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

Non-Solicitation and Non-Competition. Executive covenants and agrees that, during the period of his employment and for a period of thirty-six (36) months after Executive's last day of employment with Soffe (the "Restricted Period"), regardless of the manner or cause of his termination of employment with Soffe, he will not, for himself or on behalf of any Third Party, directly or indirectly: (a) sell, market or distribute any Products (as hereafter defined) or seek to sell or solicit the opportunity to sell any Products (either on behalf of himself or directly or indirectly on behalf of or in association with any Third Party) to any of the Company's Customers (as defined below) anywhere in the Territory (as defined below). For purposes of this Agreement, the term "Customer" shall be limited to customers or accounts that fall within any of the following categories: (i) actual customers or accounts of the Company that Executive solicited, influenced, contacted, sold to, serviced or dealt with (collectively, "Solicited") at any time during the last thirty-six (36) months of his employment with the Company; (ii) in the event that the preceding subparagraph shall be determined by judicial action to be too broad, the following shall be substituted in its place: actual customers or accounts of the Company that Executive solicited, influenced, contacted, sold to, serviced or dealt with (collectively, "Solicited") at any time during the last twelve (12) months of his employment with the Company; (iii) actual customers or accounts of the Company about whom Executive has had access to financial or other confidential information; (iv) actual customers or accounts of the Company with whom Executive communicated on behalf of the Company personally or in combination with others; (v) actual customers or accounts of the Company for whom Executive played a significant role in the provision of goods on behalf of the Company; and/or (vi) customers or accounts whom Executive knows to have been Solicited by or on behalf of the Company during the twelve-month period prior to the termination of Executive's employment. Notwithstanding the foregoing, a person or entity shall not be deemed to be included within the definition of "Customer" unless such person or entity has purchased goods or supplies from the Company during the one-year period ending on the last day of Executive's employment with the Company.

Non-Solicitation and Non-Competition. (a) During his employment with the Company and for a period of six months from the date of the Executive’s termination of employment hereunder for any reason, the Executive covenants will not provide services, in any capacity, whether as an employee, consultant, independent contractor, owner, partner, shareholder, director, or otherwise, to any person or entity that provides products or services that compete with any present or planned business of the Company and agrees any affiliate of the Company over which the Executive has or had during the six (6) months prior to the date of termination direct operating responsibility (an “Operational Affiliate”) (it being understood that, during the period of the Executive’s service on the Management Board of AXA, the Executive shall be considered to have direct operating responsibility over AXA and its controlled affiliates and that notwithstanding anything contained herein to the contrary, once he ceases to serve on the Management Board of AXA, he shall no longer be considered to have such direct operating responsibility solely by reason of his employment service on the Management Board of AXA); provided that, nothing herein shall prevent the Executive from being a passive owner of not more than 5% of the outstanding equity of any class of securities of an entity that is publicly traded and that owns or may acquire any corporation or business that competes with the Company or any of its affiliates. A “planned business” for purposes of the preceding sentence shall mean a business: (i) that the Executive is aware that the Company or an Operational Affiliate plans to enter within six months after the date of the termination of his employment, (ii) that is material to the entity that plans to enter such business, and (iii) in which such entity has invested material resources (including time of senior management) in preparation for launch. (b) For a period of thirty-six (36) months after Executive's last day of employment with Soffe (one year following the "Restricted Period"), regardless termination of the manner or cause of his termination of Executive’s employment with Soffefor any reason, he the Executive will not, for himself not solicit (whether directly or on his behalf through his instruction to any other person or entity) the business of any Third Party, directly customer or indirectly: (a) sell, market or distribute any Products (as hereafter defined) or seek to sell or solicit the opportunity to sell any Products (either on behalf of himself or directly or indirectly on behalf of or in association with any Third Party) to any of the Company's Customers (as defined below) anywhere in the Territory (as defined below). For purposes of this Agreement, the term "Customer" shall be limited to customers or accounts that fall within any of the following categories: (i) actual customers or accounts prospective customer of the Company that Executive solicitedor any Operational Affiliate for any purpose other than to obtain, influenced, contacted, sold to, serviced maintain and/or service the customer’s business for the Company or dealt with (collectively, "Solicited") at any time during the last thirty-six (36) months of his employment with the Company;its affiliates. (iic) in For a period of one year following the event that termination of the preceding subparagraph shall be determined by judicial action to be too broadExecutive’s employment for any reason, the following shall be substituted in its place: actual customers Executive agrees not to (whether directly or accounts on his behalf through his instruction to any other person or entity) recruit, solicit or hire any employees of the Company that or any Operational Affiliate to work for the Executive solicited, influenced, contacted, sold to, serviced or dealt with (collectively, "Solicited") at any time during the last twelve (12) months of his employment with the Company; (iii) actual customers or accounts of the Company about whom Executive has had access to financial or other confidential information; (iv) actual customers or accounts of the Company with whom Executive communicated on behalf of the Company personally or in combination with others; (v) actual customers or accounts of the Company for whom Executive played a significant role in the provision of goods on behalf of the Company; and/or (vi) customers or accounts whom Executive knows to have been Solicited by or on behalf of the Company during the twelve-month period prior to the termination of Executive's employment. Notwithstanding the foregoing, a person or entity shall not be deemed to be included within the definition of "Customer" unless such person or entity has purchased goods or supplies from the Company during the one-year period ending on the last day of Executive's employment with the Companyentity.

Non-Solicitation and Non-Competition. a. Executive covenants acknowledges and recognizes the highly competitive nature of the businesses of the Company Group and accordingly agrees that, during as follows: (i) While Executive is performing services for the period of his employment Company Group and for a period of thirty-six (36) months after Executive's last day of employment with Soffe one year following the date Executive ceases to perform services for the Company Group for any reason (the "“Restricted Period"”), regardless of the manner or cause of his termination of employment with Soffe, he Executive will not, for himself whether on Executive’s own behalf or on behalf of or in conjunction with any Third Partyperson, firm, partnership, joint venture, association, corporation or other business organization, entity or enterprise whatsoever (“Person”) engaged in a Competitive Business, directly or indirectly solicit or assist in soliciting the business of any client or prospective client: (A) with whom Executive had personal contact or dealings on behalf of the Company Group during the one-year period preceding the Relevant Date (as defined below); (B) with whom employees reporting to Executive have had personal contact or dealings on behalf of the Company Group during the one-year period preceding the Relevant Date; or (C) for whom Executive had direct or indirect responsibility during the one-year period preceding the Relevant Date. For purposes of this Agreement, “Relevant Date” will mean (i) during the time Executive is performing services for the Company Group, the date on which such definition is being applied for purposes of interpreting this Section 8(a); and (ii) following any cessation of Executive’s service, the date of such cessation. (ii) During the Restricted Period, Executive will not directly or indirectly: (A) engage in any medical transcription processing services and dictation business, any medical speech recognition or natural language understanding technology, or other business that competes with the business of any member of the Company Group (including, without limitation, businesses which any member of the Company Group has specific plans to conduct in the future and as to which Executive is aware of such planning) (a “Competitive Business”) in any geographical area where any member of the Company Group manufactures, produces, sells, leases, rents, licenses or otherwise provides its products or services for a Competitive Business; provided, however, that it is expressly understood and agreed that where a Person or company is engaged in a Competitive Business, but has a department, division or business unit that is not engaged in a Competitive Business, Executive may take employment or provide services to such department, division or business unit and it shall not be construed as a violation of this Section 8(a), provided that Executive has no involvement with any portion of the business conducted by such Person or entity that is a Competitive Business; (B) enter the employ of, or render any services to, any Person (or any division or controlled or controlling affiliate of any Person) who or which engages in a Competitive Business; (C) acquire a financial interest in, or otherwise become actively involved with, any Competitive Business, directly or indirectly, as an individual, partner, shareholder, officer, director, principal, agent, trustee or consultant; or (D) interfere with, or attempt to interfere with, business relationships (whether formed before, on or after the date of this Agreement) between any member of the Company Group or any of their respective affiliates, customers, clients, suppliers or investors. (iii) Notwithstanding anything to the contrary in this Agreement, Executive may, directly or indirectly own, solely as an investment, securities of any Person engaged in the business of any member of the Company Group that are publicly traded on a national or regional stock exchange or on the over-the-counter market so long as Executive (i) is not a controlling person of, or a member of a group which controls, such person and (ii) does not, directly or indirectly, own 2% or more of any class of securities of such Person. (iv) During the Restricted Period, Executive will not, whether on Executive’s own behalf or on behalf of or in conjunction with any Person, directly or indirectly: (aA) sell, market solicit or distribute encourage any Products (as hereafter defined) or seek to sell or solicit the opportunity to sell employee of any Products (either on behalf of himself or directly or indirectly on behalf of or in association with any Third Party) to any of the Company's Customers (as defined below) anywhere in the Territory (as defined below). For purposes of this Agreement, the term "Customer" shall be limited to customers or accounts that fall within any of the following categories: (i) actual customers or accounts member of the Company that Executive solicited, influenced, contacted, sold to, serviced or dealt with (collectively, "Solicited") at any time during the last thirty-six (36) months of his employment with the Company;Group to leave employment; or (iiB) in the event that the preceding subparagraph shall be determined hire any Person who was employed by judicial action to be too broad, the following shall be substituted in its place: actual customers or accounts any member of the Company that Executive solicited, influenced, contacted, sold to, serviced Group as of the date of Executive’s cessation of service or dealt with (collectively, "Solicited") at who left the employment of any time during the last twelve (12) months of his employment with the Company; (iii) actual customers or accounts member of the Company about whom Executive has had access to financial or other confidential information; (iv) actual customers or accounts of the Company with whom Executive communicated on behalf of the Company personally or in combination with others; (v) actual customers or accounts of the Company for whom Executive played a significant role in the provision of goods on behalf of the Company; and/or (vi) customers or accounts whom Executive knows to have been Solicited by or on behalf of the Company during the twelve-month period prior to the termination of Executive's employment. Notwithstanding the foregoing, a person or entity shall not be deemed to be included within the definition of "Customer" unless such person or entity has purchased goods or supplies from the Company Group during the one-year period ending on preceding the last day Relevant Date. (v) During the Restricted Period, Executive will not, directly or indirectly, solicit or encourage to cease to work with any member of the Company Group any consultant then under contract with any member of the Company Group. b. It is expressly understood and agreed that although Executive and the Company consider the restrictions contained in this Section 7 to be reasonable, if a final judicial determination is made by a court of competent jurisdiction that the time or territory or any other restriction contained in this Agreement is an unenforceable restriction against Executive's employment with , the Companyprovisions of this Agreement shall not be rendered void but shall be deemed amended to apply as to such maximum time and territory and to such maximum extent as such court may judicially determine or indicate to be enforceable. Alternatively, if any court of competent jurisdiction finds that any restriction contained in this Agreement is unenforceable, and such restriction cannot be amended so as to make it enforceable, such finding shall not affect the enforceability of any of the other restrictions contained herein.

