicable law or regulation or a valid order of a court of competent jurisdiction or an authorized government agency, provided that such compliance does not exceed that required withheld and/or conditioned by the lawBuyer in the Buyer’s sole discretion) to the consummation of such acquisition, regulationand (y) (A) generates $25,000,000 or more of the acquired Person’s TTM Revenue, or order(B) exceeds 20% of the acquired Person’s TTM Revenue, the Sellers shall (and/or shall cause their Affiliates to) use commercially reasonable efforts to dispose of the Restricted Line of Business within one (1) year of the date of acquisition; provided, that with respect to this clause (y), if Select conducts a competitive auction in order to dispose of the Restricted Line of Business, Select will provide notice of any such auction and shall provide the Buyer with the opportunity, subject to the Buyer entering into a customary confidentiality agreement with Select covering any confidential information to be furnished by Select with respect to such Restricted Line of Business, to participate in such auction.

Non-Competition. Because In consideration of the Employer GroupCompany’s legitimate business interest as described in this Agreement promise to disclose, and the disclosure of, its Confidential Information and other good and valuable consideration offered to the Optioneeprovided hereunder, the receipt and sufficiency of which is acknowledgedare hereby acknowledged by Executive, during Executive hereby agrees and covenants that: Until the term of Optionee’s employment and for the one year beginning on the last day end of the Optionee’s employment with the CompanySalary Continuation Period, whether terminated for any reason or no reason, by the Optionee or the Company, defined above in Section 1(d)(i) (the “Restricted Period”), Executive shall not, anywhere in the Optionee agrees and covenants not to engage in Prohibited Activity (as defined below) within the United States, or the geographical regions for which the Optionee provides services during the course of employment, whichever is larger. (i) For purposes of this non-compete clause, “Prohibited Activity” is activity in which the Optionee contributes the Optionee’s knowledgeRestricted Territory, directly or indirectly, engage in, assist or become associated with a Competitive Activity. For purposes of this Section 2(b): (i) the “Restricted Territory” shall mean the United States of America and any other country in whole the world where the Company or any Affiliate is providing or supplying, or is planning to provide or supply, goods or services and in partor concerning which, during the course of Executive’s employment, Executive or any employee under Executive’s direct supervision performed material duties for the Company or Affiliate; (ii) a “Competitive Activity” means, at the time of Executive’s termination, any business or other endeavor in the Restricted Territory of a kind being conducted by the Company or any of its subsidiaries or, if engaged in the provision of any travel related services, any of its affiliates in the Restricted Territory (or demonstrably anticipated by the Company or its subsidiaries or affiliates as of the Effective Date or at any time thereafter; and (iii) Executive shall be considered to have become “associated with a Competitive Activity” if Executive becomes directly or indirectly involved as an associate, employer, owner, operatorprincipal, manageremployee, advisorofficer, consultantdirector, independent contractor, representative, stockholder, financial backer, agent, partner, directoradvisor, stockholder, officer, volunteer, internlender, or in any other similar individual or representative capacity to an entity with any individual, partnership, corporation or other organization that is engaged in a Competitive Activity. Notwithstanding the same or similar business as foregoing, Executive may make and retain investments during the Employer GroupRestricted Period, including those engaged for investment purposes only, in the business of manufacturing and distribution of doors, windows, trim, and other building supplies manufactured or distributed by the Employer Group. Prohibited Activity also includes activity that may require or inevitably require disclosure of trade secrets, proprietary information, or Confidential Information. (ii) Nothing herein shall prohibit the Optionee from purchasing or owning less than five percent (5%) of the publicly traded securities outstanding capital stock of any corporation, provided that publicly-traded corporation engaged in a Competitive Activity if stock of such ownership represents corporation is either listed on a passive investment and that national stock exchange or on the Optionee NASDAQ National Market System if Executive is not a controlling person of, or a member of a group that controls, otherwise affiliated with such corporation. (iii) This Section 7(c) does not, in any way, restrict or impede the Optionee from exercising protected rights to the extent that such rights cannot be waived by agreement or from complying with any applicable law or regulation or a valid order of a court of competent jurisdiction or an authorized government agency, provided that such compliance does not exceed that required by the law, regulation, or order.

Non-Competition. Because In consideration of the Employer Group’s payments to be received by the Employee hereunder, in recognition of the highly competitive nature of the industries in which the Company conducts its business and to further protect the goodwill of the Company and to promote and preserve its legitimate business interest as described in this Agreement and the good and valuable consideration offered to the Optioneeinterests, the receipt and sufficiency of which is acknowledged, Employee agrees that during the term of Optionee’s employment period commencing the date hereof and for the one year beginning ending on the last day of the Optionee’s employment Protected Vesting Period, he will not: (a) Engage in any Business Activities (other than on behalf of the Company) whether such engagement is as an officer, director, proprietor, employee, partner, investor (other than as a holder of less than 1% of the outstanding capital stock of a publicly traded corporation), consultant advisor, agent or otherwise, in any geographic area in which the products or services of the Company have been distributed or provided during the period commencing two years prior to the date hereof and ending on the Termination Date; (b) Other than on behalf of the Company supply products or provide services (but only to the extent such restricted activities constitute Business Activities) to any customer with whom the Company has done any business during the period commencing two years prior to the date hereof and ending on the Termination Date, whether as an officer, director, proprietor, employee, partner, investor (other than as a holder of less than 1% of the outstanding capital stock of a publicly traded corporation), consultant, advisor, agent or otherwise; (c) Assist others in engaging in any of the Business Activities in the manner prohibited to the Employee; and (d) Induce or attempt to induce employees of the Company, whether terminated for any reason or no reason, by the Optionee or the Company, (the “Restricted Period”), the Optionee agrees and covenants not its affiliates to engage in Prohibited Activity any activities hereby prohibited to the Employee or to terminate their employment. It is expressly understood and agreed that although the Employee and the Company consider the restrictions contained in each of clauses (as defined belowa) within through (d) above to be reasonable for the United Statespurpose of preserving the Company's goodwill, proprietary rights, trade secrets, valuable confidential business interests, relationships with specific prospective and existing customers and going concern value, and to protect the Company's business opportunities, markets and trade areas, if a final judicial determination is made by a court having jurisdiction that the time or the geographical regions for which the Optionee provides services during the course territory or scope of employment, whichever is larger. (i) For purposes of this non-compete clause, “Prohibited Activity” is activity in which the Optionee contributes the Optionee’s knowledge, directly or indirectly, in whole or in part, as an associate, employer, owner, operator, manager, advisor, consultant, contractor, agent, partner, director, stockholder, officer, volunteer, intern, restricted activities or any other similar capacity restriction contained in this Agreement is an unenforceable restriction on the activities of the Employee, the provisions of this Agreement shall not be rendered void but shall be deemed amended to an entity engaged apply as to such maximum time, restricted activities and territory and to such other extent as such court may judicially determine or indicate to be reasonable. Alternatively, if the court referred to above finds that any restriction contained in the same or similar business as the Employer Group, including those engaged in the business of manufacturing and distribution of doors, windows, trimthis Section 12 is unenforceable, and other building supplies manufactured or distributed by the Employer Group. Prohibited Activity also includes activity that may require or inevitably require disclosure of trade secrets, proprietary information, or Confidential Information. (ii) Nothing herein shall prohibit the Optionee from purchasing or owning less than five percent (5%) of the publicly traded securities of any corporation, provided that such ownership represents a passive investment and that the Optionee is not a controlling person of, or a member of a group that controls, such corporation. (iii) This Section 7(c) does not, in any way, restrict or impede the Optionee from exercising protected rights to the extent that such rights restriction cannot be waived by agreement or from complying with amended so as to make it enforceable, such finding shall not affect the enforceability of any applicable law or regulation or a valid order of a court the other restrictions contained therein. It is further expressly understood and agreed that the providing of competent jurisdiction or an authorized government agency, provided that such compliance does Professional Services shall not exceed that required by the law, regulation, or orderbe restricted under this Agreement.

Non-Competition. Because From the Closing Date until the third (3rd) anniversary of the Employer Group’s legitimate business interest as described in this Agreement and the good and valuable consideration offered to the OptioneeClosing Date, the receipt and sufficiency Sellers shall not own, manage, operate, control or participate in the ownership, management, operation or control of which is acknowledged, during the term of Optionee’s employment and for the one year beginning on the last day of the Optionee’s employment with the Companyany business, whether terminated for any reason in corporate, proprietorship or no reasonpartnership form or otherwise, by the Optionee or the Company, (the “Restricted Period”), the Optionee agrees and covenants not to engage in Prohibited Activity (as defined below) within the United States, or the geographical regions for which the Optionee provides services during the course of employment, whichever that is larger. (i) For purposes of this non-compete clause, “Prohibited Activity” is activity in which the Optionee contributes the Optionee’s knowledgeengaged, directly or indirectly, in whole or in part, as an associate, employer, owner, operator, manager, advisor, consultant, contractor, agent, partner, director, stockholder, officer, volunteer, intern, or any other similar capacity to an entity engaged in the same or similar business as the Employer Group, including those engaged in the business of manufacturing (a) soliciting, originating, underwriting, financing, refinancing and distribution brokering Mortgage loans for sale to Mortgage Program Sponsors under the Mortgage Programs transferred to the Purchaser as part of doorsthe Acquired Assets or (b) acting as “primary servicer,” “master servicer, windows” “special servicer” or “sub-servicer” in respect of Mortgage loans (any such business referred to under clause (a) or (b), trima “Restricted Business”); provided, and other building supplies manufactured however, that the restrictions contained in this Section 5.11 shall not restrict (i) the Sellers from acting as a “special servicer” on a contract basis for Mortgage loans not involving the direct servicing of Mortgage loans for third party Securitizations or distributed by Mortgage Program Sponsors under the Employer Group. Prohibited Activity also includes activity that may require or inevitably require disclosure Mortgage Programs transferred to the Purchaser as part of trade secretsthe Acquired Assets, proprietary information, or Confidential Information. (ii) Nothing herein shall prohibit the Optionee from purchasing or owning less than five percent (5%) any activities of the publicly traded securities of any corporationCapmark Bank, provided that such ownership represents a passive investment and that the Optionee is not a controlling person of, or a member of a group that controls, such corporation. (iii) This the Sellers from engaging in servicing (A) any Mortgage loans held by any Seller or any Affiliate of any Seller or for which any Seller or any such Affiliate acts as agent, or (B) any third party mortgage loans under programs and arrangements currently conducted by any Seller or any Affiliate of any Seller other than the Servicing Agreements, including New Markets Tax Credits, military housing, and affordable housing mortgage loans or bonds related to the low income housing tax credit business (for purposes of this clause (iii), the term “Affiliate” shall not include any Person that Controls Parent or any Person (other than Sellers and any Person Controlled by any Seller) Controlled by such Person), (iv) any third party who acquires any Seller or Affiliate of the Sellers by way of a merger, consolidation, combination with, or acquisition of a material portion of the Properties of a Seller or (v) the acquisition by the Sellers and their respective Affiliates of (in the aggregate) less than 2% of the outstanding capital stock of any publicly traded company engaged in a Restricted Business. The Parties acknowledge and agree that any remedy at Law for any breach of the provisions of this Section 7(c) does not5.11 may be inadequate, and hereby consent to the granting by any court of an injunction or other equitable relief, without the necessity of actual monetary loss being proved, in any way, restrict order that the breach or impede the Optionee from exercising protected rights to the extent that threatened breach of such rights cannot provision may be waived by agreement or from complying with any applicable law or regulation or a valid order of a court of competent jurisdiction or an authorized government agency, provided that such compliance does not exceed that required by the law, regulation, or ordereffectively restrained.

Non-Competition. Because of the Employer Group’s legitimate business interest as described in this Agreement and the good and valuable consideration offered to the Optionee, the receipt and sufficiency of which is acknowledged, during the term of Optionee’s employment and for the one year beginning on the last day of the Optionee’s employment with the Company, whether terminated for any reason or no reason, by the Optionee or the Company, (the “Restricted Period”), the Optionee agrees and covenants not to engage in Prohibited Activity (as defined below) within the United States, or the geographical regions for which the Optionee provides services during the course of employment, whichever is larger. (i) For purposes of this nonDuring the Non-compete clauseCompete Period, “Prohibited Activity” is activity in which the Optionee contributes the Optionee’s knowledgeExecutive shall not, directly or indirectly, in whole (A) solicit or in part, as an associate, employer, owner, operator, manager, advisor, consultant, contractor, agent, partner, director, stockholder, officer, volunteer, internencourage any client or customer of the Employer or a Company Affiliate, or any person or entity 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, any existing business arrangements with the Employer or a Company Affiliate or to transfer existing business from the Employer or a Company Affiliate to any other similar capacity to an entity engaged person or entity, (B) provide services anywhere in the same or similar United States to any entity if (i) during the preceding 12 months more than 5% of the revenues of such entity and its affiliates is derived from any business as from which the Employer Groupderived more than 5% of its revenue during such 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 a Material Business; provided, including those engaged 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 business aggregate constitute more than 5% of manufacturing the voting power of such entity. For purposes of this Section 7(d), a “client or customer” shall be limited to any actual borrower of the Employer (as set forth in the Employer’s CAM or substantially similar successor or related system) and distribution 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 related system. The Executive agrees that, before providing services, whether as an employee or consultant, to any entity during the Non-Compete Period, he will provide a copy of doors, windows, trimthis Agreement to such entity, and other building supplies manufactured or distributed by such entity shall acknowledge to the Employer Groupin writing that it has read this Agreement. Prohibited Activity also includes activity The Executive acknowledges that may require or inevitably require disclosure this covenant has a unique, very substantial and immeasurable value to the Employer, that the Executive has sufficient assets and skills to provide a livelihood for the Executive while such covenant remains in force and that, as a result of trade secretsthe foregoing, proprietary informationin the event that the Executive breaches such covenant, or Confidential Informationmonetary damages would be an insufficient remedy for the Employer and equitable enforcement of the covenant would be proper. (ii) Nothing herein If the restrictions contained in Section 7(d)(i) shall prohibit the Optionee from purchasing or owning less than five percent (5%) of the publicly traded securities of be determined by any corporation, provided that such ownership represents a passive investment and that the Optionee is not a controlling person of, or a member of a group that controls, such corporation. (iii) This Section 7(c) does not, in any way, restrict or impede the Optionee from exercising protected rights to the extent that such rights cannot be waived by agreement or from complying with any applicable law or regulation or a valid order of a court of competent jurisdiction to be unenforceable by reason of their extending for too great a period of time or an authorized government agencyover too great a geographical area or by reason of their being too extensive in any other respect, provided that such compliance does not exceed that required by Section 7(d)(i) shall be modified to be effective for the law, regulation, or ordermaximum period of time for which it may be enforceable and over the maximum geographical area as to which it may be enforceable and to the maximum extent in all other respects as to which it may be enforceable.

Non-Competition. Because (a) During the period commencing on the Effective Date and continuing until the earlier of (A) March 16, 2018 and (B) the date that Trican Parent ceases to directly or indirectly own at least 5% of the Employer Group’s legitimate issued and outstanding Class A Units and 100% of the issued and outstanding Class C Units, Trican and its Affiliates shall not directly or indirectly: (i) compete with the Company or its Subsidiaries in the Territory in the oil field services business; (ii) have an interest in any Person that competes in the Territory directly or indirectly with the Company or its Subsidiaries in any capacity (a “Competitive Business”), including as a partner, shareholder, member, employee, principal, agent, trustee or consultant; or (iii) knowingly interfere in any respect with the business interest relationships (whether formed prior to or after the date of this Agreement) between the Company and its Subsidiaries, on the one hand, and any of their respective customers, suppliers or partners, on the other hand; provided, however, that the foregoing shall not prohibit, or be interpreted as described prohibiting, Trican Parent and its Affiliates from (1) conducting activities constituting or relating to the Excluded Businesses, the Excluded Assets and the Excluded Liabilities (as such terms are defined in the Trican Purchase Agreement); (2) making equity investments in publicly owned companies which constitute a Competitive Business, provided such investments do not exceed 10% of the outstanding common equity of such publicly owned companies or (3) entering into any licensing or other agreements relating to the intellectual property of Trican Parent and its Affiliates; provided, that such licensing or other agreements are in compliance with, and do not breach or violate, the Intellectual Property License Agreement (as defined in the Trican Purchase Agreement). Notwithstanding the foregoing, nothing contained in this Section 4.5(a) or elsewhere in this Agreement and the good and valuable consideration offered to the Optionee, the receipt and sufficiency of which is acknowledged, during the term of Optionee’s employment and for the one year beginning on the last day shall prevent a Person that acquires all of the Optionee’s employment with equity interests of Trican Parent (whether by acquisition of equity interests, merger or otherwise) from continuing to conduct its and its Affiliates business and operations in and outside of the CompanyTerritory; provided, whether terminated for any reason or no reason, by that in the Optionee or the Company, (the “Restricted Period”), the Optionee agrees and covenants not to engage in Prohibited Activity (as defined below) within the United States, or the geographical regions for which the Optionee provides services during the course of employment, whichever is larger. (i) For purposes of this non-compete clause, “Prohibited Activity” is activity in which the Optionee contributes the Optionee’s knowledgeevent a Person consummates an acquisition, directly or indirectly, of all or substantially all of the assets of Trican or a majority of the common equity interests of Trican (whether by acquisition of equity interests, merger or otherwise), Trican shall provide notice of such sale transaction (the “Transaction Notice”) no later than three days after the consummation of such acquisition transaction and the Company shall have the option, but not the obligation, upon notice to Trican delivered no later than 60 days after receipt of the Transaction Notice, to purchase the Units formerly Held by Trican prior to such sale transaction (including the Class C Units) for Fair Market Value (and in whole the case of Class C Units, such Fair Market value shall be calculated as if such Class C Units were converted to Class A Units on a fully diluted basis based on the Fair Market Value for such Units immediately prior to exercise of this purchase option) (as determined by an independent valuation firm selected by the Management Board (unless a prior valuation has been undertaken in the 30 day period prior to such calculation of Fair Market Value, in which case Fair Market Value shall be based on such prior valuation)). (b) During the period commencing on the Effective Date and continuing until March 16, 2018, the Cerberus Funds, the Company and their respective Controlled Affiliates shall not directly or indirectly (A) compete with Trican Parent or its Affiliates in partCanada in the oilfield services business, (B) have an interest in any Person that competes directly or indirectly in Canada with Trican Parent or its Affiliates, including as an associatea partner, employershareholder, ownermember, operatoremployee, manager, advisor, consultant, contractorprincipal, agent, partnertrustee or consultant (other than (x) with respect to any industrial services or completion tools business and (y) Persons so competing with Trican Parent or its Affiliates with less than 25% of revenue in the prior fiscal year attributable to such Person’s Canadian operations, directorprovided that the Cerberus Funds, stockholderthe Company or their respective Affiliates (as applicable) substantially divest the Canadian assets or operations of such Person within 180 days of acquiring such Person) or (C) knowingly interfere in any respect with the business relationships (whether formed prior to or after the date of this Agreement) between Trican Parent and its Subsidiaries, officeron the one hand, volunteerand any of their respective customers, internsuppliers or partners, on the other hand; provided, however, that the foregoing shall not (i) restrict the Cerberus Funds and its Affiliates (other than the Cerberus Managers and those personnel of Cerberus Capital Management, L.P. and Cerberus Operations & Advisory Company LLC that are directly involved in monitoring the investment in the Company) from participating in any distressed debt and lending transactions (including debt to equity conversions) and (ii) prohibit or be interpreted as prohibiting the Cerberus Funds, the Company or any other similar capacity to an entity engaged of their respective Controlled Affiliates from making equity investments in any publicly owned company (provided such investment does not exceed 10% of the outstanding common equity of such publicly owned company) or, in the same case of the Cerberus Funds and its Controlled Affiliates (other than the Company), from receiving any customary “equity kicker” in connection with a debt investment in any Person. Notwithstanding the foregoing, nothing contained in this Section 4.5(b) or similar elsewhere in this Agreement shall prevent a Person that acquires the equity interests of all of the Company (whether by acquisition of equity interests, merger or otherwise) from continuing to conduct its and its Affiliates business as and operations in and outside of the Employer Group, including those engaged in the business of manufacturing and distribution of doors, windows, trim, and other building supplies manufactured or distributed by the Employer Group. Prohibited Activity also includes activity that may require or inevitably require disclosure of trade secrets, proprietary information, or Confidential InformationTerritory. (iic) Nothing herein shall prohibit Each of Trican, the Optionee from purchasing or owning less than five percent (5%) Company and the Cerberus Funds acknowledges and agrees that the time, scope, geographic area and other provisions of this Section 4.5 have been specifically negotiated by sophisticated commercial parties and agree that all such provisions are reasonable under the circumstances of the publicly traded securities transactions contemplated hereby. It is the intention of the parties that if any corporation, provided of the provisions contained in this Section 4.5 are held to cover a geographic area or to be for a length of time that such ownership represents a passive investment and that the Optionee is not a controlling person ofpermitted by applicable Law, or a member of a group that controlsis in any way construed to be too broad or to any extent invalid, such corporationprovisions shall not be construed to be null, void and of no effect, but to the extent such provision would then be valid or enforceable under applicable Law, such provisions shall be construed and interpreted or reformed to provide for a restriction or covenant having the maximum enforceable geographic area, time period and other provisions as shall be valid and enforceable under applicable Law. (iiid) This Section 7(c) does notEach of Trican, the Company and the Cerberus Funds further acknowledges and agrees that, in the event of a breach or threatened breach of any wayof the provisions of this Section 4.5, restrict Trican, the Company or impede the Optionee Cerberus Funds (as applicable) shall be entitled to immediate injunctive relief, as any such breach would cause irreparable injury for which such party would have no adequate remedy at law. Nothing contained in this Section 4.5 shall be construed so as to prohibit Trican, the Company or the Cerberus Funds or any of their respective Affiliates from exercising protected rights pursuing any other remedies available to the extent that such rights cannot be waived by agreement or from complying with any applicable them under this Agreement, at law or regulation in equity for any such breach or a valid order threatened breach. (e) ▇▇▇▇▇ Group shall be an express third-party beneficiary under this Section 4.5 and the Members hereby acknowledge and agree that ▇▇▇▇▇ Group shall be entitled to enforce the provisions of a court of competent jurisdiction or an authorized government agency, provided that such compliance does not exceed that required by the law, regulation, or orderthis Section 4.5.

Non-Competition. Because For so long as an Investor or its Affiliated Funds has a right to designate a Representative to the ▇▇▇▇▇▇▇ Holdings Board, the TNC Supervisory Board or as an AlpInvest Observer, such Investor and its respective Affiliates, all Persons Controlled by that Investor or by any of that Investor’s Affiliates and any “group” (as determined under Section 13(d)(3) of the Employer GroupExchange Act) of which such Investor or any of its Affiliates is a member will be prohibited from owning, managing, operating, controlling or participating in the ownership, management, operation or control of any Person listed in Schedule 10 hereto (as such Schedule may be amended from time to time by the ▇▇▇▇▇▇▇ Holdings Board, a “Named Competitor”), unless consented to by the ▇▇▇▇▇▇▇ Holdings Board, provided that: 10.3.1 This Article 10.3 shall not prohibit any Person from acquiring or holding a passive investment in any Named Competitor, which (a) does not represent more than 5% of the aggregate amount of equity invested in that Named Competitor, (b) does not entitle the holder to more than 5% of any pro rata distribution of profits or capital made by that Named Competitor, (c) does not entitle the holder to exercise more than 5% of the votes exercisable at a general meeting of shareholders of that Named Competitor, (d) does not include and is not otherwise combined with any entitlement to appoint any directors, officers, observers or other representatives to any body or committee of that Named Competitor or any Affiliate of that Named Competitor (and no director, employee or other representative of the Investor concerned or any Affiliate of that Investor holds any position on any such body or committee as a matter of fact), and (e) is not in any way subject to any agreement or arrangement made between the Investor concerned or any Affiliate of that Person and any other shareholder of or investor in that Named Competitor; 10.3.2 This Article 10.3 shall not prohibit any Investor which is a fund of funds to make or hold a non-Controlling investment in a fund which in turn has an investment in a Named Competitor or otherwise engages in an activity that would constitute a breach of this Article 10.3 if that fund was an Investor; and 10.3.3 In the event that an Investor or an Affiliate of an Investor acts in breach of this Article 10.3: (a) Article 10.2.2 shall apply mutatis mutandis to the Investor concerned and to all other Investors which are Affiliated with that Investor (treating such Named Competitor as a Competing Enterprise thereunder); and (b) To the extent that the occurrence of such breach is not reasonably within the control of the Investor concerned, any of its Affiliates or any person Controlled by that Investor or by any of that Investor’s legitimate business interest as described Affiliates, no other remedies shall be available to the other Parties. In all other circumstances, unless such breach is promptly (and in any event within three (3) Business Days following its occurrence) and completely cured by the Investor or Investors concerned, the Investor or Investors concerned shall be considered in material breach of this Agreement and liable for all damages resulting therefrom, and the good and valuable consideration offered to the Optionee, the receipt and sufficiency of which is acknowledged, during the term of Optionee’s employment and for the one year beginning on the last day of the Optionee’s employment with the Company, whether terminated for any reason other Parties may seek specific enforcement or no reason, by the Optionee injunctive relief against such Investor or the Company, (the “Restricted Period”), the Optionee agrees and covenants not to engage in Prohibited Activity (as defined below) within the United States, or the geographical regions for which the Optionee provides services during the course of employment, whichever is larger. (i) For purposes of this non-compete clause, “Prohibited Activity” is activity in which the Optionee contributes the Optionee’s knowledge, directly or indirectlyInvestors, in whole or in part, as an associate, employer, owner, operator, manager, advisor, consultant, contractor, agent, partner, director, stockholder, officer, volunteer, intern, or any other similar capacity to an entity engaged in the same or similar business as the Employer Group, including those engaged in the business of manufacturing and distribution of doors, windows, trim, and other building supplies manufactured or distributed by the Employer Group. Prohibited Activity also includes activity that may require or inevitably require disclosure of trade secrets, proprietary information, or Confidential Informationaccordance with Article 11.8. (ii) Nothing herein shall prohibit the Optionee from purchasing or owning less than five percent (5%) of the publicly traded securities of any corporation, provided that such ownership represents a passive investment and that the Optionee is not a controlling person of, or a member of a group that controls, such corporation. (iii) This Section 7(c) does not, in any way, restrict or impede the Optionee from exercising protected rights to the extent that such rights cannot be waived by agreement or from complying with any applicable law or regulation or a valid order of a court of competent jurisdiction or an authorized government agency, provided that such compliance does not exceed that required by the law, regulation, or order.

Non-Competition. Because (i) During the Non-Compete Period, the Executive shall not, directly or indirectly through an intermediary, (A) solicit or encourage any client or customer of the Employer Groupor any Company Affiliate, or any person or entity who was a client or customer within 180 days prior to Executive’s legitimate business interest as described action, to terminate, reduce or alter in this Agreement and the good and valuable consideration offered a manner adverse to the Optionee, the receipt and sufficiency of which is acknowledged, during the term of Optionee’s employment and for the one year beginning on the last day of the Optionee’s employment Employer or any Company Affiliate any existing business arrangements with the Company, whether terminated for Employer or any reason Company Affiliate or no reason, by to transfer existing business from the Optionee Employer or the Company, (the “Restricted Period”), the Optionee agrees and covenants not any Company Affiliate to engage in Prohibited Activity (as defined below) within the United Statesany other person or entity, or the geographical regions for which the Optionee provides (B) provide services during the course of employment, whichever is larger. to any entity if (i) during the 12 months preceding such action more than 10% of the revenues of such entity and its affiliates is derived from any business from which the Employer or any Company Affiliate 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 or any Company Affiliate; provided, however, that following a Change in Control, this Section 7(d)(i)(B) 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 and does not otherwise violate any Company or Company Affiliate policy applicable to Executive. For purposes of this nonSection 7(d), a “client or customer” shall be limited to any actual borrower, customer or client of the Employer or any Company Affiliate (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, whether as an employee or consultant, to any entity during the Non-compete clauseCompete Period, “Prohibited Activity” is activity he will provide a copy of this Agreement to such entity, and such entity shall acknowledge to the Employer in which writing that it has read this Agreement. The Executive acknowledges that this covenant has a unique, very substantial and immeasurable value to the Optionee contributes Employer and Company Affiliates, that the Optionee’s knowledgeExecutive has sufficient assets and skills to provide a livelihood for the Executive while such covenant remains in force and that, directly or indirectlyas a result of the foregoing, in whole or in partthe event that the Executive breaches such covenant, as monetary damages would be an associate, employer, owner, operator, manager, advisor, consultant, contractor, agent, partner, director, stockholder, officer, volunteer, intern, or any other similar capacity to an entity engaged in the same or similar business as insufficient remedy for the Employer Group, including those engaged in and equitable enforcement of the business of manufacturing and distribution of doors, windows, trim, and other building supplies manufactured or distributed by the Employer Group. Prohibited Activity also includes activity that may require or inevitably require disclosure of trade secrets, proprietary information, or Confidential Informationcovenant would be proper. (ii) Nothing herein If the restrictions contained in Section 7(d)(i) shall prohibit the Optionee from purchasing or owning less than five percent (5%) of the publicly traded securities of be determined by any corporation, provided that such ownership represents a passive investment and that the Optionee is not a controlling person of, or a member of a group that controls, such corporation. (iii) This Section 7(c) does not, in any way, restrict or impede the Optionee from exercising protected rights to the extent that such rights cannot be waived by agreement or from complying with any applicable law or regulation or a valid order of a court of competent jurisdiction to be unenforceable by reason of their extending for too great a period of time or an authorized government agencyover too great a geographical area or by reason of their being too extensive in any other respect, provided that such compliance does not exceed that required by Section 7(d)(i) shall be modified to be effective for the law, regulation, or ordermaximum period of time for which it may be enforceable and over the maximum geographical area as to which it may be enforceable and to the maximum extent in all other respects as to which it may be enforceable.

Non-Competition. Because (a) Except (i) with respect to their ownership of interests in the Company and (ii) as permitted by this Section 10.03 or by Section 10.06, neither Comcast nor GE nor any of their respective Subsidiaries will engage in any Company Principal Business. This Section 10.03 shall cease to be applicable to any Person at such time as such Person is no longer a Subsidiary of Comcast or GE, as the case may be, and shall not apply to any Person that purchases assets, operations or a business from Comcast or GE, or one of their respective Subsidiaries, if such Person is not a Subsidiary of Comcast or GE, as the case may be, after such transaction is consummated. This Section 10.03 does not apply to any Subsidiary of GE or Comcast in which a Person who is not an Affiliate of GE or Comcast, as the case may be, holds equity interests and with respect to which GE or Comcast or another of their respective Subsidiaries, as applicable, has contractual or legal obligations (including fiduciary duties of representatives on the board of directors or similar body of such Subsidiary) existing as of the Employer Groupdate hereof that limit GE’s legitimate business interest or Comcast’s ability to impose on the subject Subsidiary a non-competition obligation such as described that in this Section 10.03. (b) Notwithstanding the provisions of Section 10.03(a), and without implicitly agreeing that the following activities would be subject to the provisions of Section 10.03(a), nothing in this Agreement and shall preclude, prohibit or restrict: (i) GE, or any of its Subsidiaries, from engaging in any manner in any (A) Financial Services Business, (B) Existing Business Activities, (C) GE De Minimis Business or (D) Satellite Business; or (ii) Comcast or any of its Subsidiaries, from engaging in any manner in any (A) Comcast Permitted Business or (B) Comcast De Minimis Business. (c) Notwithstanding the good and valuable consideration offered provisions of Section 10.03(a), GE or any of its Affiliates may make a Mixed Competing Business Acquisition; provided that if such acquisition would otherwise be prohibited by this Section 10.03, promptly following such acquisition, GE, or its Affiliate, as applicable, shall offer the Company in writing the opportunity to the Optioneeacquire, the receipt and sufficiency or invest in, directly or through a Subsidiary of which is acknowledged, during the term of Optionee’s employment and for the one year beginning on the last day of the Optionee’s employment with the Company, whether terminated for any reason the Company Principal Business acquired, or no reasoninvested in, by GE or its Affiliate in such Mixed Competing Business Acquisition. The writing pursuant to which such offer is made shall include a summary of the Optionee material terms of the offer, including the price of such offer. Such terms shall include (x) a price that reflects GE’s reasonable good faith determination of the portion of the aggregate purchase price paid by GE or its Affiliate in the Mixed Competing Business Acquisition that was attributable to the Company Principal Business included in such Mixed Competing Business Acquisition and (y) other commercially reasonable arms’ length terms. In the event that the Company disputes GE’s determination of price or the commercial reasonableness and arm’s length nature of the other terms included in such offer, the Company shall provide written notice to GE and the dispute shall be resolved by a mutually agreed upon appraiser (who shall be an independent third party with relevant expertise) pursuant to an appraisal process not to exceed 30 calendar days and conducted in New York, New York under the Commercial Arbitration Rules of the American Arbitration Association in effect at the time of the arbitration, except as they may be modified herein or by agreement of the parties. If an appraisal process is necessary and Comcast and GE do not mutually select and appoint such appraiser within five Business Days following delivery of the notice required pursuant to the preceding sentence, an appraiser shall be selected and appointed in the manner set forth in the final two sentences of Section 10.02(f). All fees and disbursements of the Appraiser shall be shared equally by Comcast and GE. (d) Promptly after making a written offer as set forth in Section 10.03(c) above (and in any event within 10 Business Days thereafter), GE shall provide the Company all material information available to GE with respect to the Company Principal Business. GE shall include in any third party confidentiality agreement entered into in connection with the proposed transaction subject to such offer a provision permitting GE to comply with its disclosure obligations under this Section 10.03(d). The Company shall have 10 Business Days from the later of (i) the date all such information is provided and (ii) the completion of any appraisal process conducted pursuant to Section 10.03(c) to decide whether to accept the offer. (e) If prior to the expiration of such 10 Business Day period the Company accepts such offer, the parties shall work together in good faith to complete the Company’s acquisition of, (or investment in, the “Restricted Period”Company Principal Business as soon as reasonably practicable, subject to receipt of required regulatory approvals. Notwithstanding the provisions in Section 4.10(a), the Optionee agrees and covenants GE Members may not exercise any rights they may have under Section 4.10(a) that would prohibit or otherwise impede such Company Principal Business acquisition or investment (including in connection with the incurrence of any Debt required to engage in Prohibited Activity (as defined below) within the United States, complete such acquisition or the geographical regions for which the Optionee provides services during the course of employment, whichever is largerinvestment). (f) If prior to the expiration of such 10 Business Day period the Company fails to accept such offer, and the ownership of the Company Principal Business by GE or its Affiliates would otherwise be prohibited by this Section 10.03, then GE or its Affiliate, as the case may be, shall be required to divest the Company Principal Business within a commercially reasonable period of time. (g) The Company’s decision whether to accept such offer (or to grant any consent to waive any rights of the Company in respect of such offer) shall be made by only those members of the Board designated by the Comcast Members. (h) This Section 10.03 shall terminate and be of no further force and effect upon the earlier of (i) For purposes of this non-compete clause, “Prohibited Activity” is activity in which the Optionee contributes the Optionee’s knowledge, Comcast and its Subsidiaries no longer holding (directly or indirectly, in whole ) any Units or in part, as an associate, employer, owner, operator, manager, advisor, consultant, contractor, agent, partner, director, stockholder, officer, volunteer, intern, or any other similar capacity to an entity engaged in the same or similar business as the Employer Group, including those engaged in the business of manufacturing and distribution of doors, windows, trim, and other building supplies manufactured or distributed by the Employer Group. Prohibited Activity also includes activity that may require or inevitably require disclosure of trade secrets, proprietary information, or Confidential Information. (ii) Nothing herein shall prohibit the Optionee from purchasing GE and its Subsidiaries no longer holding (directly or owning less than five percent (5%indirectly) of the publicly traded securities of any corporation, provided that such ownership represents a passive investment and that the Optionee is not a controlling person of, or a member of a group that controls, such corporationUnits. (iii) This Section 7(c) does not, in any way, restrict or impede the Optionee from exercising protected rights to the extent that such rights cannot be waived by agreement or from complying with any applicable law or regulation or a valid order of a court of competent jurisdiction or an authorized government agency, provided that such compliance does not exceed that required by the law, regulation, or order.

Non-Competition. Because of Except as otherwise provided in your Separate Agreement, if any (in which event such Separate Agreement, if any, shall control in all respects), you acknowledge that SC Inc. would not have issued to you the Employer Group’s legitimate business interest as described Restricted Shares but for the covenants contained in this Agreement Annex A (the “Restrictive Covenants”), which are made by you for the benefit of SC Inc. and the good Subsidiaries of SC Inc. and valuable consideration offered each of their respective Affiliates. Accordingly, you agree that the Restrictive Covenants shall apply to you as provided below (except as otherwise expressly set forth above): (i) For the Optionee, the receipt and sufficiency of which is acknowledged, during the term of Optionee’s employment and for the one year beginning on the last day of the Optionee’s employment with the Company, whether terminated for any reason or no reason, by the Optionee or the Company, period (the “Restricted Period”)) beginning on the date hereof and ending on the later to occur of (A) the first anniversary of the date on which your employment with SC LLC (or SC Inc., after the Optionee agrees Conversion) or any Subsidiary thereof is terminated or ceases to exist for any reason, and covenants (B) the second anniversary of the date on which any portion of the Restricted Shares first vests, you covenant and agree not to engage in Prohibited Activity (as defined below) within the United States, or the geographical regions for which the Optionee provides services during the course of employment, whichever is larger. (i) For purposes of this non-compete clause, “Prohibited Activity” is activity in which the Optionee contributes the Optionee’s knowledgeto, directly or indirectly, conduct, manage, operate, engage in whole or have an ownership interest in part, as an associate, employer, owner, operator, manager, advisor, consultant, contractor, agent, partner, director, stockholder, officer, volunteer, intern, any business or any enterprise (other similar capacity than the parties described in paragraph (a) of this Annex A for whom these Restrictive Covenants are expressly intended to an entity benefit) engaged in the same management and/or operation of any form of in-premises fitness-related training or similar business classes other than full-service health clubs and/or gyms; provided, however, that you may own, directly or indirectly, solely as the Employer Groupa passive investment, including those engaged in the business of manufacturing and distribution of doors, windows, trim, and other building supplies manufactured or distributed by the Employer Group. Prohibited Activity also includes activity that may require or inevitably require disclosure of trade secrets, proprietary information, or Confidential Information. (ii) Nothing herein shall prohibit the Optionee from purchasing or owning less than five percent (5%) of the publicly traded securities of any corporation, provided that such ownership represents a passive investment and that the Optionee is Person if you are not a controlling person of, or a member of a group that controls, such corporationPerson, and does not, directly or indirectly, own two percent (2%) or more of any class of securities of such Person. (ii) During the Restricted Period, you shall not, directly or indirectly, (A) solicit or encourage any employee, officer, or director of SC Inc. or any Subsidiaries of SC Inc. or any of their respective Affiliates, to leave the employment thereby; or (B) hire any employee or former employee or any officer or director of SC Inc., any Subsidiaries of SC Inc. or any of their respective Affiliates. (iii) This Section 7(c) does During the Restricted Period, you shall not, in directly or indirectly, solicit or encourage any wayPerson who is a supplier, restrict customer, client, distributor, or impede advertiser of the Optionee from exercising protected rights SC Inc., any Subsidiaries of SC Inc. or any of their respective Affiliates to discontinue such Person’s business relationship with the SC Inc., any Subsidiaries of SC Inc. or any of their respective Affiliates, as the case may be. (iv) The provisions of this paragraph (b) may be assigned by SC Inc. to the extent purchaser or other acquirer of SC Inc. or its assets or business (in which event the provisions of this paragraph (b) shall continue to be binding upon you and shall be enforceable by the purchaser or other acquirer). (v) You acknowledge that such rights can(a) you have had an opportunity to seek advice of counsel in connection with all of the provisions of this Equity Incentive Letter including, without limitation, the Restrictive Covenants contained herein; (b) the Restrictive Covenants are reasonable in scope and in all other respects; (c) any violation of the Restrictive Covenants will result in irreparable injury to the SC Inc., any Subsidiaries of SC Inc. and any of their respective Affiliates, as applicable; (d) money damages would not be waived by agreement or from complying with an adequate remedy to SC Inc., any applicable law or regulation or a valid order Subsidiaries of SC Inc. and any of their respective Affiliates, as applicable, in the event of a court breach or threatened breach of competent jurisdiction any of the Restrictive Covenants by you; and (e) specific performance in the form of injunctive relief would be an appropriate remedy in such case for SC Inc., any Subsidiaries of SC Inc. and any of their respective Affiliates, as applicable. If you breach or threaten to breach a Restrictive Covenant, SC Inc., any Subsidiaries of SC Inc. and any of their respective Affiliates, as applicable, shall be entitled, in addition to all other remedies, to an authorized government agencyinjunction restraining any such breach, provided that such compliance does not exceed that without any bond or other security being required by and without the law, regulation, or ordernecessity of showing actual damages.

Non-Competition. Because (a) For a period of five (5) years from the Employer Group’s legitimate Closing, Seller shall not, and shall cause each of its Affiliates not to, (i) directly or indirectly, develop, market or sell products in the United States similar in type to the Life & Annuity Contracts and the type of products sold by the Investment Adviser Subsidiaries or Broker/Dealer Subsidiaries immediately prior to the Closing Date, (ii) establish in the United States any new business interest as which engages in the activities described in this Agreement and the good and valuable consideration offered preceding clause (i) or (iii) license, transfer or otherwise convey in the United States any trademark of Seller or any of its Affiliates used by the Acquired Companies prior to the Optionee, the receipt and sufficiency of which Closing to any person that has indicated an intention to or is acknowledged, during the term of Optionee’s employment and for the one year beginning on the last day of the Optionee’s employment with the Company, whether terminated for any reason or no reason, by the Optionee or the Company, (the “Restricted Period”), the Optionee agrees and covenants not reasonably likely to engage in Prohibited Activity such activities (as defined below) within the United Statesactivities described in clauses (i)-(iii), or the geographical regions for which the Optionee provides services during the course of employment, whichever is larger“Competitive Activities”). (b) Notwithstanding anything to the contrary contained in this Section 4.20, Buyer hereby agrees that the foregoing covenant shall not be deemed to be breached as a result of: (i) For purposes the development, marketing or sale of this non-compete clauseproducts of a type not sold by the Acquired Companies (including the Investment Adviser Subsidiaries and Broker/Dealer Subsidiaries) at the time of the Closing; (ii) Competitive Activities conducted by Talbot Financial Corporation and its subsidiaries at the time of the Closing; (iii) any activities (whether Competitive Activities or otherwise) by any Person or business that merges with or acquires Seller or any of its Affiliates or any interest in either, “Prohibited Activity” whether through merger (whether forward, reverse or reverse triangular in structure), stock purchase, asset purchase or otherwise, so long as for the first year following the consummation of any such transaction, the directors of the Seller and its Affiliates (or any Persons designated by the Seller or its Affiliates) do not constitute a majority of the board of directors of the acquirer or the surviving company; (iv) the acquisition by Seller or its Affiliates of any Person or business that is activity engaged in which Competitive Activities, so long as the Optionee contributes Competitive Activities accounted for less than 35% of the Optionee’s knowledgeconsolidated revenues of such Person or business for the 12 months prior to such acquisition; or (v) the ownership by Seller or any of its Affiliates of (A) less than an aggregate of 5% of any class of stock of a Person engaged, directly or indirectly, in whole Competitive Activities; provided, that such stock is listed on a national securities exchange or is quoted on the National Market System of NASDAQ; (B) less than 5% in partvalue of any instrument of indebtedness of a Person engaged, as an associatedirectly or indirectly, employer, owner, operator, manager, advisor, consultant, contractor, agent, partner, director, stockholder, officer, volunteer, intern, in Competitive Activities; or (C) a Person or any other similar capacity to an entity engaged interest in the same a Person that engages, directly or similar business as the Employer Groupindirectly, including those engaged in the business Competitive Activities if such Competitive Activities account for less than 35% of manufacturing and distribution of doors, windows, trim, and other building supplies manufactured or distributed by the Employer Group. Prohibited Activity also includes activity that may require or inevitably require disclosure of trade secrets, proprietary information, or Confidential Informationsuch Person’s consolidated annual revenues. (iic) Nothing herein shall prohibit the Optionee from purchasing The parties hereto acknowledge that any damage caused to Buyer or owning less than five percent (5%) any of its Affiliates by reason of the publicly traded securities breach by Seller or any of any corporationits Affiliates of this Section 4.20 would cause irreparable harm that could not be adequately compensated for in monetary damages alone; therefore, provided that such ownership represents a passive investment and that the Optionee is not a controlling person of, or a member of a group that controls, such corporation. (iii) This Section 7(c) does noteach party agrees that, in addition to any way, restrict or impede the Optionee from exercising protected rights to the extent that such rights cannot be waived by agreement or from complying with any applicable other remedies at law or regulation or a valid order otherwise, Buyer and any of its Affiliates shall be entitled to an injunction issued by a court of competent jurisdiction restraining and enjoining any violation by Seller or an authorized government agencyany of its Affiliates of this Section 4.20 and Seller further agrees that it will stipulate to the fact that Buyer or any of its Affiliates, provided that as applicable, has been irreparably harmed by such compliance does violation and not exceed that required by oppose the law, regulation, or ordergranting of such injunction relief.

