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

Non-Solicitation and Non-Competition. Executive and the Company agree that the Company would suffer irreparable harm and incur substantial damage if Executive were to enter into Competition (as defined herein) with the Company. Therefore, in order for the Company to protect its legitimate business interests, Executive agrees as follows: (i) Without the prior written consent of the Company, Executive shall not, during the period of employment with the Company, directly or indirectly, invest or engage in any business that is Competitive (as defined herein) with the Business of the Company or accept employment or render services to a Competitor (as defined herein) of the Company as a director, officer, agent, employee or consultant or solicit or attempt to solicit or accept business that is Competitive with the Business of the Company, except that Executive may own up to five percent (5%) of any outstanding class of securities of any company registered under Section 12 of the Securities Exchange Act of 1934, as amended; provided, however, the Company acknowledges that Executive currently engages in a number of activities set forth on Exhibit B as long as such permitted activities do not have a material adverse effect on the Executive’s performance or this Agreement. (ii) Without the prior written consent of the Company and upon any termination of Executive’s employment with the Company and for a period of twelve (12) months thereafter, Executive shall not, either directly or indirectly, (x) invest or engage in any business that is Competitive (as defined herein) with the Business of the Company, except that Executive may own up to five percent (5%) of any outstanding class of securities of any company registered under Section 12 of the Securities Exchange Act of 1934, as amended, (y) accept employment with or render services to a Competitor of the Company as a director, officer, agent, employee or consultant unless he is serving in a capacity that has no relationship to that portion of the Competitor’s business that is Competitive with the Business of the Company, or (z) solicit, attempt to solicit or accept business Competitive with the Business of the Company from any of the customers of the Company at the time of his termination or within twelve (12) months prior thereto or from any person or entity whose business the Company was soliciting at such time. (iii) Upon termination of his employment with the Company, and for a period of twelve (12) months thereafter, Executive shall not, either directly or indirectly, engage, hire, employ or solicit in any manner whatsoever the employment of an employee of the Company. (iv) For purposes of this Agreement, a business or activity is in “Competition” or “Competitive” with the Business of the Company if it involves, and a person or entity is a “Competitor”, if that person or entity is engaged in, or about to become engaged in, the research, development, design, manufacturing, marketing or selling of a specific product or technology that resembles, competes, or is designed to compete, with, or has applications similar to any product or technology for which the Company has obtained or applied for a patent or made disclosures, or any product or technology involving any other proprietary research or development engaged in or conducted by the Company during the Term of Executive’s employment with the Company.

Non-Solicitation and Non-Competition. Executive (a) For consideration provided under this Agreement, including, but not limited to the Company’s and the Company agree that Employer’s agreement to provide Executive with Confidential Information regarding the Company would suffer irreparable harm and incur substantial damage if Executive were to enter into Competition (as defined herein) with the Company. Therefore, in order for the Company to protect its legitimate business interestsEmployer and their respective businesses, Executive agrees as follows: that while employed by the Employer or an Affiliate and for twenty-four (i24) Without the prior written consent of the Company, Executive months following a Covered Termination he shall not, during the period of employment with the Company, directly or indirectly, invest or engage in any business that is Competitive (as defined herein) with the Business of the Company or accept employment or render services to a Competitor (as defined herein) of the Company as a director, officer, agent, employee or consultant or solicit or attempt to solicit or accept business that is Competitive with the Business of the Company, except that Executive may own up to five percent (5%) of any outstanding class of securities of any company registered under Section 12 of the Securities Exchange Act of 1934, as amended; provided, however, the Company acknowledges that Executive currently engages in a number of activities set forth on Exhibit B as long as such permitted activities do not have a material adverse effect on the Executive’s performance or this Agreement. (ii) Without without the prior written consent of the Company and upon the Employer, directly or indirectly, (i) hire or induce, entice or solicit (or attempt to induce, entice or solicit) any termination employee of Executivethe Company or any of its Affiliates or ventures to leave the employment of the Company or any of its Affiliates or ventures or (ii) solicit or attempt to solicit the business of any customer or acquisition prospect of the Company or any of its Affiliates or ventures with whom Executive had any actual contact while employed by the Employer or an Affiliate. (b) Additionally, for consideration provided under this Agreement, including, but not limited to the Company’s employment and the Employer’s agreement to provide Executive with Confidential Information regarding the Company and for a period of twelve (12) months thereafterthe Employer and their respective businesses, Executive shall agrees that while employed by the Employer or an Affiliate and for twenty-four (24) following a Covered Termination he will not, without the prior written consent of the Company and the Employer, acting alone or in conjunction with others, either directly or indirectly, (x) invest or engage in any business that is Competitive (as defined herein) in competition with the Business of the Company, except that Executive may own up to five percent (5%) of any outstanding class of securities of any company registered under Section 12 of the Securities Exchange Act of 1934, as amended, (y) Employer or an Affiliate or accept employment with or render services at a comparable level of responsibility to such a Competitor of the Company business as a director, an officer, agent, employee employee, independent contractor or consultant unless he is serving consultant, or otherwise engage in a capacity activities that has no relationship to that portion of the Competitor’s business that is Competitive are in competition with the Business of the Company, the Employer or an Affiliate. (zc) solicitThe restrictions contained in this Section 8 are limited to a 50-mile radius around any geographical area in which the Company, attempt the Employer or an Affiliate engages (or has definite plans to solicit engage) in operations or accept business Competitive with the Business marketing of the Company from any of the customers of the Company its products or services at the time of his termination or within twelve (12) months prior thereto or from any person or entity whose business the Company was soliciting at such timea Covered Termination. (iiid) Upon termination of his employment Executive acknowledges that these restrictive covenants under this Agreement, for which Executive received valuable consideration from the Company and the Employer as provided in this Agreement, including, but not limited to the Company’s and the Employer’s agreement to provide Executive with Confidential Information regarding the Company, the Employer and for a period of twelve (12) months thereaftertheir respective businesses, Executive shall not, either directly or indirectly, engage, hire, employ or solicit in any manner whatsoever the employment of an employee of the Company. (iv) For purposes are ancillary to otherwise enforceable provisions of this Agreement, a business or activity is in “Competition” or “Competitive” with that the Business consideration provided by the Company and the Employer gives rise to the interest of each of the Company if it involvesand the Employer in restraining Executive from competing and that the restrictive covenants are designed to enforce Executive’s consideration or return promises under this Agreement. Additionally, Executive acknowledges that these restrictive covenants contain limitations as to time, geographical area, and scope of activity to be restrained that are reasonable and do not impose a person greater restraint than is necessary to protect the goodwill or entity is a “Competitor”other legitimate business interests of the Company and the Employer, if that person or entity is engaged inincluding, or about to become engaged inbut not limited to, the research, development, design, manufacturing, marketing or selling of a specific product or technology that resembles, competes, or is designed Company’s and the Employer’s need to compete, with, or has applications similar to any product or technology for which the Company has obtained or applied for a patent or made disclosures, or any product or technology involving any other proprietary research or development engaged in or conducted by the Company during the Term of Executive’s employment with the Companyprotect their Confidential Information.