Non-Solicitation and Non-Competition. The receipt of any severance or other benefits pursuant to Section 4 will be subject to Executive covenants and agrees that, agreeing that during the period of his employment Agreement Term and for a period of thirty-six (36) months after Executive's last day of employment with Soffe (the "Restricted Continuance Period"), regardless of the manner or cause of his termination of employment with Soffe, he Executive will not, without the prior consent of the Company (i) solicit any employee of the Company (other than Executive’s personal assistant) for himself employment other than at the Company, or on behalf of any Third Party, directly or indirectly: (aii) sell, market or distribute any Products (as hereafter defined) or seek to sell or solicit the opportunity to sell any Products (either on behalf of himself or directly or indirectly engage in any business or activity in the same geographical market where a substantially similar business activity is being carried on behalf of or in association with by the Company, any Third Party) to any subsidiary of the Company's Customers , or any business in which the Company (or any subsidiary of the Company) has a material business (“Company Business”), including, but not limited to, representing or providing consulting services to any person or entity that is engaged in competition with a Company Business or that takes a position adverse to a Company Business. However, Executive’s ownership as defined below) anywhere a stockholder of an immaterial interest in the Territory (as defined belowa competing business which is publicly held will not constitute a breach of this Section 5(b). For purposes of this Agreement, the term "Customer" shall be limited to customers or accounts that fall within any of the following categories: (i) actual customers or accounts of the Company that Executive solicited, influenced, contacted, sold to, serviced or dealt with (collectively, "Solicited") at any time during the last thirty-six (36) months of his employment with the Company; (ii) in the event that the preceding subparagraph shall be determined by judicial action to be too broad, the following shall be substituted in its place: actual customers or accounts of the Company that Executive solicited, influenced, contacted, sold to, serviced or dealt with (collectively, "Solicited") at any time during the last twelve (12) months of his employment with the Company; (iii) actual customers or accounts of the Company about whom Executive has had access to financial or other confidential information; (iv) actual customers or accounts of the Company with whom Executive communicated on behalf of the Company personally or in combination with others; (v) actual customers or accounts of the Company for whom Executive played a significant role in the provision of goods on behalf of the Company; and/or (vi) customers or accounts whom Executive knows to have been Solicited by or on behalf of the Company during the twelve-month period prior to the termination of Executive's employment. Notwithstanding the foregoingprovision, a person company or entity shall not be deemed considered to be included competitive to the Company Business if any portion of its business, divisions, or product groups is engaged in or has taken concrete steps toward engaging in the business of providing development, sales, manufacturing services, software or installation and services for data networking, transport and backhaul products for communications service providers for use in wireline or wireless networks, either as being carried on or developed by the Company or its affiliates as of the date of the Executive’s termination and during the Continuance Period. For the purposes of this paragraph, and to eliminate any uncertainty, it is further specifically agreed that the following entities shall be considered as being competitive with the Company Business, without limitation: small independent system integrators that engage or participate in a competitive business with the Company Business; private and public companies that engage or participate in a competitive business with the Company Business, including but not limited to, Adtran, Inc., Audiocodes, Cisco Systems, Inc., Eastern Research, Inc., Lucent Technologies, Inc., Natural Microsystems, RAD, Sycamore Networks, Telco Systems, Inc., Tellabs, Inc., Zhone Technologies, Inc. (or any of their subsidiaries or affiliates controlled by or under common control with the respective entity or any business, division, or product group thereof); and such other companies or entities as identified in the Company’s SEC 10Q and 10K filings as being competitive with the Company Business during the Executive’s employment and within the definition of "Customer" unless such person or entity has purchased goods or supplies from the Company during the one-year period ending on the last day of Executive's employment with the CompanyContinuance Period.

