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

Non-Solicitation; Non-Competition. (a) In further consideration of the compensation to be paid to Executive hereunder, Executive acknowledges that in the course of his employment with the Company Group, he has and will continue to become familiar with the Company Group’s trade secrets and with other Confidential Information concerning the Company Group and that his services shall be of special, unique and extraordinary value to the Company Group. Therefore, Executive agrees that while an employee of the Company Group, Executive will not directly or indirectly compete against any member of the Company Group or directly or indirectly divert or attempt to divert any business from any member of the Company Group anywhere such company is doing business. (b) Executive agrees that for the twelve (12) months following the termination of his employment, Executive will not, directly or indirectly, solicit for the purpose of providing, or otherwise provide, any products or services competitive with the products or services offered by (or planned to be offered by, assuming Executive was aware of those plans while employed by Company) the Company Group to any customer of the Company Group with whom/which Executive had contact on behalf of the Company Group during the twenty-four (24) months preceding the end of Executive’s employment with the Company. (c) Executive agrees that for the twelve (12) months following the termination of his employment, Executive will not, directly or indirectly, solicit for the purpose of providing, or otherwise provide, any products or services competitive with the products or services offered by (or planned to be offered by, assuming Executive was aware of those plans while employed by Company) the Company Group to any customer of the Company Group about whom/which Executive acquired non-public information during the twenty-four (24) months preceding the end of Executive’s employment with the Company. (d) Executive agrees that for the twelve (12) months following the termination of his employment, Executive will not request or advise any customer, supplier, licensee, licensor, landlord or other business relation of the Company Group with whom/which Executive had contact on behalf of the Company Group during the twenty-four (24) months preceding the termination of Executive’s employment with the Company to withdraw, curtail or cancel its business dealings with such member of the Company Group. (e) Executive agrees that for the twelve (12) months following the termination of his employment, Executive will not directly or indirectly recruit or solicit any employee of the Company Group for employment or encourage any employee of the Company Group to leave such member of the Company Group’s employ. An employee shall be deemed covered by this clause (e) while employed by the Company Group and for a period of twelve (12) months thereafter. (f) In addition, Executive agrees that for the twelve (12) months following the termination of his employment, Executive will not provide, in any capacity, Restricted Services to any business located in the United States or Germany which provides services or products competitive with those sold or provided by any member of the Company Group during the twenty-four (24) months preceding the end of Executive’s employment with the Company. The term “Restricted Services” shall mean services similar to those which Executive provided any member of the Company Group during the twenty-four (24) months preceding Executive’s termination of employment, for whatever reason, and which would involve use or disclosure of the Company’s Confidential Information.

Non-Solicitation; Non-Competition. (a) In further consideration a. Executive acknowledges and recognizes the highly competitive nature of the compensation to be paid to Executive hereunder, Executive acknowledges that in the course of his employment with the Company Group, he has and will continue to become familiar with the Company Group’s trade secrets and with other Confidential Information concerning the Company Group and that his services shall be of special, unique and extraordinary value to the Company Group. Therefore, Executive agrees that while an employee businesses of the Company Group, and its affiliates and accordingly agrees as follows: (1) While Executive will not directly or indirectly compete against any member of is employed by the Company Group or directly or indirectly divert or attempt to divert any business from any member of the Company Group anywhere such company is doing business. (b) Executive agrees that and for the twelve (12) six months following the termination of his employmentdate Executive ceases to be employed by the Company (the "Restricted Period"), Executive will shall not, whether on Executive's own behalf or on behalf of or in conjunction with any person, company, business entity or other organization whatsoever, directly or indirectly, solicit for the purpose of providing (i) solicit, or otherwise provideassist in soliciting, any products or services competitive with the products or services offered by (or planned to be offered by, assuming Executive was aware of those plans while employed by Company) the Company Group to any customer of the Company Group with whom/which Executive had contact on behalf of the Company Group during the twenty-four (24) months preceding the end of Executive’s employment in competition with the Company., the potential acquisition of refining assets in the United States; (cii) Executive agrees that for the twelve (12) months following the termination of his employment, Executive will not, directly or indirectly, solicit for the purpose of providing, or otherwise provide, any products or services competitive with the products or services offered by (or planned to be offered by, assuming Executive was aware of those plans while employed by Company) the Company Group to any customer of the Company Group about whom/which Executive acquired non-public information during the twenty-four (24) months preceding the end of Executive’s employment with the Company. (d) Executive agrees that for the twelve (12) months following the termination of his employment, Executive will not request or advise any customer, supplier, licensee, licensor, landlord or other business relation of the Company Group with whom/which Executive had contact on behalf of the Company Group during the twenty-four (24) months preceding the termination of Executive’s employment with the Company to withdraw, curtail or cancel its business dealings with such member of the Company Group. (e) Executive agrees that for the twelve (12) months following the termination of his employment, Executive will not directly or indirectly recruit or solicit any employee of the Company Group for employment or encourage any employee of the Company Group or its affiliates to leave such member the employment of the Company Group’s employ. An employee shall be deemed covered by this clause or its affiliates; (eiii) while hire any such person who was employed by the Company Group and for a period or its affiliates as of twelve the date of Executive's termination of employment with the Company or whose employment with the Company terminated within six months prior to the date of such hire (12other than any such person whose employment was terminated by the Company without cause); or (iv) months thereaftersolicit or encourage to cease to work with the Company or its affiliates any consultant then under contract with the Company or its affiliates. (f2) In additionWhile Executive is employed by the Company and, following termination of employment by the Company for Cause or by Executive without Good Reason, for the remainder of the Employment Term (without regard to Executive's termination of employment), Executive agrees that for shall not directly or indirectly: (i) engage in the twelve business of petroleum refining or oil product wholesaling in the United States (12ii) months following engage in any other business in which the Company or its affiliates is engaged at the time of the termination of his Executive's employment, provided such other business is contributing more than 10% of the Company's consolidated annual revenues or net income at the time of the termination of Executive's employment (any of the businesses described in the preceding subparagraph (i) and this subparagraph (ii) being referred to as a "Competitive Business"); (iii) enter the employ of, or render any services to, any entity (or any division, affiliate, business unit or segment of any entity) which engages in a Competitive Business; provided that, notwithstanding the foregoing, it shall not be a breach of Section 9(a)(2) for Executive will not provide, in any capacity, Restricted Services to provide services to any division, affiliate, business located unit or segment of any entity so long as (x) such division, affiliate, business unit or segment does not itself engage in a Competitive Business and (y) Executive does not, directly or indirectly, provide services or advice to any division, affiliate, business unit or segment of the entity that does engage in a Competitive Business; (iv) acquire a financial interest in (other than a passive investment acquired through a hedge fund or similar vehicle), or otherwise become actively involved with, any Competitive Business, directly or indirectly, as an individual, partner, shareholder, officer, director, principal, agent, trustee or consultant; or (v) interfere with, or attempt to interfere with, business relationships (whether formed before, on or after the date of this Agreement) between the Company or any of its affiliates and their customers, clients or suppliers in connection with or on behalf of a Competitive Business. (3) Notwithstanding anything to the contrary in this Agreement, Executive may, directly or indirectly own, solely as an investment, securities of any person engaged in the United States or Germany which provides services or products competitive with those sold or provided by any member business of the Company Group during or its affiliates which are publicly traded on a national or regional stock exchange or on the twentyover-four the-counter market if Executive (24i) months preceding the end of Executive’s employment with the Company. The term “Restricted Services” shall mean services similar to those which Executive provided any is not a controlling person of, or a member of a group which controls, such person and (ii) does not, directly or indirectly, own 5% or more of any class of securities of such person. b. It is expressly understood and agreed that although Executive and the Company Group during consider the twenty-four (24) months preceding restrictions contained in this Section 9 to be reasonable, if a final judicial determination is made by a court of competent jurisdiction that the time or territory or any other restriction contained in this Agreement is an unenforceable restriction against Executive’s termination , the provisions of employmentthis Agreement shall not be rendered void but shall be deemed amended to apply as to such maximum time and territory and to such maximum extent as such court may judicially determine or indicate to be enforceable. Alternatively, for whatever reasonif any court of competent jurisdiction finds that any restriction contained in this Agreement is unenforceable, and which would involve use or disclosure such restriction cannot be amended so as to make it enforceable, such finding shall not affect the enforceability of any of the Company’s Confidential Informationother restrictions contained herein.

Non-Solicitation; Non-Competition. (a) In further consideration FCB agrees that for the period commencing on the Closing Date and expiring on the fifth anniversary of the compensation to be paid to Executive hereunderClosing Date, Executive acknowledges that in the course of his employment with the Company Group, he has and will continue to become familiar with the Company Group’s trade secrets and with other Confidential Information concerning the Company Group and that his services shall be of special, unique and extraordinary value to the Company Group. Therefore, Executive agrees that while an employee of the Company Group, Executive it will not and cause its Affiliates not to, directly or indirectly compete against indirectly, (i) solicit for employment or any member of the Company Group similar arrangement any Business Employee or directly (ii) hire or indirectly divert assist any other Person in hiring any Business Employee; provided, that this Section 6.20 shall not prohibit general solicitations for employment through advertisements or attempt to divert any business from any member of the Company Group anywhere such company is doing businessother means not specifically directed toward Business Employees. (b) Executive FCB agrees that for the twelve period commencing on the Closing Date and expiring on the later of (12a) months following the termination fifth anniversary of his employmentthe Closing Date and (b) the date on which FCB or any of its Affiliates own less than 20% of the issued and outstanding TopCo Ordinary Shares, Executive will it shall not, and shall cause its Affiliates not to, directly or indirectly, solicit for the purpose of providingengage as a stockholder, owner, partner, joint venturer or independent contractor, or otherwise providemanage or engage, in any products business that, directly or services competitive indirectly, competes with the products or services offered by (or planned to be offered by, assuming Executive was aware of those plans while employed by Company) the Company Group to any customer of the Company Group with whom/which Executive had contact on behalf of the Company Group during the twenty-four (24) months preceding the end of Executive’s employment with the CompanyBusiness. (c) Executive Each of FCB and BP acknowledges and agrees that, in executing this Agreement, each of Mountain and TopCo considers the obligations of FCB and BP to be valuable and an essential inducement to the execution of this Agreement and the consummation of the Transactions. Each of FCB and BP acknowledges and agrees that for it has special knowledge concerning the twelve (12) months following Business and could substantially dilute the termination of his employment, Executive will not, directly or indirectly, solicit for the purpose of providing, or otherwise provide, any products or services competitive value thereof by competing with the products Group Companies or services offered by (the Business or planned to be offered bysoliciting or hiring any Business Employees or soliciting customers, assuming Executive was aware of those plans while employed by Company) the Company Group to any customer of the Company Group about whom/which Executive acquired non-public information during the twenty-four (24) months preceding the end of Executive’s employment suppliers or other Persons that have a business relationship with the CompanyBusiness from and after the Closing, and as a material inducement to each of Mountain and TopCo to enter into this Agreement, each of FCB and BP agrees to the terms in this Section 6.20 to preserve the value of Business being acquired by Mountain and TopCo. (d) Executive agrees The Parties agree that for irreparable damage would occur in the twelve (12) months following event that this Section 6.20 were not performed in accordance with its specific terms or were otherwise breached. It is accordingly agreed that the termination each of his employment, Executive will not request or advise any customer, supplier, licensee, licensor, landlord or other business relation of the Company Group with whom/which Executive had contact on behalf of the Company Group during the twenty-four (24) months preceding the termination of Executive’s employment with the Company to withdraw, curtail or cancel its business dealings with such member of the Company Group. (e) Executive agrees that for the twelve (12) months following the termination of his employment, Executive will not directly or indirectly recruit or solicit any employee of the Company Group for employment or encourage any employee of the Company Group to leave such member of the Company Group’s employ. An employee Mountain and TopCo shall be deemed covered by entitled to an injunction or injunctions to prevent breaches of this clause (e) while employed by Agreement and to enforce specifically the Company Group terms and for a period provisions of twelve (12) months thereafter. (f) In additionthis Agreement in the Chosen Courts, Executive agrees that for the twelve (12) months following the termination of his employment, Executive will not provide, this being in any capacity, Restricted Services addition to any business located other remedy to which Mountain or TopCo (as the case may be) is entitled at law or in the United States or Germany which provides services or products competitive with those sold or provided by any member of the Company Group during the twenty-four (24) months preceding the end of Executive’s employment with the Company. The term “Restricted Services” shall mean services similar to those which Executive provided any member of the Company Group during the twenty-four (24) months preceding Executive’s termination of employment, for whatever reason, and which would involve use or disclosure of the Company’s Confidential Informationequity.

Non-Solicitation; Non-Competition. (a) In Executive acknowledges and agrees that his expertise and experience in the business of the Company is essential for the growth, success and stability of the Company. Executive further agrees that Company has global presence, and that any geographic limitation on the restrictions contained in this paragraph would be of no impact because of the Company’s global presence and Executive’s duties and knowledge. Executive further acknowledges and understands that the covenants set forth in this Section 5 are reasonable and necessary and part of the consideration provided to Executive by Company. Therefore, in consideration of the compensation to be paid to Executive hereunder, Executive acknowledges that in the course of his employment with the Company Group, he has various covenants and will continue to become familiar with the Company Group’s trade secrets and with other Confidential Information concerning the Company Group and that his services shall be of special, unique and extraordinary value to the Company Group. Therefore, Executive agrees that while an employee obligations of the Company Grouppursuant to this Agreement and the other agreements described herein, as long as Executive receives the Base Salary, or if applicable, amounts paid during the Non-Compete Period, Executive will not directly or indirectly compete against any member of the Company Group or directly or indirectly divert or attempt to divert any business from any member of the Company Group anywhere such company is doing business. (b) Executive agrees that for the twelve (12) months following the termination of his employment, Executive will shall not, directly or indirectly: a. during the employment relationship and one (1) year following the termination of the employment relationship, knowingly solicit for any Person in the purpose of providing, or otherwise provide, any products or services competitive with the products or services offered by (or planned to be offered by, assuming Executive was aware of those plans while employed by Company) the Company Group to any customer employment of the Company Group (other than via a general advertisement or other solicitation not addressed specifically to such Person) to: (i) terminate such employment, and/or (ii) accept employment or enter into any consulting arrangements with whom/which Executive had any Person other than the Company; provided, however, this provision is not intended to and does not preclude Executive, on behalf of himself or another, from offering employment to or hiring any Person in the employment of the Company who initiates contact with Executive, inquires about employment or consulting opportunities, and/or otherwise responds to a general employment or similar notice issued on behalf of the Company Group during the twenty-four (24) months preceding the end of Executive’s employment with the Company. (c) Executive agrees that for the twelve (12) months following the termination of his employmentor another Person, Executive will notin each case, directly without any inducement from or indirectly, solicit for the purpose of providing, or otherwise provide, any products or services competitive with the products or services offered by (or planned to be offered by, assuming Executive was aware of those plans while employed by Company) the Company Group to any customer on behalf of the Company Group about whom/which Executive acquired non-public information during the twenty-four (24) months preceding the end of Executive’s employment . The prohibitions in this Section 5.a. include, but are not limited to using social media, such as LinkedIn, Facebook, and/or Twitter, to directly communicate with the Company. (d) Executive agrees that for the twelve (12) months following the termination of his employmentany employee, Executive will not request or advise any customer, supplier, licensee, licensor, landlord Prospective Customer or other business relation of the Company Group with whom/which Executive had contact or any of its Affiliates, it being understood that any general update to Executive’s title or employer on behalf of the Company Group Executive’s profile on such social media shall not be considered such direct communication; EXECUTION VERSION b. during the twenty-four employment relationship and one (241) months preceding the termination of Executive’s employment with the Company to withdraw, curtail or cancel its business dealings with such member of the Company Group. (e) Executive agrees that for the twelve (12) months year following the termination of his employmentthe employment relationship, Executive will not directly call on, solicit, accept business from, or indirectly recruit provide service to, or solicit sell to any employee supplier, licensee, licensor, customer, Prospective Customer, or other business relation of the Company Group for Company, or induce, encourage or cause any such supplier, licensee, licensor, customer, Prospective Customer, or other business relation to reduce or terminate its business relationship with the Company; c. During the employment or encourage any employee of the Company Group to leave such member of the Company Group’s employ. An employee shall be deemed covered by this clause relationship and one (e1) while employed by the Company Group and for a period of twelve (12) months thereafter. (f) In addition, Executive agrees that for the twelve (12) months year following the termination of the employment relationship (the “Non-Compete Period”), either for himself or for any other Person, own, manage, control, participate in, consult with, render services for, permit his employment, Executive will not provide, name to be used or in any capacity, Restricted Services to other manner or capacity engage in any business located or enterprise which constitutes a Competitive Business. For purposes of this Agreement, the term “participate” includes any direct or indirect interest in any enterprise, whether as an officer, director, employee, partner, sole proprietor, agent, representative, independent contractor, consultant, executive, franchisor, franchisee, creditor, owner, member, shareholder or otherwise; provided, that the United States or Germany which provides services or products competitive with those sold or provided by any member Competitive Business activities prohibited hereunder shall not include passive ownership of less than 5% of the Company Group during the twentystock of a privately-four (24) months preceding the end of Executive’s employment with the Company. held or publicly-held corporation. d. The term “Restricted Services” shall mean services similar to those which Executive provided any member of and the Company Group during agree that should a “Change in Control” occur (as defined in section 12 of this Agreement), the twenty-four (24) months preceding Executive’s termination of employment, restrictions contained in this Section 5 shall be in effect for whatever reason, and which would involve use or disclosure of only 60 days from the Company’s Confidential Informationeffective date the Change in Control occurs.