Non-Solicitation and Non-Competition. (a) For consideration provided under this Agreement, including, but not limited to the Company’s agreement to provide Executive and with Confidential Information regarding the Company agree that the Company would suffer irreparable harm and incur substantial damage if Executive were to enter into Competition (as defined herein) with the Company. Therefore, in order for the Company to protect its legitimate business interestsrespective businesses, Executive agrees as follows: that while employed by the Company or an Affiliate and for [thirty-six (36)] [twenty-four (24)] [twelve (12)] months following a Separation from Service during the term of this Agreement he shall not, without the prior written consent of the General Counsel, directly or indirectly, (i) Without hire or induce, entice or solicit (or attempt to induce, entice or solicit) any employee of the Company or any of its Affiliates or ventures to leave the employment of the Company or any of its Affiliates or ventures or (ii) solicit or attempt to solicit the business of any customer or acquisition prospect of the Company or any of its Affiliates or ventures with whom Executive had any actual contact or Confidential Information about, in any such case while employed by the Company or an Affiliate. (b) Additionally, for consideration provided under this Agreement, including, but not limited to the Company’s agreement to provide Executive with Confidential Information regarding the Company and its respective businesses, Executive agrees that while employed by the Company or an Affiliate and for [thirty-six (36)] [twenty-four (24)] [twelve (12)] months following a Covered Termination he will not, without the prior written consent of the Company, Executive shall notacting alone or in conjunction with others, during the period of employment with the Company, either directly or indirectly, invest or engage in any business that is Competitive (as defined herein) in competition with the Business of the Company or accept employment an Affiliate or render services to a Competitor (as defined herein) of the Company as a director, officer, agent, employee or consultant or solicit or attempt to solicit or accept business that is Competitive with the Business of the Company, except that Executive may own up to five percent (5%) of any outstanding class of securities of any company registered under Section 12 of the Securities Exchange Act of 1934, as amended; provided, however, the Company acknowledges that Executive currently engages in a number of activities set forth on Exhibit B as long as such permitted activities do not have a material adverse effect on the Executive’s performance or this Agreement. (ii) Without the prior written consent of the Company and upon any termination of Executive’s employment with the Company and for a period of twelve (12) months thereafter, Executive shall not, either directly or indirectly, (x) invest or engage in any business that is Competitive (as defined herein) with the Business of the Company, except that Executive may own up to five percent (5%) of any outstanding class of securities of any company registered under Section 12 of the Securities Exchange Act of 1934, as amended, (y) accept employment with or render services at a comparable level of responsibility to such a Competitor of the Company business as a director, an officer, agent, employee employee, independent contractor or consultant unless he is serving consultant, or otherwise engage in a capacity activities that are in competition with the Company or an Affiliate. (c) The restrictions contained in this Section 8 are limited to areas or territories within the United States and in any foreign country in which the Company or an Affiliate engages (or has no relationship definite plans to engage) in operations or the marketing of its products or services at the time of Executive’s Separation from Service. (d) Executive acknowledges that portion these restrictive covenants under this Agreement, for which Executive received valuable consideration from the Company as provided in this Agreement, including, but not limited to the Company’s agreement to provide Executive with Confidential Information regarding the Company and its respective businesses, are ancillary to otherwise enforceable provisions of this Agreement, that the consideration provided by the Company gives rise to the interest of each of the CompetitorCompany in restraining Executive from competing and that the restrictive covenants are designed to enforce Executive’s consideration or return promises under this Agreement. Additionally, Executive acknowledges that these restrictive covenants contain limitations as to time, geographical area, and scope of activity to be restrained that are reasonable and do not impose a greater restraint than is necessary to protect the goodwill or other legitimate business that is Competitive with the Business interests of the Company, including, but not limited to, the Company’s need to protect its Confidential Information. Executive further acknowledges that a violation on Executive’s part of any of the restrictive covenants contained in Section 6 or this Section 8 of this Agreement would cause immeasurable and irreparable damage to the Company. Accordingly, Executive agrees that, in addition to any other remedy the Company may have for any such violation: (z1) solicitthe Company shall be entitled to injunctive relief in any court of competent jurisdiction for any actual or threatened violation of any such covenant in addition to any other remedies it may have; and (2) in addition, attempt to solicit or accept business Competitive with if the Business General Counsel of the Company from any of the customers of the Company at the time of his termination (or within twelve (12) months prior thereto or from any person or entity whose business the Company was soliciting at such time. (iii) Upon termination of his employment with the Company, and for a period of twelve (12) months thereafter, Executive shall not, either directly or indirectly, engage, hire, employ or solicit in any manner whatsoever the employment of an employee other similarly situated senior executive of the Company. (iv) For purposes reasonably and in good faith determines that Executive has materially breached any of these restrictive covenants contained in this Agreement, a business or activity is in “Competition” or “Competitive” with the Business Section 8 of the Company Agreement during the applicable period in which they are in effect, after written notice to Executive of such determination and a ten (10) day opportunity to cure such breach (if it involvesthe General Counsel determines in good faith that such breach is curable), if such breach is not so cured to the reasonable satisfaction of the General Counsel, then Executive shall be required to promptly repay all net after-tax cash amounts previously paid under this Agreement to Executive, and a person Executive shall forfeit any Equity Awards he or entity is a “Competitor”, if that person or entity is engaged in, or about to become engaged in, the research, development, design, manufacturing, marketing or selling of a specific product or technology that resembles, competes, or is designed to compete, with, or has applications similar to any product or technology for which the Company has obtained or applied for a patent or made disclosures, or any product or technology involving any other proprietary research or development engaged in or conducted by the Company during the Term of Executive’s employment with the Companyshe may then hold.

Non-Solicitation and Non-Competition. Executive and the Company agree that the Company would suffer irreparable harm and incur substantial damage if Executive were to enter into Competition (as defined herein) with the Company. Therefore, in order for the Company to protect its legitimate business interests, Executive agrees as follows: (i) Without the prior written consent of the Company, Executive shall not, during the period of employment with the Company, directly or indirectly, invest or engage in any business that is Competitive (as defined herein) with the Business of the Company or accept employment or render services to a Competitor (as defined herein) of the Company as a director, officer, agent, employee or consultant or solicit or attempt to solicit or accept business that is Competitive with the Business of the Company, except that Executive may own up to five percent (5%) of any outstanding class of securities of any company registered under Section 12 of the Securities Exchange Act of 1934, as amended; provided, however, the Company acknowledges that Executive currently engages in a number of activities set forth on Exhibit B as long as such permitted activities do not have a material adverse effect on the Executive’s performance or this Agreement. (ii) Without the prior written consent of the Company and upon any termination of Executive’s employment with the Company and for a period of twelve (12) months thereafter, Executive shall not, either directly or indirectly, (x) invest or engage in any business that is Competitive (as defined herein) with the Business of the Company, except that Executive may own up to five percent (5%) of any outstanding class of securities of any company registered under Section 12 of the Securities Exchange Act of 1934, as amended, (y) accept employment with or render services to a Competitor of the Company as a director, officer, agent, employee or consultant unless he is serving in a capacity that has no relationship to that portion of the Competitor’s business that is Competitive with the Business of the Company, or (z) solicit, attempt to solicit or accept business Competitive with the Business of the Company from any of the customers of the Company at the time of his termination or within twelve (12) months prior thereto or from any person or entity whose business the Company was soliciting at such time. (iii) Upon termination of his employment with the Company, and for a period of twelve (12) months thereafter, Executive shall not, either directly or indirectly, engage, hire, employ or solicit in any manner whatsoever the employment of an employee of the Company. (iv) For purposes of this Agreement, a business or activity is in “Competition” or “Competitive” with the Business of the Company if it involves, and a person or entity is a “Competitor”, if that person or entity is engaged in, or about to become engaged in, the research, development, design, manufacturing, marketing or selling of a specific product or technology that closely resembles, competes, or is designed to compete, with, or has applications similar to any product or technology for which the Company has obtained or applied for a patent or made disclosures, or any product or technology involving any other proprietary research or development engaged in or conducted by the Company during the Term of Executive’s employment with the Company.

Non-Solicitation and Non-Competition. Executive and the Company agree that the Company would suffer irreparable harm and incur substantial damage if Executive were to enter into Competition (as defined herein) with the Company. Therefore, in order for the Company to protect its legitimate business interests, Executive agrees as follows: (i) i. Without the prior written consent of the Company, Executive shall not, during the period of employment with the Company, directly or indirectly, invest or engage in any business that is Competitive (as defined herein) with the Business of the Company or accept employment or render services to a Competitor (as defined herein) of the Company as a director, officer, agent, employee or consultant or solicit or attempt to solicit or accept business that is Competitive with the Business of the Company, except that Executive may own up to five percent (5%) of any outstanding class of securities of any company registered under Section 12 of the Securities Exchange Act of 1934, as amended; provided, however, the Company acknowledges that Executive currently engages in a number of activities set forth on Exhibit B as long as such permitted activities do not have a material adverse effect on the Executive’s performance or this Agreement. (ii) . Without the prior written consent of the Company and upon any termination of Executive’s employment with the Company and for a period of twelve (12) months thereafter, Executive shall not, either directly or indirectly, (x) invest or engage in any business that is Competitive (as defined herein) with the Business of the Company, except that Executive may own up to five percent (5%) of any outstanding class of securities of any company registered under Section 12 of the Securities Exchange Act of 1934, as amended, (y) accept employment with or render services to a Competitor of the Company as a director, officer, agent, employee or consultant unless he is serving in a capacity that has no relationship to that portion of the Competitor’s business that is Competitive with the Business of the Company, or (z) solicit, attempt to solicit or accept business Competitive with the Business of the Company from any of the customers of the Company at the time of his termination or within twelve (12) months prior thereto or from any person or entity whose business the Company was soliciting at such time. (iii) . Upon termination of his employment with the Company, and for a period of twelve (12) months thereafter, Executive shall not, either directly or indirectly, engage, hire, employ or solicit in any manner whatsoever the employment of an employee of the Company. (iv) . For purposes of this Agreement, a business or activity is in “Competition” or “Competitive” with the Business of the Company if it involves, and a person or entity is a “Competitor”, if that person or entity is engaged in, or about to become engaged in, the research, development, design, manufacturing, marketing or selling of a specific product or technology that resembles, competes, or is designed to compete, with, or has applications similar to any product or technology for which the Company has obtained or applied for a patent or made disclosures, or any product or technology involving any other proprietary research or development engaged in or conducted by the Company during the Term of Executive’s employment with the Company.