Non-Solicitation and Non-Competition. Executive covenants (a) The Seller agrees that beginning on the date hereof and ending on the second (2nd) anniversary of the Closing Date, the Seller shall not, and shall not permit any of its Affiliates to solicit or hire any employee, consultant or independent contractor of the Company set forth on Schedule 6.12 (the “Restricted Persons”) or encourage any such Restricted Person to leave the service or employment of the Company or an Affiliate of the Company; provided, that (i) solicitation or hiring of Restricted Persons through the use of general advertisements in publications which advertisements do not target Restricted Persons or search firms that have not been directed by the Seller or any of its Affiliates to contact Restricted Persons shall not be prohibited by this sentence and (ii) the foregoing restrictions shall not restrict Seller or its Affiliates from hiring any Restricted Person who has not been employed by the Company or any of its Affiliates for six (6) months at the time of such hiring. (b) The Seller agrees that, that during the period of his employment beginning on the Closing Date and for a period of thirty-six ending on the second (362nd) months after Executive's last day of employment with Soffe (the "Restricted Period"), regardless anniversary of the manner or cause of his termination of employment with SoffeClosing Date, he will the Seller shall not, for himself and shall not permit any of its Affiliates to, engage in or assist others in engaging in any business whose primary business competes directly with the Business. Notwithstanding anything to the contrary, the foregoing shall not restrict or otherwise limit the ability of the Seller or any of its Affiliates to acquire an ownership, equity, or controlling interest in, or enter into any business relationship with, any business that at the time that the Seller or any of its Affiliates acquires such interest or enters into such relationship generates 15% or less of its revenues, on behalf an annual basis, from a business that competes with the Business. For the avoidance of doubt, (i) the Seller and its Affiliates may design, manufacture and sell products or services which are predominately “build to print” to customer designs and (ii) the Seller acknowledges that no Owned Intellectual Property is or will be used in the business of the Seller or any Third Party, directly or indirectly: of its Affiliates (a) sell, market or distribute any Products (as hereafter defined) or seek to sell or solicit other than the opportunity to sell any Products (either on behalf of himself or directly or indirectly on behalf of or in association with any Third Party) to any business of the Company's Customers ). (as defined belowc) anywhere in The Seller agrees that beginning on the Territory date hereof and ending on the second (as defined below). For purposes 2nd) anniversary of this Agreementthe Closing Date, the term "Customer" Seller shall be limited to customers or accounts that fall within not, and shall not permit any of its Affiliates to, knowingly take any action with the following categories: (i) actual customers purpose of inducing any Person that is or accounts was a customer or supplier of the Company that Executive solicited, influenced, contacted, sold to, serviced or dealt with (collectively, "Solicited") at any time during the last thirty-six (36) months of his employment with the Company; (ii) in the event that the preceding subparagraph shall be determined by judicial action to be too broad, the following shall be substituted in its place: actual customers or accounts of the Company that Executive solicited, influenced, contacted, sold to, serviced or dealt with (collectively, "Solicited") at any time during the last twelve (12) months of his employment with the Company; (iii) actual customers or accounts of the Company about whom Executive has had access to financial or other confidential information; (iv) actual customers or accounts of the Company with whom Executive communicated on behalf of the Company personally or in combination with others; (v) actual customers or accounts of the Company for whom Executive played a significant role in the provision of goods on behalf of the Company; and/or (vi) customers or accounts whom Executive knows to have been Solicited by or on behalf of the Company during the twelve-month period prior to the termination of Executive's employment. Notwithstanding the foregoing, a person or entity shall not be deemed to be included within the definition of "Customer" unless such person or entity has purchased goods or supplies from the Company during the onetwo-year period ending on preceding the last day date hereof to cease doing business with the Company or to materially reduce the amount of Executive's employment business that it does with the Company. (d) The Seller acknowledges that the restrictions contained in this Section 6.12 are reasonable and necessary to protect the legitimate interests of the Buyer and constitute a material inducement to the Buyer to enter into this Agreement and consummate the transactions contemplated by this Agreement. The covenants contained in this Section 6.12 and each provision hereof are severable and distinct covenants and provisions.

Non-Solicitation and Non-Competition. Executive covenants agrees, to the extent permitted by applicable law, that in the event the Executive receives severance pay or other benefits pursuant to Sections 3(a) and agrees that(b) above, during for the twelve (12) consecutive month period immediately following the date of Executive’s termination, Executive, as a condition to receipt of severance pay and benefits under Sections 3(a) and (b), will not (i) either directly or indirectly, solicit, induce, attempt to hire, recruit, encourage or take away any employee of the Company (or any affiliate of the Company) or cause an employee to leave his employment and either for a period of thirty-six Executive or for any other entity or person, (36ii) months after Executive's last day of employment with Soffe (the "Restricted Period"), regardless of the manner or cause of his termination of employment with Soffe, he will not, for himself Executive or on behalf of any Third Partyother person or entity, directly or indirectly: , whether for compensation or not, solicit, divert, or appropriate, for purposes of competing with the Company (a) sell, market or distribute any Products (as hereafter defined) or seek to sell or solicit the opportunity to sell any Products (either on behalf of himself or directly or indirectly on behalf of or in association with any Third Party) to any affiliate of the Company's Customers (as defined below) anywhere in the Territory (as defined below). For purposes of this Agreement, the term "Customer" shall be limited to any customers or accounts that fall within any of the following categories: (i) actual customers or accounts clients of the Company that Executive solicited, influenced, contacted, sold to, serviced (or dealt any affiliate of the Company) or any prospective customers or clients with respect to which the Company (collectively, "Solicited"or an affiliate of the Company) at any time has developed or made a sales presentation (or similar offering of products or services) during the last thirty-six (36) months of his employment with the Company; (ii) in the event that the preceding subparagraph shall be determined by judicial action to be too broad, the following shall be substituted in its place: actual customers or accounts of the Company that Executive solicited, influenced, contacted, sold to, serviced or dealt with (collectively, "Solicited") at any time during the last twelve (12) months of his employment with the Company; (iii) actual customers or accounts of the Company about whom Executive has had access to financial or other confidential information; (iv) actual customers or accounts of the Company with whom Executive communicated on behalf of the Company personally or in combination with others; (v) actual customers or accounts of the Company for whom Executive played a significant role in the provision of goods on behalf of the Company; and/or (vi) customers or accounts whom Executive knows to have been Solicited by or on behalf of the Company during the twelve-month period prior to Executive’s termination, or (iii) without the termination express written consent of Executive's employment. Notwithstanding the foregoingCompany, a person directly or indirectly engage in, enter the employ, have any ownership interest in, or participate in any entity shall that as of the date of involuntary termination, engages in the design, development, manufacture, production, marketing, sale or servicing of any product or the provision of any service that competes with any service offered by the Company or any product sold by the Company or under development by the Company; provided, however, that ownership of less than one percent (1%) of the outstanding stock of any publicly traded corporation will not be deemed to be included within violative of the definition restrictive covenant set forth in this paragraph. In the event Executive violates the provisions of "Customer" unless such person this paragraph, all severance pay and other benefits pursuant to Section 3 shall cease immediately. Notwithstanding the provisions of the preceding paragraph, if Executive becomes a permanent resident of the state of California and remains a resident through the date of termination, in lieu of the covenants in the above paragraph, Executive agrees, to the extent permitted by applicable law, that in the event the Executive receives severance pay or entity has purchased goods other benefits pursuant to Sections 3(a) and (b) above, for the twelve (12) consecutive month period immediately following the date of Executive’s termination, Executive, as a condition to receipt of severance pay and benefits under Sections 3(a) and (b), will not directly or supplies from indirectly, solicit, induce, recruit, any employee of the Company to leave his employment either for Executive or for any other entity or person. In the event Executive violates the provision in the preceding sentence, all severance pay and other benefits pursuant to Section 3 shall cease immediately. The covenants contained in this Section 4(b) hereof shall be construed as a series of separate covenants, one for each country, province, state, city or other political subdivision in which the Company currently engages in its business or, during the one-year period ending on term of this Agreement, becomes engaged in its business. Except for geographic coverage, each such separate covenant shall be deemed identical in terms to the last day covenant contained in this Section 4(b). If, in any judicial proceeding, a court refuses to enforce any of Executive's employment with such separate covenants (or any part thereof), then such unenforceable covenant (or such part) shall be eliminated from this Agreement to the Companyextent necessary to permit the remaining separate covenants (or portions thereof) to be enforced. In the event that the provisions of this Section 4(b) are deemed to exceed the time, geographic or scope limitations permitted by applicable law, then such provisions shall be reformed to the maximum time, geographic or scope limitations, as the case may be, permitted by applicable law.

