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

Non-Solicitation/Non-Compete. (a) During the period commencing on the Effective Date and ending on the latter of (x) second anniversary of the Termination Date or (y) the first anniversary of the date on which Executive ceases to receive any payments from the Company or any of its Affiliates related to salary, bonus or severance (the “Restricted Period”), Executive shall not directly or indirectly through another Person (i) induce or attempt to induce anyone who was engaged or employed by the Company or any Affiliate of the Company to leave the employ or engagement of the Company or such Affiliate, or in any way interfere with the relationship between the Company or any such Affiliate, on the one hand, and any such person thereof, on the other hand, (ii) hire any person who was engaged or employed by the Company or any Affiliate of the Company at any time until twenty-four (24) months after such individual’s employment relationship or engagement with the Company or such Affiliate has been terminated, or (iii) induce or attempt to induce any customer, supplier, licensee or other business relation of the Company or any Affiliate of the Company to cease doing business with the Company or such Affiliate, or in any way interfere with the relationship between any such customer, supplier, licensee or business relation, on the one hand, and the Company or any Affiliate, on the other hand. Executive further agrees that, during the period of his employment and thereafter during the restricted period, Executive will not disparage the Company or any of its Affiliates or any of employee of the Company or its Affiliates in any manner whatsoever (b) Executive acknowledges that in the course of his employment with the Company and/or its Affiliates and their predecessors, he has become familiar, or will become familiar, with the Company’s and its Affiliates’ and their predecessors’ trade secrets and with other Confidential Information concerning the Company, its subsidiaries or Affiliates and their respective predecessors and that his services have been and will be of special, unique and extraordinary value to the Company, its subsidiaries and its Affiliates. Therefore, Executive agrees that, during the Restricted Period, Executive shall not directly or indirectly, engage in the production, sale or distribution of any product produced, sold or distributed by the Company, its subsidiaries or its or Affiliates on the Effective Date or during the Restricted Period in the same geographic areas in which the Company, its subsidiaries or any of its Affiliates is doing business. For purposes of this Agreement, the phrase “directly or indirectly engage in” shall include any direct or indirect ownership or profit participation interest in such enterprise, whether as an owner, stockholder, partner, principal, manager, agent, consultant, officer, investor, lender, joint venturer of or otherwise in any capacity whatsoever, and shall include any direct or indirect participation in such enterprise as an employee, consultant, licensor of technology or otherwise. Nothing herein shall prohibit Executive from being a passive owner of not more than two (2%) percent of the outstanding stock or ownership interest of any class of a corporation or other entity which is publicly traded, so long as Executive has no active participation in the business or management of such corporation or other entity. (c) Executive understands that the foregoing restrictions may limit his ability to earn a livelihood in a business similar to the business of the Company and any of its subsidiaries and Affiliates, but he nevertheless believes that he has received and will receive sufficient consideration and other benefits as an employee of the Company and as otherwise provided hereunder or as described in the recitals hereto to clearly justify such restrictions which, in any event (that given his education, skills and ability), Executive does not believe would prevent him from otherwise earning a living. Executive has carefully considered the nature and extent of the restrictions placed upon him by this Agreement, and hereby acknowledges and agrees that the same are reasonable in time and territory and do not confer a benefit upon the Company disproportionate to the detriment of Executive.

Non-Solicitation/Non-Compete. (a) During the period commencing on the Effective Date date hereof and ending on the latter of (x) second anniversary of the Termination Date or (y) the first anniversary of the date on which Executive ceases to receive any payments from Parent, the Company or any of its Affiliates related the Company's subsidiaries pursuant to salarythis Agreement, bonus or severance (the “Restricted Period”), Executive shall not directly or indirectly through another Person (i) induce or attempt to induce anyone who was engaged or employed by any employee of the Company or any Affiliate of the Company to leave the employ or engagement of the Company or such Affiliate, or in any way interfere with the relationship between the Company or any such Affiliate, on the one hand, and any such person employee thereof, on the other hand, (ii) hire any person who was engaged or employed by an employee of the Company or any Affiliate of the Company at any time until twenty-four six (246) months after such individual’s 's employment relationship or engagement with the Company or such Affiliate has been terminated, terminated or (iii) induce or attempt to induce any customer, supplier, licensee or other business relation of the Company or any Affiliate of the Company to cease doing business with the Company or such Affiliate, or in any way interfere with the relationship between any such customer, supplier, licensee or business relation, on the one hand, and the Company or any Affiliate, on the other hand. Executive further agrees that, during the period of his employment and thereafter during the restricted period, Executive will not disparage the Company or any of its Affiliates or any of employee of the Company or its Affiliates in any manner whatsoever. (b) The Executive acknowledges that that, in the course of his or her employment with the Company and/or its Affiliates and their predecessors, he or she has become familiar, or will become familiar, with the Company’s 's and its Affiliates’ ' and their predecessors’ ' trade secrets and with other Confidential Information confidential information concerning the Company, its subsidiaries or Affiliates and their respective predecessors and that his or her services have been and will be of special, unique and extraordinary value to the Company, its subsidiaries Company and its Affiliates. Therefore, the Executive agrees that, during the Restricted period commencing on the date hereof and ending on the last date on which the Executive ceases to receive any payments from Parent (or in the case of a termination by Executive without Good Reason, the first anniversary of such date), the Company or any of the Company's subsidiaries pursuant to this Agreement (the "Non-Compete Period"), the Executive shall not directly or indirectlyindirectly own, manage, control, participate in, consult with, render services for, or in any manner engage in or represent any business competing with the productionbusinesses or the products of the Company or its Affiliates as such businesses and/or products exist or are in the process of being formed or acquired as of the date of the termination of the Executive's employment, sale within any Restricted Territory. As used in this Agreement, the term "Restricted Territory" means the United States, Canada and any other country in which any product, process, good or distribution of any product producedservice has been manufactured, provided, sold or distributed offered or promoted for sale by the Company, its subsidiaries or its or Affiliates on the Effective Date or during the Restricted Period in the same geographic areas in which the Company, its subsidiaries Company or any of its Affiliates is doing business. For purposes of this Agreement, on or prior to the phrase “directly or indirectly engage in” shall include any direct or indirect ownership or profit participation interest in such enterprise, whether as an owner, stockholder, partner, principal, manager, agent, consultant, officer, investor, lender, joint venturer of or otherwise in any capacity whatsoever, and shall include any direct or indirect participation in such enterprise as an employee, consultant, licensor of technology or otherwisedate that Executive ceases to be employed by the Company and/or its subsidiaries. Nothing herein shall prohibit the Executive from being a passive owner of not more than two (2%) percent % of the outstanding stock or ownership interest of any class of a corporation or other entity which is publicly traded, so long as the Executive has no active participation in the business or management of such corporation or other entitycorporation. (c) Executive understands that the foregoing restrictions may limit his ability to earn a livelihood in a business similar to the business of the Company and any of its subsidiaries and Affiliates, but he nevertheless believes that he has received and will receive sufficient consideration and other benefits as an employee of the Company and as otherwise provided hereunder or as described in the recitals hereto to clearly justify such restrictions which, in any event (that given his education, skills and ability), Executive does not believe would prevent him from otherwise earning a living. Executive has carefully considered the nature and extent of the restrictions placed upon him by this Agreement, and hereby acknowledges and agrees that the same are reasonable in time and territory and do not confer a benefit upon the Company disproportionate to the detriment of Executive.

Non-Solicitation/Non-Compete. (a) During the period commencing on the Effective Date and ending on the latter of (x) second anniversary In consideration of the Termination Date or (y) Class B Units granted and to be granted to the first anniversary Employee Members from time to time by the Company, each Employee Member agrees that during the entire term of the date on which Executive ceases Non-Compete Period applicable to receive any payments from such Employee Member, such employee shall not, directly or indirectly, whether as an officer, director, owner, partner, investor, member, adviser, representative, consultant, agent, employee, co-venturer or otherwise, provide Investment Advisory Services, except in the performance of his duties with the Company Group, or engage, or assist others to engage, in whole or in part, in any business in competition with the business of its Affiliates related the Company Group. (b) In consideration of the Class B Units granted and to salarybe granted to the Employee Members from time to time by the Company Group, bonus or severance (each Employee Member agrees that during the “Restricted Period”)entire term of the Non-Solicitation Period applicable to such Employee Member, Executive such Employee Member shall not not, directly or indirectly through another Person (other than in the course of performing his duties to the Company Group) (i) induce solicit the hiring of or attempt to induce anyone who was engaged or employed by the Company or hire any Affiliate employee of the Company to leave Group or any Person who, within the employ or engagement prior six months had been an employee of the Company or such AffiliateGroup, assist in, or encourage such hiring by any Person or encourage any such employee to terminate or alter his relationship with the Company Group; (ii) in competition with the Company Group, solicit, seek, induce, pursue in any way, or accept a business relationship of any kind with, any Person who is a Client of the Company Group, including by way of indirect or sub-advisory arrangements (such obligation to include the duty of the Employee Member to decline any such offered business activity even if unsolicited); (iii) otherwise solicit, encourage or induce any Client to terminate or reduce its business or relationship with the Company Group; or (iv) otherwise take any action or have any communication with any Person which purpose is, or the reasonably likely effect of which could be, to cause any such Client to terminate, alter, reduce, modify or restrict in any way interfere with the relationship between the Company or any such Affiliate, on the one hand, and any such person thereof, on the other hand, (ii) hire any person who was engaged or employed by the Company or any Affiliate of the Company at any time until twenty-four (24) months after such individual’s employment its relationship or engagement with the Company or such Affiliate has been terminated, or (iii) induce or attempt to induce any customer, supplier, licensee or other business relation of the Company or any Affiliate of the Company to cease doing business with the Company or such Affiliate, or in any way interfere with the relationship between any such customer, supplier, licensee or business relation, on the one hand, and the Company or any Affiliate, on the other hand. Executive further agrees that, during the period of his employment and thereafter during the restricted period, Executive will not disparage the Company or any of its Affiliates or any of employee of the Company or its Affiliates in any manner whatsoever (b) Executive acknowledges that in the course of his employment with the Company and/or its Affiliates and their predecessors, he has become familiar, or will become familiar, with the Company’s and its Affiliates’ and their predecessors’ trade secrets and with other Confidential Information concerning the Company, its subsidiaries or Affiliates and their respective predecessors and that his services have been and will be of special, unique and extraordinary value to the Company, its subsidiaries and its Affiliates. Therefore, Executive agrees that, during the Restricted Period, Executive shall not directly or indirectly, engage in the production, sale or distribution of any product produced, sold or distributed by the Company, its subsidiaries or its or Affiliates on the Effective Date or during the Restricted Period in the same geographic areas in which the Company, its subsidiaries or any of its Affiliates is doing business. For purposes of this Agreement, the phrase “directly or indirectly engage in” shall include any direct or indirect ownership or profit participation interest in such enterprise, whether as an owner, stockholder, partner, principal, manager, agent, consultant, officer, investor, lender, joint venturer of or otherwise in any capacity whatsoever, and shall include any direct or indirect participation in such enterprise as an employee, consultant, licensor of technology or otherwise. Nothing herein shall prohibit Executive from being a passive owner of not more than two (2%) percent of the outstanding stock or ownership interest of any class of a corporation or other entity which is publicly traded, so long as Executive has no active participation in the business or management of such corporation or other entityGroup. (c) Executive understands In the event that the foregoing restrictions may limit his ability Employee Member, upon notice from the Company of an inadvertent breach of Section 5.07(b) by such Employee Member, promptly pays to earn the Company all fees and other compensation that are earned by such Employee Member during the Non-Solicitation Period in connection with such breach, such inadvertent breach shall not be treated as a livelihood breach resulting in a business similar forfeiture of Class B Units pursuant to the business of the Company and any of its subsidiaries and Affiliates, but he nevertheless believes that he has received and will receive sufficient consideration and other benefits as an employee of the Company and as otherwise provided hereunder Section 6.02(b)(2) or as described in the recitals hereto to clearly justify such restrictions which, in any event (that given his education, skills and ability3), Executive does not believe would prevent him from otherwise earning a living. Executive has carefully considered the nature and extent of the restrictions placed upon him by this Agreement, and hereby . (d) Each Employee Member acknowledges and agrees that the same covenants set forth in this Section 5.07 are reasonable in time and territory and do not confer a benefit upon necessary for the protection of the Company. Each Employee Member further agrees that irreparable injury will result to the Company disproportionate in the event of any breach of any of the terms of Section 5.07, and that in the event of any actual or threatened breach of any of the provisions contained in Section 5.07, the Company will have no adequate remedy at Law. Each Employee Member accordingly agrees that in the event of any actual or threatened breach by such Employee Member of any of the provisions contained in this Section 5.07, the Company shall be entitled to seek such injunctive and other equitable relief as may be deemed necessary or appropriate by a court of competent jurisdiction, without the necessity of showing actual monetary damages and without posting any bond or other security. (e) If any court of competent jurisdiction shall at any time deem the term of any particular restrictive covenant contained in this Section 5.07 too lengthy or the geographic scope too extensive, the other provisions of this Section 5.07 shall nevertheless stand, the Non-Compete Period and the Non-Solicitation Period applicable to such Employee Member shall be deemed to be the longest period permissible by applicable Law under the circumstances and the geographic scope shall be deemed to comprise the largest territory permissible by applicable Law under the circumstances. The court in each case shall reduce the Non-Compete Period, the Non-Solicitation Period and/or geographic scope to permissible duration or size. (f) During the six (6) month period following the termination of employment of a 1% Member with the Company Group, the Managing Member may, in its sole discretion, elect to cause the Company Group to provide base and bonus compensation to such 1% Member at the same rate and the same time as it was then compensating such 1% Member, provided that the bonus component of such compensation applicable to such six (6) month period shall equal 50% (subject to reduction pursuant to the detriment last sentence of Executivethis Section 5.07(f)) of the annual bonus earned by such 1% Member most recently prior to such termination of employment and shall be paid in cash promptly following the end of such six (6) month period. In the event the Managing Member elects to provide such 1% Member such compensation, the Non-Compete Period applicable to such 1% Member shall continue until the last day of such six (6) month period. In order to make such election, the Managing Member shall, within five (5) Business Days upon issuing to or receiving from a 1% Member a written notice of termination of employment, notify such 1% Member in writing whether the Company Group will provide such base and bonus compensation for such six (6) month period. If the Managing Member does not timely make such an election, then the Non-Compete Period shall end when such 1% Member’s employment with the Company Group terminates. Notwithstanding the foregoing, to the extent that a 1% Member gives a notice of termination of employment at least fourteen (14) days in advance of such termination, (i) such 1% Members’ Non-Compete Period shall be reduced, for up to ninety (90) days, by the number of days elapsed between the date of such notice and the date of the termination of such 1% Member’s employment (such number, the “Reduced Number of Days”), (ii) the period during which the Company shall provide compensation pursuant to this Section 5.07(f) shall be reduced by the Reduced Number of Days and (iii) the percentage contained in the proviso to the first sentence of this Section 5.07(f) (including with respect to the annual bonus) shall equal the product of 50% multiplied by a fraction the numerator of which is 182 minus the Reduced Number of Days and the denominator of which is 182.

Non-Solicitation/Non-Compete. (a) During the period commencing on the Effective Date and ending on the latter of (x) second anniversary of the Termination Date or (y) the first anniversary termination of the date on which Executive ceases to receive Executive’s employment for any payments from the Company or any of its Affiliates related to salary, bonus or severance reason (the “Restricted Period”), the Executive shall not directly or indirectly through another Person (i) induce or attempt to induce anyone who was engaged any employee or employed by independent contractor of the Company or any Affiliate affiliate of the Company to leave the employ or engagement of the Company or such Affiliateaffiliate, or in any way interfere with the relationship between the Company or any such Affiliateaffiliate, on the one hand, and any such person employee or independent contractor thereof, on the other hand, (ii) hire any person who was engaged an employee or employed by independent contractor of the Company or any Affiliate affiliate of the Company at any time until twenty-four twelve (2412) months after such individual’s employment relationship or engagement with the Company or such Affiliate affiliate has been terminated, terminated or (iii) induce or attempt to induce any customercustomer (whether former or current), supplier, licensee or other business relation of the Company or any Affiliate affiliate of the Company to cease doing business with the Company or such Affiliateaffiliate, or in any way interfere with the relationship between any such customer, supplier, licensee or business relation, on the one hand, and the Company or any Affiliateaffiliate, on the other hand. Executive further agrees that, during the period of his employment and thereafter during the restricted period, Executive will not disparage the Company or any of its Affiliates or any of employee of the Company or its Affiliates in any manner whatsoever. (b) The Executive acknowledges that that, in the course of his employment with the Company and/or its Affiliates affiliates and their predecessors, he has become familiar, or will become familiar, with the Company’s and its Affiliatesaffiliates’ and their predecessors’ trade secrets and with other Confidential Information confidential information concerning the Company, its subsidiaries or Affiliates affiliates and their respective predecessors and that his services have been and will be of special, unique and extraordinary value to the Company, its subsidiaries Company and its Affiliatesaffiliates. Therefore, the Executive agrees that, during the Restricted Period, the Executive shall not not, directly or indirectly, engage in the productionown, sale or distribution of any product producedmanage, sold or distributed operate, control, be employed by the Company, its subsidiaries or its or Affiliates on the Effective Date or during the Restricted Period in the same geographic areas in which the Company, its subsidiaries or any of its Affiliates is doing business. For purposes of this Agreement, the phrase “directly or indirectly engage in” shall include any direct or indirect ownership or profit participation interest in such enterprise, (whether as an owner, stockholder, partner, principal, manager, agent, consultant, officer, investor, lender, joint venturer of or otherwise in any capacity whatsoever, and shall include any direct or indirect participation in such enterprise as an employee, consultant, licensor of technology independent contractor or otherwise, and whether or not for compensation) or render services to any person, firm, corporation or other entity, in whatever form, engaged in any business of the same type as any business in which the Company or any of the Affiliated Entities is engaged on the Date of Termination or in which they have proposed, on or prior to such date, to be engaged in on or after such date and in which the Executive has been involved to any extent (other than de minimis) at any time during the one (1) year period ending with the Date of Termination, in any locale of any country in which the Company or an Affiliated Entity conducts business. Notwithstanding the foregoing, it shall not be a violation of this Section 6(b) for the Executive to join a division or business line of a commercial enterprise with multiple divisions or business lines if such division or business line is not competitive with the businesses of the Company or any of the Affiliated Entities, provided that the Executive performs services solely for such non-competitive division or business line, and performs no functions on behalf of (and has no involvement with or direct or indirect responsibilities with respect to) businesses competitive with the businesses of the Company or any of the Affiliated Entities. Nothing herein shall prohibit the Executive from being a passive owner of not more than two (2%) percent 4.9% of the outstanding stock or ownership equity interest of in any class of a corporation or other entity which is publicly traded, so long as the Executive has no active participation in the business or management of such corporation or other entitycorporation. (c) Executive understands that the foregoing restrictions may limit his ability to earn a livelihood in a business similar to the business of the Company and any of its subsidiaries and Affiliates, but he nevertheless believes that he has received and will receive sufficient consideration and other benefits as an employee of the Company and as otherwise provided hereunder or as described in the recitals hereto to clearly justify such restrictions which, in any event (that given his education, skills and ability), Executive does not believe would prevent him from otherwise earning a living. Executive has carefully considered the nature and extent of the restrictions placed upon him by this Agreement, and hereby acknowledges and agrees that the same are reasonable in time and territory and do not confer a benefit upon the Company disproportionate to the detriment of Executive.