Non-Solicitation and Non-Competition. Executive and The receipt of any Shares pursuant to this award will be subject to the Company agree that the Company would suffer irreparable harm and incur substantial damage if Executive were to enter into Competition (as defined herein) with the Company. ThereforeGrantee, in order for the Company to protect its legitimate business interests, Executive agrees as follows: (i) Without the prior written consent of the Company, Executive shall not, during the period of employment with the Company, directly his or indirectly, invest or engage in any business that is Competitive (as defined herein) with the Business of the Company or accept employment or render services to a Competitor (as defined herein) of the Company as a director, officer, agent, employee or consultant or solicit or attempt to solicit or accept business that is Competitive with the Business of the Company, except that Executive may own up to five percent (5%) of any outstanding class of securities of any company registered under Section 12 of the Securities Exchange Act of 1934, as amended; provided, however, the Company acknowledges that Executive currently engages in a number of activities set forth on Exhibit B as long as such permitted activities do not have a material adverse effect on the Executive’s performance or this Agreement. (ii) Without the prior written consent of the Company and upon any termination of Executive’s her employment with the Company and for a period the greater of either, twelve (12) months thereafteror such period of time set forth in the Grantee’s associate agreement, Executive shall not, either directly after the termination of his or indirectly, (x) invest or engage in any business that is Competitive (as defined herein) her employment with the Business of the Company, except that Executive may own up to five percent not: (5%i) of any outstanding class of securities of any company registered under Section 12 of the Securities Exchange Act of 1934, as amended, (y) accept employment with directly or render services to a Competitor indirectly soliciting customers of the Company as a directorin an attempt to have such customers cease their relationship with the Company, officer, agent, (ii) soliciting any employee or consultant unless he is serving in a capacity that has no relationship to that portion of the Competitor’s business that is Competitive Company for employment with the Business of any employer other than the Company, or (ziii) solicitdirectly or indirectly engaging in, attempt to solicit having any ownership interest in or accept business Competitive with participating in the Business management or operation of any entity that, as of the Company from date of termination, is engaged in any of the customers of activities or which offers products or services which are or may be deemed to be competitive with those products or services offered by the Company at (a “Competitive Business”), unless otherwise expressly approved in writing by the time of his termination or Company. The term “Competitive Business” is further defined as a business within twelve (12) months prior thereto or from any person or entity whose business state in the United States where the Company was soliciting at such time. conducts business (iiias an owner, partner, stockholder, holder of any other equity interest, or financially as an investor or lender, or in any capacity calling for the rendition of personal services or acts of management, operation or control) Upon termination of his employment with providing brokerage, advisory, custodial and wealth management services to the Companypublic, including, but not limited to, services, products and technology to support retail (long term investor or active trader) or institutional trading and investing platforms, and for a period of twelve (12) months thereafter, Executive shall not, either directly or indirectly, engage, hire, employ or solicit in any manner whatsoever the employment of an employee of the Company. (iv) For purposes of this Agreement, a Registered Investment Advisor custodial business or activity is in “Competition” or “Competitive” with the Business of the Company if it involvesproducts and services, and a person or entity is a “Competitor”, if that person or entity is engaged in, or about also includes any such other business formally proposed to become engaged in, be offered to the research, development, design, manufacturing, marketing or selling of a specific product or technology that resembles, competes, or is designed to compete, with, or has applications similar to any product or technology for which the Company has obtained or applied for a patent or made disclosures, or any product or technology involving any other proprietary research or development engaged in or conducted public by the Company during the Term twelve (12) month period immediately prior to the date of Executive’s employment with termination. To the Companyextent the Grantee has violated any term and condition of this paragraph 14, the Restricted Stock Units prior to settlement shall be forfeited pursuant to paragraph 7 and if Shares of Company Stock have already been issued to the Grantee, then the Grantee shall be required to either return the Shares or forfeit any gain recognized by the Grantee from the sale of such Shares. In the event that any of the provisions of this Section should ever be deemed to exceed the scope and duration limitations permitted by applicable laws, then such provisions will and are hereby reformed to the maximum limitations permitted by applicable law.

Non-Solicitation and Non-Competition. Executive 11.1 The PC recognizes and acknowledges that Management Company will incur substantial costs in providing the Company agree equipment, support services, personnel, management, administration and other services that are the subject of this Agreement. The parties also recognize that the services to be provided by Management Company will be feasible only if the PC operates an active practice to which the Employee-Physicians devote their full professional time and attention. PC agrees that the non-competition and non-solicitation covenants described hereunder are necessary for the protection of Management Company, and that Management Company would suffer irreparable harm and incur substantial damage if Executive were to not enter into Competition (as defined herein) with this Agreement without the Company. Therefore, in order for the Company to protect its legitimate business interests, Executive agrees as followsfollowing covenants: (i) Without 11.1.1 During the prior written consent term of the Companythis Agreement, Executive PC shall notnot establish, during the period of employment with the Companyoperate or provide Infertility Services at a medical office, directly clinic or indirectly, invest or engage other health care facility other than as provided for in any business that is Competitive (as defined herein) with the Business of the Company or accept employment or render services to a Competitor (as defined herein) of the Company as a director, officer, agent, employee or consultant or solicit or attempt to solicit or accept business that is Competitive with the Business of the Company, except that Executive may own up to five percent (5%) of any outstanding class of securities of any company registered under Section 12 of the Securities Exchange Act of 1934, as amended; provided, however, the Company acknowledges that Executive currently engages in a number of activities set forth on Exhibit B as long as such permitted activities do not have a material adverse effect on the Executive’s performance or this Agreement. (ii) Without 11.1.2 During the prior written consent Term of the Company and upon any termination of Executive’s employment with the Company and for a period of twelve (12) months thereafter, Executive shall not, either directly or indirectly, (x) invest or engage in any business that is Competitive (as defined herein) with the Business of the Company, except that Executive may own up to five percent (5%) of any outstanding class of securities of any company registered under Section 12 of the Securities Exchange Act of 1934, as amended, (y) accept employment with or render services to a Competitor of the Company as a director, officer, agent, employee or consultant unless he is serving in a capacity that has no relationship to that portion of the Competitor’s business that is Competitive with the Business of the Company, or (z) solicit, attempt to solicit or accept business Competitive with the Business of the Company from any of the customers of the Company at the time of his termination or within twelve (12) months prior thereto or from any person or entity whose business the Company was soliciting at such time. (iii) Upon termination of his employment with the Companythis Agreement, and for a period of twelve (12) months thereaftertwo years from the date it is terminated, Executive PC shall not, either not directly or indirectlyindirectly own, engagemanage, hireoperate, employ control, contract with, be associated with or solicit lend its or its shareholders' names to, or maintain any interest whatsoever in any manner whatsoever the employment enterprise (i) which provides, distributes, promotes or advertises any type of an employee management or administrative services in competition with Management Company; or (ii) which offers any type of the service or product to third parties substantially similar to those offered by Management Company. (iv) For purposes 11.1.3 During the term of this Agreement, and for two years from the date of termination, PC shall not hire, attempt to hire, contract or solicit for hiring or consultancy, any employee of Management Company, or form a business corporation, partnership or activity joint venture or other entity with any such employee, who is in “Competition” currently employed by Management Company or “Competitive” with had been employed by Management Company within one (1) year prior to the Business termination of this Agreement. Notwithstanding anything to the contrary contained herein, the PC may (1) continue the employment of any Professional Employees employed by the PC as of the Company if it involves, and a person or entity is a “Competitor”, if that person or entity is engaged indate of notice of termination of this Agreement, or about effective date of termination of this Agreement (whichever is earlier); and (ii) hire, attempt to become engaged inhire, the research, development, design, manufacturing, marketing contract or selling of a specific product solicit for hiring or technology that resembles, competes, or is designed to compete, with, or has applications similar to any product or technology for which the Company has obtained or applied for a patent or made disclosures, or any product or technology involving any other proprietary research or development engaged in or conducted by the Company during the Term of Executive’s employment with the Companyconsultancy Sue McGreevy.