Non-Solicitation; Non-Competition. (a) In further consideration For a period of three (3) years from the compensation Closing Date, without the prior written consent of Purchaser, with respect to each Offer Employee who is employed by Purchaser or its Subsidiaries as of immediately following the Closing (for the purposes of this Section 5.16(a), each a “Business Covered Person”), Seller agrees that none of Seller or any of its Subsidiaries will solicit for employment any Business Covered Person; provided that Seller and its Subsidiaries shall not be restricted from (i) soliciting for employment any Business Covered Person who has ceased to be paid to Executive hereunder, Executive acknowledges that in the course employed or engaged by Purchaser or its Subsidiaries for a period of his at least six (6) months without any prior solicitation prohibited hereunder or (ii) making general solicitations for employment with the Company Group, he has and will continue to become familiar with the Company Group’s trade secrets and with other Confidential Information concerning the Company Group and that his services shall be of special, unique and extraordinary value to the Company Group. Therefore, Executive agrees that while an employee of the Company Group, Executive will not directly or indirectly compete against any member of the Company Group or directly or indirectly divert or attempt to divert any business from any member of the Company Group anywhere such company is doing businessspecifically directed at Business Covered Persons. (b) Executive For a period of three (3) years from the Closing Date, without the prior written consent of Seller, with respect to each employee of Seller or its Subsidiaries who is not an Offer Employee as of the Closing (for the purposes of this Section 5.16(b), each a “Seller Covered Person”), Purchaser agrees that none of Purchaser or any of its Subsidiaries will solicit for the twelve employment any Seller Covered Person; provided that Purchaser and its Subsidiaries shall not be restricted from (12i) soliciting for employment any Seller Covered Person who has ceased to be employed or engaged by Seller or its Subsidiaries for a period of at least six (6) months following the termination of his employment, Executive will not, directly without any prior solicitation prohibited hereunder or indirectly, solicit (ii) making general solicitations for the purpose of providing, or otherwise provide, any products or services competitive with the products or services offered by (or planned to be offered by, assuming Executive was aware of those plans while employed by Company) the Company Group to any customer of the Company Group with whom/which Executive had contact on behalf of the Company Group during the twenty-four (24) months preceding the end of Executive’s employment with the Companynot specifically directed at Seller Covered Persons. (c) Executive agrees that for For a period of five (5) years from the twelve Closing Date, except as permitted by Section 5.16(d), neither Seller nor any of its Subsidiaries or other controlled affiliates shall (12) months following the termination of his employment, Executive will notand Seller shall cause its Subsidiaries and other controlled affiliates not to), directly or indirectlyindirectly (including through any licenses, solicit for the purpose reorganizations, sales, transfers or grants of providingassets or rights or other transactions), operate, engage or participate in, carry on in any manner, or otherwise providehave an ownership interest in any Person engaged in, any business activities that are included within the definition of the Business, or that otherwise compete in enterprise markets with the Business, in each case in the jurisdictions in which any of Seller or any of its Subsidiaries conducted any part of the Business prior to the Closing (the “Covered Business”). For the avoidance of doubt, Seller and its Subsidiaries and other controlled affiliates may: (i) engage in or operate the LifeLock ID Analytics Business and (ii) sell products and services of the Retained Business directly or indirectly (x) to a SMB Entity and (y) to or through a Person (regardless of size and including any Governmental Entity) (or successive such Persons, in the case of a multi-tier distribution model) solely for personal use by such Person’s employees or for resale or provision by such Persons to individuals or SMB Entities who are customers of such Persons solely for personal use by such individuals or SMB Entities. The Parties acknowledge and agree that, in the event that a Person other than an individual consumer or SMB Entity purchases a product or service of the Retained Business and Seller or any of its Subsidiaries or controlled affiliates did not engage in any direct or indirect solicitation or other encouragement of, or any sales or marketing or other similar efforts targeted at, such Person (or category of similar Persons) in connection with or relating to such sale (such Person, an “Unsolicited Purchaser”), such transaction shall not, in and of itself, constitute a breach of this Section 5.16(c); provided that to the extent Seller or any of its Subsidiaries or other controlled affiliates becomes aware that such transaction has occurred or is reasonably likely to occur, Seller shall promptly notify Purchaser of such transaction or contemplated transaction (including, if not prohibited by applicable Law, the identity and contact information of such purchaser known to Seller) and Seller shall also notify such Unsolicited Purchaser (in form and content reasonably acceptable to Purchaser) that Seller is no longer engaged in the business of selling products or services competitive with the products or services offered by to enterprise customers (or planned to be offered by, assuming Executive was aware of those plans while employed by Companyother than SMB Entities) the Company Group to any customer of the Company Group about whom/which Executive acquired non-public information during the twenty-four (24) months preceding the end of Executive’s employment with the Companyand that such Unsolicited Purchaser should contact Purchaser for its enterprise needs. (d) Executive agrees Section 5.16(c) shall not preclude, prohibit or restrict Seller or any of its Subsidiaries or other controlled affiliates from (i) owning five percent (5%) or less of the outstanding securities and voting power of any Person engaged in the Covered Business, so long as neither Seller nor any of its Subsidiaries or other controlled affiliates or its or their respective directors, officers or employees exercise management or control functions with respect to such Person, (ii) exercising its rights or performing or complying with its obligations under or as expressly contemplated by this Agreement or any of the Transaction Documents, or (iii) engaging in any business activity that would otherwise violate Section 5.16(c) that is acquired from any Person (an “Acquired Business”) or is carried on by any Person that is acquired by or combined with Seller or a Subsidiary of Seller, in each case, after the Closing Date (an “Acquired Company”); provided that the business activity that would otherwise violate Section 5.16(c) did not account for more than one-third of the twelve average gross revenues of the Acquired Business or Acquired Company, as applicable, over the three (123) most recently completed fiscal years of such Acquired Business or Acquired Company prior to the acquisition, and within six (6) months following after the termination consummation of his employment, Executive will not request or advise any customer, supplier, licensee, licensor, landlord Seller’s purchase or other business relation acquisition of the Company Group with whom/which Executive had contact on behalf Acquired Business or the Acquired Company, Seller or such Subsidiary or controlled affiliate of Seller disposes of the Company Group during Acquired Business or the twenty-four (24) months preceding the termination of Executive’s employment with the Company to withdraw, curtail or cancel its business dealings with such member relevant portion of the Company Group. (e) Executive agrees that for Acquired Company’s business or securities or at the twelve (12) months following the termination of his employment, Executive will not directly or indirectly recruit or solicit any employee expiration of the Company Group for employment or encourage any employee six (6)-month period, the business of the Acquired Business or the Acquired Company Group to leave such member of the Company Group’s employ. An employee shall be deemed covered by this clause (e) while employed by the Company Group and for a period of twelve (12) months thereaftercomplies with Section 5.16(c). (f) In addition, Executive agrees that for the twelve (12) months following the termination of his employment, Executive will not provide, in any capacity, Restricted Services to any business located in the United States or Germany which provides services or products competitive with those sold or provided by any member of the Company Group during the twenty-four (24) months preceding the end of Executive’s employment with the Company. The term “Restricted Services” shall mean services similar to those which Executive provided any member of the Company Group during the twenty-four (24) months preceding Executive’s termination of employment, for whatever reason, and which would involve use or disclosure of the Company’s Confidential Information.

Non-Solicitation; Non-Competition. (a) In further consideration During the period commencing on the Closing Date and ending on the third anniversary of the compensation Closing Date, Seller will not (either directly or through a third party search firm retained by it and acting on its behalf), and will cause its Subsidiaries not to, directly or indirectly, hire or employ, or solicit the employment of, or make or extend any offer of employment to, any Transferred Employee; provided that the restrictions of this Section 5.6 will cease to be paid apply to Executive hereunderany such Person (i) with respect to such Persons set forth on Schedule 5.6(a), Executive acknowledges that after the six month anniversary of the date of termination of his or her employment with Buyer (or Buyer’s applicable Affiliate) and (ii) with respect to all other Persons, (A) three months after the termination of his or her employment with Buyer (or Buyer’s applicable Affiliate), if such termination is by Buyer (or Buyer’s applicable Affiliate) and (B) after the one year anniversary of the date of termination of his or her employment with Buyer (or Buyer’s applicable Affiliate), if such termination is by the employee. Nothing in this Section 5.6 will restrict or prevent Seller or any of its Subsidiaries from making generalized searches for employees by the use of advertisements in the course media of his employment with any form (including trade media) or by engaging search firms that are not instructed to solicit the Company Groupemployees described in this Section 5.6(a) or hiring any employee, he has and will continue other than an employee set forth on Schedule 5.6(a), who responds to become familiar with the Company Group’s trade secrets and with other Confidential Information concerning the Company Group and that his services shall be of special, unique and extraordinary value such generalized searches. Prior to the Company Group. ThereforeClosing, Executive agrees without the prior written consent of Buyer, Seller shall not take any action, and shall cause its Affiliates not to take any action, such that while any Business Employee becomes an employee of the Company Group, Executive will not directly or indirectly compete against other service provider to Seller or any member of the Company Group or directly or indirectly divert or attempt Affiliate with respect to divert any business from any member of other than the Company Group anywhere such company is doing businessBusiness. (b) Executive agrees that for During the twelve (12) months following period commencing on the termination Closing Date and ending on the third year anniversary of his employmentthe Closing Date, Executive Seller Parent and its Subsidiaries will not, within the United States, engage in the business of manufacturing, marketing or selling I-beam or LVL products, (a “Covered Activity”); provided that the foregoing will not prohibit Seller Parent or any of its Subsidiaries from: (i) the acquisition of all or any portion of the assets or equity interests of any Person engaged in a Covered Activity; provided that if the Covered Activity accounts for more than 25% of the revenues of such assets or such Person (based on the latest relevant annual financial statements), Seller will, or, if applicable, will cause its Subsidiaries to, use commercially reasonable efforts to (1) limit such Covered Activity or (2) divest a portion of the assets that constitute such Covered Activity, in the case of each of clauses (1) and (2), within one year after the consummation of the acquisition and solely to the extent required to comply with the revenue thresholds set forth in this Section 5.6(b)(i); (ii) the acquisition, holding of investments or direct or indirect ownership of any voting stock, capital stock or other voting equity interest of any Person engaged in a Covered Activity, so long as such ownership interest represents not more than 20% of the aggregate voting power of such Person; (iii) the acquisition, holding of investments or direct or indirect ownership of any non-convertible debt or non-convertible debt securities of any Person engaged in a Covered Activity; (iv) the acquisition, holding of investments or direct or indirect ownership of any capital stock or other equity interest, whether voting or non-voting, of any Person engaged in a Covered Activity which capital stock or other equity interest is received by Seller or any of its Affiliates in connection with any bankruptcy, insolvency or similar Proceeding; provided, that Seller or such Affiliate disposes of such capital stock or equity interest following receipt thereof in accordance with its usual commercial practices with respect thereto; or (v) owning, engaging in, conducting or operating (A) any of the Excluded Assets or (B) any business now, previously or hereafter conducted by Seller or any of its Affiliates, other than the Business. For the avoidance of doubt and notwithstanding the foregoing, neither (i) the sale of any Excluded Asset set forth in clause (n) of the definition of “Excluded Asset” nor (ii) the manufacturing, marketing or selling of OSB, Rim Board, Webstock, xxxxxx cores or residuals is a Covered Activity. Each investment or acquisition made by Seller or any of its Subsidiaries that is subject to the provisions of this Section 5.6 must be permissible hereunder at the time of such investment; provided, however, that any such investment or acquisition of the type described in the immediately foregoing clauses (i) or (ii) which was permissible when made cannot thereafter be the basis of a claim of violation of this Section 5.6. (c) Notwithstanding anything in this Agreement to the contrary, in the event of a Change of Control (as defined below) of Seller Parent or its Subsidiaries, this Agreement shall not limit or prohibit the controlling Person or group (or its Affiliates) after such Change of Control transaction from engaging in any of the Competing Activities or any other activity prohibited pursuant to Section 5.6(b). “Change of Control” with respect to a Person means (i) the acquisition at any time by a Person or “group” (as used in Sections 13(d) and 14(d)(2) of the Exchange Act) who or which are the beneficial owners (as defined in Rule 13(d)-3 under the Exchange Act), directly or indirectly, solicit for of securities representing more than 50% of the purpose outstanding equity securities of providingsuch Person or any successor of such Person; (ii) any sale or disposition of substantially all of the assets of such Person; or (iii) any merger, consolidation, or otherwise provide, any products or services competitive with statutory share exchange to which such Person is a party as a result of which the products or services offered by (or planned Persons who were stockholders immediately prior to be offered by, assuming Executive was aware of those plans while employed by Company) the Company Group to any customer effective date of the Company Group with whom/which Executive had contact on behalf merger, consolidation or share exchange shall have beneficial ownership of less than 50% of the Company Group during the twenty-four (24) months preceding the end of Executive’s employment with the Companysurviving corporation. (c) Executive agrees that for the twelve (12) months following the termination of his employment, Executive will not, directly or indirectly, solicit for the purpose of providing, or otherwise provide, any products or services competitive with the products or services offered by (or planned to be offered by, assuming Executive was aware of those plans while employed by Company) the Company Group to any customer of the Company Group about whom/which Executive acquired non-public information during the twenty-four (24) months preceding the end of Executive’s employment with the Company. (d) Executive agrees that for the twelve (12) months following the termination of his employment, Executive will not request or advise any customer, supplier, licensee, licensor, landlord or other business relation of the Company Group with whom/which Executive had contact on behalf of the Company Group during the twenty-four (24) months preceding the termination of Executive’s employment with the Company to withdraw, curtail or cancel its business dealings with such member of the Company Group. (e) Executive agrees that for the twelve (12) months following the termination of his employment, Executive will not directly or indirectly recruit or solicit any employee of the Company Group for employment or encourage any employee of the Company Group to leave such member of the Company Group’s employ. An employee shall be deemed covered by this clause (e) while employed by the Company Group and for a period of twelve (12) months thereafter. (f) In addition, Executive agrees that for the twelve (12) months following the termination of his employment, Executive will not provide, in any capacity, Restricted Services to any business located in the United States or Germany which provides services or products competitive with those sold or provided by any member of the Company Group during the twenty-four (24) months preceding the end of Executive’s employment with the Company. The term “Restricted Services” shall mean services similar to those which Executive provided any member of the Company Group during the twenty-four (24) months preceding Executive’s termination of employment, for whatever reason, and which would involve use or disclosure of the Company’s Confidential Information.

Non-Solicitation; Non-Competition. (a) In further consideration of the compensation to be paid to Executive hereunder, Executive acknowledges that in the course of his employment with the Company Group, he has and will continue to become familiar with the Company Group’s trade secrets and with other Confidential Information concerning the Company Group and that his services shall be of special, unique and extraordinary value to the Company Group. Therefore, Executive agrees that while an employee of the Company Group, Executive will not directly or indirectly compete against any member of the Company Group or directly or indirectly divert or attempt to divert any business from any member of the Company Group anywhere such company is doing business. (b) . Executive further agrees that for the twelve (12) months following the termination of his employment, employment for any reason (or the eighteen (18) months following the termination of his employment if the Change in Control severance benefits under paragraph 4(b) hereof are being paid): (i) Executive will not, not directly or indirectly, indirectly solicit for the purpose of providing, any business involving or otherwise provide, similar to any existing or planned products or services competitive with the products or services offered marketed by (or planned to be offered by, assuming Executive was aware of those plans while employed by Company) the Company Group to from any customer of the Company Group with whom/which Executive had direct or indirect contact on behalf of the Company Group during the twenty-four (24) months preceding the end of Executive’s employment with the Company. (c) Executive agrees that for the twelve (12) months following the termination of his employment, Executive will not, directly or indirectly, solicit for the purpose of providing, or otherwise provide, any products or services competitive with the products or services offered by (or planned to be offered by, assuming Executive was aware of those plans while employed by Company) the Company Group to any customer of the Company Group about whom/which Executive acquired non-public information during the twenty-four (24) months preceding the end of Executive’s employment with the Company., for whatever reason; (dii) Executive agrees that for the twelve (12) months following the termination of his employment, Executive will not request or advise any customer, supplier, licensee, licensor, landlord or other business relation of the Company Group with whom/which Executive had contact on behalf of the Company Group during the twenty-four (24) months preceding the termination of Executive’s employment with the Company Company, for whatever reason, to withdraw, curtail or cancel its business dealings with such member of the Company Group.; and (eiii) Executive agrees that for the twelve (12) months following the termination of his employment, Executive will not directly or indirectly recruit recruit, solicit or solicit hire any employee of the Company Group for employment or encourage any employee of the Company Group to leave such member of the Company Group’s employ. An employee shall be deemed covered by this clause (eiii) while employed by the Company Group and for a period of twelve (12) months thereafter. (f) In addition, Executive agrees that for the twelve (12) months following the termination of his employment, Executive will not provide, in any capacity, Restricted Services to any business located in the United States or Germany which provides services or products competitive with those sold or provided by any member of the Company Group during the twenty-four (24) months preceding the end of Executive’s employment with the Company. The term “Restricted Services” shall mean services similar to those which Executive provided any member of the Company Group during the twenty-four (24) months preceding Executive’s termination of employment, for whatever reason, and which would involve use or disclosure of the Company’s Confidential Information.

