Common use of Non-Solicitation and Non-Compete Clause in Contracts

Non-Solicitation and Non-Compete. Notwithstanding any provision of this Stock Agreement, if at any time prior to the date that is one year after the date of vesting of all or any portion of the Restricted Stock, the Participant directly or indirectly: (i) breaches or violates Section 6(a) of this Stock Agreement; or (ii) employs, recruits or solicits for employment any person who is (or was within six (6) months prior to the Participant’s employment termination date) an employee of the Company and/or any Subsidiary; or (iii) accepts employment or engages in a competing business which may require contact, solicitation, interference or diverting of any of the Company’s or any Subsidiary’s customers, or that may result in the disclosure, divulging, or other use, of Confidential Information or Company Materials acquired during the Participant’s employment with the Company or any Subsidiary; or (iv) solicits or encourages any customer, vendor or potential customer or vendor of the Company with whom the Participant had contact while employed by the Company to terminate or otherwise alter his, her or its relationship with the Company or any Subsidiary. The Participant understands that any person or entity that Participant contacted during the twelve (12) months prior to the date of the Participant’s termination of employment for the purpose of soliciting sales from such person or entity shall be regarded as a “potential customer” of the Company to whom the Company or a Subsidiary has a protectable proprietary interest; the unvested Restricted Stock shall be forfeited automatically on the date the Participant engages in such activity and the Participant shall pay the Company, within five business days of receipt by the Participant of a written demand therefor, an amount in cash determined by multiplying the number of Shares of Restricted Stock subject to this Stock Agreement which vested within the one-year period described above by the Fair Market Value of a Share, determined as of the date of vesting

Non-Solicitation and Non-Compete. Notwithstanding any provision of this Stock SAR Agreement, if at any time prior to the date that is one year after the date of vesting exercise of all or any portion of the Restricted StockSAR, the Participant directly or indirectly: (i) breaches or violates Section 6(a) of this Stock SAR Agreement; or (ii) employs, recruits or solicits for employment any person who is (or was within the six (6) months prior to the Participant’s employment termination date) an employee of the Company and/or any Subsidiary; or (iii) accepts employment or engages in a competing business which that may require contact, solicitation, interference or diverting of any of the Company’s or any Subsidiary’s customers, or that may result in the disclosure, divulging, or other use, use of Confidential Information or Company Materials acquired during the Participant’s employment with the Company or any Subsidiary; or (iv) solicits or encourages any customer, vendor or potential customer or vendor of the Company or any Subsidiary with whom the Participant had contact while employed by the Company or any Subsidiary to terminate or otherwise alter his, her or its relationship with the Company or any Subsidiary. The Participant understands that any person or entity that the Participant contacted during the twelve (12) months prior to the date of the Participant’s termination of employment for the purpose of soliciting sales from such person or entity shall be regarded as a “potential customer” of the Company to whom the Company or a Subsidiary has a protectable proprietary interest; the unvested Restricted Stock SAR shall be forfeited terminate automatically on the date the Participant engages in such activity and the Participant shall pay the Company, within five business days of receipt by the Participant of a written demand therefor, an amount in cash determined by multiplying the number of Shares of Restricted Stock subject as to this Stock Agreement which vested the SAR was exercised within the one-year period described above by the difference between (i) the Fair Market Value of a Share, determined as of Share on the date of vestingsuch exercise and (ii) the SAR Price per SAR (without reduction for any Shares withheld by the Company pursuant to Section 3(c)).