Non-Competition. Because Employee shall not, at any time while employed by the Company (other than as an employee of the Employer Group’s legitimate business interest as described in this Agreement Company and within the good and valuable consideration offered scope of his duties to the OptioneeCompany and in furtherance of the business and affairs of the Company), the receipt and sufficiency of which is acknowledged, during the term of Optionee’s employment and for the a period of one year beginning on following the last day of date upon which Employee ceases to be employed by the Optionee’s employment with the Company, whether terminated Company for any reason or no reason, by the Optionee or the Company, (the “Restricted Period”"Termination Date"), the Optionee agrees and covenants not to engage in Prohibited Activity (as defined below) within the United States, or the geographical regions for which the Optionee provides services during the course of employment, whichever is larger. (i) For purposes of this non-compete clause, “Prohibited Activity” is activity in which the Optionee contributes the Optionee’s knowledge, directly or indirectly, in whole for his own account or in partfor the account of others, as an associate, employer, owner, operatorofficer, managerdirector, shareholder, partner, member, employee, agent, advisor, consultant, contractormanager, agent, partner, director, stockholder, officer, volunteer, internlicensor, or in any other similar capacity capacity, engage, or be associated with, in any Restricted Field within the Restricted Area. For purposes of this Agreement: (1) Restricted Field shall mean the production, processing, sale, distribution, or providing of any Restricted Service. (2) Restricted Service shall mean any services or goods produced, sold, processed, distributed, or provided by the Company during the one year period ending on the Termination Date and which accounted for more than 10% of the Company's revenues for such year or specifically identified and planned by the Company during the one year period ending on the Termination Date and which was expected to account for more than 10% of the Company's revenues for such one year period (or, if there has not been a Termination Date, during the one year period immediately preceding the date with respect to which Employee's compliance with this Section is then being determined). As of the date hereof, the Restricted Services shall mean the provision of Internet access services, connectivity and other related services including, without limitation, wholesale Internet access services for Internet appliances to and other Internet service providers; and (3) Restricted Area shall mean all geographic areas where the Company has a point of presence, the United States of America and any other territory in which the Company is hereafter doing business. Employee shall not be deemed to have breached his covenant hereunder by accepting employment after the Termination Date with an entity engaged in the same a Restricted Field in a Restricted Area if: (i) Employee is employed only by a division, subsidiary, or similar business as the Employer Groupaffiliate of such entity, including those which division, subsidiary, or affiliate is not itself, directly or indirectly, engaged in the business of manufacturing and distribution of doorsany Restricted Field in any Restricted Area, windows, trim, and other building supplies manufactured or distributed by the Employer Group. Prohibited Activity also includes activity that may require or inevitably require disclosure of trade secrets, proprietary information, or Confidential Information. (ii) Nothing herein shall prohibit the Optionee from purchasing Employee does not provide any services, either directly or owning less than five percent (5%) of the publicly traded securities of indirectly, to any corporationdivision, provided that such ownership represents a passive investment and that the Optionee is not a controlling person ofsubsidiary, or a member affiliate of a group that controlssuch entity which is, such corporation. directly or indirectly, engaged in any Restricted Field in any Restricted Area, and (iii) This Section 7(c) does notsuch entity acknowledges in writing that it is aware of this Agreement and that it will not cause or permit Employee to breach any of the terms of this Agreement. Furthermore, in any way, restrict or impede the Optionee from exercising protected rights to the extent that such rights canEmployee shall not be waived deemed to have breached his covenant hereunder solely by agreement or from complying with any applicable law or regulation or a valid order reason of owning an equity interest of less than 5% of a court of competent jurisdiction or an authorized government agencypublicly held corporation, provided that such compliance does not exceed that required by the law, regulationpartnership, or orderother entity.

Non-Competition. Because During the term of the Employer Group’s legitimate business interest as described in this Agreement and the good and valuable consideration offered to the Optionee, the receipt and sufficiency of which is acknowledged, during the term of Optionee’s employment and for the one year beginning on the last day of the Optionee’s employment with the Company, whether terminated for any reason or no reason, by the Optionee or the Company, (the “Restricted Period”), the Optionee agrees and covenants not to engage in Prohibited Activity (as defined below) within the United Stateswhile Employee receives Severance Pay, or the geographical regions if longer, for which the Optionee provides services during the course a period of employment, whichever is larger. (i) For purposes of this non-compete clause, “Prohibited Activity” is activity in which the Optionee contributes the Optionee’s knowledge12 months following termination; Employee shall not, directly or indirectly: (a) Engage, and shall have no investment, involvement or other connection whatsoever, direct or indirect, with any corporation, partnership, proprietorship, individual or other business entity that is engaged, in whole or in part, in any line of business that is the same as, similar to or directly or indirectly in competition with the business of Employer, or its successors and assigns, as it is now, or as it may during Employee's employment be, conducted in North America ("Competing Entity"); provided that this provision shall not restrict the right of Employee to own less than one percent of the outstanding shares of capital stock in any company listed on a national or regional stock exchange, or whose stock is quoted on a NASDAQ market, regardless of the nature of the business. (b) Be or become a shareholder, partner or other investor, or an associateofficer, employer, owner, operator, manager, advisoremployee, consultant, contractoradviser or director or an agent (whether independent or otherwise) for any Competing Entity; provided that this provision shall not, agenthowever, partner, director, stockholder, officer, volunteer, internrestrict the right of Employee to own less than one percent of the outstanding shares of capital stock in any company listed on a national or regional stock exchange, or whose stock is quoted on a NASDAQ market, regardless of the nature of the business. (c) Solicit, either for himself or on behalf of any other similar Competing Entity, any "active customer of Employer" where an "active customer of Employer" is a person or entity who or which is or has been a customer of Employer at any time during the term of Employee's employment or during the two years preceding Employee's termination of employment. (d) Induce or attempt to influence any employee of Employer to terminate employment, except in his capacity as an officer of Employer. Employee acknowledges that Employer has been conducting its business in North America, and that the restrictive covenants assumed by Employee pursuant to an entity engaged in the same or similar business as the Employer Group, including those engaged in this Agreement are essential to the business of manufacturing Employer and distribution of doors, windows, trim, and other building supplies manufactured or distributed by the Employer Group. Prohibited Activity also includes activity that may require or inevitably require disclosure of trade secrets, proprietary information, or Confidential Informationits goodwill. (ii) Nothing herein shall prohibit the Optionee from purchasing or owning less than five percent (5%) of the publicly traded securities of any corporation, provided that such ownership represents a passive investment and that the Optionee is not a controlling person of, or a member of a group that controls, such corporation. (iii) This Section 7(c) does not, in any way, restrict or impede the Optionee from exercising protected rights to the extent that such rights cannot be waived by agreement or from complying with any applicable law or regulation or a valid order of a court of competent jurisdiction or an authorized government agency, provided that such compliance does not exceed that required by the law, regulation, or order.

Non-Competition. Because of At all times while the Employer Group’s legitimate business interest as described in this Agreement and Executive is employed by the good and valuable consideration offered to the Optionee, the receipt and sufficiency of which is acknowledged, during the term of Optionee’s employment Company and for the one year beginning on the last day of the Optionee’s employment with any Post- Employment Non-Compete Period (defined below) elected by the Company, whether terminated for any reason or no reason, by the Optionee or the Company, (the “Restricted Period”), the Optionee agrees and covenants not to engage in Prohibited Activity (as defined below) within the United States, or the geographical regions for which the Optionee provides services during the course of employment, whichever is larger. (i) For purposes of this non-compete clause, “Prohibited Activity” is activity in which the Optionee contributes the Optionee’s knowledgeExecutive shall not, directly or indirectly, engage in whole or have any interest in partany sole proprietorship, partnership, corporation or business or any other person or entity (whether as an associateemployee, employerofficer, ownerdirector, operator, manager, advisor, consultant, contractorpartner, agent, partnersecurity holder, directorcreditor, stockholderconsultant or otherwise) that directly or indirectly (or through any affiliated entity) engages in competition with the Company (based on the business in which the Company was engaged or was actively planning on being engaged as of the date of termination of the Employee’s employment and in the geographic areas in which the Company operated or was actively planning on operating as of date of termination of the Employee’s employment); provided that such provision shall not apply to the Executive’s ownership of Common Stock of the Company or the acquisition by the Executive, officersolely as an investment, volunteerof securities of any issuer that is registered under Section 12(b) or 12(g) of the Securities Exchange Act of 1934, internas 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 other similar capacity to an entity engaged system or automated dissemination of quotations of securities prices in the same or similar business common use, so long as the Employer GroupExecutive does not control, including those engaged in the business of manufacturing and distribution of doors, windows, trim, and other building supplies manufactured or distributed by the Employer Group. Prohibited Activity also includes activity that may require or inevitably require disclosure of trade secrets, proprietary information, or Confidential Information. (ii) Nothing herein shall prohibit the Optionee from purchasing or owning less than five percent (5%) of the publicly traded securities of any corporation, provided that such ownership represents a passive investment and that the Optionee is not acquire a controlling person of, interest in or become a member of a group that controlswhich exercises direct or indirect control or, more than five percent of any class of capital stock of such corporation. (iii) This Section 7(c) does not. As used herein, the “Post Employment Non- Compete Period” shall be any period up to one year immediately following the Termination Date that the Company may elect, in any wayits complete discretion, restrict or impede the Optionee from exercising protected rights to be subject to the extent that restrictive covenant set forth in this Section 6.1. For the avoidance of doubt, the Company may elect not to have any Post Employment Non-Compete Period apply. Within 10 days after the Termination Date, the Company shall notify Executive in writing whether or not it is electing to impose a Post Employment Non-Compete Period and, if applicable, the duration of any such rights cannot be waived by agreement or from complying with period. During any applicable law or regulation or a valid order of a court of competent jurisdiction or an authorized government agency, provided that such compliance does not exceed that required Post Employment Non-Compete Period elected by the lawCompany, regulationthe Company shall continue to pay Executive his Base Salary hereunder, or orderin the same amount and manner as if Executive was still employed by the Company.

Non-Competition. Because of the Employer Group’s legitimate business interest (a) Except as described set forth in this Agreement and for a period of five years following the good and valuable consideration offered to the Optionee, the receipt and sufficiency of which is acknowledged, during the term of Optionee’s employment and for the one year beginning on the last day of the Optionee’s employment with the Company, whether terminated for any reason or no reason, by the Optionee or the Company, Closing Date (the “"Restricted Period”)") AFG shall not, the Optionee agrees and covenants shall not to engage in Prohibited Activity permit any of its Post-Closing Subsidiaries. (as defined belowi) offer, issue or sell, directly or indirectly within the United States, personal automobile insurance written through independent agents; or (ii) employ, offer to employ or solicit with a view to employment any person employed by the geographical regions for which Company whose annual base salary exceeds $50,000; provided, that the Optionee provides services during foregoing will not prevent AFG from soliciting or hiring any such person if such person's employment has been terminated, without cause, by the course Company. (b) Notwithstanding any other provision of employmentthis Section 2 to the contrary, whichever neither AFG nor any of its Post-Closing Subsidiaries is larger.prohibited from: (i) engaging in any line of business in which it is engaged at completion of the Public Offering, including, without limitation, the offering of personal automobile insurance policies through Mid-Continent Casualty Company and its wholly-owned subsidiaries ("Mid-Continent"), but only within those states where Mid-Continent is offering personal automobile insurance policies at the time of the completion of the Public Offering; or (ii) acquiring an interest in any Person engaged in any line of business except for acquisitions of controlling interests, whether in a single transaction or series of transactions, in any Person or Persons with, in the aggregate, $100,000,000 or more in gross annual written premiums, or, with respect to one Person, 50% or more of its gross revenues (excluding investment income and realized investment gains and losses), attributable to the writing of personal automobile insurance based on the most recent full fiscal year for which financial statements are available (a "PERMITTED ACQUIREE"), provided further, however, that AFG and any of its Post-Closing Subsidiaries may acquire a controlling interest in a Person that is not a Permitted Acquiree if AFG or such Post-Closing Subsidiary promptly divests the personal automobile insurance operations of such Person. For purposes of this nonAgreement, a "controlling interest" in a Person means having the power to direct or cause the direction of management and policies of such Person through the ownership of voting securities. (c) Section 2(a)(i) and (ii) shall also be binding upon any person who has a controlling interest in AFG as of the Closing Date until such time, however, that the person ceases to have a controlling interest in AFG. AFG shall cause each such person to comply with the terms and conditions hereof. (d) Section 2(a)(i) and (ii) shall not be binding upon a Post-compete clauseClosing Subsidiary of AFG after the time such Person ceases to be a Post-Closing Subsidiary of AFG. For avoidance of doubt, “Prohibited Activity” is activity in Section 2(a)(i) and (ii) also does not apply to any person which on or after the Optionee contributes Closing Date becomes an Affiliate (other than a Post-Closing Subsidiary) of AFG, including any person that acquires all or substantially all of the Optionee’s knowledgecapital stock or assets of AFG. (e) The Company and AFG agree that money damages alone would not be a sufficient remedy for any breach of this Section 2 by AFG, directly or indirectly, in whole or in part, as an associate, employer, owner, operator, manager, advisor, consultant, contractor, agent, partner, director, stockholder, officer, volunteer, internits Post-Closing Subsidiaries, or any person having a controlling interest in AFG, and that, in addition to all other similar capacity to an entity engaged in the same or similar business as the Employer Groupremedies, including those engaged in monetary relief, the business of manufacturing Company shall be entitled to specific performance and distribution of doors, windows, trim, and injunctive or other building supplies manufactured or distributed by the Employer Group. Prohibited Activity also includes activity that may require or inevitably require disclosure of trade secrets, proprietary information, or Confidential Informationequitable relief as a remedy for any such breach. (ii) Nothing herein shall prohibit the Optionee from purchasing or owning less than five percent (5%) of the publicly traded securities of any corporation, provided that such ownership represents a passive investment and that the Optionee is not a controlling person of, or a member of a group that controls, such corporation. (iii) This Section 7(c) does not, in any way, restrict or impede the Optionee from exercising protected rights to the extent that such rights cannot be waived by agreement or from complying with any applicable law or regulation or a valid order of a court of competent jurisdiction or an authorized government agency, provided that such compliance does not exceed that required by the law, regulation, or order.

Non-Competition. Because of At all times while the Employer Group’s legitimate business interest as described in this Agreement and Executive is employed by the good and valuable consideration offered to the Optionee, the receipt and sufficiency of which is acknowledged, during the term of Optionee’s employment Company and for the one year beginning on the last day of the Optionee’s employment with the Company, whether terminated for any reason or no reason, by the Optionee or the Company, (the “Restricted Period”), the Optionee agrees and covenants not to engage in Prohibited Activity (as defined below) within the United States, or the geographical regions for which the Optionee provides services during the course of employment, whichever is larger. a period of: (i) For purposes two (2) years after any termination of the Executive’s employment for Cause or the Executive’s termination of his employment without Good Reason; (ii) the lesser of one (1) year or the remainder of the Term after any termination of the Executive’s employment by the Company without Cause or the Executive’s termination for Good Reason; and (iii) one (1) year following the non-renewal of this non-compete clauseAgreement or any termination pursuant to Section 5, “Prohibited Activity” is activity in which the Optionee contributes the Optionee’s knowledgeExecutive shall not, directly or indirectly, engage in whole or have any interest in part, any person (whether as an associateemployee, employerofficer, ownerdirector, operator, manager, advisor, consultant, contractorpartner, agent, partnersecurity holder, directorcreditor, stockholderconsultant or otherwise) that directly or indirectly (or through any affiliated entity) competes with the Company’s Business (as defined below); provided that such provision shall not apply to the Executive’s ownership of securities of the Company or the acquisition by the Executive, officersolely as an investment, volunteerof securities of any issuer that is registered under Section 12(b) or 12(g) of the Securities Exchange Act of 1934, internas 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 other similar capacity to an entity engaged system or automated dissemination of quotations of securities prices in the same or similar business common use, so long as the Employer GroupExecutive does not control, including those engaged in the business of manufacturing and distribution of doors, windows, trim, and other building supplies manufactured or distributed by the Employer Group. Prohibited Activity also includes activity that may require or inevitably require disclosure of trade secrets, proprietary information, or Confidential Information. (ii) Nothing herein shall prohibit the Optionee from purchasing or owning less than five percent (5%) of the publicly traded securities of any corporation, provided that such ownership represents a passive investment and that the Optionee is not acquire a controlling person of, interest in or become a member of a group that controlswhich exercises direct or indirect control of, more than five percent of any class of capital stock of such corporation. (iii) This issuer. For purposes of this Section 7(c) does not6.1, the term “Business” shall mean the Business and any other business in any way, restrict or impede which the Optionee from exercising protected rights Company is engaged prior to the extent that such rights cannot be waived by agreement or from complying with any applicable law or regulation or a valid order delivery of a court notice of competent jurisdiction or an authorized government agency, provided that such compliance does not exceed that required termination by the law, regulation, Company or orderthe Executive hereunder and which business the Company is engaged at the date of termination of the Executive’s employment.

Non-Competition. Because Executive covenants and agrees that during the period commencing on the Consolidation and ending on the six month anniversary of the Employer Group’s legitimate business interest as described in this Agreement and the good and valuable consideration offered to the Optionee, the receipt and sufficiency of which is acknowledged, during the term of Optionee’s employment and for the one year beginning on the last day of the Optionee’s employment with the Company, whether terminated for any reason or no reason, by the Optionee or the Company, Termination Date (the “Restricted Period”), Executive shall not, directly or indirectly (individually, or through or on behalf of another entity as owner, partner, agent, employee, consultant, or in any other capacity), engage, participate or assist, as an owner, partner, employee, consultant, director, officer, trustee or agent in any element of the Optionee agrees and covenants not to engage in Prohibited Activity Business (as defined below) within (other than in connection with Executive’s services to, and ownership interests in, the United StatesCompany Group); provided, or however, the geographical regions for which the Optionee provides services during the course of employmentforegoing restrictions shall not prohibit Executive from (x) engaging in any activities permitted under Section 3(c), whichever is larger. (iy) For purposes of this non-compete clause, “Prohibited Activity” is activity in which the Optionee contributes the Optionee’s knowledge, directly or indirectly, in whole or in part, acquiring as an associate, employer, owner, operator, manager, advisor, consultant, contractor, agent, partner, director, stockholder, officer, volunteer, intern, or any other similar capacity to an entity engaged in the same or similar business as the Employer Group, including those engaged in the business of manufacturing and distribution of doors, windows, trim, and other building supplies manufactured or distributed by the Employer Group. Prohibited Activity also includes activity that may require or inevitably require disclosure of trade secrets, proprietary information, or Confidential Information. (ii) Nothing herein shall prohibit the Optionee from purchasing or owning less investment securities representing not more than five one percent (51%) of the publicly traded outstanding voting securities of any corporationpublicly held corporation engaged in the Business or from indirectly acquiring securities of any company engaged in the Business as a result of being a passive investor in any mutual fund, provided hedge fund, private equity fund, or similar pooled account so long as Executive’s interest therein is less than one percent (1%) and he has no role in selecting, managing or advising with respect to investments thereof, or (z) providing services to a subsidiary, division or unit of any entity that engages in the Business so long as Executive and such ownership subsidiary, division or unit does not engage in the Business so long as Executive provides written notice to the Company at least ten (10) business days prior to the commencement of providing any services to such subsidiary, division or unit. For the purposes of this Section 6(c), the “Business” shall mean the acquisition, development, management, leasing or financing of any office or retail real estate property located in New York County, New York, Fairfield County, Connecticut, Westchester County, New York, and any other geographic area in which the Company engages in such activities and any business activity that represents a passive investment and significant portion of the business activity of the Company (measured as at least ten percent (10%) of the Company’s revenues on a trailing 12-month basis); provided, however, that the Optionee (i) if Executive is not a controlling person of, directly or a member of a group that controls, such corporation. (iii) This Section 7(c) does not, indirectly engaged in any waybusiness activity before the Company engages in such business activity, restrict or impede Executive and the Optionee from exercising protected rights Company shall negotiate in good faith to resolve such conflict prior to the extent that Company treating such rights canconflict as a violation of this Section 6(c) and (ii) Executive shall not be waived by agreement or permitted to commence any new business activity if the Company previously engaged in such activity regardless of whether the revenues from complying with any applicable law or regulation or a valid order of a court of competent jurisdiction or an authorized government agency, provided that such compliance does not exceed that required by activity exceeds the law, regulation, or orderten percent (10%) threshold.

Non-Competition. Because Without the express prior written consent of the Employer Group’s legitimate business interest as described Majority Initial Class A Holders, neither GM nor any of its Subsidiaries shall, at any time, (a) in this Agreement and the good and valuable consideration offered to the Optionee, the receipt and sufficiency United States of which is acknowledgedAmerica, during the term of Optionee’s employment and for five-year period immediately following the one year beginning on the last day Effective Date, or (b) in any country outside of the Optionee’s employment with the Company, whether terminated for any reason or no reason, by the Optionee or the Company, (the “Restricted Period”), the Optionee agrees and covenants not to engage in Prohibited Activity (as defined below) within the United States, or the geographical regions for which the Optionee provides services during the course States of employment, whichever is larger. (i) For purposes of this non-compete clause, “Prohibited Activity” is activity America in which the Optionee contributes Company and its Subsidiaries actively operate as of the Optionee’s knowledgeEffective Date, during the three-year period immediately following the Effective Date, directly or indirectly, in whole manage or in part, as an associate, employer, owner, operator, manager, advisor, consultant, contractor, agent, partner, director, stockholder, officer, volunteer, intern, or control any other similar capacity to an entity Person engaged in any material respect in any Competing Business; provided, however, that the same or similar business as the Employer Group, including those engaged in the business ownership of manufacturing and distribution of doors, windows, trim, and other building supplies manufactured or distributed by the Employer Group. Prohibited Activity also includes activity that may require or inevitably require disclosure of trade secrets, proprietary information, or Confidential Information. (ii) Nothing herein shall prohibit the Optionee from purchasing or owning less securities representing no more than five percent (5%) of the publicly traded securities outstanding voting power of any corporationPerson, which securities are listed on any securities exchange or traded actively in an over-the-counter market, shall not be deemed to violate the provisions of this sentence; provided, further, that GM or any of its Subsidiaries may hereafter purchase the equity or assets of any Entity engaged in a Competing Business if less than ten percent (10%) of the aggregate gross revenues of such Entity for its most recently completed fiscal year were derived from the Competing Business (and GM or any of its Subsidiaries may hereafter acquire a controlling interest in any Entity that is engaged in a Competing Business, even if more than ten percent (10%) of the aggregate gross revenues of such enterprise for its most recently completed fiscal year were derived from a Competing Business, so long as GM or such Subsidiary, as applicable, shall divest, as soon as reasonably practicable (and in any event within one year of the date of acquisition), its interest in such Entity relating to the Competing Business, provided that such ownership represents GM shall provide the Company with a passive investment and that the Optionee is not a controlling person of, or a member right of a group that controls, such corporation. (iii) This Section 7(c) does not, in any way, restrict or impede the Optionee from exercising protected rights first offer with respect to the extent that divestiture of such rights cannot interest (the mechanics of which shall be waived by agreement or from complying with any similar to those applicable law or regulation or a valid order to the right of a court of competent jurisdiction or an authorized government agencyfirst offer contained in Section 9.2 (as in effect on the Effective Date), provided that such compliance does not exceed that required except as may be otherwise agreed to by the law, regulation, or orderMajority Initial Class A Holders and GM).

Non-Competition. Because of the Employer Group’s legitimate business interest as described in this Agreement and the good and valuable consideration offered (a) Except to the Optioneeextent permitted by paragraph (b) below, without the receipt and sufficiency prior written consent of which is acknowledgedPurchaser, during for a period of two (2) years after the term of Optionee’s employment and for the one year beginning on the last day of the Optionee’s employment with the Company, whether terminated for any reason or no reason, by the Optionee or the Company, Closing (the “Restricted Period”), the Optionee agrees and covenants not to engage in Prohibited Activity (as defined below) within the United States, none of Seller or the geographical regions for which the Optionee provides services during the course any of employment, whichever is larger. (i) For purposes of this non-compete clause, “Prohibited Activity” is activity in which the Optionee contributes the Optionee’s knowledgeits Affiliates shall engage, directly or indirectly, in whole the discount retail securities brokerage business including through an online distribution channel, excluding the offering of an online securities brokerage facility as part of a diversified suite of products offered solely to Customers of depository institutions Affiliated with the Seller and not on a stand-alone basis (the “Restricted Business”), anywhere in the Territory or, directly or in partindirectly, as own an associateinterest in, employermanage, owneroperate, operator, manager, advisor, consultant, contractor, agent, partner, director, stockholder, officer, volunteer, interncontrol, or otherwise, directly or indirectly, engage in the ownership, management, operation or control of, any other similar capacity to an entity Person engaged in the same or similar business as the Employer Group, including those engaged Restricted Business in the Territory. (b) The restrictions set forth in Section 5.16(a) shall not be construed to prohibit or restrict any Person from acquiring Seller or any of its Affiliates, nor shall they be construed to prohibit or restrict Seller or any of its Affiliates from: (i) offering asset management products or conducting its investment advisory business of manufacturing and distribution of doors, windows, trim, and other building supplies manufactured or distributed by in the Employer Group. Prohibited Activity also includes activity that may require or inevitably require disclosure of trade secrets, proprietary information, or Confidential Information.ordinary course; (ii) Nothing herein shall prohibit providing banking or back-office services in support of another entity that is engaged in the Optionee from purchasing Restricted Business so long as such services are provided in a manner that does not give the impression that the provider of such banking or back-office services is itself engaged in the Restricted Business; (iii) acquiring, or otherwise combining with, during the Restricted Period, any diversified business engaged in the Restricted Business with non-Affiliated Persons, as long as during each year of the Restricted Period, the percentage of revenues of such business attributable to such Restricted Business during the preceding fiscal year represents less than thirty percent (30%) of such business’s total revenues during such period (based on such business’s latest financial statements); (iv) merging or otherwise entering into a business combination with a Canadian financial institution (or a holding company therefor) having equity securities listed on a securities exchange; (v) owning less securities having no more than five percent (5%) of the publicly outstanding voting power of any Person engaged in the Restricted Business which are listed on any national securities exchange or traded actively in the national over-the-counter market or owning securities of any corporationPerson in the ordinary course of its brokerage business so long as Seller or such Affiliate has no other involvement with such Person other than in the ordinary course of its business; (vi) operating its business (excluding the Company) as it is being conducted as of the date hereof; (vii) acting as a fiduciary or nominee for any trust or similar account holding, provided directly or indirectly, equity securities of an entity that such ownership represents engages in or includes a passive investment and that Restricted Business; or (viii) offering any product or service to Canadian nationals residing in the Optionee is not a controlling person of, or a member of a group that controls, such corporationTerritory. (c) Notwithstanding anything contained in this Section 5.16, the provisions of Section 5.16(a) and (d) shall not apply to the surviving entity in any merger or business combination described in Section 5.16(b)(iv) or such surviving entity’s Affiliates. (d) For a period of three (3) years after the Closing, none of Seller or any of its Affiliates will (and Seller shall caused its controlled Affiliated not to), directly or indirectly, use any customer lists, customer prospect information or information with respect to Customers developed by or for the use of the Company or obtained from information provided by the Company, for any purpose, including to (i) induce any Person that is a customer of the Company as of the date hereof or as of the Closing Date (a “Customer”) to patronize any business engaged in the Restricted Business; (ii) canvass, solicit, or accept from any Customer, any such business; or (iii) This request or advise any Customer or vendor of the Company to withdraw, curtail or cancel any such Customer’s or vendor’s business with the Company that constitutes Restricted Business; provided, however, that the restrictions set forth in this Section 7(c5.16(c) does notshall not be construed to prohibit or restrict (x) any general solicitation or advertisement originating outside of, in and not specifically targeted to or reasonably expected to target, the Territory, (y) continuing to service, except with respect to the Restricted Business, consistent with past practice, Customers of both the Company and Seller or its Affiliates or (z) offering services to any way, restrict employee of Seller or impede the Optionee from exercising protected rights any of its Affiliates to the extent that such rights canservices are generally available to employees of Seller or its Affiliates. (e) For a period of two (2) years after the Closing, Seller will not in any way, directly or indirectly, (i) solicit for employment, or knowingly permit any Affiliate to solicit for employment, any officer or employee who was employed by the Company as of the Closing Date and continue to be waived employed by agreement the Company after the Closing Date, or from complying in any manner seek to induce any such person to leave the employ of Purchaser or the Company or (ii) hire for employment, or knowingly permit any Affiliate to hire for employment, any officer or any management or sales employee or any other employee who at the Closing is compensated at a base salary of $75,000 or more and in each case who was employed by the Company as of the Closing Date or at any time during the six (6) months prior to the Closing Date, except for employees terminated by the Purchaser or the Company following the Closing. (f) If Seller or any of its Affiliates breaches, or threatens to commit a breach of, any of the provisions of this Section 5.16 (the “Restrictive Covenants”), the Company and Purchaser shall have the right and remedy (upon compliance with any applicable necessary prerequisites imposed by Law upon the availability of such remedies), to have the Restrictive Covenants specifically enforced (without posting any bond) by any court having equity jurisdiction, including, without limitation, the right to an entry against Seller or any of its Affiliates of restraining orders and injunctions (preliminary, mandatory, temporary and permanent) against violations, threatened or actual, and whether or not then continuing, of such covenants, it being acknowledged and agreed that any such breach or threatened breach will cause irreparable injury to the Company and Purchaser and that money damages will not provide adequate remedy to the Company and Purchaser. This right and remedy shall be in addition to, and not in lieu of, any other rights and remedies available to the Company and Purchaser under law or regulation in equity. (g) If any court determines that any of the Restrictive Covenants, or a valid order any part thereof, is invalid or unenforceable, the remainder of a the Restrictive Covenants shall not thereby be affected and shall be given full effect, without regard to the invalid portions. In addition, if any court of competent jurisdiction any one or an authorized government agencymore of jurisdictions holds the Restrictive Covenants wholly or partially unenforceable, provided it is the intention of the Company, Purchaser and Seller that such compliance does determination not exceed bar or in any way affect the Company’s and Purchaser’s rights to the relief provided above in the courts of any other jurisdiction as to breaches of such Restrictive Covenants in such other jurisdictions. (h) From and after the date hereof, Purchaser agrees that required it and its Affiliates will not, directly or indirectly, use any customer lists, customer prospect information or information with respect to Customers developed by or for the use of the Company, or obtained from information provided by the lawCompany, regulation, or orderto solicit any Customer that has an Excluded Account (and has no other continuing business relationship with the Company as of the date hereof) for any securities brokerage business.

Non-Competition. Because During the term of the Employer Group’s legitimate business interest as described in this Agreement and the good for a period of --------------- six (6) months thereafter, Employee covenants and valuable consideration offered to the Optionee, the receipt and sufficiency of which is acknowledged, during the term of Optionee’s employment and for the one year beginning on the last day of the Optionee’s employment agrees with the Company, whether terminated for any reason or no reason, by the Optionee or the Company, (the “Restricted Period”), the Optionee agrees and covenants not to engage in Prohibited Activity (as defined below) within the United States, or the geographical regions for which the Optionee provides services during the course of employment, whichever is larger. (i) For purposes of this non-compete clause, “Prohibited Activity” is activity in which the Optionee contributes the Optionee’s knowledgeCompany that he shall not, directly or indirectly, conduct, provide financial assistance to (whether through a loan or otherwise), act as an independent contractor, hold an equity or profit sharing interest in whole (except for ownership of less than 1% of the outstanding share in a company whose stock is publicly traded), in any manner have a business interest in, be employed by, or in partany other manner take part in, any commodity or securities brokerage business or other business in the United States of America which is competitive with the business of the Company as such business is conducted during the term of this Agreement except that Employee at all times after the term of this Agreement may execute orders as a floor broker and trade for his own account and, in addition, may function as a commodity trading advisor, pool operator or introducing broker subject to the restrictions set forth in the next sentence of this paragraph and provided that Employee clears all commodity trades which are affected in connection with Employee's activities as a commodity trading advisor, pool operator or introducing broker through the Company so long as the Company has the ability to clear such trades and does not charge more than for such clearing functions than the rates otherwise available to Employee. Provided, however, this provision number 6 shall not be applicable to Employee should Employee function solely as an associateattorney in any capacity relating to or connected with the futures industry. During the term of this Agreement and for a period of eighteen (l8) months thereafter, employerEmployee covenants and agrees with the Company that he shall not, ownerdirectly or indirectly; (a) solicit or provide commodity or securities brokerage services to any persons or entities that are or were during the period by this sentence customers of the Company, operatoreither as an employee, manager, advisoragent, consultant, licensee, independent contractor, agent, partner, director, stockholder, officer, volunteer, internowner or otherwise, or (b) solicit for employment or employ any other similar capacity persons who are or were during the period covered by this sentence employees of the company. In the event that the term of Employee's employment hereunder shall not be extended by the Company beyond the term provided for in paragraph 2 hereof on terms (including compensation) substantially equivalent to the terms set forth in this Agreement except by reason of a termination for "good cause" as defined in paragraph 2 hereof, Employee shall receive severance pay of $100,000 in a lump sum payment at the time of such termination. Employee shall remain subject to the provisions contained in this paragraph 6 for the full periods specified herein. In the event that the Company offers to extend the term of Employee's employment hereunder on substantially equivalent terms and Employee does not accept such offer, Employee's obligations pursuant to the first sentence of this paragraph 6 shall cease and be of no further force and effect provided, however, if the Company shall pay Employee in a lump sum payment, an entity engaged amount equal to 50% of Employee's annual base salary, Employee shall remain subject to the provisions contained in the same or similar business as first sentence of this paragraph 6 for the Employer Groupfull six month period specified therein. In the event, including those engaged that Employee voluntarily terminates his employment hereunder, Employee's obligations pursuant to the first sentence of this paragraph 6 shall cease and be of no further force and effect; provided, however, if the company shall pay Employees in a lump sum payment, an amount equal to 50% of Employee's annual base salary, Employee shall remain subject to the provisions contained in the business first sentence of manufacturing and distribution of doors, windows, trim, and other building supplies manufactured or distributed by this paragraph 6 for the Employer Group. Prohibited Activity also includes activity that may require or inevitably require disclosure of trade secrets, proprietary information, or Confidential Informationfull six month period specified therein. (ii) Nothing herein shall prohibit the Optionee from purchasing or owning less than five percent (5%) of the publicly traded securities of any corporation, provided that such ownership represents a passive investment and that the Optionee is not a controlling person of, or a member of a group that controls, such corporation. (iii) This Section 7(c) does not, in any way, restrict or impede the Optionee from exercising protected rights to the extent that such rights cannot be waived by agreement or from complying with any applicable law or regulation or a valid order of a court of competent jurisdiction or an authorized government agency, provided that such compliance does not exceed that required by the law, regulation, or order.

Non-Competition. Because of the Employer Group’s legitimate business interest as described in this Agreement and the good and valuable consideration offered to the OptioneeA. The Executive shall not, the receipt and sufficiency of which is acknowledged, at any time during the term period from the Effective Date through the date that is twelve (12) months following the Date of Optionee’s employment and for the one year beginning on the last day of the Optionee’s employment with the Company, whether terminated for any reason or no reason, by the Optionee or the Company, Termination (the “Restricted Noncompete Period”), the Optionee agrees and covenants not to engage in Prohibited Activity (as defined below) within the United States, or the geographical regions for which the Optionee provides services during the course of employment, whichever is larger. (i) For purposes of this non-compete clause, “Prohibited Activity” is activity in which the Optionee contributes the Optionee’s knowledge, directly or indirectly, in whole whether on his own or in partassociation with others, (a) render any services to, manage, operate, control or act in any capacity for (whether as an associate, employer, owner, operator, manager, advisor, consultant, contractor, agenta principal, partner, director, stockholder, officer, volunteermember, internemployee, consultant, advisor, independent contractor, owner, investor or otherwise), or (b) acquire any equity interest of any type, in any Person that engages in (either directly or through any subsidiary or affiliate thereof) extraction, cultivation, genetics formation, distribution, retail, marketing or testing (each, an “Industry Segment”) in the botanical cannabinoid industries or any business the Company (x) has spent significant time or resources analyzing for the purposes of assessing expansion opportunities and (y) in good faith, reasonably expects to commit material financial or other resources to pursue within six months following the Effective Date and through the Date of Termination (the “Restricted Business”), in each case in Australia, Brazil, Colombia, Portugal, Germany or any other similar capacity to an entity engaged country in which the Company derived more than 10% of its aggregate consolidated revenues in the same or similar business as most recent fiscal year, other than the Employer GroupUnited States and Canada in which case (x) and (y) would be applicable (each such country, including those engaged a “Geographical Jurisdiction”). Notwithstanding the foregoing, the Executive shall not be restricted from (i) continuing to invest in, participate in the business of manufacturing and distribution of doorsprovide services to Silver Swan LLC, windowsSilver Swan Capital, trimLLC and their respective affiliates, and other building supplies manufactured or distributed by the Employer Group. Prohibited Activity also includes activity that may require or inevitably require disclosure of trade secrets, proprietary information, or Confidential Information. (ii) Nothing herein shall prohibit providing services to a Person that engages in the Optionee from purchasing Restricted Business if such Person is not a competitor of the Company in the Geographical Jurisdiction and Industry Segment in which the Executive provides such services (e.g., Participant would be permitted to provide services to a retailer of botanical cannabinoids in Colombia if (x) the Company does not conduct operations as a retailer of botanical cannabinoids in Colombia but conducts other operations in Colombia), (iii) providing services to a diversified Person or a Person that operates in multiple jurisdictions if the Restricted Business of such Person in the Geographical Jurisdictions did not produce more than 10% of the aggregate consolidated revenues of such diversified Person in the most recent fiscal year, (iv) providing services to or acquiring any interest in an investment fund that invests in the cannabis sector; so long as such services do not involve an investment in the Restricted Business in the Geographical Jurisdiction and Industry Segment in which the Executive provides such services, or (v) owning less than five percent (5%) % of the publicly traded any class of equity securities of any corporationPerson, provided that such ownership represents a passive investment and that neither the Optionee is not a controlling person of, or a member Executive nor any group of a group that controls, such corporation. (iii) This Section 7(c) does not, persons including the Executive in any way, restrict either directly or impede indirectly, manages or exercises control of such corporation, guarantees any of its financial obligations, otherwise takes any part in its business, other than exercising the Optionee from exercising protected Executive’s rights as an equityholder, or seeks to do any of the foregoing. As used in this Section 10, the term “Company” shall mean the Company and its subsidiaries. B. In the event the Executive’s employment is terminated by the Executive without Good Reason or upon Non-Renewal where the Executive has provided the Notice of Non-Renewal of this Agreement to the extent Company in accordance with Section 2, and the Executive returns an executed Release to the Company, which becomes final, binding and irrevocable within sixty (60) days following the Executive’s Date of Termination in accordance with Section 8 of this Agreement, as consideration for and conditioned upon the Executive’s compliance with Section 10.A, the Company shall pay the Executive the Executive’s Base Salary (without regard to any reduction in Base Salary that such rights cannot be waived by agreement or from complying constitutes Good Reason) in accordance with any applicable law or regulation or a valid order the Company’s payroll practices for the duration of a court the Noncompete Period following the Date of competent jurisdiction or an authorized government agency, Termination; provided that such compliance the Company may, in its sole discretion, and at any point during the Noncompete Period upon notice to the Executive, waive its rights under Section 10.A for any then-remaining portion of the Noncompete Period, in which case the Executive shall not receive payments pursuant to this Section 10.B for any portion of the Noncompete Period during which Section 10.A does not exceed that required by the law, regulation, or orderapply.

Non-Competition. Because For a period of eighteen (18) months from the Employer Group’s legitimate Closing Date (the “Non-Competition Period”), Seller shall not, and shall cause its Subsidiaries (other than the Transferred Subsidiaries) not to, directly or indirectly, anywhere in the United States or within any other geographical area or territory in the world where the Business is presently being conducted, engage in the business interest as described in this Agreement of owning, licensing, developing, marketing, manufacturing, producing, selling or distributing intelligent bandwidth management solutions software and related products and services currently constituting the good and valuable consideration offered to the Optionee, the receipt and sufficiency of which is acknowledged, during the term of Optionee’s employment and for the one year beginning on the last day of the Optionee’s employment with the Company, whether terminated for any reason or no reason, by the Optionee or the Company, Business (the “Restricted PeriodBusiness”); provided, however, that in no event shall the Optionee agrees and covenants not Restricted Business be deemed to engage in Prohibited Activity include the IQ Stream Business or any extension thereof. Notwithstanding the foregoing, nothing herein shall prohibit Seller or any of its Subsidiaries (as defined belowother than the Transferred Subsidiaries) within the United States, or the geographical regions for which the Optionee provides services during the course of employment, whichever is larger. from (i) For purposes owning shares of this non-compete clauseany class of securities of Tejas Networks India Private Limited or any successor thereto representing not more than fifteen percent (15%) of the outstanding equity interests thereof (not taking into account any reduction in outstanding equity interests due to any stock buyback or otherwise), “Prohibited Activity” (ii) being a passive owner of not more than three percent (3%) of the outstanding shares of any class of securities of a Person that, directly or indirectly, engages in the Restricted Business, (iii) performing services for, licensing patents to or receiving services from Buyer or any of its Affiliates pursuant to the Related Agreements, (iv) acquiring, and after such acquisition, owning an interest in another Person (or its successor) who is activity in which the Optionee contributes the Optionee’s knowledgeengaged, directly or indirectly, in whole the Restricted Business if such Restricted Business generated less than the lesser of Seven Million Five Hundred Thousand Dollars ($7,500,000.00) of total consolidated annual revenues and fifteen percent (15%) of such Person’s total consolidated annual revenues, in the last completed fiscal year; provided, that Seller sells, terminates or in part, as an associate, employer, owner, operator, manager, advisor, consultant, contractor, agent, partner, director, stockholder, officer, volunteer, internotherwise disposes of such Restricted Business within one (1) year, or (v) selling products to, servicing, soliciting or receiving products or services from or otherwise engaging in any other similar capacity to an entity commercial activities with (in each case, in the ordinary course of business) a Person engaged in the same Restricted Business or similar business any customer, supplier, licensor or licensee of the Restricted Business or Buyer so long as the Employer Group, including those engaged neither Seller nor any of its Subsidiaries engages in or participates in the business of manufacturing and distribution of doors, windows, trim, and other building supplies manufactured or distributed by the Employer Group. Prohibited Activity also includes activity that may require or inevitably require disclosure of trade secrets, proprietary information, or Confidential InformationRestricted Business. (ii) Nothing herein shall prohibit the Optionee from purchasing or owning less than five percent (5%) of the publicly traded securities of any corporation, provided that such ownership represents a passive investment and that the Optionee is not a controlling person of, or a member of a group that controls, such corporation. (iii) This Section 7(c) does not, in any way, restrict or impede the Optionee from exercising protected rights to the extent that such rights cannot be waived by agreement or from complying with any applicable law or regulation or a valid order of a court of competent jurisdiction or an authorized government agency, provided that such compliance does not exceed that required by the law, regulation, or order.

Non-Competition. Because (a) From the Closing Date until the fourth anniversary of the Employer Group’s legitimate business interest as described in this Agreement and the good and valuable consideration offered to the Optionee, the receipt and sufficiency of which is acknowledged, during the term of Optionee’s employment and for the one year beginning on the last day of the Optionee’s employment with the Company, whether terminated for any reason or no reason, by the Optionee or the Company, Closing Date (the “Restricted Period”), without Buyer’s consent, Parent shall not, and shall cause each of its Affiliates (Parent and its Affiliates, the Optionee agrees and covenants “Restricted Party”) not to to, directly or indirectly (including by means of management, advisory, operating, or similar agreements or arrangements or by any record or beneficial equity interest, either as a principal, trustee, stockholder, partner, joint venture or otherwise, in any Person), engage in Prohibited Activity a business that competes with the Business, for their own account or for any other Person, in any country or other geographic location in which any Rodeo Entity operates the Business or otherwise had sales immediately prior to the Closing or any other country or geographic location in which any Rodeo Entity planned to operate the Business as of the Closing Date (as defined below) within the United States“Restricted Business”); provided, however, that nothing in this Agreement or in the geographical regions for which definition of Restricted Business shall prohibit or in any way restrict the Optionee provides services during the course of employment, whichever is larger.Restricted Party’s ability to: (i) For purposes engage in the Restricted Business to the extent necessary to perform its duties under this Agreement and the Ancillary Agreements; (ii) make or maintain passive investments of less than five percent of the outstanding equity securities in any entity engaged in the Restricted Businesses listed for trading on any recognized securities exchange or in the over-the-counter markets; (iii) own an equity interest of any other Person engaged in the Restricted Business acquired as a creditor in bankruptcy other than by a voluntary investment decision; or (iv) acquire the assets or capital stock or other equity interests of any other Person engaged in the Restricted Business, provided, however, that the net sales attributable to the Restricted Business conducted by such person accounts for less than 25% of the net sales of such person for its most recently completed fiscal year. (b) The Parties agree that this non-compete clause, “Prohibited Activity” covenant is activity in which the Optionee contributes the Optionee’s knowledge, directly personal to Buyer and Buyer may not assign or indirectlyotherwise transfer this covenant, in whole or in part, as an associateto any Person other than to other Affiliates of Buyer. During the Restricted Period, employerParent shall not, ownerand shall cause each of its Subsidiaries not to, operatorwithout the prior written consent of Buyer, managerdirectly or indirectly, advisorinduce or attempt to induce any customer, consultantreseller, contractorretailer, agentdistributor, partnersupplier, director, stockholder, officer, volunteer, intern, licensee or other Person to cease doing business with Buyer or any Rodeo Entity or in any way interfere with the relationship between any such customer, reseller, retailer, distributor, supplier, licensee or other similar capacity to an entity engaged in the same Person and Buyer, Rodeo or similar business as the Employer Group, including those engaged in the business of manufacturing and distribution of doors, windows, trim, and other building supplies manufactured or distributed by the Employer Group. Prohibited Activity also includes activity that may require or inevitably require disclosure of trade secrets, proprietary information, or Confidential Informationsuch Rodeo Entity. (iic) Nothing herein Parent agrees that any remedy at law for any breach by it or its Affiliates of Section 9.6(a) or (b) would be inadequate, and Buyer shall prohibit the Optionee from purchasing be entitled to injunctive or owning less than five percent (5%) of the publicly traded securities of other equitable relief in such case in addition to any corporationother right Buyer may have, provided that such ownership represents a passive investment and whether at law or in equity. Each party intends that the Optionee provisions of this Section 9.6 be enforced under the laws applied in each jurisdiction in which enforcement is not a controlling person of, or a member sought. If any provision of a group that controls, such corporation. (iii) This this Section 7(c) does not, in any way, restrict or impede the Optionee from exercising protected rights to the extent that such rights cannot 9.6 shall be waived held by agreement or from complying with any applicable law or regulation or a valid order of a court of competent jurisdiction to be invalid or an authorized government agencyunenforceable, provided this Section 9.6 shall be amended to revise the scope of such provision to make it enforceable, if possible, or, if not possible, to delete such provision, in either case, without affecting the other or remaining provisions of this Section 9.6 or this Agreement. Any invalidity or unenforceability of any provision of this Section 9.6 in a jurisdiction will not affect the validity or enforceability of that such compliance does not exceed that required by the law, regulation, or orderprovision in any other jurisdiction.