Non-Solicitation/Non-Compete. (a) During the period commencing on the Effective Date and ending on the latter of (x) second anniversary of the Termination Date or (y) the first anniversary of the date on which Executive ceases to receive any payments from Parent, the Company or any of its Affiliates related to salary, bonus or severance (severance, the “Restricted Period”), Executive shall not directly or indirectly through another Person (i) induce or attempt to induce anyone who was engaged or employed by any employee of the Company or any Affiliate of the Company to leave the employ or engagement of the Company or such Affiliate, or in any way interfere with the relationship between the Company or any such Affiliate, on the one hand, and any such person employee thereof, on the other hand, (ii) hire any person who was engaged or employed by an employee of the Company or any Affiliate of the Company at any time until twenty-four twelve (2412) months after such individual’s employment relationship or engagement with the Company or such Affiliate has been terminated, terminated or (iii) induce or attempt to induce any customer, supplier, licensee or other business relation of the Company or any Affiliate of the Company to cease doing business with the Company or such Affiliate, or in any way interfere with the relationship between any such customer, supplier, licensee or business relation, on the one hand, and the Company or any Affiliate, on the other hand. Executive further agrees that, during the period of his employment and thereafter during the restricted period, Executive will not disparage the Company or any of its Affiliates or any of employee of the Company or its Affiliates in any manner whatsoever. (b) The Executive acknowledges that that, in the course of his employment with the Company and/or its Affiliates and their predecessors, he has become familiar, or will become familiar, with the Company’s and its Affiliates’ and their predecessors’ trade secrets and with other Confidential Information confidential information concerning the Company, its subsidiaries or Affiliates and their respective predecessors and that his services have been and will be of special, unique and extraordinary value to the Company, its subsidiaries Company and its Affiliates. Therefore, the Executive agrees that, during the Restricted period commencing on the Effective Date and ending on the date on which the Executive ceases to receive any payments related to salary, bonus or severance from the Company or any of its Affiliates (or in the case of a termination by the Company of the Executive’s employment for Cause or a termination by the Executive of his or her employment without Good Reason, the first anniversary of the date on which the Executive ceases to receive such payments) (the “Non-Compete Period”), the Executive shall not directly or indirectly, engage in the production, sale or distribution of any product produced, sold or distributed by the Company, Company or its subsidiaries or its or Affiliates on the Effective Date or during the Restricted Non-Compete Period anywhere in the same geographic areas world in which the Company, Company or its subsidiaries or any of its Affiliates is doing business. For purposes of this Agreement, the phrase “directly or indirectly engage in” shall include any direct or indirect ownership or profit participation interest in such enterprise, whether as an owner, stockholder, partner, principal, manager, agent, consultant, officer, investor, lender, joint venturer of or otherwise in any capacity whatsoeverotherwise, and shall include any direct or indirect participation in such enterprise as an employee, consultant, licensor of technology or otherwise. Nothing herein shall prohibit the Executive from being a passive owner of not more than two (2%) percent % of the outstanding stock or ownership interest of any class of a corporation or other entity which is publicly traded, so long as the Executive has no active participation in the business or management of such corporation or other entitycorporation. (c) The Executive understands that the foregoing restrictions may limit his ability to earn a livelihood in a business similar to the business of the Company and any of its subsidiaries and Affiliates, but he nevertheless believes that he has received and will receive sufficient consideration and other benefits as an employee of the Company and as otherwise provided hereunder or as described in the recitals hereto to clearly justify such restrictions which, in any event (that given his education, skills and ability), the Executive does not believe would prevent him from otherwise earning a living. The Executive has carefully considered the nature and extent of the restrictions placed upon him by this Agreement, and hereby acknowledges and agrees that the same are reasonable in time and territory and do not confer a benefit upon the Company disproportionate to the detriment of the Executive. (d) In the event (i) the Executive materially breaches the terms of this Agreement (including Section 5 or this Section 6 hereof), or materially breaches the terms of any other agreement between the Executive and the Company or its subsidiaries or (ii) the Executive’s employment is terminated by the Company for Cause, then the Company and its subsidiaries (or their designee) shall have the right, but not the obligation, to repurchase all or any portion of the shares of common stock held by the Executive (including any shares of the Company’s common stock received upon a distribution from any deferred compensation plan or any common stock issuable upon exercise of any options held by the Executive) for the lesser of (i) Original Cost and (ii) Fair Market Value (as each such term is defined in the Investor Rights Agreement dated as of the date hereof (the “Investor Rights Agreement”), between BHI Acquisition Corp. and the Holders (as defined therein). The determination date for purposes of determining the Fair Market Value shall be the closing date of the purchase of the applicable shares. The closing date of the purchase pursuant to this Section 6(d) shall take place on a date designated by the Company or its subsidiaries (or their designee), as applicable, in accordance with the provisions of the Investor Rights Agreement. The Company shall have the right to record the transfer of the shares of common stock in connection with such purchase on its books and records without the consent of the Executive.

Non-Solicitation/Non-Compete. (a) During the period commencing on the Effective Date and ending on the latter of (x) second anniversary of the Termination Date or (y) the first anniversary of the date on which Executive ceases to receive any payments from the Company or any of its Affiliates related to salary, bonus or severance (the “Restricted Period”), Executive shall not directly or indirectly through another Person (i) induce or attempt to induce anyone who was engaged or employed by the Company or any Affiliate of the Company to leave the employ or engagement of the Company or such Affiliate, or in any way interfere with the relationship between the Company or any such Affiliate, on the one hand, and any such person thereof, on the other hand, (ii) hire any person who was engaged or employed by the Company or any Affiliate of the Company at any time until twenty-four (24) months after such individual’s employment relationship or engagement with the Company or such Affiliate has been terminated, or (iii) induce or attempt to induce any customer, supplier, licensee or other business relation of the Company or any Affiliate of the Company to cease doing business with the Company or such Affiliate, or in any way interfere with the relationship between any such customer, supplier, licensee or business relation, on the one hand, and the Company or any Affiliate, on the other hand. Executive further Seller agrees that, during the period commencing on the date hereof and ending on the earlier of the third anniversary of the Closing Date and the first date on which Seller (together with its Affiliates) hold Holdco LLC Interests representing less than 10% of the outstanding Holdco LLC Interests or common stock or other equity securities into which the Holdco LLC Interests may be converted in anticipation of an initial public offering of Holdco or otherwise, neither it nor any of its Affiliates will directly or indirectly, without obtaining the prior written permission of Buyer, except for purposes of implementing the Transition Plan (i) induce or encourage any Applicable Employee to reject Opco’s offer of employment or to accept any other position or employment, (ii) induce or encourage any employee of Opco to terminate his or her employment with Opco, (iii) solicit for employment or any similar arrangement any employee of Opco or (iv) hire or assist any other Person in hiring any employee of Opco; provided, however, that for purposes of this Section 5.7(a) “solicit for employment” and thereafter during hiring shall not include (i) referrals for employment made by a placement agency or employment service so long as such placement agency or employment service has not targeted employees of Opco, and any hiring resulting therefrom, (ii) responses to any general advertisement not targeted at employees of Opco appearing in a newspaper, magazine, Internet sites or trade publication, and any hiring resulting therefrom, or (iii) solicitation or hiring of an employee of Opco who first contacts Seller on an unsolicited basis. (b) Buyer and each of the restricted periodCompanies agree that for the period commencing on the Closing and ending on the second anniversary of the Closing Date, Executive neither Buyer (including any of its Affiliates acting at the direction of Buyer or to whom information concerning the Companies or an Applicable Employee has been provided) nor any of the Companies (including any of their respective controlled Affiliates or any of their other respective Affiliates acting at the direction of the Companies or to whom information concerning the Companies or an Applicable Employee has been provided) will not disparage directly or indirectly, without obtaining the Company prior written permission of Seller, (i) solicit for employment or any similar arrangement any employee (other than, in the case of Opco, an Applicable Employee in a manner consistent with Section 5.5) of Seller or any of its Affiliates with whom Buyer or any of its Affiliates came into contact during the discussions relating to, negotiation of and execution of this Agreement or any Ancillary Agreement or who is then currently involved in providing services to Opco under any Ancillary Agreement, or (ii) hire or assist any other Person in hiring any employee of the Company Sellers or any of its Affiliates with whom Buyer or any of its Affiliates came into contact during the discussions relating to, negotiation of and execution of this Agreement or any Ancillary Agreement or who is then currently involved in providing services to Opco under any manner whatsoeverAncillary Agreement; provided, however, that for purposes of this Section 5.7(b) “solicit for employment” and hiring shall not include (i) referrals for employment made by a placement agency or employment service so long as such placement agency or employment service has not targeted employees of Seller or any of its Affiliates, and any hiring resulting therefrom, (ii) responses to any general advertisement not targeted at employees of Seller or any of its Affiliates appearing in a newspaper, magazine, Internet sites or trade publication, and any hiring resulting therefrom, or (iii) solicitation or hiring of an employee of Seller or any of its Affiliates who first contacts Buyer or any of its Affiliates on an unsolicited basis. (bc) Executive acknowledges that in the course of his employment with the Company and/or (i) Seller and its Affiliates and their predecessors, he has become familiar, or will become familiar, with the Company’s and its Affiliates’ and their predecessors’ trade secrets and with other Confidential Information concerning the Company, its subsidiaries or Affiliates and their respective predecessors and that his services have been and will be of special, unique and extraordinary value to the Company, its subsidiaries and its Affiliates. Therefore, Executive agrees that, during the Restricted Period, Executive shall not until the last day of the 54th month following the Closing Date, directly or indirectly, engage in or own or control a financial interest in a Person (other than Holdco or the production, sale Canadian Sub or distribution of any product produced, sold or distributed by the Company, its subsidiaries or its or Affiliates on the Effective Date or during the Restricted Period their respective subsidiaries) that engages in the same geographic areas Business (other than as contemplated in which the CompanySection 5.7(c)(ii) hereof); provided, its subsidiaries or however, that neither Seller nor any of its Affiliates is doing business. For purposes of this Agreement, the phrase “directly or indirectly engage in” shall include any direct or indirect ownership or profit participation interest in such enterprise, whether as an owner, stockholder, partner, principal, manager, agent, consultant, officer, investor, lender, joint venturer of or otherwise in any capacity whatsoever, and shall include any direct or indirect participation in such enterprise as an employee, consultant, licensor of technology or otherwise. Nothing herein shall prohibit Executive from being a passive owner of be required to terminate Transferred Contracts that cannot more than two (2%) percent of the outstanding stock or ownership interest of any class of a corporation or other entity which is publicly traded, so long as Executive has no active participation in the business or management of such corporation or other entity. (c) Executive understands that the foregoing restrictions may limit his ability to earn a livelihood in a business similar be validly transferred to the business of the Company and any of its subsidiaries and Affiliates, but he nevertheless believes that he has received and will receive sufficient consideration and other benefits as an employee of the Company and as otherwise provided hereunder or as described in the recitals hereto to clearly justify such restrictions which, in any event (that given his education, skills and ability), Executive does not believe would prevent him from otherwise earning a living. Executive has carefully considered the nature and extent of the restrictions placed upon him by this Agreement, and hereby acknowledges and agrees that the same are reasonable in time and territory and do not confer a benefit upon the Company disproportionate to the detriment of ExecutiveCompanies under their terms.

Non-Solicitation/Non-Compete. (a) During the period commencing on the Effective Date and ending on the latter of (x) second anniversary of the Date of Termination Date or (y) the first anniversary of the date on which Executive ceases to receive for any payments from the Company or any of its Affiliates related to salaryreason, bonus or severance (the “Restricted Period”), Executive Xxxxxxx shall not directly or indirectly through another Person (i) induce or attempt to induce anyone who was engaged or employed by any employee of the Company or any Affiliate of the Company to leave the employ or engagement of the Company or such Affiliate, or in any way interfere with the relationship between the Company or any such Affiliate, on the one hand, and any such person employee thereof, on the other hand, (ii) hire any person who was engaged or employed by an employee of the Company or any Affiliate of the Company at any time until twenty-four twelve (2412) months after such individual’s employment relationship or engagement with the Company or such Affiliate has been terminated, terminated or (iii) induce or attempt to induce any customer, supplier, licensee or other business relation of the Company or any Affiliate of the Company to cease doing business with the Company or such Affiliate, or in any way interfere with the relationship between any such customer, supplier, licensee or business relation, on the one hand, and the Company or any Affiliate, on the other hand. Executive further agrees that, during the period of his employment and thereafter during the restricted period, Executive will not disparage the Company or any of its Affiliates or any of employee of the Company or its Affiliates in any manner whatsoever. (b) Executive Xxxxxxx acknowledges that that, in the course of his employment with the Company and/or its Affiliates and their predecessors, he has become familiar, or will become familiar, with the Company’s and its Affiliates’ and their predecessors’ trade secrets and with other Confidential Information confidential information concerning the Company, its subsidiaries or Affiliates and their respective predecessors and that his services have been and will be of special, unique and extraordinary value to the Company, its subsidiaries Company and its Affiliates. Therefore, Executive Xxxxxxx agrees that, during the period commencing on the Effective Date and continuing through the eighteen month anniversary of the Date of Termination for any reason (“Restricted Period”), Executive Xxxxxxx shall not directly or indirectly, engage in the productionfabrication, sale or distribution of any product producedfabricated, sold or distributed by the Company, Company or its subsidiaries or its or Affiliates on the Effective Date of Termination or during the Restricted Period anywhere in the same geographic areas United States in which the Company, Company or its subsidiaries or any of its Affiliates is doing business. For purposes of this Agreement, the phrase “directly or indirectly engage in” shall include any direct or indirect ownership or profit participation interest in such enterprise, whether as an owner, stockholder, partner, principal, manager, agent, consultant, officer, investor, lender, joint venturer of or otherwise in any capacity whatsoeverotherwise, and shall include any direct or indirect participation in such enterprise as an employee, consultant, licensor of technology or otherwise. Nothing herein shall prohibit Executive Xxxxxxx from being a passive owner of not more than two (2%) percent 4.9% of the outstanding stock or ownership equity interest of in any class of a corporation or other entity which is publicly traded, so long as Executive Xxxxxxx has no active participation in the business or management of such corporation or other entitycorporation. (c) Executive understands that In the foregoing restrictions may limit event (i) Xxxxxxx materially breaches the terms of this Agreement (including Section 5 or this Section 6 hereof), or materially breaches the terms of any other agreement between Xxxxxxx and the Company or its subsidiaries; (ii) Xxxxxxx’x employment is terminated by the Company for Cause; (iii) Xxxxxxx resigns his ability to earn a livelihood in a business similar employment for any reason other than Good Reason prior to the business first anniversary of the Effective Date; or (iv) Xxxxxxx experiences a Bankruptcy Event (as that term is defined in the Investor Rights Agreement), then Parent (or its designee) shall have the right, but not the obligation, to repurchase all or any portion of the shares of common stock of Parent held by Xxxxxxx (including any shares of Parent’s common stock received upon a distribution from any deferred compensation plan or any common stock issuable upon exercise of any options held by Xxxxxxx) for the lesser of (x) Original Cost and (y) Fair Market Value (as each such term is defined in the Investor Rights Agreement). The determination date for purposes of determining the Fair Market Value shall be the closing date of the purchase of the applicable shares. The closing date of the purchase pursuant to this Section 6(d) shall take place on a date designated by the Company and any of or its subsidiaries and Affiliates(or their designee), but he nevertheless believes that he has received and will receive sufficient consideration and other benefits as an employee applicable, in accordance with the provisions of the Investor Rights Agreement. The Company and as otherwise provided hereunder (or as described in its designee) shall have the recitals hereto right to clearly justify such restrictions which, in any event (that given his education, skills and ability), Executive does not believe would prevent him from otherwise earning a living. Executive has carefully considered record the nature and extent transfer of the restrictions placed shares of common stock in connection with such purchase on its books and records without the consent of Xxxxxxx upon him receipt by this Agreement, and hereby acknowledges and agrees that the same are reasonable Xxxxxxx of payment in time and territory and do not confer a benefit upon the Company disproportionate to the detriment of Executivefull from Parent.