Non-Solicitation and Non-Compete. Notwithstanding any provision of this Stock Agreement, if at any time prior to the date that is one year after the date of vesting of all or any portion of the Restricted Stock, the Participant directly or indirectlyThe Executive agrees that: (i) breaches except as agreed by the Board, during the term hereof, the Executive will not, directly or violates Section 6(a) indirectly, either as a principal, agent, employee, employer, stockholder, co-partner or in any other capacity whatsoever, engage in any outside activity, whether or not competitive with the business of this Stock Agreement; orthe Company, that could foreseeably give rise to a conflict of interest or otherwise interfere with his duties and obligations to the Company; (ii) employs, recruits or solicits during the term hereof and for employment any person who is twelve (or was within six (612) months prior after the term, the Executive will not, directly or indirectly, either as a principal, agent, employee, employer, stockholder, co-partner or in any other capacity whatsoever, solicit, hire or attempt to the Participant’s employment termination date) an employee of hire, or assist others in soliciting, hiring or attempting to hire, any individual employed by the Company and/or at any Subsidiarytime while the Executive was also so employed, or encourage any such individual to terminate his or her relationship with the Company; orprovided, however, that nothing in this Section 6(g) shall be deemed to prohibit Executive from: (A) making general solicitations of employment published in newspapers, trade journals or other publications of general circulation; or (B) employing individuals who have terminated their employment with the Company; (iii) accepts employment during the term hereof and for twelve (12) months after the term, the Executive will not, directly or engages indirectly, either as a principal, agent, employee, employer, stockholder, co-partner or in a competing any other capacity whatsoever, engage in or undertake any planning for any activity which is competitive with the business which may require contact, solicitation, interference or diverting of any of the Company’s , as conducted or under consideration at any Subsidiary’s customerstime during his employment by the Company; provided that (A) an ownership interest by Executive of one percent (1%) or less in any outstanding equity securities of any company which is competitive with the business of the Company whose equity securities are listed on a national securities exchange, national or that may result capital markets or traded in the disclosure, divulging, over-the-counter bulletin board or other use, of Confidential Information or Company Materials acquired during the Participant(B) Executive’s employment by or otherwise association with a business or entity of which a subsidiary, division, segment, unit, etc. is in material direct competition with the Company or any Subsidiary; or (iv) solicits parent corporation or encourages any customer, vendor or potential customer or vendor subsidiary of the Company with whom but as to which such subsidiary, division, segment, unit, etc. the Participant had contact while employed by Executive has no direct or indirect responsibility or involvement, so long as the Company to terminate or otherwise alter hisExecutive does not breach the confidentiality obligations hereunder, her or its relationship shall not be prohibited and shall not constitute activity which is competitive with the Company or any Subsidiary. The Participant understands that any person or entity that Participant contacted during the twelve (12) months prior to the date business of the Participant’s termination of employment for the purpose of soliciting sales from such person or entity shall be regarded as a “potential customer” of the Company to whom the Company or a Subsidiary has a protectable proprietary interest; the unvested Restricted Stock shall be forfeited automatically on the date the Participant engages in such activity and the Participant shall pay the Company, within five business days of receipt by the Participant of a written demand therefor, an amount in cash determined by multiplying the number of Shares of Restricted Stock subject to this Stock Agreement which vested within the one-year period described above by the Fair Market Value of a Share, determined as of the date of vesting.

Non-Solicitation and Non-Compete. Notwithstanding any provision of this Stock Agreement, if at any time prior to the date that is one year after the date of vesting of all or any portion of the Restricted Stock, the Participant Participant, directly or indirectly: (i) breaches or violates Section 6(a) of this Stock Agreement; or (ii) employs, recruits or solicits for employment any person who is (or was within six (6) months prior to the Participant’s employment termination date) an employee of the Company and/or any Subsidiary; or (iii) accepts employment or engages in a competing business which may require contact, solicitation, interference or diverting of any of the Company’s or any Subsidiary’s customers, or that may result in the disclosure, divulging, or other use, of Confidential Information or Company Materials acquired during the Participant’s employment with the Company or any Subsidiary; or (iv) solicits or encourages any customer, vendor or potential customer or vendor of the Company or any Subsidiary with whom the Participant had contact while employed by the Company or any Subsidiary to terminate or otherwise alter his, her or its relationship with the Company or any Subsidiary. The Participant understands that any person or entity that the Participant contacted during the twelve (12) months prior to the date of the Participant’s termination of employment for the purpose of soliciting sales from such person or entity shall be regarded as a “potential customer” of the Company to whom the Company or a Subsidiary has a protectable proprietary interest; the unvested Restricted Stock shall be forfeited automatically on the date the Participant engages in such activity and then the Participant shall pay the Company, within five business days of receipt by the Participant of a written demand therefor, an amount in cash determined by multiplying the number of Shares of Restricted Stock subject to this Stock Agreement which vested within the one-year period described above by the Fair Market Value of a Share, determined as of the date of vesting.