Non-Solicitation; Non-Competition. (a) In further consideration For a period of one (1) year from the compensation Closing Date, Seller shall cause the Restricted Parties not to be paid to Executive hereundersolicit for employment (whether as an employee, Executive acknowledges that in the course consultant or otherwise) any officer, or other member of his employment with the Company Groupmanagement, he has and will continue to become familiar with the Company Group’s trade secrets and with other Confidential Information concerning the Company Group and that his services shall be of special, unique and extraordinary value to the Company Group. Therefore, Executive agrees that while who was an employee (with an annual salary exceeding $175,000) of the Company Group, Executive will not directly or indirectly compete against any member of the Company Alkali Group immediately prior to the Closing; provided that the Restricted Parties shall not be precluded from soliciting or directly hiring any such employee who (i) has been terminated by Purchaser or indirectly divert its Affiliates (including, after the Closing, the members of the Alkali Group) prior to the solicitation not otherwise permitted hereunder or attempt (ii) responds to divert a general or public solicitation (including by a bona fide search firm) not targeted at employees of Purchaser or any business of its Affiliates, including, after the Closing, the members of the Alkali Group. Notwithstanding the foregoing, the Restricted Parties shall not be restricted from engaging in general or public solicitations or advertising not targeted at any such employee of any member of the Company Group anywhere such company is doing businessPurchaser Group. (b) Executive agrees For a period of one (1) year from the Closing Date, Purchaser shall not (and shall cause its Affiliates, including, after the Closing, the members of the Alkali Group, not to) solicit for employment (whether as an employee, consultant or otherwise) any officer, or other member of management, who was an employee (with an annual salary exceeding $175,000) of any member of the Seller Group immediately prior to the Closing; provided that Purchaser and its Affiliates shall not be precluded from soliciting or hiring any such employee who (i) has been terminated by any member of the Seller Group prior to the solicitation not otherwise permitted hereunder or (ii) responds to a general or public solicitation (including by a bona fide search firm) not targeted at employees of Seller or any of its Affiliates. Notwithstanding the foregoing, neither Purchaser nor any of its Affiliates shall be restricted from engaging in general or public solicitations or advertising not targeted at any such employee of any member of the Seller Group. (c) For a period of three (3) years from the Closing Date, Seller shall cause the Restricted Parties not to engage in a Restricted Business anywhere in the world. Notwithstanding the foregoing, none of the following shall be a breach of this Section 5.12: (i) the purchase or ownership by a Restricted Party of a Person or business that derives less than the greater of (A) ten percent (10%) of its total annual revenues and (B) $15,000,000 in annual revenues from the Restricted Business, measured for the twelve fiscal year ended immediately prior to the date of such purchase, (12ii) the purchase or ownership by a Restricted Party of a Person or business that derives an amount equal to or greater than the greater of (x) ten percent (10%) or more of its total annual revenues and (y) $15,000,000 in annual revenues from the Restricted Business measured for the fiscal year ended immediately prior to the date of such purchase, as long as that Restricted Party shall commit to, and shall, divest to an unaffiliated third party all of the Restricted Business operated by such acquired or owned Person or business or reduce the Restricted Business operated by such acquired or owned Person or business in size to constitute less than $15,000,000 in annual revenues as soon as reasonably practicable, in each case and in any event not later than six (6) months following the termination acquisition of his employmentsuch ownership or interest (provided, Executive will however, that such six (6)-month period shall be extended to the date on which all approvals from a Governmental Entity relating to any Antitrust Law required to complete the divestiture are received (but no later than the first (1st) anniversary following the acquisition of such Person or business) if such approvals are not received by the six (6)-month anniversary following the acquisition of such Person or business), (iii) the direct or indirect ownership for passive investment purposes by Restricted Parties 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, solicit for confer on the purpose Restricted Parties more than four and nine-tenths percent (4.9%) of providing, or otherwise provide, any products or services competitive with the products or services offered by total voting power of such Person and (or planned to be offered by, assuming Executive was aware of those plans while employed by Companyiv) the Company Group to any customer of the Company Group with whom/which Executive had contact on behalf of the Company Group during the twenty-four (24) months preceding the end of Executive’s employment with the Company. (c) Executive agrees that for the twelve (12) months following the termination of his employment, Executive will not, directly or indirectly, solicit for the purpose of providing, or otherwise provide, any products or services competitive with the products or services offered by (or planned to be offered by, assuming Executive was aware of those plans while employed by Company) the Company Group to any customer of the Company Group about whom/which Executive acquired non-public information during the twenty-four (24) months preceding the end of Executive’s employment with the Company. (d) Executive agrees that for the twelve (12) months following the termination of his employment, Executive will not request or advise any customer, supplier, licensee, licensor, landlord or other business relation of the Company Group with whom/which Executive had contact on behalf of the Company Group during the twenty-four (24) months preceding the termination of Executive’s employment with the Company to withdraw, curtail or cancel its business dealings with such member of the Company Group. (e) Executive agrees that for the twelve (12) months following the termination of his employment, Executive will not directly or indirectly recruit or solicit any employee of the Company Group for employment or encourage any employee of the Company Group to leave such member of the Company Group’s employ. An employee shall be deemed covered by this clause (e) while employed by the Company Group and for a period of twelve (12) months thereafter. (f) In addition, Executive agrees that for the twelve (12) months following the termination of his employment, Executive will not provide, investment in any capacity, fund in which no Restricted Services Party have any discretion with respect to any business located in the United States investment strategy or Germany which provides services or products competitive with those sold or provided by any member selection of the Company Group during the twenty-four (24) months preceding the end of Executive’s employment with the Company. The term “Restricted Services” shall mean services similar to those which Executive provided any member of the Company Group during the twenty-four (24) months preceding Executive’s termination of employment, for whatever reason, and which would involve use or disclosure of the Company’s Confidential Informationsuch fund.

Non-Solicitation; Non-Competition. A. During the Period of Restriction (a) In further consideration as such term is defined below), Executive agrees to refrain, directly or indirectly, from accepting business from, doing business with, inducing or soliciting any Customer or Vendor of the compensation Company to be paid do business with Executive in competition with any business in which the Company or any entity related to Executive hereunderthe Company is engaged, except on behalf of the Company or as authorized in writing by the Company; B. For the purpose of subsection (i)(A), the term “Customers” shall include any person who is or was a customer of the Company or any of its Related Entities at any time during the Period of Restriction, and the term “Vendors” shall include those enterprises or services who have provided any services to the Company or any Related Entities during the last six (6) months of Executive’s employment under this Agreement. (ii) During the Period of Restriction (as such term is defined below), Executive acknowledges may not engage in activities, render services or affiliate himself, in any capacity (except save by way of portfolio investment in shares quoted on a recognized stock exchange whereby Executive owns less than 1% of the outstanding stock of such entity), with any entity that in provides services that are competitive with those rendered by the course Company or any Related Entity within the metropolitan areas of his New York City, London, Sydney, Singapore, Hong Kong and/or any other region or geographic financial center within which Executive has rendered services during this employment tenure with the Company. (iii) For purposes of this Agreement, the term “Period of Restriction” shall mean the term of the Executive’s employment with the Company Group, he has and will continue pursuant to become familiar with the Company Group’s trade secrets and with other Confidential Information concerning the Company Group and that his services shall be Section 2(a) of special, unique and extraordinary value to the Company Group. Therefore, Executive agrees that while an employee of the Company Group, Executive will not directly or indirectly compete against any member of the Company Group or directly or indirectly divert or attempt to divert any business from any member of the Company Group anywhere such company is doing business. (b) Executive agrees that for this Agreement plus the twelve (12) months immediately following the termination of his the Executive’s employment; provided that for purposes of paragraph 5(d)(ii) only, Executive will not, directly or indirectly, solicit for the purpose of providing, or otherwise provide, any products or services competitive with the products or services offered by (or planned to be offered by, assuming Executive was aware of those plans while employed by Company) the Company Group to any customer postemployment portion of the Company Group with whom/which Executive had contact on behalf Period of the Company Group during the twenty-four Restriction shall be nine (249) months preceding the end of Executive’s employment with the Company. (c) Executive agrees that for the months, rather than twelve (12) months following the termination of his employmentmonths; and provided, Executive will notfurther, directly or indirectly, solicit for the purpose of providing, or otherwise provide, any products or services competitive with the products or services offered by (or planned to be offered by, assuming Executive was aware of those plans while employed by Company) the Company Group to any customer of the Company Group about whom/which Executive acquired non-public information during the twenty-four (24) months preceding the end of Executive’s employment with the Company. (d) Executive agrees that for purposes of Section 5(d) (but not Section 5(c)), the twelve (12Period of Restriction will be reduced pursuant to Section 2(b) months following above by that number of weeks, if any, that the termination of his employment, Executive will not request or advise any customer, supplier, licensee, licensor, landlord or other business relation of the Company Group with whom/which Executive had contact on behalf of the Company Group during the twenty-four (24) months preceding the termination of Executive’s employment with the Company to withdraw, curtail or cancel its business dealings with such member of the Company Group. (e) Executive agrees that for the twelve (12) months following the termination of his employment, Executive will not directly or indirectly recruit or solicit any employee of the Company Group for employment or encourage any employee of the Company Group to leave such member of the Company Group’s employ. An employee shall be deemed covered by this clause (e) while remains employed by the Company Group and for a period of twelve (12) months thereafter. (f) In addition, Executive agrees that for the twelve (12) months following the termination of his employment, Executive will not provide, in any capacity, Restricted Services but is required to any business located in the United States or Germany which provides services or products competitive with those sold or provided by any member of the Company Group remain away from work during the twenty-four (24) months preceding the end of Executive’s employment with the Company. The term “Restricted Services” shall mean services similar to those which Executive provided any member of the Company Group during the twenty-four (24) months preceding Executive’s termination of employment, for whatever reason, and which would involve use or disclosure of the Company’s Confidential InformationNotice Period.

Non-Solicitation; Non-Competition. (a) In further consideration of During the compensation to be paid to Executive hereunder, Executive acknowledges that in the course of his Executive’s employment with by the Company Group, he has hereunder and will continue to become familiar with the Company Group’s trade secrets and with other Confidential Information concerning the Company Group and that his services shall be during a period of special, unique and extraordinary value to the Company Group. Therefore, Executive agrees that while an employee of the Company Group, Executive will not directly or indirectly compete against any member of the Company Group or directly or indirectly divert or attempt to divert any business from any member of the Company Group anywhere such company is doing business. (b) Executive agrees that for the twelve (12) months following the termination Date of his employmentTermination (provided the Executive’s employment is not terminated as a result of the Company’s Notice of Non-Renewal), the Executive will not, directly or indirectly, solicit whether as an owner, partner, shareholder, consultant, agent, employee, co-venturer or otherwise, or through any other “person” (which, for purposes of this subsection, shall mean an individual, a corporation, a partnership, an association, a joint-stock company, a trust, any unincorporated organization, or a government or political subdivision thereof), compete in any state or territory of the United States with the Company in any business conducted or then being actively planned by the Company or any Subsidiary during the period of his employment hereunder. The restriction on competition for the purpose purposes of providingthis Agreement shall not include: (i) the passive ownership of securities in any public enterprise and exercise of rights appurtenant thereto, so long as such securities represent no more than five percent (5%) of the voting power of all securities of such enterprise and do not include active management or effective control of said enterprise, (ii) the indirect ownership of securities through ownership of shares in a registered investment company, or otherwise provide(iii) working for a non-competing division of a multi-divisional company, any products if and to the extent that no work is performed for or services competitive with the products or services offered by (or planned to be offered by, assuming Executive was aware of those plans while employed by Company) the Company Group to any customer of the Company Group with whom/which Executive had contact on behalf of any competing division of such company. (b) During the Executive’s employment by the Company Group hereunder and during the twenty-four (24) months preceding the end of Executive’s employment with the Company. (c) Executive agrees that for the twelve (12) months following the termination Date of his employmentTermination, the Executive will not, directly or indirectly, solicit for the purpose of providingwhether as an owner, partner, shareholder, consultant, agent, employee, co-venturer or otherwise, or otherwise providethrough any other “person” (which, for purposes of this subsection, shall mean an individual, a corporation, a partnership, an association, a joint-stock company, a trust, any products unincorporated organization, or services competitive with the products a government or services offered by political subdivision thereof), (i) hire or planned attempt to be offered by, assuming Executive was aware of those plans while employed by Company) the Company Group to hire any customer employee of the Company Group about whom/which Executive acquired non-public information or any Subsidiary or any person who was an employee of the Company or any Subsidiary at any time during the twenty-four (24) months preceding the end of Executive’s employment with the Company. (d) Executive agrees that for the twelve (12) months following immediately prior to the termination Date of Termination, assist in such hiring by any other person, encourage any such employee to terminate his employment, Executive will not request or advise any customer, supplier, licensee, licensor, landlord or other business relation of relationship with the Company Group with whom/which or any Subsidiary (provided, however, that the foregoing provision shall not prohibit (A) the Executive had contact on behalf of the Company Group during the twenty-four (24) months preceding the termination of Executive’s from soliciting for employment or hiring any such person whose employment with the Company or any Subsidiary has been terminated or has otherwise ended; (B) solicitations made by the Executive to withdraw, curtail the public or cancel its business dealings with such member to employees in any or all of the Company Group. refining, terminaling, pipeline transportation or retail marketing segments of the petroleum refining and marketing industry generally) or (eii) Executive agrees that for the twelve (12) months following the termination of his employment, Executive will not directly or indirectly recruit indirectly, request or solicit any employee of cause collaborative partners, contracting parties, or suppliers with whom the Company Group for employment or encourage any employee of Subsidiary has a business relationship to cancel or terminate any such business relationship with the Company Group to leave such member of the Company Group’s employ. An employee shall be deemed covered by this clause (e) while employed by the Company Group and for a period of twelve (12) months thereafteror any Subsidiary. (f) In addition, Executive agrees that for the twelve (12) months following the termination of his employment, Executive will not provide, in any capacity, Restricted Services to any business located in the United States or Germany which provides services or products competitive with those sold or provided by any member of the Company Group during the twenty-four (24) months preceding the end of Executive’s employment with the Company. The term “Restricted Services” shall mean services similar to those which Executive provided any member of the Company Group during the twenty-four (24) months preceding Executive’s termination of employment, for whatever reason, and which would involve use or disclosure of the Company’s Confidential Information.

Non-Solicitation; Non-Competition. Executive hereby covenants and agrees that during the “Restricted Period” (aas defined below) In further consideration Executive shall not, without the written consent of the compensation Bank, either directly or indirectly: (i) solicit, offer employment to, or take any other action intended (or that a reasonable person acting in like circumstances would expect) to be paid have the effect of causing any officer or employee of the Bank, or any of its respective subsidiaries or affiliates, to Executive hereunder, Executive acknowledges that in the course of terminate his or her employment with the Company GroupBank and/or accept employment with another employer; or (ii) become an officer, he has employee, consultant, director, trustee, independent contractor, agent, joint venturer, partner or trustee of any savings bank, savings and will continue to become familiar 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 that competes with the Company Group’s trade secrets and with other Confidential Information concerning the Company Group and that his services shall be of special, unique and extraordinary value to the Company Group. Therefore, Executive agrees that while an employee business of the Company Group, Executive will not directly Bank or indirectly compete against any member of their direct or indirect subsidiaries or affiliates that: (A) has a headquarters within 30 miles of the Company Group Bank’s headquarters (the “Restricted Territory”), or directly (B) has one or indirectly divert more offices, but is not headquartered, within the Restricted Territory, but in the latter case, only if Executive would be employed, conduct business or attempt to divert any business from any member of have other responsibilities or duties within the Company Group anywhere such company is doing business.Restricted Territory; or (biii) Executive agrees that for the twelve (12) months following the termination of his employmentsolicit, Executive will notprovide any information, directly advice or indirectly, solicit for the purpose of providing, recommendation or otherwise provide, take any products or services competitive with the products or services offered by other action intended (or planned that a reasonable person acting in like circumstances would expect) to be offered by, assuming Executive was aware have the effect of those plans while employed by Company) the Company Group to causing any customer of the Company Group with whom/which Executive had contact on behalf of the Company Group during the twenty-four (24) months preceding the end of Executive’s employment Bank to terminate an existing business or commercial relationship with the Company. (cBank. The restrictions contained in this Section 6(a) Executive agrees that for the twelve (12) months following the termination of his employment, Executive will not, directly or indirectly, solicit for the purpose of providing, or otherwise provide, any products or services competitive with the products or services offered by (or planned to be offered by, assuming Executive was aware of those plans while employed by Company) the Company Group to any customer of the Company Group about whom/which Executive acquired non-public information during the twenty-four (24) months preceding the end of Executive’s employment with the Company. (d) Executive agrees that for the twelve (12) months following the termination of his employment, Executive will shall not request or advise any customer, supplier, licensee, licensor, landlord or other business relation of the Company Group with whom/which Executive had contact on behalf of the Company Group during the twenty-four (24) months preceding the termination of Executive’s employment with the Company to withdraw, curtail or cancel its business dealings with such member of the Company Group. (e) Executive agrees that for the twelve (12) months following the termination of his employment, Executive will not directly or indirectly recruit or solicit any employee of the Company Group for employment or encourage any employee of the Company Group to leave such member of the Company Group’s employ. An employee shall be deemed covered by this clause (e) while employed by the Company Group and for a period of twelve (12) months thereafter. (f) In addition, Executive agrees that for the twelve (12) months following the termination of his employment, Executive will not provide, in any capacity, Restricted Services to any business located apply in the United States or Germany which provides services or products competitive with those sold or provided by any member event of the Company Group during the twenty-four (24) months preceding the end of Executive’s employment with the Company. The term “Restricted Services” shall mean services similar to those which Executive provided any member of the Company Group during the twenty-four (24) months preceding Executive’s termination of employmentemployment on or after the effective time of a Change in Control, for whatever reasonexcept to the extent provided in Section 18 hereof. For purposes of this Section 6(a), the “Restricted Period” will be: (i) at all times during Executive’s period of employment with the Bank; and which would involve use or disclosure (ii) except as provided above, during the period beginning on Executive’s Date of Termination and ending on the one-year anniversary of the Company’s Confidential InformationDate of Termination.