Non-Solicitation/Non-Compete. (a) During the period commencing on the Effective Date and ending on the latter of (x) second anniversary of the Termination Date or (y) the first anniversary termination of the date on which Executive ceases to receive Executive’s employment for any payments from reason, the Company or any of its Affiliates related to salary, bonus or severance (the “Restricted Period”), Executive shall not directly or indirectly through another Person (i) induce or attempt to induce anyone who was engaged any employee or employed by independent contractor of the Company or any Affiliate affiliate of the Company to leave the employ or engagement of the Company or such Affiliateaffiliate, or in any way interfere with the relationship between the Company or any such Affiliateaffiliate, on the one hand, and any such person employee or independent contractor thereof, on the other hand, (ii) hire any person who was engaged an employee or employed by independent contractor of the Company or any Affiliate affiliate of the Company at any time until twenty-four twelve (2412) months after such individual’s employment relationship or engagement with the Company or such Affiliate affiliate has been terminated, terminated or (iii) induce or attempt to induce any customercustomer (whether former or current), supplier, licensee or other business relation of the Company or any Affiliate affiliate of the Company to cease doing business with the Company or such Affiliateaffiliate, or in any way interfere with the relationship between any such customer, supplier, licensee or business relation, on the one hand, and the Company or any Affiliateaffiliate, on the other hand. Executive further agrees that, during the period of his employment and thereafter during the restricted period, Executive will not disparage the Company or any of its Affiliates or any of employee of the Company or its Affiliates in any manner whatsoever. (b) The Executive acknowledges that that, in the course of his employment with the Company and/or its Affiliates affiliates and their predecessors, he has become familiar, or will become familiar, with the Company’s and its Affiliatesaffiliates’ and their predecessors’ trade secrets and with other Confidential Information confidential information concerning the Company, its subsidiaries or Affiliates affiliates and their respective predecessors and that his services have been and will be of special, unique and extraordinary value to the Company, its subsidiaries Company and its Affiliatesaffiliates. Therefore, the Executive agrees that, during the period commencing on the Effective Date and continuing through the one-year anniversary of the termination of the Executive’s employment for any reason (“Restricted Period”), the Executive shall not not, directly or indirectly, engage in the productionown, sale or distribution of any product producedmanage, sold or distributed operate, control, be employed by the Company, its subsidiaries or its or Affiliates on the Effective Date or during the Restricted Period in the same geographic areas in which the Company, its subsidiaries or any of its Affiliates is doing business. For purposes of this Agreement, the phrase “directly or indirectly engage in” shall include any direct or indirect ownership or profit participation interest in such enterprise, (whether as an owner, stockholder, partner, principal, manager, agent, consultant, officer, investor, lender, joint venturer of or otherwise in any capacity whatsoever, and shall include any direct or indirect participation in such enterprise as an employee, consultant, licensor of technology independent contractor or otherwise, and whether or not for compensation) or render services to any person, firm, corporation or other entity, in whatever form, engaged in any business of the same type as any business in which the Company or any of the Affiliated Entities is engaged on the Date of Termination or in which they have proposed, on or prior to such date, to be engaged in on or after such date and in which the Executive has been involved to any extent (other than de minimis) at any time during the one (1) year period ending with the Date of Termination, in any locale of any country in which the Company or an Affiliated Entity conducts business. Notwithstanding the foregoing, it shall not be a violation of this Section 6(b) for the Executive to join a division or business line of a commercial enterprise with multiple divisions or business lines if such division or business line is not competitive with the businesses of the Company or any of the Affiliated Entities, provided that the Executive performs services solely for such non-competitive division or business line, and performs no functions on behalf of (and has no involvement with or direct or indirect responsibilities with respect to) businesses competitive with the businesses of the Company or any of the Affiliated Entities. Nothing herein shall prohibit the Executive from being a passive owner of not more than two (2%) percent 4.9% of the outstanding stock or ownership equity interest of in any class of a corporation or other entity which is publicly traded, so long as the Executive has no active participation in the business or management of such corporation or other entitycorporation. (c) Executive understands that the foregoing restrictions may limit his ability to earn a livelihood in a business similar to the business of the Company and any of its subsidiaries and Affiliates, but he nevertheless believes that he has received and will receive sufficient consideration and other benefits as an employee of the Company and as otherwise provided hereunder or as described in the recitals hereto to clearly justify such restrictions which, in any event (that given his education, skills and ability), Executive does not believe would prevent him from otherwise earning a living. Executive has carefully considered the nature and extent of the restrictions placed upon him by this Agreement, and hereby acknowledges and agrees that the same are reasonable in time and territory and do not confer a benefit upon the Company disproportionate to the detriment of Executive.

Non-Solicitation/Non-Compete. (a) During the period commencing on the Effective Date and ending on the latter of (x) second anniversary In consideration of the Termination Date or (y) the first anniversary of the date on which Executive ceases to receive any payments from numerous mutual promises contained herein between the Company and Executive, Executive, for his or himself and for or on behalf of any person or business entity in the state of Colorado, New Mexico, or any state in the United States that the company derives more than 5% of its Affiliates related to salary, bonus or severance revenue (the “Restricted PeriodNon-Compete Jurisdiction”)) engage in any of the following activities: a. Upon Executive's termination of employment with the Employer (voluntary or involuntary) and for a period of 12 months thereafter, said Executive shall not directly solicit any business from any customers or indirectly through another Person (i) induce or attempt to induce anyone who was engaged or employed by the Company or any Affiliate accounts of the Company to leave the employ or engagement of the Company or such Affiliate, or in any way interfere with the relationship between the Company or any such Affiliate, on the one hand, and any such person thereof, on the other hand, (ii) hire any person who was engaged or employed by the Company or any Affiliate of the Company at any time until twenty-four (24) months after such individual’s employment relationship or engagement with the Company or such Affiliate has been terminated, or (iii) induce or attempt to induce any customer, supplier, licensee or other business relation of the Company or any Affiliate of the Company to cease doing business with the Company or such Affiliate, or in any way interfere with the relationship between any such customer, supplier, licensee or business relation, on the one hand, and the Company or any Affiliate, on the other handEmployer. Executive further agrees that, during the period of his employment and thereafter during the restricted period, Executive will not disparage the Company or any of its Affiliates or any of employee of the Company or its Affiliates in any manner whatsoever (b) Executive acknowledges that in the course of his employment with the Company and/or its Affiliates and their predecessors, he has become familiar, or will become familiar, with the Company’s and its Affiliates’ and their predecessors’ trade secrets and with other Confidential Information concerning the Company, its subsidiaries or Affiliates and their respective predecessors and that his services have been and will be of special, unique and extraordinary value to the Company, its subsidiaries and its Affiliates. Therefore, Executive agrees that, during the Restricted Period, Executive shall not assist any third parties in soliciting the business of any customers or accounts of the Employer; and directly or indirectly, engage in the production, sale on his/her own behalf or distribution on behalf of any product produced, sold other person or distributed by the Company, its subsidiaries or its or Affiliates on the Effective Date or during the Restricted Period in the same geographic areas in which the Company, its subsidiaries or any of its Affiliates is doing business. For purposes of this Agreement, the phrase “directly or indirectly engage in” shall include any direct or indirect ownership or profit participation interest in such enterpriseentity, whether as an owner, stockholderdirector, officer, partner, principalExecutive, agent or consultant, for pay or otherwise, render services to or engage with any person or entity (or on Executive’s own behalf, if Executive is self-employed) that is engaged in a business of which the Company derives more than 5% of its business, nor shall Executive become interested in any such business, directly or indirectly, as an individual, partner, shareholder, member, manager, director, officer, principal, agent, Executive, trustee, consultant, officer, investor, lender, joint venturer of contractor or otherwise in any capacity whatsoeverother relationship or capacity; provided, and however, that nothing contained in this paragraph shall include any direct or indirect participation in such enterprise as an employee, consultant, licensor of technology or otherwise. Nothing herein shall be deemed to prohibit Executive from being a passive owner of not more than two acquiring, solely as an investment, up to four percent (24%) percent of the outstanding shares of capital stock or ownership interest of any class of a corporation or other entity which is whose shares are publicly traded; and, so long as for a period of twelve (12) months following the date upon which Executive has no active participation ceases being an Executive, solicit, induce, recruit, or participate in soliciting any individual who is employed by the business or management of such corporation or other entityCompany. b. In the event Executive fails to comply with any provisions herein, Executive hereby authorizes the Employer to obtain a Restraining Order which would restrain and enjoin Executive or any third party being assisted by said Executive in soliciting business (cother than employment) from any accounts or customers of the Employer. Should Executive understands desire to pursue an employment opportunity with any customer of the Employer, written consent of the Employer must be obtained. Such consent shall not be unreasonably withheld. c. Executive hereby acknowledges that the foregoing restrictions may limit his ability to earn a livelihood in a business similar to geographic boundaries, scope of prohibited activities and the business time duration of the Company provisions of this Section 10 are reasonable and any of its subsidiaries and Affiliates, but he nevertheless believes that he has received and will receive sufficient consideration and other benefits as an employee are no broader than are necessary to protect the legitimate business interests of the Company and as otherwise provided hereunder or as described in the recitals hereto to clearly justify such restrictions which, in any event (that given his education, skills and ability), Executive does not believe would prevent him from otherwise earning a living. Executive has carefully considered the nature and extent of the restrictions placed upon him by this Agreement, and hereby acknowledges and agrees that the same are reasonable in time and territory and do not confer a benefit upon the Company disproportionate to the detriment of ExecutiveCompany.

Non-Solicitation/Non-Compete. (a) During the period commencing on the Effective Date and ending on the latter of (x) second anniversary of the Termination Date or (y) the first anniversary of the date on which Executive ceases to receive termination of the Executive’s employment for any payments from reason, the Company or any of its Affiliates related to salary, bonus or severance (the “Restricted Period”), Executive shall not directly or indirectly through another Person (i) induce or attempt to induce anyone who was engaged any employee or employed by independent contractor of the Company or any Affiliate affiliate of the Company to leave the employ or engagement of the Company or such Affiliateaffiliate, or in any way interfere with the relationship between the Company or any such Affiliateaffiliate, on the one hand, and any such person employee or independent contractor thereof, on the other hand, (ii) hire any person who was engaged an employee or employed by independent contractor of the Company or any Affiliate affiliate of the Company at any time until twenty-four twelve (2412) months after such individual’s employment relationship or engagement with the Company or such Affiliate affiliate has been terminated, terminated or (iii) induce or attempt to induce any customercustomer (whether former or current), supplier, licensee or other business relation of the Company or any Affiliate affiliate of the Company to cease doing business with the Company or such Affiliateaffiliate, or in any way interfere with the relationship between any such customer, supplier, licensee or business relation, on the one hand, and the Company or any Affiliateaffiliate, on the other hand. Executive further agrees that, during the period of his employment and thereafter during the restricted period, Executive will not disparage the Company or any of its Affiliates or any of employee of the Company or its Affiliates in any manner whatsoever. (b) The Executive acknowledges that that, in the course of his employment with the Company and/or its Affiliates affiliates and their predecessors, he has become familiar, or will become familiar, with the Company’s and its Affiliatesaffiliates’ and their predecessors’ trade secrets and with other Confidential Information confidential information concerning the Company, its subsidiaries or Affiliates affiliates and their respective predecessors and that his services have been and will be of special, unique and extraordinary value to the Company, its subsidiaries Company and its Affiliatesaffiliates. Therefore, the Executive agrees that, during the period commencing on the Effective Date and continuing through the one-year anniversary of the termination of the Executive’s employment for any reason (“Restricted Period”), the Executive shall not not, directly or indirectly, engage in the productionown, sale or distribution of any product producedmanage, sold or distributed operate, control, be employed by the Company, its subsidiaries or its or Affiliates on the Effective Date or during the Restricted Period in the same geographic areas in which the Company, its subsidiaries or any of its Affiliates is doing business. For purposes of this Agreement, the phrase “directly or indirectly engage in” shall include any direct or indirect ownership or profit participation interest in such enterprise, (whether as an owner, stockholder, partner, principal, manager, agent, consultant, officer, investor, lender, joint venturer of or otherwise in any capacity whatsoever, and shall include any direct or indirect participation in such enterprise as an employee, consultant, licensor of technology independent contractor or otherwise, and whether or not for compensation) or render services to any person, firm, corporation or other entity, in whatever form, engaged in any business of the same type as any business in which the Company or any of the Affiliated Entities is engaged on the Date of Termination or in which they have proposed, on or prior to such date, to be engaged in on or after such date and in which the Executive has been involved to any extent (other than de minimis) at any time during the one (1) year period ending with the Date of Termination, in any locale of any country in which the Company or an Affiliated Entity conducts business. Notwithstanding the foregoing, it shall not be a violation of this Section 6(b) for the Executive to join a division or business line of a commercial enterprise with multiple divisions or business lines if such division or business line is not competitive with the businesses of the Company or any of the Affiliated Entities, provided that the Executive performs services solely for such non-competitive division or business line, and performs no functions on behalf of (and has no involvement with or direct or indirect responsibilities with respect to) businesses competitive with the businesses of the Company or any of the Affiliated Entities. Nothing herein shall prohibit the Executive from being a passive owner of not more than two (2%) percent 4.9% of the outstanding stock or ownership equity interest of in any class of a corporation or other entity which is publicly traded, so long as the Executive has no active participation in the business or management of such corporation or other entitycorporation. (c) Executive understands that the foregoing restrictions may limit his ability to earn a livelihood in a business similar to the business of the Company and any of its subsidiaries and Affiliates, but he nevertheless believes that he has received and will receive sufficient consideration and other benefits as an employee of the Company and as otherwise provided hereunder or as described in the recitals hereto to clearly justify such restrictions which, in any event (that given his education, skills and ability), Executive does not believe would prevent him from otherwise earning a living. Executive has carefully considered the nature and extent of the restrictions placed upon him by this Agreement, and hereby acknowledges and agrees that the same are reasonable in time and territory and do not confer a benefit upon the Company disproportionate to the detriment of Executive.

Non-Solicitation/Non-Compete. (a) During the period commencing on the Effective Date and ending on the latter of (x) second anniversary of the Date of Termination Date or (y) the first anniversary of the date on which Executive ceases to receive for any payments from the Company or any of its Affiliates related to salaryreason, bonus or severance (the “Restricted Period”), Executive Hxxxxxx shall not directly or indirectly through another Person (i) induce or attempt to induce anyone who was engaged or employed by any employee of the Company or any Affiliate of the Company to leave the employ or engagement of the Company or such Affiliate, or in any way interfere with the relationship between the Company or any such Affiliate, on the one hand, and any such person employee thereof, on the other hand, (ii) hire any person who was engaged or employed by an employee of the Company or any Affiliate of the Company at any time until twenty-four twelve (2412) months after such individual’s employment relationship or engagement with the Company or such Affiliate has been terminated, terminated or (iii) induce or attempt to induce any customer, supplier, licensee or other business relation of the Company or any Affiliate of the Company to cease doing business with the Company or such Affiliate, or in any way interfere with the relationship between any such customer, supplier, licensee or business relation, on the one hand, and the Company or any Affiliate, on the other hand. Executive further agrees that, during the period of his employment and thereafter during the restricted period, Executive will not disparage the Company or any of its Affiliates or any of employee of the Company or its Affiliates in any manner whatsoever. (b) Executive Hxxxxxx acknowledges that that, in the course of his employment with the Company and/or its Affiliates and their predecessors, he has become familiar, or will become familiar, with the Company’s and its Affiliates’ and their predecessors’ trade secrets and with other Confidential Information confidential information concerning the Company, its subsidiaries or Affiliates and their respective predecessors and that his services have been and will be of special, unique and extraordinary value to the Company, its subsidiaries Company and its Affiliates. Therefore, Executive Hxxxxxx agrees that, during the period commencing on the Effective Date and continuing through the eighteen month anniversary of the Date of Termination for any reason (“Restricted Period”), Executive Hxxxxxx shall not directly or indirectly, engage in the productionfabrication, sale or distribution of any product producedfabricated, sold or distributed by the Company, Company or its subsidiaries or its or Affiliates on the Effective Date of Termination or during the Restricted Period anywhere in the same geographic areas United States in which the Company, Company or its subsidiaries or any of its Affiliates is doing business. For purposes of this Agreement, the phrase “directly or indirectly engage in” shall include any direct or indirect ownership or profit participation interest in such enterprise, whether as an owner, stockholder, partner, principal, manager, agent, consultant, officer, investor, lender, joint venturer of or otherwise in any capacity whatsoeverotherwise, and shall include any direct or indirect participation in such enterprise as an employee, consultant, licensor of technology or otherwise. Nothing herein shall prohibit Executive Hxxxxxx from being a passive owner of not more than two (2%) percent 4.9% of the outstanding stock or ownership equity interest of in any class of a corporation or other entity which is publicly traded, so long as Executive Hxxxxxx has no active participation in the business or management of such corporation or other entitycorporation. (c) Executive understands that In the foregoing restrictions may limit event (i) Hxxxxxx materially breaches the terms of this Agreement (including Section 5 or this Section 6 hereof), or materially breaches the terms of any other agreement between Hxxxxxx and the Company or its subsidiaries; (ii) Hxxxxxx’x employment is terminated by the Company for Cause; (iii) Hxxxxxx resigns his ability to earn a livelihood in a business similar employment for any reason other than Good Reason prior to the business first anniversary of the Effective Date; or (iv) Hxxxxxx experiences a Bankruptcy Event (as that term is defined in the Investor Rights Agreement), then Parent (or its designee) shall have the right, but not the obligation, to repurchase all or any portion of the shares of common stock of Parent held by Hxxxxxx (including any shares of Parent’s common stock received upon a distribution from any deferred compensation plan or any common stock issuable upon exercise of any options held by Hxxxxxx) for the lesser of (x) Original Cost and (y) Fair Market Value (as each such term is defined in the Investor Rights Agreement). The determination date for purposes of determining the Fair Market Value shall be the closing date of the purchase of the applicable shares. The closing date of the purchase pursuant to this Section 6(d) shall take place on a date designated by the Company and any of or its subsidiaries and Affiliates(or their designee), but he nevertheless believes that he has received and will receive sufficient consideration and other benefits as an employee applicable, in accordance with the provisions of the Investor Rights Agreement. The Company and as otherwise provided hereunder (or as described in its designee) shall have the recitals hereto right to clearly justify such restrictions which, in any event (that given his education, skills and ability), Executive does not believe would prevent him from otherwise earning a living. Executive has carefully considered record the nature and extent transfer of the restrictions placed shares of common stock in connection with such purchase on its books and records without the consent of Hxxxxxx upon him receipt by this Agreement, and hereby acknowledges and agrees that the same are reasonable Hxxxxxx of payment in time and territory and do not confer a benefit upon the Company disproportionate to the detriment of Executivefull from Parent.