Non-Solicitation and Non-Compete. Notwithstanding any provision of this Stock Agreement, if at any time prior to the date that is one year after the date of vesting of all or any portion of the Restricted Stock, the Participant Participant, directly or indirectly: (i) breaches or violates Section 6(a) of this Stock Agreement; or (ii) employs, recruits or solicits for employment any person who is (or was within six (6) months prior to the Participant’s employment termination date) an employee of the Company and/or any Subsidiary; or (iii) accepts employment or engages in a competing business which may require contact, solicitation, interference or diverting of any of the Company’s or any Subsidiary’s customers, or that may result in the disclosure, divulging, or other use, of Confidential Information or Company Materials acquired during the Participant’s employment with the Company or any Subsidiary; or (iv) solicits or encourages any customer, vendor or potential customer or vendor of the Company or any Subsidiary with whom the Participant had contact while employed by the Company or any Subsidiary to terminate or otherwise alter his, her or its relationship with the Company or any Subsidiary. The Participant understands that any person or entity that the Participant contacted during the twelve (12) months prior to the date of the Participant’s termination of employment for the purpose of soliciting sales from such person or entity shall be regarded as a “potential customer” of the Company to whom the Company or a Subsidiary has a protectable proprietary interest; the unvested Restricted Stock shall be forfeited automatically on the date the Participant engages in such activity and then the Participant shall pay the Company, within five business days of receipt by the Participant of a written demand therefortherefore, an amount in cash determined by multiplying the number of Shares of Restricted Stock subject to this Stock Agreement which vested within the one-year period described above by the Fair Market Value of a Share, determined as of the date of vesting.

Non-Solicitation and Non-Compete. Notwithstanding any provision of this Stock SAR Agreement, if at any time prior to the date that is one year after the date of vesting exercise of all or any portion of the Restricted StockSAR, the Participant Participant, directly or indirectly: (i) breaches or violates Section 6(a) of this Stock SAR Agreement; or (ii) employs, recruits or solicits for employment any person who is (or was within the six (6) months prior to the date the Participant’s employment termination dateservice on the Board terminated) an employee of the Company and/or any Subsidiary; or; (iii) accepts employment employment, serves on the board of directors of, or engages in a competing business which that may require contact, solicitation, interference or diverting of any of the Company’s or any Subsidiary’s customers, or that may result in the disclosure, divulging, or other use, use of Confidential Information or Company Materials acquired during the Participant’s employment with service on the Company or any SubsidiaryBoard; or (iv) solicits or encourages any customer, vendor or potential customer or vendor of the Company or any Subsidiary with whom the Participant had contact while employed by serving on the Company Board to terminate or otherwise alter his, her or its relationship with the Company or any Subsidiary. The Participant understands that any person or entity that the Participant contacted during the twelve (12) months prior to the date of the Participant’s termination of employment service on the Board for the purpose of soliciting sales from such person or entity shall be regarded as a “potential customer” of the Company to whom the Company or a Subsidiary has a protectable proprietary interest; the unvested Restricted Stock SAR shall be forfeited terminate automatically on the date the Participant engages in such activity and the Participant shall pay the Company, within five business days of receipt by the Participant of a written demand therefor, an amount in cash determined by multiplying the number of Shares of Restricted Stock subject as to this Stock Agreement which vested the SAR was exercised within the one-year period described above by the difference between (i) the Fair Market Value of a Share, determined as of Share on the date of vestingsuch exercise and (ii) the SAR Price per SAR (without reduction for any Shares withheld by the Company pursuant to Section 3(c)).