Non-Solicitation and Non-Competition. Executive covenants and agrees that, during the period of his employment and for a period of thirty-six (36a) months after Executive's last day of employment with Soffe (the "Restricted Period"), regardless In consideration of the manner or cause payments and promises provided under this Agreement, the sufficiency of his termination of employment with Soffewhich is expressly acknowledged, Executive agrees that for the 12-month period following the Retirement Date he will shall not, for himself or on behalf without the prior written consent of any Third Partythe Company, directly or indirectly: , (ai) sellinduce, market or distribute any Products (as hereafter defined) or seek to sell entice or solicit (or attempt to induce, entice or solicit) any person who is an employee of the opportunity Company or any of its Affiliates or Ventures to sell leave the employment of the Company or any Products of its Affiliates or Ventures, (either on behalf ii) solicit or attempt to solicit the business of himself any acquisition prospect of the Company or directly any of its Affiliates or indirectly on behalf 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 association 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 11(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 Third Party) to any person who is an employee of the Company's Customers , any of its Affiliates or Ventures. (as defined belowb) anywhere in In consideration of the Territory (as defined below). For purposes of payments and promises provided under this Agreement, the term "Customer" sufficiency of which is expressly acknowledged, Executive agrees that for the 12-month period following the Retirement Date he shall be limited to customers or accounts that fall within any of not, without the following categories: (i) actual customers or accounts prior written consent of the Company (which consent may be granted or withheld in the Company’s sole discretion), acting alone or in conjunction with others, either directly or indirectly, engage in any business that Executive solicited, influenced, contacted, sold to, serviced or dealt with (collectively, "Solicited") at any time during the last thirty-six (36) months of his employment is in competition with the Company; (ii) in the event that the preceding subparagraph shall be determined by judicial action to be too broad, the following shall be substituted in its place: actual customers an Affiliate or accounts of the Company that Executive solicited, influenced, contacted, sold to, serviced Venture or dealt with (collectively, "Solicited") at any time during the last twelve (12) months of his accept employment with the Company; (iii) actual customers or accounts of the Company about whom Executive has had access render services to financial or other confidential information; (iv) actual customers or accounts of the Company with whom Executive communicated on behalf of the Company personally or such business in combination with others; (v) actual customers or accounts of the Company for whom Executive played a significant role in which Executive would perform the provision of goods on behalf of the Company; and/or (vi) customers same or accounts whom Executive knows to have been Solicited substantially similar activities or services as those performed by or on behalf of him for the Company during the twelvelast year of his employment. Executive understands and agrees that the foregoing covenant is not intended to restrict him from performing work in roles that are not directly competitive with the Company and/or that are not the same or substantially similar to the activities or services that he performed for the Company. (c) In consideration of the payments and promises provided under this Agreement, the sufficiency of which is expressly acknowledged, Executive agrees that for the 12-month period prior following the Retirement Date 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 termination best interests (economic or otherwise) of the Company, the Releasees, an Affiliate or a Venture. (d) The restrictions contained in subparagraph 11(b) 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 Retirement Date. (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 8, 9, 10 and 11, that the consideration provided by the Company gives rise to an interest of the Company and its Affiliates and Ventures in restraining Executive from engaging in the conduct described in Paragraphs 8, 9, 10 and 11 of this Agreement and that the restrictive covenants and undertakings are designed to enforce Executive's employment’s consideration or return promises under this Agreement. Notwithstanding Additionally, Executive acknowledges that the foregoingrestrictive 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. The Company may notify any person or entity shall not be deemed to be included within employing or contracting with Executive or evidencing an intention of employing or contracting with Executive of the definition existence and provisions of "Customer" unless such person or entity has purchased goods or supplies from the Company during the one-year period ending on the last day of Executive's employment with the Companythis Agreement.

Non-Solicitation and Non-Competition. Executive (a) Mr. XxXxxxxx xxxll not for a period beginning on the Termination Date and ending on October 31, 2001 directly or indirectly participate in soliciting, recruiting, or hiring any employees of the Company, and will not communicate to any other person or entity regarding the nature, quality or quantity of work or any special knowledge or personal characteristics of any person employed by the Company. The parties expressly agree that if Mr. XxXxxxxx xx contacted by a prospective employer of any employee Mr. XxXxxxxx xxxervised while at the Company, and is directly asked for a personal reference for such employee, Mr. XxXxxxxx xxx respond to such an inquiry, and such response will not constitute a violation of this Section 7, unless at the time such inquiry is made or such response is provided, Mr. XxXxxxxx xx employed by, or has an agreement to provide services to, the prospective employer. (b) Mr. XxXxxxxx xxxeby covenants and agrees that, during that for the period of his employment beginning on the Termination Date and for a period of thirty-six (36) months after Executive's last day of employment with Soffe (the "Restricted Period")ending on October 31, regardless of the manner or cause of his termination of employment with Soffe, 2001 he will not, for himself or on behalf without the prior written consent of any Third Party, directly or indirectly: (a) sell, market or distribute any Products (as hereafter defined) or seek to sell or solicit the opportunity to sell any Products (either on behalf of himself or directly or indirectly on behalf of or in association with any Third Party) to any Chief Executive Officer of the Company's Customers , which consent shall not be unreasonably withheld, engage in Competition (as defined below) anywhere in with the Territory (as defined below)Company. For purposes of this Agreement, the term "Customer" shall be limited to customers or accounts that fall within if Mr. XxXxxxxx xxxes any of the following categories: (i) actual customers actions he will be engaged in "Competition": engaging in or accounts carrying on, directly or indirectly, any enterprise, whether as an advisor, principal, agent, partner, sole-proprietor, officer, director, employee, stockholder, associate or consultant to any person, partnership, corporation or any other business entity, that is engaged in North America in the business of producing and marketing speciality chemicals or other products competitive with those of the Company and its affiliates; provided, however, that Executive solicited, influenced, contacted, sold to, serviced "Competition" will not include (a) the mere ownership of securities in any enterprise and exercise of rights appurtenant thereto or dealt with (collectively, "Solicited"b) at participation in management of any time during the last thirty-six (36) months of his employment enterprise or business operation thereof other than in connection with the Company; (ii) in the event competitive operation of such enterprise. Mr. XxXxxxxx xxxees that the preceding subparagraph shall be determined geographical application of this clause is justified by judicial action to be too broad, the following shall be substituted in its place: actual customers or accounts of the Company that Executive solicited, influenced, contacted, sold to, serviced or dealt with (collectively, "Solicited") at any time during the last twelve (12) months of his employment with the Company; (iii) actual customers or accounts of the Company about whom Executive has had access to financial or other confidential information; (iv) actual customers or accounts of the Company with whom Executive communicated on behalf of the Company personally or in combination with others; (v) actual customers or accounts of the Company for whom Executive played a significant role in the provision of goods on behalf international scope of the Company; and/or (vi) customers or accounts whom Executive knows to have been Solicited by or on behalf of the Company during the twelve-month period prior to the termination of Executive's employment. Notwithstanding the foregoing, a person or entity shall not be deemed to be included within the definition of "Customer" unless such person or entity has purchased goods or supplies from the Company during the one-year period ending on the last day of Executive's employment with the Companyoperations.

Non-Solicitation and Non-Competition. In further consideration of the compensation to be paid to Executive covenants hereunder, Executive acknowledges that during the course of Executive’s employment with the Company and its Affiliates Executive has and shall become familiar with the Company’s (and its Affiliates) trade secrets and with other Confidential Information concerning the Company and its Affiliates and that Executive’s services have been and shall be of special, unique and extraordinary value to the Company and its Affiliates, and, therefore, Executive agrees that, during the period of his employment and for a period of thirty-six (36) months after Executive's last day of employment with Soffe (the "Restricted Period"), regardless of the manner or cause of his termination of employment with Soffe, he will not, for himself or on behalf of any Third Party, directly or indirectly: (a) sellfrom the date of this Agreement and during the eighteen (18) months’ following the termination of Executive’s employment for any reason, market or distribute any Products (as hereafter defined) or seek to sell or solicit the opportunity to sell any Products (either on behalf of himself or Executive shall not directly or indirectly on behalf solicit or induce, attempt to solicit or induce or assist any person soliciting or inducing any employee of the Company or any of its Affiliates to leave the employ of the Company or such Affiliate, or in association any way interfere with the relationship between the Company or such Affiliate and any Third Partyemployee thereof; provided, however, that the foregoing shall not apply to (i) general solicitations for employment, including through search firms, that are not specifically directed at employees of the Company or any of its Affiliates, (ii) hiring any person who responds solely as a result of such general solicitations or contacts Executive on his or her own initiative without any direct or indirect solicitation or encouragement from Executive’s representatives and (iii) hiring any person whose employment with the Company or any of its Affiliates has ceased prior to any discussions with Executive with respect to prospective employment; (b) from the date of this Agreement and during the Restriction Period, without the prior written consent of the Company's Customers (as defined below) , Executive shall not, engage in, directly or indirectly, anywhere in the Territory Restricted Area (as defined below), any business or enterprise which distributes, provides, renders or sells products or services which compete with the business of Parent, the Company or any of its Affiliates (collectively, the “Restricted Business”); except that if a court or arbitrator finds that such definition of Restricted Business not necessary to protect legitimate business interests of the Company, the Restricted Business shall be defined to mean any business or enterprise which distributes, provides, renders or sells products or services which compete with the business of designing and distributing original equipment manufacturer, military or aftermarket suspension and related products; and (c) from the date of this Agreement and during the Restriction Period, Executive shall not in any way, directly or indirectly, for the purpose of engaging in any business that competes with the Restricted Business, call upon, solicit, advise, or otherwise do, or attempt to do, business with any customers, vendors or suppliers that were customers, vendors or suppliers of the Parent, the Company or any of its Affiliates (including its predecessors) within one year prior to the Executive’s termination date any individual Executive was either involved with (directly or indirectly) or about which Executive received Confidential Information (but in each case only as such solicitation or other contact relates to the Restricted Business), or induce or attempt to induce any such customer, vendor or supplier not to do business with the Parent, the Company or any of its Affiliates; and (d) Executive shall not make any negative or disparaging statements or communications about the Company or any of its Affiliates, or any of their respective directors, officers, employees or stockholders. Nothing in this Agreement prohibits, limits or restricts, or shall be construed to prohibit, limit or restrict, the Executive from making disclosures required by the SEC. For purposes of this Agreement, the term "Customer" shall be limited “engage in” (or variations thereof) means to customers or accounts that fall within any of the following categories: (i) actual customers or accounts of the Company that Executive solicitedown an interest in, influencedmanage, contactedoperate, sold join, control, lend money to, serviced or dealt with (collectively, "Solicited") at any time during the last thirty-six (36) months of his employment with the Company; (ii) in the event that the preceding subparagraph shall be determined by judicial action to be too broad, the following shall be substituted in its place: actual customers or accounts of the Company that Executive solicited, influenced, contacted, sold to, serviced or dealt with (collectively, "Solicited") at any time during the last twelve (12) months of his employment with the Company; (iii) actual customers or accounts of the Company about whom Executive has had access to render financial or other confidential information; (iv) actual customers assistance to, or accounts participate in or be connected with, either as an officer, employee, partner, member, stockholder, director, consultant and/or similar service provider capacity, any person that competes with the Restricted Business either directly or through an affiliate anywhere in the world; provided, however, that, for the purposes of this Agreement, ownership of voting securities having no more than five percent of the Company with whom Executive communicated outstanding voting power of any such person that are listed on behalf of the Company personally any national securities exchange or traded actively in combination with others; (v) actual customers or accounts of the Company for whom Executive played a significant role in the provision of goods on behalf of the Company; and/or (vi) customers or accounts whom Executive knows to have been Solicited by or on behalf of the Company during the twelvenational over-month period prior to the termination of Executive's employment. Notwithstanding the foregoing, a person or entity the-counter market shall not be deemed to be included within the definition in violation of "Customer" unless this Agreement so long as Executive has no other connection or relationship with such person or entity has purchased goods or supplies from the Company during the one-year period ending on the last day of Executive's employment with the Companyperson.