Non-Solicitation/Non-Compete. Employee acknowledges that by virtue of Employee’s employment with the Bank, Employee shall have access to and control of confidential and proprietary information concerning the Corporation’s and/or its affiliates’ business and that the Corporation’s business depends to a considerable extent on the individual skills, efforts, and leadership of Employee. Additionally, Employee acknowledges that the covenants contained in this Section 6 are reasonably necessary to protect the legitimate business interests of the Corporation and are described with sufficient accuracy and definiteness to enable him to understand the scope of the restrictions imposed on him. Accordingly and in consideration of the Corporation’s commitments to Employee under this Agreement, Employee expressly covenants and agrees that Employee shall not, without the prior consent of the Bank, during his employment and, subject to Section 6(c) below, for one (1) year following the cessation of his employment unless such cessation is for termination by the Bank for Cause, (a) During the period commencing on the Effective Date and ending on the latter of (x) second anniversary of the Termination Date Employee’s own or (y) the first anniversary of the date on which Executive ceases to receive any payments from the Company or any of its Affiliates related to salary, bonus or severance (the “Restricted Period”), Executive shall not directly or indirectly through another Person (i) induce or attempt to induce anyone who was engaged or employed by the Company or any Affiliate of the Company to leave the employ or engagement of the Company or such Affiliate, or in any way interfere with the relationship between the Company or any such Affiliate, on the one hand, and any such person thereof, on the other hand, (ii) hire any person who was engaged or employed by the Company or any Affiliate of the Company at any time until twenty-four (24) months after such individualanother’s employment relationship or engagement with the Company or such Affiliate has been terminated, or (iii) induce or attempt to induce any customer, supplier, licensee or other business relation of the Company or any Affiliate of the Company to cease doing business with the Company or such Affiliate, or in any way interfere with the relationship between any such customer, supplier, licensee or business relation, on the one hand, and the Company or any Affiliate, on the other hand. Executive further agrees that, during the period of his employment and thereafter during the restricted period, Executive will not disparage the Company or any of its Affiliates or any of employee of the Company or its Affiliates in any manner whatsoever (b) Executive acknowledges that in the course of his employment with the Company and/or its Affiliates and their predecessors, he has become familiar, or will become familiar, with the Company’s and its Affiliates’ and their predecessors’ trade secrets and with other Confidential Information concerning the Company, its subsidiaries or Affiliates and their respective predecessors and that his services have been and will be of special, unique and extraordinary value to the Company, its subsidiaries and its Affiliates. Therefore, Executive agrees that, during the Restricted Period, Executive shall not directly or indirectly, engage in the production, sale or distribution of any product produced, sold or distributed by the Company, its subsidiaries or its or Affiliates on the Effective Date or during the Restricted Period in the same geographic areas in which the Company, its subsidiaries or any of its Affiliates is doing business. For purposes of this Agreement, the phrase “directly or indirectly engage in” shall include any direct or indirect ownership or profit participation interest in such enterprisebehalf, whether as an ownerofficer, director, stockholder, partner, principalassociate, managerowner, agentemployee, consultantconsultant or otherwise: (i) within any city, officermetropolitan area or county in which the Corporation does business or is located, investorengage in any business activity (or assist others to engage in any business activity) that directly competes with the Corporation; (ii) solicit or do business that is the same, lendersimilar to, joint venturer of or otherwise in any capacity whatsoever, and shall include any direct competition with the business engaged in by the Corporation from or indirect participation in such enterprise as an employee, consultant, licensor of technology with persons or otherwise. Nothing herein shall prohibit Executive from being a passive owner of not more than two (2%) percent entities who are customers of the outstanding stock Corporation, who were customers of the Corporation at any time during the last year of Employee’s employment with the Bank, or ownership interest to whom the Corporation made proposals for business at any time during the last year of Employee’s employment with the Bank; or (iii) employ, offer employment to, or otherwise solicit for employment, any class of a corporation employee or other entity which person who is publicly traded, so long as Executive has no active participation in the business or management of such corporation or other entity. (c) Executive understands that the foregoing restrictions may limit his ability to earn a livelihood in a business similar to the business of the Company and any of its subsidiaries and Affiliates, but he nevertheless believes that he has received and will receive sufficient consideration and other benefits as then currently an employee of the Company Corporation or who was employed by the Corporation during the last year of Employee’s employment with the Bank. (b) within any city, metropolitan area or county in which the Corporation does business or is located, be employed or otherwise engaged by any entity that engages in the same, similar or otherwise competitive business as the Corporation, to provide the same or similar services that Employee provided to the Corporation. (i) If (A) the Bank terminates Employee’s employment without Cause and as otherwise provided hereunder (B) Employee waives in writing his right to receive payments pursuant to Section 5(c)(iii) hereof, the non-competition and non-solicitation restrictions contained in this Section 6 shall terminate on the later of (A) the cessation of Employee’s employment with the Bank or as (B) the Bank’s receipt of Employee’s waiver described in this Section 6(c)(i). (ii) In the recitals hereto to clearly justify such restrictions which, event that Employee’s employment terminates under any of the circumstances described in any event Section 8(b) (that given his education, skills and ability“Change in Control Termination”), Executive does not believe would prevent him from otherwise earning a living. Executive has carefully considered the nature non-competition and extent non-solicitation restrictions contained in this Section 6 shall terminate six (6) months following cessation of Employee’s employment with the restrictions placed upon him by this Agreement, and hereby acknowledges and agrees that the same are reasonable in time and territory and do not confer a benefit upon the Company disproportionate to the detriment of ExecutiveBank.

Non-Solicitation/Non-Compete. (a) During the For a period commencing on the Effective Date and ending on the latter of eighteen (x18) second anniversary of the Termination Date or (y) the first anniversary of the date on which Executive ceases to receive any payments months from the Company Closing Date, Parent and Seller shall not, and shall cause each other Restricted Party not to, directly or indirectly, (i) solicit to hire as an employee or solicit to engage as a consultant or hire as an employee or engage as a consultant any Business Employee or any employee of Buyer or any of its Affiliates related with whom Parent or Seller first comes in contact or who first becomes known to salaryParent or Seller, bonus or severance in each case, in connection with the transactions contemplated by this Agreement and the Ancillary Agreements (any of the foregoing persons, a “Buyer Restricted PeriodEmployee”), Executive or (ii) seek to induce or influence any such Buyer Restricted Employee to leave his or her employment with Buyer or any of its Affiliates; provided that no Restricted Party shall not directly be precluded from soliciting or indirectly through another Person hiring, or taking any other action with respect to, any Buyer Restricted Employee (i) induce or attempt to induce anyone who whose employment was engaged or employed terminated by the Company Buyer or any Affiliate of its Affiliates (including, for the avoidance of doubt, after the Closing, any member of the Company Group) at least six (6) months prior to leave the employ commencement of any solicitation or engagement inducement by any member of the Company Seller Group of such Buyer Restricted Employee or such Affiliate, or in any way interfere with the relationship between the Company or any such Affiliate, on the one hand, and any such person thereof, on the other hand, (ii) hire who, prior to any person who was engaged solicitation or employed inducement by the Company or any Affiliate member of the Company Seller Group, responds to a general or public solicitation not targeted at any time until twenty-four (24) months after such individual’s employment relationship or engagement with the Company or such Affiliate has been terminated, or (iii) induce or attempt to induce any customer, supplier, licensee or other business relation employees of the Company or any Affiliate of the Company to cease doing business with the Company or such Affiliate, or in any way interfere with the relationship between any such customer, supplier, licensee or business relation, on the one hand, and the Company or any Affiliate, on the other hand. Executive further agrees that, during the period of his employment and thereafter during the restricted period, Executive will not disparage the Company Buyer or any of its Affiliates or any of employee of the Company Business Employees (including by a search firm or pursuant to an online advertisement on its Affiliates in any manner whatsoeverwebsite). (b) Executive acknowledges that in For a period of eighteen (18) months from the course of his employment with Closing Date, Buyer shall not, and shall cause its controlled Affiliates (including, after the Closing, the Company and/or its Affiliates and their predecessorsGroup), he has become familiarnot to, or will become familiar, with the Company’s and its Affiliates’ and their predecessors’ trade secrets and with other Confidential Information concerning the Company, its subsidiaries or Affiliates and their respective predecessors and that his services have been and will be of special, unique and extraordinary value to the Company, its subsidiaries and its Affiliates. Therefore, Executive agrees that, during the Restricted Period, Executive shall not directly or indirectly, solicit to hire as an employee or solicit to engage in the production, sale as a consultant or distribution hire as an employee or engage as a consultant any employee of any product producedmember of the Seller Group with whom Buyer first comes in contact or who first becomes known to Buyer, sold in each case, in connection with the transactions contemplated by this Agreement and the Ancillary Agreements (any of the foregoing persons, a “Seller Restricted Employee”), or distributed by seek to induce or influence any such Seller Restricted Employee to leave his or her employment with the Company, its subsidiaries or its or Affiliates on applicable member of the Effective Date or during the Restricted Period in the same geographic areas in which the Company, its subsidiaries or Seller Group; provided that neither Buyer nor any of its Affiliates is doing business. For purposes shall be precluded from soliciting or hiring, or taking any other action with respect to, any Seller Restricted Employee (i) whose employment was terminated by the Seller Group at least six (6) months prior to commencement of this Agreementany solicitation or inducement by Buyer or its Affiliates of such Seller Restricted Employee or (ii) who, the phrase “directly prior to any solicitation or indirectly engage in” shall include any direct inducement by Buyer or indirect ownership its Affiliates, responds to a general or profit participation interest in such enterprise, whether as an owner, stockholder, partner, principal, manager, agent, consultant, officer, investor, lender, joint venturer of or otherwise in any capacity whatsoever, and shall include any direct or indirect participation in such enterprise as an employee, consultant, licensor of technology or otherwise. Nothing herein shall prohibit Executive from being a passive owner of public solicitation not more than two (2%) percent targeted at employees of the outstanding stock Seller Group (including by a search firm or ownership interest of any class of a corporation or other entity which is publicly traded, so long as Executive has no active participation in the business or management of such corporation or other entitypursuant to an online advertisement on its website). (c) Executive understands Subject to Section 6.10(d), for a period of eighteen (18) months from the Closing Date, Parent and Seller shall not, and shall cause each other Restricted Party not to, directly or indirectly: (i) engage or operate a Restricted Business or (ii) make an equity investment in any Person that is engaged or involved in a Restricted Business. (d) Notwithstanding anything to the contrary, none of the following actions shall constitute a breach of Section 6.10(c): (A) the purchase or ownership by the Restricted Parties, taken together, of a Person or business that derives less than twenty (20) percent of its total annual revenues from the Restricted Business, measured for the twelve (12) month period ended immediately prior to the date of such purchase, (B) the direct or indirect ownership by any Restricted Party of publicly traded interests in or securities of any Person engaged in the Restricted Business to the extent that such investment does not, directly or indirectly, confer on the Restricted Parties, taken together, more than five (5) percent of the voting power of such Person, (C) the investment in any fund in which the Restricted Parties have no discretion with respect to the investment strategy of such fund, and (D) the ownership of any equity interests through any Benefit Plans of the Seller Group or the participation in transactions involving derivatives or other financially settled instruments, financial products or transactions, including swaps, options, futures or similar instruments. (e) If a court or tribunal of competent jurisdiction determines that any term or provision contained in Section 6.10(a), Section 6.10(b), Section 6.10(d), or Section 6.10(d), as applicable, is invalid or unenforceable, the parties agree that the foregoing restrictions may limit his ability court or tribunal will have the power to earn reduce the scope, duration or geographic area of the term or provision, to delete specific words or phrases or to replace any invalid or unenforceable term or provision with a livelihood in a business similar term of provision that is valid and enforceable and that comes closest to expressing the intention of the invalid or unenforceable term or provision; provided that any such reduction, deletion or replacement shall only be to the business of the Company extent necessary to render such term or provision valid and any of its subsidiaries and Affiliates, but he nevertheless believes that he has received and will receive sufficient consideration and other benefits as an employee of the Company and as otherwise provided hereunder or as described in the recitals hereto to clearly justify such restrictions which, in any event (that given his education, skills and ability), Executive does not believe would prevent him from otherwise earning a living. Executive has carefully considered the nature and extent of the restrictions placed upon him by this Agreement, and hereby acknowledges and agrees that the same are reasonable in time and territory and do not confer a benefit upon the Company disproportionate to the detriment of Executiveenforceable.

Non-Solicitation/Non-Compete. (a) During the period commencing on the Effective Date and ending on the latter of (x) second anniversary of the Termination Date or (y) the first anniversary of the date on which Executive ceases to receive any payments from the Company or any of its Affiliates related to salary, bonus or severance (the “Restricted Period”), Executive shall not directly or indirectly through another Person (i) induce or attempt to induce anyone who was engaged or employed by the Company or any Affiliate of the Company to leave the employ or engagement of the Company or such Affiliate, or in any way interfere with the relationship between the Company or any such Affiliate, on the one hand, and any such person thereof, on the other hand, (ii) hire any person who was engaged or employed by the Company or any Affiliate of the Company at any time until twenty-four (24) months after such individual’s employment relationship or engagement with the Company or such Affiliate has been terminated, or (iii) induce or attempt to induce any customer, supplier, licensee or other business relation of the Company or any Affiliate of the Company to cease doing business with the Company or such Affiliate, or in any way interfere with the relationship between any such customer, supplier, licensee or business relation, on the one hand, and the Company or any Affiliate, on the other hand. Executive further Seller agrees that, during the period commencing on the date hereof and ending on the earlier of the third anniversary of the Closing Date and the first date on which Seller (together with its Affiliates) hold Holdco LLC Interests representing less than 10% of the outstanding Holdco LLC Interests or common stock or other equity securities into which the Holdco LLC Interests may be converted in anticipation of an initial public offering of Holdco or otherwise, neither it nor any of its Affiliates will directly or indirectly, without obtaining the prior written permission of Buyer, except for purposes of implementing the Transition Plan or performing the Master Employee Leasing Agreement (i) induce or encourage any Applicable Employee to reject Opco’s offer of employment or to accept any other position or employment, (ii) induce or encourage any employee of Opco to terminate his or her employment with Opco, (iii) solicit for employment or any similar arrangement any employee of Opco or (iv) hire or assist any other Person in hiring any employee of Opco; provided, however, that for purposes of this Section 5.7(a) “solicit for employment” and thereafter during hiring shall not include (i) referrals for employment made by a placement agency or employment service so long as such placement agency or employment service has not targeted employees of Opco, and any hiring resulting therefrom, (ii) responses to any general advertisement not targeted at employees of Opco appearing in a newspaper, magazine, Internet sites or trade publication, and any hiring resulting therefrom, or (iii) solicitation or hiring of an employee of Opco who first contacts Seller on an unsolicited basis. (b) Buyer and each of the restricted periodCompanies agree that for the period commencing on the Closing and ending on the second anniversary of the Closing Date, Executive neither Buyer (including any of its Affiliates acting at the direction of Buyer or to whom information concerning the Companies or an Applicable Employee has been provided) nor any of the Companies (including any of their respective controlled Affiliates or any of their other respective Affiliates acting at the direction of the Companies or to whom information concerning the Companies or an Applicable Employee has been provided) will not disparage directly or indirectly, without obtaining the Company prior written permission of Seller, (i) solicit for employment or any similar arrangement any employee (other than, in the case of Opco, an Applicable Employee in a manner consistent with Section 5.5) of Seller or any of its Affiliates with whom Buyer or any of its Affiliates came into contact during the discussions relating to, negotiation of and execution of this Agreement or any Ancillary Agreement or who is then currently involved in providing services to Opco under any Ancillary Agreement, or (ii) hire or assist any other Person in hiring any employee of the Company Sellers or any of its Affiliates with whom Buyer or any of its Affiliates came into contact during the discussions relating to, negotiation of and execution of this Agreement or any Ancillary Agreement or who is then currently involved in providing services to Opco under any manner whatsoeverAncillary Agreement; provided, however, that for purposes of this Section 5.7(b) “solicit for employment” and hiring shall not include (i) referrals for employment made by a placement agency or employment service so long as such placement agency or employment service has not targeted employees of Seller or any of its Affiliates, and any hiring resulting therefrom, (ii) responses to any general advertisement not targeted at employees of Seller or any of its Affiliates appearing in a newspaper, magazine, Internet sites or trade publication, and any hiring resulting therefrom, or (iii) solicitation or hiring of an employee of Seller or any of its Affiliates who first contacts Buyer or any of its Affiliates on an unsolicited basis. (bc) Executive acknowledges that in the course of his employment with the Company and/or (i) Seller and its Affiliates and their predecessors, he has become familiar, or will become familiar, with the Company’s and its Affiliates’ and their predecessors’ trade secrets and with other Confidential Information concerning the Company, its subsidiaries or Affiliates and their respective predecessors and that his services have been and will be of special, unique and extraordinary value to the Company, its subsidiaries and its Affiliates. Therefore, Executive agrees that, during the Restricted Period, Executive shall not until the last day of the 54th month following the Closing Date, directly or indirectly, engage in the production, sale or distribution of any product produced, sold own or distributed by the Company, its subsidiaries or its or Affiliates on the Effective Date or during the Restricted Period control a financial interest in a Person that engages in the same geographic areas in which the CompanyBusiness; provided, its subsidiaries or however, that neither Seller nor any of its Affiliates is doing business. For purposes of this Agreement, the phrase “directly or indirectly engage in” shall include any direct or indirect ownership or profit participation interest in such enterprise, whether as an owner, stockholder, partner, principal, manager, agent, consultant, officer, investor, lender, joint venturer of or otherwise in any capacity whatsoever, and shall include any direct or indirect participation in such enterprise as an employee, consultant, licensor of technology or otherwise. Nothing herein shall prohibit Executive from being a passive owner of be required to terminate Transferred Contracts that cannot more than two (2%) percent of the outstanding stock or ownership interest of any class of a corporation or other entity which is publicly traded, so long as Executive has no active participation in the business or management of such corporation or other entity. (c) Executive understands that the foregoing restrictions may limit his ability to earn a livelihood in a business similar be validly transferred to the business of the Company and any of its subsidiaries and Affiliates, but he nevertheless believes that he has received and will receive sufficient consideration and other benefits as an employee of the Company and as otherwise provided hereunder or as described in the recitals hereto to clearly justify such restrictions which, in any event (that given his education, skills and ability), Executive does not believe would prevent him from otherwise earning a living. Executive has carefully considered the nature and extent of the restrictions placed upon him by this Agreement, and hereby acknowledges and agrees that the same are reasonable in time and territory and do not confer a benefit upon the Company disproportionate to the detriment of ExecutiveCompanies under their terms.

Non-Solicitation/Non-Compete. (a) During his employment with the Company and for the period commencing on the Effective Termination Date and ending on the latter of twenty-four (x24) second month anniversary of the Termination Date or (y) the first anniversary of the date on which Executive ceases to receive for any payments from the Company or any of its Affiliates related to salaryreason, bonus or severance (the “Restricted Period”), Executive Kxxxx shall not directly or indirectly through another Person (i) induce or attempt to induce anyone who was engaged or employed by any employee of the Company or any Affiliate of the Company to leave the employ or engagement of the Company or such Affiliate, or in any way interfere with the relationship between the Company or any such Affiliate, on the one hand, and any such person employee thereof, on the other hand, (ii) hire any person who was engaged or employed by an employee of the Company or any Affiliate of the Company at any time until twenty-four twelve (2412) months after such individual’s employment relationship or engagement with the Company or such Affiliate has been terminated, terminated or (iii) induce or attempt to induce any customer, supplier, licensee or other business relation of the Company or any Affiliate of the Company to cease doing business with the Company or such Affiliate, or in any way interfere with the relationship between any such customer, supplier, licensee or business relation, on the one hand, and the Company or any Affiliate, on the other hand. Executive further agrees that, during the period of his employment and thereafter during the restricted period, Executive will not disparage the Company or any of its Affiliates or any of employee of the Company or its Affiliates in any manner whatsoever. (b) Executive Kxxxx acknowledges that that, in the course of his employment with the Company and/or its Affiliates and their predecessors, he has become familiar, or will become familiar, with the Company’s and its Affiliates’ and their predecessors’ trade secrets and with other Confidential Information concerning the Company, its subsidiaries or Affiliates and their respective predecessors and that his services have been and will be of special, unique and extraordinary value to the Company, its subsidiaries Company and its Affiliates. Therefore, Executive Kxxxx agrees that, that during his employment with the Company and for the period commencing on the Termination Date and continuing until the twelfth month anniversary of the Termination Date if his employment is terminated without Cause or he resigns his employment for Good Reason or for the period commencing on the Termination Date and continuing until the twenty-fourth month anniversary of the Termination Date if his employment is terminated for any other reason (the “Restricted Period”), Executive Kxxxx shall not directly or indirectly, engage in the productionfabrication, sale or distribution of any product producedfabricated, sold or distributed by the Company, Company or its subsidiaries or its or Affiliates on the Effective Termination Date or during the Restricted Period anywhere in the same geographic areas United States in which the Company, Company or its subsidiaries or any of its Affiliates is doing business. For purposes of this Agreement, the phrase “directly or indirectly engage in” shall include any direct or indirect ownership or profit participation interest in such enterprise, whether as an owner, stockholder, partner, principal, manager, agent, consultant, officer, investor, lender, joint venturer of or otherwise in any capacity whatsoeverotherwise, and shall include any direct or indirect participation in such enterprise as an employee, consultant, licensor of technology or otherwise. Nothing herein shall prohibit Executive Kxxxx from being a passive owner of not more than two (2%) percent 4.9% of the outstanding stock or ownership equity interest of in any class of a corporation or other entity which is publicly traded, so long as Executive Kxxxx has no active participation in the business or management of such corporation or other entitycorporation. (c) Executive understands that the foregoing restrictions may limit his ability to earn a livelihood in a business similar to the business of the Company and any of its subsidiaries and Affiliates, but he nevertheless believes that he has received and will receive sufficient consideration and other benefits as an employee of the Company and as otherwise provided hereunder or as described in the recitals hereto to clearly justify such restrictions which, in any event (that given his education, skills and ability), Executive does not believe would prevent him from otherwise earning a living. Executive has carefully considered the nature and extent of the restrictions placed upon him by this Agreement, and hereby acknowledges and agrees that the same are reasonable in time and territory and do not confer a benefit upon the Company disproportionate to the detriment of Executive.