Non-Competition. Because (a) From the Closing Date until the fourth anniversary of the Employer Group’s legitimate business interest as described in this Agreement and the good and valuable consideration offered to the Optionee, the receipt and sufficiency of which is acknowledged, during the term of Optionee’s employment and for the one year beginning on the last day of the Optionee’s employment with the Company, whether terminated for any reason or no reason, by the Optionee or the Company, Closing Date (the “Restricted Period”), without Buyer’s consent, Seller shall not, and shall cause each of its Subsidiaries (Seller and its Subsidiaries, the Optionee agrees and covenants “Restricted Party”) not to to, directly or indirectly (including by means of management, advisory, operating, or similar agreements or arrangements or by any record or beneficial equity interest, either as a principal, trustee, stockholder, partner, joint venture or otherwise, in any Person), engage in Prohibited Activity (as defined below) within a business that competes with the United StatesBusiness, for their own account or the geographical regions for any other Person, in any country or other geographic location in which the Optionee provides services during Longhorn Entities operate the course Business or otherwise had sales immediately prior to the Closing or any other country or geographic location in which the Longhorn Entities planned to operate the Business as of employmentthe Closing Date (the “Restricted Business”); provided, whichever is larger.however, that nothing in this Agreement or in the definition of Restricted Business shall prohibit or in any way restrict the Restricted Party’s ability to: (i) For purposes engage in the Restricted Business to the extent necessary to perform its duties under this Agreement; (ii) make or maintain passive investments of less than five percent of the outstanding equity securities in any entity engaged in the Restricted Businesses listed for trading on any recognized securities exchange or in the over-the-counter markets; (iii) own an equity interest of any other Person engaged in the Restricted Business acquired as a creditor in bankruptcy other than by a voluntary investment decision; or (iv) acquire the assets or capital stock or other equity interests of any other Person engaged in the Restricted Business, provided, however, that the net sales attributable to the Restricted Business conducted by such person accounts for less than 25% of the net sales of such person for its most recently completed fiscal year. (b) The Parties agree that this non-compete clause, “Prohibited Activity” covenant is activity in which the Optionee contributes the Optionee’s knowledge, directly personal to Buyer and Buyer may not assign or indirectlyotherwise transfer this covenant, in whole or in part, as an associateto any Person other than to other Affiliates of Buyer. During the Restricted Period, employer, owner, operator, manager, advisor, consultant, contractor, agent, partner, director, stockholder, officer, volunteer, intern, or any other similar capacity to an entity engaged in the same or similar business as the Employer Group, including those engaged in the business of manufacturing and distribution of doors, windows, trimSeller shall not, and shall cause each of its Subsidiaries not to, without the prior written consent of Buyer, directly or indirectly, induce or attempt to induce any customer, reseller, retailer, distributor, supplier, licensee or other building supplies manufactured Person to cease doing business with Buyer or distributed by the Employer Group. Prohibited Activity also includes activity that may require Longhorn Entities or inevitably require disclosure of trade secretsin any way interfere with the relationship between any such customer, proprietary informationreseller, retailer, distributor, supplier, licensee or Confidential Informationother Person and Buyer or the Longhorn Entities. (iic) Nothing herein Seller agrees that any remedy at law for any breach by it or its Affiliates of Section 9.6(a) or (b) would be inadequate, and Buyer shall prohibit the Optionee from purchasing be entitled to injunctive or owning less than five percent (5%) of the publicly traded securities of other equitable relief in such case in addition to any corporationother right Buyer may have, provided that such ownership represents a passive investment and whether at law or in equity. Each party intends that the Optionee provisions of this Section 9.6 be enforced under the laws applied in each jurisdiction in which enforcement is not a controlling person of, or a member sought. If any provision of a group that controls, such corporation. (iii) This this Section 7(c) does not, in any way, restrict or impede the Optionee from exercising protected rights to the extent that such rights cannot 9.6 shall be waived held by agreement or from complying with any applicable law or regulation or a valid order of a court of competent jurisdiction to be invalid or an authorized government agencyunenforceable, provided this Section 9.6 shall be amended to revise the scope of such provision to make it enforceable, if possible, or, if not possible, to delete such provision, in either case, without affecting the other or remaining provisions of this Section 9.6 or this Agreement. Any invalidity or unenforceability of any provision of this Section 9.6 in a jurisdiction will not affect the validity or enforceability of that such compliance does not exceed that required by the law, regulation, or orderprovision in any other jurisdiction.

Non-Competition. Because of the Employer Group’s legitimate business interest (i) Except as described in this Agreement and the good and valuable consideration offered to the Optionee, the receipt and sufficiency of which is acknowledgedset forth on Schedule 9.4, during the term of Optionee’s employment and for the one year beginning on the last day of the Optionee’s employment with the Company, whether terminated for any reason or no reason, by the Optionee or the Company, (the “Restricted Non-Compete Period”), the Optionee agrees Sellers Parties will not, and covenants will cause their respective Affiliates not to engage in Prohibited Activity (as defined below) within the United States, or the geographical regions for which the Optionee provides services during the course of employment, whichever is larger. (i) For purposes of this non-compete clause, “Prohibited Activity” is activity in which the Optionee contributes the Optionee’s knowledgeto, directly or indirectly, (A) enter into, engage in, consult, manage or otherwise participate in whole the operation of any business that competes with the Business (as currently conducted as of the Closing Date) within the Restricted Territory, (B) solicit Clients, Prospective Clients, business, patronage or in part, as an associate, employer, owner, operator, manager, advisor, consultant, contractor, agent, partner, director, stockholder, officer, volunteer, internorders for, or sell, any other similar capacity products or services in competition with, or for any business, wherever located, that competes with the Business within the Restricted Territory; (C) divert, entice or otherwise take away any Clients, Prospective Clients, business, patronage or orders of the Business (as currently conducted as of the Closing Date) within the Restricted Territory, or attempt to an entity do so; or (D) promote or assist, financially or otherwise, any Person engaged in any business within the same Restricted Territory that competes with the Business (as currently conducted as of the Closing Date). Nothing contained in this Section 9.4 will prohibit the Shareholders from acquiring or similar business as holding at any one time a passive investment of less than 5% of the Employer Group, including those engaged in the business outstanding shares of manufacturing and distribution capital stock of doors, windows, trim, and other building supplies manufactured or distributed by the Employer Group. Prohibited Activity also includes activity any publicly traded corporation that may require or inevitably require disclosure compete with Buyers within the Restricted Territory. For the purposes of trade secretsthis Section 9.4, proprietary informationthe “Seller” will also include any and all of its direct and indirect subsidiaries, parents, Affiliates, or Confidential Informationrelated companies of Sellers from time to time. (ii) Nothing herein shall prohibit Seller Parties will be released from the Optionee restrictions set forth in this Section 9.4(a) if at any time during the Non-Compete Period Buyers withdraw from purchasing or owning less than five percent (5%) wind up or publicly announce that they are, or will be, withdrawing from or winding up all of the publicly traded securities material lines of any corporation, provided that such ownership represents a passive investment and that business performed in the Optionee is not a controlling person of, or a member Leadership Consulting Business of a group that controls, such corporationBuyers. (iii) This A Continuing Shareholder will be released from the restrictions set forth in this Section 7(c9.4(a) does not, in any way, restrict or impede the Optionee from exercising protected rights to the extent that (but only to the extent) such rights cannot be waived by Shareholder is terminated without Cause (as defined in such Shareholder’s employment agreement with Buyers or from complying their Affiliates) or resigns for Good Reason (as defined in such Shareholder’s employment agreement with any applicable law Buyer or regulation their Affiliates) and, at the time of such termination or a valid order resignation, no other partners of a court Buyers or their Affiliates offer services of competent jurisdiction or an authorized government agency, provided that such compliance does not exceed that required by the law, regulation, or ordersame nature.

Non-Competition. Because (a) For a period of the Employer Group’s legitimate business interest as described in this Agreement and the good and valuable consideration offered to the Optionee, the receipt and sufficiency of which is acknowledged, during the term of Optionee’s employment and for the one year beginning two (2) years commencing on the last day of the Optionee’s employment with the Company, whether terminated for any reason or no reason, by the Optionee or the Company, Closing Date (the “Restricted Period”), the Optionee agrees Seller Parent shall not, and covenants shall not to engage in Prohibited Activity (as defined below) within the United States, or the geographical regions for which the Optionee provides services during the course of employment, whichever is larger. (i) For purposes of this non-compete clause, “Prohibited Activity” is activity in which the Optionee contributes the Optionee’s knowledgepermit any other Restricted Party to, directly or indirectly, (i) engage in whole the Exploitation of any (A) intravenous small molecule anti-hypertensive agent, (B) intravenous small molecule antiplatelet agent or (C) intravenous direct thrombin inhibitor anywhere in partthe world (the “Restricted Business”) or (ii) have an interest in any Person that engages directly or indirectly in the Restricted Business in any capacity, including as an associatea partner, employershareholder, ownermember, operator, manager, advisor, consultant, contractorprincipal, agent, partnertrustee or consultant; provided, directorhowever, stockholderthat, officernotwithstanding the foregoing, volunteer, intern, this Section 9.10(a) shall not prohibit Seller Parent or any other similar capacity to an entity engaged in the same Restricted Party or similar business as the Employer Group, including those engaged in the business any of manufacturing and distribution of doors, windows, trim, and other building supplies manufactured or distributed by the Employer Group. Prohibited Activity also includes activity that may require or inevitably require disclosure of trade secrets, proprietary information, or Confidential Information. their respective Affiliates from (iii) Nothing herein shall prohibit the Optionee from purchasing acquiring or owning less than securities of a Person whose securities are publicly traded on a recognized securities exchange or quotation system representing not in excess of five percent (5%) of any class of such securities; (ii) after giving effect to the publicly traded securities Transactions, continuing to engage in any business currently conducted by any Restricted Party or any of their respective Affiliates, whether or not any one or more products or services associated with such business activities might be deemed to be competitive in some manner with the Restricted Business, including, for the avoidance of doubt, the Exploitation of the products and product candidates of Seller Parent and its Subsidiaries other than the Products and the utilization of the Excluded Assets, but excluding the development or commercialization of any corporationproduct candidate competitive in some manner with the Restricted Business, provided that such ownership represents a passive investment it being understood and agreed that the Optionee product candidates set forth on Schedule 9.10 are not competitive with the Restricted Business; (iii) purchasing products or services from, or selling products or services to, or otherwise engaging in a subcontracting or commercial relationship with, an entity that is engaged in a Restricted Business; (iv) performing its obligations under this Agreement or any Ancillary Agreement or otherwise taking actions in connection with the winding up of the Business; (v) acquiring any Person (or any interest therein), including through the creation of any joint venture or partnership, that engages, directly or indirectly, in a Restricted Business, if (x) in its last full fiscal year prior to such acquisition, the consolidated revenues of such Person from the Restricted Business constituted less than twenty percent (20%) of the total consolidated revenues of such Person, or (y) in its last full fiscal year prior to such acquisition, the consolidated revenues of such Person from the Restricted Business constituted less than thirty-five percent (35%) of the total consolidated revenues of such Person and, following such acquisition, the applicable Restricted Party uses, until the expiration of the Restricted Period, reasonable best efforts to sell that portion of the business of such Person as constitutes a Restricted Business; or (vi) acquiring rights to any product (whether by purchase, license or otherwise) that may be used in a Restricted Business, as long as either such product is not so employed or is a controlling person ofproduct that falls within the exception set forth in clause (v) of this sentence as if any such product was an acquired Person for purposes of such clause (v). For the avoidance of doubt, this Section 9.10(a) shall not bind any purchaser of all or a member substantially all of a group that controlsSeller Parent’s capital stock or assets, such corporationwhether by merger, asset sale, stock sale or otherwise. (iiib) This Seller Parent acknowledges that a breach or threatened breach of this Section 7(c) does not9.10 would give rise to irreparable harm to Buyer, 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 Seller Parent of any such obligations, Buyer shall, in addition to any wayand all other rights and remedies that may be available to it in respect of such breach, restrict or impede the Optionee be entitled to equitable relief, including a temporary restraining order, an injunction, specific performance and any other relief that may be available from exercising protected rights to the extent that such rights cannot be waived by agreement or from complying with any applicable law or regulation or a valid order of a court of competent jurisdiction (without any requirement to post bond or an authorized government agencyprove damages). (c) Seller Parent acknowledges that the restrictions contained in this Section 9.10 are reasonable and necessary to protect the legitimate interests of Buyer and constitute a material inducement to Buyer to enter into this Agreement and consummate the Transactions. In the event that any covenant contained in this Section 9.10 should ever be adjudicated to exceed the time, provided that geographic, product or service or other limitations permitted by applicable Law in any jurisdiction, then any court is expressly empowered to reform such compliance does covenant, and such covenant shall be deemed reformed, in such jurisdiction to the maximum time, geographic, product or service or other limitations permitted by applicable Law. The covenants contained in this Section 9.10 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 exceed that required by invalidate or render unenforceable the lawremaining covenants or provisions hereof, regulation, and any such invalidity or orderunenforceability in any jurisdiction shall not invalidate or render unenforceable such covenant or provision in any other jurisdiction.

Non-Competition. Because of (a) During the Employer Group’s legitimate business interest as described in this Agreement period beginning at the Closing Date and the good and valuable consideration offered to the Optionee, the receipt and sufficiency of which is acknowledged, during the term of Optionee’s employment and for the one year beginning ending on the last day of date three (3) years following the Optionee’s employment with the Company, whether terminated for any reason or no reason, by the Optionee or the Company, Closing Date (the “Restricted Period”), the Optionee NXP covenants and agrees and covenants not to that no member of NXP Group shall engage in Prohibited Activity (as defined below) within the United Statesin, or the geographical regions for which the Optionee provides services during the course acquire any equity or ownership interest in any Person that is engaged in any Restricted Business; provided, however, that no member of employment, whichever is larger. NXP Group will be deemed to be so engaged solely by reason of (i) For purposes any passive investment in a Person to the extent that such investment does not constitute ownership of this non-compete clause, “Prohibited Activity” is activity in which the Optionee contributes the Optionee’s knowledge, directly or indirectly, in whole or in part, as an associate, employer, owner, operator, manager, advisor, consultant, contractor, agent, partner, director, stockholder, officer, volunteer, intern, or any other similar capacity to an entity engaged in the same or similar business as the Employer Group, including those engaged in the business of manufacturing and distribution of doors, windows, trim, and other building supplies manufactured or distributed by the Employer Group. Prohibited Activity also includes activity that may require or inevitably require disclosure of trade secrets, proprietary information, or Confidential Information. (ii) Nothing herein shall prohibit the Optionee from purchasing or owning less more than five percent (5%) of the publicly traded securities outstanding voting stock of any corporationsuch Person, provided that such ownership represents a passive investment and that no member of the Optionee NXP Group is not a controlling person engaged in the management of, or sits on the board of directors or other governing body of, any such Person, or (ii) selling products, providing services or licensing intellectual property in the ordinary course of business to a member Person engaged in the Restricted Business. The restrictions in this Section 7.10 shall not apply to the activities of a group that controls, such corporation. (iii) This Section 7(c) does not, in any way, restrict Person or impede business acquired by the Optionee from exercising protected rights NXP Group after the Closing Date to the extent and so long as (A) (x) less than twenty percent (20%) (the “Competitive Threshold”) of the annual gross revenues of such acquired Person or business is derived from a Restricted Business; (y) the annual gross revenues of such person or business derived from a Restricted Business are less than $32.5 million; and (z) no Intellectual Property of NXP or its Subsidiaries is transferred or licensed to, or otherwise made available for use by, the acquired Person or business in that Restricted Business or (B) the portion of the acquired Person or business engaged in the Restricted Business (1) is maintained separately from NXP; (2) no Intellectual Property of NXP or its Subsidiaries is transferred or licensed to, or otherwise made available for use by the acquired Person or business in the Restricted Business; and (3) the activities of that Restricted Business are terminated through a winding-down process that is completed no more than six (6) months from the date on which such rights cannot be waived by agreement Person or from complying business is acquired. The Parties understand and agree that, except as provided in this Section 7. 10, NXP and its Subsidiaries are free to compete with Trident and its Subsidiaries and the Companies and their Subsidiaries and to do business with any applicable law such Person or regulation any current or a valid order prospective client, customer or supplier of a court of competent jurisdiction or an authorized government agency, provided that such compliance does Person. The provisions in this Section 7.10 shall not exceed that required restrict the NXP Group from engaging in any activities currently conducted by NXP and its Affiliates (other than the law, regulation, or orderRestricted Business).

Non-Competition. Because (a) From the Closing Date until the fourth anniversary of the Employer Group’s legitimate business interest as described in this Agreement and the good and valuable consideration offered to the Optionee, the receipt and sufficiency of which is acknowledged, during the term of Optionee’s employment and for the one year beginning on the last day of the Optionee’s employment with the Company, whether terminated for any reason or no reason, by the Optionee or the Company, Closing Date (the “Restricted Period”), without the Optionee agrees Buyer’s consent, the Seller shall not, and covenants shall cause each of its Subsidiaries (the Seller and its Subsidiaries, the “Restricted Party”) not to to, directly or indirectly (including by means of management, advisory, operating, or similar agreements or arrangements or by any record or beneficial equity interest, either as a principal, trustee, stockholder, partner, joint venture or otherwise, in any Person), engage in Prohibited Activity (as defined below) within a land-based drilling business that competes with the United StatesCompany Business, for their own account or the geographical regions for any other Person, in any state in which the Optionee provides services during Company operates the course Company Business or otherwise had sales immediately prior to the Closing (the “Restricted Business”); provided, however, that nothing in this Agreement or in the definition of employment, whichever is larger.Restricted Business shall prohibit or in any way restrict the Restricted Party’s ability to: (i) For purposes engage in the Restricted Business to the extent necessary to perform its duties under this Agreement; (ii) make or maintain passive investments of less than five percent of the outstanding equity securities in any entity engaged in the Restricted Businesses listed for trading on any recognized securities exchange or in the over-the-counter markets; or (iii) acquire the assets or capital stock or other equity interests of or enter into a merger, consolidation of business combination with any other Person engaged in the Restricted Business, provided, however, that the net sales attributable to the Restricted Business conducted by such Person account for less than 25% of the net sales of such Person for its most recently completed fiscal year. (b) The parties agree that this non-compete clausecovenant is personal to the Buyer, “Prohibited Activity” is activity in which and the Optionee contributes the Optionee’s knowledge, directly Buyer may not assign or indirectlyotherwise transfer this covenant, in whole or in part, as an associateto any Person other than to other Affiliates of the Buyer. During the Restricted Period, employer, owner, operator, manager, advisor, consultant, contractor, agent, partner, director, stockholder, officer, volunteer, intern, or any other similar capacity to an entity engaged in the same or similar business as the Employer Group, including those engaged in the business of manufacturing and distribution of doors, windows, trimSeller shall not, and shall cause each of its Affiliates not to, without the prior written consent of the Buyer, directly or indirectly, induce or attempt to induce any customer, reseller, retailer, distributor, supplier, licensee or other building supplies manufactured Person to cease doing business with the Buyer or distributed by the Employer Group. Prohibited Activity also includes activity that may require Company or inevitably require disclosure of trade secretsin any way interfere with the relationship between any such customer, proprietary informationreseller, retailer, distributor, supplier, licensee or Confidential Informationother Person and the Buyer or the Company. (iic) Nothing herein The Seller agrees that any remedy at law for any breach by it or its Affiliates of Section 4.12(a) or Section 4.12(b) would be inadequate, and the Buyer shall prohibit be entitled to injunctive or other equitable relief in such case in addition to any other right the Optionee from purchasing Buyer may have, whether at law or owning less than five percent (5%) of the publicly traded securities of any corporation, provided that such ownership represents a passive investment and in equity. Each party intends that the Optionee provisions of this Section 4.12 be enforced under the laws applied in each jurisdiction in which enforcement is not a controlling person of, or a member sought. If any provision of a group that controls, such corporation. (iii) This this Section 7(c) does not, in any way, restrict or impede the Optionee from exercising protected rights to the extent that such rights cannot 4.12 shall be waived held by agreement or from complying with any applicable law or regulation or a valid order of a court of competent jurisdiction to be invalid or an authorized government agencyunenforceable, provided this Section 4.12 shall be amended to revise the scope of such provision to make it enforceable, if possible, or, if not possible, to delete such provision, in either case, without affecting the other or remaining provisions of this Section 4.12 or this Agreement. Any invalidity or unenforceability of any provision of this Section 4.12 in a jurisdiction will not affect the validity or enforceability of that such compliance does not exceed that required by the law, regulation, or orderprovision in any other jurisdiction.

Non-Competition. Because (a) For a period beginning on the Effective Date and ending on the later of either: (i) the Employer Group’s legitimate business interest as described in date of termination of this Agreement and in accordance with the good and valuable consideration offered to the Optioneeterms of Section 9(a)(iii)(A) or Section 9(a)(iv), the receipt and sufficiency of which is acknowledged, during the term of Optionee’s employment and for or (ii) the one year beginning on the last day anniversary date as of the Optionee’s employment with the Companywhich this Agreement is terminated pursuant to Section 9(a)(i), whether terminated for any reason or no reason, by the Optionee or the CompanySection 9(a)(iii)(B) – (D), (such period of time the “Restricted Period”), each of the Optionee agrees Principal Stockholders shall not, and covenants shall cause their Affiliates and their respective representatives not to engage in Prohibited Activity (as defined below) within the United States, or the geographical regions for which the Optionee provides services during the course of employment, whichever is larger. (i) For purposes of this non-compete clause, “Prohibited Activity” is activity in which the Optionee contributes the Optionee’s knowledgeto, directly or indirectly, in whole or in part, as an associate, employer, owner, operator, manager, advisor, consultant, contractor, agent, partner, director, stockholder, officer, volunteer, intern, or any other similar capacity to an entity engaged participate in the same ownership, management, operation or similar control of, any business as (whether in corporate, proprietorship or partnership form or otherwise), that competes with the Employer GroupCorporation or the Business of the Corporation, including those engaged in each case anywhere in the business Territory (as “Territory” is defined under this Agreement as of manufacturing and distribution of doors, windows, trim, and other building supplies manufactured or distributed the last date on which a Director designated by the Employer Group. Prohibited Activity also includes activity that Principal Stockholders served on the Board); provided, however, the foregoing restriction shall not prohibit, although it may require or inevitably require disclosure of trade secretscompete with the Business in the Territory, proprietary information, or Confidential Information. (iiA) Nothing herein shall prohibit the Optionee from purchasing or owning Passive Ownership involving less than five three (3) percent (5%) ownership of the publicly traded outstanding securities of any corporationpublicly traded company; or (B) the Excluded Activities; provided further, provided that such ownership represents notwithstanding the preceding, the Restricted Period shall terminate as to either Stockholder Group I or Stockholder Group II upon the earlier to occur of either (X) with respect to Stockholder Group I or Stockholder Group II, as applicable, the conclusion of a passive investment and that the Optionee is not a controlling person of, or a continuous one-year period throughout which no member of a group that controlssuch Stockholder Group I or Stockholder Group II, as applicable has owned any shares of Stock with (such corporation. (iiiStockholder Group constituting the “Departing Stockholder Group”) This Section 7(c) does not, in any way, restrict or impede the Optionee from exercising protected rights but only to the extent that all Directors of the Corporation and directors of the Corporation’s Subsidiaries that had been designated by the Departing Stockholder Group have permanently resigned and have not served on the Board or any board of directors of the Corporation’s Subsidiaries at any time during such rights cannot be waived by agreement one-year period or from complying (Y) with any applicable law respect to Stockholder Group I or regulation or a valid order Stockholder Group II, as applicable, the conclusion of a court continuous 24-month period throughout which no member of competent jurisdiction such Stockholder Group I or an authorized government agencyStockholder Group II, provided as applicable, holds at least one (1) share of Stock but less than two and one-half (2.5%) percent of the outstanding Stock (with such Stockholder Group, as applicable, constituting the “De Minimis Stockholder Group”) but only to the extent that such compliance does not exceed all Directors of the Corporation and directors of the Corporation’s Subsidiaries that required had been designated by the lawDe Minimis Stockholder Group have resigned and have not served on the Board or any board of directors of its Subsidiaries at any time during such 24-month period. (b) During the Restricted Period, regulationexcept for the Excluded Activities, the Principal Stockholders shall not, and shall cause their Affiliates and their respective representatives not to, directly or indirectly (i) cause, solicit, induce or encourage any employees of the Corporation or its Affiliates to leave such employment or hire, employ or otherwise engage any such individual; or (ii) cause, induce or encourage any material past, current or prospective client, customer, supplier, or orderlicensor of the Corporation or its Affiliates (including any existing client, customer, supplier, or licensor of the Corporation or its Affiliates and any person that becomes a client, customer, supplier, or licensor of the Corporation or its Affiliates after the Effective Date) or any other person who has a material business relationship with the Corporation or its Affiliates, to refrain from engaging in a relationship, or terminate or modify any such actual or prospective relationship, with the Corporation or its Subsidiaries, provided, however, that the foregoing provision will not prevent any Principal Stockholder from employing any Person whose employment has been terminated by the Corporation. (c) At any time all of the Principal Stockholders are subject to the non-compete obligation set forth in Sections 2.3(a) and (b), WM Sub shall not and shall cause its respective Subsidiaries operating in the Territory not to, directly or indirectly, participate in the ownership, management, operation or control of, any business, whether in corporate, proprietorship or partnership form or otherwise, that competes with the Corporation or the Business, in each case anywhere in the Territory; provided, however, the foregoing restriction shall not prohibit, although it may compete with the Business in the Territory, (i) Passive Ownership involving less than three (3) percent ownership of the outstanding securities of any publicly traded company, (ii) ownership, management, operation or control of any business competitive with the Business in the Territory, whether in corporate, proprietorship or partnership form or otherwise, so long as it was acquired as a part of an acquisition of a business in which operations outside of the Territory represented the substantial portion of the acquired business, (iii) the global sourcing operations and activities of WM or any of its Affiliates for the procurement of goods and services in the Territory or (iv) passive investment in alternate asset investments such as private equity funds. (d) Promptly following the first full fiscal quarter in which any acquisition is consummated that is contemplated by subsection (ii) in the proviso to Section 2.3(c) above, WM Sub shall undertake to make a determination, in its sole discretion, and provide notice thereof to the Board, as to whether WM Sub will consider a merger, combination, integration into or purchase of such acquired business by the Corporation on arms’ length terms. (e) The provisions of this Section 2.3 shall survive termination of this Agreement pursuant to the terms and conditions described in this Section 2.3. (f) Solely for the purposes of this Section 2.3, “Affiliate” shall not include any Control Person I Family Member or any Control Person II Family Member until such time as any such Family Member (i) Beneficially Owns 5% or more of the Stock, (ii) is a Director or (iii) has access to material non-public, confidential information with respect to the Corporation, and, in such case, “Affiliate” shall only include such Family Member but shall not include any other Family Member that do not satisfy such condition.

Non-Competition. Because (a) From the Closing Date until the two-year anniversary thereof, without the prior written consent of the Employer Group’s legitimate Purchaser, and subject to Section 6.4(b), Sellers shall not, and shall procure that their Subsidiaries will not, directly or indirectly, own, control, manage or operate any business interest as described in this Agreement that provides software (and the good related support, hosting and valuable consideration offered maintenance) to the Optioneeoperate trading networks connecting brokers, the receipt and sufficiency of which is acknowledged, during the term of Optionee’s employment and traders and/or exchanges for the one year beginning on the last day of the Optionee’s employment with the Companypower, whether terminated for any reason or no reasonnatural gas, coal, emissions, freight, oil and iron ore markets in Europe, in each case substantially as conducted at Closing by the Optionee or the Company, Trayport Companies (the a “Restricted PeriodCompeting Business”), the Optionee agrees and covenants not to engage . (b) Nothing in Prohibited Activity (as defined belowSection 6.4(a) within the United States, shall preclude Sellers or the geographical regions for which the Optionee provides services during the course any of employment, whichever is larger.their Affiliates from: (i) For purposes collectively owning ten percent (10%) or less of this non-compete clausethe outstanding securities of any Person; (ii) acquiring and, “Prohibited Activity” after such acquisition, owning an interest in any Person (or its successor) that, together with its Subsidiaries, is activity in which the Optionee contributes the Optionee’s knowledgeengaged, directly or indirectly, in whole or in part, as an associate, employer, owner, operator, manager, advisor, consultant, contractor, agent, partner, director, stockholder, officer, volunteer, intern, or any other similar capacity to an entity engaged in the same or similar business as the Employer Group, including those engaged in the business of manufacturing and distribution of doors, windows, trim, and other building supplies manufactured or distributed by the Employer Group. Prohibited Activity also includes activity that may require or inevitably require disclosure of trade secrets, proprietary information, or Confidential Information. (ii) Nothing herein shall prohibit the Optionee from purchasing or owning a Competing Business if such Competing Business generated less than five ten percent (510%) of such Person’s consolidated annual revenues in the publicly traded securities last completed fiscal year of any corporation, provided that such ownership represents a passive investment and that the Optionee is not a controlling person of, or a member of a group that controls, such corporation.Person; (iii) This Section 7(cacquiring and, after such acquisition, owning an interest in any Person (or its successor) does notthat, together with its Subsidiaries, is engaged, directly or indirectly, in a Competing Business if such Competing Business generated more than ten percent (10%), but less than twenty percent (20%), of such Person’s consolidated annual revenues in the last completed fiscal year of such Person; provided that Sellers shall enter into a definitive agreement to cause the divestiture of the Competing Business within one (1) year after the consummation of such acquisition and has completed such disposition within eighteen (18) months of the date of such definitive agreement (the “Divestiture Period”); provided, further, that if such divestiture has not been consummated due to (x) any wayapplicable waiting period (including extension thereof) applicable to such divestiture under any Regulatory Law, restrict or impede under any other applicable Law not having expired or been terminated, or (y) the Optionee from exercising protected rights failure to procure or obtain any required governmental or regulatory consents, approvals, permits or authorizations applicable to such divestiture, then the extent Divestiture Period will automatically be extended so that it expires one (1) week following the later of the expiration or termination of such waiting period and the procurement or obtainment of such consents, approvals, permits and authorizations; provided that in no event shall the Divestiture Period extend beyond thirty (30) months following the acquisition of the Competing Business; (iv) engaging in any activity that constitutes an immaterial, or non-recurring inadvertent, breach or violation of its obligations pursuant to Section 6.4(a); provided that, upon receiving notice of any such breach, the breaching party promptly ceases the activity causing such breach; and (v) directly or indirectly, conducting or engaging in any brokerage business, trading business and/or an exchange, or owning, controlling, managing or operating any business that such rights cannot be waived by agreement Person (other than the Trayport Companies) owns, controls, manages or from complying with any applicable law or regulation or a valid order operates as of a court of competent jurisdiction or an authorized government agency, provided that such compliance does not exceed that required by the law, regulation, or orderdate hereof.

Non-Competition. Because of the Employer Group’s legitimate business interest (a) Except as described in otherwise permitted or required under this Agreement or the other Transaction Documents, Parent and the good Sellers shall, for a period of two (2) years from the Closing Date, refrain from, either alone or in conjunction with any other Person, or directly or indirectly through their present or future Affiliates, (i) engaging in or having a profit interest with voting rights or equity interest in any Person that is engaged in the Affordable Housing Business and valuable consideration offered to (ii) organizing or forming an investment fund which holds more than 20% of its assets in low income multifamily housing properties financed by tax exempt debt. (b) Notwithstanding the Optioneeforegoing restrictions, Parent, the receipt Sellers and sufficiency their Affiliates shall be deemed to not have violated the provisions of which is acknowledged, during the term this Section 6. 22 as a result of Optionee’s employment and for the one year beginning on the last day of the Optionee’s employment with the Company, whether terminated for any reason or no reason, by the Optionee or the Company, (the “Restricted Period”)Parent, the Optionee agrees and covenants not to engage in Prohibited Activity (as defined below) within the United States, Sellers or the geographical regions for which the Optionee provides services during the course of employment, whichever is larger.their Affiliates: (i) For purposes engaging in any business which is not part of this non-compete clause, “Prohibited Activity” is activity in which the Optionee contributes the Optionee’s knowledge, directly or indirectly, in whole or in part, as an associate, employer, owner, operator, manager, advisor, consultant, contractor, agent, partner, director, stockholder, officer, volunteer, intern, or any other similar capacity to an entity engaged in the same or similar business as the Employer Group, including those engaged in the business of manufacturing and distribution of doors, windows, trim, and other building supplies manufactured or distributed by the Employer Group. Prohibited Activity also includes activity that may require or inevitably require disclosure of trade secrets, proprietary information, or Confidential Information.Affordable Housing Business; or (ii) Nothing herein shall prohibit acquiring, in the Optionee from purchasing aggregate, a passive interest representing 20% or owning less than five percent (5%) of the publicly traded securities of any corporation, provided that such ownership represents a passive investment and that class of securities registered under the Optionee is not a controlling person of, or a member Securities Exchange Act of a group that controls, such corporation.1934; or (iii) This acquiring directly or indirectly any diversified business (whether by merger, purchase of stock or assets or otherwise) having less than 20% of its annual revenues (based on such business’s latest annual financial statements) attributable to any of the lines of business which comprised the Affordable Housing Business on the Closing Date. (c) The restrictions of the provisions of this Section 7(c6.22 shall be deemed to not apply to any third party who becomes an Affiliate of the Sellers or Parent by way of a merger, consolidation, combination with, or acquisition of substantially all the assets and properties of, Parent or a Seller. (d) does notThe Parties recognize that the Laws and public policies of the various states of the United States may differ as to the validity and enforceability of covenants similar to those set forth in this Section. It is the intention of the Parties that the provisions of this Section be enforced to the fullest extent permissible under the Laws and policies of each jurisdiction in which enforcement may be sought, and that the unenforceability (or the modification to conform to such Laws or policies) of any provisions of this Section shall not render unenforceable, or impair, the remainder of the provisions of this Section. Accordingly, if any provision of this Section shall be determined to be invalid or unenforceable, such invalidity or unenforceability shall be deemed to apply only with respect to the operation of such provision in the particular jurisdiction in which such determination is made and not with respect to any other provision or jurisdiction. (e) The Parties acknowledge and agree that any remedy at Law for any breach of the provisions of this Section would be inadequate, and Sellers hereby consent to the granting by any court of an injunction or other equitable relief, without the necessity of actual monetary loss being proved, in any way, restrict order that the breach or impede the Optionee from exercising protected rights to the extent that threatened breach of such rights cannot provisions may be waived by agreement or from complying with any applicable law or regulation or a valid order of a court of competent jurisdiction or an authorized government agency, provided that such compliance does not exceed that required by the law, regulation, or ordereffectively restrained.

Non-Competition. Because As a material inducement to Parent’s consummation of the Employer GroupContemplated Transactions, including, without limitation, Parent’s legitimate business interest as described in this Agreement and the good and valuable consideration offered to the Optionee, the receipt and sufficiency of which is acknowledged, during the term of Optionee’s employment and for the one year beginning on the last day acquisition of the Optionee’s employment goodwill associated with the business of the Company, whether terminated each Person set forth on Section 6.5 of the Parent Disclosure Schedule (a “Restricted Person”) agrees to the terms in this Section 6.5. (a) Such Restricted Person will not, for a period of two (2) years following the Closing Date (or, with respect to each Restricted Person, if longer, co-terminus with the non-compete provisions in the Restricted Person’s Employment Agreement) (computed by excluding from such computation any reason or no reason, time during which such Restricted Person is found by the Optionee or the Company, a court of competent jurisdiction to have been in violation of any provision of this Section 6.5(a)) (the “Restricted Period”), the Optionee agrees and covenants not to engage in Prohibited Activity (as defined below) within the United States, or the geographical regions for which the Optionee provides services during the course of employment, whichever is larger. (i) For purposes of this non-compete clause, “Prohibited Activity” is activity in which the Optionee contributes the Optionee’s knowledge, directly or indirectly, in whole for himself or on behalf of or in partconjunction with any other Person, engage in, invest in or otherwise participate in (whether as an associate, employer, owner, operatoremployee, officer, director, manager, advisor, consultant, independent contractor, agent, partner, director, stockholder, officer, volunteer, internadvisor, or in any other similar capacity to capacity) an entity engaged influencer marketing business which is in the same or similar business as the Employer Group, including those engaged in competition with the business of manufacturing and distribution the Company in any of doorsthe geographical areas where the Company was conducting or was pursuing a material amount of business at the beginning of the Restricted Period or thereafter (such business, windows, trim, and other building supplies manufactured or distributed by the Employer Group. Prohibited Activity also includes activity that may require or inevitably require disclosure of trade secrets, proprietary information“Restricted Business”) in any Restricted Area, or Confidential Information. (ii) Nothing herein at any time following the Closing Date make any use of any Owned Intellectual Property other than in connection with the business of the Company. Notwithstanding the above, the foregoing covenant shall not be deemed to prohibit the Optionee from purchasing or owning less acquisition as a passive investment of not more than five percent (5%) of the publicly capital stock of a competing business whose stock is traded on a national securities exchange or over-the-counter and shall not be deemed to prohibit the acquisition of any corporation, provided that such ownership represents a passive investment and that the Optionee is not a controlling person of, or a member capital stock of a group that controls, such corporationParent. (iiib) This Section 7(c) does Such Restricted Person will not, for a period of two (2) years following the Closing Date (or, with respect to each Restricted Person, if longer, co-terminus with the non-solicitation provisions in the Restricted Person’s Employment Agreement) (computed by excluding from such computation any way, restrict or impede the Optionee from exercising protected rights to the extent that time during which such rights cannot be waived Restricted Person is found by agreement or from complying with any applicable law or regulation or a valid order of a court of competent jurisdiction to have been in violation of any provision of this Section 6.5(b)), directly or indirectly, for himself or on behalf of or in conjunction with any other Person, (i) solicit or hire (or assist or encourage any other Person to solicit or hire), or otherwise interfere in any manner with any employee, advertiser or strategic partner of any of Parent, the Company, or any of Parent’s subsidiaries (each, a “Restricted Entity”), other than by general public advertisement or other such general solicitation not specifically targeted at any such Person, (ii) induce or request any customer of any Restricted Entity to reduce, cancel or terminate its business with such Restricted Entity or otherwise interfere in any manner in any Restricted Entity’s business relationship with any of its customers, or (iii) solicit or accept business from any customer of any Restricted Entity in connection with a Restricted Business. For purposes of this Section 6.5(b), a Person shall be deemed to be an authorized government agencyemployee, provided customer, advertiser or strategic partner of any Restricted Entity if any such relationship existed or exists at any time (A) during the thirty (30) days prior to the execution of this Agreement or (B) after the Closing Date and during the operation of this provision, and any such Person shall cease to have the applicable status six months after the termination of any such relationship. (c) Such Restricted Person agrees that the foregoing covenants are reasonable with respect to their duration, geographic area and scope, to protect, among other things, Parent’s acquisition of the goodwill associated with the business of the Company. If a judicial or arbitral determination is made that any provision of this Section 6.5 constitutes an unreasonable or otherwise unenforceable restriction against a Restricted Person, then the provisions of this Section 6.5 shall be rendered void with respect to such Restricted Person only to the extent such judicial or arbitral determination finds such provisions to be unenforceable. In that regard, any judicial or arbitral authority construing this Section 6.5 shall be empowered to sever any prohibited business activity, time period or geographical area from the coverage of any such agreements and to apply the remaining provisions of this Section 6.5 to the remaining business activities, time periods and/or geographical areas not so severed. Moreover, in the event that any provision, or the application thereof, of this Section 6.5 is determined not to be specifically enforceable, Parent may be entitled to recover monetary damages as a result of the breach of such agreement. (d) Such Restricted Person acknowledges that he has carefully read and considered the provisions of this Section 6.5. Such Restricted Person acknowledges that he has received and will receive sufficient consideration and other benefits to justify the restrictions in this Section 6.5. Such Restricted Person also acknowledges and understands that these restrictions are reasonably necessary to protect interests of Parent, including, without limitation, protection of the goodwill acquired, and such Restricted Person acknowledges that such compliance does restrictions will not exceed prevent him from conducting businesses that required are not included in the Restricted Business set forth in this Section 6.5 during the periods covered by the law, regulation, or orderrestrictive covenants set forth in this Section 6.5. Such Restricted Person also acknowledges that the Contemplated Transactions constitute full and adequate consideration for the execution and enforceability of the restrictions set forth in this Section 6.5. (e) Such Restricted Persons who have not yet executed a confidentiality and assignment of inventions agreement shall execute an Intellectual Property Assignment Agreement.

Non-Competition. Because (a) As long as LCE or any of its Permitted Transferees directly or indirectly owns any Shares, and until the fifth anniversary of the Employer Group’s legitimate date that LCE and its Permitted Transferees cease to own any Shares, neither LCE nor its Affiliates shall directly or indirectly have any equity or other ownership or participation interest in (other than passive investments of no more than 5% of the equity of a company whose equity securities are publicly traded) any motion picture exhibition business (which business includes the concessions business associated with exhibition of motion pictures) in the Republic of Korea other than the Company or in such other territories in Asia in which the Company is then authorized to operate in accordance with the Articles of Incorporation. (b) Subject to and except as permitted by Sections 9.1(c), as long as Mediaplex or any of its Permitted Transferees directly or indirectly own any Shares, and until the fifth anniversary of the date that Mediaplex and its Permitted Transferees cease to own any 11 <PAGE> Shares, neither Mediaplex nor its Affiliates shall directly or indirectly have any equity or other ownership or participation interest (other than passive investments of no more than 5% of the equity of a company whose equity securities are publicly traded) in any motion picture exhibition business (which business includes the concessions business associated with exhibition of motion pictures) in the Republic of Korea other than the Company or in such other territories in Asia in which the Company is then authorized to operate in accordance with the Articles of Incorporation. (c) Notwithstanding Section 9.1(b), Mediaplex shall be entitled to retain a one hundred percent (100%) interest in the Cinehouse Theatre. (d) If either LCE or Mediaplex wishes to participate in or undertake any business venture which would otherwise be prohibited by Section 9.1(a) or 9.1(b) (a "New Venture"), the party proposing such New Venture (the "Proposing Party") shall first offer it to the Company by providing written notice (a "Notice of New Venture") to the Company containing a detailed description of the nature, structure and terms of such New Venture as well as a copy of any proposed agreements relating thereto. The Company shall have thirty (30) days to determine whether it wishes to pursue the New Venture, it being agreed that such determination shall be made by the Directors representing the non-Proposing Party. In the event that the Company determines not to participate in such New Venture, then the Proposing Party (and/or its Affiliates) shall have the right to enter into the New Venture as described in this Agreement and the good and valuable consideration Notice of New Venture independently or with such third Persons as it selects; provided that the terms related to such New Venture shall be no more favorable than the terms offered to the OptioneeCompany. Notwithstanding the foregoing sentence, to the receipt and sufficiency of which extent that there is acknowledged, during a material change in the term of Optionee’s employment and for the one year beginning on the last day details of the Optionee’s employment with New Venture as described in the CompanyNotice of New Venture, whether terminated for any reason or no reason, by a Proposing Party will not have the Optionee or the Company, (the “Restricted Period”), the Optionee agrees and covenants not right to engage in Prohibited Activity (as defined below) within the United States, or the geographical regions for which the Optionee provides services during the course of employment, whichever is larger. (i) For purposes of this non-compete clause, “Prohibited Activity” is activity in which the Optionee contributes the Optionee’s knowledge, directly or indirectly, participate in whole or in part, as undertake the New Venture without giving an associate, employer, owner, operator, manager, advisor, consultant, contractor, agent, partner, director, stockholder, officer, volunteer, intern, or any other similar capacity to an entity engaged in the same or similar business as the Employer Group, including those engaged in the business additional Notice of manufacturing and distribution of doors, windows, trim, and other building supplies manufactured or distributed by the Employer Group. Prohibited Activity also includes activity that may require or inevitably require disclosure of trade secrets, proprietary information, or Confidential Information. (ii) Nothing herein shall prohibit the Optionee from purchasing or owning less than five percent (5%) of the publicly traded securities of any corporation, provided that such ownership represents a passive investment and that the Optionee is not a controlling person of, or a member of a group that controls, such corporation. (iii) This Section 7(c) does not, in any way, restrict or impede the Optionee from exercising protected rights New Venture to the extent that such rights cannot be waived by agreement or from complying with any applicable law or regulation or a valid order of a court of competent jurisdiction or an authorized government agency, provided that such compliance does not exceed that required by the law, regulation, or orderCompany pursuant to this Section 9.1(d).