Non-Solicitation; Non-Competition. (a) In further consideration Executive covenants and agrees that, while employed by Company, and for a period of the compensation to be paid to Executive hereunder, Executive acknowledges that in the course of his employment with the Company Group, he has and will continue to become familiar with the Company Group’s trade secrets and with other Confidential Information concerning the Company Group and that his services shall be of special, unique and extraordinary value to the Company Group. Therefore, Executive agrees that while an employee of the Company Group, Executive will not directly or indirectly compete against any member of the Company Group or directly or indirectly divert or attempt to divert any business from any member of the Company Group anywhere such company is doing business. (b) Executive agrees that for the twelve (12) 24 months following the termination of his employmentemployment for any reason, Executive will including during the Protected Period, he shall not: (a) without the written consent of the Board, directly or indirectlyindirectly engage or assist any person engaging in the Business or any Competitive Activity (as defined below), solicit for the purpose of providingindividually, or as an officer, director, employee, agent, consultant, owner, partner, lender, manager, member, principal, or in any other capacity, or render any services to any entity which is engaged in the Business or Competitive Business; provided, however, that the ownership by Executive of not more than one percent (1%) of any class of equity security of any entity engaged in the Business or any Competitive Business shall not be deemed a breach of this Section provided such securities are listed on a national securities exchange or quotation system or have been registered under Section 12(g) of the Securities Exchange Act of 1934, as amended. Upon the written request of Executive, the Board will advise Executive whether or not a specific activity which Executive in contemplating would violate the foregoing restriction, provided that (I) such request is made prior to Executive engaging in such activity and (II) Executive provides the Board with such information as the Board determines is necessary to make such determination. The current and continuing effectiveness of any such determination shall be conditioned on all such information provided by Executive being complete and accurate in all material respects; or (b) in any manner, directly or indirectly attempt to divert, take away, solicit, or assist others in soliciting any current or prospective customer, supplier, independent contractor or service provider of Company or any Affiliate or otherwise provide, any products or services competitive interfere with the products relationship between Company or services offered by (any Affiliate and any current or planned to be offered byprospective customer, assuming Executive was aware of those plans while employed by Company) the Company Group to any customer of the Company Group with whom/which Executive had contact on behalf of the Company Group during the twenty-four (24) months preceding the end of Executive’s employment with the Company.service provider, supplier, independent contractor, or shareholder; or (c) Executive agrees that for the twelve (12) months following the termination of his employment, Executive will not, directly or indirectly, indirectly solicit for the purpose employment other than on behalf of providingCompany, seek to induce or influence any person to leave employment with Company, offer employment to, or otherwise provide, employ any products person who was an employee of Company within 6 months of such solicitation or services competitive with the products or services offered by (or planned to be offered by, assuming Executive was aware of those plans while employed by Company) the Company Group to any customer of the Company Group about whom/which Executive acquired non-public information during the twenty-four (24) months preceding the end of Executive’s employment with the Company.offer; or (d) Executive agrees make any comment (whether or not true) to any Person that for could be interpreted, whether or not in fact so interpreted, as critical or disparaging of Company or any of its Affiliates or that otherwise could be reasonably expected to be detrimental to Company or any of its Affiliates or their employees or operations, provided that the twelve (12) months following the termination of his employment, Executive will foregoing limitation shall not request or advise apply to truthful testimony as a witness in any customer, supplier, licensee, licensor, landlord administrative or other business relation legal proceeding, compliance with any obligations imposed under applicable law, or assertion of the a defense against any claim of breach of this Agreement by Company, or to his statements or disclosures to officers or directors of Company Group with whom/which Executive had contact on behalf of the Company Group during the twenty-four (24) months preceding the termination of Executive’s employment with the Company to withdraw, curtail or cancel its business dealings with such member of the Company Group. (e) Executive agrees that for the twelve (12) months following the termination of his employment, Executive will not directly or indirectly recruit or solicit any employee of the Company Group for employment or encourage any employee of the Company Group to leave such member of the Company Group’s employ. An employee shall be deemed covered by this clause (e) while employed by the Company Group and for a period of twelve (12) months thereafter. (f) In addition, Executive agrees that for the twelve (12) months following the termination of his employment, Executive will not provide, in any capacity, Restricted Services to any business located in the United States or Germany which provides services or products competitive with those sold or provided by any member of the Company Group during the twenty-four (24) months preceding the end of Executive’s employment with the Company. The term “Restricted Services” shall mean services similar to those which Executive provided any member of the Company Group during the twenty-four (24) months preceding Executive’s termination of employment, for whatever reasonParent, and which would involve use shall not require Executive to make false statements or disclosure of the Company’s Confidential Informationdisclosures.

Non-Solicitation; Non-Competition. (a) In further consideration Executive hereby agrees and covenants that Executive shall not without the prior written consent of the compensation to be paid to Executive hereunder, Executive acknowledges that in the course of his employment with the Company Group, he has and will continue to become familiar with the Company Group’s trade secrets and with other Confidential Information concerning the Company Group and that his services shall be of special, unique and extraordinary value to the Company Group. Therefore, Executive agrees that while an employee of the Company Group, Executive will not directly or indirectly compete against any member of the Company Group or directly or indirectly divert or attempt to divert any business from any member of the Company Group anywhere such company is doing business. (b) Executive agrees that for the twelve (12) months following the termination of his employment, Executive will notCompany, directly or indirectly, solicit for in any capacity whatsoever, including, without limitation, as an employee, employer, consultant, principal, partner, shareholder, officer, director or any other individual or representative capacity (other than (i) as a holder of less than two (2%) percent of the purpose outstanding securities of providinga company whose shares are traded on any national securities exchange or (ii) as a limited partner, passive minority interest holder in a venture capital fund, private equity fund or otherwise providesimilar investment entity, any products which holds or services may hold an equity or debt position in portfolio companies that are competitive with the products Company; provided however, that Executive shall be precluded from serving as an operating partner, general partner, manager or services offered by (governing board designee with respect to such portfolio companies), or planned to be offered by, assuming Executive was aware of those plans while employed by Company) the Company Group to any customer of the Company Group with whom/which Executive had contact whether on Executive’s own behalf or on behalf of the Company Group any other person or entity or otherwise howsoever, during the twenty-four (24) months preceding the end of Executive’s employment with the Company. (c) Executive agrees that for the twelve (12) months following the termination of his employment, Executive will not, directly or indirectly, solicit for the purpose of providing, or otherwise provide, any products or services competitive with the products or services offered by (or planned to be offered by, assuming Executive was aware of those plans while employed by Company) the Company Group to any customer of the Company Group about whom/which Executive acquired non-public information during the twenty-four (24) months preceding the end of Executive’s employment with the Company. (d) Executive agrees that for the twelve (12) months following the termination of his employment, Executive will not request or advise any customer, supplier, licensee, licensor, landlord or other business relation of the Company Group with whom/which Executive had contact on behalf of the Company Group during the twenty-four (24) months preceding the termination of Executive’s employment with the Company to withdraw, curtail or cancel its business dealings with such member of the Company Group. (e) Executive agrees that for the twelve (12) months following the termination of his employment, Executive will not directly or indirectly recruit or solicit any employee of the Company Group for employment or encourage any employee of the Company Group to leave such member of the Company Group’s employ. An employee shall be deemed covered by this clause (e) while employed by the Company Group Employment Period and for a period of twelve (12) months thereafter. (f) In addition, Executive agrees that for the twelve (12) months following the effective date of termination of his employment(the “NS/NC Period”): 1. recruit or solicit any employee of, Executive will or independent contractor engaged by the Company to leave the employment (or independent contractor relationship) thereof, whether or not provide, any such employee or independent contractor is party to an employment agreement with the Company; 2. attempt in any capacitymanner to solicit or accept from any customer of the Company, Restricted Services to any with whom Executive had significant contact during Executive’s employment by the Company (whether under this Agreement or otherwise), business located in of the United States kind or Germany which provides services or products competitive with those sold the business done by the Company with such customer or provided by to persuade or attempt to persuade any member such customer to cease to do business or to reduce the amount of business which such customer has customarily done or might do with the Company, or if any such customer elects to move its business to a person other than the Company, provide any services of the kind or competitive with the business of the Company Group during for such customer, or have any discussions regarding any such service with such customer, on behalf of such other person for the twentypurpose of competing with the business of the Company; or 3. interfere with any relationship, contractual or otherwise, between the Company and any other party, including, without limitation, any supplier, distributor, co-four (24) months preceding venturer or joint venturer of the end Company, for the purpose of soliciting such other party to discontinue or reduce its business with the Company. In the event Executive’s employment with the CompanyCompany was terminated without Cause during the Initial Employment Period, the NS/NC Period shall not be applicable or enforceable against Executive in any capacity. The term “Restricted Services” shall mean services similar to those which Executive provided During the Employment Period, or at any member of time during the NS/NC Period, in the event the Company Group during permanently ceases operations, dissolves, files for relief in bankruptcy (pursuant to Chapter 7) (without cure within thirty (30) days of filing) or is subject to a receivership, the twenty-four (24) months preceding Executive’s termination of employment, for whatever reasonNS/NC Period shall immediately cease, and which would involve use shall be of no further force or disclosure of the Company’s Confidential Informationeffect.

Non-Solicitation; Non-Competition. (a) In further consideration During the Restricted Period, the Seller shall not, and shall not permit any of its Affiliates to, directly or indirectly, hire or solicit any person who is offered employment by the Buyer or its Affiliates pursuant to Section 5.11 or any employee of the Buyer or its Affiliates whose total annual compensation is in excess of $100,000, or encourage any such employee to be paid leave such employment or hire any such employee who has left such employment, except pursuant to Executive hereunder, Executive acknowledges a general solicitation that is not directed specifically to any such employee; provided that nothing in this Section 5.7(a) shall prevent the course Seller or any of his its Affiliates from (i) hiring or soliciting any employee whose employment with the Company Group, he has and will continue to become familiar Buyer or any of its Affiliates was terminated by the Buyer or its Affiliates or (ii) hiring or soliciting any employee whose employment with the Company Group’s trade secrets and with other Confidential Information concerning Buyer or any of its Affiliates has been terminated by the Company Group and that his services shall be employee, after 180 days from the date of special, unique and extraordinary value to the Company Group. Therefore, Executive agrees that while an employee termination of the Company Group, Executive will not directly or indirectly compete against any member of the Company Group or directly or indirectly divert or attempt to divert any business from any member of the Company Group anywhere such company is doing businessemployment. (b) Executive agrees that for During the twelve (12) months following Restricted Period, the termination Buyer shall not, and shall not permit any of his employment, Executive will notits Affiliates to, directly or indirectly, solicit for the purpose of providing, or otherwise provide, any products or services competitive with the products or services offered by (or planned to be offered by, assuming Executive was aware of those plans while employed by Company) the Company Group to any customer of the Company Group with whom/which Executive had contact on behalf of the Company Group during the twenty-four (24) months preceding the end of Executive’s employment with the Company. (c) Executive agrees that for the twelve (12) months following the termination of his employment, Executive will not, directly or indirectly, solicit for the purpose of providing, or otherwise provide, any products or services competitive with the products or services offered by (or planned to be offered by, assuming Executive was aware of those plans while employed by Company) the Company Group to any customer of the Company Group about whom/which Executive acquired non-public information during the twenty-four (24) months preceding the end of Executive’s employment with the Company. (d) Executive agrees that for the twelve (12) months following the termination of his employment, Executive will not request or advise any customer, supplier, licensee, licensor, landlord or other business relation of the Company Group with whom/which Executive had contact on behalf of the Company Group during the twenty-four (24) months preceding the termination of Executive’s employment with the Company to withdraw, curtail or cancel its business dealings with such member of the Company Group. (e) Executive agrees that for the twelve (12) months following the termination of his employment, Executive will not directly or indirectly recruit hire or solicit any employee of the Company Group for employment Seller or its Affiliates whose total annual compensation is in excess of $100,000, or encourage any such employee of the Company Group to leave such member employment or hire any such employee who has left such employment, except pursuant to a general solicitation that is not directed specifically to any such employee; provided that nothing in this Section 5.7(b) shall prevent the Buyer or any of its Affiliates from (i) hiring or soliciting any employee whose employment with the Seller or any of its Affiliates was terminated by the Seller or its Affiliates or (ii) hiring or soliciting any employee whose employment with the Seller or any of its Affiliates has been terminated by the employee, after 180 days from the date of termination of such employment. (c) During the Subject Period, the Seller shall not, and shall not permit any of its Affiliates to, directly or indirectly, engage in or do any of the Company Group’s employ. An employee following in the Territory: (i) manage, control, render services to or have any direct or indirect ownership interest in, any business or Person (except the Buyer or its Affiliates) in connection with the design, development, manufacture, license, distribution, marketing or sale of any product relating to the Licensed Donor Screening Field; or (ii) design, develop, manufacture, license, distribute, market, or sell any product relating to the Licensed Donor Screening Field; provided, however, that this Section 5.7(c) shall be deemed covered by not prevent the Seller or its Affiliates from (A) engaging in the Retained Business (including the Licensed Transplantation Field), or (B) holding or making investments not in excess of 5% of the outstanding securities of any publicly-traded entity. (d) During the Subject Period, the Buyer shall not, and shall not permit any of its Affiliates to, directly or indirectly, engage in or do any of the following in the Territory: (i) manage, control, render services to or have any direct or indirect ownership interest in, any business or Person (except the Seller or its Affiliates) in connection with the design, development, manufacture, license, distribution, marketing or sale in the Molecular Detection Field; or (ii) design, develop, manufacture, license, distribute, market, or sell any product using the Licensed Intellectual Property in the Molecular Detection Field; provided, however, that this clause Section 5.7(d) shall not prevent the Buyer or its Affiliates from (A) engaging in the Licensed Transplantation Field, or (B) holding or making investments not in excess of 5% of the outstanding securities of any publicly-traded entity, or taking any actions with respect to products in the Molecular Detection Field that do not use the Licensed Intellectual Property. (e) while employed Each party acknowledges that a breach or threatened breach of this Section 5.7 would give rise to irreparable harm to the other party or its Affiliates, for which monetary damages would not be an adequate remedy, and hereby agrees that in the event of a breach or a threatened breach by such party of any of its obligations, the Company Group other party or its Affiliates may, in addition to any and for all other rights and remedies that may be available to it in respect of such breach, be entitled to seek equitable relief, including a period temporary restraining order, an injunction, specific performance and any other relief that may be available from a court of twelve competent jurisdiction (12) months thereafterwithout any requirement to post bond). (f) Each party acknowledges that the restrictions contained in this Section 5.7 are reasonable and necessary to protect the legitimate interests of the other party and its Affiliates and constitute a material inducement to the other party to enter into this Agreement and the Ancillary Agreements and consummate the transactions contemplated by this Agreement and the Ancillary Agreements. In additionthe event that any covenant contained in this Section 5.7 should ever be adjudicated to exceed the time, Executive agrees that for the twelve (12) months following the termination of his employmentgeographic, Executive will not provideproduct or service or other limitations permitted by applicable Law in any jurisdiction, then any court is expressly empowered to reform such covenant, and such covenant shall be deemed reformed, in any capacitysuch jurisdiction to the maximum time, Restricted Services to any business located in the United States geographic, product or Germany which provides services service or products competitive with those sold or provided other limitations permitted by any member of the Company Group during the twenty-four (24) months preceding the end of Executive’s employment with the Companyapplicable Law. The term “Restricted Services” covenants contained in this Section 5.7 and each provision hereof are severable and distinct covenants and provisions. The invalidity or unenforceability of any such covenant or provision as written shall mean services similar to those which Executive provided any member of not invalidate or render unenforceable the Company Group during the twenty-four (24) months preceding Executive’s termination of employment, for whatever reasonremaining covenants or provisions hereof, and which would involve use any such invalidity or disclosure of the Company’s Confidential Informationunenforceability in any jurisdiction shall not invalidate or render unenforceable such covenant or provision in any other jurisdiction.