Non-Solicitation and Non-Competition. Executive covenants and agrees that, during the period of his employment and for a period of thirty-six (36a) months after Executive's last day of employment with Soffe (the "Restricted Period"), regardless In consideration of the manner or cause payments and promises provided under this Agreement, the sufficiency of his termination of employment with Soffewhich is expressly acknowledged, Executive agrees that for the 12-month period following the Termination Date he will shall not, for himself or on behalf without the prior written consent of any Third Partythe Company, directly or indirectly: , (ai) sellinduce, market or distribute any Products (as hereafter defined) or seek to sell entice or solicit (or attempt to induce, entice or solicit) any person who is an employee of the opportunity Company or any of its Affiliates or Ventures to sell leave the employment of the Company or any Products of its Affiliates or Ventures, (either on behalf ii) solicit or attempt to solicit the business of himself any acquisition prospect of the Company or directly any of its Affiliates or indirectly on behalf 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 association 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 11(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 Third Party) to any person who is an employee of the Company's Customers , any of its Affiliates or Ventures. (as defined belowb) anywhere in In consideration of the Territory (as defined below). For purposes of payments and promises provided under this Agreement, the term "Customer" shall sufficiency of which is expressly acknowledged, Executive agrees that for the 12-month period following the Termination Date 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. (d) The restrictions contained in subparagraph 11(c) above are geographically limited to customers areas or accounts that fall within any 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 following categories:Termination Date. (ie) actual customers or accounts 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 8, 9, 10 and 11, that the consideration provided by the Company gives rise to an interest of the Company and its Affiliates and Ventures in restraining Executive from engaging in the conduct described in Paragraphs 8, 9, 10 and 11 of this Agreement and that the restrictive covenants and undertakings are designed to enforce Executive’s consideration or return promises under this Agreement. Additionally, Executive solicitedacknowledges that the restrictive covenants contain limitations as to time, influencedgeographical area, contacted, sold to, serviced or dealt with (collectively, "Solicited") at any time during the last thirty-six (36) months and scope of his employment with activity to be restrained that are reasonable and do not impose a greater restraint than is necessary to protect the Company; (ii) in the event that the preceding subparagraph shall be determined by judicial action to be too broad’s relationship with its customers, the following shall be substituted in its place: actual customers goodwill or accounts other legitimate business interests of the Company that Executive solicitedand its Affiliates and Ventures, influencedincluding, contacted, sold but not limited to, serviced or dealt with (collectively, "Solicited") at any time during the last twelve (12) months of his employment with the Company; (iii) actual customers or accounts of the ’s and its Affiliates’ and Ventures’ need to protect their Confidential Information. The Company about whom Executive has had access to financial or other confidential information; (iv) actual customers or accounts of the Company with whom Executive communicated on behalf of the Company personally or in combination with others; (v) actual customers or accounts of the Company for whom Executive played a significant role in the provision of goods on behalf of the Company; and/or (vi) customers or accounts whom Executive knows to have been Solicited by or on behalf of the Company during the twelve-month period prior to the termination of Executive's employment. Notwithstanding the foregoing, a may notify any person or entity shall not be deemed to be included within employing or contracting with Executive or evidencing an intention of employing or contracting with Executive of the definition existence and provisions of "Customer" unless such person or entity has purchased goods or supplies from the Company during the one-year period ending on the last day of Executive's employment with the Companythis Agreement.

Non-Solicitation and Non-Competition. Executive covenants and agrees that, during the period of his employment and for a period of thirty-six (36a) months after Executive's last day of employment with Soffe (the "Restricted Period"), regardless In consideration of the manner or cause payments and promises provided under this Agreement, the sufficiency of his termination of employment with Soffewhich is expressly acknowledged, Executive agrees that for the 12-month period following the Termination Date he will shall not, for himself or on behalf without the prior written consent of any Third Partythe Company, directly or indirectly: , (ai) sellinduce, market or distribute any Products (as hereafter defined) or seek to sell entice or solicit (or attempt to induce, entice or solicit) any person who is an employee of the opportunity Company or any of its Affiliates or Ventures to sell leave the employment of the Company or any Products of its Affiliates or Ventures, (either on behalf ii) solicit or attempt to solicit the business of himself any acquisition prospect of the Company or directly any of its Affiliates or indirectly on behalf 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 association 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 11(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 Third Party) to any person who is an employee of the Company's Customers , any of its Affiliates or Ventures. (as defined belowb) anywhere in In consideration of the Territory (as defined below). For purposes of payments and promises provided under this Agreement, the term "Customer" sufficiency of which is expressly acknowledged, Executive agrees that for the 12-month period following the Termination Date he shall be limited to customers or accounts that fall within any of not, without the following categories: (i) actual customers or accounts prior written consent of the Company (which consent may be granted or withheld in the Company’s sole discretion), acting alone or in conjunction with others, either directly or indirectly, engage in any business that Executive solicited, influenced, contacted, sold to, serviced or dealt with (collectively, "Solicited") at any time during the last thirty-six (36) months of his employment is in competition with the Company; (ii) in the event that the preceding subparagraph shall be determined by judicial action to be too broad, the following shall be substituted in its place: actual customers an Affiliate or accounts of the Company that Executive solicited, influenced, contacted, sold to, serviced Venture or dealt with (collectively, "Solicited") at any time during the last twelve (12) months of his accept employment with the Company; (iii) actual customers or accounts of the Company about whom Executive has had access render services to financial or other confidential information; (iv) actual customers or accounts of the Company with whom Executive communicated on behalf of the Company personally or such business in combination with others; (v) actual customers or accounts of the Company for whom Executive played a significant role in which Executive would perform the provision of goods on behalf of the Company; and/or (vi) customers same or accounts whom Executive knows to have been Solicited substantially similar activities or services as those performed by or on behalf of him for the Company during the twelvelast year of his employment. Executive understands and agrees that the foregoing covenant is not intended to restrict him from performing work in roles that are not directly competitive with the Company and/or that are not the same or substantially similar to the activities or services that he performed for the Company. (c) In consideration of the payments and promises provided under this Agreement, the sufficiency of which is expressly acknowledged, Executive agrees that for the 12-month period prior following the Termination Date 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 termination best interests (economic or otherwise) of the Company, the Releasees, an Affiliate or a Venture. (d) The restrictions contained in subparagraph 11(b) 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 Termination Date. (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 8, 9, 10 and 11, that the consideration provided by the Company gives rise to an interest of the Company and its Affiliates and Ventures in restraining Executive from engaging in the conduct described in Paragraphs 8, 9, 10 and 11 of this Agreement and that the restrictive covenants and undertakings are designed to enforce Executive's employment’s consideration or return promises under this Agreement. Notwithstanding Additionally, Executive acknowledges that the foregoingrestrictive 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. The Company may notify any person or entity shall not be deemed to be included within employing or contracting with Executive or evidencing an intention of employing or contracting with Executive of the definition existence and provisions of "Customer" unless such person or entity has purchased goods or supplies from the Company during the one-year period ending on the last day of Executive's employment with the Companythis Agreement.