Non-Competition. Because (a) Tema acknowledges that KLRE is entering into this Agreement, in contemplation of undertaking substantial further development of the Employer Group’s legitimate business interest as described in Oil and Gas Properties. As a material inducement to KLRE entering into this Agreement Agreement, from and the good after Closing Tema shall not, and valuable consideration offered to the Optionee, the receipt shall ensure and sufficiency cause each Affiliate of which is acknowledged, during the term of Optionee’s employment and for the one year beginning on the last day of the Optionee’s employment with the Company, whether terminated for any reason or no reason, by the Optionee or the Company, (the “Restricted Period”), the Optionee agrees and covenants Tema not to engage in Prohibited Activity (as defined below) within the United States, or the geographical regions for which the Optionee provides services during the course of employment, whichever is larger. (i) For purposes of this non-compete clause, “Prohibited Activity” is activity in which the Optionee contributes the Optionee’s knowledgeto, directly or indirectly, acquire in whole any capacity during the period from and after the Execution Date and ending on the date that is two (2) years after the Closing Date (the “Non-Compete Period”), any interest in any Restricted Opportunity, whether alone or in part, as an associate, employer, owner, operator, manager, advisor, consultant, contractor, agent, a partner, directorjoint venturer or equity interest holder of any Person acquiring such interest. (b) As used herein “Restricted Opportunity” means any opportunity for, stockholderincluding an opportunity to finance, officerthe leasing, volunteeracquisition, internfarm-in, exploration, development, production, gathering or marketing or any combination of the foregoing, of oil, gas or other Hydrocarbons leases, Hydrocarbon interests, royalty interests, overriding royalty interests, Hydrocarbon interests payable out of production, production payments or any other similar capacity rights to an entity engaged acquire any of the foregoing interests in or attributable to any lands covering or burdening any lands burdened by the Leases or lands located within the counties set forth on Schedule 5.15(b); provided that “Restricted Opportunity” shall not include any transaction where the assets involved that are located in the same or similar business as the Employer Group, including those engaged in the business of manufacturing and distribution of doors, windows, trim, and other building supplies manufactured or distributed by the Employer Group. Prohibited Activity also includes activity that may require or inevitably require disclosure of trade secrets, proprietary information, or Confidential Information. (ii) Nothing herein shall prohibit the Optionee from purchasing or owning area described above include less than five ten percent (510%) of the publicly traded securities assets involved (either as to the number of acres or ▇▇▇▇▇ subject thereto or the value of such assets) in the transaction, and any assets in the area described above that are acquired as described in this provision shall be exempted from the restrictions in this Section 5.15(b); provided further that, if Tema or any of its Affiliates acquires any assets in the area described above, Tema or any of its Affiliates shall not subsequently acquire any additional oil and gas leases or mineral interests in production of Hydrocarbons in such area during the Non-Compete Period, except as permitted pursuant to this Section 5.15(b). Notwithstanding the foregoing, the following shall not be Restricted Opportunities: (i) the operation of and the exercise of any corporationrights or the participation (whether as a non-operator or operator) and exploration, provided development, production, gathering or marketing in any Hydrocarbon interests included in any assets owned by Tema or its Affiliates that are not Contributed Assets and were owned prior to the Execution Date (including the Excluded Assets) (and, upon request by KLRE, Tema shall provide reasonable evidence indicating that such ownership represents a passive investment and that the Optionee is not a controlling person of, assets were owned by Tema or a member of a group that controls, such corporation. (iii) This Section 7(c) does not, in any way, restrict or impede the Optionee from exercising protected rights its Affiliates prior to the extent that such rights cannot be waived by agreement or from complying with any applicable law or regulation or a valid order Execution Date) and (ii) the operation of a court of competent jurisdiction or an authorized government agency, provided that such compliance does not exceed that required by the law, regulation, or orderGateway Gathering and Marketing Company.

Non-Competition. Because of the Employer Group’s legitimate business interest as described in this Agreement and the good and valuable consideration offered to the Optionee, the receipt and sufficiency of which is acknowledged, during the term of Optionee’s employment and (a) Sellers agree that for the one a two (2) year period beginning on the last day Closing Date, neither Sellers nor any of the Optionee’s employment with the Company, whether terminated for any reason or no reason, by the Optionee or the Company, (the “Restricted Period”), the Optionee agrees and covenants not to engage in Prohibited Activity (as defined below) within the United Statestheir Affiliates will engage, or the geographical regions for which the Optionee provides services during the course of employmenthold any direct or indirect financial interest in any Person that engages, whichever is larger. (i) For purposes of this non-compete clause, “Prohibited Activity” is activity in which the Optionee contributes the Optionee’s knowledge, either directly or indirectly, in whole individually, or in partas a director, as an associateofficer, employeremployee, shareholder, manager, member, partner, owner, operatortrustee, manager, advisoragent, consultant, independent contractor, agentinvestor, partnerlender or principal or in any other capacity, directorin any Competing Business in any city, stockholdercounty, officer, volunteer, internstate, or any other similar capacity to an entity engaged in territory of the same United States; provided, that the passive ownership by Sellers or similar business as the Employer Group, including those engaged in the business its Affiliates of manufacturing and distribution of doors, windows, trim, and other building supplies manufactured or distributed by the Employer Group. Prohibited Activity also includes activity that may require or inevitably require disclosure of trade secrets, proprietary information, or Confidential Information. (ii) Nothing herein shall prohibit the Optionee from purchasing or owning less not more than five percent (5%) of the publicly traded any class of equity securities of any corporationPerson that engages in a Competing Business, provided that such ownership represents will not be deemed to be a passive investment and breach of this Section 8.21; provided, further, that the Optionee is Acquisition by any Seller or its Affiliates of any Competing Business will not be deemed to be a controlling person ofbreach of this Section 8.21 so long as (i) Seller did not acquire such assets of (or Person holding) the Competing Business for the purpose of acquiring the Competing Business, and (ii) if at any t▇▇▇ ▇▇▇▇▇▇ wishes to offer for sale the Competing Business, Seller shall first offer to Buyer the right to purchase the equity securities of the Person(s) holding the Competing Business or a member the assets of a group that controlsthe Competing Business (as the case may be) (and Buyer shall have not less than fifteen (15) Business Days to consider such offer), and (iii) the Competing Business constitutes less than twenty percent (20)% of the total assets subject to such corporationAcquisition and provides less than twenty percent (20)% of the gross revenues from the assets subject to such Acquisition. (iiib) This If, at the time of enforcement of any provision of this Section 7(c) does not8.21, a court should hold that the duration or scope restrictions stated herein are unreasonable or unenforceable under circumstances then existing, the parties agree that the maximum duration or scope permitted by applicable Law under such circumstances shall be substituted for the stated duration or scope. Whenever possible, each provision of this Section 8.21 will be interpreted in such manner as to be effective and valid under applicable Law. If the provisions of this Section 8.21 are held unforeseeable to any extent in any wayjurisdiction, restrict or impede such holding shall not impair the Optionee from exercising protected rights to the extent that such rights cannot be waived by agreement or from complying with enforceability of this Section 8.21 in any applicable law or regulation or a valid order of a court of competent jurisdiction or an authorized government agency, provided that such compliance does not exceed that required by the law, regulation, or orderother jurisdiction.

Non-Competition. Because 20.1 Neither the Seller nor any of the Employer Group’s legitimate business interest as described in this Agreement and the good and valuable consideration offered to the Optionee, the receipt and sufficiency of which is acknowledged, during the term of Optionee’s employment and for the one year beginning on the last day of the Optionee’s employment its affiliates with the Company, whether terminated for any reason or no reason, by the Optionee or the Company, Calgon Carbon Corporation (USA) group of companies (the “Restricted PeriodCalgon Affiliates”), ) shall compete for a period of two years from the Optionee agrees and covenants not to engage in Prohibited Activity (as defined below) Transfer Date within the United StatesEuropean Union as it exists on the Transfer Date (plus any EU accession and EFTA states as of such date including Switzerland) as well as Turkey, directly or indirectly the geographical regions Business as conducted on the Transfer Date, either by direct competition or by investing in any competitive business. 20.2 For the sake of good order, direct or indirect competition shall mean only intentional and material ongoing sales of competing products amounting to at least 10,000 EUR per sale or series of related sales and does not include unauthorized or immaterial or incidental acts of selling or distributing charcoal for which domestic consumer use by individuals who may be connected with the Optionee provides services during the course of employment, whichever is largerSeller. 20.3 This undertaking shall also not apply to: (i) the Seller or any of the Calgon Affiliates acquiring any interest ,controlling or otherwise, in any business which produces charcoal, including wood based charcoal, for non-consumer charcoal applications in its or in the Calgon Affiliates’ Activated Carbon Business; or (ii) acquiring and holding direct or indirectly interests or securities of any business engaged in such direct or indirect competition in a company so long as such activity does not constitute more than 10 % of the gross revenues of such business. The compensation for this non-compete obligation is included in the Business Purchase Price. 20.4 In the event that the Seller or a Calgon Affiliate does acquires a business which contains an activity subject to the limitations in this Article in competition with the Business, then the acquisition shall be notified to the Buyers, and the Buyers shall have a 90-day right of first refusal to acquire such business on mutually satisfactory terms, and failing agreement, then the Seller or the Calgon Affiliate shall make its best efforts to divest the business to another buyer taking to regard the Buyers’ best interests under this non-competition undertaking, provided that nothing herein shall require shutting down the business in the event the right of first refusal is not exercised or a buyer is not found. 20.5 For purposes each breach of this non-compete clausecompetition undertaking, “Prohibited Activity” is activity the Seller shall pay to Buyer 1 an amount of 100,000 EUR (one hundred thousand EUR) as liquidated damages for each violation; in which the Optionee contributes the Optionee’s knowledgecase of a continuing violation, directly or indirectly, in whole or in part, each two week continuing violation shall be considered as an associate, employer, owner, operator, manager, advisor, consultant, contractor, agent, partner, director, stockholder, officer, volunteer, intern, or any other similar capacity to an entity engaged in the same or similar business as the Employer Group, including those engaged in the business of manufacturing and distribution of doors, windows, trim, and other building supplies manufactured or distributed by the Employer Group. Prohibited Activity also includes activity that may require or inevitably require disclosure of trade secrets, proprietary information, or Confidential Information. (ii) Nothing herein shall prohibit the Optionee from purchasing or owning less than five percent (5%) of the publicly traded securities of any corporationa separate violation, provided that in all events Seller’s liability as the case may be for all such ownership represents liquidated damages shall be limited to a passive total of 2,400,000 million EUR (two million four hundred thousand EUR) over the two year period of this undertaking. 20.6 The Seller recognizes that the non-competition undertaking is essential to the Buyers’ investment in the Business and that damages may not adequately compensate the Optionee is not a controlling person ofBuyers for breach thereof and therefore agrees that on proof of breach of such undertaking the Buyers may, or a member notwithstanding the arbitral provisions of a group that controlsArticle 24, pursue injunctive relief in court to prevent continuation of any such corporation. (iii) This Section 7(c) does not, in any way, restrict or impede the Optionee from exercising protected activity without limitation to its rights to the extent that such rights cannot be waived by agreement or from complying with recover any applicable law or regulation or a valid order of a court of competent jurisdiction or an authorized government agency, provided that such compliance does not exceed that required by the law, regulation, or orderdamages suffered thereby.

Non-Competition. Because (a) Except with the prior written consent of the Employer Group’s legitimate business interest as described in this Agreement and Buyer, for a period of three (3) years following the good and valuable consideration offered to the Optionee, the receipt and sufficiency of which is acknowledged, during the term of Optionee’s employment and for the one year beginning on the last day of the Optionee’s employment with the Company, whether terminated for any reason or no reason, by the Optionee or the Company, Closing Date (the “Restricted Restriction Period”), the Optionee agrees Seller shall not, and covenants shall cause members of the Seller Group (the Seller together with the other members of the Seller Group, the “Restricted Entities”) not to operate or engage in Prohibited Activity in, or take steps to prepare to operate or engage in, any business conduct or activity that would compete with the Business (as defined belowsuch Business is conducted immediately prior to the Closing Date) within worldwide (such business, as so conducted, a “Competing Business”). (b) Notwithstanding any provision to the United Statescontrary in this Section 5.10, any Restricted Entity may, directly or the geographical regions for which the Optionee provides services during the course of employment, whichever is larger.indirectly: (i) For purposes purchase or otherwise acquire by merger, purchase of this assets, stock or equity interest or otherwise any Person or business the acquisition of which would otherwise cause non-compete clausecompliance with Section 5.10(a), other than a De Minimis Investment (an “Prohibited Activity” is activity in which Acquisition”), so long as no more than 25% of the Optionee contributes revenues of such Person or business are derived from the Optionee’s knowledge, directly or indirectly, in whole or in part, as an associate, employer, owner, operator, manager, advisor, consultant, contractor, agent, partner, director, stockholder, officer, volunteer, intern, Competing Business; provided that if the Seller or any other similar capacity of its Affiliates acquire any interest that is not a De Minimis Investment (whether as a result of a merger, purchase of assets, stock or equity interest or otherwise) in any Person or business that engages in a Competing Business, then, to an entity engaged in the same extent such Person or similar business as is not a De Minimis Business, the Employer GroupSeller and its Affiliates shall, including those engaged in within twelve (12) months from the date such transaction is consummated (regardless of whether such twelve (12) months expires during or after the Restriction Period), either divest or Wind-Down such portion of any such Person or business of manufacturing and distribution of doors, windows, trim, and other building supplies manufactured or distributed by the Employer Group. Prohibited Activity also includes activity that may require or inevitably require disclosure of trade secrets, proprietary information, or Confidential Information.is a Competing Business; (ii) Nothing herein shall prohibit acquire, own or manage for the Optionee from purchasing account of third parties indirectly through a mutual fund, employee benefit plan, trust account not controlled by the Seller Group or owning less than five percent (5%) similar investment pool or vehicle, any class of the publicly traded securities security of any corporation, provided that Person regardless of whether such ownership represents Person engages in a passive investment and that the Optionee is not a controlling person of, or a member of a group that controls, such corporation.Competing Business; and (iii) This have manufactured and sell Business Products that are not Transferred Products; provided that the applicable Seller Party must send an “end-of-life” notice with respect to each such Business Product within sixty (60) days after the date hereof. (c) The restrictions set forth in this Section 7(c5.10 shall not apply to any third Person or any of such third Person’s current or future Affiliates that acquires, via a merger or business combination, any member of the Seller Group, or otherwise acquires all or part of the equity or assets of any member of the Seller Group. (d) does notNone of the following shall be a violation of this Section 5.10: (x) the sale, distribution, license, fulfillment or other disposition, or any research, development, design, manufacture, procurement, provision, use, testing, marketing, configuration, qualification, installation, integration, support, or other commercialization and use (the foregoing collectively, “Exploitation”), by any member of the Seller Group of products, technology, service or support that are not in the Competing Business (collectively “Non-Competing Products”) to Person(s) who are engaged in a Competing Business, including the Exploitation of Non-Competing Products for use or integration with products or technology that are in Competing Businesses, (y) the Exploitation of products, technology, services or support, or other conduct of business, involving or relating to wireless wide area networks such as products for cellular infrastructure, or (z) the prosecution of any Intellectual Property Right not included in the Transferred Assets. (e) Exceptions set forth in Section 5.10(b)-(d) are set forth therein for the avoidance of doubt, as such exceptions cover actions not necessarily restricted by Section 5.10(a), and no inference shall be drawn that the activities described in such Section 5.10(b)-(d) are in any wayway restricted or limited by the restrictions set forth in Section 5.10(a). (f) If, restrict or impede at any time of enforcement of any of the Optionee from exercising protected rights to the extent that such rights cannot be waived by agreement or from complying with any applicable law or regulation or a valid order provisions of this Section 5.10, a court of competent jurisdiction holds that the restrictions stated herein are unreasonable under the circumstances then existing, the parties hereto agree that the maximum period, scope or an authorized government agency, provided geographic area of this Section 5.10 shall be limited to those that are reasonable under the circumstances as determined by such compliance does not exceed that required by the law, regulation, or ordercourt.

Non-Competition. Because (a) Except as permitted by this Section 5.17 or by any Ancillary Agreement, for a period of four (4) years from the Employer Group’s legitimate business interest as described in this Agreement and the good and valuable consideration offered to the OptioneeClosing Date, the receipt Seller shall not, and sufficiency of which is acknowledged, during the term of Optionee’s employment and for the one year beginning on the last day of the Optionee’s employment with the Company, whether terminated for any reason or no reason, by the Optionee or the Company, (the “Restricted Period”), the Optionee agrees and covenants shall cause its Subsidiaries not to engage in Prohibited Activity (as defined below) within the United States, or the geographical regions for which the Optionee provides services during the course of employment, whichever is larger. (i) For purposes of this non-compete clause, “Prohibited Activity” is activity in which the Optionee contributes the Optionee’s knowledgeto, directly or indirectly, engage in, own or operate any Competing Business; provided that nothing contained in whole this Section 5.17 shall preclude, prohibit or in part, as an associate, employer, owner, operator, manager, advisor, consultant, contractor, agent, partner, director, stockholder, officer, volunteer, intern, restrict the Seller or any other similar capacity to an entity engaged of its Subsidiaries from engaging in the same or similar business as the Employer Group, including those engaged any manner in the business of manufacturing and distribution of doors, windows, trim, and other building supplies manufactured or distributed by the Employer Group. Prohibited Activity also includes activity that may require or inevitably require disclosure of trade secrets, proprietary information, or Confidential Informationany Permitted Business. (iib) Nothing herein shall Notwithstanding anything to the contrary herein, nothing contained in this Section 5.17 shall: (i) prohibit the Optionee Seller or any of its Subsidiaries from purchasing acquiring (whether by merger, consolidation, stock or owning asset purchase, joint venture or other similar transaction) or holding less than ten percent (10%) of the outstanding shares of capital stock, outstanding partnership interests or other outstanding equity interests in any Person or business that engages in any Competing Business if the portion of such Person’s or business’s consolidated revenue derived from such Competing Business during the calendar year immediately prior to the consummation of such acquisition constituted less than five percent (5%) of such Person’s or business’s total consolidated revenue during such calendar year; provided such shares of capital stock, partnership interests or equity interests are purchased and held solely for investment purposes; (ii) prohibit the publicly traded securities Seller or any of any corporationits Subsidiaries from acquiring (whether by merger, provided that such ownership represents a passive investment and that the Optionee is not a controlling person ofconsolidation, stock or asset purchase, joint venture or other similar transaction) or holding shares of capital stock or a member partnership or other equity interest in any Person or business that engages in any Competing Business, if the portion of such Person’s or business’s total consolidated revenue derived from such Competing Business during the calendar year immediately prior to the consummation of such acquisition constituted less than twenty percent (20%) of such Person’s or business’s total consolidated revenue during such calendar year; provided, however, that if such Person’s or business’s total consolidated third party revenues in the United States derived from such Competing Business during the calendar year immediately prior to the consummation of such acquisition exceeds $50 million, the Seller or its applicable Subsidiary shall liquidate, sell or dispose (whether by merger, consolidation, stock or asset purchase, joint venture or other similar transaction) that portion of such Person or business that constitutes a group that controls, such corporation.Competing Business as promptly as practicable (and in any event within two (2) years after the acquisition thereof); (iii) This Section 7(c) does not, in prohibit or otherwise restrict the Seller or any way, restrict or impede the Optionee from exercising protected rights to the extent that such rights cannot be waived by agreement or of its Subsidiaries from complying with any Ancillary Agreement; (iv) prohibit or otherwise restrict the Seller or any of its Subsidiaries from selling, distributing, marketing or otherwise providing any products or services not constituting Competing Business in the ordinary course of the Seller’s or such Subsidiary’s business to a Person or business engaged in the applicable Competing Business; or (v) be interpreted in any way to adversely affect, or restrict the Seller or any of its Subsidiaries from conducting, a Permitted Business. (c) The Seller acknowledges and agrees that (i) it would be difficult to calculate damages to the Purchaser from any breach of the obligations under this Section 5.17, (ii) injury to the Purchaser from any such breach would be irreparable and impossible to measure and (iii) the remedy at law for any breach or threatened breach of this Section 5.17, including monetary damages, would therefore be an inadequate remedy and, accordingly, the Purchaser shall have the right to specific performance and injunctive or other equitable relief of its rights under this Section 5.17, in addition to any and all other rights and remedies at law or regulation in equity, and all such rights and remedies shall be cumulative. (d) The Parties acknowledge and agree that this Section 5.17 constitutes an independent covenant and shall not be affected by performance or nonperformance of any other provision of this Agreement by the other Party. The Parties further acknowledge and agree that the restrictive covenants and other agreements contained in this Section 5.17 are an essential part of this Agreement and the transactions contemplated hereby. It is the intent of the Parties that the provisions of this Section 5.17 shall be enforced to the fullest extent permissible under the Laws and public policies applied in each jurisdiction in which enforcement is sought. Each of the Parties has independently consulted with its counsel and, after such consultation, agrees that the covenants set forth in this Section 5.17 are intended to be reasonable and proper in scope, duration and geographical area and in all other respects. If any such covenant is found to be invalid, void or unenforceable in any situation in any jurisdiction by a valid order final determination of a court or any other Governmental Authority of competent jurisdiction jurisdiction, the Parties agree that: (i) such determination shall not affect the validity or an authorized government agencyenforceability of (A) the offending term or provision in any other situation or in any other jurisdiction, provided or (B) the remaining terms and provisions of this Section 5.17 in any situation in any jurisdiction; (ii) the offending term or provision shall be reformed rather than voided and the court or Governmental Authority making such determination shall have the power to reduce the scope, duration or geographical area of any invalid or unenforceable term or provision, to delete specific words or phrases, or to replace any invalid or enforceable term or provision with a term or provision that is valid and enforceable and that comes closest to expressing the intention of the invalid or unenforceable provision, in order to render the restrictive covenants set forth in this Section 5.17 enforceable to the fullest extent permitted by applicable Law; and (iii) the restrictive covenants set forth in this Section 5.17 shall be enforceable as so modified. (e) This Section 5.17 is solely for the benefit of, and is enforceable by, the Parties and shall not be deemed to confer upon any other Person any remedy, benefit, claim, liability, reimbursement, claim of Action or other right of any nature whatsoever. (f) Notwithstanding anything to the contrary contained herein, prior to any Person acquiring, directly or indirectly (whether by merger, consolidation, stock or asset purchase, joint venture or other similar transaction), (x) twenty percent (20%) or more of the outstanding capital stock or partnership or other equity interests in any of the Mexico Subsidiaries or (y) assets, businesses, divisions or Subsidiaries that constitute twenty percent (20%) or more of the net revenues, net income or assets of the Mexico Business, taken as a whole, such compliance does Person shall be required to agree in writing that the acquired assets, businesses, divisions or Subsidiaries of the Mexico Business (and not exceed that required any other assets, businesses, divisions or Subsidiaries of such Person) shall continue to be bound by the lawobligations set forth in this Section 5.17 that are applicable to the Mexico Business as conducted by the Seller and its Subsidiaries at such time, regulationand the Purchaser shall be a third party beneficiary with respect to such obligations of such Person. (g) As used in this Section 5.17, or order.the following terms shall have the following meanings:

Non-Competition. Because (a) Except with the prior written consent of the Employer Group’s legitimate business interest as described in this Agreement and the good and valuable consideration offered to the Optionee, the receipt and sufficiency of which is acknowledgedBuyer, during the term of Optionee’s employment period commencing immediately after the Closing Date and for the one year beginning ending on the last day third anniversary of the Optionee’s employment Closing Date, the Seller shall not, and shall cause its Subsidiaries (the Seller together with the Companyits Subsidiaries, whether terminated for any reason or no reason, by the Optionee or the Company, (the “Restricted PeriodEntities”), the Optionee agrees and covenants ) not to engage in Prohibited Activity (i) any business with annual revenue greater than $10,000,000 whose primary revenue source comes from owning and operating consumer facing websites or (ii) any consumer facing internet business that provides financial information or price comparison or search services (each such business, as defined belowso conducted, a “Competing Business”). (b) within Notwithstanding any provision to the United Statescontrary in this Section 5.12, the Restricted Entities, collectively, may, directly or the geographical regions for which the Optionee provides services during the course of employment, whichever is larger.indirectly: (i) For purposes purchase or otherwise acquire by merger, purchase of this assets, stock or controlling interest or otherwise any Person or business the acquisition of which would otherwise cause non-compete clausecompliance with Section 5.12(a) (such acquired Person, the “Prohibited Activity” is activity in which the Optionee contributes the Optionee’s knowledgeAcquired Entity”), directly or indirectly, in whole or in part, as an associate, employer, owner, operator, manager, advisor, consultant, contractor, agent, partner, director, stockholder, officer, volunteer, intern, or any other similar capacity so long as: (A) a Restricted Entity divests to an entity engaged unaffiliated third party within six months of such acquisition any portion of such business that would otherwise cause non-compliance with Section 5.12(a) unless the third anniversary of the Closing has occurred prior to such six-month anniversary); or (B) at the time of such acquisition, the revenues derived from that portion of the Acquired Entity that engages in the same or similar business as Competing Business constitute less than 20% of the Employer Group, including those engaged in annual net revenues of the business Acquired Entity for each of manufacturing and distribution of doors, windows, trim, and other building supplies manufactured or distributed by the Employer Group. Prohibited Activity also includes activity that may require or inevitably require disclosure of trade secrets, proprietary information, or Confidential Information.last 3 years prior to such acquisition; (ii) Nothing herein shall prohibit the Optionee from purchasing acquire, own or owning less than five percent (5%) invest in any class of the publicly traded securities security of any corporationPerson regardless of whether such Person engages in a Competing Business, provided that but only to the extent such acquisition, ownership represents or investment is completed through a passive investment and that bona fide employee benefit plan of any Restricted Entity in the Optionee is not a controlling person of, or a member ordinary course of a group that controls, such corporation.plan's operation; or (iii) This Section 7(c) does nothold or make investments in any Person if such securities are listed on an internationally recognized securities exchange, in each case not in excess of 5% of the outstanding securities of such Person. (c) In the event any waySubsidiary of the Seller ceases to be a Subsidiary of the Seller (whether by divestiture, restrict merger or impede business combination), the Optionee from exercising protected rights provisions of this Section 5.12 shall no longer apply to such Person or any surviving entity of the extent that same. (d) The restrictions set forth in this Section 5.12 shall not apply to any third Person who is engaged in a Competing Business at the time such rights cannot be waived by agreement third Person engages in a merger or from complying business combination with a Restricted Entity, including any applicable law or regulation or a valid order surviving entity of the same. (e) If, at any time of enforcement of any of the provisions of this Section 5.12, a court of competent jurisdiction holds that the restrictions stated herein are unreasonable under the circumstances then existing, the parties hereto agree that the maximum period, scope or an authorized government agency, provided geographic area of this Section 5.12 shall be limited to those that such compliance does not exceed that required by are necessary or appropriate to protect the law, regulation, or orderproperty of the Transferred Group.

Non-Competition. Because (a) For a period from the date hereof until the fifth (5) anniversary of the Employer Group’s legitimate Closing Date, Seller Parent shall not, and shall cause its Subsidiaries not to, (i) build a new manufacturing facility in the United States that would primarily manufacture insulated wire for customers in the automotive and appliance industries ("Restricted Business") or (ii) purchase any business, whether in corporate, proprietorship or partnership form or otherwise, which in the aggregate derive more than 25% of its consolidated revenues from a Restricted Business in the United States in the most recently completed fiscal year prior to such acquisition; provided, however, that Seller Parent and its Subsidiaries shall be permitted to purchase such a business interest so long as described in Seller Parent or its Subsidiaries divest a sufficient portion of such business to comply with this Agreement and provision within 12 months after the good and valuable consideration offered acquisition of such business. Notwithstanding anything to the Optioneecontrary, this Section 7.4(a) shall cease to apply to Seller Parent and/or any of its Subsidiaries (i) upon the receipt and sufficiency sale of which is acknowledged, during the term of Optionee’s employment and for the one year beginning on the last day more than 50% of the Optionee’s employment with capital stock of Seller Parent or any such Subsidiary (including by way of merger, stock sale or otherwise) to a Person that is not an Affiliate of Seller Parent or (ii) if Section 7.4(b) ceases to apply to Purchaser. For the Companyavoidance of doubt, whether terminated for this Section 7.4(a) shall not apply to any reason or no reason, by the Optionee or the Company, (the “Restricted Period”), the Optionee agrees and covenants Person that is not to engage in Prohibited Activity (as defined below) within the United States, or the geographical regions for which the Optionee provides services during the course an Affiliate of employment, whichever is largerSeller Parent that purchases any assets from Seller Parent and/or its Subsidiaries. (b) For a period from the date hereof until the fifth (5) anniversary of the Closing Date, Purchaser shall not, and shall cause its Subsidiaries not to, use the assets (including by means of a sale-leaseback or similar arrangement) located at the Zaragosa Facility on the Closing Date (or replacements of such ass▇▇▇) ("▇aragosa Assets") to sell more than three million pounds of bare c▇▇▇▇▇ ▇▇re per calendar year; provided, however, that sales to any Affiliate of Purchaser that converts the purchased bare wire to insulated wire or some other non-bare wire shall not be counted in the above limitation. Purchaser shall cause any Affiliate of Purchaser that purchases, uses, controls (including by means of a sale-leaseback or similar arrangement) or is otherwise the transferee of such assets to be bound by this Section 7.4(b). Notwithstanding anything to the contrary, this Section 7.4(b) shall cease to apply to Purchaser and/or any of its Affiliates (i) For purposes upon the sale of this non-compete clause, “Prohibited Activity” is activity in which more than 50% of the Optionee contributes the Optionee’s knowledge, directly or indirectly, in whole or in part, as an associate, employer, owner, operator, manager, advisor, consultant, contractor, agent, partner, director, stockholder, officer, volunteer, intern, capital stock of Purchaser or any other similar capacity such Affiliate (including by way of merger, stock sale or otherwise) to a Person that is not an entity engaged in Affiliate of Purchaser or (ii) if Section 7.4(a) ceases to apply to Seller Parent. For the same avoidance of doubt, this Section 7.4(b) shall not apply to any Person that is not an Affiliate of Purchaser that purchases any assets from Purchaser and/or its Subsidiaries unless such Person permits Purchaser or its Affiliates to use or control (including by means of a sale-leaseback or similar business as arrangement) any of the Employer Group, including those engaged in the business of manufacturing and distribution of doors, windows, trim, and other building supplies manufactured or distributed by the Employer Group. Prohibited Activity also includes activity that may require or inevitably require disclosure of trade secrets, proprietary information, or Confidential InformationZaragosa Assets. (iic) Nothing herein shall prohibit the Optionee from purchasing or owning less than five percent (5%) The covenants and undertak▇▇▇▇ ▇▇▇tained in Sections 7.1 and 7.4 relate to matters which are of a special, unique and extraordinary character and a violation of any of the publicly traded securities terms of any corporationSections 7.1 and 7.4 will cause irreparable injury to affected party, provided that such ownership represents a passive investment the amount of which will be impossible to estimate or determine and that the Optionee is not a controlling person of, or a member of a group that controls, such corporation. (iii) This Section 7(c) does not, in any way, restrict or impede the Optionee from exercising protected rights to the extent that such rights which cannot be waived by agreement adequately compensated. Accordingly, the remedy at law for any breach of Sections 7.1 and 7.4 will be inadequate. Therefore, the affected party will be entitled to an injunction, restraining order or other equitable relief from complying with any applicable law or regulation or a valid order of a court of competent jurisdiction in the event of any breach of Sections 7.1 and 7.4 without the necessity of proving actual damages or an authorized government agencyposting any bond whatsoever. The rights and remedies provided by Sections 7.1 and 7.4 are cumulative and in addition to any other rights and remedies which Purchaser may have hereunder or at law or in equity. (d) The parties hereto agree that, provided if any court of competent jurisdiction in a final nonappealable judgment determines that a specified time period, a specified geographical area, a specified business limitation or any other relevant feature of this Section 7.4 is unreasonable, arbitrary or against public policy, then a lesser time period, geographical area, business limitation or other relevant feature which is determined by such compliance does court to be reasonable, not exceed that required by arbitrary and not against public policy may be enforced against the law, regulation, or orderapplicable party.

Non-Competition. Because of (a) During the Employer Group’s legitimate business interest as described in this Agreement and the good and valuable consideration offered to the Optionee, the receipt and sufficiency of which is acknowledged, during the term of Optionee’s employment and for the one year beginning period commencing on the last day of Closing Date and ending four (4) years after the Optionee’s employment with the CompanyClosing Date, whether terminated for any reason or no reasonSellers shall not, by the Optionee or the Company, (the “Restricted Period”), the Optionee agrees and covenants shall cause their Affiliates not to engage in Prohibited Activity (as defined below) within the United States, or the geographical regions for which the Optionee provides services during the course of employment, whichever is larger. (i) For purposes of this non-compete clause, “Prohibited Activity” is activity in which the Optionee contributes the Optionee’s knowledgeto, directly or indirectly, in whole any capacity (i) develop, construct, lease, own, manage, operate or in partcontrol any Prohibited Business that is located within the Territory, as an associate, employer, owner, operator, manager, advisor, consultant, contractor, agent, partner, director, stockholder, officer, volunteer, intern, or any other similar capacity to an entity engaged in the same or similar business as the Employer Group, including those engaged in the business of manufacturing and distribution of doors, windows, trim, and other building supplies manufactured or distributed by the Employer Group. Prohibited Activity also includes activity that may require or inevitably require disclosure of trade secrets, proprietary information, or Confidential Information. (ii) Nothing herein shall prohibit manage or provide management or consulting services to, or participate in the Optionee from purchasing management or owning less than five percent control of, any Person with respect to the development, construction, ownership or operation of any Prohibited Business that is located within the Territory, or (5%iii) own a financial interest in, or lend money to, any Person that engages in any of the publicly traded securities activities described in clauses (i) and (ii), above; provided, however, that Sellers may (x) acquire a Person that engages in the Prohibited Business, among other activities of any corporationsuch Person, in the Territory, provided that such ownership represents Person’s EBITDA from the conduct of such Prohibited Business in the Territory does not exceed 10% of its total EBITDA for the completed portion of its then current fiscal year and the full fiscal year immediately prior to such acquisition, and (y) enter into, at arm’s length, any bona fide joint venture (or partnership or other business arrangement) for the development or operation of a passive investment and business that the Optionee is not a controlling person ofProhibited Business in the Territory with any Person who is not directly engaged in the Prohibited Business in the Territory but which is an Affiliate of another Person engaged in the Prohibited Business in the Territory; provided, further, that nothing contained in this Section 10.8 shall prohibit or otherwise restrict Sellers’ current or future operation of inpatient rehabilitation facilities. In the event that Sellers or their Affiliates complete a member of transaction described in Section 10.8(a)(x), Sellers or their Affiliates shall offer the acquired Prohibited Business in the Territory to LifeCare at a group that controls, such corporation. (iii) This Section 7(c) does not, in any way, restrict or impede the Optionee from exercising protected rights purchase price equal to the extent that such rights cannot be waived by agreement greater of fair market value or from complying with any applicable law or regulation or a valid order of a court of competent jurisdiction or an authorized government agency, provided that such compliance does not exceed that required by the law, regulation, or order.purchase price allocated to the Prohibited Business in

Non-Competition. Because (a) Subject to the provisions of this Section 5.08, for a period from the Closing Date until the fifth anniversary of the Employer Group’s legitimate business interest as described in this Agreement Closing Date, none of Seller Parent or Sellers shall, and the good and valuable consideration offered to the Optionee, the receipt and sufficiency each of which is acknowledged, during the term of Optionee’s employment and for the one year beginning on the last day of the Optionee’s employment with the Company, whether terminated for any reason or no reason, by the Optionee or the Company, (the “Restricted Period”), the Optionee agrees and covenants them shall cause their respective Affiliates not to engage in Prohibited Activity (as defined below) within the United States, or the geographical regions for which the Optionee provides services during the course of employment, whichever is larger. (i) For purposes of this non-compete clause, “Prohibited Activity” is activity in which the Optionee contributes the Optionee’s knowledgeto, directly or indirectly, own, manage or operate any business, whether in whole corporate, proprietorship or partnership form or otherwise, engaged in partany Competing Business anywhere in the world; provided, as an associatehowever, employerthat it shall not be deemed to be a violation of this Section 5.08 for Seller Parent, owner, operator, manager, advisor, consultant, contractor, agent, partner, director, stockholder, officer, volunteer, intern, any Seller or any other similar capacity of their respective Affiliates to an entity engaged invest in the same or similar business own or hold any publicly-traded securities of any Restricted Person so long as the Employer GroupSeller Parent’s, including those engaged in the business of manufacturing and distribution of doors, windows, trim, and other building supplies manufactured such Seller’s or distributed by the Employer Group. Prohibited Activity also includes activity that may require such Affiliate’s investment or inevitably require disclosure of trade secrets, proprietary information, or Confidential Information. (ii) Nothing herein shall prohibit the Optionee from purchasing or owning interest is less than five percent (5%) of the publicly traded outstanding securities of any corporationclass of such publicly-traded securities in such Restricted Person and Seller Parent, such Seller or such Affiliate, as applicable, do not Control such Restricted Person or participate directly in such Restricted Person’s Competing Business. If and to the extent the aforementioned non-competition obligation has effect on any markets in Europe, (i) the term of the non-competition obligation shall be limited to the period from the Closing Date until the third anniversary of the Closing Date and (ii) the geographical scope shall be restricted to the countries set forth in Schedule 5.08; provided that such ownership represents a passive investment in no event shall this sentence limit the non-competition obligations with respect to markets outside of Europe. If and to the extent the aforementioned non-competition obligation has effect on any markets in Australia, (x) the term of the non-competition obligation shall be limited to the period from the Closing Date until any of the fifth, fourth, third, second and first anniversary of the Closing Date and (y) the geographical scope shall be any of A▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, New South Wales, Victoria, Tasmania, South Australia, the Northern Territory and Australian Capital Territory; provided that in no event shall this sentence limit the Optionee is not a controlling person of, or a member non-competition obligations with respect to markets outside of a group that controls, such corporationAustralia. (iiib) This Section 7(c) does not, in any way, restrict or impede If the Optionee from exercising protected rights to the extent that such rights cannot be waived by agreement or from complying with any applicable law or regulation or a valid order final judgment of a court of competent jurisdiction declares that any term or an authorized government agencyprovision of Section 5.08 is invalid or unenforceable, provided the parties hereto agree that such compliance does not exceed that required by the lawcourt making the determination of invalidity or unenforceability will have the power to reduce the scope, regulationduration, or orderarea of the term or provision, to delete specific words or phrases, or to replace any invalid or unenforceable term or provision with a term or provision that is valid and enforceable and that comes closest to expressing the intention of the invalid or unenforceable term or provision, and this Agreement will be enforceable as so modified after the expiration of the time within which the judgment may be appealed.

Non-Competition. Because As a material inducement to Holdings’ consummation of the Employer Group’s legitimate business interest as described in this Agreement and the good and valuable consideration offered to the OptioneeContemplated Transactions, the receipt and sufficiency of which is acknowledged, during the term of Optionee’s employment and for the one year beginning on the last day including Holdings’ acquisition of the Optionee’s employment goodwill associated with the business of the Company, whether terminated the Unitholder agrees as follows: (a) The Unitholder will not, for a period of three (3) years following the Closing Date (computed by excluding from such computation any reason or no reason, time during which any of the Unitholder is found by the Optionee or the Company, a court of competent jurisdiction to have been in violation of any provision of this Section 5.5(a)) (the “Restricted Period”), the Optionee agrees and covenants not to engage in Prohibited Activity (as defined below) within the United States, or the geographical regions for which the Optionee provides services during the course of employment, whichever is larger. (i) For purposes of this non-compete clause, “Prohibited Activity” is activity in which the Optionee contributes the Optionee’s knowledge, directly or indirectly, in whole for itself or on behalf of or in partconjunction with any other Person, engage in, invest in or otherwise participate in (whether as an associate, employer, owner, operatoremployee, officer, director, manager, advisor, consultant, independent contractor, agent, partner, director, stockholder, officer, volunteer, internadvisor, or in any other similar capacity to an entity engaged in the same or similar capacity) any business as the Employer Group, including those engaged in that competes with the business of manufacturing and distribution of doorsthe Company (such business, windows, trim, and other building supplies manufactured or distributed by the Employer Group. Prohibited Activity also includes activity that may require or inevitably require disclosure of trade secrets, proprietary information“Restricted Business”) in any Restricted Area, or Confidential Information. (ii) Nothing herein at any time following the Closing Date make any use of any Company Intellectual Property other than in connection with the business of the Company. Notwithstanding the above, the foregoing covenant shall not be deemed to prohibit the Optionee from purchasing or owning less acquisition as a passive investment of not more than five one percent (51%) of the publicly traded securities of any corporation, provided that such ownership represents a passive investment and that the Optionee is not a controlling person of, or a member capital stock of a group that controls, such corporationcompeting business whose stock is traded on a national securities exchange or over-the-counter market. (iiib) This Section 7(c) does The Unitholder will not, in for a period of three (3) years following the Closing Date (computed by excluding from such computation any way, restrict or impede time during which any of the Optionee from exercising protected rights to the extent that such rights cannot be waived Unitholder is found by agreement or from complying with any applicable law or regulation or a valid order of a court of competent jurisdiction to have been in violation of any provision of this Section 5.5(b)), directly or indirectly, for itself or on behalf of or in conjunction with any other Person, (i) solicit or hire (or assist or encourage any other Person to solicit or hire), or otherwise interfere in any manner with the employment or consulting relationship of, any Person who is an authorized government agencyemployee or consultant of any of Holdings, provided the Company or any of Holdings’ other subsidiaries (each, a “Restricted Entity”), other than by general public advertisement or other such general solicitation not specifically targeted at any such Person, (ii) induce or request any customer of any Restricted Entity to reduce, cancel or terminate its business with a Restricted Entity or otherwise interfere in any manner in any Restricted Entity’s business relationship with any of its customers, or (iii) solicit or accept business from any customer of any Restricted Entity in connection with a Restricted Business. For purposes of this Section 5.5(b), a Person shall be deemed to be an employee, consultant or customer of any Restricted Entity if any such relationship existed or exists at any time (A) during the thirty (30) days prior to the execution of this Agreement or (B) after the Closing Date and during the operation of this provision, and any such Person shall cease to have the applicable status one year after the termination of any such relationship. (c) The Unitholder agrees that the foregoing covenants are reasonable with respect to their duration, geographic area and scope, to protect, among other things, Holdings’ acquisition of the goodwill associated with the business of the Company. If a judicial or arbitral determination is made that any provision of this Section 5.5 constitutes an unreasonable or otherwise unenforceable restriction against the Unitholders, then the provisions of this Section 5.5 shall be rendered void with respect to the Unitholder only to the extent such judicial or arbitral determination finds such provisions to be unenforceable. In that regard, any judicial or arbitral authority construing this Section 5.5 shall be empowered to sever any prohibited business activity, time period or geographical area from the coverage of any such agreements and to apply the remaining provisions of this Section 5.5 to the remaining business activities, time periods and/or geographical areas not so severed. Moreover, in the event that any provision, or the application thereof, of this Section 5.5 is determined not to be specifically enforceable, Holdings shall nevertheless be entitled to recover monetary damages as a result of the breach of such agreement. (d) The Unitholder acknowledges that they have carefully read and considered the provisions of this Section 5.5. The Unitholder acknowledges that they have received and will receive sufficient consideration and other benefits to justify the restrictions in this Section 5.5. The Unitholder also acknowledges and understands that these restrictions are reasonably necessary to protect interests of Holdings, including protection of the goodwill acquired, and the Unitholder acknowledges that such compliance does restrictions will not exceed prevent them from conducting businesses that required are not included in the Restricted Business set forth in this Section 5.5 during the periods covered by the law, regulation, or orderrestrictive covenants set forth in this Section 5.5. The Unitholder also acknowledges that the Contemplated Transactions constitute full and adequate consideration for the execution and enforceability of the restrictions set forth in this Section 5.5.

Non-Competition. Because (a) Seller agrees that, as part of the Employer Group’s legitimate business interest as described in this Agreement and the good and valuable consideration offered to the Optionee, the receipt and sufficiency of which is acknowledged, during the term of Optionee’s employment and for the one year beginning on the last day payment of the Optionee’s employment with Purchase Price, for a period of two (2) years immediately following the CompanyClosing Date, whether terminated for neither Seller nor any reason or no reason, by the Optionee or the Company, (the “Restricted Period”), the Optionee agrees and covenants not to engage in Prohibited Activity (as defined below) within the United States, or the geographical regions for which the Optionee provides services during the course of employment, whichever is larger. (i) For purposes of this non-compete clause, “Prohibited Activity” is activity in which the Optionee contributes the Optionee’s knowledgeits Affiliates will, directly or indirectly, in whole or in part, as an associate, employer, owner, operator, manager, advisor, consultant, contractor, agent, partner, directora principal, stockholder, officer, volunteer, internjoint venturer, or otherwise, operate, perform or have any other ownership interest in any business that engages in research and design, develops, manufactures, sells, installs or distributes products in competition with the Mobility Business, except that Seller may (i) purchase or otherwise acquire by merger, purchase of assets, stock, controlling interest or otherwise any Person or business or engage in any similar capacity merger and acquisition activity with any Person the primary business of which is not in competition with the Mobility Business, or (ii) invest as a minority shareholder in any Person. For the purposes of this Section 5.11(a), ownership of securities of a company whose securities are publicly traded under a recognized securities exchange not in excess of 10% of any class of such securities shall not be considered to an entity engaged be competition with the Mobility Business, and a Person shall not be considered to be in the same “primary business” of competing with the Mobility Business if such Person derives less than 20% of its revenues, up to a maximum aggregate amount of Two Hundred Million Dollars ($200,000,000), from products that compete with the Mobility Business. For the avoidance of doubt, the parties agree that the agreements and limitations set forth in this Section 5.11 shall not apply to any entity that acquires all or similar business as the Employer Group, including those engaged part of Seller in the business of manufacturing and distribution of doors, windows, trim, and other building supplies manufactured or distributed by the Employer Group. Prohibited Activity also includes activity that may require or inevitably require disclosure of trade secrets, proprietary information, or Confidential Informationany transaction. (iib) Nothing herein shall prohibit Seller acknowledges that the Optionee from purchasing or owning less than five percent (5%restrictions set forth in Section 5.11(a) constitute a material inducement to Buyer’s entering into and performing this Agreement. Seller further acknowledges, stipulates and agrees that a breach of such obligation could result in irreparable harm and continuing damage to Buyer for which there may be no adequate remedy at Law and further agrees that in the publicly traded securities event of any corporationbreach of said obligation, provided that Buyer may be entitled to injunctive relief and to such ownership represents a passive investment and that other relief as is proper under the Optionee is not a controlling person of, or a member of a group that controls, such corporationcircumstances. (iiic) This If any provision contained in this Section 7(c) does notshall for any reason be held invalid, illegal or unenforceable in any wayrespect, restrict such invalidity, illegality or impede unenforceability shall not affect any other provisions of this Section 5.11, but this Section 5.11 shall be construed as if such invalid, illegal or unenforceable provision had never been contained herein. It is the Optionee from exercising protected rights intention of the parties that if any of the restrictions or covenants contained herein is held to cover a geographic area or to be for a length of time which is not permitted by applicable Law, or in any way construed to be too broad or to any extent invalid, such provision shall not be construed to be null, void and of no effect, but to the extent that such rights cannot provision would be waived by agreement valid or from complying with any enforceable under applicable law or regulation or a valid order of Law, a court of competent jurisdiction shall construe and interpret or an authorized government agencyreform this Section 5.11 to provide for a covenant having the maximum enforceable geographic area, provided that time period and other provisions (not greater than those contained herein) as shall be valid and enforceable under such compliance does not exceed that required by the law, regulation, or orderapplicable Law.