Non-Solicitation; Non-Competition. (a) In further consideration For a period of one (1) year from the compensation to be paid to Executive hereunderClosing Date, Executive acknowledges that in Seller shall cause the course of his employment with the Company GroupRestricted Parties not to, he has and will continue to become familiar with the Company Group’s trade secrets and with other Confidential Information concerning the Company Group and that his services shall be of special, unique and extraordinary value to the Company Group. Therefore, Executive agrees that while an employee of the Company Group, Executive will not directly or indirectly compete against indirectly, employ or solicit for employment (whether as an employee, consultant or otherwise) any officer, or other senior employee or substantially full-time consultant (with an annual salary exceeding $150,000) of any member of the Company Alkali Group immediately prior to the Closing; provided that the Restricted Parties shall not be precluded from soliciting or directly hiring any such employee or indirectly divert substantially full-time consultant who (i) has been terminated by Purchaser or attempt its Affiliates (including, after the Closing, the members of the Alkali Group) at least six (6) months prior to divert the solicitation not otherwise permitted hereunder or (ii) responds to a general or public solicitation (including by a bona fide search firm) not targeted at employees of Purchaser or any business of its Affiliates, including, after the Closing, the members of the Alkali Group. Notwithstanding the foregoing, the Restricted Parties shall not be restricted from engaging in general or public solicitations or advertising not targeted at any such employee of any member of the Company Group anywhere such company is doing businessPurchaser Group. (b) Executive agrees For a period of one (1) year from the Closing Date, Purchaser shall not (and shall cause its Affiliates, including, after the Closing, the members of the Alkali Group, not to), directly or indirectly, employ or solicit for employment (whether as an employee, consultant or otherwise) any officer, or other member of management, who was an employee (with an annual salary exceeding $150,000) of any member of the Seller Group immediately prior to the Closing; provided that Purchaser and its Affiliates shall not be precluded from soliciting or hiring any such employee who (i) has been terminated by any member of the Seller Group at least six (6) months prior to the solicitation not otherwise permitted hereunder or (ii) responds to a general or public solicitation (including by a bona fide search firm) not targeted at employees of Seller or any of its Affiliates. Notwithstanding the foregoing, neither Purchaser nor any of its Affiliates shall be restricted from engaging in general or public solicitations or advertising not targeted at any such employee of any member of the Seller Group. (c) For a period of three (3) years from the Closing Date, Seller shall cause the Restricted Parties not to engage in a Restricted Business anywhere in the world. Notwithstanding the foregoing, none of the following shall be a breach of this Section 6.10: (i) the purchase or ownership by a Restricted Party of a Person or business that derives less than the greater of (A) ten percent (10%) of its total annual revenues and (B) $15,000,000 in annual revenues from the Restricted Business, measured for the twelve fiscal year ended immediately prior to the date of such purchase, (12ii) the purchase or ownership by a Restricted Party of a Person or business that derives an amount equal to or greater than the greater of (x) ten percent (10%) or more of its total annual revenues and (y) $15,000,000 in annual revenues from the Restricted Business measured for the fiscal year ended immediately prior to the date of such purchase, as long as that Restricted Party shall commit to, and shall, divest to an unaffiliated third party all of the Restricted Business operated by such acquired or owned Person or business or reduce the Restricted Business operated by such acquired or owned Person or business in size to constitute less than $15,000,000 in annual revenues as soon as reasonably practicable, in each case and in any event not later than six (6) months following the termination acquisition of his employmentsuch ownership or interest (provided, Executive will however, that such six (6)-month period shall be extended to the date on which all approvals from a Governmental Entity relating to any Antitrust Law required to complete the divestiture are received (but no later than the first (1st) anniversary following the acquisition of such Person or business) if such approvals are not received by the six (6)-month anniversary following the acquisition of such Person or business), (iii) the direct or indirect ownership for passive investment purposes by Restricted Parties 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, solicit for confer on the purpose Restricted Parties more than four and nine-tenths percent (4.9%) of providing, or otherwise provide, any products or services competitive with the products or services offered by total voting power of such Person and (or planned to be offered by, assuming Executive was aware of those plans while employed by Companyiv) the Company Group investment in any fund in which no Restricted Party have any discretion with respect to any customer the investment strategy or selection of the Company Group with whom/which Executive had contact on behalf of the Company Group during the twenty-four (24) months preceding the end of Executive’s employment with the Company. (c) Executive agrees that for the twelve (12) months following the termination of his employment, Executive will not, directly or indirectly, solicit for the purpose of providing, or otherwise provide, any products or services competitive with the products or services offered by (or planned to be offered by, assuming Executive was aware of those plans while employed by Company) the Company Group to any customer of the Company Group about whom/which Executive acquired non-public information during the twenty-four (24) months preceding the end of Executive’s employment with the Companysuch fund. (d) Executive Each Restricted Party agrees that for the twelve (12) months following obligations set forth in this Section 6.10, including the termination of his employmentterm and geographic area encompassed herein, Executive will not request or advise any customer, supplier, licensee, licensor, landlord or other are necessary and reasonable to protect the legitimate business relation interests of the Company Purchaser and the Alkali Group with whom/which Executive had contact on behalf in the conduct of the Company Group during Business and their business (including the twenty-four (24) months preceding goodwill purchased pursuant to this Agreement); are reasonably drawn to this end; are not unduly burdensome; are not injurious to the termination of Executive’s employment with public interest; and are supported by adequate consideration. Each Restricted Party acknowledges and agrees that Purchaser would not have entered into this Agreement or any Ancillary Agreement absent the Company agreement by the Restricted Parties to withdraw, curtail or cancel its business dealings with such member of abide by the Company Groupobligations set forth in this Section 6.10. (e) Executive agrees Without limiting the generality of Section 12.10, which shall remain in effect and apply while any obligations of this Section 6.10 remain in effect, Purchaser and each Restricted Party agree that for the twelve (12) months following the termination of his employment, Executive will not directly if Seller or indirectly recruit or solicit any employee of the Company Group for employment or encourage any employee of the Company Group to leave such member of the Company Seller Group’s employ, or Purchaser or any member of the Alkali Group, respectively, institutes any action or proceeding to enforce the provisions of this Section 6.10, the party instituting such action or proceeding shall (in addition to any other legal relief available) be entitled to seek temporary and permanent injunctive relief to enforce the provisions of this Section 6.10, and such relief may be granted without the necessity of proving actual damages. An employee Seller and the Seller Group, or Purchaser and the Alkali Group, as applicable, shall be deemed covered by entitled to seek recovery from Purchaser or each Restricted Party, respectively, the reasonable attorneys’ fees incurred in enforcing the provisions of this clause (e) while employed by Section 6.10. Any claim that any Restricted Party may have against Purchaser or any member of the Company Group and for Alkali Group, or any claim that Purchaser may have against Seller or any member of the Seller, whether under this Agreement or otherwise, will have no impact on or constitute a period defense to enforcement of twelve (12) months thereafterthe obligations under this Section 6.10. (f) To the extent that any provisions of this Section 6.10 shall be determined to be invalid or unenforceable, the invalid or unenforceable portion of such provisions shall be deleted from this Agreement, and the validity and enforceability of the remainder of such provisions and of this Agreement shall be unaffected. In additionfurtherance of and not in limitation of the foregoing, Executive it is expressly agreed that should the duration of or geographic extent of, or business activities covered by, the provisions contained in this Section 6.10 be determined to be invalid or unenforceable under applicable Law, then such provision shall be construed or modified to cover only that duration or extent or those activities that may validly be covered. Each Restricted Party expressly stipulates that this Section 6.10 shall be construed in a manner that renders its provisions valid and enforceable to the maximum extent (not exceeding its express terms) possible under applicable Law. The restrictions set forth in this Section 6.10 are in addition to, and not in lieu of, any non-competition, non-solicitation, non-disparagement, protection of confidential information, or other restrictive covenants by which any Restricted Party may be bound, including any non-solicitation obligation implied by law. Each Restricted Party agrees that for the twelve (12) months following the termination of his employment, Executive will not provide, in any capacity, Restricted Services to any business located in the United States or Germany which provides services or products competitive with those sold or provided by any each member of the Company Alkali Group is a beneficiary of the restrictions set forth in this Section 6.10 and may enforce the obligations in this Section 6.10. (g) The Restricted Parties agree and intend that the obligations contained in this Section 6.10, as to all Restricted Parties, be tolled during any period that any Restricted Party is in breach of any of the twenty-four (24) months preceding the end of Executive’s employment with the Company. The term “Restricted Services” shall mean services similar to those which Executive provided any obligations in this Section 6.10, so that Purchaser and each member of the Company Alkali Group during are provided with the twenty-four (24) months preceding Executive’s termination of employment, for whatever reason, and which would involve use or disclosure full benefit of the Company’s Confidential Informationrestrictive periods set forth herein.

Non-Solicitation; Non-Competition. (a) In further consideration of the compensation The parties acknowledge that Buyer provides productive utilization services to be paid diverse government and commercial clients. Buyer's intellectual capital is its most valued asset and is critical to Executive hereunderits ability to compete in an increasingly competitive global economy. By conscious design, Executive acknowledges that in the course of his employment with the Company Group, he Xxxxx has exposed and will continue expose the Seller to become familiar with the Company Group’s its trade secrets and with other secrets, Confidential Information concerning and business strategies. Such exposure and related training provides the Company Group Seller with invaluable expertise and intimate knowledge of Xxxxx's operations, including its methodologies and strategic plans. Given this expertise and knowledge, any competition by the Seller with Xxxxx would cause Buyer to suffer irreparable harm that his services shall could not be of special, unique and extraordinary value to the Company Group. Therefore, Executive agrees that while an employee of the Company Group, Executive will not directly or indirectly compete against any member of the Company Group or directly or indirectly divert or attempt to divert any business from any member of the Company Group anywhere such company is doing business.quantified; (b) Executive During the Term, and for one year thereafter, Seller shall refrain from, directly or indirectly, either alone or in conjunction with any other person or entity: (i) employing, engaging or seeking to employ or engage any employee or contractor of Buyer unless such Buyer employee or contractor (A) resigns voluntarily (without any solicitation or involvement from Seller or any of its affiliates), in which case Seller hereby agrees that to refrain from employing, engaging or seeking to employ or engage any such Buyer employee or contractor for the twelve a period of six (126) months following such person's resignation; or (B) is terminated by Buyer after the termination of his employmentdate hereof; and (ii) causing or attempting to cause any such Buyer employee or contractor to resign or sever his, Executive will her or its relationship with Xxxxx; (c) During the Term and for one year thereafter, Seller shall not, directly or indirectly, solicit as a seller to any person or entity (other than Buyer) sell, license or otherwise provide any services or products in connection with any follow-on contract to the Prime Contract and/or that are competitive with the services and products that can be provided by Buyer or its subcontractors under the Prime Contract. In addition, if any Services are for the purpose of providing, or otherwise provide, any products or services competitive assisting Buyer with respect to a proposal to be submitted for the products or services offered by purpose of obtaining additional work from the Prime Customer (or planned to be offered by, assuming Executive was aware of those plans while employed by Company) the Company Group to from any prospective customer of Prime Contractor), Seller agrees not to perform similar services for any person or entity (including the Company Group with whom/which Executive had contact on behalf of the Company Group during the twenty-four (24) months preceding the end of Executive’s employment with the Company. (c) Executive agrees that for the twelve (12) months following the termination of his employmentPrime Customer), Executive will notin any form or manner, directly or indirectly, solicit for the purpose of providing, or otherwise provide, any products or services competitive in competition with the products or services offered by (or planned to be offered by, assuming Executive was aware of those plans while employed by Company) the Company Group to any customer of the Company Group about whom/which Executive acquired non-public information Buyer during the twenty-four (24) months preceding the end of Executive’s employment with the Company.Term or one year thereafter; (d) Executive agrees Seller acknowledges that for the twelve (12) months following the if Seller breaches this Section 42, Xxxxx will suffer irreparable injury not compensable by money damages alone and therefore will not have an adequate remedy at law. Accordingly, Buyer shall be entitled to injunctive relief to prevent or curtail any such breach, threatened or actual. The foregoing shall be in addition and without prejudice to such other rights as Buyer may have at law or in equity. This Section 42 shall survive expiration or termination of his employment, Executive will not request or advise any customer, supplier, licensee, licensor, landlord or other business relation of the Company Group with whom/which Executive had contact on behalf of the Company Group during the twenty-four (24) months preceding the termination of Executive’s employment with the Company to withdraw, curtail or cancel its business dealings with such member of the Company GroupPO. (e) Executive agrees that for the twelve (12) months following the termination of his employment, Executive will not directly or indirectly recruit or solicit any employee of the Company Group for employment or encourage any employee of the Company Group to leave such member of the Company Group’s employ. An employee shall be deemed covered by this clause (e) while employed by the Company Group and for a period of twelve (12) months thereafter. (f) In addition, Executive agrees that for the twelve (12) months following the termination of his employment, Executive will not provide, in any capacity, Restricted Services to any business located in the United States or Germany which provides services or products competitive with those sold or provided by any member of the Company Group during the twenty-four (24) months preceding the end of Executive’s employment with the Company. The term “Restricted Services” shall mean services similar to those which Executive provided any member of the Company Group during the twenty-four (24) months preceding Executive’s termination of employment, for whatever reason, and which would involve use or disclosure of the Company’s Confidential Information.

Non-Solicitation; Non-Competition. (a) In further consideration Without the prior written consent of the compensation to be paid to Executive hereunderCompany, Executive acknowledges that in during the course term of his your employment with the Company Group, he has and will continue to become familiar with the Company Group’s trade secrets and with other Confidential Information concerning the Company Group and that his services shall be of special, unique and extraordinary value to the Company Group. Therefore, Executive agrees that while an employee of the Company Group, Executive will not directly or indirectly compete against any member of the Company Group or directly or indirectly divert or attempt to divert any business from any member of the Company Group anywhere such company is doing business. (b) Executive agrees that for the twelve (12) months following the termination of his employment, Executive will not, directly or indirectly, solicit for the purpose of providing, or otherwise provide, any products or services competitive with the products or services offered by (or planned to be offered by, assuming Executive was aware of those plans while employed by Company) the Company Group to any customer of the Company Group with whom/which Executive had contact on behalf of the Company Group during the twenty-four (24) months preceding the end of Executive’s employment with the Company. (c) Executive agrees that for the twelve (12) months following the termination of his employment, Executive will not, directly or indirectly, solicit for the purpose of providing, or otherwise provide, any products or services competitive with the products or services offered by (or planned to be offered by, assuming Executive was aware of those plans while employed by Company) the Company Group to any customer of the Company Group about whom/which Executive acquired non-public information during the twenty-four (24) months preceding the end of Executive’s employment with the Company. (d) Executive agrees that for the twelve (12) months following the termination of his employment, Executive will not request or advise any customer, supplier, licensee, licensor, landlord or other business relation of the Company Group with whom/which Executive had contact on behalf of the Company Group during the twenty-four (24) months preceding the termination of Executive’s employment with the Company to withdraw, curtail or cancel its business dealings with such member of the Company Group. (e) Executive agrees that for the twelve (12) months following the termination of his employment, Executive will not directly or indirectly recruit or solicit any employee of the Company Group for employment or encourage any employee of the Company Group to leave such member of the Company Group’s employ. An employee shall be deemed covered by this clause (e) while employed by the Company Group and for a period of twelve (12) months thereafter. after the termination of your employment with the Company, either unilaterally by you or by the Company for Cause, you shall not (fi) In additionbecome engaged in X X X X X X X X & S T R U G G L E S or otherwise become interested in, Executive agrees whether as an owner, officer, employee, consultant, director, stockholder, or otherwise, any company, enterprise or entity that for provides or intends to provide services similar to those provided by the Company in the geographical area which you served during your employment with the Company; (ii) directly or indirectly solicit or assist any other person in soliciting any client of the Company with whom you had direct professional contact during the twelve (12) months following immediately prior to the termination of his employment, Executive will not provide, in any capacity, Restricted Services to any business located in the United States or Germany which provides services or products competitive your employment with those sold or provided by any member of the Company Group and during the twenty-four (24) months preceding the end of Executive’s which you learned confidential information, or whose account you oversaw during your employment with the Company. The term “Restricted Services” shall mean services similar to those which Executive provided ; (iii) directly or indirectly solicit, or assist any member other person in soliciting, any employee of the Company Group during the twenty-four or its affiliates (24) months preceding Executive’s as of your termination of employmentemployment with the Company) or any person who, for whatever reasonas of such date, and which would involve use was in the process of being recruited by the Company or disclosure its affiliates, or induce any such employee to terminate his or her employment with the Company or its affiliates; or (iv) hire or assist another in hiring any employee of the CompanyCompany or its affiliates who potentially possesses the Company or its Affiliate’s Confidential InformationInformation for a position where the employee’s knowledge of such information might be relevant. The provisions of this Section 15 shall be in addition to any restrictive covenants that are set forth in or otherwise required by Company benefit plans. In the case of a discrepancy between this Section and any such restrictive covenant, the more restrictive language will apply.