Non-Solicitation/Non-Compete. (a) During his employment with the Company and for the period commencing on the Effective Termination Date and ending on the latter of twenty-four (x24) second month anniversary of the Termination Date or (y) the first anniversary of the date on which Executive ceases to receive for any payments from the Company or any of its Affiliates related to salaryreason, bonus or severance (the “Restricted Period”), Executive Lxxxx shall not directly or indirectly through another Person (i) induce or attempt to induce anyone who was engaged or employed by any employee of the Company or any Affiliate of the Company to leave the employ or engagement of the Company or such Affiliate, or in any way interfere with the relationship between the Company or any such Affiliate, on the one hand, and any such person employee thereof, on the other hand, (ii) hire any person who was engaged or employed by an employee of the Company or any Affiliate of the Company at any time until twenty-four twelve (2412) months after such individual’s employment relationship or engagement with the Company or such Affiliate has been terminated, terminated or (iii) induce or attempt to induce any customer, supplier, licensee or other business relation of the Company or any Affiliate of the Company to cease doing business with the Company or such Affiliate, or in any way interfere with the relationship between any such customer, supplier, licensee or business relation, on the one hand, and the Company or any Affiliate, on the other hand. Executive further agrees that, during the period of his employment and thereafter during the restricted period, Executive will not disparage the Company or any of its Affiliates or any of employee of the Company or its Affiliates in any manner whatsoever. (b) Executive Lxxxx acknowledges that that, in the course of his employment with the Company and/or its Affiliates and their predecessors, he has become familiar, or will become familiar, with the Company’s and its Affiliates’ and their predecessors’ trade secrets and with other Confidential Information concerning the Company, its subsidiaries or Affiliates and their respective predecessors and that his services have been and will be of special, unique and extraordinary value to the Company, its subsidiaries Company and its Affiliates. Therefore, Executive Lxxxx agrees that, that during his employment with the Company and for the period commencing on the Termination Date and continuing until the twelfth month anniversary of the Termination Date if his employment is terminated without Cause or he resigns his employment for Good Reason or for the period commencing on the Termination Date and continuing until the twenty-fourth month anniversary of the Termination Date if his employment is terminated for any other reason (the “Restricted Period”), Executive Lxxxx shall not directly or indirectly, engage in the productionfabrication, sale or distribution of any product producedfabricated, sold or distributed by the Company, Company or its subsidiaries or its or Affiliates on the Effective Termination Date or during the Restricted Period anywhere in the same geographic areas United States in which the Company, Company or its subsidiaries or any of its Affiliates is doing business. For purposes of this Agreement, the phrase “directly or indirectly engage in” shall include any direct or indirect ownership or profit participation interest in such enterprise, whether as an owner, stockholder, partner, principal, manager, agent, consultant, officer, investor, lender, joint venturer of or otherwise in any capacity whatsoeverotherwise, and shall include any direct or indirect participation in such enterprise as an employee, consultant, licensor of technology or otherwise. Nothing herein shall prohibit Executive Lxxxx from being a passive owner of not more than two (2%) percent 4.9% of the outstanding stock or ownership equity interest of in any class of a corporation or other entity which is publicly traded, so long as Executive Lxxxx has no active participation in the business or management of such corporation or other entitycorporation. (c) Executive understands that the foregoing restrictions may limit his ability to earn a livelihood in a business similar to the business of the Company and any of its subsidiaries and Affiliates, but he nevertheless believes that he has received and will receive sufficient consideration and other benefits as an employee of the Company and as otherwise provided hereunder or as described in the recitals hereto to clearly justify such restrictions which, in any event (that given his education, skills and ability), Executive does not believe would prevent him from otherwise earning a living. Executive has carefully considered the nature and extent of the restrictions placed upon him by this Agreement, and hereby acknowledges and agrees that the same are reasonable in time and territory and do not confer a benefit upon the Company disproportionate to the detriment of Executive.

Non-Solicitation/Non-Compete. (a) During the period commencing on at the Effective Date Time and ending on the latter of (x) second anniversary of the Termination Date or (y) the first anniversary of the date on which the Executive ceases to receive any payments from the Company or any of its Affiliates related to salary, bonus or severance (severance, the “Restricted Period”), Executive shall not directly or indirectly through another Person (i) induce or attempt to induce anyone who was engaged or employed by any employee of the Company or any Affiliate of the Company to leave the employ or engagement of the Company or such Affiliate, or in any way interfere with the relationship between the Company or any such Affiliate, on the one hand, and any such person employee thereof, on the other hand, (ii) hire any person who was engaged or employed by an employee of the Company or any Affiliate of the Company at any time until twenty-four twelve (2412) months after such individual’s employment relationship or engagement with the Company or such Affiliate has been terminated, terminated or (iii) induce or attempt to induce any customer, supplier, licensee or other business relation of the Company or any Affiliate of the Company to cease doing business with the Company or such Affiliate, or in any way interfere with the relationship between any such customer, supplier, licensee or business relation, on the one hand, and the Company or any Affiliate, on the other hand. Executive further agrees that, during the period of his employment and thereafter during the restricted period, Executive will not disparage the Company or any of its Affiliates or any of employee of the Company or its Affiliates in any manner whatsoever. (b) The Executive acknowledges that that, in the course of his employment with the Company and/or its Affiliates and their predecessors, he has become familiar, or will become familiar, with the Company’s and its Affiliates’ and their predecessors’ trade secrets and with other Confidential Information confidential information concerning the Company, its subsidiaries or Affiliates and their respective predecessors and that his services have been and will be of special, unique and extraordinary value to the Company, its subsidiaries Company and its Affiliates. Therefore, the Executive agrees that, during the Restricted period commencing at the Effective Time and ending on the date on which the Executive ceases to receive any payments related to salary, bonus or severance from the Company or any of its Affiliates (or in the case of a termination by the Company of the Executive’s employment for Cause or a termination by the Executive of his or her employment without Good Reason, in either case during the Employment Period, until the first anniversary of the date on which the Executive ceases to receive such payments) (the “Non-Compete Period”), the Executive shall not directly or indirectly, indirectly (i) engage in any business for the productionExecutive’s own account or otherwise derive any personal benefit from any Competitive Business, sale (ii) enter the employ of, or distribution of render any product producedservices to, sold any person engaged in any Competitive Business, or distributed by the Company, its subsidiaries or its or Affiliates on the Effective Date or during the Restricted Period (iii) acquire a financial interest in the same geographic areas in which the Company, its subsidiaries or any of its Affiliates is doing businessCompetitive Business. For purposes of this Agreement, the phrase “directly or indirectly engage in” shall include any direct or indirect ownership or profit participation interest in such enterprise, whether as an owner, stockholder, member, partner, principal, manager, agent, consultant, officer, investor, lender, joint venturer of or otherwise in any capacity whatsoeverotherwise, and shall include any direct or indirect participation in such enterprise as an employee, consultant, director, officer, licensor of technology or otherwise. For purposes of this Agreement, the term “Competitive Business” shall mean a business that engages in the production, sale or distribution of similar products produced, sold or distributed by the Company or any of its Affiliates and which derives 50% or more of its gross revenues from such similar products. Nothing herein shall prohibit the Executive from being a passive owner of not more than two (2%) percent % of the outstanding stock or ownership interest of any class of a corporation or other entity which is publicly traded, so long as the Executive has no active participation in the business or management of such corporation or other entitycorporation. (c) Executive understands that the foregoing restrictions may limit his ability to earn a livelihood in a business similar to the business of the Company and any of its subsidiaries and Affiliates, but he nevertheless believes that he has received and will receive sufficient consideration and other benefits as an employee of the Company and as otherwise provided hereunder or as described in the recitals hereto to clearly justify such restrictions which, in any event (that given his education, skills and ability), Executive does not believe would prevent him from otherwise earning a living. Executive has carefully considered the nature and extent of the restrictions placed upon him by this Agreement, and hereby acknowledges and agrees that the same are reasonable in time and territory and do not confer a benefit upon the Company disproportionate to the detriment of Executive.

Non-Solicitation/Non-Compete. (a) During As an inducement for Purchaser to enter into this Agreement and to consummate the period commencing on the Effective Date transactions contemplated by this Agreement, Parent shall not, and ending on the latter of (x) second anniversary shall cause each other member of the Termination Date Parent Group not to, and Parent shall not permit, cause or (y) the first anniversary encourage any of its respective Affiliates to, and shall cause each other member of the date Parent Group not to permit, cause or encourage any of its respective Affiliates to, directly or indirectly, (i) for two (2) years following the Closing Date, solicit, induce or attempt to solicit or induce the employment or services (whether as an employee, consultant, independent contractor or otherwise) of any Transferred Business Employee or independent contractor of the Transferred Entities as of Closing or any Person who has been an employee or independent contractor of the Transferred Entities within the twelve (12) month period immediately preceding the Closing Date, or seek to persuade any Transferred Business Employee or any such independent contractor or employee to discontinue employment or engagement, in each case without Purchaser’s prior written consent, (ii) for three (3) years following the Closing Date, hire or attempt to hire in any capacity (whether as an employee, consultant, independent contractor or otherwise) any Person listed on which Executive ceases to receive any payments from Section 6.14(a) of the Company Parent Disclosure Schedule, unless such Person has been terminated by Purchaser or any of its Affiliates related subsequent to salary, bonus the Closing and who has not been employed or severance engaged by any Transferred Entity for a period of at least six (the “Restricted Period”), Executive shall not directly or indirectly through another Person (i) induce or attempt to induce anyone who was engaged or employed by the Company or any Affiliate of the Company to leave the employ or engagement of the Company or such Affiliate, or in any way interfere with the relationship between the Company or any such Affiliate, on the one hand, and any such person thereof, on the other hand, (ii) hire any person who was engaged or employed by the Company or any Affiliate of the Company at any time until twenty-four (246) months after prior to the date of such individualhire, without Purchaser’s employment relationship or engagement with the Company or such Affiliate has been terminated, prior written consent or (iii) for three (3) years following the Closing Date, induce or attempt to induce any customer, supplier, licensee or other business relation of the Company or any Affiliate of the Company Transferred Entities to cease doing business with the Company or such AffiliateTransferred Entities, or in any way interfere with the relationship between the Transferred Entities and any such customer, supplier, licensee or other business relation, on relation thereof (including by inducing or attempting to induce any such person or entity to reduce the one hand, and the Company or any Affiliate, on the other hand. Executive further agrees that, during the period amount of his employment and thereafter during the restricted period, Executive will not disparage the Company or any of its Affiliates or any of employee of the Company or its Affiliates in any manner whatsoever (b) Executive acknowledges that in the course of his employment business it does with the Company and/or its Affiliates and their predecessors, he has become familiar, or will become familiar, with the Company’s and its Affiliates’ and their predecessors’ trade secrets and with other Confidential Information concerning the Company, its subsidiaries or Affiliates and their respective predecessors and that his services have been and will be of special, unique and extraordinary value to the Company, its subsidiaries and its Affiliates. Therefore, Executive agrees that, during the Restricted Period, Executive shall not directly or indirectly, engage in the production, sale or distribution of any product produced, sold or distributed by the Company, its subsidiaries or its or Affiliates on the Effective Date or during the Restricted Period in the same geographic areas in which the Company, its subsidiaries or any of its Affiliates is doing businessTransferred Entities). For purposes of this AgreementSection 6.14(a), the phrase terms “directly solicit the employment or indirectly engage inservices” shall not be deemed to include any direct generalized searches for employees through media advertisements of general circulation, employment search firms or indirect ownership or profit participation interest in such enterprise, whether as an owner, stockholder, partner, principal, manager, agent, consultant, officer, investor, lender, joint venturer of or otherwise in any capacity whatsoever, and shall include any direct or indirect participation in such enterprise as an employee, consultant, licensor of technology or otherwise. Nothing herein shall prohibit Executive from being a passive owner of not more than two (2%) percent of the outstanding stock or ownership interest of any class of a corporation or other entity which is publicly traded, so long as Executive has no active participation in the business or management of such corporation or other entityopen job fairs. (cb) Executive understands that As an inducement for Purchaser to enter into this Agreement and to consummate the foregoing restrictions may limit his ability to earn a livelihood in a business similar to the business of the Company and any of its subsidiaries and Affiliates, but he nevertheless believes that he has received and will receive sufficient consideration and other benefits as an employee of the Company and as otherwise provided hereunder or as described in the recitals hereto to clearly justify such restrictions which, in any event (that given his education, skills and ability), Executive does not believe would prevent him from otherwise earning a living. Executive has carefully considered the nature and extent of the restrictions placed upon him transactions contemplated by this Agreement, without the prior written consent of Purchaser, Parent shall not, and hereby acknowledges shall cause each other member of the Parent Group not to, and agrees Parent shall not permit, cause or encourage any of its respective Affiliates to, and shall cause each other member of the Parent Group not to permit, cause or encourage any of its respective Affiliates to, for three (3) years following the Closing Date, , engage in the Business (such business, a “Competing Business”); provided that nothing in this Agreement shall restrict any member of the Parent Group at any time from: (i) (x) owning ten percent (10%) or less of the Equity Interests of any Person, or (y) investing in any fund in which Parent and its Subsidiaries are passive and have no discretion with respect to the investment strategy of such fund; (ii) acquiring and, after such acquisition, owning an interest in any Person (or its successor) that is engaged in a Competing Business and operating such Competing Business if such Competing Business generated less than fifteen percent (15%) of such Person’s consolidated annual revenues in the last completed fiscal year of such Person (provided, that no Sensitive Business Information shall be disclosed to employees that are engaged on a day-to-day basis in such Competing Business); (iii) acquiring and, after such acquisition, owning an interest in any Person (or its successor) that is engaged in a Competing Business and operating such Competing Business if (A) such Competing Business generated more than fifteen percent (15%) of such Person’s consolidated annual revenues in the last completed fiscal year of such Person and (B) the applicable member of the Parent Group, within twelve (12) months after the consummation of such acquisition, enters into a definitive agreement to cause the divestiture of the Competing Business of such Person such that the same are restrictions set forth in this Section 6.14(b) but for this Section 6.14(b)(ii) would not have operated to prevent such ownership assuming the completion of such divestiture had occurred prior to such acquisition, and thereafter uses reasonable in time and territory and do not confer a benefit upon best efforts to complete such divestiture as soon as reasonably practicable;(iv) complying with its obligations under this Agreement or any of the Company disproportionate to the detriment of Executive.Ancillary Agreements; or

Non-Solicitation/Non-Compete. Upon any termination of Executive’s employment hereunder pursuant to Section 5(e) or 5(f) of this Agreement (a) During the period commencing on the Effective Date and ending on the latter of (x) second anniversary of the Termination Date or (y) the first anniversary of the date on which Executive ceases to receive any payments from the Company or any of its Affiliates related to salary, bonus or severance (the “Restricted Period”other than following a Change in Control), Executive agrees that he shall not not, either directly or indirectly through another Person indirectly, take any of the following actions, absent the written consent of the Company, for a period of one (1) year following such termination, provided, however, that effective September 1, 2011, the restrictions set forth in Section 8(c)(iii) below, shall apply for a six (6) month period following such termination: (i) induce or attempt to induce anyone who was engaged or employed by the Company or any Affiliate of the Company to leave the employ or engagement of the Company or such Affiliatesolicit, offer employment to, or take any other action intended (or that a reasonable person acting in like circumstances would expect) to have the effect of causing any way interfere with the relationship between the Company officer or any such Affiliate, on the one hand, and any such person thereof, on the other hand, (ii) hire any person who was engaged or employed by the Company or any Affiliate of the Company at any time until twenty-four (24) months after such individual’s employment relationship or engagement with the Company or such Affiliate has been terminated, or (iii) induce or attempt to induce any customer, supplier, licensee or other business relation of the Company or any Affiliate of the Company to cease doing business with the Company or such Affiliate, or in any way interfere with the relationship between any such customer, supplier, licensee or business relation, on the one hand, and the Company or any Affiliate, on the other hand. Executive further agrees that, during the period of his employment and thereafter during the restricted period, Executive will not disparage the Company or any of its Affiliates or any of employee of the Company or its Affiliates the Bank, or any of their respective subsidiaries or affiliates, to terminate his or her employment and accept employment or become affiliated with, or provide services for compensation in any manner capacity whatsoever to, any business whatsoever; (bii) Executive acknowledges solicit, provide any information, advice or recommendation or take any other action intended (or that a reasonable person acting in like circumstances would expect) to have the course effect of his employment with causing any customer of the Company and/or its Affiliates and their predecessors, he has become familiaror the Bank, or will become familiar, any subsidiary or affiliate of the Company or the Bank to terminate an existing business or commercial relationship with the Company’s and its Affiliates’ and their predecessors’ trade secrets and with other Confidential Information concerning , the Company, its subsidiaries or Affiliates and their respective predecessors and that his services have been and will be of special, unique and extraordinary value to the Company, its subsidiaries and its Affiliates. Therefore, Executive agrees that, during the Restricted Period, Executive shall not directly or indirectly, engage in the production, sale or distribution of any product produced, sold or distributed by the Company, its subsidiaries or its or Affiliates on the Effective Date or during the Restricted Period in the same geographic areas in which the Company, its subsidiaries Bank or any subsidiary or affiliate of its Affiliates is doing business. For purposes of this Agreement, the phrase “directly Company or indirectly engage in” shall include any direct or indirect ownership or profit participation interest in such enterprise, whether as the Bank; or (iii) become an owner, stockholder, partner, principal, manager, agent, consultant, officer, investor, lender, joint venturer of or otherwise in any capacity whatsoever, and shall include any direct or indirect participation in such enterprise as an employee, consultant, licensor of technology director, independent contractor, agent, joint venturer, partner, shareholder or otherwise. Nothing herein shall prohibit Executive from being a passive owner of not more than two (2%) percent of the outstanding stock or ownership interest trustee of any class of a corporation savings bank, savings and loan association, savings and loan holding company, credit union, bank or bank holding company, insurance company or agency, any mortgage or loan broker or any other entity which is publicly traded, so long as Executive has no active participation in the business or management of such corporation or other entity. (c) Executive understands that the foregoing restrictions may limit his ability to earn a livelihood in a business similar to competes with the business of the Company and or the Bank, or any of its their direct or indirect subsidiaries and Affiliatesor affiliates that has a headquarters or offices in any county in which the Company or the Bank has an office or has filed an application for regulatory approval to establish an office (the “Restricted Territory”). Notwithstanding anything to the contrary herein, but he nevertheless believes that he has received and will receive sufficient consideration and other benefits as an employee Executive shall not be prohibited from owning up to one percent of the Company and as otherwise provided hereunder outstanding equity securities of a corporation that is publicly traded on a national securities exchange or as described in the recitals hereto over-the-counter market so long as Executive, other than with respect to clearly justify such restrictions whichownership, shall not engage in any event (activity with such person that given his education, skills and abilityotherwise would violate this Section 8(c), Executive does not believe would prevent him from otherwise earning a living. Executive has carefully considered the nature and extent of the restrictions placed upon him by this Agreement, and hereby acknowledges and agrees that the same are reasonable in time and territory and do not confer a benefit upon the Company disproportionate to the detriment of Executive.