Non-Solicitation and Non-Competition. In further consideration of the compensation to be paid to Executive covenants hereunder, Executive acknowledges that during the course of Executive’s employment with the Company and its Affiliates, Executive has and shall become familiar with the Company’s (and its Affiliates) trade secrets and with other Confidential Information concerning the Company and its Affiliates and, that Executive’s services have been and shall be of special, unique and extraordinary value to the Company and its Affiliates, and, therefore, Executive agrees that, during the period of his employment and for a period of thirty-six (36) months after Executive's last day of employment with Soffe (the "Restricted Period"), regardless of the manner or cause of his termination of employment with Soffe, he will not, for himself or on behalf of any Third Party, directly or indirectly: (a) sellfrom the date of this Agreement and during the eighteen (18) months’ following the termination of Executive’s employment for any reason, market or distribute any Products (as hereafter defined) or seek to sell or solicit the opportunity to sell any Products (either on behalf of himself or Executive shall not directly or indirectly on behalf solicit or induce, attempt to solicit or induce or assist any person soliciting or inducing any employee of the Company or any of its Affiliates to leave the employ of the Company or such Affiliate, or in association any way interfere with the relationship between the Company or such Affiliate and any Third Partyemployee thereof; provided, however, that the foregoing shall not apply to (i) general solicitations for employment, including through search firms, that are not specifically directed at employees of the Company or any of its Affiliates, (ii) hiring any person who responds solely as a result of such general solicitations or contacts Executive on his or her own initiative without any direct or indirect solicitation or encouragement from Executive’s representatives and (iii) hiring any person whose employment with the Company or any of its Affiliates has ceased prior to any discussions with Executive with respect to prospective employment; (b) from the date of this Agreement and during the Restriction Period, without the prior written consent of the Company's Customers (as defined below) , Executive shall not, engage in, directly or indirectly, anywhere in the Territory Restricted Area (as defined below), any business or enterprise that is engaged in the same or similar business as the business of Parent, the Company or any of its Affiliates (collectively, the “Restricted Business”); provided, however, that if a court or arbitrator finds that such definition of Restricted Business not necessary to protect legitimate business interests of the Company, the Restricted Business shall be defined to mean any business or enterprise which distributes, provides, renders or sells products or services which compete with the business of designing and distributing original equipment manufacturer, military or aftermarket suspension and related products; provided further, however, that none of the foregoing shall restrict Executive from providing legal services to any person, business, or enterprise or otherwise engaging in the practice of law; and (c) from the date of this Agreement and during the Restriction Period, Executive shall not in any way, directly or indirectly, for the purpose of engaging in any business that competes with the Restricted Business, call upon, solicit, advise, or otherwise do, or attempt to do, business with any customers, vendors or suppliers that were customers, vendors or suppliers of the Parent, the Company or any of its Affiliates (including its predecessors) within one year prior to the Executive’s termination date any individual Executive was either involved with (directly or indirectly) or about which Executive received Confidential Information (but in each case only as such solicitation or other contact relates to the Restricted Business), or induce or attempt to induce any such customer, vendor or supplier not to do business with the Parent, the Company or any of its Affiliates; provided, however, that none of the foregoing shall restrict Executive from providing legal services to any person, business, or enterprise or otherwise engaging in the practice of law; and (d) Neither Executive nor the directors and senior executive officers of the Company shall make any defamatory or disparaging statements or communications about the Company or any of its Affiliates, or any of their respective directors, officers, employees or stockholders. Nothing in this Agreement prohibits, limits or restricts, or shall be construed to prohibit, limit or restrict, the Executive from making disclosures required by the SEC or otherwise from exercising protected rights to the extent that such rights cannot be waived by agreement or from complying with any applicable law or regulation or a valid order of a court of competent jurisdiction or an authorized government agency, provided that such compliance does not exceed that required by the law, regulation or order. For purposes of this Agreement, the term "Customer" shall be limited “engage in” (or variations thereof) means to customers or accounts that fall within any of the following categories: (i) actual customers or accounts of the Company that Executive solicitedown an interest in, influencedmanage, contactedoperate, sold join, control, lend money to, serviced or dealt with (collectively, "Solicited") at any time during the last thirty-six (36) months of his employment with the Company; (ii) in the event that the preceding subparagraph shall be determined by judicial action to be too broad, the following shall be substituted in its place: actual customers or accounts of the Company that Executive solicited, influenced, contacted, sold to, serviced or dealt with (collectively, "Solicited") at any time during the last twelve (12) months of his employment with the Company; (iii) actual customers or accounts of the Company about whom Executive has had access to render financial or other confidential information; (iv) actual customers assistance to, or accounts participate in or be connected with, either as an officer, employee, partner, member, stockholder, director, consultant and/or similar service provider capacity, any person that competes with the Restricted Business either directly or through an affiliate anywhere in the world; provided, however, that, for the purposes of this Agreement, ownership of voting securities having no more than five percent of the Company with whom Executive communicated outstanding voting power of any such person that are listed on behalf of the Company personally any national securities exchange or traded actively in combination with others; (v) actual customers or accounts of the Company for whom Executive played a significant role in the provision of goods on behalf of the Company; and/or (vi) customers or accounts whom Executive knows to have been Solicited by or on behalf of the Company during the twelvenational over-month period prior to the termination of Executive's employment. Notwithstanding the foregoing, a person or entity the-counter market shall not be deemed to be included within the definition in violation of "Customer" unless this Agreement so long as Executive has no other connection or relationship with such person or entity has purchased goods or supplies from the Company during the one-year period ending on the last day of Executive's employment with the Companyperson.