Non-Solicitation; Non-Competition. (a) In further consideration of Executive acknowledges, and the compensation to be paid to Executive hereunderCompany agrees, Executive acknowledges that in the course of his Executive’s employment with the Company GroupCompany, he has Executive will be provided and will continue to become familiar with the Company GroupCompany’s and its affiliates’ trade secrets and with other Confidential Information. Executive further acknowledges that having access to and knowledge of the Confidential Information concerning of the Company Group and its affiliates is essential to the performance of his duties with the Company and that his services shall be such information is an extremely valuable and unique asset of special, unique and extraordinary value to the Company Groupand its affiliates that gives them a competitive advantage over persons or entities that do not possess such information and knowledge. Therefore, Executive agrees that while an employee in consideration for the Company’s promise to provide him Confidential Information and trade secrets of the Company Groupand its affiliates, Executive will not directly or indirectly compete against any member of the Company Group or directly or indirectly divert or attempt in addition to divert any business from any member of the Company Group anywhere such company is doing business. (b) Executive agrees that for the twelve (12) months following the termination of his employmentother consideration provided herein, Executive will not, directly or indirectly, solicit for the purpose of providing, or otherwise provide, any products or services competitive with the products or services offered by (or planned to be offered by, assuming Executive was aware of those plans while employed by Company) the Company Group to any customer of the Company Group with whom/which Executive had contact on behalf of the Company Group during the Employment Period and for a period of twenty-four (24) months preceding (such period, the end “Restricted Period”) thereafter, directly or indirectly contact or solicit vendors, suppliers, customers or clients of Executive’s employment the Company or its affiliates with whom Executive had direct or indirect contact or about whom Executive received proprietary, confidential or otherwise non-public information for the purpose of providing services relating to well servicing, well workover, fluid management and well completion services and related engineering consulting services for the oil and gas industry and equipment rentals related thereto (the “Business”) or interfere with, disrupt or attempt to disrupt the relationship, contractual or otherwise, between the Company or any of its affiliates and any vendor, supplier, customer or client of the Company or any of its affiliates or in any way encourage them to terminate or otherwise alter their relationship with the Company. (c) Company or any affiliate. Executive further agrees that for during the twelve (12) months following Employment Period and the termination of his employmentRestricted Period, Executive will he shall not, directly or indirectly, solicit for the purpose of providing, or otherwise provide, provide any products or services competitive related to the Business to the Company’s or its affiliates’ customers and clients, or prospective customers and clients with whom Executive had direct or indirect contact or about whom Executive received proprietary, confidential or otherwise non-public information, nor utilize the contacts, goodwill and rapport he established with any customers and clients to take away or divert business or income away from the Company or its affiliates to other persons or entities. For purposes of this Section 8, “customers and clients” shall mean and include those customers, clients and prospective customers and clients who contacted or were contacted by the Company or its affiliates to do business with the products Company or services offered by such affiliates. (or planned b) Executive further agrees that in consideration for the Company’s promise to be offered by, assuming Executive was aware of those plans while employed by Company) the Company Group to any customer provide him Confidential Information and trade secrets of the Company Group about whom/which Executive acquired non-public information and its affiliates, in addition to other consideration provided herein, he will not, during the Employment Period or the Restricted Period, directly or indirectly recruit, solicit, hire or retain (as an independent contractor, employee or otherwise) or attempt to recruit, solicit, hire or retain any employee, independent contractor, or former (within the then-preceding twenty-four (24) months preceding month period) employee or independent contractor of the end Company or its affiliates, or encourage any employee or independent contractor of Executive’s employment the Company or its affiliates to leave the employ or engagement of the Company or its affiliates, as the case may be. (c) In addition, except for services and duties performed pursuant to this Agreement by Executive for or on behalf of the Company and its affiliates during the Employment Period, Executive agrees that, during the Employment Period and the Restricted Period, Executive will not for any reason whatsoever, directly or indirectly, for himself or on behalf of or in conjunction with any other person, company, partnership, corporation, business or other entity of whatever nature, engage in, make loans to, own, operate, manage, control, become financially interested in or otherwise have any connection with, whether as an officer, director, manager, employee, independent contractor, advisor, sales representative, consultant, shareholder, owner, partner, member or in any other capacity, the CompanyBusiness within North America (the “Territory”) and anywhere outside of the Territory where the Company or its affiliates have made sales or significant sales efforts with respect to their goods or services relating to the Business during the Employment Period or the Restricted Period; provided, however, that the passive ownership by Executive of less than one percent (1%) of any class of equity securities of any corporation, if such equity securities are listed on a national securities exchange or are quoted on NASDAQ, will not be deemed to be a breach of this Section 8. (d) Executive agrees If, at the time of enforcement of this Section 8, a court or other tribunal shall hold that the duration, geography or scope restrictions stated herein are unreasonable under circumstances then existing, the Parties agree that the maximum duration, geography or scope reasonable under such circumstances shall be substituted for the twelve (12) months following stated duration, geography or scope and that the termination of his employment, Executive will not request or advise any customer, supplier, licensee, licensor, landlord court or other business relation of tribunal shall reform the Company Group with whom/which Executive had contact on behalf of restrictions contained herein to cover the Company Group during the twenty-four (24) months preceding the termination of Executive’s employment with the Company to withdrawmaximum duration, curtail or cancel its business dealings with such member of the Company Groupgeography and scope permitted by law. (e) Executive agrees that for the twelve (12) months following the termination of his employment, Executive will not directly or indirectly recruit or solicit any employee of the Company Group for employment or encourage any employee of the Company Group to leave such member of the Company Group’s employ. An employee shall be deemed covered by this clause (e) while employed by the Company Group and for a period of twelve (12) months thereafter. (f) In addition, Executive agrees that for the twelve (12) months following the termination of his employment, Executive will not provide, in any capacity, Restricted Services to any business located in the United States or Germany which provides services or products competitive with those sold or provided by any member of the Company Group during the twenty-four (24) months preceding the end of Executive’s employment with the Company. The term “Restricted Services” shall mean services similar to those which Executive provided any member of the Company Group during the twenty-four (24) months preceding Executive’s termination of employment, for whatever reason, and which would involve use or disclosure of the Company’s Confidential Information.

Non-Solicitation; Non-Competition. (a) In further consideration of the compensation to be paid to Executive hereunder, Executive acknowledges that in the course of his employment with the Company Group, Dialogic he has and will continue to become familiar with Dialogic’s and the Company Dialogic Group’s trade secrets and with other Confidential Information confidential information concerning the Company Dialogic Group and that his services shall be of special, unique and extraordinary value to the Company Dialogic Group. Therefore, Executive agrees that while an employee of that, during the Company Group, Employment Period and for twelve (12) months thereafter: (i) Executive will not directly or indirectly compete against any member of the Company Group or directly or indirectly divert or attempt to divert solicit any business from involving or similar to any member of the Company Group anywhere such company is doing business. (b) Executive agrees that for the twelve (12) months following the termination of his employment, Executive will not, directly existing or indirectly, solicit for the purpose of providing, or otherwise provide, any planned products or services competitive with the products marketed by any Dialogic company from any person or services offered by organization which was, to Executive’s knowledge, within two (2) years prior to his termination, a customer or planned to be offered by, assuming Executive was aware of those plans while employed by Company) the Company Group to any a bona fide prospective customer of the Company any Dialogic Group with whom/which Executive had contact on behalf of the Company Group during the twenty-four (24) months preceding the end of Executive’s employment with the Company.company; Dialogic Corporation 0000 Xxxxxxxxx Xxxx 0xx Xxxxx Xxxxxxxx Xxxxxx Xxxxxx X0X 0X0 (cii) Executive agrees that for the twelve (12) months following the termination of his employment, Executive will not, directly or indirectly, solicit for the purpose of providing, or otherwise provide, any products or services competitive with the products or services offered by (or planned to be offered by, assuming Executive was aware of those plans while employed by Company) the Company Group to any customer of the Company Group about whom/which Executive acquired non-public information during the twenty-four (24) months preceding the end of Executive’s employment with the Company. (d) Executive agrees that for the twelve (12) months following the termination of his employment, Executive will not request or advise any customer, bona fide prospective customer, supplier, licensee, licensor, landlord or other business relation of the Company any Dialogic Group with whom/which Executive had contact on behalf of the Company Group during the twenty-four (24) months preceding the termination of Executive’s employment with the Company company to withdraw, curtail or cancel its business dealings with such member of the Company Group.Dialogic Group company; (eiii) Executive agrees that for the twelve (12) months following the termination of his employment, Executive will not directly or indirectly recruit , or solicit any employee of the Company any Dialogic Group for employment company or encourage any employee of the Company any Dialogic Group company to leave such member of the Company GroupDialogic Group company’s employ. An employee shall be deemed covered by ; and (b) Each party hereto agrees not to make, or cause or assist any other person to make, any statement or communication (other than for the purpose of enforcing this clause (eAgreement) while employed by to any third party which impugns or attacks, or is otherwise critical of, the Company reputation, business or character of, or is an untrue statement regarding Executive, Dialogic or any Dialogic Group and for a period of twelve (12) months thereaftercompany. (fc) In additionthe event of the breach by Executive of any of the provisions of this Section 10, Dialogic shall be entitled, in addition to all other available rights and remedies, to withhold any or all of the amounts agreed to be paid to the Executive agrees hereunder until such breach is cured. If, at the time of enforcement of this Section 10, a court shall hold that the duration or scope restrictions stated herein are unreasonable under circumstances then existing, the parties agree that the maximum duration or scope reasonable under such circumstances shall be substituted for the twelve (12) months following stated duration or scope and that the termination of his employment, Executive will not provide, in any capacity, Restricted Services court shall be allowed to any business located in revise the United States or Germany which provides services or products competitive with those sold or provided restrictions contained herein to cover the maximum period and scope permitted by any member of the Company Group during the twenty-four (24) months preceding the end of Executive’s employment with the Company. The term “Restricted Services” shall mean services similar to those which Executive provided any member of the Company Group during the twenty-four (24) months preceding Executive’s termination of employment, for whatever reason, and which would involve use or disclosure of the Company’s Confidential Informationlaw.

Non-Solicitation; Non-Competition. (a) In further consideration of the compensation to be paid to Executive hereunder, Executive acknowledges that in the course of his employment with the Company Group, he has and will continue to become familiar with the Company Group’s trade secrets and with other Confidential Information concerning the Company Group and that his services shall be of special, unique and extraordinary value to the Company Group. Therefore, Executive agrees that while an employee of the Company Group, Executive will not directly or indirectly compete against any member of the Company Group or directly or indirectly divert or attempt to divert any business from any member of the Company Group anywhere such company is doing business. (b) . Executive further agrees that for the twelve eighteen (1218) months following the termination of his employment, employment for any reason. (i) Executive will not, not directly or indirectly, indirectly solicit for the purpose of providing, any business involving or otherwise provide, similar to any existing or planned products or services competitive with the products or services offered marketed by (or planned to be offered by, assuming Executive was aware of those plans while employed by Company) the Company Group to from any customer of the Company Group with whom/which Executive had direct or indirect contact on behalf of the Company Group during the twenty-four (24) months preceding the end of Executive’s employment with the Company. (c) Executive agrees that for the twelve (12) months following the termination of his employment, Executive will not, directly or indirectly, solicit for the purpose of providing, or otherwise provide, any products or services competitive with the products or services offered by (or planned to be offered by, assuming Executive was aware of those plans while employed by Company) the Company Group to any customer of the Company Group about whom/which Executive acquired non-public information during the twenty-four (24) months preceding the end of Executive’s employment with the Company., for whatever reason; (dii) Executive agrees that for the twelve (12) months following the termination of his employment, Executive will not request or advise any customer, supplier, licensee, licensor, landlord or other business relation of the Company Group with whom/which Executive had contact on behalf of the Company Group during the twenty-four (24) months preceding the termination of Executive’s employment with the Company Company, for whatever reason, to withdraw, curtail or cancel its business dealings with such member of the Company Group.; and (eiii) Executive agrees that for the twelve (12) months following the termination of his employment, Executive will not directly or indirectly recruit recruit, solicit or solicit hire any employee of the Company Group for employment or encourage any employee of the Company Group to leave such member of the Company Group’s employ. An employee shall be deemed covered by this clause (eiii) while employed by the Company Group and for a period of twelve (12) months thereafter. (f) In addition, Executive agrees that for the twelve (12) months following the termination of his employment, Executive will not provide, in any capacity, Restricted Services to any business located in the United States or Germany which provides services or products competitive with those sold or provided by any member of the Company Group during the twenty-four (24) months preceding the end of Executive’s employment with the Company. The term “Restricted Services” shall mean services similar to those which Executive provided any member of the Company Group during the twenty-four (24) months preceding Executive’s termination of employment, for whatever reason, and which would involve use or disclosure of the Company’s Confidential Information.

Non-Solicitation; Non-Competition. (a) In further consideration a. Executive acknowledges and recognizes the highly competitive nature of the compensation to be paid to Executive hereunder, Executive acknowledges that in the course of his employment with the Company Group, he has and will continue to become familiar with the Company Group’s trade secrets and with other Confidential Information concerning the Company Group and that his services shall be of special, unique and extraordinary value to the Company Group. Therefore, Executive agrees that while an employee businesses of the Company Group, and its affiliates and accordingly agrees as follows: (1) While Executive will not directly or indirectly compete against any member of is employed by the Company Group or directly or indirectly divert or attempt to divert any business from any member of the Company Group anywhere such company is doing business. (b) Executive agrees that and for the twelve (12) six months following the termination of his employmentdate Executive ceases to be employed by the Company (the "Restricted Period"), Executive will shall not, whether on Executive's own behalf or on behalf of or in conjunction with any person, company, business entity or other organization whatsoever, directly or indirectly, solicit for the purpose of providing (i) solicit, or otherwise provideassist in soliciting, any products or services competitive with the products or services offered by (or planned to be offered by, assuming Executive was aware of those plans while employed by Company) the Company Group to any customer of the Company Group with whom/which Executive had contact on behalf of the Company Group during the twenty-four (24) months preceding the end of Executive’s employment in competition with the Company., the potential acquisition of refining assets in the United States; (cii) Executive agrees that for the twelve (12) months following the termination of his employment, Executive will not, directly or indirectly, solicit for the purpose of providing, or otherwise provide, any products or services competitive with the products or services offered by (or planned to be offered by, assuming Executive was aware of those plans while employed by Company) the Company Group to any customer of the Company Group about whom/which Executive acquired non-public information during the twenty-four (24) months preceding the end of Executive’s employment with the Company. (d) Executive agrees that for the twelve (12) months following the termination of his employment, Executive will not request or advise any customer, supplier, licensee, licensor, landlord or other business relation of the Company Group with whom/which Executive had contact on behalf of the Company Group during the twenty-four (24) months preceding the termination of Executive’s employment with the Company to withdraw, curtail or cancel its business dealings with such member of the Company Group. (e) Executive agrees that for the twelve (12) months following the termination of his employment, Executive will not directly or indirectly recruit or solicit any employee of the Company Group for employment or encourage any employee of the Company Group or its affiliates to leave such member the employment of the Company Group’s employ. An employee shall be deemed covered by this clause or its affiliates; (eiii) while hire any such person who was employed by the Company Group and for a period or its affiliates as of twelve the date of Executive's termination of employment with the Company or whose employment with the Company terminated within six months prior to the date of such hire (12other than any such person whose employment was terminated by the Company without cause); or (iv) months thereaftersolicit or encourage to cease to work with the Company or its affiliates any consultant then under contract with the Company or its affiliates. (f2) In additionWhile Executive is employed by the Company and, following termination of employment by the Company for Cause or by Executive without Good Reason, for the remainder of the Employment Term (without regard to Executive's termination of employment), Executive agrees that for shall not directly or indirectly: (i) engage in the twelve business of petroleum refining or oil product wholesaling in the United States; (12ii) months following engage in any other business in which the Company or its affiliates is engaged at the time of the termination of his Executive's employment, provided such other business is contributing more than 10% of the Company's consolidated annual revenues or net income at the time of the termination of Executive's employment (any of the businesses described in the preceding subparagraph (i) and this subparagraph (ii) being referred to as a "Competitive Business"); (iii) enter the employ of, or render any services to, any entity (or any division, affiliate, business unit or segment of any entity) which engages in a Competitive Business; provided that, notwithstanding the foregoing, it shall not be a breach of Section 9(a)(2) for Executive will not provide, in any capacity, Restricted Services to provide services to any division, affiliate, business located unit or segment of any entity so long as (x) such division, affiliate, business unit or segment does not itself engage in a Competitive Business and (y) Executive does not, directly or indirectly, provide services or advice to any division, affiliate, business unit or segment of the entity that does engage in a Competitive Business; (iv) acquire a financial interest in (other than a passive investment acquired through a hedge fund or similar vehicle), or otherwise become actively involved with, any Competitive Business, directly or indirectly, as an individual, partner, shareholder, officer, director, principal, agent, trustee or consultant; or (v) interfere with, or attempt to interfere with, business relationships (whether formed before, on or after the date of this Agreement) between the Company or any of its affiliates and their customers, clients or suppliers in connection with or on behalf of a Competitive Business. (3) Notwithstanding anything to the contrary in this Agreement, Executive may, directly or indirectly own, solely as an investment, securities of any person engaged in the United States or Germany which provides services or products competitive with those sold or provided by any member business of the Company Group during or its affiliates which are publicly traded on a national or regional stock exchange or on the twentyover-four the-counter market if Executive (24i) months preceding the end of Executive’s employment with the Company. The term “Restricted Services” shall mean services similar to those which Executive provided any is not a controlling person of, or a member of a group which controls, such person and (ii) does not, directly or indirectly, own 5% or more of any class of securities of such person. b. It is expressly understood and agreed that although Executive and the Company Group during consider the twenty-four (24) months preceding restrictions contained in this Section 9 to be reasonable, if a final judicial determination is made by a court of competent jurisdiction that the time or territory or any other restriction contained in this Agreement is an unenforceable restriction against Executive’s termination , the provisions of employmentthis Agreement shall not be rendered void but shall be deemed amended to apply as to such maximum time and territory and to such maximum extent as such court may judicially determine or indicate to be enforceable. Alternatively, for whatever reasonif any court of competent jurisdiction finds that any restriction contained in this Agreement is unenforceable, and which would involve use or disclosure such restriction cannot be amended so as to make it enforceable, such finding shall not affect the enforceability of any of the Company’s Confidential Informationother restrictions contained herein.