Non-Competition. Because a. Executive acknowledges and recognizes the highly competitive nature of the Employer Group’s legitimate business interest as described in this Agreement and the good and valuable consideration offered to the Optionee, the receipt and sufficiency of which is acknowledged, during the term of Optionee’s employment and for the one year beginning on the last day businesses of the OptioneeCompany and its affiliates and accordingly agrees, effective as of the date of Executive’s commencement of employment with the Company, without the Company’s prior written consent, Executive shall not, directly or indirectly, (i) at any time during or after Executive’s employment with the Company, whether terminated for disclose any reason Confidential Information pertaining to the business of the Company or no reasonany 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 law, administrative or judicial process; or (ii) at any time during the Optionee or the Company, (the “Restricted Period”), the Optionee agrees and covenants not to engage in Prohibited Activity Noncompete Period (as defined belowhereinafter defined) within the United States, or the geographical regions for which the Optionee provides services during the course of employment, whichever is larger. (i) For purposes of this non-compete clause, “Prohibited Activity” is activity in which the Optionee contributes the Optionee’s knowledge, directly or indirectly, (A) be engaged in whole or have a financial interest (other than a passive ownership position of less than 5% in part, as an associate, employer, owner, operator, manager, advisor, consultant, contractor, agent, partner, director, stockholder, officer, volunteer, intern, 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 similar capacity to an entity engaged pooled account) in the same or similar any business as the Employer Group, including those engaged in the which competes with a business of manufacturing and distribution the Company or any of doorsits subsidiaries, windowswhich business of the Company (or any of its subsidiaries) provided, trim, and other building supplies manufactured or distributed by the Employer Group. Prohibited Activity also includes activity that may require or inevitably require disclosure of trade secrets, proprietary information, or Confidential Information. (ii) Nothing herein shall prohibit the Optionee from purchasing or owning less than at least five percent (5%) of the publicly traded securities gross revenues of the Company and its subsidiaries in the full fiscal year of the 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 corporationsuch business which so competes, provided that 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 ownership represents entity for a passive investment and that period of at least six months. Notwithstanding the Optionee is not a controlling person offoregoing, nothing herein shall prevent Executive from working for a, subsidiary, division or a member other entity of a group an entity that controls, directly or indirectly, another subsidiary, division or other entity, that is a Competitor, so long as 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 corporation. 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, (iiix) This Section 7(c“Noncompete Period” shall be defined as the period during which Executive continues to be employed by the Company and a period of (i) does notif 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 (y) “Confidential Information” shall mean all non-public information concerning trade secret, know-how, software, developments, inventions, processes, technology, designs, the financial data, strategic business plans or any proprietary or confidential information, documents or materials in any wayform or media, restrict or impede including any of the Optionee from exercising protected rights foregoing relating to research, operations, finances, current and proposed products and services, vendors, customers, advertising and marketing, and other proprietary and confidential information of the Restricted Group and Kohlberg Kravis R▇▇▇▇▇▇ Co. L.P. and its affiliates, but shall specifically exclude information which has been previously disclosed to the extent that such rights cannot be waived by agreement or from complying with any applicable law or regulation or a valid order of a court of competent jurisdiction or an authorized government agency, provided that such compliance does not exceed that required public by the lawCompany or has otherwise become available to the public (other than by reason of the Executive’s breach of Section 9(a)) and “Restricted Group” shall mean, regulationcollectively, or orderthe Company and its subsidiaries.

Non-Competition. Because During the period commencing on the date of the Employer Group’s legitimate business interest as described in this Agreement and the good and valuable consideration offered to the Optionee, the receipt and sufficiency of which is acknowledged, during the term of Optionee’s employment and for the one year beginning ending on the last day first anniversary of the Optionee’s employment with the Company, whether terminated for any reason or no reason, by the Optionee or the Company, (the “Restricted Period”), the Optionee agrees and covenants not to engage in Prohibited Activity (as defined below) within the United States, or the geographical regions for which the Optionee provides services during the course of employment, whichever is larger. first day that (i) For purposes BioValve no longer has the right to appoint any Managers to the Board of this nonManagers pursuant to Section 2.1(c) and (ii) no Manager appointed by BioValve is serving on the Board of Managers (such period, the "Non-compete clauseCompete Period"), “Prohibited Activity” is activity in which the Optionee contributes the Optionee’s knowledge, BioValve shall not directly or indirectly, in whole or in partown, as an associatemanage, employeroperate, owner, operator, manager, advisor, consultant, contractor, agent, partner, director, stockholder, officer, volunteer, internjoin, or have a financial interest in, control or participate in the ownership, management, operation or control of, or use or permit its name to be used in connection with, or be otherwise connected in any other similar capacity to an entity manner with any business or enterprise engaged in the same or similar business as the Employer Group, including those engaged any activity that competes in any way anywhere in the business world with the technologies of manufacturing the Company and distribution its subsidiaries as in existence during the Non-Compete Period (or, until the date that is six months following the first day that (i) BioValve no longer has the right to appoint any Managers to the Board of doors, windows, trim, Managers pursuant to Section 2.1(c) and other building supplies manufactured or distributed by the Employer Group. Prohibited Activity also includes activity that may require or inevitably require disclosure of trade secrets, proprietary information, or Confidential Information. (ii) Nothing herein no Manager appointed by BioValve is serving on the Board of Managers, that competes in any way anywhere in the world with any activity of the Company (any such business or enterprise, a "Competitive Enterprise")); provided that the foregoing restriction shall not be construed to prohibit the Optionee from purchasing or owning less ownership by BioValve together with its Affiliates and associates, as the case may be, of not more than five two percent (52%) of the publicly traded any class of securities of any corporationcorporation which is engaged in any of the foregoing businesses, having a class of securities registered pursuant to the Securities Exchange Act of 1934, as amended, 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 the Optionee is BioValve together with its Affiliates and associates, either directly or indirectly, do not manage or exercise control of any such corporation, guarantee any of its financial obligations, otherwise take part in its business other than exercising their rights as a controlling person ofshareholder, or seek to do any of the foregoing. During the Non-Compete Period, BioValve shall refrain from contacting any of the Company's clients or customers, or any prospective client or customer with respect to whom a member sales effort, presentation or proposal was made or planning to be made by the Company during the Non-Compete Period, for the purpose of a group soliciting orders, selling or offering for sale any products or services that controlscompete anywhere in the world with any material activity engaged in by the Company during the Non-Compete Period. BioValve further agrees that during the Non-Compete Period, such corporation. (iii) This Section 7(c) does BioValve shall not, in directly or indirectly, solicit or influence any way, restrict individual who is an employee or impede consultant of the Optionee from exercising protected rights Company or was an employee or consultant of the Company during the Non-Compete Period to terminate his or her employment or consulting relationship with the extent that such rights cannot be waived by agreement Company or from complying to apply for or accept employment with any applicable law or regulation or a valid order of a court of competent jurisdiction or an authorized government agency, provided that such compliance does not exceed that required by the law, regulation, or orderCompetitive Enterprise.

Non-Competition. Because (a) In consideration of the Employer Group’s legitimate business interest compensation and benefits to be paid or provided to Employee hereunder, except as described otherwise provided in this Agreement and the good and valuable consideration offered to the OptioneeSection 8, the receipt and sufficiency of which is acknowledgedEmployee covenants that Employee will not, directly or indirectly: (1) during the term of Optionee’s employment and for the one year beginning on the last day of the Optionee’s employment with the CompanyEmployment Term, whether terminated for any reason or no reason, by the Optionee or the Company, (the “Restricted Period”), the Optionee agrees and covenants not to engage except in Prohibited Activity (as defined below) within the United States, or the geographical regions for which the Optionee provides services during the course of employmentEmployee's employment hereunder, whichever is larger. (i) For purposes of this nonand during the Post-compete clauseTermination Period, “Prohibited Activity” is activity in which the Optionee contributes the Optionee’s knowledgeengage or invest in, own, manage, operate, finance, control or participate, directly or indirectly, in whole the ownership, management, operation, financing, or control of, be employed by, associated with or in partany manner connected with, lend Employee's name or any similar name to or lend Employee's credit to or render services or advice to, any business which engages in any of the activities conducted by Nucleus during the Employment Term; provided, however, that Employee may (i) devote not more than 10% of his time during reasonable business hours to the winding up of the affairs of Eclipse Computer Systems, Inc. and eAtlanta.com, (ii) except with ▇▇▇▇▇▇▇ ▇▇ Eclipse Computer Systems, Inc. and eAtlanta.com purchase or otherw▇▇▇ ▇▇▇uire up to (but not more than) two percent of any class of securities of any enterprise (but without otherwise participating in the activities of such enterprise) if such securities are listed on any national or regional securities exchange or have been registered under Section 12(g) of the Securities Exchange Act of 1934; (2) whether for Employee's own account or for the account of any other Person, at any time during the Employment Term and the Post-Termination Period, directly or indirectly, solicit business in or related to any business engaged in (i) by Nucleus or (ii) during the Employment Term, from, or provide services to, any Person known by Employee to be a client or customer of any of Nucleus, by Nucleus whether or not Employee had personal contact with such Person during and by reason of Employee's employment with Nucleus; (3) whether for Employee's own account or the account of any other Person, directly or indirectly, (i) at any time during the Employment Term and the Post-Termination Period, solicit, employ or otherwise engage as an associateemployee, employerindependent contractor or otherwise, ownerany person who is or was an employee of any of Nucleus at any time during the Employment Term or in any manner induce or attempt to induce any employee of Nucleus to terminate his or her employment with Nucleus; or (ii) at any time during the Employment Term or the Post-Termination Period, operatorintentionally interfere with the relationship of Nucleus with any Person, manager, advisor, consultantincluding any Person who at any time during the Employment Term was an employee, contractor, agentsupplier or client of Nucleus; or (4) at any time during or after the Employment Term, partner, director, stockholder, officer, volunteer, intern, disparage Nucleus or any other similar capacity to an entity engaged in the same of its shareholders, members, partners, managers, directors, officers, employees or similar business as the Employer Group, including those engaged in the business of manufacturing and distribution of doors, windows, trim, and other building supplies manufactured or distributed by the Employer Group. Prohibited Activity also includes activity that may require or inevitably require disclosure of trade secrets, proprietary information, or Confidential Informationagents. (iib) Nothing herein shall prohibit the Optionee from purchasing If any covenant in this Section 11 is held to be unreasonable, arbitrary or owning less than five percent (5%) of the publicly traded securities of any corporationagainst public policy, provided that such ownership represents a passive investment covenant will be considered to be divisible with respect to scope, time and that the Optionee is not a controlling person ofgeographic area, and such lesser scope, time or geographic area, or a member all of a group that controlsthem, such corporation. (iii) This Section 7(c) does not, in any way, restrict or impede the Optionee from exercising protected rights to the extent that such rights cannot be waived by agreement or from complying with any applicable law or regulation or a valid order of as a court of competent jurisdiction may determine to be reasonable, not arbitrary, and not against public policy, will be effective, binding and enforceable against Employee. (c) Employee will, while the covenant under this Section 11 is in effect, give notice to Nucleus within 10 days after accepting any other employment, of the identity of Employee's employer. Nucleus may notify such employer that Employee is bound by this Agreement and, at Nucleus's election, furnish such employer with a copy of this Agreement or an authorized government agency, provided that such compliance does not exceed that required by the law, regulation, or orderrelevant portions thereof.

Non-Competition. Because For a period of five (5) years from and after the Employer Group’s legitimate business interest as described in this Agreement and the good and valuable consideration offered to the Optionee, the receipt and sufficiency of which is acknowledged, during the term of Optionee’s employment and for the one year beginning on the last day of the Optionee’s employment with the Company, whether terminated for any reason or no reason, by the Optionee or the Company, Closing Date (the “Restricted Period”), the Optionee agrees Parent shall not, and covenants shall cause each of its Subsidiaries not to engage in Prohibited Activity (as defined below) within the United States, or the geographical regions for which the Optionee provides services during the course of employment, whichever is larger. (i) For purposes of this non-compete clause, “Prohibited Activity” is activity in which the Optionee contributes the Optionee’s knowledgeto, directly or indirectly, in whole or in part, as an associate, employer, owner, operator, manager, advisor, consultant, contractor, agent, partner, director, stockholder, officer, volunteer, intern, or any other similar capacity to an entity engaged in the same or similar business as the Employer Group, including those engaged engage in the business of manufacturing developing, manufacturing, packaging, offering for sale, selling or marketing household cleaning products in North America (the “Competing Activities”); provided, however, that Parent and distribution its Subsidiaries may: (a) own or acquire, directly or indirectly, the securities of doorsany Person that engages in any of the Competing Activities if Parent and its Subsidiaries do not, windowsdirectly or indirectly, trim, and other building supplies manufactured or distributed by the Employer Group. Prohibited Activity also includes activity that may require or inevitably require disclosure of trade secrets, proprietary information, or Confidential Information. (ii) Nothing herein shall prohibit the Optionee from purchasing or owning less own more than five percent (5%) of the publicly traded aggregate outstanding equity securities of such Person; (b) perform and conduct such activities as are required by the terms of the Transition Services Agreement; (c) be a passive owner for investment purposes of no more than five percent (5%) of the outstanding equity securities or debt securities of any corporation, provided that such ownership represents publicly-traded entity; (d) be a passive investor with no management rights in any investment fund that holds securities in any Person engaged in a Competing Activity as long as such fund is managed by Persons that are not Subsidiaries of Parent; and (e) without limiting the generality of the foregoing, acquire any Person or business unit of any Person engaged in a Competing Activity if (i) the Competing Activity contributed less than twenty-five percent (25%) of such Person’s or business unit’s, as applicable, total revenues (based on its latest annual audited financial statements, if available); (ii) subject to Buyer’s prior execution and delivery to Parent of a confidentiality agreement in form and substance reasonably acceptable to Parent, Buyer is given notice of the sale of the business unit performing (or assets constituting) such Competing Activities at least one month prior to the date that the Optionee Competing Activities are offered for sale to any third party and, for a period of three (3) weeks during such month and prior to the date any Competing Activities are offered for sale to any third party, Buyer is not given a controlling person ofgood faith opportunity to exclusively review such business unit (or assets), the materials related to the sale which are proposed to be circulated by the Seller(s) (including any financial statements or a member materials related to the financial state of a group that controlsthe business unit (or assets)) to prospective third party purchasers, and to make an offer to directly or indirectly acquire such corporation. business unit (or assets), and (iii) This Section 7(cParent or its applicable Subsidiary within eighteen (18) does not, in any way, restrict months of the acquisition of such Person or impede business unit effects the Optionee from exercising protected rights to the extent that sale of such rights cannot be waived by agreement business unit performing (or from complying with any applicable law or regulation or a valid order of a court of competent jurisdiction or an authorized government agency, provided that assets constituting) such compliance does not exceed that required by the law, regulation, or orderCompeting Activities.

Non-Competition. Because Seller has as at Closing, established the reputation of the Employer Group’s legitimate business interest as described in this Agreement Business. Seller undertakes and agrees with Purchaser that for a period of three (3) years after the good and valuable consideration offered to the OptioneeClosing Date, the receipt and sufficiency of which is acknowledged, during the term of Optionee’s employment and for the one year beginning on the last day of the Optionee’s employment except with the Companyconsent of Purchaser, Seller shall not either on its own account or in conjunction with or on behalf of any person, firm or company whether terminated for any reason by sales, marketing, investing, management or no reasonother activities, by the Optionee carry on, license or the Companybe engaged, (the “Restricted Period”), the Optionee agrees and covenants not to engage in Prohibited Activity (as defined below) within the United States, concerned or the geographical regions for which the Optionee provides services during the course of employment, whichever is larger. (i) For purposes of this non-compete clause, “Prohibited Activity” is activity in which the Optionee contributes the Optionee’s knowledgeinterested, directly or indirectly, in whole or in partwhether as a shareholder, as an associatedirector, employer, owner, operator, manager, advisor, consultant, contractor, agentemployee, partner, directoragent or otherwise in carrying on any business which is engaged in the design, stockholderdevelopment, officermanufacture or sale of Products (a “Competitive Business”); provided, volunteerhowever, internthat the restrictions contained in this Section 8.5.1 will not prohibit, in any way: (i) the acquisition of a controlling interest or merger with any person, or a division or business unit thereof, acquired by or merged, directly or indirectly, into Seller or any of its Affiliates after the Closing Date if the Competitive Business accounts for five (5%) percent or less of the sales or five (5%) percent or less of the value of the acquired business at the date of such acquisition (whichever is the greater) and the Competitive Business is not anticipated to become greater than fifteen (15%) percent of such acquired business’s sales or value; (ii) the acquisition by Seller or any of its Affiliates, directly or indirectly, of a non-controlling ownership interest in any person or a division or business unit thereof, or any other similar capacity to an entity engaged in a Competitive Business, if the same Competitive Business accounts for fifteen (15%) percent or similar less of the sales or fifteen (15%) percent or less of the value of the acquired business as at the Employer Groupdate of such acquisition (whichever is the greater) and the Competitive Business is not anticipated to become greater than twenty percent (20%) of such acquired business’s sales or value; (iii) the acquisition by Seller or any of its Affiliates, including those engaged in the business directly or indirectly, of manufacturing and distribution of doors, windows, trim, and other building supplies manufactured or distributed by the Employer Group. Prohibited Activity also includes activity that may require or inevitably require disclosure of trade secrets, proprietary information, or Confidential Information. (ii) Nothing herein shall prohibit the Optionee from purchasing or owning less than five percent (5%) percent of the publicly traded securities stock of any corporationperson engaged in a Competitive Business; (iv) provision of consulting services to any Person for the purpose of designing or manufacturing on behalf of Seller or any Seller Affiliate or selling to Seller or any Seller Affiliate components and parts solely for automotive applications other than those that would constitute Products; (v) consistent with the generally applicable Seller or any Seller Affiliate troubled supplier practices, direct or indirect activities of Seller or any Seller Affiliate to advise, operate, manage or finance a troubled supplier of Seller or its Affiliates; and (vi) the design, development, manufacture or sale of telematic modems and other telematics hardware and the communication of digital data for the remote resource management market for any kind of vehicle, including commercial vehicles, and derivatives of such hardware (collectively, “Competing HW”); provided that such ownership represents a passive investment and that the Optionee is not a controlling person of, or a member of a group that controls, such corporation. (iii) This Section 7(c) does not, in any way, restrict or impede the Optionee from exercising protected rights to the extent that such rights cannot be waived by agreement or from complying with any applicable law or regulation or a valid order of a court of competent jurisdiction or an authorized government agency, provided that such compliance Seller does not exceed provide subscription services (other than repair or replacement of defective hardware) associated with the use of Competing HW; and, provided, further, that required by Competing HW may be sold only to original equipment manufacturers, any distributor or reseller, and commercial users requiring volumes exceeding 5,000 units. For further clarification, Seller agrees not to market or sell products that combine all of the lawfollowing features in one Competing HW unit: CDMA (EVDO), regulationGPS, or order802 technologies, Windows CE operating platform, USB/Serial/GPIO interfaces and 64MG internal memory capabilities.

Non-Competition. Because of In order to fully protect the Employer Group’s legitimate business interest as described in this Agreement and Company's --------------- Proprietary Information, at all times during the good and valuable consideration offered to the OptioneeRestricted Period, the receipt and sufficiency Executive shall not, directly or indirectly, perform or provide managerial or executive services on behalf of any person, entity or enterprise which is acknowledgedengaged in, during or plans to engage in, any business in the term United States that directly or indirectly competes with the Company's Business (for this purpose, the "Company's Business" is the business of Optionee’s employment telephone and for telecommunication installation and service.) During the one year beginning on the last day of the Optionee’s Executive's employment with the Company, whether terminated for any reason or no reason, by the Optionee or the Company, (the “Restricted Period”), the Optionee agrees and covenants not to engage in Prohibited Activity (as defined below) within the United States, or the geographical regions for which the Optionee provides services during the course of employment, whichever is larger. (i) For purposes of this non-compete clause, “Prohibited Activity” is activity in which the Optionee contributes the Optionee’s knowledgeExecutive shall not, directly or indirectly, have any interest in whole any business (other than the Company) that competes with the Company's Business, provided that this provision shall not apply to the Executive's ownership or in partacquisition, solely as an investment, of securities of any issuer that is registered under Section 12(b) or 12(g) of the Securities Exchange Act of 1934, as an associateamended, employer, owner, operator, manager, advisor, consultant, contractor, agent, partner, director, stockholder, officer, volunteer, internand 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 other similar capacity to an entity engaged system or automated dissemination of quotations of securities prices in the same or similar business common use, so long as the Employer GroupExecutive does not control, including those engaged in the business of manufacturing and distribution of doors, windows, trim, and other building supplies manufactured or distributed by the Employer Group. Prohibited Activity also includes activity that may require or inevitably require disclosure of trade secrets, proprietary information, or Confidential Information. (ii) Nothing herein shall prohibit the Optionee from purchasing or owning less than five percent (5%) of the publicly traded securities of any corporation, provided that such ownership represents a passive investment and that the Optionee is not acquire a controlling person of, interest in or become a member of a group that controlswhich exercises direct or indirect control of, more than five percent of any class of capital stock of such corporation. (iii) This . For purposes of this Agreement the "Restricted Period" shall be the period during which the Executive is employed by the Company and, if the Executive's employment with the Company is either terminated by the Company without Cause pursuant to Section 7(c) does not5.4, in any wayor -8- by the Executive for Good Reason pursuant to Section 5.5c, restrict or impede and the Optionee from exercising protected rights Company has paid to the extent that such rights cannot be waived by agreement Executive all of amounts then payable to the Executive pursuant to Sections 5.4 or from complying 5.5c, as applicable, the one (1) year period immediately following the termination of the Executive's employment with any applicable law or regulation or a valid order of a court of competent jurisdiction or an authorized government agency, provided that such compliance does not exceed that required by the law, regulation, or orderCompany.

Non-Competition. Because (a) Except as otherwise provided in the License Agreement, for a period of thirty (30) months after the Closing Date, no Non-Competition Party shall either directly or indirectly engage in the Restricted Business in any of the Employer Group’s legitimate countries in which the Business is transacted as of the Closing Date (the "Territory"). At SkillSoft PLC's request and at SkillSoft PLC's expense, each Seller shall enforce, for the benefit of the Buyers, all non-competition and similar agreements with respect to the Business between any Seller or any other party which are not Assigned Contracts or contracts of a Business Subsidiary. Notwithstanding the foregoing, no Non-Competition Party shall be prohibited from: (i) continuing to engage in any type of business interest conducted by any Non-Competition Party as described of the date hereof, or in which any of them have an interest, which is not part of the Business Subsidiaries or the Business as conducted by the Asset Sellers, and any reasonable extension or development thereof so long as any such extension or development is not focused primarily on providing IT, desktop or business soft skills content; (ii) acquiring or owning less than 5% (by voting power) of the outstanding capital stock of any publicly traded company which is primarily engaged in the Restricted Business; (iii) performing its obligations under this Agreement and the good and valuable consideration offered to Ancillary Agreements or otherwise taking actions in connection with the Optionee, winding-up of the receipt and sufficiency of Business; or (iv) acquiring any entity which is acknowledged, during the term of Optionee’s employment and for the one year beginning on the last day of the Optionee’s employment with the Company, whether terminated for any reason or no reason, by the Optionee or the Company, (the “Restricted Period”), the Optionee agrees and covenants not to engage in Prohibited Activity (as defined below) within the United States, or the geographical regions for which the Optionee provides services during the course of employment, whichever is larger. (i) For purposes of this non-compete clause, “Prohibited Activity” is activity in which the Optionee contributes the Optionee’s knowledge, directly or indirectly, in whole or in part, as an associate, employer, owner, operator, manager, advisor, consultant, contractor, agent, partner, director, stockholder, officer, volunteer, intern, or any other similar capacity to an entity engaged in the same or similar business as Restricted Business ("Acquired Company") if, in its last full fiscal year prior to such acquisition, the Employer Group, including those engaged in consolidated revenues of such Acquired Company from the business of manufacturing and distribution of doors, windows, trim, and other building supplies manufactured or distributed by the Employer Group. Prohibited Activity also includes activity that may require or inevitably require disclosure of trade secrets, proprietary information, or Confidential Information. (ii) Nothing herein shall prohibit the Optionee from purchasing or owning Restricted Business constituted less than five ten percent (510%) of the publicly traded securities total revenues of any corporationsuch entity, provided that a Non-Competition Party may acquire an Acquired Company with consolidated revenues from the Restricted Business constituting more than ten percent (10%) of the total revenues of such ownership represents a passive investment and that the Optionee is not a controlling person of, or a member of a group that controlsentity so long as either (i) within six months after such acquisition, such corporationNon-Competition Party disposes or agrees to dispose of the relevant portion of the Acquired Company's business or securities to comply with this Section or (ii) such acquisition closes within six (6) months prior to the expiration of the obligations set forth in this Section. (iiib) This Each Seller agrees that the duration and geographic scope of the non-competition provision set forth in this Section 7(c6.3 are reasonable. In the event that any court determines that the duration or the geographic scope, or both, is unreasonable and that such provision is to that extent unenforceable, the Buyers and the Sellers agree that the provision shall remain in full force and effect for the greatest time period and in the greatest area that would not render it unenforceable. The Buyers and the Sellers intend that this non-competition provision shall be deemed to be a series of separate covenants, one for each and every county of each and every state of the United States of America and each and every political subdivision of each and every country outside the United States of America where this provision is intended to be effective. (c) does notThe Sellers shall, in any wayand shall use their commercially reasonable efforts to cause their Affiliates to, restrict or impede refer all inquiries regarding the Optionee from exercising protected rights business, products and services of the Business to the extent that such rights cannot be waived by agreement or from complying with any applicable law or regulation or a valid order of a court of competent jurisdiction or an authorized government agency, provided that such compliance does not exceed that required by the law, regulation, or orderBuyers.

Non-Competition. Because Except as set forth in Schedule 4.17 to the --------------- Disclosure Schedule, without the prior written consent of the Employer Group’s legitimate business interest as described Purchaser, neither the Seller nor any of its subsidiaries shall, except in this Agreement and the good and valuable consideration offered to the Optionee, the receipt and sufficiency case of which is acknowledged, during the term of Optionee’s employment and for the one year beginning on the last day of the Optionee’s employment with the Company, whether terminated for any reason or no reason, by the Optionee or the Company, (the “Restricted Period”), the Optionee agrees and covenants not to engage in Prohibited Activity a Permitted Investment (as defined below) within the United States, or the geographical regions for which the Optionee provides services during the course of employment, whichever is larger. (i) For purposes of this non-compete clause, “Prohibited Activity” is activity in which the Optionee contributes the Optionee’s knowledgehereinafter defined), directly or indirectly, engage in whole or participate in part, as an associate, employer, owner, operator, manager, advisor, consultant, contractor, agent, (or become a partner, director, stockholder, officer, volunteer, intern, co-venturer or shareholder in or otherwise participate in the management or operation of any venture or enterprise of any kind that engages in) (i) the business of providing pharmacy benefit management services as the Company conducts such business as of the Closing Date for a period of five years following the Closing Date or (ii) the business of providing mail order pharmacy services as the Company conducts such business as of the Closing Date for a period of three years following the Closing Date (the "Restricted Business"); provided that the Seller or any other similar capacity of its subsidiaries may, directly or indirectly, (x) own in the aggregate up to an 5% of any outstanding class of equity securities of any entity engaged in the same Restricted Business or similar business as any portion thereof, the Employer Groupequity securities of which are traded on a national or regional stock exchange, including those or in the national o ver-the-counter market, or (y) own or acquire ownership of any entity engaged in the Restricted Business or portion thereof, provided that the Seller divests itself of the portion of such business engaged in the Restricted Business within one year following the time of manufacturing and distribution such acquisition. In the event the Seller must divest itself of doors, windows, trim, and other building supplies manufactured or distributed by the Employer Group. Prohibited Activity also includes activity that may require or inevitably require disclosure of trade secrets, proprietary information, or Confidential Information. a Restricted Business pursuant to clause (ii) Nothing herein shall prohibit the Optionee from purchasing or owning less than five percent (5%y) of the publicly traded securities immediately preceding sentence, the Seller shall, prior to offering such Restricted Business to any other party, offer the Purchaser the right to purchase such Restricted Business, and negotiate in good faith with the Purchaser for not less than 30 days with respect to the purchase of such Restricted Business. As used herein, a "Permitted Investment" shall mean (a) the Seller's merger or combination with or acquisition of a person (or all or any corporationportion of its equity interests) or business (the "Acquired Business") engaged in the Restricted Business, provided if that portion of the Acquired Business engaged in the Restricted Business generated less than $10 million in net income or accounted for less than 10% of the net income, revenues or assets of the Acquired Business during the most recently completed fiscal year preceding such ownership represents a passive investment and merger, combination or acquisition. If it is ever held that the Optionee restriction placed on any party to this Agreement by this Section 4.17 is too onerous and is not a controlling person ofnecessary for the protection of the other party or parties hereto, or a member of a group each party to this Agreement agrees that controls, such corporation. (iii) This Section 7(c) does not, in any way, restrict or impede the Optionee from exercising protected rights to the extent that such rights cannot be waived by agreement or from complying with any applicable law or regulation or a valid order of a court of competent jurisdiction may impose lesser restrictions which such court may consider to be necessary or an authorized government agency, provided that such compliance does not exceed that required by appropriate to properly protect the law, regulation, other party or orderparties hereto.

Non-Competition. Because (a) Except as contemplated by the Transaction Agreements, from the Closing until the second anniversary of the Employer Group’s legitimate business interest as described in this Agreement and the good and valuable consideration offered to the Optionee, the receipt and sufficiency of which is acknowledged, during the term of Optionee’s employment and for the one year beginning on the last day of the Optionee’s employment with the Company, whether terminated for any reason or no reason, by the Optionee or the Company, Closing Date (the “Restricted Non-Compete Period”), Parent agrees not to, and shall cause each Person (a “Restricted Person”) that is a Controlled Affiliate of Parent not to, engage, as a principal or jointly with others, in the Optionee agrees and covenants not to engage Competing Business in Prohibited Activity (as defined below) within the United States; provided, however, that Parent and its Controlled Affiliates shall continue to administer certain policies pursuant to the Reinsurance Administrative Services Agreement, dated as of June 1, 2011, by and between Balboa Insurance Company, Meritplan Insurance Company, Newport Insurance Company and QBE Insurance Corporation. Parent shall not have any obligation under this Section 5.10 with respect to any Restricted Person from and after such time as such Restricted Person ceases to be a Controlled Affiliate of Parent. A Restricted Person shall not include any Person that purchases or receives assets, operations or a business from Parent or one of its Subsidiaries, if such Person is not a Controlled Affiliate of Parent after such transaction is consummated. (b) Notwithstanding anything to the contrary set forth in Section 5.10(a), and without implication that the following activities otherwise would be subject to the provisions of this Section 5.10, nothing in this Agreement shall preclude, prohibit or restrict Parent from engaging, or require Parent to cause any Restricted Person not to engage, in any manner in any of the geographical regions for which the Optionee provides services during the course of employment, whichever is larger.following: (i) For purposes making investments in the ordinary course of this non-compete clausebusiness, “Prohibited Activity” is activity including in which the Optionee contributes the Optionee’s knowledge, directly a general or indirectlyseparate account of an insurance company, in whole Persons engaging in a Competing Business, provided that each such investment is a passive investment where Parent or in partsuch Restricted Person: (A) does not have the right to designate a majority of the members of the board of directors or other governing body of such entity or to otherwise influence or direct the operation or management of any such entity, as an associate, employer, owner, operator, manager, advisor, consultant, contractor, agent, partner, director, stockholder, officer, volunteer, intern, or (B) is not a participant with any other similar capacity to an entity engaged Person in any group (as such term is used in Regulation 13D of the same Securities Exchange Act of 1934) with such intention or similar business as the Employer Group, including those engaged in the business of manufacturing and distribution of doors, windows, trimright, and other building supplies manufactured or distributed by (C) owns less than fifteen percent (15%) of the Employer Group. Prohibited Activity also includes activity that may require or inevitably require disclosure outstanding voting securities (including convertible securities) of trade secrets, proprietary information, or Confidential Information.such entity; (ii) Nothing herein shall prohibit making investments in the Optionee Acquiror or its Affiliates; (iii) selling any of its assets or businesses to a Person engaged in lines of business that compete with the Competing Business; (iv) managing or controlling investment funds that make investments in Persons engaging in a Competing Business, so long as such investments are in the ordinary course of business; (v) providing investment management and similar services to any Person; (vi) providing reinsurance; or (vii) acquiring, merging or combining with any business that would otherwise violate this Section 5.10 that is acquired from purchasing any Person after the Closing Date (an “After-Acquired Business”); provided that either (A) at the time of such acquisition, merger or owning less combination, the revenues derived from the Competing Business by the After-Acquired Business (the “Competing After-Acquired Revenues”) constitute no more than five fifteen percent (515%) of the publicly traded gross revenues of the After-Acquired Business in the most recently completed fiscal year immediately prior to the date of such acquisition, merger or combination (the “Aggregate After-Acquired Revenues”), or (B) if at the time of such acquisition, merger or combination, the Competing After-Acquired Revenues constitute more than fifteen percent (15%) of the Aggregate After-Acquired Revenues then, within twelve (12) months after such acquisition, merger or combination, (x) Parent or such Restricted Person signs a definitive agreement to dispose, and subsequently disposes of, the relevant portion of the business or securities of any corporationsuch After-Acquired Business, provided that (y) Parent or such ownership represents a passive investment and Restricted Person otherwise modifies the After-Acquired Business such that the Optionee is Competing After-Acquired Revenues constitute not a controlling person of, more than fifteen percent (15%) of the Aggregate After-Acquired Revenues or a member (z) the business of a group that controls, such corporationAfter-Acquired Business otherwise complies with this Section 5.10. (iiic) This Section 7(c) does notNotwithstanding anything herein to the contrary, no provision of this Agreement shall prohibit Parent or any Restricted Person from engaging in any way, restrict or impede the Optionee from exercising protected rights to the extent that such rights cannot be waived by agreement or from complying with any applicable law or regulation or a valid order of a court of competent jurisdiction or an authorized government agency, provided that such compliance does not exceed that required by the law, regulation, or orderactivities set forth in Schedule 5.10(c).

Non-Competition. Because (a) For a period of fifteen (15) years after the Closing Date, neither Seller nor any of its Subsidiaries (each, a "Restricted Party" and, collectively, the "Restricted Parties") shall, directly or indirectly, anywhere in the world, engage in the Business as currently conducted ("Competitive Activity"); provided, however, that it shall not be a violation of this Section 5.10(a) for a Restricted Party to (i) own any debt securities or other debt obligations (other than convertible debt) of any Person, (ii) invest in, own an interest in or acquire all or a majority of the Employer Group’s legitimate business interest as described stock or assets of any Person that is not "significantly engaged in this Agreement and the good and valuable consideration offered to the Optionee, the receipt and sufficiency of which is acknowledged, during the term of Optionee’s employment and for the one year beginning on the last day of the Optionee’s employment with the Company, whether terminated for any reason or no reason, by the Optionee or the Company, (the “Restricted Period”), the Optionee agrees and covenants not to engage in Prohibited Activity a Competitive Activity" (as defined below) within the United States, or the geographical regions for which the Optionee provides services during the course of employment, whichever is larger. (iiii) For purposes of this non-compete clause, “Prohibited Activity” is activity invest in which the Optionee contributes the Optionee’s knowledge, directly or indirectly, in whole or in part, as an associate, employer, owner, operator, manager, advisor, consultant, contractor, agent, partner, director, stockholder, officer, volunteer, intern, or any other similar capacity to an entity engaged in the same or similar business as the Employer Group, including those engaged in the business of manufacturing and distribution of doors, windows, trim, and other building supplies manufactured or distributed by the Employer Group. Prohibited Activity also includes activity that may require or inevitably require disclosure of trade secrets, proprietary information, or Confidential Information. (ii) Nothing herein shall prohibit the Optionee from purchasing or owning securities representing less than five percent (5%) of the outstanding capital stock of any Person, the securities of which are publicly traded or listed on any securities exchange or automated quotation system. For purposes of any corporationthis Section 5.10(a), provided "significantly engaged in a Competitive Activity" shall mean that such ownership represents at least 10% of the consolidated net revenue derived during the last complete fiscal year of the acquired Person is derived from a passive investment and that the Optionee is not a controlling person of, or a member of a group that controls, such corporationCompetitive Activity. (iiib) This The parties hereto agree that the covenants set forth in this Section 7(c) does not, in any way, restrict or impede the Optionee from exercising protected rights 5.10 shall be enforced to the fullest extent permissible under applicable Law. If all or any part of this Section 5.10 is held invalid, illegal or incapable of being enforced by any Law or public policy, all other terms and provisions of this Agreement shall nevertheless remain in full force and effect. Seller agrees that such rights canin the event of a breach or threatened breach by it or any of its Subsidiaries of the provisions of this Section 5.10, money damages would not be waived an adequate remedy and that Purchaser shall be entitled to seek temporary, preliminary or permanent injunctive relief without the necessity of posting a bond. If any part of this Section 5.10 is held to be excessively broad as to duration, scope, activity or subject, such part will be construed by agreement or from complying limiting and reducing it so as to be enforceable to the maximum extent compatible with any applicable law or regulation or a valid order of a court of competent jurisdiction or an authorized government agency, provided that such compliance does not exceed that required by the law, regulation, or orderLaw.

Non-Competition. Because of the Employer Group’s legitimate business interest as described in this Agreement and the good and valuable consideration offered to the Optionee, the receipt and sufficiency of which is acknowledged, during the term of Optionee’s employment and for the one year beginning on the last day of the Optionee’s employment with the Company, whether terminated for any reason or no reason, by the Optionee or the Company, (the “Restricted Period”), the Optionee agrees and covenants not to engage in Prohibited Activity (as defined below) within the United States, or the geographical regions for which the Optionee provides services during the course of employment, whichever is larger. (ia) For purposes a period of this non-compete clausethree (3) years after the Closing, “Prohibited Activity” is activity in which the Optionee contributes the Optionee’s knowledgeSeller shall not, and it shall cause its Subsidiaries not to, directly or indirectly, in whole engage as a principal or in part, as an associate, employer, owner, operator, manager, advisor, consultant, contractor, agent, partner, director, stockholder, officer, volunteer, internfor its own account or solely or jointly with others, or as stockholders in any other similar capacity to corporation or joint stock association, or otherwise own an entity engaged interest in, manage or operate, a Competing Business anywhere in the same world; provided, however, that nothing in this ‎Section 5.23 shall prohibit or similar business otherwise restrict Seller or any of its Subsidiaries from: (i) investing in any third Person that engages in a Competing Business, so long as Seller’s and its Subsidiaries’ aggregate investment represents less than fifteen percent (15%) of the Employer Group, including those engaged outstanding voting and economic interest in the business of manufacturing and distribution of doors, windows, trim, and other building supplies manufactured or distributed by the Employer Group. Prohibited Activity also includes activity that may require or inevitably require disclosure of trade secrets, proprietary information, or Confidential Information.such third Person; (ii) Nothing herein shall prohibit acquiring (each, an “Acquisition Transaction”) an interest (whether by merger, stock purchase, asset purchase, other business combination or otherwise) in a business or entity (an “Acquired Business”) (A) if such Acquired Business immediately prior to the Optionee from purchasing or owning less than five time of such Acquisition Transaction derives twenty percent (520%) or less of its annual revenue from a Competing Business, (B) if (x) such Acquired Business immediately prior to the time of such Acquisition Transaction derives thirty percent (30%) or less of its annual revenue from a Competing Business and (y) Seller or such Subsidiary, as applicable, divests its interest in the Competing Business of such Acquired Business within one (1) year of such Acquisition Transaction or (C) that is listed on Schedule 5.23(a)(ii) of the publicly traded securities of any corporation, provided that such ownership represents a passive investment and that the Optionee is not a controlling person of, or a member of a group that controls, such corporation.Seller Disclosure Letter; (iii) This Section 7(cconducting any of the businesses (other than the Business) does notof Seller or such Subsidiary, including by acquiring products of the Business or products of third parties and incorporating any such products into (or selling any such products as a kit or module with) other products of the businesses (other than the Business) of Seller or such Subsidiary; (iv) owning any securities through a Benefit Plan operating in the ordinary course of business; or (v) performing obligations required under this Agreement or any wayof the Ancillary Agreements; provided, restrict further, that nothing in this ‎Section 5.23 shall be applicable (x) to any Person or impede any of its Affiliates (other than Seller and its Subsidiaries) that acquires an interest in Seller or any of its Subsidiaries after the Optionee from exercising protected rights date of this Agreement or (y) to any Person as of and following such time that such Person ceases to be a Subsidiary or Affiliate of Seller. (b) The Parties hereby acknowledge and agree that (i) Seller is familiar with confidential information of or pertaining to the extent that such rights cannot be waived Business, (ii) the covenants and agreements set forth in this ‎Section 5.23 were a material inducement to Purchaser to enter into this Agreement and to perform its obligations hereunder and (iii) the restrictive covenants set forth in this ‎Section 5.23 are reasonable in terms of duration, scope and area restrictions and are necessary to protect the goodwill of the Business and to prevent the impairment of the value of the substantial investment therein being made by agreement or from complying with Purchaser hereunder. Notwithstanding ‎Section 10.15, the Parties hereto agree that, if any applicable law or regulation or a valid order of a court of competent jurisdiction in a final, non-appealable judgment determines that a specified time period, a specified geographical area, a specified business limitation or any other relevant feature of this ‎Section 5.23 is unreasonable, arbitrary or against public policy, then a lesser time period, geographical area, business limitation or other relevant feature which is determined by such court to be reasonable, not arbitrary and not against public policy may be enforced against Seller and its Subsidiaries (as applicable). It is agreed that any breach or threatened breach of the restrictive covenants set forth in this ‎Section 5.23 would cause irreparable injury to the Business and that money damages would not provide an authorized government agency, provided that such compliance does not exceed that required by the law, regulation, or orderadequate remedy to Purchaser.

Non-Competition. Because of From and after the Employer Group’s legitimate business interest as described in this Agreement Effective Date and the good and valuable consideration offered to the Optionee, the receipt and sufficiency of which is acknowledged, during the term of Optionee’s employment and continuing for the one year beginning on the last day longer of the Optionee’s employment with the Company, whether terminated for any reason or no reason, by the Optionee or the Company, (the “Restricted Period”), the Optionee agrees and covenants not to engage in Prohibited Activity (as defined below) within the United States, or the geographical regions for which the Optionee provides services during the course of employment, whichever is larger. (i) For purposes 12 months following the expiration or termination of this non-compete clauseAgreement or (ii) the remainder of the Term of this Agreement, “Prohibited Activity” is activity in which Employee shall not without the Optionee contributes prior written consent of the Optionee’s knowledgeBoard (w) become employed by, or undertake to work for, directly or indirectly, in whole or in part, whether as an associate, employer, owner, operator, manager, advisor, consultant, contractorprincipal, agent, partner, officer, director, stockholderemployee, officershareholder, volunteerassociate or consultant of or to, internany person, partnership, corporation or any other similar capacity to an business entity engaged in the same or similar business as the which is a Major Competitor of Employer Group, including those engaged in the business of manufacturing offering, promoting or syndicating to any person, including developers, investors, or project sponsors, low income housing tax credits under Section 42 of the Internal Revenue Code or the business of offering, promoting or providing financing for multifamily properties to any person, including the developers, sponsors and distribution owners of doorssuch properties, windows(x) solicit any employee of Employer to change employment or (y) solicit for the purpose of offering, trimproviding or syndicating low-income housing tax credits or offering or providing multifamily debt financing, any client, customer or investor of Employer or any of its subsidiaries which closed (in any capacity) a tax credit or debt financing transaction with Employer or any of its subsidiaries during the thirty-six (36) months preceding Employee’s termination, or (z) disclose proprietary or confidential information of the Employer or its subsidiaries, including without limitation, tax, deal structuring, pricing, customer, client, revenue, expense, or other similar information; provided, however, if Employer terminates Employee without cause under Section 7(a)(i) of this Agreement, or the Employee resigns for good reason under Section 7(b), clause (w) of this paragraph (a) shall not apply. As used herein “Major Competitor” shall mean Charter Mac and its Affiliates, GMAC and its Affiliates, and any other building supplies manufactured person or distributed by entity whose primary business lines include providing multifamily debt financing or low-income housing tax credit equity to the Employer Group. Prohibited Activity also includes activity that may require developers, sponsors and owners of such properties, unless the net worth of such person or inevitably require disclosure entity (if privately held) or the market capitalization of trade secrets, proprietary information, or Confidential Information. such company (iiif publicly held) Nothing herein shall prohibit the Optionee from purchasing or owning is less than five percent (5%) of the publicly traded securities of any corporation, provided that such ownership represents a passive investment and that the Optionee is not a controlling person of, or a member of a group that controls, such corporation$200 Million. (iii) This Section 7(c) does not, in any way, restrict or impede the Optionee from exercising protected rights to the extent that such rights cannot be waived by agreement or from complying with any applicable law or regulation or a valid order of a court of competent jurisdiction or an authorized government agency, provided that such compliance does not exceed that required by the law, regulation, or order.