Non-Solicitation and Non-Competition. Executive (a) In consideration of the payments and promises provided under this Agreement, the Company agree that the Company would suffer irreparable harm and incur substantial damage if Executive were to enter into Competition (as defined herein) with the Company. Therefore, in order for the Company to protect its legitimate business interestssufficiency of which is expressly acknowledged, Executive agrees as follows: that for the twenty-four (i) Without 24)-month period following the Date of Retirement he shall not, without the prior written consent of the Company, Executive shall not, during the period of employment with the Company, directly or indirectly, invest (i) induce, entice or solicit (or attempt to induce, entice or solicit) any person who is an employee of the Company or any of its Affiliates or Ventures to leave the employment of the Company or any of its Affiliates or Ventures, (ii) solicit or attempt to solicit the business of any acquisition prospect of the Company or any of its Affiliates or Ventures with whom Executive had any actual contact while employed by the Company or any of its Affiliates, or (iii) hire, engage, employ or assist any third party in hiring, engaging or employing any person who is at such time (or was at any time within six (6) months prior to the date of such employment or engagement) employed or engaged by the Company or any of its Affiliates or Ventures as an employee, agent, representative, consultant or independent contractor to perform any work or render any service similar or related to that provided by such person to the Company or any of its Affiliates or Ventures. The provisions of this subparagraph 9(a) shall not prohibit Executive from speaking with persons who respond to general advertisements or who contact a business with which Executive is affiliated through an independent recruiting firm that has not been directed to solicit interest from any person who is an employee of the Company, any of its Affiliates or Ventures. (b) In consideration of the payments and promises provided under this Agreement, the sufficiency of which is expressly acknowledged, Executive agrees that for the twenty-four (24)-month period following the Date of Retirement he will not perform any act, engage in any conduct or course of action or make or publish any adverse or untrue or misleading statement which has or may reasonably have the effect of demeaning the name or business reputation of the Company, the Releasees, an Affiliate or a Venture or which adversely affects or may reasonably be expected to adversely affect the best interests (economic or otherwise) of the Company, the Releasees, an Affiliate or a Venture. (c) In consideration of the payments and promises provided under this Agreement, the sufficiency of which is expressly acknowledged, Executive agrees that for the twenty-four (24)-month period following the Date of Retirement he will not, without the prior written consent of the Company, acting alone or in conjunction with others, either directly or indirectly, engage in any business that is Competitive (as defined herein) in competition with the Business of the Company or accept employment an Affiliate or render services to a Competitor (as defined herein) of the Company as a director, officer, agent, employee Venture or consultant or solicit or attempt to solicit or accept business that is Competitive with the Business of the Company, except that Executive may own up to five percent (5%) of any outstanding class of securities of any company registered under Section 12 of the Securities Exchange Act of 1934, as amended; provided, however, the Company acknowledges that Executive currently engages in a number of activities set forth on Exhibit B as long as such permitted activities do not have a material adverse effect on the Executive’s performance or this Agreement. (ii) Without the prior written consent of the Company and upon any termination of Executive’s employment with the Company and for a period of twelve (12) months thereafter, Executive shall not, either directly or indirectly, (x) invest or engage in any business that is Competitive (as defined herein) with the Business of the Company, except that Executive may own up to five percent (5%) of any outstanding class of securities of any company registered under Section 12 of the Securities Exchange Act of 1934, as amended, (y) accept employment with or render services at a comparable level of responsibility to such a Competitor of the Company business as a director, an officer, agent, employee employee, independent contractor or consultant unless he is serving consultant, or otherwise engage in a capacity activities that has no relationship to that portion of the Competitor’s business that is Competitive are in competition with the Business Company or an Affiliate or a Venture. (d) The restrictions contained in subparagraph 9(c) above are geographically limited to areas or territories where the Company or an Affiliate or a Venture engages (or has definite plans to engage) in operations or the marketing of its products or services on the CompanyDate of Retirement. (e) Executive acknowledges that he has received valuable consideration from the Company as provided in this Agreement for the covenants and undertakings set forth in Paragraphs 7, or (z) solicit8, attempt and 9, that the consideration provided by the Company gives rise to solicit or accept business Competitive with the Business an interest of the Company and its Affiliates and Ventures in restraining Executive from any engaging in the conduct described in Paragraphs 7, 8, and 9 of this Agreement and that the customers restrictive covenants and undertakings are designed to enforce Executive’s consideration or return promises under this Agreement. Additionally, Executive acknowledges that the restrictive covenants contain limitations as to time, geographical area, and scope of activity to be restrained that are reasonable and do not impose a greater restraint than is necessary to protect the Company’s relationship with its customers, goodwill or other legitimate business interests of the Company at and its Affiliates and Ventures, including, but not limited to, the time of his termination or within twelve (12) months prior thereto or from Company’s and its Affiliates’ and Ventures’ need to protect their Confidential Information. The Company may notify any person or entity whose business the Company was soliciting at such time. (iii) Upon termination employing or contracting with Executive or evidencing an intention of his employment employing or contracting with the Company, and for a period of twelve (12) months thereafter, Executive shall not, either directly or indirectly, engage, hire, employ or solicit in any manner whatsoever the employment of an employee of the Company. (iv) For purposes existence and provisions of this Agreement, a business or activity is in “Competition” or “Competitive” with the Business of the Company if it involves, and a person or entity is a “Competitor”, if that person or entity is engaged in, or about to become engaged in, the research, development, design, manufacturing, marketing or selling of a specific product or technology that resembles, competes, or is designed to compete, with, or has applications similar to any product or technology for which the Company has obtained or applied for a patent or made disclosures, or any product or technology involving any other proprietary research or development engaged in or conducted by the Company during the Term of Executive’s employment with the Company.

Non-Solicitation and Non-Competition. Executive and The receipt of any Shares pursuant to this award will be subject to the Company agree that the Company would suffer irreparable harm and incur substantial damage if Executive were to enter into Competition (as defined herein) with the Company. ThereforeGrantee, in order for the Company to protect its legitimate business interests, Executive agrees as follows: (i) Without the prior written consent of the Company, Executive shall not, during the period of employment with the Company, directly his or indirectly, invest or engage in any business that is Competitive (as defined herein) with the Business of the Company or accept employment or render services to a Competitor (as defined herein) of the Company as a director, officer, agent, employee or consultant or solicit or attempt to solicit or accept business that is Competitive with the Business of the Company, except that Executive may own up to five percent (5%) of any outstanding class of securities of any company registered under Section 12 of the Securities Exchange Act of 1934, as amended; provided, however, the Company acknowledges that Executive currently engages in a number of activities set forth on Exhibit B as long as such permitted activities do not have a material adverse effect on the Executive’s performance or this Agreement. (ii) Without the prior written consent of the Company and upon any termination of Executive’s her employment with the Company and for a period the greater of either, twelve (12) months thereafteror such period of time set forth in the Grantee's associate agreement, Executive shall not, either directly after the termination of his or indirectly, (x) invest or engage in any business that is Competitive (as defined herein) her employment with the Business of the Company, except that Executive may own up to five percent not: (5%i) of any outstanding class of securities of any company registered under Section 12 of the Securities Exchange Act of 1934, as amended, (y) accept employment with directly or render services to a Competitor indirectly soliciting customers of the Company as a directorin an attempt to have such customers cease their relationship with the Company, officer, agent, (ii) soliciting any employee or consultant unless he is serving in a capacity that has no relationship to that portion of the Competitor’s business that is Competitive Company for employment with the Business of any employer other than the Company, or (ziii) solicitdirectly or indirectly engaging in, attempt to solicit having any ownership interest in or accept business Competitive with the Business participating in any entity that as of the date of termination, is engaged in any activities or which offers products or services which are or may be deemed to be competitive with those products and services offered by the Company from or any of its Affiliates (a "Competitive Business") unless otherwise expressly approved in writing by the customers of Company. The term "Competitive Business" is defined as a business within any state in the United States where the Company at the time conducts business (as an owner, partner, stockholder, holder of his termination any other equity interest, or within twelve (12) months prior thereto financially as an investor or from any person lender, or entity whose business the Company was soliciting at such time. (iii) Upon termination of his employment with the Company, and for a period of twelve (12) months thereafter, Executive shall not, either directly or indirectly, engage, hire, employ or solicit in any manner whatsoever capacity calling for the employment rendition of an employee personal services or acts of management, operation or control) providing brokerage, advisory, custodial and wealth management services to the Company. public, including, but not limited to, services, products and technology to support retail (ivlong term investor or active trader) For purposes of this Agreement, a or institutional trading and investing platforms and Registered Investment Advisor custodial business or activity is in “Competition” or “Competitive” with products and services and also includes any such other business formally proposed to be offered to the Business of the Company if it involves, and a person or entity is a “Competitor”, if that person or entity is engaged in, or about to become engaged in, the research, development, design, manufacturing, marketing or selling of a specific product or technology that resembles, competes, or is designed to compete, with, or has applications similar to any product or technology for which the Company has obtained or applied for a patent or made disclosures, or any product or technology involving any other proprietary research or development engaged in or conducted public by the Company during the Term twelve (12) month period immediately prior to the date of Executive’s employment with termination. To the Companyextent the Grantee has violated any term and condition of this paragraph 9, the PRSUs prior to settlement shall be forfeited pursuant to paragraph 7 and if Shares of Company Stock have already been issued to the Grantee, then the Grantee shall be required to either return the Shares or forfeit any gain recognized by the Grantee from the sale of such Shares, as directed by the Committee. In the event that any of the provisions of this paragraph 9 should ever be deemed to exceed the scope and duration limitations permitted by applicable laws, then such provisions will and are hereby reformed to the maximum limitations permitted by applicable law.