Non-Solicitation and Non-Compete. Notwithstanding any provision of this Stock Agreement, if at any time prior to the date that is one year after the date of vesting of all or any portion of the Restricted Stock, the Participant directly or indirectly: (i) breaches or violates Section 6(a) of this Stock Agreement; or (ii) employs, recruits or solicits for employment any person who is (or was within the six (6) months prior to the Participant’s employment termination date) an employee of the Company and/or any Subsidiary; or (iii) accepts employment or engages in a competing business which that may require contact, solicitation, interference or diverting of any of the Company’s or any Subsidiary’s customers, or that may result in the disclosure, divulging, or other use, of Confidential Information or Company Materials acquired during the Participant’s employment with the Company or any Subsidiary; or (iv) solicits or encourages any customer, vendor or potential customer or vendor of the Company or any Subsidiary with whom the Participant had contact while employed by the Company or any Subsidiary to terminate or otherwise alter his, her or its relationship with the Company or any Subsidiary. The Participant understands that any person or entity that the Participant contacted during the twelve (12) months prior to the date of the Participant’s termination of employment for the purpose of soliciting sales from such person or entity shall be regarded as a “potential customer” of the Company to whom the Company or a Subsidiary has a protectable proprietary interest; the unvested Restricted Stock shall be forfeited automatically on the date the Participant engages in such activity and the Participant shall pay the Company, within five business days of receipt by the Participant of a written demand therefor, an amount in cash determined by multiplying the number of Shares of Restricted Stock subject to this Stock Agreement which vested within the one-year period described above by the Fair Market Value of a Share, determined as of the date of vesting

Non-Solicitation and Non-Compete. Notwithstanding any provision of this Stock AgreementWaiver/Release, if if, at any time prior to the date that is one year after the date of vesting of all or any portion of the Restricted StockTermination Date, the Participant I directly or indirectly: (i) breaches breach or violates Section 6(aviolate subsection (a) of this Stock Agreementabove regarding Confidential Information and Company Materials; or (ii) employsemploy, recruits recruit or solicits solicit for employment any person who is (or was within six (6) months prior to the Participant’s employment termination dateTermination Date) an employee of the Company and/or any Subsidiarysubsidiary; or (iii) accepts accept employment or engages engage in a competing business which may require contact, solicitation, interference or diverting of any of the Company’s or any Subsidiarysubsidiary’s customers, or that may result in the disclosure, divulging, or other use, of Confidential Information or Company Materials acquired during the Participant’s my employment with the Company or any Subsidiarysubsidiary; or (iv) solicits solicit or encourages encourage any customer, vendor or potential customer or vendor of the Company or any subsidiary with whom the Participant I had contact while employed by the Company or any subsidiary to terminate or otherwise alter his, her or its relationship with the Company or any Subsidiary. The Participant understands subsidiary; it being understood by me that any person or entity that Participant I contacted during the twelve (12) months prior to the date of the Participant’s termination of employment Termination Date for the purpose of soliciting sales from such person or entity shall be regarded as a “"potential customer” " of the Company or a subsidiary as to whom the Company or a Subsidiary subsidiary has a protectable proprietary interest; the unvested Restricted Stock payments and other benefits set forth in this Waiver/Release (other than the payment set forth in (a) above) shall be forfeited automatically on as of the date the Participant engages I engage in such activity and the Participant I shall pay the Company, within five (5) business days of receipt by the Participant me of a written demand therefor, an amount in cash determined by multiplying the number of Shares of Restricted Stock subject equal to any amounts previously paid to me under this Stock Agreement which vested within the one-year period described above by the Fair Market Value of a ShareWaiver/Release, determined as of the date of vestingwithout any deductions for tax or other offsets.