Non-Solicitation/Non-Compete. (a) During the period commencing on the Effective Date and ending on the latter of (x) second anniversary of the Termination Date or (y) the first anniversary termination of the date on which Executive ceases to receive Executive’s employment for any payments from the Company or any of its Affiliates related to salary, bonus or severance reason (the “Restricted Period”), the Executive shall not directly or indirectly through another Person (i) except in the good faith performance of his duties to the Company, induce or attempt to induce anyone who was engaged any employee or employed by independent contractor (other than independent contractors that provide services to ten or more clients and are not providing services specific to the commercial or operational nature of the Company or any Affiliate of the Company to leave the employ or engagement its subsidiaries, such as law firms, accounting firms, advertising agencies and investment bankers) of the Company or any of the Affiliated Entities to leave the Company or such AffiliateAffiliated Entity, or in any way interfere with the relationship between the Company or any such AffiliateAffiliated Entity, on the one hand, and any such person employee or independent contractor thereof, on the other hand, (ii) hire any person who was engaged an employee or employed by independent contractor of the Company or any Affiliate of the Company at any time Affiliated Entity until twenty-four twelve (2412) months after such individual’s employment relationship or engagement with the Company or such Affiliate Affiliated Entity has been terminated, terminated or (iii) except in the good faith performance of his duties to the Company, induce or attempt to induce any customercustomer (whether former or current), supplier, licensee or other business relation of the Company or any Affiliate subsidiary of the Company to cease doing business with the Company or such Affiliatesubsidiary, or in any way interfere with the relationship between any such customer, supplier, licensee or business relation, on the one hand, and the Company or any Affiliatesubsidiary of the Company, on the other hand. Executive further agrees that, during the period of his employment and thereafter during the restricted period, Executive will not disparage the Company or any of its Affiliates or any of employee of the Company or its Affiliates in any manner whatsoever. (b) The Executive acknowledges that that, in the course of his employment with the Company and/or its Affiliates Affiliated Entities and their predecessors, he has become familiar, or will become familiar, with the Company’s and its AffiliatesAffiliated Entities’ and their predecessors’ trade secrets and with other Confidential Information confidential information concerning the Company, its subsidiaries or Affiliates affiliates and their respective predecessors and that his services have been and will be of special, unique and extraordinary value to the Company, its subsidiaries Company and its Affiliatesaffiliates. Therefore, the Executive agrees that, during the Restricted Period, the Executive shall not not, directly or indirectly, engage in the productionown, sale or distribution of any product producedmanage, sold or distributed operate, control, be employed by the Company, its subsidiaries or its or Affiliates on the Effective Date or during the Restricted Period in the same geographic areas in which the Company, its subsidiaries or any of its Affiliates is doing business. For purposes of this Agreement, the phrase “directly or indirectly engage in” shall include any direct or indirect ownership or profit participation interest in such enterprise, (whether as an owner, stockholder, partner, principal, manager, agent, consultant, officer, investor, lender, joint venturer of or otherwise in any capacity whatsoever, and shall include any direct or indirect participation in such enterprise as an employee, consultant, licensor of technology independent contractor or otherwise, and whether or not for compensation) or render services to any person, firm, corporation or other entity, in whatever form, engaged in any business of the same type as any business in which the Company or any of its Affiliated Entities is engaged on the Date of Termination or in which they have proposed, on or prior to such date, to be engaged in on or after such date and in which the Executive has been involved to any extent (other than de minimis) at any time during the two (2) year period ending with the Date of Termination, in any locale of any country in which the Company or any of its Affiliated Entities conducts business. Nothing herein shall prohibit the Executive from being a passive owner of not more than two (2%) percent 4.9% of the outstanding stock or ownership equity interest of in any class of a corporation or other entity which is publicly traded, so long as the Executive has no active participation in the business or management of such corporation or other entitycorporation. (c) Executive understands that For the foregoing restrictions may limit his ability to earn a livelihood in a business similar avoidance of doubt, Section 6 of this Agreement shall apply to the business Executive in lieu of Section 9 of the Company and any of its subsidiaries and Affiliates, but he nevertheless believes that he has received and will receive sufficient consideration and other benefits as an employee of the Company and as otherwise provided hereunder or as described in the recitals hereto to clearly justify such restrictions which, in any event (that given his education, skills and ability), Executive does not believe would prevent him from otherwise earning a living. Executive has carefully considered the nature and extent of the restrictions placed upon him by this Securityholders Agreement, and hereby acknowledges and agrees that the same are reasonable in time and territory and do not confer a benefit upon the Company disproportionate to the detriment of Executive.

Non-Solicitation/Non-Compete. (a) During For a period of three (3) years following the period commencing on the Effective Date and ending on the latter expiration or termination of (x) second anniversary of the Termination Date or (y) the first anniversary of the date on which Executive ceases to receive any payments from the Company Seller’s employment with Madden or any of its Affiliates related to salaryaffiliates, bonus Seller shall not, for himself or severance (the “Restricted Period”)any other Person, Executive shall not directly or indirectly through another Person indirectly, (i) induce advise or attempt to induce anyone who was engaged or employed by the Company or encourage any Affiliate employee (including any employees of any of the Company to leave the employ Companies), agent, consultant, representative, customer, licensor, vendor or engagement supplier of Madden (including any of the Company or such AffiliateCompanies and any of their respective affiliates) to terminate his, her, or in its relationship with Madden (including any way interfere with of the relationship between the Company or any such Affiliate, on the one hand, Companies and any such person thereof, on affiliate) or to reduce the other handamount of business customarily done with Madden (including any of the Companies and any affiliate), (ii) hire recruit, solicit or attempt to solicit or participate in the solicitation of or employ or otherwise engage any person who was engaged or employed by employee (including any employees of any of the Company Companies, Madden or any Affiliate affiliate), agent, consultant or representative of Madden, any of the Company at Companies or any time until twenty-four (24) months after affiliate, or otherwise advise or encourage any such individual’s employment relationship person to become an employee, agent, representative or engagement with the Company consultant of or such Affiliate has been terminatedto any other Person, or (iii) induce attempt to do or do any of the foregoing, or assist, permit, entice, induce, encourage or allow any of his affiliates or personnel or any other person or entity to do or attempt to induce do any customeractivity which, supplierwere it done by Seller, licensee would violate any provision of this Section 6.11(a); provided that this Section 6.11(a) shall not prohibit soliciting or other business relation recruiting generally in the public media (without specifically targeting such employees, agents, consultants or representatives). (b) Seller acknowledges and recognizes the highly competitive nature of the Company or any Affiliate business of the Company to cease doing business with the Company or such Affiliate, or in any way interfere with the relationship between any such customer, supplier, licensee or business relation, on the one hand, Companies and the Company or any Affiliate, on the other handMadden. Executive further agrees that, during the For a period of his three (3) years following the expiration or termination of Seller’s employment and thereafter during the restricted period, Executive will not disparage the Company with Madden or any of its Affiliates affiliates, Seller hereby agrees that neither he nor any of his affiliates will, for itself or any other person or entity, directly or indirectly: (i) contact, solicit, attempt to solicit, participate in the solicitation of or do business (x) with any customer of Madden or any of employee of the Company or its Affiliates in any manner whatsoever (b) Executive acknowledges that in the course of his employment with the Company and/or its Affiliates and their predecessors, he has become familiar, or will become familiar, with the Company’s and its Affiliates’ and their predecessors’ trade secrets and with other Confidential Information concerning the Company, its subsidiaries or Affiliates and their respective predecessors and that his services have been and will be of special, unique and extraordinary value to the Company, its subsidiaries and its Affiliates. Therefore, Executive agrees that, during the Restricted Period, Executive shall not directly or indirectly, engage in the production, sale or distribution of any product produced, sold or distributed by the Company, its subsidiaries or its or Affiliates on the Effective Date or during the Restricted Period in the same geographic areas in which the Company, its subsidiaries Companies or any of its Affiliates their respective affiliates (or such customer’s respective affiliates) (each, a “Restricted Customer”); (ii) persuade or seek to persuade any Restricted Customer or any purchaser of services from any of the Companies, Madden or any of their respective affiliates to cease to do business or to reduce the amount of business which it has customarily done with such Company, Madden or any of their respective affiliates, as applicable, or contemplates doing with such Company, Madden or any of their respective affiliates; (iii) take any action which is doing business. For purposes intended, or could reasonably be expected, to harm, disparage, defame, slander, or lead to unwanted or unfavorable publicity to any of the Companies, Madden or any of their respective affiliates, or otherwise take any action which might detrimentally affect the reputation, image, relationships or public view of such Company, Madden or any of their respective affiliates; or (iv) attempt to do or do any of the foregoing, or assist, permit, entice, induce, encourage or allow any of his affiliates, members, stockholders, or personnel or any other person or entity to do or attempt to do any activity which, were it done by Seller, would violate any provision of this Agreement, the phrase “directly or indirectly engage in” shall include any direct or indirect ownership or profit participation interest in such enterprise, whether as an owner, stockholder, partner, principal, manager, agent, consultant, officer, investor, lender, joint venturer of or otherwise in any capacity whatsoever, and shall include any direct or indirect participation in such enterprise as an employee, consultant, licensor of technology or otherwise. Nothing herein shall prohibit Executive from being a passive owner of not more than two (2%) percent of the outstanding stock or ownership interest of any class of a corporation or other entity which is publicly traded, so long as Executive has no active participation in the business or management of such corporation or other entitySection 6.11(b). (c) Executive understands that the foregoing restrictions may limit his ability to earn a livelihood in a business similar to the business of the Company and any of its subsidiaries and Affiliates, but he nevertheless believes that he has received and will receive sufficient consideration and other benefits as an employee of the Company and as otherwise provided hereunder or as described in the recitals hereto to clearly justify such restrictions which, in any event (that given his education, skills and ability), Executive does not believe would prevent him from otherwise earning a living. Executive has carefully considered the nature and extent of the restrictions placed upon him by this Agreement, and hereby acknowledges and agrees that the same are reasonable in time and territory and do not confer a benefit upon the Company disproportionate to the detriment of Executive.

Non-Solicitation/Non-Compete. (a) During the period commencing on the Effective Date and ending on the latter of (x) second anniversary of the Termination Date or (y) the first anniversary of the date on which Executive ceases to receive any payments from the Company or any of its Affiliates related to salary, bonus or severance (the “Restricted Period”), Executive shall not directly or indirectly through another Person (i) induce or attempt to induce anyone who was engaged or employed by the Company or any Affiliate of the Company to leave the employ or engagement of the Company or such Affiliate, or in any way interfere with the relationship between the Company or any such Affiliate, on the one hand, and any such person thereof, on the other hand, (ii) hire any person who was engaged or employed by the Company or any Affiliate of the Company at any time until twenty-four (24) months after such individual’s employment relationship or engagement with the Company or such Affiliate has been terminated, or (iii) induce or attempt to induce any customer, supplier, licensee or other business relation of the Company or any Affiliate of the Company to cease doing business with the Company or such Affiliate, or in any way interfere with the relationship between any such customer, supplier, licensee or business relation, on the one hand, and the Company or any Affiliate, on the other hand. Executive further agrees that, during the period of his employment and thereafter during the restricted period, Executive will not disparage the Company or any of its Affiliates or any of employee of the Company or its Affiliates in any manner whatsoever. (b) Executive acknowledges that in the course of his employment with the Company and/or its Affiliates and their predecessors, he has become familiar, or will become familiar, with the Company’s and its Affiliates’ and their predecessors’ trade secrets and with other Confidential Information concerning the Company, its subsidiaries or Affiliates and their respective predecessors and that his services have been and will be of special, unique and extraordinary value to the Company, its subsidiaries and its Affiliates. Therefore, Executive agrees that, during the Restricted Period, Executive shall not directly or indirectly, engage in the production, sale or distribution of any product produced, sold or distributed by the Company, its subsidiaries or its or Affiliates on the Effective Date or during the Restricted Period in the same geographic areas in which the Company, its subsidiaries or any of its Affiliates is doing business. For purposes of this Agreement, the phrase “directly or indirectly engage in” shall include any direct or indirect ownership or profit participation interest in such enterprise, whether as an owner, stockholder, partner, principal, manager, agent, consultant, officer, investor, lender, joint venturer of or otherwise in any capacity whatsoever, and shall include any direct or indirect participation in such enterprise as an employee, consultant, licensor of technology or otherwise. Nothing herein shall prohibit Executive from being a passive owner of not more than two (2%) percent of the outstanding stock or ownership interest of any class of a corporation or other entity which is publicly traded, so long as Executive has no active participation in the business or management of such corporation or other entity. (c) Executive understands that the foregoing restrictions may limit his ability to earn a livelihood in a business similar to the business of the Company and any of its subsidiaries and Affiliates, but he nevertheless believes that he has received and will receive sufficient consideration and other benefits as an employee of the Company and as otherwise provided hereunder or as described in the recitals hereto to clearly justify such restrictions which, in any event (that given his education, skills and ability), Executive does not believe would prevent him from otherwise earning a living. Executive has carefully considered the nature and extent of the restrictions placed upon him by this Agreement, and hereby acknowledges and agrees that the same are reasonable in time and territory and do not confer a benefit upon the Company disproportionate to the detriment of Executive.

Non-Solicitation/Non-Compete. (a) Each Management Holder shall be bound the non-compete and non-solicitation provisions contained in this Section 6, unless any Management Holder is a party to an employment or other similar agreement with the Company or any of its subsidiaries which contains non-compete and non-solicitation provisions, in which event such Management Holder shall only be bound by the non-compete and non-solicitation provisions contained in such employment or other agreement and shall not be bound by the provisions of this Section 6. (b) During the period commencing on the Effective Date date hereof and ending on the latter of (x) second anniversary of the Termination Date or (y) the first anniversary of the date on which Executive the Management Holder ceases to receive any payments related to salary, bonus or severance from the Company or any of its Affiliates related to salaryAffiliates, bonus or severance (the “Restricted Period”), Executive Management Holder shall not directly or indirectly through another Person (i) induce or attempt to induce anyone who was engaged or employed by any employee of the Company or any Affiliate of the Company to leave the employ or engagement of the Company or such Affiliate, or in any way interfere with the relationship between the Company or any such Affiliate, on the one hand, and any such person employee thereof, on the other hand, (ii) hire any person who was engaged or employed by an employee of the Company or any Affiliate of the Company at any time until twenty-four twelve (2412) months after such individual’s employment relationship or engagement with the Company or such Affiliate has been terminated, terminated or (iii) induce or attempt to induce any customer, supplier, licensee or other business relation of the Company or any Affiliate of the Company to cease doing business with the Company or such Affiliate, or in any way interfere with the relationship between any such customer, supplier, licensee or business relation, on the one hand, and the Company or any such Affiliate, on the other hand. Executive further agrees . (c) Each Management Holder acknowledges that, during the period of his employment and thereafter during the restricted period, Executive will not disparage the Company or any of its Affiliates or any of employee of the Company or its Affiliates in any manner whatsoever (b) Executive acknowledges that in the course of his employment with the Company and/or its Affiliates and their predecessors, he has become familiar, or will become familiar, with the Company’s and its Affiliates’ and their predecessors’ trade secrets and with other Confidential Information confidential information concerning the Company, its subsidiaries or Affiliates and their respective predecessors and that his services have been and will be of special, unique and extraordinary value to the Company, its subsidiaries Company and its Affiliates. Therefore, Executive each Management Holder agrees that, during the Restricted period commencing on the date hereof and ending on the date on which the Management Holder ceases to receive any payments related to salary, bonus or severance from the Company or any of its Affiliates (or in the case of a termination by the Company of the Management Holder’s employment for Cause or a termination by the Management Holder of his or her employment without Good Reason, the first anniversary of the date on which the Management Holder ceases to receive such payments) (the “Non-Compete Period”), Executive such Management Holder shall not directly or indirectly, engage in the production, sale or distribution of any product produced, sold or distributed by the Company, Company or its subsidiaries or its or Affiliates on as of the Effective Date date hereof or during the Restricted Non-Compete Period anywhere in the same geographic areas world in which the Company, Company or its subsidiaries or any of its Affiliates is doing business. For purposes of this AgreementSection 6(c), the phrase “directly or indirectly engage in” shall include any direct or indirect ownership or profit participation interest in such enterprise, whether as an owner, stockholder, partner, principal, manager, agent, consultant, officer, investor, lender, joint venturer of or otherwise in any capacity whatsoeverotherwise, and shall include any direct or indirect participation in such enterprise as an employee, consultant, licensor of technology or otherwise. Nothing herein ; provided, however, that nothing in this Section 6 shall prohibit Executive any Management Holder from being a passive owner of not more than two (2%) percent % of the outstanding stock or ownership interest of any class of a corporation or other entity which is publicly traded, so long as Executive such Management Holder has no active participation in the business or management of such corporation or other entitycorporation. (cd) Executive Each Management Holder understands that the foregoing restrictions may limit his ability to earn a livelihood in a business similar to the business of the Company and any of its subsidiaries and Affiliates, but he nevertheless believes that he has received and will receive sufficient consideration and other benefits as an employee of the Company and as otherwise provided hereunder or as described in the recitals hereto to clearly justify such restrictions which, in any event (that given his education, skills and ability), Executive such Management Holder does not believe would prevent him from otherwise earning a living. Executive Each Management Holder has carefully considered the nature and extent of the restrictions placed upon him by this Agreement, and hereby acknowledges and agrees that the same are reasonable in time and territory and do not confer a benefit upon the Company disproportionate to the detriment of Executivewhich the same may cause such Management Holder.