Non-Solicitation and Non-Competition. Executive and (a) During Executive's employment with the Company agree and continuing through and until the date that is two (2) years from the Company would suffer irreparable harm and incur substantial damage if Executive were to enter into Competition (as defined herein) with the Company. Therefore, in order for the Company to protect its legitimate business interestsSeparation Date, Executive agrees as followsshall not, directly or indirectly: (i) Without the prior written consent Solicit any employee or consultant of the Company to cease providing services to the Company, or to join another Company and thereby provide a reduced level of service to the Company; and (ii) Solicit any customer of the Company to reduce the amount of business the customer does with the Company. (iii) Should Executive breach this Section 17 at any time, the Company shall be entitled to cease making any and all payments to Executive. (b) During Executive's employment with the Company and continuing through and until the date that is one (1) year from the Separation Date, Executive shall not, during the period of employment with the Company, directly or indirectly, invest or engage in or have any interest in any sole proprietorship, partnership, corporation or business or any other person or entity (whether as an employee, officer, director, partner, agent, security holder, creditor, consultant or otherwise) that is Competitive directly or indirectly (as defined hereinor through any affiliated entity) engages in competition with the Business 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 Executive's employment and in the geographic areas in which the Company operated or was actively planning on operating as of date of termination of Executive's employment); provided, that such provision shall not apply to the Executive's ownership of common stock of the Company or accept employment or render services to a Competitor (the acquisition by Executive, solely as defined herein) of the Company as a directoran investment, officer, agent, employee or consultant or solicit or attempt to solicit or accept business that is Competitive with the Business of the Company, except that Executive may own up to five percent (5%) of any outstanding class of securities of any company issuer that is registered under Section 12 of the Securities Exchange Act of 1934, as amended; provided, however, the Company acknowledges that Executive currently engages in a number of activities set forth on Exhibit B as long as such permitted activities do not have a material adverse effect on the Executive’s performance 12(b) or this Agreement. (ii12(g) Without the prior written consent of the Company and upon any termination of Executive’s employment with the Company and for a period of twelve (12) months thereafter, Executive shall not, either directly or indirectly, (x) invest or engage in any business that is Competitive (as defined herein) with the Business of the Company, except that Executive may own up to five percent (5%) of any outstanding class of securities of any company registered under Section 12 of the Securities Exchange Act of 1934, as amended, (y) accept employment with and that are listed or render services to a Competitor admitted for trading on any United States national securities exchange or that are quoted on the National Association of the Company as a director, officer, agent, employee or consultant unless he is serving in a capacity that has no relationship to that portion of the Competitor’s business that is Competitive with the Business of the Company, or (z) solicit, attempt to solicit or accept business Competitive with the Business of the Company from any of the customers of the Company at the time of his termination or within twelve (12) months prior thereto or from any person or entity whose business the Company was soliciting at such time. (iii) Upon termination of his employment with the Company, and for a period of twelve (12) months thereafter, Executive shall not, either directly or indirectly, engage, hire, employ or solicit in any manner whatsoever the employment of an employee of the Company. (iv) For purposes of this Agreement, a business or activity is in “Competition” or “Competitive” with the Business of the Company if it involves, and a person or entity is a “Competitor”, if that person or entity is engaged in, or about to become engaged in, the research, development, design, manufacturing, marketing or selling of a specific product or technology that resembles, competes, or is designed to compete, with, or has applications similar to any product or technology for which the Company has obtained or applied for a patent or made disclosuresSecurities Dealers Automated Quotations System, or any product similar system or technology involving any other proprietary research or development engaged automated dissemination of quotations of securities prices in common use, so long as Executive does not control, acquire a controlling interest in or conducted by the Company during the Term become a member of Executive’s employment with the Companya group which exercises direct or indirect control or, more than five percent of any class of capital stock of such corporation.

Non-Solicitation and Non-Competition. Executive (a) In consideration of the payments and promises provided under this Agreement, the Company agree that the Company would suffer irreparable harm and incur substantial damage if Executive were to enter into Competition (as defined herein) with the Company. Therefore, in order for the Company to protect its legitimate business interestssufficiency of which is expressly acknowledged, Executive agrees as follows: that for the twelve (i) Without 12)-month period following the Date of Retirement she shall not, without the prior written consent of the Company, Executive shall not, during the period of employment with the Company, directly or indirectly, invest (i) induce, entice or engage in solicit (or attempt to induce, entice or solicit) any business that person who is Competitive (as defined herein) with the Business an employee of the Company or accept any of its Affiliates or Ventures to leave the employment or render services to a Competitor (as defined herein) of the Company as a directoror any of its Affiliates or Ventures, officer, agent, employee or consultant or (ii) solicit or attempt to solicit the business of any acquisition prospect of the Company or accept any of its Affiliates or Ventures with whom Executive had any actual contact while employed by the Company or any of its Affiliates, or (iii) hire, engage, employ or assist any third party in hiring, engaging or employing any person who is at such time (or was at any time within six (6) months prior to the date of such employment or engagement) employed or engaged by the Company or any of its Affiliates or Ventures as an employee, agent, representative, consultant or independent contractor to perform any work or render any service similar or related to that provided by such person to the Company or any of its Affiliates or Ventures. The provisions of this Paragraph 7(a) shall not prohibit Executive from speaking with persons who respond to general advertisements or who contact a business with which Executive is affiliated through an independent recruiting firm that has not been directed to solicit interest from any person who is Competitive with the Business an employee of the Company, except that Executive may own up to five percent (5%) any of any outstanding class of securities of any company registered under Section 12 of the Securities Exchange Act of 1934, as amended; provided, however, the Company acknowledges that Executive currently engages in a number of activities set forth on Exhibit B as long as such permitted activities do not have a material adverse effect on the Executive’s performance its Affiliates or this AgreementVentures. (iib) Without In consideration of the payments and promises provided under this Agreement, the sufficiency of which is expressly acknowledged, Executive agrees that for the twelve (12)-month period following the Date of Retirement she will not, without the prior written consent of the Company and upon any termination of Executive(which consent may be granted or withheld in the Company’s employment sole discretion), acting alone or in conjunction with the Company and for a period of twelve (12) months thereafter, Executive shall notothers, either directly or indirectly, (x) invest or engage in any business that is Competitive (as defined herein) in competition with the Business of the Company, except that Executive may own up to five percent (5%) of any outstanding class of securities of any company registered under Section 12 of the Securities Exchange Act of 1934, as amended, (y) an Affiliate or Venture or accept employment with or render services to a Competitor of the Company such business as a an officer, director, officer, agent, employee employee, independent contractor or consultant unless he is serving consultant, or otherwise engage in a capacity activities that has no relationship to that portion are in competition with the Company or an Affiliate. (c) In consideration of the Competitor’s payments and promises provided under this Agreement, the sufficiency of which is expressly acknowledged, Executive agrees that for the twelve (12)-month period following the Date of Retirement she will not perform any act, engage in any conduct or course of action or make or publish any adverse or untrue or misleading statement which has or may reasonably have the effect of demeaning the name or business that is Competitive with the Business reputation of the Company, the Company Releasees, an Affiliate or a Venture. Likewise, in consideration of the payments and promises provided under this Agreement, the sufficiency of which is expressly acknowledged, the Company agrees that for the twelve (z) solicit12)-month period following the Date of Retirement, attempt to solicit its President and elected Vice Presidents will not perform any act, engage in any conduct or accept course of action or make or publish any adverse or untrue or misleading statement which has or may reasonably have the effect of demeaning the name or business Competitive with the Business reputation of Executive or knowingly permit any other employee of the Company to do so. (d) The restrictions contained in subparagraphs (a) and (b) of this Paragraph 7 are geographically limited to areas or territories within the United States or in any foreign country where the Company or an Affiliate or a Venture engages (or has definite plans to engage) in operations or the marketing of its products or services on the Date of Retirement. (e) Executive acknowledges that she has received valuable consideration from any of the customers Company as provided in this Agreement for the release in Paragraph 4 and Exhibit A and the covenants and undertakings set forth in Paragraphs 5, 6 and 7, that the consideration provided by the Company gives rise to an interest of the Company at and its Affiliates and Ventures in restraining Executive from engaging in the time conduct described in Paragraphs 5, 6 and 7 of his termination this Agreement and that the restrictive covenants and undertakings are designed to enforce Executive’s consideration or within return promises under this Agreement. Additionally, Executive acknowledges that the restrictive covenants contain limitations as to time, geographical area, and scope of activity to be restrained that are reasonable and do not impose a greater restraint than is necessary to protect the Company’s relationship with its customers, goodwill or other legitimate business interests of the Company and its Affiliates and Ventures, including, but not limited to, the Company’s and its Affiliates’ and Ventures’ need to protect their Confidential Information. During the twelve (12) months prior thereto or from 12)-month period following the Date of Retirement, the Company may notify any person or entity whose business the Company was soliciting at such time. (iii) Upon termination employing or contracting with Executive or evidencing an intention of his employment employing or contracting with the Company, and for a period of twelve (12) months thereafter, Executive shall not, either directly or indirectly, engage, hire, employ or solicit in any manner whatsoever the employment of an employee of the Company. (iv) For purposes existence and provisions of this Agreement, a business or activity is in “Competition” or “Competitive” with the Business of the Company if it involves, and a person or entity is a “Competitor”, if that person or entity is engaged in, or about to become engaged in, the research, development, design, manufacturing, marketing or selling of a specific product or technology that resembles, competes, or is designed to compete, with, or has applications similar to any product or technology for which the Company has obtained or applied for a patent or made disclosures, or any product or technology involving any other proprietary research or development engaged in or conducted by the Company during the Term of Executive’s employment with the Company.