Non-Solicitation; Non-Competition. (a) In further consideration of the compensation to be paid to Executive hereunder, Executive acknowledges that in the course of his employment with the Company Group, he has and will continue to become familiar with the Company Group’s trade secrets and with other Confidential Information concerning the Company Group and that his services shall be of special, unique and extraordinary value to the Company Group. Therefore, Executive agrees that while an employee of the Company Group, Executive will not directly or indirectly compete against any member of the Company Group or directly or indirectly divert or attempt to divert any business from any member of the Company Group anywhere such company is doing business. (b) . Executive further agrees that for the twelve (12) months following the termination of his employment, employment for any reason (or the eighteen (18) months following the termination of his employment if the Change in Control severance benefits under paragraph 4(b) hereof are being paid): (i) Executive will not, not directly or indirectly, indirectly solicit for the purpose of providing, any business involving or otherwise provide, similar to any existing or planned products or services competitive with the products or services offered marketed by (or planned to be offered by, assuming Executive was aware of those plans while employed by Company) the Company Group to from any customer of the Company Group with whom/which Executive had direct or indirect contact on behalf of the Company Group during the twenty-four (24) months preceding the end of Executive’s employment with the Company. (c) Executive agrees that for the twelve (12) months following the termination of his employment, Executive will not, directly or indirectly, solicit for the purpose of providing, or otherwise provide, any products or services competitive with the products or services offered by (or planned to be offered by, assuming Executive was aware of those plans while employed by Company) the Company Group to any customer of the Company Group about whom/which Executive acquired non-public information during the twenty-four (24) months preceding the end of Executive’s employment with the Company., for whatever reason; (dii) Executive agrees that for the twelve (12) months following the termination of his employment, Executive will not request or advise any customer, supplier, licensee, licensor, landlord or other business relation of the Company Group with whom/which Executive had contact on behalf of the Company Group during the twenty-four (24) months preceding the termination of Executive’s employment with the Company Company, for whatever reason, to withdraw, curtail or cancel its business dealings with such member of the Company Group.; and (eiii) Executive agrees that for the twelve (12) months following the termination of his employment, Executive will not directly or indirectly recruit recruit, solicit or solicit hire any employee of the Company Group for employment or encourage any employee of the Company Group to leave such member of the Company Group’s employ. An employee shall be deemed covered by this clause (eiii) while employed by the Company Group and for a period of twelve (12) months thereafter. (f) . In addition, Executive agrees that for the twelve (12) months following the termination of Executive’s employment with the Company Group for any reason (or the eighteen (18) months following the termination of his employmentemployment if the Change in Control severance benefits under paragraph 4(b) hereof are being paid), Executive will not provide, in any capacity, Restricted Services to any business located in the United States or Germany which provides services or products competitive with those sold or provided by any member of the Company Group during the twenty-four (24) months preceding the end of Executive’s employment with the Company. The term “Restricted Services” shall mean services similar to those which Executive provided any member of the Company Group during the twenty-four (24) months preceding Executive’s termination of employment, for whatever reason, and which would involve use or disclosure of the Company’s Confidential Information.during

Non-Solicitation; Non-Competition. In order to protect the Company’s Confidential Information, business goodwill, customer and employee relationships, and other legitimate business interests, and in consideration of the Company’s promise to provide Executive with its Confidential Information and business goodwill, Executive agrees to the following Non-Solicitation and Non-Competition provisions: (a) In further consideration For a period of the compensation to be paid to Executive hereunder, Executive acknowledges that in the course of his employment with the Company Group, he has and will continue to become familiar with the Company Group’s trade secrets and with other Confidential Information concerning the Company Group and that his services shall be of special, unique and extraordinary value to the Company Group. Therefore, Executive agrees that while an employee of the Company Group, Executive will not directly or indirectly compete against any member of the Company Group or directly or indirectly divert or attempt to divert any business from any member of the Company Group anywhere such company is doing business. (b) Executive agrees that for the twelve (12) months following the termination of his employmentTermination Date, Executive will agrees that Executive shall not, directly or indirectly, solicit for the purpose of providing, individually or otherwise provide, any products or services competitive with the products or services offered by (or planned to be offered by, assuming Executive was aware of those plans while employed by Company) the Company Group to any customer of the Company Group with whom/which Executive had contact on behalf of the Company Group during the twenty-four (24) months preceding the end of Executive’s employment with the Company. (c) Executive agrees that for the twelve (12) months following the termination of his employmentany other person, Executive will notfirm, directly or indirectly, solicit for the purpose of providing, or otherwise provide, any products or services competitive with the products or services offered by (or planned to be offered by, assuming Executive was aware of those plans while employed by Company) the Company Group to any customer of the Company Group about whom/which Executive acquired non-public information during the twenty-four (24) months preceding the end of Executive’s employment with the Company. (d) Executive agrees that for the twelve (12) months following the termination of his employment, Executive will not request or advise any customer, supplier, licensee, licensor, landlord corporation or other business relation of the Company Group with whom/which Executive had contact on behalf of the Company Group during the twenty-four (24) months preceding the termination of Executive’s employment with the Company to withdrawentity, curtail solicit, aid or cancel its business dealings with such member of the Company Group. (e) Executive agrees that for the twelve (12) months following the termination of his employment, Executive will not directly or indirectly recruit or solicit induce any employee of the Company Group for employment or encourage any employee of the Company Group its subsidiaries or affiliates to leave such member of employment or to accept employment with or render services to or with any other person, firm, corporation or other entity unaffiliated with the Company Groupor take any action to materially assist or aid any other person, firm, corporation or other entity in identifying or soliciting any such employee. (b) Executive hereby covenants that during the period of Executive’s employ. An employee shall be deemed covered by this clause (e) while employed employment by the Company Group Company, and for a period of twelve (12) months thereafterfollowing a termination for any reason, Executive shall not, without the prior written consent of the Board, accept a position to perform duties similar to those performed by Executive while at the Company, directly or indirectly (whether as proprietor, stockholder, director, partner, employee, agent, independent contractor, consultant, trustee or in any other capacity), with respect to any property, drilling program, oil or gas leasehold, project or field, in which the Company participates, or has any investment or other business interest in, within five miles of the boundary of any existing Company leasehold in the United States in which the Company has conducted business at any time within the one-year period immediately preceding termination (a “Competing Enterprise”); provided, however, that Executive shall not be deemed to be participating or engaging in a Competing Enterprise solely by virtue of Executive’s ownership of not more than 4.9% of any class of stock or other securities which are publicly traded on a national securities exchange or in a recognized over-the-counter market. (c) Executive may not avoid the purpose and intent of Section 7 by engaging in conduct within the geographically limited area from a remote location through means such as telecommunications, written correspondence, computer-generated or assisted communications or other similar methods. (d) Executive has read and considered these restrictions (including the duration of the restrictions, the geographic scope, and the scope of activity restrained) and agrees that they are fair and reasonable in light of the Confidential Information and business goodwill Executive will receive and his employment and position with the Company, and further agrees that they are reasonably required for the protection of the legitimate business interests of the Company, its owners, officers, and employees. Executive further agrees that these restrictions will allow Executive to find suitable work that will not violate this Agreement during the twelve (12) month period following the Termination Date. (e) In the event that any provision of the Non-Competition provision shall be declared by a court of competent jurisdiction to exceed the maximum time period or restrictions such court deems reasonable and enforceable, the restrictions deemed reasonable and enforceable by the court shall become and thereafter be the maximum restrictions. (f) Executive acknowledges that a breach or threatened breach of these Confidentiality, Non-Solicitation, or Non-Competition provisions in Sections 6 and 7 will result in (or have a reasonable likelihood of resulting in) material irreparable injury to the Company for which there can be no adequate remedy at law; that it will not be possible to measure damages for such injuries precisely; and that, in the event of such a breach or threatened breach, the Company shall be entitled to obtain a temporary restraining order and a preliminary and/or permanent injunction restraining Executive from engaging in activities prohibited by this Agreement and/or granting such other relief as may be required to enforce the covenants contained herein, in addition to any other remedies available to the Company. In addition, Executive agrees that he will be responsible for the twelve (12) months following payment of any and all attorneys’ fees incurred by the termination of his employment, Executive will not provide, in Company if the Company files a legal proceeding to enforce any capacity, Restricted Services to any business located in the United States or Germany which provides services or products competitive with those sold or provided by any member all of the Company Group during the twenty-four (24) months preceding the end terms of Executive’s employment with the Company. The term “Restricted Services” shall mean services similar to those which Executive provided any member of the Company Group during the twenty-four (24) months preceding Executive’s termination of employment, for whatever reason, and which would involve use or disclosure of the Company’s Confidential Informationthis Agreement.

Non-Solicitation; Non-Competition. (a) In further farther consideration of the compensation to be paid to Executive hereunder, Executive acknowledges that in the course of his employment with the Company Group, he has and will continue to become familiar with the Company Dialogic Group’s trade secrets and with other Confidential Information confidential information concerning the Company Dialogic Group and that his services shall will be of special, unique and extraordinary value to the Company Dialogic Group. Therefore, Executive agrees that while an employee of that, during the Company Group, Employment Period and for twelve (12) months thereafter: (i) Executive will not directly or indirectly compete against solicit any business involving or similar to any existing or planned products or services marketed by any member of the Company Dialogic Group or directly or indirectly divert or attempt to divert any business from any member person or organization which was, to Executive’s knowledge, within two (2) years prior to his termination, a customer or a bona fide prospective customer of the Company any Dialogic Group anywhere such company is doing business.company; (bii) Executive agrees that for the twelve (12) months following the termination of his employment, Executive will not, directly or indirectly, solicit for the purpose of providing, or otherwise provide, any products or services competitive with the products or services offered by (or planned to be offered by, assuming Executive was aware of those plans while employed by Company) the Company Group to any customer of the Company Group with whom/which Executive had contact on behalf of the Company Group during the twenty-four (24) months preceding the end of Executive’s employment with the Company. (c) Executive agrees that for the twelve (12) months following the termination of his employment, Executive will not, directly or indirectly, solicit for the purpose of providing, or otherwise provide, any products or services competitive with the products or services offered by (or planned to be offered by, assuming Executive was aware of those plans while employed by Company) the Company Group to any customer of the Company Group about whom/which Executive acquired non-public information during the twenty-four (24) months preceding the end of Executive’s employment with the Company. (d) Executive agrees that for the twelve (12) months following the termination of his employment, Executive will not request or advise any customer, bona fide prospective customer, supplier, licensee, licensor, landlord or other business relation of the Company any Dialogic Group with whom/which Executive had contact on behalf of the Company Group during the twenty-four (24) months preceding the termination of Executive’s employment with the Company company to withdraw, curtail or cancel its business dealings with such member of the Company Group.Dialogic Group company; (eiii) Executive agrees that for the twelve (12) months following the termination of his employment, Executive will not directly or indirectly recruit recruit, or solicit any employee of the Company any Dialogic Group for employment company or encourage any employee of the Company any Dialogic Group company to leave such member of the Company GroupDialogic Group company’s employ. An employee shall be deemed covered by this clause (e) while employed by the Company Group and for a period of twelve (12) months thereafter.; and (fb) In additionEach party hereto agrees not to make, Executive agrees that or cause or assist any other person to make, any statement or communication (other than for the twelve (12purpose of enforcing this Agreement) months following the termination of his employment, Executive will not provide, in any capacity, Restricted Services to any third party which impugns or attacks, or is otherwise critical of, the reputation, business located in the United States or Germany which provides services character of, or products competitive with those sold is an untrue statement regarding Executive or provided by any member of the Company Group during Dialogic Group. (c) In the twenty-four (24) months preceding the end of Executive’s employment with the Company. The term “Restricted Services” shall mean services similar to those which Executive provided any member event of the Company Group during the twenty-four (24) months preceding Executive’s termination breach by Executive of employment, for whatever reason, and which would involve use or disclosure any of the Company’s Confidential Information.provisions of this Section 10, the Dialogic Group will be entitled, in addition to all other available rights and remedies, to withhold any or all of the amounts agreed to be paid to the Executive hereunder until such breach is cured. If, at the time of enforcement of this Section 10, a court will hold that the duration or scope restrictions stated herein are unreasonable under circumstances then existing, the parties agree that the maximum duration or scope reasonable under such circumstances will be substituted for the stated duration or scope and that the court will be allowed to revise the restrictions contained herein to cover the maximum period and scope permitted by law. Dialogic Corporation 0000 Xxxxxxxxx Xxxx 0xx Xxxxx Xxxxxxxx Xxxxxx Xxxxxx X0X 0X0