Non-Solicitation and Non-Compete. Notwithstanding any provision of this Stock Agreement, if at any time prior to the date that is one year after the date of vesting of all or any portion of the Restricted Stock, the Participant directly or indirectly: (i) breaches or violates Section 6(a) of this Stock Agreement; or (ii) employs, recruits or solicits for employment any person who is (or was within six (6) months prior to the Participant’s employment termination date) an employee of the Company and/or any Subsidiary; or (iii) accepts employment or engages in a competing business which may require contact, solicitation, interference or diverting of any of the Company’s or any Subsidiary’s customers, or that may result in the disclosure, divulging, or other use, of Confidential Information or Company Materials acquired during the Participant’s employment with the Company or any Subsidiary; or (iv) solicits or encourages any customer, vendor or potential customer or vendor of the Company with whom the Participant had contact while employed by the Company to terminate or otherwise alter his, her or its relationship with the Company or any Subsidiary. The the Participant understands that any person or entity that Participant contacted during the twelve (12) months prior to the date of the Participant’s termination of employment for the purpose of soliciting sales from such person or entity shall be regarded as a “potential customer” of the Company to whom the Company or a Subsidiary has a protectable proprietary interest; the unvested Restricted Stock shall be forfeited automatically on the date the Participant engages in such activity and the Participant shall pay the Company, within five business days of receipt by the Participant of a written demand therefor, an amount in cash determined by multiplying the number of Shares of Restricted Stock subject to this Stock Agreement which vested within the one-year period described above by the Fair Market Value of a Share, determined as of the date of vesting

Non-Solicitation and Non-Compete. Notwithstanding (a) The Sellers shall not, and shall cause their Affiliates not to, directly or indirectly through any provision of this Stock Agreement, if Person or contractual arrangement: (i) at any time prior to the date that is one year after the date of vesting of all or any portion fifth anniversary of the Restricted StockClosing Date, (A) engage in any business that competes with the Participant directly Business within the United States or indirectly: Canada, or (iB) breaches perform management, executive or violates Section 6(a) supervisory functions with respect to, or own, operate, join, control, render financial assistance to, receive any economic benefit from, exert any influence upon, participate in, render services or advice to, any business or Person that competes in whole or in part with the Business within the United States or Canada; provided, however, that for purposes of this Stock AgreementSection 5.15, ownership of securities having no more than five percent of the outstanding voting power of any competitor listed on any national securities exchange shall not be deemed to be a violation of this Section 5.15 as long as the person owning such securities has no other connection or relationship with such competitor; or (ii) employsat any time prior to the second anniversary of the Closing Date, recruits solicit or solicits recruit for employment or other provision of services or hire as an employee, consultant or independent contractor any person who at the time of such attempted solicitation, recruitment or hiring is, or has been within the previous six months, a Company Group Employee; provided, that the foregoing shall not prohibit (A) a general solicitation of general advertising or similar methods of solicitation by search firms not specifically directed at Company Group Employees or (B) the solicitation, recruitment, or hiring of any individual whom the Purchaser or the Corporations has previously voluntarily terminated from employment and who is not then a Company Group Employee. (b) Notwithstanding the foregoing, nothing in this Section 5.15 shall prohibit any Seller or any of its Affiliates from: (i) acquiring (or was entering into an agreement to acquire) and, after such acquisition, owning an interest in any Person (or its successor) that is engaged in a business that is competitive with the Business, provided that: (A) the competitive activities generated less than 10% of such Person’s consolidated annual revenues in the last completed fiscal year of such Person immediately preceding the year in which such acquisition takes place; (B) such Seller enters, within six (6) months prior after the consummation of such acquisition, into a definitive agreement to cause the Participant’s employment termination date) an employee divestiture of all or substantially all of the Company and/or any Subsidiarycompetitive activities of such Person such that the restrictions set forth in this Section 5.15 would not operate to restrict such ownership; or (iiiC) accepts