Non-Solicitation and Non-Competition. Executive (a) In consideration of the payments and promises provided under this Agreement, the Company agree that the Company would suffer irreparable harm and incur substantial damage if Executive were to enter into Competition (as defined herein) with the Company. Therefore, in order for the Company to protect its legitimate business interestssufficiency of which is expressly acknowledged, Executive agrees as follows: that for the twelve (i) Without 12)-month period following the Date of Resignation he shall not, without the prior written consent of the Company, Executive shall not, during the period of employment with the Company, directly or indirectly, invest (i) induce, entice or engage in solicit (or attempt to induce, entice or solicit) any business that person who is Competitive (as defined herein) with the Business an employee of the Company or accept any of its Affiliates or Ventures to leave the employment or render services to a Competitor (as defined herein) of the Company as a directoror any of its Affiliates or Ventures, officer, agent, employee or consultant or (ii) solicit or attempt to solicit the business of any acquisition prospect of the Company or accept any of its Affiliates or Ventures with whom Executive had any actual contact while employed by the Company or any of its Affiliates, or (iii) hire, engage, employ or assist any third party in hiring, engaging or employing any person who is at such time (or was at any time within six (6) months prior to the date of such employment or engagement) employed or engaged by the Company or any of its Affiliates or Ventures as an employee, agent, representative, consultant or independent contractor to perform any work or render any service similar or related to that provided by such person to the Company or any of its Affiliates or Ventures. The provisions of this Paragraph 9(a) shall not prohibit Executive from speaking with persons who respond to general advertisements or who contact a business with which Executive is affiliated through an independent recruiting firm that has not been directed to solicit interest from any person who is Competitive with the Business an employee of the Company, except that Executive may own up to five percent (5%) any of any outstanding class of securities of any company registered under Section 12 of the Securities Exchange Act of 1934, as amended; provided, however, the Company acknowledges that Executive currently engages in a number of activities set forth on Exhibit B as long as such permitted activities do not have a material adverse effect on the Executive’s performance its Affiliates or this AgreementVentures. (iib) Without In consideration of the payments and promises provided under this Agreement, the sufficiency of which is expressly acknowledged, Executive agrees that for the twelve (12)-month period following the Date of Resignation he will not, without the prior written consent of the Company and upon any termination of Executive(which consent may be granted or withheld in the Company’s employment sole discretion), acting alone or in conjunction with the Company and for a period of twelve (12) months thereafter, Executive shall notothers, either directly or indirectly, (x) invest or engage in any business that is Competitive (as defined herein) in competition with the Business of the Company, except that Executive may own up to five percent (5%) of any outstanding class of securities of any company registered under Section 12 of the Securities Exchange Act of 1934, as amended, (y) Company or an Affiliate or accept employment with or render services to a Competitor of the Company such business as a director, an officer, agent, employee employee, independent contractor or consultant unless he is serving consultant, or otherwise engage in a capacity activities that has no relationship to that portion are in competition with the Company or an Affiliate. (c) In consideration of the Competitor’s payments and promises provided under this Agreement, the sufficiency of which is expressly acknowledged, Executive agrees that for the twelve (12)-month period following the Date of Resignation he will not perform any act, engage in any conduct or course of action or make or publish any adverse or untrue or misleading statement which has or may reasonably have the effect of demeaning the name or business that is Competitive with the Business reputation of the Company, the Releasees, an Affiliate or a Venture; provided, however, the foregoing restrictions in this Paragraph 9(c) shall not apply to any factual statements or other circumstances which are generally known to the public. (zd) solicitThe restrictions contained in subparagraphs (a) and (b) of this Paragraph 9 are limited to a 50-mile radius around any geographical area in which the Company or an Affiliate or a Venture engages (or has definite plans to engage) in operations or the marketing of its products or services on the Date of Resignation. (e) Executive acknowledges that he has received valuable consideration from the Company as provided in this Agreement for the covenants and undertakings set forth in Paragraphs 7, attempt 8 and 9, that the consideration provided by the Company gives rise to solicit or accept business Competitive with the Business an interest of the Company and its Affiliates and Ventures in restraining Executive from any engaging in the conduct described in Paragraphs 7, 8 and 9 of this Agreement and that the customers restrictive covenants and undertakings are designed to enforce Executive’s consideration or return promises under this Agreement. Additionally, Executive acknowledges that the restrictive covenants contain limitations as to time, geographical area, and scope of activity to be restrained that are reasonable and do not impose a greater restraint than is necessary to protect the Company’s relationship with its customers, goodwill or other legitimate business interests of the Company at and its Affiliates and Ventures, including, but not limited to, the time of his termination or within twelve (12) months prior thereto or from Company’s and its Affiliates’ and Ventures’ need to protect their Confidential Information. The Company may notify any person or entity whose business the Company was soliciting at such time. (iii) Upon termination employing or contracting with Executive or evidencing an intention of his employment employing or contracting with the Company, and for a period of twelve (12) months thereafter, Executive shall not, either directly or indirectly, engage, hire, employ or solicit in any manner whatsoever the employment of an employee of the Company. (iv) For purposes existence and provisions of this Agreement, a business or activity is in “Competition” or “Competitive” with the Business of the Company if it involves, and a person or entity is a “Competitor”, if that person or entity is engaged in, or about to become engaged in, the research, development, design, manufacturing, marketing or selling of a specific product or technology that resembles, competes, or is designed to compete, with, or has applications similar to any product or technology for which the Company has obtained or applied for a patent or made disclosures, or any product or technology involving any other proprietary research or development engaged in or conducted by the Company during the Term of Executive’s employment with the Company.