Non-Solicitation and Non-Competition. Executive covenants and agrees that, during the period of his employment and for a period of thirty-six (36) months after Executive's last day of employment with Soffe (the "Restricted Period"), regardless of the manner or cause of his termination of employment with Soffe, he will not, for himself or on behalf of any Third Party, directly or indirectly: (a) sellDuring the employment period and for one year following the termination of Employee’s employment with the Company for any reason, market the Employee agrees not to offer employment to any employee of the Company (or distribute any Products (as hereafter defined) of Company’s Affiliates), not to attempt to induce any such employee to leave the employ of the Company or seek any of its Affiliates, and not to sell solicit any clients or solicit suppliers of the opportunity Company or its Affiliates to sell any Products (either on behalf of himself or directly or indirectly on behalf of or in association do business with any Third Party) to any competing business of the Company's Customers Company or its Affiliates. (b) Employee agrees not to engage in any aspect of the Satellite Business (as defined below) anywhere for one year following the termination of Employee’s employment for any reason, other than a termination by the Company without Cause or by the Employee for Good Reason. Employee shall be deemed to be engaging in the Territory (Satellite Business if he, directly or indirectly and whether or not for compensation, renders personal services of any kind in any capacity for any Competitor. As used herein, a “Competitor” shall mean any corporation, firm, partnership, proprietorship, or other entity which engages in the Satellite Business; and the “Satellite Business” shall mean the business of communication of electronic video, data, internet/internet protocol, voice, or other information by transmission via satellite for hire, or any other business that is the same or substantially the same as defined below). For purposes any line or lines of this Agreement, the term "Customer" shall be limited to customers or accounts that fall within any of the following categories: (i) actual customers or accounts of business engaged in by the Company that Executive solicited, influenced, contacted, sold to, serviced or dealt with (collectively, "Solicited") at any time its Affiliates during the last thirty-six (36) months of his employment with the Company; (ii) in the event period or that the preceding subparagraph shall be determined by judicial action Company or its Affiliates has begun making material preparations to be too broad, the following shall be substituted in its place: actual customers or accounts of the Company that Executive solicited, influenced, contacted, sold to, serviced or dealt with (collectively, "Solicited") at any time during the last twelve (12) months of his employment with the Company; (iii) actual customers or accounts of the Company about whom Executive has had access to financial or other confidential information; (iv) actual customers or accounts of the Company with whom Executive communicated on behalf of the Company personally or in combination with others; (v) actual customers or accounts of the Company for whom Executive played a significant role in the provision of goods on behalf of the Company; and/or (vi) customers or accounts whom Executive knows to have been Solicited by or on behalf of the Company during the twelve-month period enter prior to the termination of Executive's Employee’s employment. Notwithstanding the foregoing, a person or entity . (c) The restrictions of this Section shall not be deemed to be included within the definition of "Customer" unless such person or entity has purchased goods or supplies from separate restrictions with respect to each geographic area, time period, and activity covered thereby, and each shall be enforceable by the Company during independently. Employee hereby agrees that if, in any judicial proceeding, a court shall refuse to enforce any such separate restriction, then such unenforceable restriction shall he deemed eliminated from this Amended Agreement for the one-year period ending on purpose of such proceeding only to the last day extent necessary to permit the remaining restrictions contained in this Section to be enforced. (d) The parties hereby declare that it is impossible to measure in money the damages that will accrue to the Company by reason of Executive's employment with a failure by Employee to perform any of his obligations under this Section or under Section 12 (Confidentiality; Intellectual Property and Ownership of Work Product). If the Company or any of its Affiliates institutes any action or proceeding to enforce the provisions hereof, to the maximum extent permitted by applicable law, Employee hereby waives the claim or defence that the Company or its Affiliates has an adequate remedy at law, and Employee shall not urge in any such action or proceeding the claim or defence that any such remedy at law exists. In the event this paragraph is not enforced, in whole or in part, the Company reserves the right to seek costs and damages for any breach of this Section. In addition to what is stipulated in article 7:650, section 3, Dutch Civil Code, the penalty will be to the advantage of the Company. (e) The restrictions in this Section shall be in addition to any restrictions imposed on the Employee by statute or at common law and shall survive any termination of this Amended Agreement.

Non-Solicitation and Non-Competition. The receipt of any severance or other benefits pursuant to Section 4 will be subject to Executive covenants and agrees that, agreeing that during the period of his employment Agreement Term and for a period of thirty-six (36) months after Executive's last day of employment with Soffe (the "Restricted Continuance Period"), regardless of the manner or cause of his termination of employment with Soffe, he Executive will not, without the prior consent of the Company (i) solicit any employee of the Company (other than Executive’s personal assistant) for himself employment other than at the Company, or on behalf of any Third Party, directly or indirectly: (aii) sell, market or distribute any Products (as hereafter defined) or seek to sell or solicit the opportunity to sell any Products (either on behalf of himself or directly or indirectly engage in any business or activity in the same geographical market where a substantially similar business activity is being carried on behalf of or in association with by the Company, any Third Party) to any subsidiary of the Company's Customers , or any business in which the Company (or any subsidiary of the Company) has a material business (“Company Business”), including, but not limited to, representing or providing consulting services to any person or entity that is engaged in competition with a Company Business or that takes a position adverse to a Company Business, However, Executive’s ownership as defined below) anywhere a stockholder of an immaterial interest in the Territory (as defined belowa competing business which is publicly held will not constitute a breach of this Section 5(b). For purposes of this Agreement, the term "Customer" shall be limited to customers or accounts that fall within any of the following categories: (i) actual customers or accounts of the Company that Executive solicited, influenced, contacted, sold to, serviced or dealt with (collectively, "Solicited") at any time during the last thirty-six (36) months of his employment with the Company; (ii) in the event that the preceding subparagraph shall be determined by judicial action to be too broad, the following shall be substituted in its place: actual customers or accounts of the Company that Executive solicited, influenced, contacted, sold to, serviced or dealt with (collectively, "Solicited") at any time during the last twelve (12) months of his employment with the Company; (iii) actual customers or accounts of the Company about whom Executive has had access to financial or other confidential information; (iv) actual customers or accounts of the Company with whom Executive communicated on behalf of the Company personally or in combination with others; (v) actual customers or accounts of the Company for whom Executive played a significant role in the provision of goods on behalf of the Company; and/or (vi) customers or accounts whom Executive knows to have been Solicited by or on behalf of the Company during the twelve-month period prior to the termination of Executive's employment. Notwithstanding the foregoingprovision, a person company or entity shall not be deemed considered to be included competitive to the Company Business if any portion of its business, divisions, or product groups is engaged in or has taken concrete steps toward engaging in the business of providing development, sales, manufacturing services, software or installation and services for data networking, transport and backhaul products for communications service providers for use in wireline or wireless networks, either as being carried on or developed by the Company or its affiliates as of the date of the Executive’s termination and during the Continuance Period. For the purposes of this paragraph, and to eliminate any uncertainty, it is further specifically agreed that the following entities shall be considered as being competitive with the Company Business, without limitation: small independent system integrators that engage or participate in a competitive business with the Company Business; private and public companies that engage or participate in a competitive business with the Company Business, including but not limited to, Adtran, Inc., Audiocodes, Cisco Systems, Inc., Eastern Research, Inc., Lucent Technologies, Inc., Natural Microsystems, RAD, Sycamore Networks, Telco Systems, Inc., Tellabs, Inc., Zhone Technologies, Inc. (or any of their subsidiaries or affiliates controlled by or under common control with the respective entity or any business, division, or product group thereof); and such other companies or entities as identified in the Company’s SEC 1OQ and 10K filings as being competitive with the Company Business during the Executive’s employment and within the definition of "Customer" unless such person or entity has purchased goods or supplies from the Company during the one-year period ending on the last day of Executive's employment with the CompanyContinuance Period.