Non-Competition. Because The parties have negotiated the non-competition provisions of this Agreement as an integral part of the Employer Group’s legitimate business interest as described transaction. The merger consideration is substantially higher than the net book value of Jaguar, resulting in substantial "goodwill" being paid by Central for the ongoing prospects of Jaguar's business. The Employees acknowledge that the Central is willing to pay the merger consideration and proceed with the transaction because of Jaguar's customer relationships, growth potential, and other prospects, and that such prospects would be severely and irreparably harmed by competition from the Employees. The Employees further acknowledge that Central would not have entered into this Agreement and without the good and valuable consideration offered non-competition provisions contained herein. The Employees willingly agree to the Optionee, the receipt and sufficiency non-competition provisions of which is acknowledged, during the term of Optionee’s employment and Section 6.05(b) hereof as consideration for the one year beginning on merger consideration and agree that the last day non-competition provisions are reasonable and are necessary to induce Central to enter into this Agreement. Through the later of the Optionee’s employment with the Company, whether terminated for any reason or no reason, by the Optionee or the Company, (the “Restricted Period”), the Optionee agrees and covenants not to engage in Prohibited Activity (as defined below) within the United States, or the geographical regions for which the Optionee provides services during the course of employment, whichever is larger. (i) For purposes six (6) months following termination of this non-compete clauseemployment with Central or an affiliate, “Prohibited Activity” is activity in which the Optionee contributes the Optionee’s knowledgeor (ii) June 30, 2004, each Employee agrees that he will not, directly or indirectly, except in whole the course of his employment with Central, or an affiliate, engage or invest in, own, manage, operate, finance, control, or participate in the ownership, management, operation, financing, or control of, be employed by, associated with, or in partany manner connected with, lend their name or any similar name to, lend their credit to or render services or advice to, any Competitive Business that engages in business in the United States; provided, however, that each employee may purchase or otherwise acquire up to (but not more than) one percent as an associate, employer, owner, operator, manager, advisor, consultant, contractor, agent, partner, director, stockholder, officer, volunteer, intern, aggregate of all such purchases and acquisitions made by such Employee of any class of securities of any enterprise (but without otherwise participating in the activities of such enterprise) if such securities are listed on any national or regional securities exchange or have been registered under Section 12(g) of the Securities Exchange Act of 1934; whether for his own account or for the account of any other similar capacity to an entity engaged in person, at any time after the Closing, solicit business of the same or similar business type being carried on by Central, or an affiliate, from any person that is or was a customer of Central, Jaguar, or any affiliate, whether or not they had personal contact with such person during and by reason of such Employee's employment with Central, Jaguar, or any affiliate; whether for his own account or the account of any other person at any time after Closing, solicit, employ, or otherwise engage as an employee, independent contractor, or otherwise, any person who is or was an employee of Central, Jaguar, or an affiliate, or in any manner induce or attempt to induce any employee of Central, Jaguar, or an affiliate to terminate his or her employment with Central, Jaguar, or an affiliate; or at any time interfere with the Employer Grouprelationship between Central, or any affiliate and any other person, including those engaged in the business of manufacturing and distribution of doorsany person who at any time was an employee, windowscontractor, trim, and other building supplies manufactured or distributed by the Employer Group. Prohibited Activity also includes activity that may require or inevitably require disclosure of trade secrets, proprietary informationsupplier, or Confidential Information. (ii) Nothing herein shall prohibit the Optionee from purchasing or owning less than five percent (5%) customer of the publicly traded securities of any corporationCentral, provided that such ownership represents a passive investment and that the Optionee is not a controlling person ofJaguar, or a member of a group that controlsan affiliate; or at any time after Closing, such corporation. (iii) This Section 7(c) does notdisparage Central, in any way, restrict or impede the Optionee from exercising protected rights to the extent that such rights cannot be waived by agreement or from complying with any applicable law or regulation or a valid order of a court of competent jurisdiction or an authorized government agency, provided that such compliance does not exceed that required by the law, regulationJaguar, or orderany affiliate, or any of their shareholders, directors, officers, employees, or agents.

Non-Competition. Because (a) In order that Purchaser may have and enjoy the full benefit of the Employer Group’s legitimate business interest as described in this Agreement and the good and valuable consideration offered to the OptioneeBusiness, the receipt and sufficiency of which is acknowledged, during the term of Optionee’s employment and Seller Parties agree that for the one year beginning a period commencing on the last day of Closing Date and ending on the Optionee’s employment with the Company, whether terminated for any reason or no reason, by the Optionee or the Company, fifth anniversary thereof (the “Restricted Non-Competition Period”), the Optionee agrees Seller Parties shall not, and covenants shall cause their Subsidiaries not to engage in Prohibited Activity (as defined below) within the United Statesto, or the geographical regions for which the Optionee provides services during the course of employment, whichever is larger. (i) For purposes of this non-compete clause, “Prohibited Activity” is activity in which the Optionee contributes the Optionee’s knowledgeengage, directly or indirectly, in whole a Competing Business or in part, as an associate, employer, owner, operator, manager, advisor, consultant, contractor, agent, partner, director, stockholder, officer, volunteer, intern, or any other similar capacity to an entity engaged in the same or similar business as the Employer Group, including those engaged in the business of manufacturing and distribution of doors, windows, trim, and other building supplies manufactured or distributed by the Employer Group. Prohibited Activity also includes activity that may require or inevitably require disclosure of trade secrets, proprietary information, or Confidential Information. (ii) Nothing herein shall prohibit the Optionee from purchasing or owning less acquire more than five ten percent (510%) of the publicly traded outstanding equity interest in any Business Competitor. For purposes of this Agreement: (i) “Competing Business” shall mean designing, developing, researching, manufacturing, supplying, distributing, selling, supporting, maintaining or servicing any IR Product; and (ii) “Business Competitor” shall mean any Person that derived more than 10% of its consolidated gross revenues from Competing Businesses during the four fiscal quarters prior to the Seller Parties or any of their Subsidiaries entering into an agreement providing for the investment in or acquisition of such Person, for which financial statements are available. Notwithstanding the foregoing, the provisions of this Section 1 shall not restrict the Seller Parties or any of their Subsidiaries from: (x) acquiring and operating any Business Competitor so long as (A) the Seller Parties or such Subsidiary divests all or a portion of the Competing Business conducted by such Business Competitor within twelve (12) months of such transaction such that an acquisition by the Seller Party or such Subsidiary of the retained portion of the Competing Business would be permissible under the terms of the foregoing clause “(ii)”; and (B) while owned, the Seller Parties and their Subsidiaries do not provide such Business Competitor with any Licensed Business Technology or Licensed Business Intellectual Property Rights held by the Seller Parties or their Subsidiaries prior to the date of such acquisition; (y) owning, directly or indirectly, solely as an investment, securities of any corporationPerson traded on a national securities exchange, provided that such ownership represents a passive investment and that the Optionee no Seller Party or any of its Affiliates (1) is not a controlling person of, Person or a member of a group that controls, controls such corporation. Person and (iii2) This Section 7(cdirectly or indirectly owns more than ten percent (10%) does not, in any way, restrict or impede more of the Optionee from exercising protected rights to the extent that voting securities of such rights cannot be waived by agreement or from complying with any applicable law or regulation or a valid order of a court of competent jurisdiction or an authorized government agency, provided that such compliance does not exceed that required by the law, regulationPerson, or order(z) continuing to operate existing lines of business, other than the Business.”

Non-Competition. Because of (i) The Executive shall not during the Employer GroupExecutive’s legitimate business interest as described employment with the Company and for two (2) years after the Termination Date (the “Non-Compete Restrictive Period”), directly or indirectly: (A) compete in this Agreement and the good and valuable consideration offered United States or on the internet with respect to the Optioneeany “Competing Product or Service”, the receipt and sufficiency of which is acknowledged, defined to mean those products or services offered and/or under development by the Company or any of its subsidiaries or affiliates during the Executive’s employment (both during the term of Optionee’s employment this Agreement and for any periods prior to this Agreement whereby Executive was employed by the one year beginning on Company or its predecessors) with the last day Company of which the Executive has knowledge, or any product or service competitive with or intended to compete with such products or services, or any product or service of the Optionee’s Company or any of its subsidiaries or affiliates which the Executive acquired knowledge of as a result of, arising out of, or from his employment with the CompanyCompany (including its predecessors); and (B) own, whether terminated for invest in, make loans to, operate, manage, control, participate in, consult with, or advise, any reason entity or no reason, by person that provides a Competing Product or Service with the Optionee or the Company, (the “Restricted Period”), the Optionee agrees and covenants not to engage Company in Prohibited Activity (as defined below) within the United States, States or on the geographical regions for which internet. This covenant shall not prevent the Optionee provides services during the course Executive from having passive investments of employment, whichever is larger. (i) For purposes of this non-compete clause, “Prohibited Activity” is activity in which the Optionee contributes the Optionee’s knowledge, directly or indirectly, in whole or in part, as an associate, employer, owner, operator, manager, advisor, consultant, contractor, agent, partner, director, stockholder, officer, volunteer, intern, or any other similar capacity to an entity engaged in the same or similar business as the Employer Group, including those engaged in the business of manufacturing and distribution of doors, windows, trim, and other building supplies manufactured or distributed by the Employer Group. Prohibited Activity also includes activity that may require or inevitably require disclosure of trade secrets, proprietary information, or Confidential Information. (ii) Nothing herein shall prohibit the Optionee from purchasing or owning less than five percent (5%) of the publicly traded outstanding equity securities of any corporation, provided that such ownership represents entity listed for trading on a passive investment and that national stock exchange (as defined in the Optionee is not a controlling person of, Securities Exchange Act of 1934) or a member of a group that controls, such corporationany recognized automatic quotation system. (iiiii) This If the Executive breaches any covenant contained in this Section 7(c) does not7(a), the Executive agrees and acknowledges that the Non-Compete Restrictive Period shall be extended during the time of such breach. The Executive further agrees and acknowledges that, in the event of the Executive’s breach of any waycovenants contained in this Section 7(a), restrict the Non-Compete Restrictive Period may, to extent permitted by law, be extended for up to two (2) years, which shall commence upon either (x) a determination by the Company that the Executive has stopped breaching such covenants, or impede (y) the Optionee from exercising protected rights to the extent that such rights cannot be waived by agreement or from complying with any applicable law or regulation or a valid order date of a court of competent jurisdiction court’s or an authorized government agency, provided arbitrator’s final determination that such compliance does not exceed that required by the law, regulation, or orderExecutive breached a covenant contained in Section 7(a).

Non-Competition. Because The Seller shall not, and shall not permit any --------------- of its Affiliates to, for a period of five years from the date of this Agreement, own and operate a Chain of Branches, provided that nothing herein -------- shall prohibit the Seller or any of its Affiliates from: (a) maintaining and continuing in accordance with current and past practice the operations of the Employer Group’s legitimate business interest internal organizations and divisions of the Seller and any of its current Affiliates identified on Schedule A; (b) continuing to own any shares of capital stock, partnership or other equity interests in any Person owned by the Seller or any of its Affiliates as described of the date of this Agreement; (c) acquiring shares of capital stock, partnership or other equity interests in this Agreement any Person that is engaged in the ownership and operation of a Chain of Branches, provided that such interests are minority interests of 5% or less; (d) acquiring shares of capital stock, partnership or other equity interests in any Person provided that the good annual revenues of such Person from the ownership and valuable consideration offered operation of a Chain of Branches did not exceed 10% of such Person's total revenues on a consolidated basis for the last complete fiscal year prior to the Optioneeacquisition, provided that if such Person is or becomes an -------- Affiliate of the Seller and such annual revenues thereafter exceed 10% of such Person's total revenues, the receipt Seller shall cause such Person to use all commercially reasonably efforts to cease its ownership and sufficiency operation of which is acknowledgedsuch Chain of Branches on commercially reasonably terms as soon as practicable; and (e) acquiring shares of capital stock, during partnership or other equity interests in any Person with annual revenues from the term ownership and operation of Optionee’s employment and a Chain of Branches constituting 10% or more of such Person's total revenues on a consolidated basis for the one last complete fiscal year beginning on prior to the last day acquisition, provided that such -------- Person becomes an Affiliate of the Optionee’s employment with Seller as a result of such acquisition and that the Company, whether terminated for any reason or no reason, by the Optionee or the Company, (the “Restricted Period”), the Optionee agrees Seller shall cause such Person to use all commercially reasonably efforts to cease its ownership and covenants not to engage in Prohibited Activity (operation of such Chain of Branches on commercially reasonable terms as defined below) within the United States, or the geographical regions for which the Optionee provides services during the course of employment, whichever is larger. (i) soon as practicable. For purposes of this non-compete clauseAgreement, “Prohibited Activity” is activity in which the Optionee contributes following terms shall have the Optionee’s knowledge, directly or indirectly, in whole or in part, as an associate, employer, owner, operator, manager, advisor, consultant, contractor, agent, partner, director, stockholder, officer, volunteer, intern, or any other similar capacity to an entity engaged in the same or similar business as the Employer Group, including those engaged in the business of manufacturing and distribution of doors, windows, trim, and other building supplies manufactured or distributed by the Employer Group. Prohibited Activity also includes activity that may require or inevitably require disclosure of trade secrets, proprietary information, or Confidential Information. (ii) Nothing herein shall prohibit the Optionee from purchasing or owning less than five percent (5%) of the publicly traded securities of any corporation, provided that such ownership represents a passive investment and that the Optionee is not a controlling person of, or a member of a group that controls, such corporation. (iii) This Section 7(c) does not, in any way, restrict or impede the Optionee from exercising protected rights to the extent that such rights cannot be waived by agreement or from complying with any applicable law or regulation or a valid order of a court of competent jurisdiction or an authorized government agency, provided that such compliance does not exceed that required by the law, regulation, or order.following meanings:

Non-Competition. Because (a) From the Closing until the earlier to occur of the Employer Group’s legitimate business interest as described in this Agreement and the good and valuable consideration offered to the Optionee, the receipt and sufficiency of which is acknowledged, during the term of Optionee’s employment and for the one year beginning on the last day third anniversary of the Optionee’s employment with the Company, whether terminated for any reason or no reason, by the Optionee or the Company, Closing and a Seller Change of Control Event (the “Restricted Non-Compete Period”), the Optionee agrees Seller shall not, and covenants shall cause its controlled Affiliates not to engage in Prohibited Activity (as defined below) within the United States, or the geographical regions for which the Optionee provides services during the course of employment, whichever is larger. (i) For purposes of this non-compete clause, “Prohibited Activity” is activity in which the Optionee contributes the Optionee’s knowledgeto, directly or indirectly, engage in whole any Competing Business, or own, manage, operate or control any person engaged in parta Competing Business. For purposes of this Section, as an associate(x) “Competing Business” shall mean the marketing and/or sale, employeror manufacturing for sale, ownerof any Competing Product; (y) “Competing Product” shall mean any wound care dressing or professional non-pharmaceutical skin care product for wound care, operatorostomy system or device, manageror acute fecal incontinence system or device; provided that none of the following shall be a Competing Product: (A) any product that is targeted for pediatric use marketed, advisorsold, consultantdeveloped and/or manufactured by Seller’s ▇▇▇▇ ▇▇▇▇▇▇▇ division including, contractorbut not limited to, agentpediatric use; (B) any professional skin care products manufactured, partnerdistributed, directormarketed or sold in connection with any business of Seller and its controlled Affiliates other than the ConvaTec business and (C) any pharmaceutical, stockholderover-the-counter or other product (including, officerbut not limited to, volunteerdermatological products and any device, internactive pharmaceutical ingredient, excipient, intermediate or any other similar capacity ingredient) sold and/or developed (or in development) and/or manufactured for sale as of the date of this Agreement by Seller or any Affiliate of Seller other than any Product or any other product marketed and/or sold as of the Closing Date under a Brand name; and (z) “Seller Change of Control Event” shall mean any tender offer, merger, consolidation or other transaction, as a result of which Seller becomes a subsidiary of any person or the shareholders of Seller as of immediately prior to an entity engaged such transaction hold, in the same or similar business as the Employer Groupaggregate, including those engaged in the business of manufacturing and distribution of doors, windows, trim, and other building supplies manufactured or distributed by the Employer Group. Prohibited Activity also includes activity that may require or inevitably require disclosure of trade secrets, proprietary information, or Confidential Information. (ii) Nothing herein shall prohibit the Optionee from purchasing or owning less than five fifty percent (550%) of the publicly traded securities outstanding shares of any corporationSeller (or the successor in such transaction, provided that such ownership represents a passive investment and that the Optionee is not a controlling person of, or a member of a group that controls, such corporation. (iiiif applicable) This Section 7(c) does not, in any way, restrict or impede the Optionee from exercising protected rights entitled to the extent that such rights cannot vote on matters to be waived by agreement or from complying with any applicable law or regulation or a valid order of a court of competent jurisdiction or an authorized government agency, provided that such compliance does not exceed that required determined by the lawshareholders of Seller (or such successor, regulation, or orderif applicable).

Non-Competition. Because For a period of five (5) years following the Employer Group’s legitimate business interest as described in this Agreement and the good and valuable consideration offered to the Optionee, the receipt and sufficiency of which is acknowledged, during the term of Optionee’s employment and for the one year beginning on the last day of the Optionee’s employment with the Company, whether terminated for any reason or no reason, by the Optionee or the Company, Closing (the “Restricted PeriodNon-Competitive Term”), the Optionee agrees and covenants not to engage in Prohibited Activity (as defined below) within the United States, or the geographical regions for which the Optionee provides services during the course neither Parent nor any of employment, whichever is larger. (i) For purposes of this non-compete clause, “Prohibited Activity” is activity in which the Optionee contributes the Optionee’s knowledgeits subsidiaries shall, directly or indirectly, engage anywhere in whole or in part, as an associate, employer, owner, operator, manager, advisor, consultant, contractor, agent, partner, director, stockholder, officer, volunteer, internthe world in, or have any other similar capacity to an entity engaged ownership interest in, or participate in the same financing, operation, management or control of, any Person that engages or participates in any business that is substantially similar business to or competitive with the Business as of the Employer GroupClosing Date (collectively, including those engaged in the business “Competition Activities”); provided, however, that the foregoing shall not prohibit Parent and its Affiliates from (i) owning any debt or debt obligations of manufacturing and distribution of doorsany Person or entity, windows, trim, and other building supplies manufactured or distributed by the Employer Group. Prohibited Activity also includes activity that may require or inevitably require disclosure of trade secrets, proprietary information, or Confidential Information. (ii) Nothing herein shall prohibit the Optionee from purchasing or owning investing in securities representing less than five percent (5%) of the publicly traded securities outstanding capital stock of any corporationpublicly-traded entity, provided that such ownership represents a passive investment and that the Optionee is not a controlling person of, or a member of a group that controls, such corporation. (iii) This making an acquisition of a company that contains a competing business (provided that (A) the primary intent of the acquisition was not to acquire the competing business, the revenues of the competing business are not greater than ten percent (10%) of the total revenues of the acquired entity, and the acquired entity is not any of the entities listed on Schedule 8.1 or (B) during the Non-Competition Term, at least eighty percent (80%) of the annual revenues of the acquired entity (including revenues from inter-company sales to Parent) are generated from products not subject to the Supply Agreement that are sold by the acquired entity to Parent for its use in the manufacture of its products and the acquired entity generates no more than $20 million of annual revenue from products not sold to Parent for such use; or (iv) subject to its obligations under the Supply Agreement, Parent and/or its subsidiaries may assemble matrix assisted laser desorption/ionization (MALDI) products and make lasers, components or subassemblies for use in Parent’s and/or its subsidiaries’ products or instruments of the type currently sold by Parent and/or its subsidiaries, so long as Parent and/or its subsidiaries do not use any Company IP in so doing. Each of the parties hereto severally agrees that if any provision of this Section 7(c) does not8.1 shall contravene or be invalid under the laws of any state or jurisdiction applicable hereto, then such contravention or invalidity shall not invalidate all of the provisions of this Section 8.1; but, rather, this Section 8.1 shall be construed, insofar as the laws of that state or jurisdiction are concerned, as not containing such provision, and the rights and obligations created hereby shall be construed and enforced accordingly. If, however, any such contravening provision relates to the term of the covenants contained in this Section 8.1 or the geographic areas to which they apply, then such covenants shall be construed as providing for the maximum time period and widest geographic area or areas which the laws of that state or jurisdiction permit. The rights of the parties hereunder shall inure to, and the obligations of Parent and its subsidiaries hereunder shall be binding on, their respective heirs, representatives, successors and assigns, as applicable. Each of Newport, Buyer, Parent and the Companies hereby severally acknowledges and agrees that, in the context of this Agreement, the terms stated in this Section 8.1 are no broader than necessary to protect Newport’s and Buyer’s legitimate business interest in connection with the purchase of the Shares and any wayassociated goodwill. Notwithstanding the foregoing, restrict or impede with respect to any Competition Activities in any member country of the Optionee from exercising protected rights to European Union, (a) the extent that such rights cannot Non-Competitive Term shall be waived by agreement or from complying with any applicable law or regulation or for a valid order period of a court three (3) years following the Closing and (b) the obligations of competent jurisdiction or an authorized government agency, provided that such compliance does not exceed that required by Parent and its subsidiaries under this Section shall only apply in those member countries where products of the law, regulation, or orderBusiness are offered and/or sold as of the Closing Date.

Non-Competition. Because a. Executive acknowledges and recognizes the highly competitive nature of the Employer Group’s legitimate business interest as described in this Agreement and the good and valuable consideration offered to the Optionee, the receipt and sufficiency of which is acknowledged, during the term of Optionee’s employment and for the one year beginning on the last day businesses of the OptioneeCompany and its affiliates and accordingly agrees, effective as of the date of Executive’s commencement of employment with the Company, without the Company’s prior written consent, Executive shall not, directly or indirectly, (i) at any time during or after Executive’s employment with the Company, whether terminated for disclose any reason Confidential Information pertaining to the business of the Company or no reasonany 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 law, administrative or judicial process; or (ii) at any time during the Optionee or the Company, (the “Restricted Period”), the Optionee agrees and covenants not to engage in Prohibited Activity Noncompete Period (as defined belowhereinafter defined) within the United States, or the geographical regions for which the Optionee provides services during the course of employment, whichever is larger. (i) For purposes of this non-compete clause, “Prohibited Activity” is activity in which the Optionee contributes the Optionee’s knowledge, directly or indirectly, (A) be engaged in whole or have a financial interest (other than a passive ownership position of less than 5% in part, as an associate, employer, owner, operator, manager, advisor, consultant, contractor, agent, partner, director, stockholder, officer, volunteer, intern, 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 similar capacity to an entity engaged pooled account) in the same or similar any business as the Employer Group, including those engaged in the which competes with a business of manufacturing and distribution the Company or any of doorsits subsidiaries, windowswhich business of the Company (or any of its subsidiaries) provided, trim, and other building supplies manufactured or distributed by the Employer Group. Prohibited Activity also includes activity that may require or inevitably require disclosure of trade secrets, proprietary information, or Confidential Information. (ii) Nothing herein shall prohibit the Optionee from purchasing or owning less than at least five percent (5%) of the publicly traded securities gross revenues of the Company and its subsidiaries in the full fiscal year of the 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 corporationsuch business which so competes, provided that such ownership represents a passive investment and that “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 has been employed by the Optionee is not a controlling person ofCompany 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 a member other entity of a group an entity that controls, directly or indirectly, another subsidiary, division or other entity, that is a Competitor, so long as 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 corporation. a way as to further restrict and not to permit any more extensive use or disclosure of confidential information. For purposes of this Section 8, (iiix) This Section 7(c“Noncompete Period” shall be defined as the period during which Executive continues to be employed by the Company and a period of one year following the date Executive ceases for any reason to be employed by the Company, and (y) does not“Confidential Information” shall mean all non-public information concerning trade secret, know-how, software, developments, inventions, processes, technology, designs, the financial data, strategic business plans or any proprietary or confidential information, documents or materials in any wayform or media, restrict or impede including any of the Optionee from exercising protected rights foregoing relating to research, operations, finances, current and proposed products and services, vendors, customers, advertising and marketing, and other proprietary and confidential information of the extent that such rights cannot be waived by agreement or from complying with any applicable law or regulation or a valid order of a court of competent jurisdiction or an authorized government agencyRestricted Group, provided that such compliance does not exceed that required by and “Restricted Group” shall mean, collectively, the lawCompany, regulationits subsidiaries, or orderKohlberg Kravis ▇▇▇▇▇▇▇ & Co. L.P., and their respective affiliates.

Non-Competition. Because By and in consideration of the Employer GroupIEC’s legitimate business interest as described in entering into this Agreement and the good in further consideration of (i) Executive’s promotion to Vice President, Business Development and valuable consideration offered Engineering Solutions of IEC; (ii) Executive’s eligibility for awards of restricted shares and future incentives; (iii) IEC’s agreement to pay salary continuation as set forth in Section 2; and (iv) Executive’s exposure to the OptioneeConfidential Information of IEC, the receipt and sufficiency of which is acknowledgedExecutive agrees that Executive shall not, during the term Executive’s continuation of Optionee’s employment with IEC and for the one year beginning on the last day a period of the Optionee’s employment with the Company, whether terminated for any reason or no reason, by the Optionee or the Company, fifteen (15) months thereafter (the “Restricted Restriction Period”), the Optionee agrees and covenants not to engage in Prohibited Activity (as defined below) within the United States, or the geographical regions for which the Optionee provides services during the course of employment, whichever is larger. (i) For purposes of this non-compete clause, “Prohibited Activity” is activity in which the Optionee contributes the Optionee’s knowledge, directly or indirectly, perform similar employment functions as a vice-president of business development or similar executive role in whole any of the military, aerospace, medical or industrial sectors for or on behalf of any Restricted Enterprise (as defined below); provided that in partno event shall ownership of one percent (1%) or less of the outstanding securities of any class of any issuer whose securities are registered under the Securities Exchange Act of 1934, as an associateamended, employerstanding alone, ownerbe prohibited by this Section 3.2, operator, manager, advisor, consultant, contractor, agent, partner, director, stockholder, officer, volunteer, internso long as Executive does not have, or exercise, any other similar capacity rights to an entity engaged in the same manage or similar business as the Employer Group, including those engaged in operate the business of manufacturing and distribution such issuer other than rights as a stockholder thereof. For purposes of doorsthis paragraph, windows“Restricted Enterprise” shall mean any Person that (A) has sales revenue of $100 million or more, trim, and other building supplies manufactured (B) is actively engaged in any geographic area in any business which is either (i) in competition with the business of IEC; or distributed by the Employer Group. Prohibited Activity also includes activity that may require or inevitably require disclosure of trade secrets, proprietary information, or Confidential Information. (ii) Nothing herein shall prohibit the Optionee from purchasing proposed to be conducted by IEC in IEC’s business plan as in effect at that time, and (C) is doing business with any Person who was (i) a customer or owning less than five percent client of IEC, (5%ii) a prospective customer or client of the publicly traded securities of any corporation, provided that such ownership represents IEC with whom IEC is negotiating or preparing a passive investment and that the Optionee is not a controlling person ofproposal for products or services, or a member of a group that controls, such corporation. (iii) This Section 7(c) does noton IEC’s customer target list, in any wayeach case during the time Executive was employed by IEC. During the Restriction Period, restrict or impede the Optionee from exercising protected rights to the extent that such rights cannot be waived by agreement or from complying with any applicable law or regulation or a valid order upon request of a court IEC, Executive shall notify IEC of competent jurisdiction or an authorized government agency, provided that such compliance does not exceed that required by the law, regulation, or orderExecutive’s then current employment status.

Non-Competition. Because (a) For a period of three years following the Employer Group’s legitimate business interest Closing Date, ▇. ▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇ and each Seller agrees not to, and shall cause their respective controlled Affiliates (including the Asset Management Businesses) and their and such Affiliates’ officers, employees, agents and representatives (in their capacity as described in this Agreement and the good and valuable consideration offered to the Optioneesuch) not to, the receipt and sufficiency of which is acknowledged, during the term of Optionee’s employment and for the one year beginning on the last day of the Optionee’s employment with the Company, whether terminated for any reason directly or no reason, by the Optionee or the Company, (the “Restricted Period”), the Optionee agrees and covenants not to engage in Prohibited Activity (as defined below) within the United States, or the geographical regions for which the Optionee provides services during the course of employment, whichever is larger.indirectly: (i) For purposes of this non-compete clauseengage in, “Prohibited Activity” is activity in which the Optionee contributes the Optionee’s knowledgehave an ownership interest in, directly or indirectlyotherwise be employed by or associate with, in whole or in partpermit his or its, as an associatethe case may be, employername to be used in connection with the activities of, ownerany Competing Business; provided, operator, manager, advisor, consultant, contractor, agent, partner, director, stockholder, officer, volunteer, intern, or any other similar capacity to an entity engaged in the same or similar business as the Employer Group, including those engaged in the business that ownership of manufacturing and distribution of doors, windows, trim, and other building supplies manufactured or distributed by the Employer Group. Prohibited Activity also includes activity that may require or inevitably require disclosure of trade secrets, proprietary information, or Confidential Information. (ii) Nothing herein shall prohibit the Optionee from purchasing or owning less than five percent (5%) of the outstanding stock of any publicly traded securities corporation (including in the course of holding and making investments on behalf of customers in the ordinary course of the Asset Management Businesses) shall not be deemed to be violation of this Section 7.20(a) solely by reason thereof; (ii) solicit (or direct others to solicit) any customer of the Bank or its Subsidiaries (A) in respect of any corporationservices or products of the type that are provided by a Competing Business or (B) to withdraw from or not to purchase any of the products or services provided by the Bank and its Subsidiaries, other than in each case (x) conducting general solicitations to provide products and services of the type currently provided by the Asset Management Businesses (and any logical extensions or enhancements of such asset management services) that such ownership represents a passive investment and that the Optionee is not a controlling person of, specifically targeted to any customer of the Bank and its Subsidiaries or a member any group of a group that controls, such corporation.customers or (y) continuing to provide services to current customers of the Asset Management Businesses of the type provided within the Asset Management Businesses as of the date hereof (and any logical extensions or enhancements of such asset management services) to such customers; (iii) This (A) contact, approach or solicit for the purpose of offering employment to or hiring or retaining, or hire or retain, any person who is employed by the Bank or its Subsidiaries (other than any individual set forth on Section 7(c) does not, in any way, restrict or impede 7.20 of the Optionee from exercising protected rights to the extent that such rights cannot be waived by agreement or from complying with any applicable law or regulation or a valid order of a court of competent jurisdiction or an authorized government agencyBank Disclosure Schedule, provided that the relevant party makes such compliance does individual available to provide transition services to Purchaser for at least one year following the Closing Date but not exceed beyond the period for which such person remains an employee of ▇. ▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇, the Sellers or their controlled Affiliates) as of the date hereof or as of the Closing Date; provided, however, that required the foregoing will not be deemed to prohibit (I) general solicitations not targeted at such individuals (including job announcements in newspapers and industry publications or on the Internet) or from hiring any individual who responds to such a general solicitation or (II) from soliciting or hiring any individual who has left the employment of the Bank or its Subsidiaries at least six months prior to such solicitation or hire. (b) It is the intent of the parties to this agreement that the provisions of this Section 7.20 shall be enforced to the fullest extent permissible under the laws and public policies applied in each jurisdiction in which enforcement is sought. If any particular provision or portion of this Section 7.20 shall be adjudicated to be invalid or unenforceable, such provision or portion thereof shall be deemed amended to the minimum extent necessary to render such provision or portion valid and enforceable, such amendment to apply only with respect to the operation of such provision or portion in the particular jurisdiction in which such adjudication is made. (c) ▇. ▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇ and each Seller agrees to use, and to cause the Asset Management Businesses to use, commercially reasonable efforts to encourage customers of the Asset Management Businesses with commercial banking relationships with the Bank to maintain such relationships from and after the Closing with the Bank and its successors. (d) The parties hereto acknowledge that damages and remedies at law for any breach of this Section 7.20 would be inadequate and, Purchaser shall be entitled to specific performance and other equitable remedies (including an injunction) and such other relief as a court or tribunal may deem appropriate in addition to any other remedies Purchaser may have in the event of a breach of this Agreement. The parties hereto acknowledge and agree that a portion of the Consideration being paid to each Seller pursuant to Article II hereof, which amount shall be determined prior to the Closing by a third party accountant, auditor or appraiser selected by the lawPurchaser and reasonably acceptable to the Sellers, regulationis being paid to such Seller in respect of the covenants set forth in this Section 7.20, or orderand no party hereto shall take any position inconsistent herewith.

Non-Competition. Because of The Executive covenants and agrees that for the Employer Group’s legitimate business interest Restricted Period (as described in this Agreement and the good and valuable consideration offered to the Optioneedefined below), the receipt and sufficiency Executive will not, in the United States or any other jurisdiction in which the Company, the Parent or their respective corporate controlled affiliates is engaged or has reasonably firm plans to engage in business, whether as a principal, investor, employee, consultant, independent contractor, officer, director, board member, manager, partner, agent, or otherwise, alone or in association with any other person, firm, corporation, or business organization, work for, become employed by, engage in, carry on, provide services to, or assist in any manner (whether or not for compensation or gain) a person or entity that engages in any business in which the Company, the Parent, or any of which their corporate controlled affiliates is acknowledgedengaged (a “Competing Business”), during where Executive’s position or service for such Competing Business relates to Executive’s positions with or the term types of Optionee’s employment and services performed by the Executive for the one year beginning on Company, the last day Parent, or any of the Optionee’s employment their corporate controlled affiliates, or is otherwise competitive with the Company’s, whether terminated for the Parent’s, or any reason of their corporate controlled affiliates’ products or services provided, however, that the foregoing will not prohibit the Executive from (i) serving on a board of directors (or comparable bodies) of other entities where the Parent has given prior permission, (ii) after the occurrence of both a Change of Control (as defined in Section 11) and the termination of the Executive’s employment, being employed by (A) a campus-based institution of higher education that derives no reasonmore than twenty percent (20%) of its revenues from online education, provided, that the Executive is not predominantly engaged in supporting the online education, or (B) an online learning company that does not provide higher education, or (iii) serving as a faculty member, “scholar in residence” or similar academic position, provided, that the Executive does not engage in administrative matters, other than to a de minimis extent. Notwithstanding the foregoing, the ownership by the Optionee or Executive of less than one percent (1%) of the Companyoutstanding stock of any corporation listed on a national securities exchange shall not be deemed a violation of this Section 8(a). For purposes of the foregoing, (the “Restricted Period”), ” means the Optionee agrees and covenants not to engage in Prohibited Activity (as defined below) within the United States, or the geographical regions for which the Optionee provides services period during the course Executive’s employment hereunder and (x) for a period of employment, whichever is larger. one (i1) For purposes of this non-compete clause, “Prohibited Activity” is activity in which the Optionee contributes the Optionee’s knowledge, directly or indirectly, in whole or in part, as an associate, employer, owner, operator, manager, advisor, consultant, contractor, agent, partner, director, stockholder, officer, volunteer, intern, or any other similar capacity to an entity engaged in the same or similar business as the Employer Group, including those engaged in the business of manufacturing and distribution of doors, windows, trim, and other building supplies manufactured or distributed by the Employer Group. Prohibited Activity also includes activity that may require or inevitably require disclosure of trade secrets, proprietary information, or Confidential Information. year thereafter (ii) Nothing herein shall prohibit the Optionee from purchasing or owning less than five percent (5%) of the publicly traded securities of any corporation, provided that such ownership represents a passive investment and that the Optionee is not a controlling person of, or a member of a group that controls, such corporation. (iii) This Section 7(c) does not, in any way, restrict or impede the Optionee from exercising protected rights to the extent that such rights cannot be waived permitted by agreement law), or from complying with any applicable law or regulation or a valid order (y) in the event of a court termination by the Executive of competent jurisdiction or an authorized government agencyher employment after July 1, 2017 for other than Good Reason, and provided that within thirty (30) days of notice by the Executive of such compliance termination the Company does not exceed notify the Executive that required by the lawCompany had grounds for termination of the Executive’s employment for Cause, regulationfor a period until the later of six (6) months after such termination or July 1, or order2018.

Non-Competition. Because In furtherance of the Employer Group’s legitimate business interest as described in this transactions contemplated by the Merger Agreement and the good and valuable consideration offered substantial economic benefit to the Optionee, the receipt and sufficiency of which is acknowledgedbe conferred upon Seller upon consummation thereof, during the term Term, Seller covenants and agrees, that Seller will not, and will cause the Restricted Persons not to, without the express prior written consent of Optionee’s employment and for Parent, directly or indirectly: (a) engage or be involved in any business that is a Restricted Business in any territory where Parent or the one year beginning on the last day Company (or any of their respective controlled Affiliates) conducts business or is in active development to conduct business as of the Optionee’s employment with the Company, whether terminated for any reason or no reason, by the Optionee or the Company, Closing Date (the “Restricted PeriodTerritory”); (b) acquire beneficial ownership or voting control of any class of the outstanding equity interests (including any debt securities exercisable or exchangeable for, or convertible into, equity interests) of, or, provide any loan or other financial assistance to, any Person that is engaged in a Restricted Business in the Restricted Territory; or (c) solicit or attempt to solicit any business, entity or Person that was a customer of the Company as of the Closing Date during the twelve-month period prior to the Closing Date (a “Current Business Relation”) for purposes of providing any product or service that is competitive with those provided by the Company as of the Closing Date; or (d) induce or attempt to induce any Current Business Relation or any business, entity or Person that was a supplier, vendor, co-branding partner, licensor, licensee, lessor or lessee, or other business relation of the Company as of the Closing Date or during the twelve-month period prior to the Closing Date, to cease doing business with, or adversely modify its business relationship with, the Optionee agrees Company, Parent or their respective Affiliates. Notwithstanding anything to the contrary in this Section 3, Seller and covenants any Affiliate of Seller, shall not to engage in Prohibited Activity (as defined below) within the United States, or the geographical regions for which the Optionee provides services during the course of employment, whichever is larger. be prohibited from: (i) For purposes of this non-compete clause, “Prohibited Activity” is activity in which the Optionee contributes the Optionee’s knowledge, directly or indirectly, owning solely as a passive investment not in whole excess of one percent (1%) in the aggregate of any class of capital stock of any corporation if such stock is publicly traded and listed on any national exchange or quoted on the NASDAQ National Market, regardless of whether or not such corporation is engaging in parta Restricted Business; (ii) owning a passive equity interest in a diversified private or public debt or equity investment fund (including without limitation hedge and mutual funds) in which the Seller does not have the ability to control or exercise any managerial influence over such fund; (iii) work for or become employed or engaged by a venture capital, private equity or debt fund that owns equity interests in a Restricted Business so long as Seller does not serve as an associateofficer, employerdirector, owner, operator, manageremployee, advisor, or consultant, contractor, agent, partner, director, stockholder, officer, volunteer, intern, or provide any other similar capacity services to any such Restricted Business; (iv) be employed by or act as a consultant or independent contractor for an entity engaged that engages in the same Restricted Business if Seller is employed or similar business assigned as the Employer Group, including those engaged a consultant or independent contractor in a subsidiary or division of such entity that does not engage in the business of manufacturing Restricted Business and distribution of doors, windows, trim, and other building supplies manufactured or distributed by the Employer Group. Prohibited Activity also includes activity that may require or inevitably require disclosure of trade secrets, proprietary information, or Confidential Information. (ii) Nothing herein shall prohibit the Optionee from purchasing or owning less than five percent (5%) of the publicly traded securities of any corporation, provided that such ownership represents a passive investment Seller is entirely independent and that the Optionee is not a controlling person of, isolated from any involvement or a member of a group that controls, such corporation. (iii) This Section 7(c) does not, in any way, restrict or impede the Optionee from exercising protected rights work related to the extent that such rights cannot be waived Restricted Business; (v) being employed by agreement or from complying with any applicable law or regulation or a valid order of a court of competent jurisdiction or an authorized government agency, college, university or other non-profit research organization or performing speaking engagements and receiving honoraria in connection with such engagements or (vi) any activity consented to in writing by Parent; provided that in all such compliance does not exceed that required instances, Seller continues to abide by the law, regulation, or orderall confidentiality obligations towards Parents and its Affiliates under all agreements containing such confidentiality obligations.

Non-Competition. Because of the Employer Group’s legitimate business interest (a) Except as described set forth in this Agreement and for a period of five years following the good and valuable consideration offered to the Optionee, the receipt and sufficiency of which is acknowledged, during the term of Optionee’s employment and for the one year beginning on the last day of the Optionee’s employment with the Company, whether terminated for any reason or no reason, by the Optionee or the Company, Closing Date (the “"Restricted Period”)") AFG shall not, the Optionee agrees and covenants shall not to engage in Prohibited Activity permit any of its Post-Closing Subsidiaries to: (as defined belowi) offer, issue or sell, directly or indirectly within the United States, personal automobile insurance written through independent agents; or (ii) employ, offer to employ or solicit with a view to employment any person employed by the geographical regions for which Company whose annual base salary exceeds $50,000; provided, that the Optionee provides services during foregoing will not prevent AFG from soliciting or hiring any such person if such person's employment has been terminated, without cause, by the course Company. (b) Notwithstanding any other provision of employmentthis Section 2 to the contrary, whichever neither AFG nor any of its Post-Closing Subsidiaries is larger.prohibited from: (i) engaging in any line of business in which it is engaged at completion of the Public Offering, including, without limitation, the offering of personal automobile insurance policies through Mid-Continent Casualty Company and its wholly-owned subsidiaries ("Mid-Continent"), but only within those states where Mid-Continent is offering personal automobile insurance policies at the time of the completion of the Public Offering; or (ii) acquiring an interest in any Person engaged in any line of business except for acquisitions of controlling interests, whether in a single transaction or series of transactions, in any Person or Persons with, in the aggregate, $100,000,000 or more in gross annual written premiums, or, with respect to one Person, 50% or more of its gross revenues (excluding investment income and realized investment gains and losses), attributable to the writing of personal automobile insurance based on the most recent full fiscal year for which financial statements are available (a "PERMITTED ACQUIREE"), provided further, however, that AFG and any of its Post-Closing Subsidiaries may acquire a controlling interest in a Person that is not a Permitted Acquiree if AFG or such Post-Closing Subsidiary promptly divests the personal automobile insurance operations of such Person. For purposes of this nonAgreement, a "controlling interest" in a Person means having the power to direct or cause the direction of management and policies of such Person through the ownership of voting securities. (c) Section 2(a)(i) and (ii) shall also be binding upon any person who has a controlling interest in AFG as of the Closing Date until such time, however, that the person ceases to have a controlling interest in AFG. AFG shall cause each such person to comply with the terms and conditions hereof. (d) Section 2(a)(i) and (ii) shall not be binding upon a Post-compete clauseClosing Subsidiary of AFG after the time such Person ceases to be a Post-Closing Subsidiary of AFG. For avoidance of doubt, “Prohibited Activity” is activity in Section 2(a)(i) and (ii) also does not apply to any person which on or after the Optionee contributes Closing Date becomes an Affiliate (other than a Post-Closing Subsidiary) of AFG, including any person that acquires all or substantially all of the Optionee’s knowledgecapital stock or assets of AFG. (e) The Company and AFG agree that money damages alone would not be a sufficient remedy for any breach of this Section 2 by AFG, directly or indirectly, in whole or in part, as an associate, employer, owner, operator, manager, advisor, consultant, contractor, agent, partner, director, stockholder, officer, volunteer, internits Post-Closing Subsidiaries, or any person having a controlling interest in AFG, and that, in addition to all other similar capacity to an entity engaged in the same or similar business as the Employer Groupremedies, including those engaged in monetary relief, the business of manufacturing Company shall be entitled to specific performance and distribution of doors, windows, trim, and injunctive or other building supplies manufactured or distributed by the Employer Group. Prohibited Activity also includes activity that may require or inevitably require disclosure of trade secrets, proprietary information, or Confidential Informationequitable relief as a remedy for any such breach. (ii) Nothing herein shall prohibit the Optionee from purchasing or owning less than five percent (5%) of the publicly traded securities of any corporation, provided that such ownership represents a passive investment and that the Optionee is not a controlling person of, or a member of a group that controls, such corporation. (iii) This Section 7(c) does not, in any way, restrict or impede the Optionee from exercising protected rights to the extent that such rights cannot be waived by agreement or from complying with any applicable law or regulation or a valid order of a court of competent jurisdiction or an authorized government agency, provided that such compliance does not exceed that required by the law, regulation, or order.