Non-Solicitation/Non-Compete. (a) During the period commencing on the Effective Date and ending on the latter of (x) second anniversary of the Termination Date or (y) the first anniversary termination of the date on which Executive ceases to receive Executive’s employment for any payments from the Company or any of its Affiliates related to salary, bonus or severance reason (the “Restricted Period”), the Executive shall not directly or indirectly through another Person (i) except in the good faith performance of his duties to the Company, induce or attempt to induce anyone who was engaged any employee or employed by independent contractor (other than independent contractors that provide services to ten or more clients and are not providing services specific to the commercial or operational nature of the Company or any Affiliate of the Company to leave the employ or engagement its subsidiaries, such as law firms, accounting firms, advertising agencies and investment bankers) of the Company or any of the Affiliated Entities to leave the Company or such AffiliateAffiliated Entity, or in any way interfere with the relationship between the Company or any such AffiliateAffiliated Entity, on the one hand, and any such person employee or independent contractor thereof, on the other hand, (ii) hire any person who was engaged an employee or employed by independent contractor of the Company or any Affiliate of the Company at any time Affiliated Entity until twenty-four twelve (2412) months after such individual’s employment relationship or engagement with the Company or such Affiliate Affiliated Entity has been terminated, terminated or (iii) except in the good faith performance of his duties to the Company, induce or attempt to induce any customercustomer (whether former or current), supplier, licensee or other business relation of the Company or any Affiliate subsidiary of the Company to cease doing business with the Company or such Affiliatesubsidiary, or in any way interfere with the relationship between any such customer, supplier, licensee or business relation, on the one hand, and the Company or any Affiliatesubsidiary of the Company, on the other hand. Executive further agrees that, during the period of his employment and thereafter during the restricted period, Executive will not disparage the Company or any of its Affiliates or any of employee of the Company or its Affiliates in any manner whatsoever. (b) The Executive acknowledges that that, in the course of his employment with the Company and/or its Affiliates Affiliated Entities and their predecessors, he has become familiar, or will become familiar, with the Company’s and its AffiliatesAffiliated Entities’ and their predecessors’ trade secrets and with other Confidential Information confidential information concerning the Company, its subsidiaries or Affiliates affiliates and their respective predecessors and that his services have been and will be of special, unique and extraordinary value to the Company, its subsidiaries Company and its Affiliatesaffiliates. Therefore, the Executive agrees that, during the Restricted Period, the Executive shall not not, directly or indirectly, engage in the productionown, sale or distribution of any product producedmanage, sold or distributed operate, control, be employed by the Company, its subsidiaries or its or Affiliates on the Effective Date or during the Restricted Period in the same geographic areas in which the Company, its subsidiaries or any of its Affiliates is doing business. For purposes of this Agreement, the phrase “directly or indirectly engage in” shall include any direct or indirect ownership or profit participation interest in such enterprise, (whether as an owner, stockholder, partner, principal, manager, agent, consultant, officer, investor, lender, joint venturer of or otherwise in any capacity whatsoever, and shall include any direct or indirect participation in such enterprise as an employee, consultant, licensor of technology independent contractor or otherwise, and whether or not for compensation) or render services to any person, firm, corporation or other entity, in whatever form, engaged in any business of the same type as any business in which the Company or any of its Affiliated Entities is engaged on the Date of Termination or in which they have proposed, on or prior to such date, to be engaged in on or after such date and in which the Executive has been involved to any extent (other than de minimis) at any time during the two (2) year period ending with the Date of Termination, in any locale of any country in which the Company or any of its Affiliated Entities conducts business. Nothing herein shall prohibit the Executive from being a passive owner of not more than two (2%) percent 4.9% of the outstanding stock or ownership equity interest of in any class of a corporation or other entity which is publicly traded, so long as the Executive has no active participation in the business or management of such corporation or other entitycorporation. (c) Executive understands that the foregoing restrictions may limit his ability to earn a livelihood in a business similar to the business of the Company and any of its subsidiaries and Affiliates, but he nevertheless believes that he has received and will receive sufficient consideration and other benefits as an employee of the Company and as otherwise provided hereunder or as described in the recitals hereto to clearly justify such restrictions which, in any event (that given his education, skills and ability), Executive does not believe would prevent him from otherwise earning a living. Executive has carefully considered the nature and extent of the restrictions placed upon him by this Agreement, and hereby acknowledges and agrees that the same are reasonable in time and territory and do not confer a benefit upon the Company disproportionate to the detriment of Executive.

Non-Solicitation/Non-Compete. (a) During the period commencing on the Effective Date and ending on the latter of (x) second anniversary of the Termination Date or (y) the first anniversary of the date on which Executive ceases to receive termination of the Executive’s employment for any payments from the Company or any of its Affiliates related to salary, bonus or severance reason (the “Restricted Period”), the Executive shall not directly or indirectly through another Person (i) induce or attempt to induce anyone who was engaged any employee or employed by independent contractor of the Company or any Affiliate of the Company Affiliated Entities to leave the employ or engagement of the Company or such AffiliateAffiliated Entity, or in any way interfere with the relationship between the Company or any such AffiliateAffiliated Entity, on the one hand, and any such person employee or independent contractor thereof, on the other hand, (ii) hire any person who was engaged an employee or employed by independent contractor of the Company or any Affiliate of the Company at any time Affiliated Entity until twenty-four twelve (2412) months after such individual’s employment relationship or engagement with the Company or such Affiliate Affiliated Entity has been terminated, terminated or (iii) induce or attempt to induce any customercustomer (whether former or current), supplier, licensee or other business relation of the Company or any Affiliate subsidiary of the Company to cease doing business with the Company or such Affiliatesubsidiary, or in any way interfere with the relationship between any such customer, supplier, licensee or business relation, on the one hand, and the Company or any Affiliatesubsidiary of the Company, on the other hand. Executive further agrees that, during the period of his employment and thereafter during the restricted period, Executive will not disparage the Company or any of its Affiliates or any of employee of the Company or its Affiliates in any manner whatsoever. (b) The Executive acknowledges that that, in the course of his employment with the Company and/or its Affiliates Affiliated Entities and their predecessors, he has become familiar, or will become familiar, with the Company’s and its AffiliatesAffiliated Entities’ and their predecessors’ trade secrets and with other Confidential Information confidential information concerning the Company, its subsidiaries or Affiliates affiliates and their respective predecessors and that his services have been and will be of special, unique and extraordinary value to the Company, its subsidiaries Company and its Affiliatesaffiliates. Therefore, the Executive agrees that, during the Restricted Period, the Executive shall not not, directly or indirectly, engage in the productionown, sale or distribution of any product producedmanage, sold or distributed operate, control, be employed by the Company, its subsidiaries or its or Affiliates on the Effective Date or during the Restricted Period in the same geographic areas in which the Company, its subsidiaries or any of its Affiliates is doing business. For purposes of this Agreement, the phrase “directly or indirectly engage in” shall include any direct or indirect ownership or profit participation interest in such enterprise, (whether as an owner, stockholder, partner, principal, manager, agent, consultant, officer, investor, lender, joint venturer of or otherwise in any capacity whatsoever, and shall include any direct or indirect participation in such enterprise as an employee, consultant, licensor of technology independent contractor or otherwise, and whether or not for compensation) or render services to any person, firm, corporation or other entity, in whatever form, engaged in any business of the same type as any business in which the Company or any of its Affiliated Entities is engaged on the Date of Termination or in which they have proposed, on or prior to such date, to be engaged in on or after such date and in which the Executive has been involved to any extent (other than de minimis) at any time during the one (1) year period ending with the Date of Termination, in any locale of any country in which the Company or any of its Affiliated Entities conducts business. Nothing herein shall prohibit the Executive from being a passive owner of not more than two (2%) percent 4.9% of the outstanding stock or ownership equity interest of in any class of a corporation or other entity which is publicly traded, so long as the Executive has no active participation in the business or management of such corporation or other entitycorporation. (c) Executive understands that the foregoing restrictions may limit his ability to earn a livelihood in a business similar Notwithstanding anything to the business of the Company and any of its subsidiaries and Affiliates, but he nevertheless believes that he has received and will receive sufficient consideration and other benefits as an employee of the Company and as otherwise provided hereunder or as described contrary in the recitals hereto to clearly justify such restrictions which, in any event (that given his education, skills and ability), Executive does not believe would prevent him from otherwise earning a living. Executive has carefully considered the nature and extent of the restrictions placed upon him by this Agreement, and hereby acknowledges and agrees that for the same are reasonable avoidance of doubt, the provisions of this Section 6 shall in no event preclude the Executive from being employed by the Seller at any time and territory and do not confer a benefit upon after the Company disproportionate to the detriment of ExecutiveEffective Date.

Non-Solicitation/Non-Compete. (a) During the period commencing on the Effective Date and ending on the latter of twenty-four (x24) second month anniversary of the Date of Termination Date or (y) the first anniversary of the date on which Executive ceases to receive for any payments from the Company or any of its Affiliates related to salaryreason, bonus or severance (the “Restricted Period”), Executive Xxxxxxx shall not directly or indirectly through another Person (i) induce or attempt to induce anyone who was engaged or employed by any employee of the Company or any Affiliate of the Company to leave the employ or engagement of the Company or such Affiliate, or in any way interfere with the relationship between the Company or any such Affiliate, on the one hand, and any such person employee thereof, on the other hand, (ii) hire any person who was engaged or employed by an employee of the Company or any Affiliate of the Company at any time until twenty-four twelve (2412) months after such individual’s employment relationship or engagement with the Company or such Affiliate has been terminated, terminated or (iii) induce or attempt to induce any customer, supplier, licensee or other business relation of the Company or any Affiliate of the Company to cease doing business with the Company or such Affiliate, or in any way interfere with the relationship between any such customer, supplier, licensee or business relation, on the one hand, and the Company or any Affiliate, on the other hand. Executive further agrees that, during the period of his employment and thereafter during the restricted period, Executive will not disparage the Company or any of its Affiliates or any of employee of the Company or its Affiliates in any manner whatsoever. (b) Executive Xxxxxxx acknowledges that that, in the course of his employment with the Company and/or its Affiliates and their predecessors, he has become familiar, or will become familiar, with the Company’s and its Affiliates’ and their predecessors’ trade secrets and with other Confidential Information confidential information concerning the Company, its subsidiaries or Affiliates and their respective predecessors and that his services have been and will be of special, unique and extraordinary value to the Company, its subsidiaries Company and its Affiliates. Therefore, Executive Xxxxxxx agrees that, during the period commencing on the Effective Date and continuing through the eighteen (18) month anniversary of the date of termination for any reason (the “Restricted Period”), Executive Xxxxxxx shall not directly or indirectly, engage in the productionfabrication, sale or distribution of any product producedfabricated, sold or distributed by the Company, Company or its subsidiaries or its or Affiliates on the Effective Date of Termination or during the Restricted Period anywhere in the same geographic areas United States in which the Company, Company or its subsidiaries or any of its Affiliates is doing business. For purposes of this Agreement, the phrase “directly or indirectly engage in” shall include any direct or indirect ownership or profit participation interest in such enterprise, whether as an owner, stockholder, partner, principal, manager, agent, consultant, officer, investor, lender, joint venturer of or otherwise in any capacity whatsoeverotherwise, and shall include any direct or indirect participation in such enterprise as an employee, consultant, licensor of technology or otherwise. Nothing herein shall prohibit Executive Xxxxxxx from being a passive owner of not more than two (2%) percent 4.9% of the outstanding stock or ownership equity interest of in any class of a corporation or other entity which is publicly traded, so long as Executive Xxxxxxx has no active participation in the business or management of such corporation or other entitycorporation. (c) Executive understands that In the foregoing restrictions may limit event (i) Xxxxxxx materially breaches the terms of this Agreement (including Section 5 or this Section 6 hereof), or materially breaches the terms of any other agreement between Xxxxxxx and the Company or its subsidiaries; (ii) Xxxxxxx’x employment is terminated by the Company for Cause; (iii) Xxxxxxx resigns his ability to earn a livelihood in a business similar employment for any reason other than Good Reason prior to the business first anniversary of the Effective Date; or (iv) Xxxxxxx experiences a Bankruptcy Event (as that term is defined in the Investor Rights Agreement), then Parent (or its designee) shall have the right, but not the obligation, to repurchase all or any portion of the shares of common stock of Parent held by Xxxxxxx (including any shares of Parent’s common stock received upon a distribution from any deferred compensation plan or any common stock issuable upon exercise of any options held by Xxxxxxx) for the lesser of (x) Original Cost and (y) Fair Market Value (as each such term is defined in the Investor Rights Agreement). The determination date for purposes of determining the Fair Market Value shall be the closing date of the purchase of the applicable shares. The closing date of the purchase pursuant to this Section 6(d) shall take place on a date designated by the Company and any of or its subsidiaries and Affiliates(or their designee), but he nevertheless believes that he has received and will receive sufficient consideration and other benefits as an employee applicable, in accordance with the provisions of the Investor Rights Agreement. The Company and as otherwise provided hereunder (or as described in its designee) shall have the recitals hereto right to clearly justify such restrictions which, in any event (that given his education, skills and ability), Executive does not believe would prevent him from otherwise earning a living. Executive has carefully considered record the nature and extent transfer of the restrictions placed shares of common stock in connection with such purchase on its books and records without the consent of Xxxxxxx upon him receipt by this Agreement, and hereby acknowledges and agrees that the same are reasonable Xxxxxxx of payment in time and territory and do not confer a benefit upon the Company disproportionate to the detriment of Executivefull from Parent.

Non-Solicitation/Non-Compete. (a) During For the applicable Restricted Period, the Seller shall not, and shall not permit any Restricted Persons to, directly or indirectly, (i) engage in any Restricted Opportunity, as applicable, within the Restricted Area, (ii) have an interest in any Person that engages directly or indirectly in any Restricted Opportunity, as applicable, within the Restricted Area in any capacity, including as a partner, shareholder, member, employee, principal, agent, trustee or consultant or (iii) interfere or attempt to interfere in any material respect with the business relationships (whether formed prior to or after the Execution Date) between any Acquired Company and its Affiliates, on the one hand, and any Acquired Company’s customers or suppliers on the other hand, that relate to engaging in any Restricted Opportunity, as applicable, within the Restricted Area. Notwithstanding the foregoing to the contrary, nothing in this Section 6.9 shall prevent or otherwise restrict any Restricted Person from being employed by an employer that engages in Restricted Opportunities in the Restricted Area so long as such Restricted Person’s job responsibilities do not include, and such Restricted Person does not participate or engage, directly or indirectly, including supervisory responsibility, in any such Restricted Opportunities in the Restricted Area. Notwithstanding the foregoing, the Seller and its Affiliates may own, directly or indirectly, solely as an investment, Securities of any Person traded on any national Securities exchange if the Seller is not a controlling Person of, or a member of a group which controls, such Person and does not, directly or indirectly, own five percent (5%) or more of any class of Securities of such Person. (b) For a period of two years commencing on the Effective Date Closing Date, the Seller shall not, and ending on the latter of (x) second anniversary of the Termination Date or (y) the first anniversary of the date on which Executive ceases to receive any payments from the Company or any of its Affiliates related to salary, bonus or severance (the “Restricted Period”), Executive shall not permit any Restricted Persons to, directly or indirectly through another Person (i) indirectly, hire or solicit any Subject Employee or encourage or induce or attempt to induce anyone who was engaged or employed by the Company or any Affiliate of the Company such employee to leave the employ such employment or engagement of the Company or hire any such Affiliate, employee who has left such employment or in any way interfere with the relationship between the an Acquired Company or its Affiliates and such employees, except (i) any solicitation or hiring pursuant to a general solicitation that is not directed specifically to such Affiliate, on the one hand, and any such person thereof, on the other hand, employees or (ii) hire after 180 days from the termination of employment, any person who was engaged solicitation or employed hiring of any employee whose employment has been terminated by the applicable Acquired Company or any Affiliate of its Affiliates without cause. (c) Subject to Section 6.13, the Company at any time until twenty-four (24) months after such individual’s employment relationship or engagement with the Company or such Affiliate has been terminatedBuyer covenants and agrees that, or (iii) induce or attempt as an express incentive to induce any customer, supplier, licensee or other business relation of the Company or any Affiliate of the Company Seller to cease doing business with the Company or such Affiliate, or in any way interfere with the relationship between any such customer, supplier, licensee or business relation, on the one hand, and the Company or any Affiliate, on the other hand. Executive further agrees thatenter into this Agreement, during the period commencing on the Closing Date and ending on the date that is one year following the Closing Date, the Buyer will not, and will cause its Affiliates not to, directly or indirectly, solicit any employee of his employment and thereafter during the restricted period, Executive will not disparage the Company Seller or any of its Affiliates or (other than the Company Service Providers) for employment with any of employee of the Company Acquired Companies or their Affiliates; provided, that this Section 6.9(c) shall not preclude the Buyer or its Affiliates in from (i) any manner whatsoever solicitation or hiring pursuant to a general solicitation that is not directed specifically to such employees or (bii) Executive acknowledges that in after 180 days from the course termination of his employment, any solicitation or hiring of any employee whose employment with has been terminated by the Company and/or Seller or its Affiliates and their predecessors, he has become familiar, or will become familiar, with the Company’s and its Affiliates’ and their predecessors’ trade secrets and with other Confidential Information concerning the Company, its subsidiaries or Affiliates and their respective predecessors and that his services have been and will be of special, unique and extraordinary value to the Company, its subsidiaries and its Affiliates. Therefore, Executive agrees that, during the Restricted Period, Executive shall not directly or indirectly, engage in the production, sale or distribution of any product produced, sold or distributed by the Company, its subsidiaries or its or Affiliates on the Effective Date or during the Restricted Period in the same geographic areas in which the Company, its subsidiaries or any of its Affiliates is doing business. For purposes of this Agreement, the phrase “directly or indirectly engage in” shall include any direct or indirect ownership or profit participation interest in such enterprise, whether as an owner, stockholder, partner, principal, manager, agent, consultant, officer, investor, lender, joint venturer of or otherwise in any capacity whatsoever, and shall include any direct or indirect participation in such enterprise as an employee, consultant, licensor of technology or otherwise. Nothing herein shall prohibit Executive from being a passive owner of not more than two (2%) percent of the outstanding stock or ownership interest of any class of a corporation or other entity which is publicly traded, so long as Executive has no active participation in the business or management of such corporation or other entitywithout cause. (cd) Executive understands The Seller acknowledges that a breach or threatened breach of Section 6.9(a) or Section 6.9(b) may give rise to irreparable harm to the Buyer, and that the foregoing restrictions Buyer may limit his ability seek equitable relief in accordance with Section 11.16, and the Buyer acknowledges that a breach or threatened breach of Section 6.9(c) may give rise to earn a livelihood in a business similar irreparable harm to the business Seller, and that the Seller may seek equitable relief in accordance with Section 11.16. (e) The Parties acknowledges that the restrictions contained in this Section 6.9 are reasonable and necessary to protect the legitimate interests of the Company Parties and any of its subsidiaries constitute a material inducement to the Parties to enter into this Agreement and Affiliates, but he nevertheless believes that he has received and will receive sufficient consideration and other benefits as an employee of consummate the Company and as otherwise provided hereunder or as described in the recitals hereto to clearly justify such restrictions which, in any event (that given his education, skills and ability), Executive does not believe would prevent him from otherwise earning a living. Executive has carefully considered the nature and extent of the restrictions placed upon him transactions contemplated by this Agreement. In the event that any covenant contained in this Section 6.9 should ever be adjudicated to exceed the time, and hereby acknowledges and agrees that the same are reasonable in time and territory and do not confer a benefit upon the Company disproportionate scope or geographic limitations permitted by applicable Law, then such provision shall be deemed reformed to the detriment of Executivemaximum time, scope or geographic limitations permitted by applicable Law.