Non-Solicitation and Non-Competition. In further consideration of the compensation to be paid to Executive covenants hereunder, Executive acknowledges that during the course of Executive’s employment with the Company and its Affiliates Executive has and shall become familiar with the Company’s (and its Affiliates) trade secrets and with other Confidential Information concerning the Company and its Affiliates and that Executive’s services have been and shall be of special, unique and extraordinary value to the Company and its Affiliates, and, therefore, Executive agrees that, during the period of his employment and for a period of thirty-six (36) months after Executive's last day of employment with Soffe (the "Restricted Period"), regardless of the manner or cause of his termination of employment with Soffe, he will not, for himself or on behalf of any Third Party, directly or indirectly: (a) sellfrom the date of this Agreement and during the eighteen (18) months’ following the termination of Executive’s employment for any reason, market or distribute any Products (as hereafter defined) or seek to sell or solicit the opportunity to sell any Products (either on behalf of himself or Executive shall not directly or indirectly on behalf solicit or induce, attempt to solicit or induce or assist any person soliciting or inducing any employee of the Company or any of its Affiliates to leave the employ of the Company or such Affiliate, or in association any way interfere with the relationship between the Company or such Affiliate and any Third Partyemployee thereof; provided, however, that the foregoing shall not apply to (i) general solicitations for employment, including through search firms, that are not specifically directed at employees of the Company or any of its Affiliates, (ii) hiring any person who responds solely as a result of such general solicitations or contacts Executive on his or her own initiative without any direct or indirect solicitation or encouragement from Executive’s representatives and (iii) hiring any person whose employment with the Company or any of its Affiliates has ceased prior to any discussions with Executive with respect to prospective employment; (b) from the date of this Agreement and during the Restriction Period, without the prior written consent of the Company's Customers (as defined below) , Executive shall not, engage in, directly or indirectly, anywhere in the Territory Restricted Area (as defined below), any business or enterprise which distributes, provides, renders or sells products or services which compete with the business of Parent, the Company or any of its Affiliates (collectively, the “Restricted Business”); except that if a court or arbitrator finds that such definition of Restricted Business not necessary to protect legitimate business interests of the Company, the Restricted Business shall be defined to mean any business or enterprise which distributes, provides, renders or sells products or services which compete with the business of designing and distributing original equipment manufacturer, military or aftermarket suspension and related products or performing vehicle upfitting services; and (c) from the date of this Agreement and during the Restriction Period, Executive shall not in any way, directly or indirectly, for the purpose of engaging in any business that competes with the Restricted Business, call upon, solicit, advise, or otherwise do, or attempt to do, business with any customers, vendors or suppliers that were customers, vendors or suppliers of the Parent, the Company or any of its Affiliates (including its predecessors) within one year prior to the Executive’s termination date any individual Executive was either involved with (directly or indirectly) or about which Executive received Confidential Information (but in each case only as such solicitation or other contact relates to the Restricted Business), or induce or attempt to induce any such customer, vendor or supplier not to do business with the Parent, the Company or any of its Affiliates; and (d) Executive shall not make any negative or disparaging statements or communications about the Company or any of its Affiliates, or any of their respective directors, officers, employees or stockholders. Nothing in this Agreement prohibits, limits or restricts, or shall be construed to prohibit, limit or restrict, the Executive from making disclosures required by the Securities Exchange Commission. For purposes of this Agreement, the term "Customer" shall be limited “engage in” (or variations thereof) means to customers or accounts that fall within any of the following categories: (i) actual customers or accounts of the Company that Executive solicitedown an interest in, influencedmanage, contactedoperate, sold join, control, lend money to, serviced or dealt with (collectively, "Solicited") at any time during the last thirty-six (36) months of his employment with the Company; (ii) in the event that the preceding subparagraph shall be determined by judicial action to be too broad, the following shall be substituted in its place: actual customers or accounts of the Company that Executive solicited, influenced, contacted, sold to, serviced or dealt with (collectively, "Solicited") at any time during the last twelve (12) months of his employment with the Company; (iii) actual customers or accounts of the Company about whom Executive has had access to render financial or other confidential information; (iv) actual customers assistance to, or accounts participate in or be connected with, either as an officer, employee, partner, member, stockholder, director, consultant and/or similar service provider capacity, any person that competes with the Restricted Business either directly or through an affiliate anywhere in the world; provided, however, that, for the purposes of this Agreement, ownership of voting securities having no more than five percent of the Company with whom Executive communicated outstanding voting power of any such person that are listed on behalf of the Company personally any national securities exchange or traded actively in combination with others; (v) actual customers or accounts of the Company for whom Executive played a significant role in the provision of goods on behalf of the Company; and/or (vi) customers or accounts whom Executive knows to have been Solicited by or on behalf of the Company during the twelvenational over-month period prior to the termination of Executive's employment. Notwithstanding the foregoing, a person or entity the-counter market shall not be deemed to be included within the definition in violation of "Customer" unless this Agreement so long as Executive has no other connection or relationship with such person or entity has purchased goods or supplies from the Company during the one-year period ending on the last day of Executive's employment with the Companyperson.

Non-Solicitation and Non-Competition. Executive covenants and (a) Seller agrees that, that during the period beginning on the date hereof and ending on the fifth anniversary of his employment and for a period of thirty-six (36) months after Executive's last day of employment with Soffe the date hereof (the "Restricted Non-Solicitation Period"), regardless Seller shall not directly or indirectly (i) induce or attempt to induce any officer, employee, salesperson, representative or agent of the manner Company, its Subsidiaries or cause its Affiliates (an "Employee") to leave the employ of his termination of the Company, its Subsidiaries or its Affiliates, (ii) hire any Employee or any Person who was an Employee during the one year period prior to the date hereof or during the Non-Solicitation Period, except such Persons whose employment with Soffethe Company, he will its Subsidiaries or its Affiliates was terminated by the Company (other than for cause) at least one year prior to date of hiring, or (iii) in any other way interfere with the relationship between the Company, its Subsidiaries or its Affiliates, on the one hand, and any Employee, customer, supplier, or potential customer or supplier of the Company, its Subsidiaries or its Affiliates, on the other hand. (b) Seller agrees that during the period beginning on the date hereof and ending on the fifth anniversary of the date hereof (the "Non-Compete Period"), Seller shall not, for himself or on behalf without the prior written consent of any Third Partythe Company, directly or indirectly: (a) sell, market or distribute any Products (as hereafter defined) or seek to sell or solicit the opportunity to sell any Products (either on behalf of himself or directly or indirectly on behalf of or in association with any Third Party) to any of the Company's Customers (as defined below) anywhere in the Territory world (as defined below). For purposes of this Agreement, the term "Customer" shall be limited to customers or accounts that fall within any of the following categories: Territory") (i) actual form, acquire, finance, operate, control or otherwise become associated with an enterprise which is substantially the same as, or competitive with, the business of the Company or any of its Subsidiaries, as conducted or proposed to be conducted (a "Competing Business") or (ii) for the purpose of conducting or engaging in a Competing Business, call upon, solicit, advise or otherwise do, or attempt to do, business with any clients, suppliers, customers or accounts of the Company, its Subsidiaries or its Affiliates. (c) Seller acknowledges and agree that any materials developed by, the Company that Executive solicitedor any of its employees, influenced, contacted, sold to, serviced Affiliates or dealt with representatives (collectively, "Solicited"i) at any time during are the last thirty-six (36) months property of his employment with the Company; Company and (ii) in are confidential, shall be maintained as confidential by Seller and shall not be disclosed to any other Person. In the event Seller is required by law to disclose any such confidential information or materials, Seller shall promptly notify the Company in writing, which notification shall include the nature of the legal requirement and the extent of the required disclosure, and shall cooperate with the Company to obtain a protective order and otherwise preserve the confidentiality of such information or materials consistent with applicable law. Information or materials subject to the confidentiality obligations in this Section 3(c) does not include any information or materials which (x) at the time of disclosure is generally available to or known by the public (other than as a result of its disclosure in breach of this Agreement) or (y) becomes available on a non-confidential basis from a Person who is not known to be bound by a confidentiality agreement or who is not otherwise prohibited from transmitting the information or materials. (d) Seller agrees that (i) the covenants set forth in Section 3(a) and/or 3(b) are reasonable in temporal and geographical scope and in all other respects, and (ii) the covenants contained herein have been made in order to satisfy the conditions under, and to induce Parent and Subco to enter into, the Arrangement Agreement. (e) The Company and Seller intend that the preceding subparagraph covenants of Section 3(b) shall be determined by judicial action to be too broad, the following shall be substituted in its place: actual customers or accounts of the Company that Executive solicited, influenced, contacted, sold to, serviced or dealt with (collectively, "Solicited") at any time during the last twelve (12) months of his employment with the Company; (iii) actual customers or accounts of the Company about whom Executive has had access to financial or other confidential information; (iv) actual customers or accounts of the Company with whom Executive communicated on behalf of the Company personally or in combination with others; (v) actual customers or accounts of the Company for whom Executive played a significant role in the provision of goods on behalf of the Company; and/or (vi) customers or accounts whom Executive knows to have been Solicited by or on behalf of the Company during the twelve-month period prior to the termination of Executive's employment. Notwithstanding the foregoing, a person or entity shall not be deemed to be included a series of separate covenants, one for each county or province of each and every state, territory or jurisdiction of each country within the definition Territory and one for each month of "Customer" unless the Non-Compete Period. (f) If, at the time of enforcement of Section 3(a) and 3(b), a court shall hold that the duration or scope stated herein are unreasonable under circumstances then existing, the parties agree that the maximum duration or scope under such person circumstances shall be substituted for the stated duration or entity has purchased goods scope and that the court shall be allowed to revise the restrictions contained herein to cover the maximum period and scope permitted by law. (g) Seller recognizes and affirms that in the event of its breach of any provision of Section 3(a) or supplies from 3(b), money damages would be inadequate and the Company during would have adequate remedy at law. Accordingly, Seller agrees that in the one-year period ending on event of a breach or a threatened breach of any of the last day provisions of Executive's employment with Section 3(a) or 3(b), the Company, in addition and supplementary to other rights and remedies existing in its favor, may apply to any court of law or equity of competent jurisdiction for specific performance and/or injunctive or other relief in order to enforce or prevent any violations of the provisions hereof (without posting a bond or other security). In addition, in the event of a breach or violation of Section 3(a) or 3(b), the Non-Solicitation Period or the Non-Compete Period, respectively, shall be tolled until such breach or violation has ceased.