Non-Competition. Because (a) For a period of four years from the Employer Group’s legitimate business interest as described in this Agreement and the good and valuable consideration offered to the Optionee, the receipt and sufficiency of which is acknowledged, during the term of Optionee’s employment and for the one year beginning on the last day of the Optionee’s employment with the Company, whether terminated for any reason or no reason, by the Optionee or the Company, Closing Date (the “Restricted Period”), except as permitted by this Section 4.15, Seller shall not (and shall cause each of its Affiliates not to), without the Optionee agrees and covenants not to prior written consent of Buyer, (i) engage in Prohibited Activity or carry on any Competitive Activities (as defined below) within the United Statesin Exhibit D), or (ii) have an equity interest in any Person that engages in any Competitive Activities; provided, however, that “Competitive Activities” shall in no event be deemed to include performing any act or conducting any business (A) contemplated by the geographical regions for which Transition Services Agreement or the Optionee provides services during the course Continuing Relationship Agreement, or (B) to retail customers of employmentSeller or any of its Affiliates or investment professionals licensed with Seller’s or Seller’s Affiliates’ private banking, whichever is largerwealth management or retail banking operations. (b) This Section 4.15 shall cease to apply (i) For purposes to any Person at such time as it is no longer an Affiliate of this non-compete clauseSeller, “Prohibited Activity” is activity or (ii) upon the occurrence of an arm’s length transaction in which any Person acquires or combines with Seller in a transaction in which (A) Persons who are directors of Seller immediately prior to the Optionee contributes consummation of the Optionee’s knowledgetransaction do not constitute upon the consummation of such transaction a majority of the board of directors of the Person which survives such transaction (or the publicly traded parent thereof) and (B) the holders of the common stock of Seller hold upon the consummation thereof 60% or less of the shares of equity securities normally entitled to vote in the election of directors of such Person, directly or indirectlyand shall not apply to any Person that, in whole an arm’s length transaction, acquires or combines with one of Seller’s Affiliates or acquires assets, operations or a business from Seller or one of its Affiliates if such Person is not an Affiliate of Seller after such transaction is consummated. No restriction in partthis Section 4.15 shall apply to BlackRock, as an associate, employer, owner, operator, manager, advisor, consultant, contractor, agent, partner, director, stockholder, officer, volunteer, intern, Inc. or any other similar capacity to an entity engaged in the same or similar business as the Employer Group, including those engaged in the business of manufacturing and distribution of doors, windows, trim, and other building supplies manufactured or distributed by the Employer Group. Prohibited Activity also includes activity that may require or inevitably require disclosure of trade secrets, proprietary information, or Confidential Informationits controlled Affiliates. (iic) Nothing herein Notwithstanding the foregoing provisions of this Section 4.15, nothing in this Agreement shall preclude, prohibit the Optionee or restrict Seller or any of its Affiliates from purchasing (i) acquiring, owning or owning less than five percent (5%) holding up to 10% of the publicly traded outstanding securities of any corporationentity whose securities are listed and traded on a national securities exchange or market or any securities required to be registered under the Exchange Act; (ii) holding or exercising rights of ownership with respect to any security in a fiduciary capacity or otherwise for the benefit of a third party not affiliated with Seller; (iii) acquiring more than 10% of the outstanding capital stock or other equity interests in, provided but less than a Controlling Interest in, any Person that derives 25% or less of its total annual revenues in its most recent fiscal year from Competitive Activities; or (iv) acquiring a Controlling Interest in any Person that derives less than 25% of its total annual revenues in its most recent fiscal year from Competitive Activities; provided, however, that in the case of this clause (iv) Seller shall divest or enter into a binding agreement to divest to an unaffiliated third party, or cause its applicable Affiliate to divest or enter into such an agreement, with respect to that portion of such Person that engages in Competitive Activities as soon as reasonably practicable, and in any event not later than one year, following the acquisition of such ownership represents a passive investment and or interest (except that the Optionee is obligations set forth in this proviso shall not a controlling person of, apply to Seller or a member any of a group its Affiliates in the event that controls, Seller or any of its Affiliates consummate the acquisition of such corporationControlling Interest at any time during the final year of the Restricted Period); or (v) performing any act or conducting any business contemplated by this Agreement or the Transition Services Agreement. (iiid) This If Seller breaches, or threatens to commit a breach of, any of the provisions of this Section 7(c4.15, Buyer and the Company shall have the right in addition to, and not in lieu of, any other rights and remedies available to Buyer or the Company under law or in equity (including the right and remedy to recover from Seller all monetary damages suffered by Buyer or the Company or any Subsidiary of the Company, as the case may be, as the result of any acts or omissions constituting a breach of this Section 4.15) does notto have such provision specifically enforced by any court having jurisdiction, it being acknowledged and agreed that any such breach or threatened breach may cause irreparable injury to each of Buyer and the Company and that money damages may not provide an adequate remedy to Buyer or the Company. (e) Seller acknowledges that the restrictions contained in this Section 4.15 are reasonable and necessary to protect the legitimate interests of Buyer and constitute a material inducement to Buyer to enter into this Agreement and consummate the transactions contemplated by this Agreement. In the event that any covenant contained in this Section 4.15 should ever be adjudicated to exceed the time, geographic, product or service, or other limitations permitted by Applicable Law in any wayjurisdiction, restrict or impede the Optionee from exercising protected rights to the extent that such rights cannot be waived by agreement or from complying with then any applicable law or regulation or a valid order of a court of competent jurisdiction is expressly empowered to reform such covenant, and such covenant shall be deemed reformed, in such jurisdiction to the maximum time, geographic, product or an authorized government agency, provided that such compliance does not exceed that required by the law, regulationservice, or orderother limitations permitted by Applicable Law. The covenants contained in this Section 4.15 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 invalidate or render unenforceable the 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.

Non-Competition. Because 6.4.1 Delphi undertakes and agrees with Buyer Parent that for a period of four (4) years after the Employer Group’s legitimate Closing Date, except with the consent of Buyer Parent, Delphi will not, and will procure that each Affiliate of Delphi will not, either on its own account or in conjunction with or on behalf of any person, firm or company, whether by sales, marketing or other activities, carry on or be engaged, whether as a shareholder, licensor of Intellectual Property, director, employee, partner or agent in carrying on any business interest which is engaged in the design, development, manufacture, remanufacture or sale of Products as described carried on by the Business at the Closing Date (a “Competitive Business“); provided, however, that the restrictions contained in this Agreement and the good and valuable consideration offered to the OptioneeSection 6.4.1 will not prohibit, the receipt and sufficiency of which is acknowledged, during the term of Optionee’s employment and for the one year beginning on the last day of the Optionee’s employment with the Company, whether terminated for in any reason or no reason, by the Optionee or the Company, (the “Restricted Period”), the Optionee agrees and covenants not to engage in Prohibited Activity (as defined below) within the United States, or the geographical regions for which the Optionee provides services during the course of employment, whichever is larger. way: (i) For purposes the acquisition of this non-compete clausea controlling interest or merger with any Person, “Prohibited Activity” or a division or business unit thereof, which is activity not primarily engaged in which a Competitive Business, provided that, Delphi will use commercially reasonable efforts to divest, as soon as practicable after such acquisition or merger, any portion of the Optionee contributes business of such Person that constitutes a Competitive Business if the Optionee’s knowledgeCompetitive Business accounts for more than $250,000,000 in annual sales; (ii) the acquisition by Delphi or any of its Affiliated companies, directly or indirectly, of a non-controlling ownership interest in whole any Person or in part, as an associate, employer, owner, operator, manager, advisor, consultant, contractor, agent, partner, director, stockholder, officer, volunteer, interna division or business unit thereof, or any other similar capacity to an entity engaged in a Competitive Business, if the same Competitive Business accounts for fifteen (15%) percent or similar less of the sales or fifteen (15%) percent or less of the value of the acquired business as at the Employer Groupdate of such acquisition (whichever is the greater); (iii) the acquisition by Delphi or any of its Affiliated companies, including those engaged in the business directly or indirectly, of manufacturing and distribution of doors, windows, trim, and other building supplies manufactured or distributed by the Employer Group. Prohibited Activity also includes activity that may require or inevitably require disclosure of trade secrets, proprietary information, or Confidential Information. (ii) Nothing herein shall prohibit the Optionee from purchasing or owning less than five percent (5%) percent of the publicly traded securities stock of any corporationPerson engaged in a Competitive Business; (iv) provision of consulting services to, the license of any technology that Delphi or any Delphi Affiliate owns or has license to use to, or the financing (on its own behalf or on behalf of any other Person) of any Person for the purpose of designing or manufacturing on behalf of Delphi or any Delphi Affiliate or selling to Delphi or any Delphi Affiliate components and parts for automotive applications, other than the current or future Products; (v) consistent with Delphi’s troubled supplier practices, any direct or indirect activities of Delphi or any Delphi Affiliate to advise, operate, manage or finance a troubled supplier of Delphi or its Affiliates; or (vi) any business or activity conducted by Delphi or any Affiliate, joint venture (including KDAC), subsidiary or division of Delphi (excluding the Business) and any natural extensions thereof as of the Closing Date (each of which will be deemed not to breach this Section 6.4.1), including: (a) any activity conducted by KDAC; (b) the design, development, manufacture, remanufacture, or sale of sub-components of the type set forth on Schedule 6.4.1 of the Products and of integrated vehicle controllers containing steering functionality (provided that Delphi will be restricted from using the steering algorithms included in the Purchased Intellectual Property for such ownership represents a passive investment purposes) ; and (c) the sale and distribution of Products in the independent aftermarket. 6.4.2 In the event that the Optionee is not a controlling person ofcovenants contained in Section 6.4.1 are more restrictive than permitted by Law, or a member of a group the Parties agree that controls, such corporation. (iii) This the covenants contained in Section 7(c) does not, in any way, restrict or impede the Optionee from exercising protected rights 6.4.1 will be enforceable and enforced to the extent that such rights cannot be waived permitted by agreement or from complying with any applicable law or regulation or a valid order of a court of competent jurisdiction or an authorized government agency, provided that such compliance does not exceed that required by the law, regulation, or orderLaw.

Non-Competition. Because of the Employer Group’s legitimate business interest as described in this Agreement and the good and valuable consideration offered to the Optionee(a) Seller agrees that, the receipt and sufficiency of which is acknowledged, during the term of Optionee’s employment and for the one year beginning a period commencing on the last day of Closing Date and terminating two years after the Optionee’s employment with the CompanyClosing Date, whether terminated for any reason or no reason, by the Optionee or the Company, (the “Restricted Period”), the Optionee agrees and covenants it will not to engage in Prohibited Activity (as defined below) within the United Statesdirectly, or the geographical regions for which the Optionee provides services during the course indirectly through any of employmentits Affiliates, whichever is larger. (i) For purposes of this non-compete clause, “Prohibited Activity” is activity in which the Optionee contributes the Optionee’s knowledge, directly or indirectly, in whole or in part, as an associate, employer, owner, operator, manager, advisor, consultant, contractor, agent, partner, director, stockholder, officer, volunteer, intern, or any other similar capacity to an entity engaged in the same or similar business as the Employer Group, including those engaged engage in the business of manufacturing and distribution of doorsdesigning, windowsmanufacturing, trimselling or distributing products designed, and other building supplies manufactured manufactured, sold or distributed by the Employer GroupBusiness as of the date of this Agreement, anywhere in the world. Prohibited Activity also includes activity that may require or inevitably require disclosure The foregoing activities are referred to in this Agreement collectively as "Business Activities." (b) Notwithstanding the above, the provisions of trade secrets, proprietary information, or Confidential InformationSection 7.19 (a) will not prohibit any of the Seller's Affiliates from engaging in any business currently conducted by such Affiliate and any natural extensions thereof. (c) Notwithstanding the provisions of Section 7.19(a), the acquisition (by asset purchase, stock purchase, merger, consolidation or otherwise) by the Seller or any of its Affiliates of the stock, business or assets of any Person that at the time of such acquisition is engaged in Business Activities, and the continuation of such Business Activities following such acquisition, will not be in breach of the terms of this Section 7.19 if: (i) the portion of the revenues of such Person and its subsidiaries on a consolidated basis for the fiscal year ending prior to the date of such acquisition that is attributable to Business Activities by such Person and its subsidiaries account for less than 20% of the revenues of such Person and its subsidiaries on a consolidated basis for such fiscal year; or (ii) in the event the foregoing condition is not satisfied, the Seller offers, or cause its Affiliates to offer the portion of such business or assets that represents Business Activities to the Purchaser and negotiates in good faith with the Purchaser as to the terms and conditions of the Purchaser's purchase of such business and assets. (d) Nothing herein shall prohibit in this Section 7.19 will restrict or prevent the Optionee Seller or any of its Affiliates from purchasing or owning less than maintaining and/or undertaking passive investments in Persons primarily engaged in the Business Activities so long as the aggregate interest represented by such investments does not exceed (i) five percent (5%) of any class of the publicly traded outstanding debt or equity securities of any corporationsuch Person, provided that such ownership represents a passive investment and that in the Optionee is not a controlling person of, or a member case of a group that controls, such corporationPerson whose shares are listed on a national securities exchange or the NASDAQ National Market System or equivalent foreign exchange or quotation system or (ii) five percent (5%) of any class of the outstanding equity or debt securities in the case of any other Person. (iiie) This Section 7(c) does not, in any way, restrict or impede If the Optionee from exercising protected rights to the extent that such rights cannot be waived by agreement or from complying with any applicable law or regulation or a valid order final judgment of a court of competent jurisdiction declares that any term or an authorized government agencyprovision of this Section 7.19 is invalid or unenforceable, provided the parties agree that such compliance does not exceed the court making the determination of invalidity or unenforceability will have the power to reduce the scope, duration or area of the term or provision, to delete specific words or phrases or to replace any invalid or unenforceable term or provision with a term or provision that required by is valid and enforceable and that comes closest to expressing the law, regulation, intention of the invalid or orderunenforceable term or provision and this Agreement will be enforceable as so modified.

Non-Competition. Because (a) During the period commencing immediately after the Closing and ending on the third anniversary of the Employer Group’s legitimate business interest as described Closing Date (the "Noncompetition Period") (unless only a shorter maximum period is permitted by applicable Law, in this Agreement and the good and valuable consideration offered to the Optionee, the receipt and sufficiency of which is acknowledgedcase, during the term of Optionee’s employment and for the one year beginning on the last day of the Optionee’s employment with the Company, whether terminated for any reason or no reason, by the Optionee or the Company, (the “Restricted Period”such shorter period), the Optionee agrees Seller shall not, and covenants shall cause its Affiliates (the Seller together with its Affiliates, the "Restricted Entities") not to engage in Prohibited Activity (as defined below) within the United Statesto, or the geographical regions for which the Optionee provides services during the course of employment, whichever is larger. (i) For purposes of this non-compete clause, “Prohibited Activity” is activity in which the Optionee contributes the Optionee’s knowledgeengage, directly or indirectly, in whole any capacity, have any direct or indirect ownership interest in, manage, operate, finance or control any business anywhere in partthe United States which is engaged, as an associateeither directly or indirectly, employerin the Restricted Business. (b) Notwithstanding any provision to the contrary in this Section 6.12, ownerany Restricted Entity may: (i) purchase or otherwise acquire by merger, operatorpurchase of assets, manager, advisor, consultant, contractor, agent, partner, director, stockholder, officer, volunteer, internstock or controlling interest or otherwise, or engage in any other similar capacity to an entity engaged merger and acquisition activity with, any Person or business that engages in the same or similar business Restricted Business and thereafter continue such Person's business, so long as at the Employer Grouptime of such acquisition, including those engaged the revenues derived from that portion of the acquired Person that engages in the business Restricted Business constitute less than 15% of manufacturing and distribution the annual gross revenues of doors, windows, trim, and other building supplies manufactured or distributed by the Employer Group. Prohibited Activity also includes activity that may require or inevitably require disclosure of trade secrets, proprietary information, or Confidential Information.acquired Person; (ii) Nothing herein shall prohibit acquire, own or manage for the Optionee from purchasing account of third parties through a mutual fund, employee benefit plan, trust account or owning less than five percent (5%) similar investment pool or vehicle, any class of the publicly traded securities security of any corporation, provided that Person regardless of whether such ownership represents a Person engages in the Restricted Business (so long as such investment is solely passive in nature and made only for investment and that the Optionee is not a controlling person of, or a member of a group that controls, such corporation.purposes); (iii) This hold or make any equity investment in any Person in which (x) no Restricted Entity has a right to designate a majority, or such higher amount constituting a controlling number, of the members of the board of directors (or similar governing body) of such Person, and (y) such Restricted Entity holds not more than 10% of the outstanding voting securities or similar equity interest in such Person; provided, that no Restricted Entity controls the management of such Person; or (iv) for the avoidance of doubt, engage in manufacturing of any kind and any selling, marketing, distributing, supplying, renting, third party billing or any other business activity in the fields of pain management, wound site management or post-operative surgical treatments. (c) In the event any Affiliate of the Seller ceases to be an Affiliate of the Seller (or any of its successors and assigns), the provisions of this Section 7(c6.12 shall no longer apply to such Person. (d) does If the Seller is purchased or otherwise acquired by merger, purchase of assets, stock or controlling interest or otherwise, by any Person that is not an Affiliate of the Seller immediately prior to the execution of the definitive agreement relating to such purchase or other acquisition, then (i) such Person and its Affiliates shall not be deemed Restricted Entities for the purposes of this Section 6.12 and (ii) the restrictions set forth in Section 6.12(e) and (f) shall not apply to such Person and its Affiliates. (e) The Seller covenants that, during the Noncompetition Period, the Seller shall not, and it shall cause its current Affiliates not to, directly or indirectly, solicit or entice any clients or customers of the Company to engage in any waybusiness relationship which could reasonably be expected to materially harm the Restricted Business. (f) The Seller covenants that, restrict or impede during the Optionee period commencing from exercising protected rights to the extent that such rights canClosing Date and ending on the second anniversary of the Closing Date, without the prior written consent of the Buyer (which consent shall not be waived unreasonably withheld, delayed or conditioned), the Seller shall not, and it shall cause its Affiliates not to, directly or indirectly solicit (other than a solicitation by agreement general advertisement) the employment or from complying with engagement of services of, any applicable law person who is or regulation was employed as an employee, contractor or consultant by the Company during such period on a valid order of full- or part-time basis. (g) If a court of competent jurisdiction determines that the character, duration or an authorized government agencygeographical scope of the provisions of this Section 6.12 is unreasonable, provided it is the intention and the agreement of the parties that such compliance does court shall be empowered to reform such provisions, in such jurisdiction to the extent that comes closest to the intentions of the parties with respect to such unreasonable term or provision. The covenants contained in this Section 6.12 are severable and distinct covenants and provisions. The invalidity or unenforceability of any such covenant or provision as written shall not exceed invalidate or render unenforceable the 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. (h) The Seller acknowledges that required the covenants of the Seller set forth in this Section 6.12 are an essential element of this Agreement and that any breach by the Seller of any provision of this Section 6.12 will result in irreparable injury to the Buyer. The Seller acknowledges that in the event of such a breach, in addition to all other remedies available at law, regulationthe Buyer shall be entitled to equitable relief, including injunctive relief, and an equitable accounting of all earnings, profits or orderother benefits arising therefrom, as well as such other damages as may be appropriate.

Non-Competition. Because (a) In order that Purchaser may have and enjoy the full benefit of the Employer Group’s legitimate business interest as described in this Agreement and the good and valuable consideration offered to the OptioneeBusiness, the receipt and sufficiency of which is acknowledged, during the term of Optionee’s employment and Seller Parties agree that for the one year beginning a period commencing on the last day of Closing Date and ending on the Optionee’s employment with the Company, whether terminated for any reason or no reason, by the Optionee or the Company, third anniversary thereof (the “Restricted Non-Competition Period”), the Optionee agrees Seller Parties shall not, and covenants shall cause their Subsidiaries not to engage in Prohibited Activity (as defined below) within the United Statesto, or the geographical regions for which the Optionee provides services during the course of employment, whichever is larger. (i) For purposes of this non-compete clause, “Prohibited Activity” is activity in which the Optionee contributes the Optionee’s knowledgeengage, directly or indirectly, in whole a Competing Business or in part, as an associate, employer, owner, operator, manager, advisor, consultant, contractor, agent, partner, director, stockholder, officer, volunteer, intern, or any other similar capacity to an entity engaged in the same or similar business as the Employer Group, including those engaged in the business of manufacturing and distribution of doors, windows, trim, and other building supplies manufactured or distributed by the Employer Group. Prohibited Activity also includes activity that may require or inevitably require disclosure of trade secrets, proprietary information, or Confidential Information. (ii) Nothing herein shall prohibit the Optionee from purchasing or owning less acquire more than five ten percent (510%) of the publicly traded outstanding equity interest in any Business Competitor. For purposes of this Agreement: (i) “Competing Business” shall mean designing, developing, researching, manufacturing, supplying, distributing, selling, supporting, maintaining or servicing any IR Product; and (ii) “Business Competitor” shall mean any Person that derived more than 10% of its consolidated gross revenues from Competing Businesses during the four fiscal quarters prior to the Seller Parties or any of their Subsidiaries entering into an agreement providing for the investment in or acquisition of such Person, for which financial statements are available. Notwithstanding the foregoing, the provisions of this Section 1 shall not restrict the Seller Parties or any of their Subsidiaries from: (x) acquiring and operating any Business Competitor so long as (A) the Seller Parties or such Subsidiary divests all or a portion of the Competing Business conducted by such Business Competitor within twelve (12) months of such transaction such that an acquisition by the Seller Party or such Subsidiary of the retained portion of the Competing Business would be permissible under the terms of the foregoing clause “(ii)”; and (B) while owned, the Seller Parties and their Subsidiaries do not provide such Business Competitor with any Licensed Business Technology or Licensed Business Intellectual Property Rights held by the Seller Parties or their Subsidiaries prior to the date of such acquisition; (y) owning, directly or indirectly, solely as an investment, securities of any corporationPerson traded on a national securities exchange, provided that such ownership represents a passive investment and that the Optionee no Seller Party or any of its Affiliates (1) is not a controlling person of, Person or a member of a group that controls, controls such corporation. Person and (iii2) This Section 7(cdirectly or indirectly owns more than ten percent (10%) does not, in any way, restrict or impede more of the Optionee from exercising protected rights to the extent that voting securities of such rights cannot be waived by agreement or from complying with any applicable law or regulation or a valid order of a court of competent jurisdiction or an authorized government agency, provided that such compliance does not exceed that required by the law, regulationPerson, or order(z) continuing to operate existing lines of business, other than the Business.

Non-Competition. Because (a) During the period commencing on the Closing Date and ending on the 2nd (second) anniversary of the Employer Group’s legitimate business interest as described in this Agreement and the good and valuable consideration offered to the OptioneeClosing Date, the receipt Seller shall not, and sufficiency of which is acknowledged, during the term of Optionee’s employment and for the one year beginning on the last day of the Optionee’s employment with the Company, whether terminated for any reason or no reason, by the Optionee or the Company, (the “Restricted Period”), the Optionee agrees and covenants not to engage in Prohibited Activity shall cause its Subsidiaries (as defined below) within the United States), or the geographical regions for which the Optionee provides services during the course of employmentas long as they qualify as Subsidiaries, whichever is larger. (i) For purposes of this non-compete clause, “Prohibited Activity” is activity in which the Optionee contributes the Optionee’s knowledgenot to, directly or indirectly, carry on the insurance, reinsurance, life, annuity, pension or health business as written by the Company in whole the countries the - 69 - Company operates in at the Closing Date (the "Relevant Business"); provided that nothing in this Agreement shall restrict: (i) the Seller or any of its Subsidiaries from acquiring or holding as a passive investor less than 20% (twenty percent) (including voting rights held by any Persons acting jointly or in partconcert with the Seller) of the issued and outstanding voting rights of a corporation, as the shares of which are listed on a recognized stock exchange and provided that the board of directors of such corporation does not include an associateindividual who is acting on behalf of the Seller or its Subsidiaries or holding voting rights that, employerdirectly or indirectly, owner, operator, manager, advisor, consultant, contractor, agent, partner, director, stockholder, officer, volunteer, interngive the Seller or its Subsidiaries any management functions in, or any other similar capacity the ability to an materially influence the conduct of the entity engaged in the same or similar business as the Employer Group, including those engaged in the business of manufacturing and distribution of doors, windows, trim, and other building supplies manufactured or distributed by the Employer Group. Prohibited Activity also includes activity that may require or inevitably require disclosure of trade secrets, proprietary information, or Confidential Information.which such shares are held; (ii) Nothing herein shall prohibit the Optionee Seller or any of its Subsidiaries from purchasing acquiring, or owning less than five percent (5%) holding any shares or voting rights in, any Person, the shares of the publicly traded securities of any corporationwhich are not listed on a stock exchange and which, directly or indirectly, carries on such Relevant Business, provided that the annual gross written premiums of such ownership represents a passive investment Person from such Relevant Business is less than 50% (fifty percent) of such Person’s and that the Optionee is not a controlling person of, or a member of a group that controls, such corporationits Subsidiaries’ aggregate worldwide annual gross turnover;. (iii) This Section 7(cthe Subsidiaries of the Seller engaged in the private equity business from acquiring, or holding any shares or voting rights in, any Person which, directly or indirectly, carries on such Relevant Business; (iv) does notthe Seller from evaluating, negotiating or entering into a transaction with any Person regarding a public tender offer by such Person for shares in the Seller or regarding a combination of the Seller or any wayof its Subsidiaries with, restrict or impede an acquisition of any Subsidiary of the Optionee Seller by, such Person; (v) the Subsidiaries of the Seller from exercising protected rights offering or selling insurance, reinsurance, life, annuity, pension or health business products offered to the extent that clients of such rights canSubsidiaries in the normal course of their banking, asset management or investment banking businesses; or (vi) the Subsidiaries of the Seller from developing, offering or selling investment, asset management or investment banking products or services of any nature to the clients of such Subsidiaries in the normal course of their banking, asset management or investment banking businesses, irrespective of whether or not be waived by agreement or from complying with any applicable law or regulation or a valid order of a court of competent jurisdiction or an authorized government agency, provided that such compliance does not exceed that required by the law, regulationproducts qualify, or ordermay be deemed to qualify, as insurance or reinsurance products or related products; or (vii) the Subsidiaries of the Seller from pursuing any insurance business activities of the nature currently pursued by such Subsidiaries. (b) Solely for the purpose of this Section 10.13, "Subsidiary" or "Subsidiaries" shall mean any Person that is, and for as long as such Person is, under Control of another Person. If used in respect of the Seller, the term "Subsidiary" or "Subsidiaries" shall not include the Company or any Winterthur Subsidiary.

Non-Competition. Because of the Employer Group’s legitimate business interest as described in this Agreement and the good and valuable consideration offered (a) Subject to the Optionee, the receipt and sufficiency of which is acknowledged, during the term of Optionee’s employment and for the one year beginning on the last day of the Optionee’s employment with the Company, whether terminated for any reason or no reason, by the Optionee or the Company, (the “Restricted Period”), the Optionee agrees and covenants not to engage in Prohibited Activity (as defined below) within the United States, or the geographical regions for which the Optionee provides services during the course of employment, whichever is larger. (i) For purposes provisions of this non-compete clauseSection 8.09, “Prohibited Activity” is activity in which Pfizer agrees that for a period of two (2) years from and after the Optionee contributes the Optionee’s knowledgeClosing Date, Pfizer shall not, and it shall cause its Subsidiaries not to, compete, directly or indirectly, in whole or in partany material respect with the Business as conducted as of the Closing Date (“Competitive Activity”); provided, as an associatehowever, employer, owner, operator, manager, advisor, consultant, contractor, agent, partner, director, stockholder, officer, volunteer, intern, that it shall not be deemed to be a violation of this Section 8.09(a) for Pfizer or any other similar capacity of its Subsidiaries: (i) to an entity engaged engage directly or indirectly in the same research, manufacture or similar business as the Employer Group, including those engaged in the business sale of manufacturing and distribution of doors, windows, trim, and other building supplies manufactured or distributed by the Employer Group. Prohibited Activity also includes activity that may require or inevitably require disclosure of trade secrets, proprietary information, or Confidential Information. any products listed on Schedule 8.09; (ii) Nothing herein shall prohibit to engage, directly or indirectly, in the Optionee from purchasing research, manufacture or owning less than five percent (5%) of the publicly traded securities sale of any corporationhuman pharmaceutical, provided that such ownership represents a passive investment and that human consumer healthcare, animal pharmaceutical or animal healthcare product or any medical device for the Optionee is not a controlling person of, delivery of human or a member of a group that controls, such corporation. animal pharmaceutical products; (iii) This Section 7(cto invest in or own any debt securities or other debt obligations; (iv) does not, to invest in any waythird Person (including any corporation or mutual or other fund) which invests in, restrict manages or impede operates a Competitive Activity, so long as Pfizer’s and its Subsidiaries’ aggregate investment is less than 10% of the Optionee from exercising protected rights outstanding ownership interest in such third Person and Pfizer and its Subsidiaries do not control such third Person or conduct the Competitive Activity; (v) to invest in, own an interest in, or acquire all or a majority of the stock or assets of any Person which is not engaged primarily in a Competitive Activity; (vi) to invest in securities having less than 10% of the outstanding voting power of any Person, the securities of which are publicly traded or listed on any securities exchange or automated quotation system; (vii) to invest in any Person after the Closing Date to the extent that Pfizer or a Subsidiary had, directly or indirectly, acquired, or had a right to acquire, such rights interest prior to the date of this Agreement, provided, however, that such investments shall be limited to having less than 5% ownership interest in such Persons; or (viii) to own any equity interests through any employee benefit plan or pension plan. For purposes of this Section 8.09, “engaged primarily in a Competitive Activity” shall mean that greater than 20% of the aggregate net revenue derived during the last complete fiscal year of such Person (calculated on a consolidated basis) is derived from the Competitive Activity. Each investment or acquisition made by Pfizer or its Subsidiaries which is subject to the provisions of this Section 8.09 must be permissible hereunder at the time of such investment; provided, however, that any such investment which was permissible when made cannot thereafter be waived by agreement or from complying with any applicable law or regulation or a valid order the basis of a court claim of competent jurisdiction violation of this Section 8.09. (b) For a period of two (2) years from and after the Closing Date, Pfizer shall not, and it shall cause its Subsidiaries not to, directly or an authorized government agencyindirectly, provided induce or attempt to induce any officers, Employees, representatives or agents of Purchaser or any of its Affiliates engaged solely in the Business to leave the employ of Purchaser or any such Affiliate for employment with Pfizer or its Subsidiaries, or violate the terms of their Contracts, or any employment arrangements, with Purchaser or any such Affiliate; provided, however, that such compliance does not exceed that required nothing in this Section 8.09(b) shall restrict or preclude Pfizer or any of its Subsidiaries from making generalized searches for employees by the lawuse of advertisements in the media (including trade media) or by engaging search firms to engage in searches that are not targeted or focused on the Employees employed by the Business. (c) Notwithstanding anything to the contrary in Section 8.09(a), regulationPfizer and its Subsidiaries shall not be deemed to have violated the restrictions contained in Section 8.09(a) in the event that Pfizer or any of its Subsidiaries acquires (by purchase of stock or assets, merger or orderotherwise) or invests in any Person engaged primarily in a Competitive Activity; provided, however, that Pfizer or such Subsidiary thereafter divests a portion of such Competitive Activity within 18 months from the date of purchase of such Person or assets so as to be in compliance with Section 8.09(a). (d) Prior to the Closing, except as otherwise agreed in writing, neither Purchaser nor any of its Affiliates will offer or provide employment on a full-time or part-time or consulting basis to any individual employed by Pfizer or any of its Affiliates; provided, however, that nothing in this Section 8.09(d) shall restrict or preclude Purchaser or any of its Affiliates from employing personnel of Pfizer or any of its Affiliates who respond to a general solicitation of employment at their own initiative or who contact Purchaser for employment on their own initiative without any solicitation (other than a general solicitation) on the part of Purchaser. (e) Pfizer and Purchaser acknowledge and agree that this Section 8.09 constitutes an independent covenant and shall not be affected by performance or nonperformance of any other provision of this Agreement. Each of Pfizer and Purchaser has independently consulted with its counsel and after such consultation agrees that the covenants set forth in this Section 8.09 are reasonable and proper. It is the desire and intent of the parties that the provisions of this Section 8.09 shall be enforced to the fullest extent permitted under applicable Law. If all or part of this Section 8.09 is held invalid, illegal or incapable of being enforced by any Law or public policy, all other terms and provisions of this Agreement shall nevertheless remain in full force and effect. If any part of this Section 8.09 is held to be excessively broad as to duration, scope, activity or subject, such part will be construed by limiting and reducing it so as to be enforceable to the maximum extent compatible with applicable Law.

Non-Competition. Because In light of the Employer GroupSeller Principal’s legitimate ownership interest in the Sellers’ Business, his key position with the Sellers, his contributions in the past to the growth and development of the Sellers’ Business, his confidential and proprietary information relating to the business interest as described in this Agreement and operations of the Sellers, and the good significant financial benefit that each will derive from the sale of the Business, including the sale of substantially all of the Sellers’ assets and valuable consideration offered the goodwill value of the Sellers’ Business to Buyer, and in order to preserve for Buyer the Optioneegoodwill, proprietary rights and value of the receipt Sellers’ Business, and sufficiency to protect Buyer’s investment in the Acquired Assets, including the Confidential Information of which is acknowledgedthe Sellers, each Restricted Seller hereby covenants and agrees that during the term of Optionee’s employment and for the one year beginning period commencing on the last day Closing Date and ending on the later of (i) the Optioneedate that is five (5) years after the Closing Date, or (ii) the date that is two (2) years after the termination date of Restricted Seller’s employment with Buyer or its successors (and provided that Buyer or any person or entity deriving title from Buyer to the CompanyBusiness conducts a like Business in the Specified Geographic Area) (hereinafter, whether terminated for any reason or no reason, by the Optionee or the Company, (the “Restricted Period”), the Optionee agrees and covenants not to engage in Prohibited Activity Restricted Seller (as defined belowincluding any Affiliate) within the United States, or the geographical regions for which the Optionee provides services during the course of employment, whichever is larger. (i) For purposes of this non-compete clause, “Prohibited Activity” is activity in which the Optionee contributes the Optionee’s knowledgeshall not, directly or indirectly, in whole except for on behalf of Buyer or in partwith the prior written approval of Buyer: (a) engage in, operate, control, carry on, manage, direct or otherwise conduct a Competitive Business within the Specified Geographic Area during the Restricted Period; or (b) work for, be employed by, accept employment with, serve as an associateagent for, employeragree to provide advisory services to, consult with or otherwise assist any Person, entity or organization that engages in a Competitive Business within the Specified Geographic Area during the Restricted Period; or (c) own, finance, lend to, have an economic interest in, or become associated as a partner, owner, operator, manager, advisor, consultant, contractor, agent, partner, director, stockholder, officer, volunteer, internmember, or any other similar capacity to an entity engaged in the same or similar business as the Employer Group, including those engaged in the business of manufacturing and distribution of doors, windows, trim, and other building supplies manufactured or distributed by the Employer Group. Prohibited Activity also includes activity that may require or inevitably require disclosure of trade secrets, proprietary informationjoint venturer, or Confidential Information. otherwise have a business relationship with, any Person, entity or organization (iiother than Buyer) Nothing herein engaged in, or about to become engaged in, a Competitive Business within the Specified Geographic Area during the Restricted Period, provided, however, that nothing in this Section 5.2(c) shall prohibit the Optionee Restricted Seller from purchasing holding, directly or owning less than five indirectly, up to two percent (52%) of the publicly traded any securities of any corporationan entity that is quoted on a national securities exchange or inter-dealer quotation system; or (d) plan, provided that such ownership represents a passive investment and that the Optionee is not a controlling person ofdevelop, market, or make any preparations to provide assistance to any Competitive Business or to form a member of Competitive Business, including but not limited to any research or development efforts aimed at ultimately benefiting a group that controlsCompetitive Business, such corporationwithin the Specified Geographic Area during the Restricted Period. (iii) This Section 7(c) does not, in any way, restrict or impede the Optionee from exercising protected rights to the extent that such rights cannot be waived by agreement or from complying with any applicable law or regulation or a valid order of a court of competent jurisdiction or an authorized government agency, provided that such compliance does not exceed that required by the law, regulation, or order.

Non-Competition. Because (a) For a period of four years after the Employer Group’s legitimate business interest as described in this Agreement and the good and valuable consideration offered to the Optionee, the receipt and sufficiency of which is acknowledged, during the term of Optionee’s employment and for the one year beginning on the last day of the Optionee’s employment with the Company, whether terminated for any reason or no reason, by the Optionee or the Company, Closing (the “"Restricted Period”"), the Optionee agrees Parent shall not, and covenants will cause its Affiliates not to engage in Prohibited Activity (as defined below) within the United Statesto, or the geographical regions for which the Optionee provides services during the course of employment, whichever is larger. (i) For purposes of this non-compete clause, “Prohibited Activity” is activity in which the Optionee contributes the Optionee’s knowledgeengage, directly or indirectly, in whole any business anywhere in North America or Europe (the "Territory") that provides integrated contract pharmaceutical packaging services for clinical trials (the "Competing Service"); provided the foregoing shall not prohibit the Parent and its Affiliates from (i) acquiring, directly or indirectly, securities listed on any national securities exchange or traded actively in partthe national over-the-counter market of any Person that provides the Competing Service in the Territory, provided that the Parent does, and the Parent causes its Affiliates to, not, in the aggregate, own more than five percent of the outstanding voting power or common stock of such Person; (ii) acquiring a company (the "Diversified Company") or a business having not more than 20% of its gross revenues attributable to providing the Competing Service as of the Closing Date provided that the Parent and its Affiliates do not provide the Competing Service other than through the Diversified Company; and (iii) using sub-contractors that are not Affiliates of the Parent to provide the Competing Service, provided that (A) the provision of the Competing Service is incidental to the supply of the products or services of the Parent or its Affiliates to the customers of the Parent or its Affiliates, and (B) unless such customers shall have specifically identified a third party as the provider of the Competing Service, the Parent shall, and shall cause its Affiliates to, use their reasonable efforts in good faith (x) to offer the Purchasers the opportunity to bid on the sub-contract for such Competing Service and (y) to make the Purchasers aware of the opportunity, and to bid on the contract, to provide the Competing Service directly to the customers of the Parent or its Affiliates if the Sellers make any other third party provider of the Competing Service aware of such opportunity. Notwithstanding any of the foregoing, this Section 5.05 shall not prohibit any Person (or an Affiliate of such Person) that Acquires the Parent from providing the Competing Service, provided that no such Person (or any Affiliate of such Person) may provide the Competing Service through the Parent or its subsidiaries. (b) From the Closing Date until the second anniversary thereof, neither the Parent nor any of their subsidiaries shall, without the prior written consent of the Purchaser, directly or indirectly, have or engage, or directly or indirectly solicit for employment or other services, whether as an associateemployee, employerofficer, owner, operator, manager, advisor, consultant, contractordirector, agent, partnerconsultant or independent contractor, director, stockholder, officer, volunteer, intern, any Transferred Employee; provided that this Section 5.05 shall not prevent the Parent or their subsidiaries from (i) soliciting employment pursuant to a general advertisement or (ii) employing any other similar capacity to an entity engaged in Transferred Employee who contacts the same Parent or similar business as the Employer Group, including those engaged in the business of manufacturing and distribution of doors, windows, trim, and other building supplies manufactured their subsidiaries on his or distributed her own initiative without any direct or indirect solicitation by or encouragement by the Employer Group. Prohibited Activity also includes activity that may require Parent or inevitably require disclosure of trade secrets, proprietary information, or Confidential Informationtheir subsidiaries other than any solicitation pursuant to a general advertisement. (iic) Nothing herein The Purchaser agrees to pay $10 million (the "Non-Competition Purchase Price") to the Parent in exchange for the covenant not to compete set forth in this Section 5.05, of which 60 percent is allocated to United States sources and 40 percent is allocated to non-U.S. sources. For Tax purposes, the Parent and the Purchasers agree to report the Non-Competition Purchase Price in a manner consistent with this Section 5.05 and in accordance with the allocation in this Section 5.05(c), and that neither the Purchasers nor the Sellers shall prohibit take any position inconsistent therewith in any Tax Return and, unless otherwise required by the Optionee from purchasing or owning less than five percent (5%) of the publicly traded securities final determination of any corporationAction by a Tax authority, provided that such ownership represents a passive investment and that the Optionee is not a controlling person ofin any refund claim, in any litigation, or a member of a group that controls, such corporationotherwise. (iiid) This Section 7(c) does notThe Parent agrees that any employment agreement entered into between the Purchaser or its Affiliates and ▇▇▇▇▇ ▇▇▇▇▇ or ▇▇▇▇▇▇▇ ▇▇▇▇▇ in connection with the transactions contemplated hereby, shall not be a violation of any non-competition agreements between such individuals and the Parent or its Affiliates, and the Parent agrees that it will not take any enforcement action against such individuals for the breach of any such non-competition agreements in respect of any way, restrict or impede the Optionee from exercising protected rights services they provide to the extent that Purchaser or its Affiliates after the Closing. Any and all employment obligations (other than any non-competition agreements, except as otherwise set forth in this Section 5.05(d)) of ▇▇▇▇▇ ▇▇▇▇▇ and ▇▇▇▇▇▇▇ ▇▇▇▇▇ to the Parent and its Affiliates shall be deemed terminated as of the Closing and such rights cantermination shall not be waived by agreement or from complying with constitute a breach of any applicable law or regulation or a valid order of a court of competent jurisdiction or an authorized government agency, provided that such compliance does not exceed that required by the law, regulation, or orderobligations.

Non-Competition. Because Without limiting or restricting any Principal Stockholder's non-competition or non-solicitation obligations under any other agreement between such Principal Stockholder and StatusOne or American Healthways, or any affiliate of the Employer Group’s legitimate business interest as described in this Agreement and the good and valuable consideration offered to the Optionee, the receipt and sufficiency of which is acknowledgedAmerican Healthways, during the term four (4) year period immediately following the Closing, which period shall automatically be extended by a period of Optionee’s employment and for the one year beginning on the last day time equal to any period in which any of the Optionee’s employment with the Company, whether terminated for Principal Stockholders and/or any reason or no reason, by the Optionee or the Company, (the “Restricted Period”), the Optionee agrees and covenants not to engage in Prohibited Activity of their Affiliates (as defined below) within is in breach of any obligations under this Section 8.1 (including any such extension, the United States"Restricted Period"), each of the Principal Stockholders and each Principal Stockholder's spouse, parents and any other relative of such Principal Stockholder who resides at the principal residence of such Principal Stockholder, or the geographical regions for which the Optionee provides services during the course of employment, whichever is larger. (i) For purposes of this non-compete clause, “Prohibited Activity” is activity in which the Optionee contributes the Optionee’s knowledge, any other person or entity that directly or indirectly, in whole is controlled by or in partis under common control with such Principal Stockholder (each, an "Affiliate") shall not engage, directly or indirectly (except as an associate, employer, owner, operator, manager, advisor, consultant, contractor, agent, partnera stockholder, director, stockholder, officer, volunteerand/or employee of American Healthways), internas a proprietor, or any other similar capacity to an entity engaged in the same or similar business equity holder, investor (except as the Employer Group, including those engaged in the business of manufacturing and distribution of doors, windows, trim, and other building supplies manufactured or distributed by the Employer Group. Prohibited Activity also includes activity that may require or inevitably require disclosure of trade secrets, proprietary information, or Confidential Information. (ii) Nothing herein shall prohibit the Optionee from purchasing or owning less a passive investor holding not more than five percent (5%) of the outstanding capital stock of a publicly traded securities company), lender, partner, director, officer, employee, consultant, or representative, or in any other capacity, in any business which is competitive with American Healthways' business of any corporationproviding disease management and care enhancement services to hospitals, health plans and employers anywhere in the United States of America and such international countries which American Healthways is doing business or contemplating doing business (the "Restricted Area") (each of American Healthways and the Principal Stockholders hereby acknowledging that American Healthways and its Affiliates are currently doing business or contemplating doing business throughout the Restricted Area), provided that such ownership represents a passive investment and that the Optionee provision of legal or accounting professional services by any natural person who is not a controlling person of, or a member an Affiliate of a group Principal Stockholder to any such business shall not by itself constitute a breach by such Principal Stockholder or the applicable Affiliate of this Section 8.1; provided, however, that controls, such corporation. (iii) This Section 7(c) does not, in any way, restrict or impede the Optionee from exercising protected rights reference to the extent that "contemplated" business of American Healthways or its subsidiaries shall be limited to those countries in which American Healthways or its subsidiaries are actively considering conducting business and of which such rights cannot be waived by agreement or from complying with any applicable law or regulation or a valid order of a court of competent jurisdiction or an authorized government agency, provided that such compliance does not exceed that required by the law, regulation, or orderPrincipal Stockholder is aware.