employment or engages in a competing business which may require contact, solicitation, interference or diverting of any of the Company’s or any Subsidiary’s customers, or that may result in the disclosure, divulging, or other use, of Confidential Information or Company Materials acquired during the Participant’s employment with the Company or any Subsidiary; or (iv) solicits or encourages any customer, vendor or potential customer or vendor of the Company with whom the Participant had contact while employed by the Company to terminate or otherwise alter his, her or its relationship with the Company or any Subsidiary. The Participant understands that any person or entity that Participant contacted during the twelve (12) months prior to the date of the Participant’s termination of employment for the purpose of soliciting sales from such person or entity shall be regarded as a “potential customer” of the Company to whom the Company or a Subsidiary has a protectable proprietary interest; the unvested Restricted Stock shall be forfeited automatically on the date the Participant engages in Seller completes such activity and the Participant shall pay the Company, disposition within five business days of receipt by the Participant of a written demand therefor, an amount in cash determined by multiplying the number of Shares of Restricted Stock subject to this Stock Agreement which vested within the one-one year period described above by the Fair Market Value of a Share, determined as of the date of vestingsuch definitive agreement; provided, that if such divestiture has not been consummated due to any applicable waiting period (including extension thereof) under any antitrust Laws or under any other applicable Law not having expired or been terminated, then such one year period to consummate the divestiture will automatically be extended until the date that is one week following the expiration or termination of such waiting period; and (D) between the date of such acquisition and subsequent disposition, such Seller and its Affiliates do not increase the engagement in such competitive activities, including through the contribution of capital or commitment of other resources; and (ii) participating in any joint venture or partnership with any Person that engages in the any competitive business separate from such joint venture or partnership, provided, that the activities of such joint venture or partnership, or of such Seller in respect thereof, do not include or involve the competitive activities. Notwithstanding anything to the contrary in this Agreement, nothing in this Section 5.15 shall apply to any Person who acquires, directly or indirectly (whether by merger, business combination, acquisition of securities, tender offer or exchange offer or otherwise) control of any Seller or any of its Affiliates, or merges or combines with any Seller, or any of such Person’s Affiliates, in each case, other than the legacy businesses of such Seller or any Affiliate of such Seller before giving effect to such change of control, merger or combination. (c) The Sellers acknowledge that the covenants of the Sellers set forth in this Section 5.15 are an essential element of this Agreement and that any breach by the Sellers of any provision of this Section 5.15 will result in irreparable injury to the Purchaser. The Sellers acknowledge that in the event of such a breach, in addition to all other remedies available at law, the Purchaser shall be entitled to equitable relief, including injunctive relief, and an equitable accounting of all earnings, profits or other benefits arising therefrom, as well as such other damages as may be appropriate. The Sellers have independently consulted with their counsel and after such consultation agree that the covenants set forth in this Section 5.15 are reasonable and proper to protect the legitimate interest of the Purchaser. (d) If a court of competent jurisdiction determines that the character, duration or geographical scope of the provisions of this Section 5.15 are unreasonable, it is the intention and the agreement of the Parties that these provisions shall be construed by a court in such a manner as to impose only those restrictions on the Sellers’ conduct that are reasonable in light of the circumstances and as are necessary to assure to the Purchaser the benefits of this Agreement. If, in any judicial proceeding, a court shall refuse to enforce all of the separate covenants of this Section 5.15 because taken together they are more extensive than necessary to assure to the Purchaser the intended benefits of this Agreement, it is expressly understood and agreed by the Parties that the provisions hereof that, if eliminated, would permit the remaining separate provisions to be enforced in such proceeding, shall be deemed eliminated, for the purposes of such proceeding, from this Agreement. (e) At the request of Superior Plus LP, the Purchaser agrees to make the joint election under Section 56.4 of the Tax Act with respect to the foregoing non-solicitation and non-compete obligations.