Non-Solicitation and Non-Competition. Executive and the Company agree that the Company would suffer irreparable harm and incur substantial damage if Executive were to enter into Competition (as defined herein) with the Company. Therefore, in order for the Company to protect its legitimate business interests, Executive agrees as follows: (i) Without the prior written consent of the Company, Executive shall not, during the period of employment with the Company, directly or indirectly, invest or engage in any business that is Competitive (as defined herein) with the Business of the Company or accept employment or render services to a Competitor (as defined herein) of the Company as a director, officer, agent, employee or consultant or solicit or attempt to solicit or accept business that is Competitive with the Business of the Company, except that Executive may own up to five percent (5%) of any outstanding class of securities of any company registered under Section 12 of the Securities Exchange Act of 1934, as amended; provided, however, the Company acknowledges that Executive currently engages in a number of activities set forth on Exhibit B as long as such permitted activities do not have a material adverse effect on the Executive’s 's performance or this Agreement. (ii) Without the prior written consent of the Company and upon any termination of Executive’s 's employment with the Company and for a period of twelve (12) months thereafter, Executive shall not, either directly or indirectly, (x) invest or engage in any business that is Competitive (as defined herein) with the Business of the Company, except that Executive may own up to five percent (5%) of any outstanding class of securities of any company registered under Section 12 of the Securities Exchange Act of 1934, as amended, (y) accept employment with or render services to a Competitor of the Company as a director, officer, agent, employee or consultant unless he is serving in a capacity that has no relationship to that portion of the Competitor’s 's business that is Competitive with the Business of the Company, or (z) solicit, attempt to solicit or accept business Competitive with the Business of the Company from any of the customers of the Company at the time of his termination or within twelve (12) months prior thereto or from any person or entity whose business the Company was soliciting at such time. (iii) Upon termination of his employment with the Company, and for a period of twelve (12) months thereafter, Executive shall not, either directly or indirectly, engage, hire, employ or solicit in any manner whatsoever the employment of an employee of the Company. (iv) For purposes of this Agreement, a business or activity is in “"Competition” " or “"Competitive” " with the Business of the Company if it involves, and a person or entity is a “"Competitor”", if that person or entity is engaged in, or about to become engaged in, the research, development, design, manufacturing, marketing or selling of a specific product or technology that resembles, competes, or is designed to compete, with, or has applications similar to any product or technology for which the Company has obtained or applied for a patent or made disclosures, or any product or technology involving any other proprietary research or development engaged in or conducted by the Company during the Term of Executive’s 's employment with the Company.

Non-Solicitation and Non-Competition. Executive (a) In consideration of the payments and promises provided under this agreement, the Company agree sufficiency of which is expressly acknowledged, Xx. Xxxx agrees that the Company would suffer irreparable harm and incur substantial damage if Executive were to enter into Competition (as defined herein) with the Company. Therefore, in order for the Company to protect its legitimate business intereststwelve (12) month period following the Termination Date he shall not, Executive agrees as follows: (i) Without without the prior written consent of the Company, Executive shall not, during the period of employment with the Company, directly or indirectly, invest (i) hire or induce, entice or solicit (or attempt to induce, entice or solicit) any employee of the Company or any of its Affiliates or ventures to leave the employment of the Company or any of its Affiliates or ventures or (ii) solicit or attempt to solicit the business of any customer or acquisition prospect of the Company or any of its Affiliates or ventures with whom Xx. Xxxx had any actual contact while employed by the Company or any of its Affiliates. (b) Additionally, in consideration of the payments and promises provided under this Agreement, the sufficiency of which is expressly acknowledged, Xx. Xxxx agrees that for the twelve (12) month period following the Termination Date he will not, without the prior written consent of the Company, acting alone or in conjunction with others, either directly or indirectly, engage in any business that is Competitive (as defined herein) in competition with the Business of the Company or accept employment an Affiliate or render services to a Competitor (as defined herein) of the Company as a director, officer, agent, employee or consultant or solicit or attempt to solicit or accept business that is Competitive with the Business of the Company, except that Executive may own up to five percent (5%) of any outstanding class of securities of any company registered under Section 12 of the Securities Exchange Act of 1934, as amended; provided, however, the Company acknowledges that Executive currently engages in a number of activities set forth on Exhibit B as long as such permitted activities do not have a material adverse effect on the Executive’s performance or this Agreement. (ii) Without the prior written consent of the Company and upon any termination of Executive’s employment with the Company and for a period of twelve (12) months thereafter, Executive shall not, either directly or indirectly, (x) invest or engage in any business that is Competitive (as defined herein) with the Business of the Company, except that Executive may own up to five percent (5%) of any outstanding class of securities of any company registered under Section 12 of the Securities Exchange Act of 1934, as amended, (y) accept employment with or render services at a comparable level of responsibility to such a Competitor of the Company business as a director, an officer, agent, employee employee, independent contractor or consultant unless he is serving consultant, or otherwise engage in a capacity activities that has no relationship are in competition with the Company or an Affiliate. The foregoing restriction shall not apply to that portion the ownership by Xx. Xxxx of the Competitor’s business that shares of a company the stock of which is Competitive with the Business traded either on a national or regional stock exchange where Xx. Xxxx and any related party owns less than 5% (Five Percent) of the Company, or (z) solicit, attempt to solicit or accept business Competitive with the Business of the Company from any of the customers of the Company at the time of his termination or within twelve (12) months prior thereto or from any person or entity whose business the Company was soliciting at such timecompany. (iiic) Upon termination The restrictions contained in this Paragraph 7 are limited to a 50-mile radius around any geographical area in which the Company or an Affiliate engages (or has definite plans to engage) in operations or the marketing of his employment with its products or services on the Company, and for a period of twelve (12) months thereafter, Executive shall not, either directly or indirectly, engage, hire, employ or solicit in any manner whatsoever the employment of an employee of the CompanyTermination Date. (ivd) For purposes Xx. Xxxx acknowledges that the restrictive covenants under this Agreement, for which Xx. Xxxx received valuable consideration from the Company as provided in this Agreement, are ancillary to otherwise enforceable provisions of this Agreement, a business or activity is in “Competition” or “Competitive” with that the Business consideration provided by the Company gives rise to the interest of the Company if it involvesand its Affiliates in restraining Xx. Xxxx from competing and that the restrictive covenants are designed to enforce Xx. Xxxx’x consideration or return promises under this Agreement. Additionally, Xx. Xxxx acknowledges that these restrictive covenants contain limitations as to time, geographical area, and scope of activity to be restrained that are reasonable and do not impose a person greater restraint than is necessary to protect the goodwill or entity is a “Competitor”other legitimate business interests of the Company and its Affiliates, if that person or entity is engaged inincluding, or about to become engaged inbut not limited to, the researchCompany’s and its Affiliates’ need to protect their Confidential Information. Xx. Xxxx expressly acknowledges and agrees that in the event the that he has breached any of the restrictive covenants provided under this Agreement, developmentany payments otherwise due and owing pursuant to Paragraph 1 above and all outstanding Options shall be cancelled. Xx. Xxxx further expressly agrees that the Company shall have the right, designin its sole discretion, manufacturing, marketing to suspend any such payment or selling benefit while an allegation that any of the restrictive covenants set forth above have been breached is under investigation and agrees that this Agreement shall act as a specific product or technology that resembles, competes, or is designed complete bar to compete, with, or has applications similar his entitlement to any product legal, equitable or technology for which administrative remedy based upon any forfeiture, cancellation or suspension pursuant to this subparagraph (d). Xx. Xxxx further agrees that if the Company determines that he has obtained breached under any of the restrictive covenants set forth in this Agreement, he shall repay to the Company, within thirty (30) days of receipt of written demand for repayment, 100% of the value of any Award that became vested on the Termination Date pursuant to Paragraph 2 above, including the proceeds of any such Option exercised on or applied for a patent or made disclosuresafter March 31, or any product or technology involving any other proprietary research or development engaged in or conducted 2011. In the event that legal action is taken by the Company during to enforce this repayment obligation, the Term Company shall be entitled to the amount of Executivethe repayment obligation, interest on the unpaid amount, costs and attorney’s employment fees. (e) Xx. Xxxx hereby resigns from any and all officer and/or director positions and any such other appointed or elected positions he may hold with the CompanyCompany and its Affiliates, effective on the Termination Date.