Non-Solicitation/Non-Compete. (a) During his employment with the Company and for the period commencing on the Effective Termination Date and ending on the latter of twenty-four (x24) second month anniversary of the Termination Date or (y) the first anniversary of the date on which Executive ceases to receive for any payments from the Company or any of its Affiliates related to salaryreason, bonus or severance (the “Restricted Period”), Executive Martens shall not directly or indirectly through another Person (i) induce or attempt to induce anyone who was engaged or employed by any employee of the Company or any Affiliate of the Company to leave the employ or engagement of the Company or such Affiliate, or in any way interfere with the relationship between the Company or any such Affiliate, on the one hand, and any such person employee thereof, on the other hand, (ii) hire any person who was engaged or employed by an employee of the Company or any Affiliate of the Company at any time until twenty-four twelve (2412) months after such individual’s employment relationship or engagement with the Company or such Affiliate has been terminated, terminated or (iii) induce or attempt to induce any customer, supplier, licensee or other business relation of the Company or any Affiliate of the Company to cease doing business with the Company or such Affiliate, or in any way interfere with the relationship between any such customer, supplier, licensee or business relation, on the one hand, and the Company or any Affiliate, on the other hand. Executive further agrees that, during the period of his employment and thereafter during the restricted period, Executive will not disparage the Company or any of its Affiliates or any of employee of the Company or its Affiliates in any manner whatsoever. (b) Executive Martens acknowledges that that, in the course of his employment with the Company and/or its Affiliates and their predecessors, he has become familiar, or will become familiar, with the Company’s and its Affiliates’ and their predecessors’ trade secrets and with other Confidential Information concerning the Company, its subsidiaries or Affiliates and their respective predecessors and that his services have been and will be of special, unique and extraordinary value to the Company, its subsidiaries Company and its Affiliates. Therefore, Executive Martens agrees that, that during his employment with the Company and for the period commencing on the Termination Date and continuing until the twelfth month anniversary of the Termination Date if his employment is terminated without Cause or he resigns his employment for Good Reason or for the period commencing on the Termination Date and continuing until the twenty-fourth month anniversary of the Termination Date if his employment is terminated for any other reason (the “Restricted Period”), Executive Martens shall not directly or indirectly, engage in the productionfabrication, sale or distribution of any product producedfabricated, sold or distributed by the Company, Company or its subsidiaries or its or Affiliates on the Effective Termination Date or during the Restricted Period anywhere in the same geographic areas United States in which the Company, Company or its subsidiaries or any of its Affiliates is doing business. For purposes of this Agreement, the phrase “directly or indirectly engage in” shall include any direct or indirect ownership or profit participation interest in such enterprise, whether as an owner, stockholder, partner, principal, manager, agent, consultant, officer, investor, lender, joint venturer of or otherwise in any capacity whatsoeverotherwise, and shall include any direct or indirect participation in such enterprise as an employee, consultant, licensor of technology or otherwise. Nothing herein shall prohibit Executive Martens from being a passive owner of not more than two (2%) percent 4.9% of the outstanding stock or ownership equity interest of in any class of a corporation or other entity which is publicly traded, so long as Executive Martens has no active participation in the business or management of such corporation or other entitycorporation. (c) Executive understands that the foregoing restrictions may limit his ability to earn a livelihood in a business similar to the business of the Company and any of its subsidiaries and Affiliates, but he nevertheless believes that he has received and will receive sufficient consideration and other benefits as an employee of the Company and as otherwise provided hereunder or as described in the recitals hereto to clearly justify such restrictions which, in any event (that given his education, skills and ability), Executive does not believe would prevent him from otherwise earning a living. Executive has carefully considered the nature and extent of the restrictions placed upon him by this Agreement, and hereby acknowledges and agrees that the same are reasonable in time and territory and do not confer a benefit upon the Company disproportionate to the detriment of Executive.

Non-Solicitation/Non-Compete. (a) During the period commencing on the Effective Date and ending on the latter of (x) second anniversary Covenant Period, each of the Termination Date Stockholders agrees not to, directly or (y) indirectly, separately or in association with others, interfere with, impair, disrupt or damage the first anniversary Company’s business by soliciting, encouraging or attempting to hire any of the date on which Executive ceases Company’s or its Subsidiaries’ employees or causing others to receive solicit or encourage any payments from of the Company’s or its Subsidiaries’ employees to discontinue their employment with the Company or its Subsidiaries; provided, however, that nothing in this Section 7.12 shall prohibit any advertisement or general solicitation (or hiring as a result thereof) that is not specifically targeted at the Company’s or its Subsidiaries’ employees, nor shall it prohibit the solicitation or hiring of any person who initiates employment discussions with a Stockholder or its Affiliates or the solicitation for hire or hiring of any person whose employment was terminated by the Company prior to such solicitation. (b) During the Covenant Period, each of the Stockholders agrees not to, directly or indirectly, separately or in association with others, intentionally cause, induce or encourage any actual or prospective client, customer, distributor, vendor, supplier, licensor or advisor of the Company or any of its Affiliates related to salarySubsidiaries (including any Person that becomes a client, bonus customer, distributor, vendor, supplier, licensor or severance (the “Restricted Period”), Executive shall not directly or indirectly through another Person (i) induce or attempt to induce anyone who was engaged or employed by the Company or any Affiliate of the Company to leave the employ or engagement advisor of the Company or such Affiliate, its Subsidiaries after the Closing) to terminate or in any way interfere with modify (to the relationship between the Company or any such Affiliate, on the one hand, and any such person thereof, on the other hand, (ii) hire any person who was engaged or employed by the Company or any Affiliate detriment of the Company at any time until twenty-four (24) months after such individual’s employment relationship or engagement with the Company or such Affiliate has been terminated, or (iii) induce or attempt to induce any customer, supplier, licensee or other business relation of the Company or any Affiliate of the Company to cease doing business with the Company or such Affiliate, or in any way interfere with the relationship between any such customer, supplier, licensee or business relation, on the one hand, and the Company or any Affiliate, on the other hand. Executive further agrees that, during the period of his employment and thereafter during the restricted period, Executive will not disparage the Company or any of its Affiliates Subsidiaries) any such relationship. (c) During the Covenant Period, each of the Stockholders agrees not to, directly or indirectly: (i) own, operate, manage, control, participate in, consult with, advise, work for, provide services for or in any manner engage in or knowingly facilitate (including, in association with any Person, or through any Person), any business, whether in corporate, proprietorship or partnership form or otherwise that sells products in a Line of employee Business (“Restricted Business”); or (ii) acquire any interest in (proprietary, financial or otherwise) any Person which is a Restricted Business (other than the Company) as a partner, shareholder, director, officer, principal, agent, consultant or in any other relationship or capacity. (i) During the Covenant Period and except in connection with the conduct of the business of the Company or its Affiliates in any manner whatsoever (b) Executive acknowledges that in the course of his employment with the Company and/or its Affiliates and their predecessorsGroup, he has become familiarXxx Xxxxx agrees not to, or will become familiar, with the Company’s and its Affiliates’ and their predecessors’ trade secrets and with other Confidential Information concerning the Company, its subsidiaries or Affiliates and their respective predecessors and that his services have been and will be of special, unique and extraordinary value to the Company, its subsidiaries and its Affiliates. Therefore, Executive agrees that, during the Restricted Period, Executive shall not directly or indirectly, engage use or exploit or authorize any other Person to use or exploit, any of the Xxx Xxxxx Publicity Rights in connection with any business, (whether in corporate, proprietorship or partnership form or otherwise) within the Lines of Business or, except as expressly set forth in Section 2.8(a), outside of the Lines of Business. (ii) During the term of the Xxxxx Xxxxx Employment Agreement and during the Covenant Period, and except in connection with the conduct of the business of the Company Group, Xxxxx Xxxxx agrees not to use or exploit, or authorize any other Person to use or exploit, (A) any of the Xxxxx Xxxxx Publicity Rights in any Restricted Business; or (B) the name AZRIA or any confusingly similar variation, confusingly similar abbreviation or confusingly similar portion thereof (whether alone or in combination with other words, other than XXXXX XXXXX (where AZRIA is not presented more prominently than XXXXX)) in connection with any business (whether in corporate, proprietorship or partnership form or otherwise, except for in the productionname Azria Enterprises as a holding company). (iii) For the avoidance of doubt, sale each of Xxx Xxxxx and Xxxxx Xxxxx acknowledges and agrees that all right, title and interest in and to (A) all works of authorship prepared in the scope of his/her (iv) For the avoidance of doubt, from and after the Closing Date, Xxx Xxxxx and Xxxxx Xxxxx each agree not to use or distribution exploit, or authorize any other Person to use or exploit, the names MAX, XXXXX and/or AZRIA or any confusingly similar variations, confusingly similar abbreviations or confusingly similar portions thereof (whether alone or in combination with other words) as a Xxxx in any Lines of Business or as part of a name of or primary branding of (including as branding on, a Xxxx in, or an otherwise prominent feature of any product producedadvertising, sold marketing or distributed by promotional materials) or Xxxx in any Lines of Business. (e) Notwithstanding the Company, its subsidiaries or its or Affiliates on the Effective Date or during the Restricted Period in the same geographic areas in which the Company, its subsidiaries or any provisions of its Affiliates is doing business. For purposes of this AgreementSection 7.12(c), the phrase “Stockholders may (i) own, directly or indirectly engage in” shall include any direct or indirect ownership or profit participation interest in such enterpriseindirectly, whether solely as an ownerinvestment, stockholdersecurities of any Person which is a Restricted Business (other than the Company and its Subsidiaries) that are traded on any national securities exchange or NASDAQ; provided, partnerthat neither of the Stockholders (x) is a controlling Person of, principalor a member of a group which controls, managersuch Person, agent(y) directly or indirectly, consultant, officer, investor, lender, joint venturer of or otherwise in any capacity whatsoever, and shall include any direct or indirect participation in such enterprise as an employee, consultant, licensor of technology or otherwise. Nothing herein shall prohibit Executive from being a passive owner of not owns more than two five percent (25%) percent of the outstanding stock or ownership interest of any class of a corporation or other entity which is publicly traded, so long as Executive securities of such Person and (z) has no an active participation in the business or management of such corporation Person, (ii) invest in or own any publicly traded debt securities of any Person or (iii) invest in or own any interest in any mutual or other entityinvestment fund registered with the Securities and Exchange Commission under the Investment Company Act of 1940, as amended. (cf) Executive understands The parties acknowledge that Investor has required the Stockholders to agree to the Business Covenants as a condition to Investor’s willingness to enter into this Agreement. The parties agree that the foregoing restrictions may limit his ability Business Covenants shall be enforced to earn the fullest extent permitted by applicable Law. Accordingly, if in any judicial Proceedings a livelihood court shall determine that such covenant is unenforceable for any reason, including, because it covers too extensive a geographical area or survives too long a period of time, then the parties intend that any such covenant shall be deemed to cover only such maximum geographical area and maximum period of time, if applicable, and/or shall otherwise be deemed to be limited in such manner, as will permit enforceability by such court. In the event that any one or more of the Business Covenants shall, either by itself or together with other covenants be adjudged to go beyond what is reasonable in all the circumstances for the protection of the interests of Investor and its Affiliates, but would be adjudged reasonable if any particular covenant or covenants or parts thereof were deleted, restricted, or limited in a business similar to particular manner, then the said covenants shall apply with such deletions, restrictions, or limitations, as the case may be. The parties further agree that the Business Covenants, including the worldwide restrictions set forth therein, are reasonable in all circumstances for the protection of the legitimate interests of Investor and its Affiliates given, among other things, the worldwide nature of the business of the Company and any of its subsidiaries and Affiliates, but he nevertheless believes that he has received and will receive sufficient consideration and other benefits as an employee of the Company and as otherwise provided hereunder or as described in the recitals hereto to clearly justify such restrictions which, in any event (that given his education, skills and ability), Executive does not believe would prevent him from otherwise earning a living. Executive has carefully considered the nature and extent of the restrictions placed upon him by this Agreement, and hereby acknowledges and agrees that the same are reasonable in time and territory and do not confer a benefit upon the Company disproportionate to the detriment of ExecutiveCompany.

Non-Solicitation/Non-Compete. (a) During the period commencing on the Effective Date and ending on the latter of twenty-four (x24) second month anniversary of the Date of Termination Date or (y) the first anniversary of the date on which Executive ceases to receive for any payments from the Company or any of its Affiliates related to salaryreason, bonus or severance (the “Restricted Period”), Executive MxXxxxxxx shall not directly or indirectly through another Person (i) induce or attempt to induce anyone who was engaged or employed by any employee of the Company or any Affiliate of the Company to leave the employ or engagement of the Company or such Affiliate, or in any way interfere with the relationship between the Company or any such Affiliate, on the one hand, and any such person employee thereof, on the other hand, (ii) hire any person who was engaged or employed by an employee of the Company or any Affiliate of the Company at any time until twenty-four eighteen (2418) months after such individual’s employment relationship or engagement with the Company or such Affiliate has been terminated, terminated or (iii) induce or attempt to induce any customer, supplier, licensee or other business relation of the Company or any Affiliate of the Company to cease doing business with the Company or such Affiliate, or in any way interfere with the relationship between any such customer, supplier, licensee or business relation, on the one hand, and the Company or any Affiliate, on the other hand. Executive further agrees that, during the period of his employment and thereafter during the restricted period, Executive will not disparage the Company or any of its Affiliates or any of employee of the Company or its Affiliates in any manner whatsoever. (b) Executive MxXxxxxxx acknowledges that that, in the course of his employment with the Company and/or its Affiliates and their predecessors, he has become familiar, or will become familiar, with the Company’s and its Affiliates’ and their predecessors’ trade secrets and with other Confidential Information confidential information concerning the Company, its subsidiaries or Affiliates and their respective predecessors and that his services have been and will be of special, unique and extraordinary value to the Company, its subsidiaries Company and its Affiliates. Therefore, Executive MxXxxxxxx agrees that, during the period commencing on the Effective Date and continuing through the eighteen (18) month anniversary of the date of termination for any reason (the “Restricted Period”), Executive MxXxxxxxx shall not directly or indirectly, engage in the productionfabrication, sale or distribution of any product producedfabricated, sold or distributed by the Company, Company or its subsidiaries or its or Affiliates on the Effective Date of Termination or during the Restricted Period anywhere in the same geographic areas United States in which the Company, Company or its subsidiaries or any of its Affiliates is doing business. For purposes of this Agreement, the phrase “directly or indirectly engage in” shall include any direct or indirect ownership or profit participation interest in such enterprise, whether as an owner, stockholder, partner, principal, manager, agent, consultant, officer, investor, lender, joint venturer of or otherwise in any capacity whatsoeverotherwise, and shall include any direct or indirect participation in such enterprise as an employee, consultant, licensor of technology or otherwise. Nothing herein shall prohibit Executive MxXxxxxxx from being a passive owner of not more than two (2%) percent 4.9% of the outstanding stock or ownership equity interest of in any class of a corporation or other entity which is publicly traded, so long as Executive MxXxxxxxx has no active participation in the business or management of such corporation or other entitycorporation. (c) Executive understands that In the foregoing restrictions may limit event (i) MxXxxxxxx materially breaches the terms of this Agreement (including Section 5 or this Section 6 hereof), or materially breaches the terms of any other agreement between MxXxxxxxx and the Company or its subsidiaries; (ii) MxXxxxxxx’x employment is terminated by the Company for Cause; (iii) MxXxxxxxx resigns his ability to earn a livelihood in a business similar employment for any reason other than Good Reason prior to the business first anniversary of the Effective Date; or (iv) MxXxxxxxx experiences a Bankruptcy Event (as that term is defined in the Investor Rights Agreement), then Parent (or its designee) shall have the right, but not the obligation, to repurchase all or any portion of the shares of common stock of Parent held by MxXxxxxxx (including any shares of Parent’s common stock received upon a distribution from any deferred compensation plan or any common stock issuable upon exercise of any options held by MxXxxxxxx) for the lesser of (x) Original Cost and (y) Fair Market Value (as each such term is defined in the Investor Rights Agreement). The determination date for purposes of determining the Fair Market Value shall be the closing date of the purchase of the applicable shares. The closing date of the purchase pursuant to this Section 6(d) shall take place on a date designated by the Company and any of or its subsidiaries and Affiliates(or their designee), but he nevertheless believes that he has received and will receive sufficient consideration and other benefits as an employee applicable, in accordance with the provisions of the Investor Rights Agreement. The Company and as otherwise provided hereunder (or as described in its designee) shall have the recitals hereto right to clearly justify such restrictions which, in any event (that given his education, skills and ability), Executive does not believe would prevent him from otherwise earning a living. Executive has carefully considered record the nature and extent transfer of the restrictions placed shares of common stock in connection with such purchase on its books and records without the consent of MxXxxxxxx upon him receipt by this Agreement, and hereby acknowledges and agrees that the same are reasonable MxXxxxxxx of payment in time and territory and do not confer a benefit upon the Company disproportionate to the detriment of Executivefull from Parent.