Non-Competition. Because of the Employer Group’s legitimate business interest as described in (a) Seller acknowledges that Purchaser is entering into this Agreement and assuming the good and valuable consideration offered to the Optionee, the receipt and sufficiency obligations hereunder in contemplation of which is acknowledged, during the term of Optionee’s employment and for the one year beginning on the last day undertaking substantial further development of the Optionee’s employment with the CompanyAssets, whether terminated for any reason or no reasonwhich development is intended to permit Purchaser to satisfy such assumed obligations. As a material inducement to Purchaser to enter into this Agreement, by the Optionee or the Companyfrom and after Closing, Seller shall not, and shall ensure and cause each affiliate of Seller (the each, a “Restricted PeriodPerson”), the Optionee agrees and covenants ) not to engage in Prohibited Activity (as defined below) within the United States, or the geographical regions for which the Optionee provides services during the course of employment, whichever is larger. (i) For purposes of this non-compete clause, “Prohibited Activity” is activity in which the Optionee contributes the Optionee’s knowledgeto, directly or indirectly, acquire in whole any capacity during the period from and after the Closing Date and ending on the date that is three (3) years after the Closing Date (the “Non-Compete Period”), any interest in any Restricted Opportunity, whether alone or as a partner, joint venturer or equity interest holder of any Person acquiring such interest. Without limiting Purchaser’s other rights, in partthe event any Restricted Person acquires any Restricted Opportunity during the Non-Compete Period, Seller shall, or, as an associateapplicable, employerSeller shall cause such Restricted Person to, owner(i) promptly (but in no event later than ten (10) days after the acquisition of such Restricted Opportunity) notify Purchaser of such acquisition, operatorwhich notice shall include all terms of such Restricted Opportunity and any and all information (including title and land files) in Seller’s and such Restricted Person’s possession regarding such Restricted Opportunity, manager(ii) Purchaser shall have the right, advisorbut not the obligation, consultant, contractor, agent, partner, director, stockholder, officer, volunteer, intern, to elect in writing within ten (10) days after receipt of Seller’s notice to acquire all or any other similar capacity portion of such Restricted Opportunity for a purchase price equal to one dollar ($1.00) for each net mineral acre included in such Restricted Opportunity and (iii) if Purchaser elects to exercise such right, (A) Seller shall assign such Restricted Opportunity to Purchaser or its designee free and clear of any burdens or encumbrances by, through or under Seller and its affiliates pursuant to an entity engaged assignment and conveyance form reasonably acceptable to Purchaser, containing a special warranty of title by, through and under Seller and its affiliates and (B) Purchaser shall pay the applicable Restricted Person a purchase price equal to one dollar ($1.00) for each net mineral acre included in the same such Restricted Opportunity assigned to Purchaser or similar business as the Employer Group, including those engaged in the business of manufacturing and distribution of doors, windows, trim, and other building supplies manufactured or distributed by the Employer Group. Prohibited Activity also includes activity that may require or inevitably require disclosure of trade secrets, proprietary information, or Confidential Informationits designee. (iib) Nothing herein shall prohibit the Optionee from purchasing or owning less than five percent (5%) of the publicly traded securities of any corporation, provided that such ownership represents a passive investment and that the Optionee is not a controlling person of, or a member of a group that controls, such corporation. (iii) This Section 7(c) does not, in any way, restrict or impede the Optionee from exercising protected rights to the extent that such rights cannot be waived by agreement or from complying with any applicable law or regulation or a valid order of a court of competent jurisdiction or an authorized government agency, provided that such compliance does not exceed that required by the law, regulation, or order.As used herein:

Non-Competition. Because of (a) For a period commencing on the Employer Group’s legitimate business interest Closing Date and terminating on the third anniversary thereof (the "PERIOD"), as described in an inducement to Buyer to execute this Agreement and complete the good transactions contemplated hereby, and valuable consideration offered in order to preserve the Optionee, the receipt and sufficiency of which is acknowledged, during the term of Optionee’s employment and for the one year beginning on the last day of the Optionee’s employment goodwill associated with the Company, Seller will not (1) engage in, continue in, participate in or have any interest in any sole proprietorship, partnership, corporation or business that is engaged primarily or in any material respect in the business of the manufacture, sale or distribution of pressure sensitive and water activated tape and industrial electrical tape serving either the retail or industrial end markets (the "PROHIBITED BUSINESS") in North America (the "TERRITORY"), (2) consult with, advise or assist in any way, whether terminated or not for consideration, any corporation, partnership, firm or other business organization which is now or becomes a competitor of Buyer in any aspect with respect to the Prohibited Business, including, but not limited to, with respect to the Prohibited Business, advertising or otherwise endorsing the products of any such competitor, soliciting customers or otherwise serving as an intermediary for any reason such competition or no reasonengaging in any form of business transaction on other than an arms'-length basis with any such competitor; or (3) unless Buyer has terminated such employee, by the Optionee or solicit for employment any employee of the Company, (without the “Restricted Period”)prior consent of Buyer; PROVIDED, the Optionee agrees and covenants not HOWEVER, that nothing herein shall be deemed to engage in Prohibited Activity (as defined below) within the United States, or the geographical regions for which the Optionee provides services during the course of employment, whichever is larger. prevent (i) For purposes Seller from acquiring through market purchases and owning, solely as an investment, less than five percent of the equity securities of any class of any issuer whose shares are registered under Section 12(b) or 12(g) of the Exchange Act, and are listed or admitted for trading on any United States national securities exchange or are quoted on the Nasdaq National Market, or any similar system of automated dissemination of quotations of securities prices in common use, so long as Seller is not a member of any "control group" (within the meaning of the rules and regulations of the United States Securities and Exchange Commission) of any such issuer, (ii) any offer by Seller to employ a person in the Prohibited Business (except as set forth in this non-compete clauseSection); or (iii) Seller from being acquired by a person engaged in any business in competition with the Prohibited Business of the Company. The parties agree that Buyer may sell, “Prohibited Activity” is activity in which the Optionee contributes the Optionee’s knowledge, directly assign or indirectlyotherwise transfer this covenant not to compete, in whole or in part, as an associateto any person, employercorporation, ownerfirm or entity that may hereafter own the Company Shares or succeeds to the business. The parties further agree that the geographic scope of this covenant not to compete shall extend to any city, operator, manager, advisor, consultant, contractor, agent, partner, director, stockholder, officer, volunteer, intern, county or other political subdivision of any other similar capacity to an entity engaged country in the same Territory, each of which is deemed to be separately named herein. Recognizing the specialized nature of the business transferred to Buyer and the scope of competition, the Company and Seller each acknowledge the geographic scope of this covenant not to compete to be reasonable. The parties intend that the covenant contained in this Section shall be construed as a series of separate covenants, one for each city, county or similar business as the Employer Group, including those engaged political subdivision of each country in the business Territory, each of manufacturing which is deemed to be separately named herein, each for a series of one-year periods within the Period. Except for geographic coverage and distribution periods of doorseffectiveness, windows, trim, and other building supplies manufactured or distributed by the Employer Groupeach such separate covenant shall be identical in terms. Prohibited Activity also includes activity that may require or inevitably require disclosure of trade secrets, proprietary information, or Confidential Information. (ii) Nothing herein If in any judicial proceeding a court shall prohibit the Optionee from purchasing or owning less than five percent (5%) refuse to enforce any of the publicly traded securities separate covenants deemed included in this Section, then such unenforceable covenant shall be deemed eliminated for the purpose of any corporation, provided that such ownership represents a passive investment and that the Optionee is not a controlling person of, or a member of a group that controls, such corporation. (iii) This Section 7(c) does not, in any way, restrict or impede the Optionee from exercising protected rights proceeding to the extent that such rights cannot necessary to permit the remaining separate covenants to be waived by agreement or from complying with any applicable law or regulation or a valid order of enforced. In the event a court of competent jurisdiction determines that the provisions of this covenant not to compete are excessively broad as to duration, geographic scope or an authorized government agencyactivity, provided it is expressly agreed that this covenant not to compete shall be construed so that the remaining provisions shall not be affected, but shall remain in full force and effect, and any such compliance does over broad provisions shall be deemed, without further action on the part of any person, to be modified, amended and/or limited, but only to the extent necessary to render the same valid and enforceable in such jurisdiction. (b) Seller and the Company each agree with Buyer that the provisions and restrictions contained in this Section are necessary to protect the legitimate continuing interests of Buyer in acquiring the Company, and that any violation or breach of these provisions will result in irreparable injury to Buyer for which a remedy at law would be inadequate. Seller and the Company each agree with Buyer that in the event of a violation or breach and regardless of any other provision contained in this Agreement, Buyer shall be entitled to injunctive and other equitable relief, including without limitation specific performance, as a court may grant after considering the intent of this Section, and Buyer shall not exceed that required by the law, regulation, be entitled to any other form of relief from such violation or orderbreach.

Non-Competition. Because Except as set forth in Schedule 4.17 to the Disclosure Schedule, without the prior written consent of the Employer Group’s legitimate business interest as described Purchaser, neither the Seller nor any of its subsidiaries shall, except in this Agreement and the good and valuable consideration offered to the Optionee, the receipt and sufficiency case of which is acknowledged, during the term of Optionee’s employment and for the one year beginning on the last day of the Optionee’s employment with the Company, whether terminated for any reason or no reason, by the Optionee or the Company, (the “Restricted Period”), the Optionee agrees and covenants not to engage in Prohibited Activity a Permitted Investment (as defined below) within the United States, or the geographical regions for which the Optionee provides services during the course of employment, whichever is larger. (i) For purposes of this non-compete clause, “Prohibited Activity” is activity in which the Optionee contributes the Optionee’s knowledgehereinafter defined), directly or indirectly, engage in whole or participate in part, as an associate, employer, owner, operator, manager, advisor, consultant, contractor, agent, (or become a partner, director, stockholder, officer, volunteer, intern, co-venturer or shareholder in or otherwise participate in the management or operation of any venture or enterprise of any kind that engages in) (i) the business of providing pharmacy benefit management services as the Company conducts such business as of the Closing Date for a period of five years following the Closing Date or (ii) the business of providing mail order pharmacy services as the Company conducts such business as of the Closing Date for a period of three years following the Closing Date (the "Restricted Business"); provided that the Seller or any other similar capacity of its subsidiaries may, directly or indirectly, (x) own in the aggregate up to an 5% of any outstanding class of equity securities of any entity engaged in the same Restricted Business or similar business as any portion thereof, the Employer Groupequity securities of which are traded on a national or regional stock exchange, including those or in the national over-the-counter market, or (y) own or acquire ownership of any entity engaged in the Restricted Business or portion thereof, provided that the Seller divests itself of the portion of such business engaged in the Restricted Business within one year following the time of manufacturing and distribution such acquisition. In the event the Seller must divest itself of doors, windows, trim, and other building supplies manufactured or distributed by the Employer Group. Prohibited Activity also includes activity that may require or inevitably require disclosure of trade secrets, proprietary information, or Confidential Information. a Restricted Business pursuant to clause (ii) Nothing herein shall prohibit the Optionee from purchasing or owning less than five percent (5%y) of the publicly traded securities immediately preceding sentence, the Seller shall, prior to offering such Restricted Business to any other party, offer the Purchaser the right to purchase such Restricted Business, and negotiate in good faith with the Purchaser for not less than 30 days with respect to the purchase of such Restricted Business. As used herein, a "Permitted Investment" shall mean (a) the Seller's merger or combination with or acquisition of a person (or all or any corporationportion of its equity interests) or business (the "Acquired Business") engaged in the Restricted Business, provided if that portion of the Acquired Business engaged in the Restricted Business generated less than $10 million in net income or accounted for less than 10% of the net income, revenues or assets of the Acquired Business during the most recently completed fiscal year preceding such ownership represents a passive investment and merger, combination or acquisition. If it is ever held that the Optionee restriction placed on any party to this Agreement by this Section 4.17 is too onerous and is not a controlling person ofnecessary for the protection of the other party or parties hereto, or a member of a group each party to this Agreement agrees that controls, such corporation. (iii) This Section 7(c) does not, in any way, restrict or impede the Optionee from exercising protected rights to the extent that such rights cannot be waived by agreement or from complying with any applicable law or regulation or a valid order of a court of competent jurisdiction may impose lesser restrictions which such court may consider to be necessary or an authorized government agency, provided that such compliance does not exceed that required by appropriate to properly protect the law, regulation, other party or orderparties hereto.

Non-Competition. Because of (a) Seller agrees that, for five (5) years after the Employer Group’s legitimate business interest as described in this Agreement and the good and valuable consideration offered to the OptioneeClosing Date, the receipt and sufficiency of which is acknowledged, during the term of Optionee’s employment and for the one year beginning on the last day of the Optionee’s employment with the Company, whether terminated for any reason or no reason, by the Optionee or the Company, (the “Restricted Period”), the Optionee agrees and covenants not to engage in Prohibited Activity (as defined below) within the United States, or the geographical regions for which the Optionee provides services during the course of employment, whichever is larger. (i) For purposes of this non-compete clause, “Prohibited Activity” is activity in which the Optionee contributes the Optionee’s knowledgeit will not, directly or indirectly, engage in whole any business or other endeavor of a kind being conducted by Seller and the Selling Subsidiaries as of and prior to the Closing Date through their ownership of OFS, the Business or the Purchased Assets, in partany area of the world; provided, as an associatehowever, employerthat neither Seller nor any Selling Subsidiary shall be prevented from: (i) maintaining and continuing in accordance with current and past practices the operations of Seller and any Selling Subsidiary that are not being sold hereunder; provided that such practices do not relate to the Business; (ii) continuing to own the shares of capital stock, owner, operator, manager, advisor, consultant, contractor, agent, partner, director, stockholder, officer, volunteer, intern, partnership or other equity interests in any Person owned by Seller or any Selling Subsidiary as of the date of this Agreement (subject to Section 8.5, other similar capacity to an entity than the Transferred Entities) and set forth on Schedule 5.14; (iii) acquiring shares of capital stock, partnership or other equity interests in any Person as investments of Seller's pension funds or funds of any other Benefit Plan of Seller whether or not such Person is engaged in the same or similar business as the Employer GroupBusiness; (iv) subject to Section 5.14(b), including those engaged acquiring ownership of or any equity interest in any Person, provided that (i) the annual revenues of such Person from any business that competes with the Business are not more than 25% of manufacturing such Person's total annual revenues and distribution of doors, windows, trim, and other building supplies manufactured or distributed by the Employer Group. Prohibited Activity also includes activity that may require or inevitably require disclosure of trade secrets, proprietary information, or Confidential Information. (ii) Nothing herein shall prohibit such equity investment is made by Seller's venture capital business group in the Optionee ordinary course of business and (x) represents less than 20% of the securities entitled to vote in the election of directors (or other managing authority) of such entity and (y) is not in excess of Ten Million Dollars ($10,000,000) in the aggregate; (v) selling or reselling fiber optic cable or optical fiber to satisfy its contractual obligation under a Retained Contract (without giving effect to any amendments, modifications or waivers made after the date hereof) and, in the case of an Accepted Retained Contract, only in accordance with the supply arrangement with Buyer to be entered into pursuant to Section 5.17(b); (vi) selling or reselling products (A) through incorporation into finished products other than those manufactured or sold by the Business, "turnkey" projects or Seller-installed systems or (B) to dispose of excess and obsolete inventory purchased from purchasing Buyer in accordance with the procedures established in the Supply Agreement; or (vii) performing any act or conducting any business contemplated by this Agreement. 63 (b) Notwithstanding anything to the contrary contained in Section 5.14(a), in the event that during the five (5) year non-competition period Seller completes a business combination transaction with a Person that is engaged in any business or other endeavor of a kind currently being conducted by Seller and the Selling Subsidiaries through their ownership of OFS, the Business or the Purchased Assets, which transaction results in the holders of voting securities of Seller outstanding immediately prior to the consummation of such transaction owning less than five percent (5%) 50% of the publicly traded voting power of the voting securities of Seller or the surviving entity in the transaction or any corporationparent thereof (any such entity, provided an "Acquiror") outstanding immediately after the consummation of such business combination transaction, nothing contained in this Section 5.14 shall prevent Acquiror or any of its Subsidiaries or Affiliates from competing with the Business or engaging in any other activity prohibited or restricted by Section 5.14(a). Notwithstanding anything to the contrary contained in this Section 5.14(b), nothing in this Section 5.14(b) shall affect any restrictions contained in the Intellectual Property Agreement. The parties hereto acknowledge and agree that such nothing contained in this Agreement shall be deemed to require Seller to give notice to or obtain the consent of Buyer in order to engage in any business combination transaction of the type described in the preceding sentence or otherwise. In the event that Seller acquires ownership represents a passive investment and of or any equity interest in any Person as described under Section 5.14(a)(iv) or in the event that the Optionee Seller is not a controlling person of, or a member part of a group that controlsbusiness combination transaction as described in this Section 5.14(b), such corporation. (iii) This Section 7(c) does not, Seller and the Acquiror will refrain from using or employing in any wayway any of Seller's names, restrict trade names, trademarks, service names, service marks, brands or impede any mark or name or reference associated with "Lucent," "Lucent Technol▇▇▇▇s," "Bell Labs," the Optionee from exercising protected rights to the extent that such rights cannot be waived by agreement Lucent Innovation Ring logo or from complying other similar mark i▇ ▇▇nnection with any applicable law business or regulation or a valid order other endeavor of a court kind cu▇▇▇▇tly being conducted by Seller or its Subsidiaries through their ownership of competent jurisdiction OFS, the Business or an authorized government agency, provided that such compliance does not exceed that required by the law, regulation, or orderPurchased Assets for two (2) years after the Closing Date.

Non-Competition. Because 12.1 For a period of two years following the Closing Date (the "RESTRICTED PERIOD") the Transferor may not (other than pursuant to the UK Underwriting Agency and Management Agreement (as defined in the Formation and Separation Agreement) between the parties):- (A) offer, issue, sell, refer or promote, directly or indirectly, any contracts, treaties or agreements of reinsurance of the Employer Group’s legitimate business interest same type as described in this Agreement and the good and valuable consideration offered Reinsurance Agreements or of the same type as those for which the Transferor has transferred Business Renewal Rights to the Optionee, Transferee provided that the receipt and sufficiency Transferee or members of which is acknowledgedthe Transferee's Group continue to provide, during the term Restricted Period, reinsurance coverage of Optionee’s such types to third parties; (B) employ, offer to employ or solicit with a view to employment any of the Key Employees (save that pending receipt of Authorisation, ▇▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ and ▇▇▇▇▇ ▇▇▇▇▇▇▇ will remain as directors of the Transferor and the foregoing will be made available by the Transferee to the Transferor to act in their capacities as approved persons of the Transferor for the one year beginning on the last day purposes of the Optionee’s employment Rule Book of the Financial Services Authority); or (C) use or disclose to any person other than the Transferee or members of the Transferee's Group, any Transferred Business Confidential Information except in connection with the Company, whether terminated for any reason or no reason, by administration of (i) the Optionee or the CompanyReinsurance Agreements, (ii) the “Restricted Period”), the Optionee agrees and covenants not to engage in Prohibited Activity Run-Off Business (as defined in sub-clause 12.2 (A)) or (iii) the Retained Business provided that the Transferor will disclose Transferred Business Confidential Information only in the ordinary course of business, consistent with past practice including in connection with resolving claims and the purchase of retrocessional coverage and provided, further, that the Transferor shall use reasonable endeavours to avoid providing Transferred Business Confidential Information to a competitor of the Transferee under circumstances reasonably likely to materially impair the value of the Business Renewal Rights; provided that, in the case of Transferred Business Confidential Information that relates to the Reinsurance Agreements, the Restricted Period shall be indefinite. 12.2 Notwithstanding any other provision of sub-clause 12.1 to the contrary, the Transferor is not prohibited from: (A) engaging in any line of business in which it is engaged immediately after the completion of the Public Offering and for which Business Renewal Rights were not transferred hereunder, including, without limitation, the administration of reinsurance contracts with inception dates prior to 1st January, 2002 (the "RUN-OFF BUSINESS") and the Reinsurance Agreements (but not including any renewals thereof), purchasing reinsurance for its own account, reinsurance business written through St. Paul's Discover Re operation and Lloyd's of London operation and property catastrophe facultative reinsurance business written by St. Paul's CATRisk Property division; (B) acquiring any person or, subject to the limitation in (C) below) within , any interest in any person engaged in any line of business except for an acquisition of an interest of more than 49% of any person that generated 50% or more of its gross revenues, excluding investment income and realised investment gains and losses, in its most recent financial year for which financial statements are available, by writing property or casualty reinsurance (a "PERMITTED ACQUIREE"), provided that any Permitted Acquiree may not use any marks, designs, logos, slogans, names, words or letters which include the United Stateswords "St. ▇▇▇▇", "USF&G" or "F&G" or those that are suggestive or, derivative thereof, or any logo or ▇▇▇▇ identified with "St. ▇▇▇▇", "USF&G" or "F&G" (except as may be required by law) in connection with its reinsurance business, if any, provided further, however, that the geographical regions for Transferor may acquire an interest of more than 49% of a person that is not a Permitted Acquiree if the Transferor promptly divests the property or casualty reinsurance operations of such person; or (C) soliciting, offering, issuing, selling, purchasing or referring any contracts of reinsurance of any type to, from or with any of its subsidiaries or engaging in any reinsurance activities in connection with the Run-Off Business (other than renewals thereof) or with finite business which the Optionee provides services during the course of employment, whichever is larger. either (i) For purposes of this non-compete clausecovered by a Quota Share Retrocession Agreement (as defined in the Formation and Separation Agreement), “Prohibited Activity” is activity in a UK Quota Share Retrocession Agreement or the Platinum UK Quota Share Retrocession Agreement, or (ii) which the Optionee contributes Transferee and members of the Optionee’s knowledgeTransferee's Group declines to reinsure. 12.3 During the Restricted Period the Transferor shall not sponsor or assist, directly or indirectly, in whole the sponsorship of a newly formed property or in part, casualty reinsurer for so long as an associate, employer, owner, operator, manager, advisor, consultant, contractor, agent, partner, director, stockholder, officer, volunteer, intern, St. ▇▇▇▇ continues to own 10% or any other similar capacity to an entity engaged in the same or similar business as the Employer Group, including those engaged in the business of manufacturing and distribution of doors, windows, trim, and other building supplies manufactured or distributed by the Employer Group. Prohibited Activity also includes activity that may require or inevitably require disclosure of trade secrets, proprietary information, or Confidential Information. (ii) Nothing herein shall prohibit the Optionee from purchasing or owning less than five percent (5%) more of the publicly traded securities outstanding common shares of any corporation, provided that such ownership represents a passive investment and that the Optionee is not a controlling person of, or a member of a group that controls, such corporationPlatinum Holdings. (iii) This Section 7(c) does not, in any way, restrict or impede the Optionee from exercising protected rights to the extent that such rights cannot be waived by agreement or from complying with any applicable law or regulation or a valid order of a court of competent jurisdiction or an authorized government agency, provided that such compliance does not exceed that required by the law, regulation, or order.

Non-Competition. Because of During the Employer Group’s legitimate business interest as described in this Agreement and the good and valuable consideration offered to the Optionee, the receipt and sufficiency of which is acknowledged, during the term of Optionee’s employment and for the one year period beginning on the last day of Closing Date and ending on the Optionee’s employment with date that is three years and six months after the Company, whether terminated for any reason or no reason, by the Optionee or the Company, Closing Date (the “Restricted Period”), Seller shall not, and shall cause its Subsidiaries (together with Seller, the Optionee agrees and covenants “Restricted Entities”) not to engage directly or indirectly issue or sell in Prohibited Activity (as defined below) any state or jurisdiction within the United States, any products or services of a type that comprises part of the geographical regions for which Business as of the Optionee provides services date hereof and that was underwritten, issued, sold, renewed or serviced as part of the Business during the course of employmenttwo years prior to the date hereof (the “Competing Businesses”); provided, whichever is larger.however, that this Section 5.11 shall not prohibit or in any way prevent or restrict: (i) For purposes of this non-compete clause, “Prohibited Activity” is activity in any Restricted Entity from operating any business other than the Business or from operating the Business from and after the time at which the Optionee contributes Business or any portion thereof is recaptured under any Coinsurance Agreement; (ii) any Restricted Entity from performing any act or conducting any business expressly required by this Agreement or any other Transaction Agreement; (iii) any Restricted Entity from entering into a reinsurance agreement or similar arrangement primarily reinsuring the Optionee’s knowledgeCompeting Business of a ceding company that is not a Restricted Entity, so long as none of the Restricted Entities engages in the issuing, underwriting, selling, distributing, marketing, delivering, cancelling or administering of such underlying reinsured business; (iv) any Restricted Entity from (A) making any investment or providing advisory services (or activities related thereto) in a fiduciary or agency capacity and carried out on behalf of clients or other third party beneficiaries in the ordinary course of business, or (B) making passive investments for general insurance accounts or investment management, proprietary investing or trading activities in the ordinary course of its businesses; provided that in no event shall the aggregate ownership interest held by Restricted Entities in any Person engaged in a Competing Business, whether directly or indirectly, in whole equal or in partexceed 10% of the aggregate voting power or issued and outstanding equity securities of such Person; (v) the ownership of, as an associate, employer, owner, operator, manager, advisor, consultant, contractor, agent, partner, director, stockholder, officer, volunteer, internany affiliation with, or the conduct of any other similar capacity to an entity engaged in activity with respect to, a Person that conducts, either directly or indirectly, a Competing Business (any such person, together with all of its Affiliates, a “Competing Person”) that is the same result of (A) the merger, consolidation, share exchange, sale or purchase of assets, scheme of arrangement or similar business as combination involving any Restricted Entity with any Competing Person or (B) the Employer Groupacquisition of any Competing Person or any interests in or securities of any Competing Person by any Restricted Entity, including those engaged if, in the business case of manufacturing and distribution either (A) or (B), at least 75% of doors, windows, trim, and other building supplies manufactured the total consolidated revenues of such Competing Person in the calendar year prior to such ownership or distributed by the Employer Group. Prohibited Activity also includes activity that may require or inevitably require disclosure of trade secrets, proprietary information, or Confidential Information.affiliation does not relate to a Competing Business; (iivi) Nothing herein shall prohibit any Restricted Entity from acquiring a Competing Person or 10% or more of the Optionee from purchasing voting power or owning less than five percent outstanding equity interests in any Competing Person that derived in excess of 20% (5but not in excess of 40%) of the publicly traded securities of any corporationits total consolidated revenues in its most recent fiscal year from activities that constitute Competing Business; provided, provided however, that such ownership represents Restricted Entity may proceed with such acquisition if such Restricted Entity divests, within 24 months of its acquisition, a passive investment and sufficient portion of such Competing Person such that the Optionee is total consolidated revenues from activities that constitute Competing Business that remain with any such Competing Person after such divestment over the last four full fiscal quarters prior to such acquisition are not a controlling greater than 20% of its consolidated revenues for such period and until such divestiture such Competing Business in not marketed under the “Assurant” brand name (other than through minor factual references to the owner of such Competing Business); or (vii) subject to the foregoing clause (vi), any Restricted Entity from foreclosing on collateral of or acquiring any of the outstanding capital stock or other interests in any person ofthat has outstanding indebtedness to any Restricted Entity, or a member of a group that controls, such corporation. (iii) This Section 7(c) does not, engaging in any way, restrict or impede the Optionee from exercising protected rights to the extent that such rights cannot be waived activities otherwise prohibited by agreement or from complying this Section 5.11 in connection with any applicable law such Person as a result of the acquisition of such capital stock or regulation or other interests in connection with a valid order of a court of competent jurisdiction or an authorized government agency, provided that such compliance does not exceed that required by the law, regulation, or orderdebt previously contracted.

Non-Competition. Because (a) In consideration of the Employer Group’s legitimate business interest as described in Purchase Price to be received under this Agreement and the good and valuable consideration offered Agreement, each Warrantor agrees that, with respect to the Optioneeclause (i), the receipt and sufficiency of which is acknowledged, during the term of Optionee’s employment and for the one year a period beginning on the last day Initial Closing Date and ending on the second (2nd) anniversary of the Optionee’s Initial Closing Date (the "Restrictive Covenant Period") or, with respect to clause (ii), for a period beginning on the Initial Closing Date and ending on the 180th calendar day following the Initial Closing Date (the "Non-Hire Restrictive Period"), such Warrantor shall not (and shall cause its Affiliates, but for the avoidance of doubt shall not include any third party purchaser of all or substantially all of the assets of TDC or the business of TDC, which purchaser shall be entitled to carry on any matter set forth in this Section 9.01), not to, directly or indirectly do any of the following: (i) engage in any aspect of the Business, or invest in, advise with regard to, own, manage, operate or control any Person engaged in any aspect of the Business, anywhere within Europe and/or UAE; provided, however, that the restrictions set forth in this Section 9.01(a)(i) will not apply (i) to any investment in or the beneficial ownership of less than ten percent (10%) of any class of equity securities of such Person registered pursuant to Section 12 of the Securities Exchange Act of 1934, as amended and/or other securities laws applicable to such Person, (ii) to any investment in or beneficial ownership of any fixed-income securities of such Person, (iii) to any investment in or beneficial ownership of any securities of such Person solely with respect to any hedging, monetization, swap or derivative transactions or (iv) to any passive investment in or beneficial ownership of any equity interest of any Person who comes within the categories set forth in Rule 501(a)(1) of Regulation D of the Securities Act of 1933, as amended or any Qualified Institutional Buyer (as such term is defined in Rule 144A of the Securities Act of 1933, as amended) that owns, invests in or controls such Person, with regard to (ii) or (iv) for investments for pension or retirement plans; or (ii) solicit or attempt to hire for employment any employee of either Company having corporate title of, or having responsibilities similar to, vice president or above with such Company following the Initial Closing; provided, however, that the term "solicit for employment" in this Section 9.01(a)(ii) shall not be deemed to include general solicitations of employment not specifically directed toward employees of Buyer (or any Affiliate thereof) or any discussions, offers or agreements regarding employment with the Company, whether terminated for any reason such employee having initiated contact with any Warrantor (or no reason, by the Optionee or the Company, (the “Restricted Period”), the Optionee agrees and covenants not any Affiliate thereof) in response to engage in Prohibited Activity (as defined below) within the United States, or the geographical regions for which the Optionee provides services during the course such general solicitations of employment, whichever is larger. (ib) For purposes of this non-compete clauseSection 9.01, “Prohibited Activity” is activity in which "Business" means the Optionee contributes the Optionee’s knowledgedesign, directly manufacture, storage, marketing, supply or indirectly, in whole or in part, as an associate, employer, owner, operator, manager, advisor, consultant, contractor, agent, partner, director, stockholder, officer, volunteer, intern, or any other similar capacity to an entity engaged in the same or similar business as the Employer Group, including those engaged in the business servicing of manufacturing original and distribution of doors, windows, trim, and other building supplies manufactured or distributed replacement by the Employer Group. Prohibited Activity also includes activity that may require or inevitably require disclosure Companies of trade secrets, proprietary information, or Confidential Information. (i) pleated filter bags used in commercial and industrial air filtration bag-house applications; (ii) Nothing herein shall prohibit the Optionee from purchasing air filter cartridges used in commercial or owning less than five percent (5%) of the publicly traded securities of any corporation, provided that such ownership represents a passive investment and that the Optionee is not a controlling person of, or a member of a group that controls, such corporation. industrial dust collection equipment; and/or (iii) This Section 7(c) does not, air filters for gas turbine air inlet applications (it being understood that "Business" shall not consists of any matter set forth in any way, restrict the lead-in clause of this paragraph as applies to non-pleated filter bags or impede the Optionee from exercising protected rights to the extent that such rights cannot be waived by agreement or from complying with any applicable law or regulation or a valid order of a court of competent jurisdiction or an authorized government agency, provided that such compliance does not exceed that required by the law, regulation, or ordersupport cages therefor).

Non-Competition. Because (a) The Sellers agree that for a period of four (4) years after the Closing Date (the "Restricted Period"), the Sellers will not, and the ---------- ------ Sellers will not permit any of their Subsidiaries to, engage directly or indirectly in competition with the Buyer or any of its Subsidiaries, whether individually or as a consultant, partner, investor, lender, owner or stockholder, in the engineering and construction business, consisting of the Employer Group’s legitimate provision of design, engineering, procurement, construction, construction management, architectural services, project management services and plant operation and maintenance services of the type provided by the RECI Companies in the conduct of the Purchased Business on or prior to the Closing Date (the "Restricted Business"). Notwithstanding the foregoing, nothing herein shall ---------- -------- prohibit the Sellers or any Subsidiary from: (i) owning, directly or indirectly, less than five per- cent (5%) of any class of securities listed on a national securities exchange or traded publicly in the over-the-counter market; (ii) directly or indirectly acquiring a business interest which engages in the Restricted Business if such business constitutes 25% or less (measured by total revenues for the most recent fiscal year, but excluding from the numerator any revenues generated by activities permitted under clause (viii) below) of a larger business so acquired by a Seller or such Subsidiary and the total revenues of that portion of the business so acquired that is engaged in the Restricted Business (measured by total revenues for the most recent fiscal year, but excluding revenues generated by activities permitted under clause (viii) below) is less than $50,000,000, provided that if such acquisition would result in the total consolidated revenues of the Sellers and their Subsidiaries derived from the Restricted Business exceeding $200,000,000 (measured by total revenues for the most recent ----------- fiscal year, but excluding any revenues generated by activities permitted under clause (viii) below) (with that portion of such newly acquired business engaged in the Restricted Business, excluding that portion engaged in activities permitted under clause (viii) below, referred to as described the "Incremental Restricted Business"), then the Seller ----------- ---------- -------- or such Subsidiary must place such Incremental Restricted Business for sale to one or more unaffiliated third parties promptly after its acquisition and use reasonable commercial efforts to complete such a sale within the Restricted Period; (iii) acquiring a business which engages in the Restricted Business if such business constitutes (A) more than 25% (measured by total revenues for the most recent fiscal year, but excluding from the numerator any revenues generated by activities permitted under clause (viii) below) of a larger business so acquired by a Seller or such Subsidiary or (B) less than 25% (measured by total revenues for the most recent fiscal year, but excluding from the numerator any revenues generated by activities permitted under clause (viii) below) of a larger business so acquired by a Seller or such Subsidiary but the portion of the business so acquired that is engaged in the Restricted Business (measured by total revenues for the most recent fiscal year, but excluding any revenues generated by activities permitted under clause (viii) below) is more than $50,000,000, provided that in either case the Seller or such Subsidiary places that portion of such business engaged in the Restricted Business (other than that portion engaged in activities permitted under clause (viii) below) for sale to one or more unaffiliated third parties promptly after its acquisition and uses reasonable commercial efforts to complete such a sale within the Restricted Period; (iv) selling products or services that do not themselves constitute a Restricted Business and are not uniquely and inherently related to the Restricted Business to any Person engaged in a Restricted Business; (v) completing performance of any obligations included in any contracts constituting part of the Excluded RECI Assets, performing its obligations under this Agreement and the good other Acquisition Agreements or otherwise taking actions in connection with the winding up of their ownership of the Purchased Business; (vi) entering into and valuable consideration offered performing a contract that includes the provision of services constituting part of the Restricted Business (the "Restricted Services"), if the Restricted Services are only ancillary to the Optioneeprimary purpose of the contract and the Restricted Services are subcontracted to or otherwise performed by a third party other than Raytheon or any Subsidiary of Raytheon; (vii) the performance by Raytheon or any of its Subsidiaries of any contract in existence as of the date of this Agreement or for which a bid has been submitted as of the date of this Agreement; (viii) engaging directly or indirectly, whether individually or as a consultant, partner, investor, lender, owner or stockholder, in any business activities currently conducted by Raytheon, Raytheon Technical Services Company (f/k/a "Raytheon Service Company"), or Raytheon's other Subsidiaries (other than the RECI Companies), including the development, use, licensing or sale of any Intellectual Property held by Raytheon or such other Subsidiary, or any similar, ancillary or related business activities, including the acquisition of or investment in or merger with other Persons engaged in activities permitted under this clause (viii), but excluding in every case any Core Business (as defined below). (b) For purposes of clause (viii) above, the receipt and sufficiency term "Core ---- Business" means the provision of which is acknowledged, during the term of Optionee’s employment and for the one year beginning on the last day of the Optionee’s employment with the Company, whether terminated for any reason or no reason, by the Optionee or the Company, (the “Restricted Period”), the Optionee agrees and covenants not to engage in Prohibited Activity Core Services (as defined below) within to: -------- producers of petroleum products and chemicals; utilities, independent power producers and other power producers, including producers of fossil power, hydroelectric power and nuclear power; the United Statespharmaceutical and biotechnology industries; the pulp and paper industry; the metals and mining industries; the food and beverage, or consumer products and general manufacturing industries; and infrastructure projects in the geographical regions for which the Optionee provides services during the course areas of employmentmass transit systems (other than airports), whichever is larger. (i) railroads, highways, bridges, tunnels, dams, marine ports and space vehicle launch sites and similar structures. For purposes of this non-compete clauseAgreement, “Prohibited Activity” is activity the term "Core Services" means architectural, design, engineering, procurement, ---- -------- construction management and other construction services, but excluding facilities maintenance and operation services and any of the foregoing services if they relate to activities not typically associated with an engineering and construction business, such as providing technical services (which may include engineering) in which the Optionee contributes the Optionee’s knowledge, directly or indirectly, in whole or in part, as an associate, employer, owner, operator, manager, advisor, consultant, contractor, agent, partner, director, stockholder, officer, volunteer, internform of seismic data analysis for a petroleum producer, or any other similar capacity to an entity engaged in the same or similar business as the Employer Group, including those engaged in the business of manufacturing and distribution of doors, windows, trim, and other building supplies manufactured or distributed by the Employer Group. Prohibited Activity also includes activity that may require or inevitably require disclosure of trade secrets, proprietary information, or Confidential Information. (ii) Nothing herein shall prohibit the Optionee from purchasing or owning less than five percent (5%) of the publicly traded securities of any corporation, provided that such ownership represents designing a passive investment and that the Optionee is not a controlling person of, or a member of a group that controlsproduct, such corporationas a photovoltaic cell, to be used by a power producer. (iii) This Section 7(c) does not, in any way, restrict or impede the Optionee from exercising protected rights to the extent that such rights cannot be waived by agreement or from complying with any applicable law or regulation or a valid order of a court of competent jurisdiction or an authorized government agency, provided that such compliance does not exceed that required by the law, regulation, or order.

Non-Competition. Because (a) For a period of the Employer Group’s legitimate business interest as described in this Agreement and the good and valuable consideration offered to the Optionee, the receipt and sufficiency of which is acknowledged, during the term of Optionee’s employment and for the one (1) year beginning on the last day of the Optionee’s employment with the Company, whether terminated for any reason or no reason, by the Optionee or the Company, (the “Restricted Period”), the Optionee agrees and covenants not to engage in Prohibited Activity (as defined below) within the United States, or the geographical regions for which the Optionee provides services during the course of employment, whichever is larger. following (i) For purposes the voluntary termination or non-renewal of this non-compete clauseAgreement by Executive, “Prohibited Activity” is activity in which other than pursuant to Section 5(c) or (ii) termination of this Agreement by the Optionee contributes the Optionee’s knowledgeCompany pursuant to Section 5(d), Executive shall not, directly or indirectly, in whole or in part, either as an associateemployee, employer, owner, operator, manager, advisor, employer consultant, contractor, agent, principal, partner, stockholder, corporate officer, director, stockholderor in any other individual or representative capacity, officer, volunteer, internengage or participate in (x) any wholesale distribution business that is in competition with the wholesale distribution business of the Company or any of its subsidiaries or affiliates as now conducted or in the future during the Initial Term or any Renewal Term conducted or planned, or (y) any other similar capacity to an entity engaged retail business that is in competition with any retail operations of the Company or its subsidiaries as now conducted or in the same future during the Initial Term or similar business as the Employer Group, including those engaged in the business of manufacturing any Renewal Term conducted or planned and distribution of doors, windows, trim, and other building supplies manufactured or distributed has a location within twenty- five (25) miles from a retail store now owned by the Employer Group. Prohibited Activity also includes activity Company or its subsidiaries or planned or acquired during the Initial Term or any Renewal Term, provided, -------- however, that may require or inevitably require disclosure Executive's ownership of trade secrets, proprietary information, or Confidential Information. (ii) Nothing herein shall prohibit the Optionee from purchasing or owning less not more than five percent (5%) of the ------- shares or other equity interest of any publicly traded securities corporation or other entity engaged in any such business shall not be deemed a breach of this covenant. For purposes hereof, "affiliate" means a company controlling, controlled by or under common control with the Company. (b) During the Initial Term and any corporationRenewal Term, provided Executive shall not divert, take away, interfere with or attempt to take away, interfere with or attempt to take away any present or future employee or customer of the company or Stow ▇▇▇▇▇ or any of their respective subsidiaries or affiliates. (c) In the event that the provisions of this Section 6 shall ever be deemed to exceed the time or geographic limitations or any other limitations permitted by applicable law, then such ownership represents a passive investment provision shall be deemed reformed to he maximum permitted by applicable law. Executive acknowledges and agrees that the foregoing covenant is an essential element of this Agreement and that, but for the agreement of Executive to comply with the covenant, the Company would not have entered into this Agreement, and that the Optionee is not a controlling person of, or a member remedy at law for any breach of a group that controls, such corporation. (iii) This Section 7(c) does notthe covenant will be inadequate and the Company, in addition to any wayother relief available to it, restrict or impede shall be entitled to temporary and permanent injunctive relief without the Optionee from exercising protected rights to the extent that such rights cannot be waived by agreement or from complying with any applicable law or regulation or a valid order necessity of a court of competent jurisdiction or an authorized government agency, provided that such compliance does not exceed that required by the law, regulation, or orderproving actual damage.

Non-Competition. Because (a) In partial consideration of the Employer Group’s legitimate business interest payment of the Purchase Price, as described set forth in this Agreement Section 2.04, the Sellers and the good and valuable consideration offered to Purchaser agree that, for a period of five (5) years after the OptioneeClosing (the "RESTRICTED PERIOD"), the receipt and sufficiency of which is acknowledged, during the term of Optionee’s employment and for the one year beginning on the last day none of the Optionee’s employment with the Company, whether terminated for any reason or no reason, by the Optionee Sellers or the Company, Subsidiaries (the “Restricted Period”), the Optionee agrees and covenants not to engage in Prohibited Activity (as defined belowother than Century CP) within the United States, or the geographical regions for which the Optionee provides services during the course of employment, whichever is larger. (i) For purposes of this non-compete clause, “Prohibited Activity” is activity in which the Optionee contributes the Optionee’s knowledgeshall acquire, directly or indirectly, in whole or in partany ownership, as an associate, employer, owner, operator, manager, advisor, consultant, contractor, agent, partner, director, stockholder, officer, volunteer, internequity, or similar interest (whether through a stock, asset or other type of transaction) in any other similar multipurpose aluminum rolling mill in North America having a production capacity to of at least 500,000,000 pounds per year that manufactures, produces or supplies heat-treated aluminum products or brazing products ("COVERED PRODUCTS"), provided that nothing herein shall restrict the Sellers from acquiring an entity engaged interest in the same a Person that manufactures, produces or similar business as the Employer Groupsupplies 50 51 Covered Products if such activities did not represent or account for more than 20% of such Person's revenues, including those engaged in the business of manufacturing and distribution of doors, windows, trim, and other building supplies manufactured assets or distributed by the Employer Group. Prohibited Activity also includes activity that may require or inevitably require disclosure of trade secrets, proprietary informationincome during, or Confidential Informationas of the end of, any of the three fiscal years preceding the proposed date of acquisition. (iib) Nothing herein shall prohibit As a separate and independent covenant, the Optionee from purchasing or owning less than Sellers agree with the Purchaser that, for a period of five percent (5%) years following the Closing, none of the publicly traded securities of any corporation, provided that such ownership represents a passive investment and that Sellers or the Optionee is not a controlling person of, or a member of a group that controls, such corporation. Subsidiaries (iiiother than Century CP) This Section 7(c) does not, will in any way, restrict directly or impede indirectly, interfere or attempt to interfere with any contractual relationship in North America of the Optionee from exercising protected rights Business with any customer or supplier relationship in existence on the date hereof. (c) The Restricted Period shall be extended by the length of any period during which the Sellers are in breach of the terms of this Section 5.07. (d) The Sellers acknowledge that the covenants of the Sellers set forth in this Section 5.07 are an essential element of this Agreement and that, but for the agreement of the Sellers to comply with these covenants, the extent Purchaser would not have entered into this Agreement. The Sellers acknowledge that such rights canthis Section 5.07 constitutes an independent covenant and shall not be waived affected by agreement performance or from complying with nonperformance of any applicable law or regulation or a valid order other provision of a court of competent jurisdiction or an authorized government agency, provided that such compliance does not exceed that required this Agreement by the law, regulation, or orderPurchaser. The Sellers has independently consulted with its counsel and after such consultation agrees that the covenants set forth in this Section 5.07 are reasonable and proper.

Non-Competition. Because During the Employment Period and after termination of the Employer Group’s legitimate business interest as described in this Agreement and the good and valuable consideration offered to the Optionee, the receipt and sufficiency of which is acknowledged, during the term of OptioneeExecutive’s employment and hereunder, whether or not such termination is without Cause or for Good Reason, Executive shall not be involved in the Restricted Business Activities, as defined below, for the one year beginning on period ending twelve (12) months after the last day date of the Optioneetermination of Executive’s employment with the Company, whether terminated for any reason or no reason, by the Optionee or the Company, (the “Restricted Non-compete Period”)) provided that the Company has not otherwise breached its obligations under the Agreement. As used in this Agreement, the Optionee agrees term “Restricted Business Activities” shall mean any business which markets and covenants not sells to engage in Prohibited Activity (as defined below) within customers of a class or category to which FGX Holdings or any of its subsidiaries, markets and sells at the United States, time Executive’s employment terminated products or services marketed and sold by FGX Holdings or any of its subsidiaries at such time or products or services which at such time FGX Holdings or any of its subsidiaries was actively considering marketing and selling to such customers. During the geographical regions for which the Optionee provides services during the course of employment, whichever is larger. (i) For purposes of this nonNon-compete clausePeriod, “Prohibited Activity” is activity in which Executive shall not, without the Optionee contributes written approval of the Optionee’s knowledgeCompany, directly or indirectly, in whole or in part, either as an associate, employer, owner, operator, manager, advisor, consultant, contractor, agentindividual, partner, directorjoint venturer, stockholderemployee or agent for any person, company, corporation or association, or as an officer, volunteerdirector or stockholder of a corporation or otherwise, intern, enter into or any other similar capacity to an entity engaged engage in or have a proprietary interest in the same or similar business as Restricted Business Activities other than the Employer Group, including those engaged in ownership of (a) the business stock of manufacturing and distribution of doors, windows, trimFGX Holdings then held by Executive, and other building supplies manufactured or distributed by the Employer Group. Prohibited Activity also includes activity that may require or inevitably require disclosure of trade secrets, proprietary information, or Confidential Information. (iib) Nothing herein shall prohibit the Optionee from purchasing or owning less no more than five percent (5%) of the publicly traded securities of any corporationother publicly-held company. Executive recognizes and agrees that because a violation by him of his obligations under this Section 9 will cause irreparable harm to FGX Holdings or any of its subsidiaries that would be difficult to quantify and for which money damages would be inadequate, provided that any party included in the definition of FGX Holdings or any of its subsidiaries shall have the right to injunctive relief to prevent or restrain any such ownership represents violation, without the necessity of posting a passive investment and bond. The Non-compete Period will be extended by the duration of any violation by Executive of any of his obligations under this Section 9. Executive expressly agrees that the Optionee is not character, duration and scope of his obligations under this Section 9 are reasonable in light of the circumstances as they exist at the date upon which this Agreement has been executed. However, should a controlling person of, or a member of a group that controls, such corporation. (iii) This Section 7(c) does not, in any way, restrict or impede the Optionee from exercising protected rights to the extent that such rights cannot determination nonetheless be waived made by agreement or from complying with any applicable law or regulation or a valid order of a court of competent jurisdiction at a later date that the character, duration or an authorized government agencygeographical scope of such obligations is unreasonable in light of the circumstances as they then exist, provided then it is the intention of both Executive and the Company that such compliance does not exceed that required Executive’s obligations under this Section 9 shall be construed by the law, regulation, or ordercourt in such a manner as to impose only those restrictions on the conduct of Executive which are reasonable in light of the circumstances as they then exist and necessary to assure the Company of the intended benefit of Executive’s obligations under this Section 9.