Non-Solicitation and Non-Compete. Notwithstanding any provision of this Stock SAR Agreement, if at any time prior to the date that is one year after the date of vesting exercise of all or any portion of the Restricted StockSAR, the Participant directly or indirectly: (i) breaches or violates Section 6(a) of this Stock SAR Agreement; or (ii) employs, recruits or solicits for employment any person who is (or was within the six (6) months prior to the date the Participant’s employment termination dateservice on the Board terminated) an employee of the Company and/or any Subsidiary; or; (iii) accepts employment employment, serves on the board of directors of, or engages in a competing business which that may require contact, solicitation, interference or diverting of any of the Company’s or any Subsidiary’s customers, or that may result in the disclosure, divulging, or other use, use of Confidential Information or Company Materials acquired during the Participant’s employment with service on the Company or any SubsidiaryBoard; or (iv) solicits or encourages any customer, vendor or potential customer or vendor of the Company or any Subsidiary with whom the Participant had contact while employed by serving on the Company Board to terminate or otherwise alter his, her or its relationship with the Company or any SubsidiaryCompany. The Participant understands that any person or entity that with whom the Participant contacted during the twelve (12) months prior to the date of the Participant’s termination of employment service on the Board for the purpose of soliciting sales from such person or entity shall be regarded as a “potential customer” of the Company to whom the Company or a Subsidiary has a protectable proprietary interest; the unvested Restricted Stock SAR shall be forfeited terminate automatically on the date the Participant engages in such activity and the Participant shall pay the Company, within five business days of receipt by the Participant of a written demand therefor, an amount in cash determined by multiplying the number of Shares of Restricted Stock subject as to this Stock Agreement which vested the SAR was exercised within the one-year period described above by the difference between (i) the Fair Market Value of a Share, determined as of Share on the date of vestingsuch exercise and (ii) the SAR Price per SAR (without reduction for any Shares withheld by the Company pursuant to Section 3(c)).

Non-Solicitation and Non-Compete. Notwithstanding any provision of this Stock Agreement, if at any time prior to the date that is one year after the date of vesting of all or any portion of the Restricted Stock, the Participant Participant, directly or indirectly: (i) : breaches or violates Section 6(a) of this Stock Agreement; or (ii) or employs, recruits or solicits for employment any person who is (or was within six (6) months prior to the Participant’s employment termination date) an employee of the Company and/or any Subsidiary; or (iii) or accepts employment or engages in a competing business which may require contact, solicitation, interference or diverting of any of the Company’s or any Subsidiary’s customers, or that may result in the disclosure, divulging, or other use, of Confidential Information or Company Materials acquired during the Participant’s employment with the Company or any Subsidiary; or (iv) or solicits or encourages any customer, vendor or potential customer or vendor of the Company or any Subsidiary with whom the Participant had contact while employed by the Company or any Subsidiary to terminate or otherwise alter his, her or its relationship with the Company or any Subsidiary. The Participant understands that any person or entity that the Participant contacted during the twelve (12) months prior to the date of the Participant’s termination of employment for the purpose of soliciting sales from such person or entity shall be regarded as a “potential customer” of the Company to whom the Company or a Subsidiary has a protectable proprietary interest; the unvested Restricted Stock shall be forfeited automatically on the date the Participant engages in such activity and then the Participant shall pay the Company, within five business days of receipt by the Participant of a written demand therefortherefore, an amount in cash determined by multiplying the number of Shares of Restricted Stock subject to this Stock Agreement which vested within the one-year period described above by the Fair Market Value of a Share, determined as of the date of vesting.

Non-Solicitation and Non-Compete. Notwithstanding any provision Employee acknowledges that in the course of this Stock Agreement, if at any time prior his employment with the Company he became familiar with the Company's trade secrets and with other Confidential Information concerning the Company and its subsidiaries and that his services were of special and unique value to the date Company and its subsidiaries. Therefore, Employee agrees that is one year after the date of vesting of all or any portion of the Restricted Stock, the Participant directly or indirectly: (i) breaches or violates Section 6(a) of this Stock Agreement; or (ii) employs, recruits or solicits for employment any person who is (or was within six (6) months prior following Employee's termination with the Company as set forth in Section 1 hereof (the "Noncompete Period"), he shall not directly or indirectly own any interest in, manage, control, participate in, consult with, render services for, or in any manner engage in any business competing with the business of the Company or any of its subsidiaries, as such businesses exist or are in process at any time during the period beginning on the date Employee's employment commenced and ending on the date of the termination of Employee's employment, within