Non-Solicitation and Non-Competition. (a) For consideration provided under this Agreement, including, but not limited to the Company’s agreement to provide Executive and with Confidential Information regarding the Company agree that the Company would suffer irreparable harm and incur substantial damage if Executive were to enter into Competition (as defined herein) with the Company. Therefore, in order for the Company to protect its legitimate business interestsrespective businesses, Executive agrees as follows: that while employed by the Company or an Affiliate and for twenty-four (24) months following a Separation from Service during the term of this Agreement he shall not, without the prior written consent of the General Counsel, directly or indirectly, (i) Without hire or induce, entice or solicit (or attempt to induce, entice or solicit) any employee of the Company or any of its Affiliates or ventures to leave the employment of the Company or any of its Affiliates or ventures or (ii) solicit or attempt to solicit the business of any customer or acquisition prospect of the Company or any of its Affiliates or ventures with whom Executive had any actual contact or Confidential Information about, in any such case while employed by the Company or an Affiliate. (b) Additionally, for consideration provided under this Agreement, including, but not limited to the Company’s agreement to provide Executive with Confidential Information regarding the Company and its respective businesses, Executive agrees that while employed by the Company or an Affiliate and for twenty-four (24) months following a Covered Termination he will not, without the prior written consent of the Company, Executive shall notacting alone or in conjunction with others, during the period of employment with the Company, either directly or indirectly, invest or engage in any business that is Competitive (as defined herein) in competition with the Business of the Company or accept employment an Affiliate or render services to a Competitor (as defined herein) of the Company as a director, officer, agent, employee or consultant or solicit or attempt to solicit or accept business that is Competitive with the Business of the Company, except that Executive may own up to five percent (5%) of any outstanding class of securities of any company registered under Section 12 of the Securities Exchange Act of 1934, as amended; provided, however, the Company acknowledges that Executive currently engages in a number of activities set forth on Exhibit B as long as such permitted activities do not have a material adverse effect on the Executive’s performance or this Agreement. (ii) Without the prior written consent of the Company and upon any termination of Executive’s employment with the Company and for a period of twelve (12) months thereafter, Executive shall not, either directly or indirectly, (x) invest or engage in any business that is Competitive (as defined herein) with the Business of the Company, except that Executive may own up to five percent (5%) of any outstanding class of securities of any company registered under Section 12 of the Securities Exchange Act of 1934, as amended, (y) accept employment with or render services at a comparable level of responsibility to such a Competitor of the Company business as a director, an officer, agent, employee employee, independent contractor or consultant unless he is serving consultant, or otherwise engage in a capacity activities that are in competition with the Company or an Affiliate. (c) The restrictions contained in this Section 8 are limited to areas or territories within the United States and in any foreign country in which the Company or an Affiliate engages (or has no relationship definite plans to engage) in operations or the marketing of its products or services at the time of Executive’s Separation from Service. (d) Executive acknowledges that portion these restrictive covenants under this Agreement, for which Executive received valuable consideration from the Company as provided in this Agreement, including, but not limited to the Company’s agreement to provide Executive with Confidential Information regarding the Company and its respective businesses, are ancillary to otherwise enforceable provisions of this Agreement, that the consideration provided by the Company gives rise to the interest of each of the CompetitorCompany in restraining Executive from competing and that the restrictive covenants are designed to enforce Executive’s consideration or return promises under this Agreement. Additionally, Executive acknowledges that these restrictive covenants contain limitations as to time, geographical area, and scope of activity to be restrained that are reasonable and do not impose a greater restraint than is necessary to protect the goodwill or other legitimate business that is Competitive with the Business interests of the Company, including, but not limited to, the Company’s need to protect its Confidential Information. Executive further acknowledges that a violation on Executive’s part of any of the restrictive covenants contained in Section 6 or this Section 8 of this Agreement would cause immeasurable and irreparable damage to the Company. Accordingly, Executive agrees that, in addition to any other remedy the Company may have for any such violation: (z1) solicitthe Company shall be entitled to injunctive relief in any court of competent jurisdiction for any actual or threatened violation of any such covenant in addition to any other remedies it may have; and (2) in addition, attempt to solicit or accept business Competitive with if the Business General Counsel of the Company from any of the customers of the Company at the time of his termination (or within twelve (12) months prior thereto or from any person or entity whose business the Company was soliciting at such time. (iii) Upon termination of his employment with the Company, and for a period of twelve (12) months thereafter, Executive shall not, either directly or indirectly, engage, hire, employ or solicit in any manner whatsoever the employment of an employee other similarly situated senior executive of the Company. (iv) For purposes reasonably and in good faith determines that Executive has materially breached any of these restrictive covenants contained in this Agreement, a business or activity is in “Competition” or “Competitive” with the Business Section 8 of the Company Agreement during the applicable period in which they are in effect, after written notice to Executive of such determination and a ten (10) day opportunity to cure such breach (if it involvesthe General Counsel determines in good faith that such breach is curable), if such breach is not so cured to the reasonable satisfaction of the General Counsel, then Executive shall be required to promptly repay all net after-tax cash amounts previously paid under this Agreement to Executive, and a person Executive shall forfeit any Equity Awards he or entity is a “Competitor”, if that person or entity is engaged in, or about to become engaged in, the research, development, design, manufacturing, marketing or selling of a specific product or technology that resembles, competes, or is designed to compete, with, or has applications similar to any product or technology for which the Company has obtained or applied for a patent or made disclosures, or any product or technology involving any other proprietary research or development engaged in or conducted by the Company during the Term of Executive’s employment with the Companyshe may then hold.

Non-Solicitation and Non-Competition. Executive and the Company agree that the Company would suffer irreparable harm and incur substantial damage if Executive were As a material inducement to enter into Competition (as defined herein) with the Company. Therefore, in order for the Company to employ the Employee, and in order to protect its legitimate business intereststhe Company's proprietary information and good will, Executive the Employee agrees as followsto the following: (i) Without the prior written consent of the Company, Executive shall not, during the period of employment with the Company, directly or indirectly, invest or engage in any business that is Competitive (as defined herein) with the Business of the Company or accept employment or render services to a Competitor (as defined herein) of the Company as a director, officer, agent, employee or consultant or solicit or attempt to solicit or accept business that is Competitive with the Business of the Company, except that Executive may own up to five percent (5%) of any outstanding class of securities of any company registered under Section 12 of the Securities Exchange Act of 1934, as amended; provided, however, the Company acknowledges that Executive currently engages in a number of activities set forth on Exhibit B as long as such permitted activities do not have a material adverse effect on the Executive’s performance or this Agreement. (ii) Without the prior written consent of the Company and upon any termination of Executive’s employment with the Company and for For a period of twelve (12) months thereafterafter termination of employment with the Company or its present or future affiliates for any reason, Executive shall notwhether with or without cause, either Employee will not directly or indirectly, (x) invest or engage in any business that is Competitive (as defined herein) with the Business of the Company, except that Executive may own up to five percent (5%) of any outstanding class of securities of any company registered under Section 12 of the Securities Exchange Act of 1934, as amended, (y) accept employment with or render services to a Competitor of the Company as a director, officer, agent, employee or consultant unless he is serving in a capacity that has no relationship to that portion of the Competitor’s business that is Competitive with the Business of the Company, or (z) solicit, attempt to indirectly solicit or accept business Competitive with the Business of the Company relating to Competing Products from any of the customers or accounts of the Company at the time with which Employee had any contact as a result of his termination or within twelve (12) months prior thereto or from any person or entity whose business the Company was soliciting at such timeemployment. (iiiii) Upon termination of his employment with the Company, and for For a period of twelve (12) months thereafterafter termination of employment with the Company or its present or future affiliates for any reason, Executive shall notwhether with or without cause, either the Employee will not render services, directly or indirectly, engageas an employee, hireconsultant or otherwise, employ to any Competing Organization in connection with research on or the acquisition, development, production, distribution, marketing, or providing of any Competing Product. (iii) For a period of twelve (12) months after termination of employment with the Company or its present or future affiliates for any reason, whether with or without cause, Employee will not recruit or otherwise solicit in any manner whatsoever the employment of an employee or induce employees or consultants of the CompanyCompany or its present or future affiliates to terminate their employment with, or otherwise cease their relationships with, the Company or any such affiliates. (iv) For purposes a period of this Agreement, a business or activity is in “Competition” or “Competitive” with the Business twelve (12) months after termination of the Company if it involves, and a person or entity is a “Competitor”, if that person or entity is engaged in, or about to become engaged in, the research, development, design, manufacturing, marketing or selling of a specific product or technology that resembles, competes, or is designed to compete, with, or has applications similar to any product or technology for which the Company has obtained or applied for a patent or made disclosures, or any product or technology involving any other proprietary research or development engaged in or conducted by the Company during the Term of Executive’s employment with the Company or its present or future affiliates for any reason, whether with or without cause, Employee will not directly or indirectly induce or attempt to induce a customer, prospective customer, supplier, agent, vendor, contractor, subcontractor, developer, employee or consultant to terminate or not enter into any contract with the Company or its present or future affiliates. Employee agrees that the restrictions set forth in this Section 6 are fair and reasonable and are reasonably required for the protection of the interests of the Company. However, should an arbitrator or court nonetheless determine at a later date that such restrictions are unreasonable in light of the circumstances as they then exist, then Employee agrees that this Section shall be construed in such a manner as to impose on Employee such restrictions as may then be reasonable and sufficient to assure Company of the intended benefits of this Section.