any geographical area in which the Company or its subsidiaries engage in such businesses, which shall include the geographical area in which the Company's customers are located. The foregoing shall not prohibit Employee from owning directly or indirectly capital stock or similar securities that are listed on a securities exchange or quoted on the National Association of Securities Dealers Automated Quotation System which do not represent more than two percent (2%) of the outstanding capital stock of any business competing with the business of the Company. During the Noncompete Period, Employee shall not directly or indirectly through another entity (i) induce or attempt to induce any employee of the Participant’s employment termination dateCompany or any of its subsidiaries to leave the employ of the Company or any such subsidiary, or in any way interfere with the relationship between the Company or any of its subsidiaries any employee thereof, (ii) hire any person who was an employee of the Company and/or or any Subsidiary; or of its subsidiaries during the Employment Period, (iii) accepts employment induce or engages in a competing attempt to induce any customer, supplier, licensee, licensor, franchisee or other business which may require contact, solicitation, interference relation of the Company or diverting of any of the Company’s or any Subsidiary’s customers, or that may result in the disclosure, divulging, or other use, of Confidential Information or Company Materials acquired during the Participant’s employment its subsidiaries to cease doing business with the Company or any Subsidiary; or (iv) solicits such subsidiary, or encourages in any way interfere with the relationship between any such customer, vendor supplier, licensee or potential customer or vendor of the Company with whom the Participant had contact while employed by the Company to terminate or otherwise alter his, her or its relationship with business relation and the Company or any Subsidiarysuch subsidiary. The Participant understands If, at the time of enforcement of this paragraph 10, a court shall hold that any person the duration, scope or entity area restrictions stated herein are unreasonable under circumstances then existing, the parties agree that Participant contacted during the twelve (12) months prior maximum duration, scope or area reasonable under such circumstances shall be substituted for the stated duration, scope or area and that the court shall be allowed to revise the date restrictions contained herein to cover the maximum period, scope and area permitted by law. Employee agrees that the restrictions contained in paragraph 10 are reasonable. In the event of the Participant’s termination breach or threatened breach by Employee of employment for the purpose of soliciting sales from such person or entity shall be regarded as a “potential customer” any of the Company to whom the Company or a Subsidiary has a protectable proprietary interest; the unvested Restricted Stock shall be forfeited automatically on the date the Participant engages in such activity and the Participant shall pay provisions 5 of this paragraph 10, the Company, within five business days in addition and supplementary to other rights and remedies existing in its favor, may apply to the court of receipt by the Participant law or equity of a written demand therefor, an amount competent jurisdiction for specific performance and/or injunctive relief in cash determined by multiplying the number of Shares of Restricted Stock subject order to this Stock Agreement which vested within the one-year period described above by the Fair Market Value of a Share, determined as enforce or prevent any violations of the date of vestingprovisions hereof.

Non-Solicitation and Non-Compete. Notwithstanding any provision of this Stock Agreement, if at any time prior to the date that is one year after the date of vesting of all or any portion of the Restricted Stock, the Participant Participant, directly or indirectly: (i) breaches or violates Section 6(a) of this Stock Agreement; or (ii) employs, recruits or solicits for employment any person who is (or was within the six (6) months prior to the Participant’s employment termination date) an employee of the Company and/or any Subsidiary; or (iii) accepts employment or engages in a competing business which that may require contact, solicitation, interference or diverting of any of the Company’s or any Subsidiary’s customers, or that may result in the disclosure, divulging, or other use, of Confidential Information or Company Materials acquired during the Participant’s employment with the Company or any Subsidiary; or (iv) solicits or encourages any customer, vendor or potential customer or vendor of the Company or any Subsidiary with whom the Participant had contact while employed by the Company or any Subsidiary to terminate or otherwise alter his, her or its relationship with the Company or any Subsidiary. The Participant understands that any person or entity that the Participant contacted during the twelve (12) months prior to the date of the Participant’s termination of employment for the purpose of soliciting sales from such person or entity shall be regarded as a “potential customer” of the Company to whom the Company or a Subsidiary has a protectable proprietary interest; the unvested Restricted Stock shall be forfeited automatically on the date the Participant engages in such activity and the Participant shall pay the Company, within five business days of receipt by the Participant of a written demand therefor, an amount in cash determined by multiplying the number of Shares of Restricted Stock subject to this Stock Agreement which vested within the one-year period described above by the Fair Market Value of a Share, determined as of the date of vesting.