Non-Solicitation; Non-Competition. (a) In Executive acknowledges and agrees that the expertise and experience of Executive in the business of the Company is essential for the growth, success and stability of the Company. Executive further acknowledges and understands that the covenants set forth in this Section 5 are reasonable and necessary and part of the consideration provided to Executive by Athenex pursuant to the Acquisition. Therefore, in consideration of the compensation to be paid to Executive hereunder, Executive acknowledges that in the course of his employment with the Company Group, he has various covenants and will continue to become familiar with the Company Group’s trade secrets and with other Confidential Information concerning the Company Group and that his services shall be of special, unique and extraordinary value to the Company Group. Therefore, Executive agrees that while an employee obligations of the Company Grouppursuant to this Agreement and the other agreements described herein, as long as Executive receives the Base Salary, or if applicable, amounts paid during the Non-Compete Period and an appropriate severance appropriate for the industry standard, Executive will not shall not, directly or indirectly compete against any member of indirectly: a. during the Company Group or directly or indirectly divert or attempt employment relationship and up to divert any business from any member of the Company Group anywhere such company is doing business. six (b) Executive agrees that for the twelve (126) months following the termination of his employmentthe employment relationship, Executive will not, directly or indirectly, knowingly solicit for any Person in the purpose of providing, or otherwise provide, any products or services competitive with the products or services offered by (or planned to be offered by, assuming Executive was aware of those plans while employed by Company) the Company Group to any customer employment of the Company Group (other than via a general advertisement or other solicitation not addressed specifically to such Person) to: (y) terminate such employment, and/or (z) accept employment or enter into any consulting arrangements with whom/which Executive had any Person other than the Company; provided, however, this provision is not intended to and does not preclude Executive, on behalf of himself or another, from offering employment to or hiring any Person in the employment of the Company who initiates contact with Executive, inquires about employment or consulting opportunities, and/or otherwise responds to a general employment or similar notice issued on behalf of the Company Group during the twenty-four (24) months preceding the end of Executive’s employment with the Company. (c) Executive agrees that for the twelve (12) months following the termination of his employmentor another Person, Executive will notin each case, directly without any inducement from or indirectly, solicit for the purpose of providing, or otherwise provide, any products or services competitive with the products or services offered by (or planned to be offered by, assuming Executive was aware of those plans while employed by Company) the Company Group to any customer on behalf of the Company Group about whom/which Executive acquired non-public information during the twenty-four (24) months preceding the end of Executive’s employment . The prohibitions in this Section 5.a. include, but are not limited to using social media, such as Linkedln, Facebook, and/or Twitter, to directly communicate with the Company. (d) Executive agrees that for the twelve (12) months following the termination of his employmentany employee, Executive will not request or advise any customer, supplier, licensee, licensor, landlord Prospective Customer or other business relation of the Company Group with whom/which Executive had contact or any of its Affiliates, it being understood that any general update to Executive’s title or employer on behalf of the Company Group Executive’s profile on such social media shall not be considered such direct communication; b. during the twenty-four employment relationship and up to six (24) months preceding the termination of Executive’s employment with the Company to withdraw, curtail or cancel its business dealings with such member of the Company Group. (e) Executive agrees that for the twelve (126) months following the termination of his employmentthe employment relationship, Executive will not directly call on, solicit, accept business from, or indirectly recruit provide service to, or solicit sell to any employee supplier, licensee, licensor, customer, Prospective Customer, or other business relation of the Company Group for employment Company, or induce, encourage or cause any employee of such supplier, licensee, licensor, customer, Prospective Customer, or other business relation to reduce or terminate its business relationship with the Company Group to leave such member of the Company Group’s employ. An employee shall be deemed covered by this clause (e) while employed by the Company Group and for a period of twelve (12) months thereafter.Company; (fi) In additionExcept as provided in Section 5.c.iii. and subject to Section 5.c.ii. below, Executive agrees that for during the twelve employment relationship and one (12I) months year following the termination of the employment relationship (the “Non-Compete Period”), either for himself or for any other Person, own, manage, control, participate in, consult with, render services for, permit his employment, Executive will not provide, name to be used or in any capacity, Restricted Services to other manner or capacity engage in any business located in or enterprise which constitutes a Competitive Business within ninety (90) miles of the United States or Germany which provides services or products competitive with those sold or provided by any member principal office of the Company Group during as set forth in the twenty-four introduction to this Agreement (24) months preceding or as may be changed on the end of Executive’s employment with the Company. The term “Restricted Services” shall mean services similar to those which Executive provided any member records of the Company Group during pursuant to Section 8 hereof) (the twenty“Territory”). For purposes of this Agreement, the term “participate” includes any direct or indirect interest in any enterprise, whether as an officer, director, employee, partner, sole proprietor, agent, representative, independent contractor, consultant, executive, franchisor, franchisee, creditor, owner, member, shareholder or otherwise; provided, that the Competitive Business activities prohibited hereunder shall not include passive ownership of less than 5% of the stock of a privately-four held or publicly-held corporation. (24ii) months preceding Notwithstanding the provisions of Section 5.c.i. or any other provision in this Agreement to the contrary, in the event of (A) a termination of the employment relationship upon or after the expiration of the initial Term, (B) a termination of this Agreement pursuant to clause 4.a.ii. without Good Reason, or (C) a termination of this Agreement pursuant to clause 4.a.ii. for Good Reason or clause 4.a.iii. for any reason other than Cause at any point when the Non-Compete Period extends beyond the Severance Period, and only for such time period after the Severance Period, then the Company shall be deemed to have waived Executive’s termination compliance with the provisions of employment, for whatever reasonSection 5.c.i., and shall have no further obligations to the Executive other than those described in Sections 4.b.i., 4.b.ii., 4.d.i., and 4.f.i. unless the Company shall, at its sole option, provide Executive with written notice within ten (I 0) business days of the effective date of such termination that the Company has elected to enforce the provisions of Section 5.c.i following such termination, in which would involve use or disclosure case the Company shall continue pay to Executive (I) the full amount of the Base Salary, and (II) an amount equal to the Company’s Confidential Informationcontribution toward the healthcare insurance coverage which Executive and his family, if applicable, was or were receiving as of the date of termination, in each case in cash, payable at the same times and iri a materially similar manner as Company payroll for the entire Non-Compete Period. For the avoidance of doubt, the provisions of this Section 5.c.ii., and any waiver by the Company of the provisions of Section 5.c.i. pursuant hereto, shall in no way affect Executive’s obligations and covenants contained in Sections 5.a., 5.b. and 6. (iii) The provisions of Section 5.c.i and 5.c.ii shall be of no force and effect following a termination of employment relationship after a Change in Control.

Non-Solicitation; Non-Competition. (a) In further consideration of the compensation to be paid to Executive hereunder, Executive acknowledges that in the course of his her employment with the Company Group, he she has and will continue to become familiar with the Company Group’s trade secrets and with other Confidential Information concerning the Company Group and that his her services shall be of special, unique and extraordinary value to the Company Group. Therefore, Executive agrees that while an employee of the Company Group, Executive will not directly or indirectly compete against any member of the Company Group or directly or indirectly divert or attempt to divert any business from any member of the Company Group anywhere such company is doing business. (b) Executive agrees that for the twelve (12) months following the termination of his her employment, Executive will not, directly or indirectly, solicit for the purpose of providing, or otherwise provide, any products or services competitive with the products or services offered by (or planned to be offered by, assuming Executive was aware of those plans while employed by Company) the Company Group to any customer of the Company Group with whom/which Executive had contact on behalf of the Company Group during the twenty-four (24) months preceding the end of Executive’s employment with the Company. (c) Executive agrees that for the twelve (12) months following the termination of his her employment, Executive will not, directly or indirectly, solicit for the purpose of providing, or otherwise provide, any products or services competitive with the products or services offered by (or planned to be offered by, assuming Executive was aware of those plans while employed by Company) the Company Group to any customer of the Company Group about whom/which Executive acquired non-public information during the twenty-four (24) months preceding the end of Executive’s employment with the Company. (d) Executive agrees that for the twelve (12) months following the termination of his her employment, Executive will not request or advise any customer, supplier, licensee, licensor, landlord or other business relation of the Company Group with whom/which Executive had contact on behalf of the Company Group during the twenty-four (24) months preceding the termination of Executive’s employment with the Company to withdraw, curtail or cancel its business dealings with such member of the Company Group. (e) Executive agrees that for the twelve (12) months following the termination of his her employment, Executive will not directly or indirectly recruit or solicit any employee of the Company Group for employment or encourage any employee of the Company Group to leave such member of the Company Group’s employ. An employee shall be deemed covered by this clause (e) while employed by the Company Group and for a period of twelve (12) months thereafter. (f) In addition, Executive agrees that for the twelve (12) months following the termination of his her employment, Executive will not provide, in any capacity, Restricted Services to any business located in the United States or Germany which provides services or products competitive with those sold or provided by any member of the Company Group during the twenty-four (24) months preceding the end of Executive’s employment with the Company. The term “Restricted Services” shall mean services similar to those which Executive provided any member of the Company Group during the twenty-four (24) months preceding Executive’s termination of employment, for whatever reason, and which would involve use or disclosure of the Company’s Confidential Information.

Non-Solicitation; Non-Competition. (a) In further consideration For a period of the compensation to be paid to Executive hereunder, Executive acknowledges that two (2) years (in the course case of his all Company Continuing Employees having a title of Manager or more senior) or one (1) year (in the case of all other Company Continuing Employees) commencing on the Closing Date, Seller shall not, nor shall it permit its Affiliates to, directly or indirectly, hire or solicit for hire any Company Continuing Employee, except pursuant to a general solicitation (including through the use of recruiting or search firms) which is not directed specifically to any such Company Continuing Employees; provided, that nothing in this Section 6.14 shall prevent Seller or any of its Affiliates from hiring or soliciting for hire (i) any Company Continuing Employee whose employment with has been terminated by the Company Groupor Buyer, he or (ii) after ninety (90) days from the date of termination of employment, any Company Continuing Employee whose employment has and will continue to become familiar with the been terminated by such Company Group’s trade secrets and with other Confidential Information concerning the Company Group and that his services shall be of special, unique and extraordinary value to the Company Group. Therefore, Executive agrees that while an employee of the Company Group, Executive will not directly or indirectly compete against any member of the Company Group or directly or indirectly divert or attempt to divert any business from any member of the Company Group anywhere such company is doing businessContinuing Employee. (b) Executive agrees For a period of five (5) years commencing on the Closing Date (the “Restricted Period”), Seller shall not, nor shall it permit any of its Affiliates to, directly or indirectly (i) engage directly or indirectly in the Restricted Business in the Territory, or (ii) have an ownership interest in any Person that for engages in the twelve Restricted Business in the Territory in any capacity, including as a partner, shareholder or member. Notwithstanding the foregoing, Seller and any of its Affiliates may, directly or indirectly (12A) months following own securities of any Person traded on any national securities exchange if Seller or any of its Affiliates (as the termination case may be) is not a controlling Person of, or a member of his employmenta group which controls, Executive will such Person and does not, directly or indirectly, solicit for own 5% or more of any class of securities of such Person, (B) engage in the purpose provision of providingExcluded Services, and (C) engage in the Restricted Business to the extent Seller or any of its Affiliate(s) are deemed to engage in such activities by virtue of any business combination, including a merger, consolidation, acquisition of assets, lease, exchange, mortgage, pledge, transfer or other acquisition (in one transaction or a series of transactions) of any business in which the revenues of such acquired business from engaging in the Restricted Business do not exceed the lesser of (x) $5,000,000.00, or otherwise provide(y) 10% of such acquired business’ revenues in the latest financial statements made available to Seller or such Affiliate(s) at the date of such business combination. In the event Seller or any of its Affiliates acquires a business in which the revenues from engaging in the Restricted Business exceed the foregoing dollar or percentage revenue thresholds, any products Seller will (or services competitive will cause such Affiliate to), within 60 days from completion of the acquisition, offer to sell the Restricted Business to Buyer on substantially the same economic terms pursuant to which the Restricted Business was acquired, or if such amount is not reasonably determinable, for fair market value as reasonably determined by Seller. If Buyer declines to provide written notice of its intent to purchase such Restricted Business within 45 days of such offer, Seller will (or will cause its Affiliates to) use commercially reasonable efforts to minimize, divest or discontinue such Restricted Business, not later than six months following completion of the acquisition, in such a manner that complies with the products thresholds set forth in clauses (x) and (y), above; provided, however, that such obligation to minimize, divest or services offered by (or planned to be offered by, assuming Executive was aware of those plans while employed by Company) discontinue shall cease on the Company Group to any customer fifth anniversary of the Company Group with whom/which Executive had contact on behalf Closing Date. For the avoidance of doubt, nothing herein shall be construed to require Seller or any of its Affiliates to sell any portion of the Company Group during acquired business that does not constitute the twenty-four (24) months preceding the end of Executive’s employment with the CompanyRestricted Business. (c) Executive Seller agrees that a breach or threatened breach of this Section 6.14 could give rise to irreparable harm to Buyer, for which monetary damages might not be an adequate remedy, and hereby agrees that in the twelve (12) months following the termination event of his employmenta breach or a threatened breach by Seller of any such obligations, Executive will notBuyer shall, directly or indirectly, solicit for the purpose of providing, or otherwise provide, any products or services competitive with the products or services offered by (or planned to be offered by, assuming Executive was aware of those plans while employed by Company) the Company Group in addition to any customer and all other rights and remedies that may be available to it in respect of the Company Group about whom/which Executive acquired non-public information during the twenty-four such breach, be entitled to seek equitable relief, including a temporary restraining order, an injunction, specific performance and any other relief that may be available from a court of competent jurisdiction (24) months preceding the end of Executive’s employment with the Companywithout any requirement to post bond). (d) Executive agrees Seller acknowledges that for the twelve (12) months following restrictions contained in this Section 6.14 are reasonable and necessary to protect the termination legitimate interests of his employmentBuyer and constitute a material inducement to Buyer to enter into this Agreement and consummate the transactions contemplated by this Agreement. In the event that any covenant contained in this Section 6.14 should ever be adjudicated to exceed the time, Executive will not request geographic scope, product or advise any customerservice scope, supplier, licensee, licensor, landlord or other business relation of the Company Group with whom/which Executive had contact on behalf of the Company Group during the twenty-four (24) months preceding the termination of Executive’s employment with the Company limitations permitted by applicable Law in any jurisdiction, then any court is expressly empowered to withdrawreform such covenant, curtail or cancel its business dealings with and such member of the Company Group. (e) Executive agrees that for the twelve (12) months following the termination of his employment, Executive will not directly or indirectly recruit or solicit any employee of the Company Group for employment or encourage any employee of the Company Group to leave such member of the Company Group’s employ. An employee covenant shall be deemed covered by this clause (e) while employed by the Company Group and for a period of twelve (12) months thereafter. (f) In addition, Executive agrees that for the twelve (12) months following the termination of his employment, Executive will not providereformed, in any capacity, Restricted Services such jurisdiction to any business located in the United States or Germany which provides services or products competitive with those sold or provided maximum extent permitted by any member of the Company Group during the twenty-four (24) months preceding the end of Executive’s employment with the Companyapplicable Law. The term “Restricted Services” covenants contained in this Section 6.14 and each provision hereof are severable and distinct covenants and provisions. The invalidity or unenforceability of any such covenant or provision as written shall mean services similar to those which Executive provided any member of not invalidate or render unenforceable the Company Group during the twenty-four (24) months preceding Executive’s termination of employment, for whatever reasonremaining covenants or provisions hereof, and which would involve use any such invalidity or disclosure of the Company’s Confidential Informationunenforceability in any jurisdiction shall not invalidate or render unenforceable such covenant or provision in any other jurisdiction.

Non-Solicitation; Non-Competition. (a) In further consideration of the compensation to be paid to Executive hereunder, Executive acknowledges that in the course of his employment with the Company Group, he has and will continue to become familiar with the Company Group’s trade secrets and with other Confidential Information concerning the Company Group and that his services shall be of special, unique and extraordinary value to the Company Group. Therefore, Executive agrees that while an employee of the Company Group, Executive will not directly or indirectly compete against any member of the Company Group or directly or indirectly divert or attempt to divert any business from any member of the Company Group anywhere such company is doing business. (b) . Executive further agrees that for the twelve (12) months following the termination of his employment, employment for any reason (or the eighteen (18) months following the termination of his employment if the Change in Control severance benefits under paragraph 4(b) hereof are being paid): (i) Executive will not, not directly or indirectly, indirectly solicit for the purpose of providing, any business involving or otherwise provide, similar to any existing or planned products or services competitive with the products or services offered marketed by (or planned to be offered by, assuming Executive was aware of those plans while employed by Company) the Company Group to from any customer of the Company Group with whom/which Executive had direct or indirect contact on behalf of the Company Group during the twenty-four (24) months preceding the end of Executive’s employment with the Company. (c) Executive agrees that for the twelve (12) months following the termination of his employment, Executive will not, directly or indirectly, solicit for the purpose of providing, or otherwise provide, any products or services competitive with the products or services offered by (or planned to be offered by, assuming Executive was aware of those plans while employed by Company) the Company Group to any customer of the Company Group about whom/which Executive acquired non-public information during the twenty-four (24) months preceding the end of Executive’s employment with the Company., for whatever reason; (dii) Executive agrees that for the twelve (12) months following the termination of his employment, Executive will not request or advise any customer, supplier, licensee, licensor, landlord or other business relation of the Company Group with whom/which Executive had contact on behalf of the Company Group during the twenty-four (24) months preceding the termination of Executive’s employment with the Company Company, for whatever reason, to withdraw, curtail or cancel its business dealings with such member of the Company Group.; and (eiii) Executive agrees that for the twelve (12) months following the termination of his employment, Executive will not directly or indirectly recruit recruit, solicit or solicit hire any employee of the Company Group for employment or encourage any employee of the Company Group to leave such member of the Company Group’s employ. An employee shall be deemed covered by this clause (eiii) while employed by the Company Group and for a period of twelve (12) months thereafter. (f) . In addition, Executive agrees that for the twelve (12) months following the termination of his employment, Executive will not provide, in any capacity, Restricted Services to any business located in the United States or Germany which provides services or products competitive with those sold or provided by any member of the Company Group during the twenty-four (24) months preceding the end of Executive’s employment with the Company. The term “Restricted Services” shall mean services similar to those which Executive provided any member of the Company Group during for any reason (or the twenty-four eighteen (2418) months preceding Executive’s following the termination of employment, for whatever reason, and which would involve use or disclosure of his employment if the Company’s Confidential Information.Change in Control severance benefits under

Non-Solicitation; Non-Competition. (a) In further consideration of the compensation to be paid to Executive hereunder, Executive acknowledges that in the course of his employment with the Company Group, Dialogic he has and will continue to become familiar with Dialogic’s and the Company Dialogic Group’s trade secrets and with other Confidential Information confidential information concerning the Company Dialogic Group and that his services shall be of special, unique and extraordinary value to the Company Dialogic Group. Therefore, Executive agrees that while an employee of that, during the Company Group, Employment Period and for twelve (12) months thereafter: (i) Executive will not directly or indirectly compete against any member of the Company Group or directly or indirectly divert or attempt to divert solicit any business from involving or similar to any member of the Company Group anywhere such company is doing business. (b) Executive agrees that for the twelve (12) months following the termination of his employment, Executive will not, directly existing or indirectly, solicit for the purpose of providing, or otherwise provide, any planned products or services competitive with the products marketed by any Dialogic company from any person or services offered by organization which was, to Executive’s knowledge, within two (2) years prior to his termination, a customer or planned to be offered by, assuming Executive was aware of those plans while employed by Company) the Company Group to any a bona fide prospective customer of the Company any Dialogic Group with whom/which Executive had contact on behalf of the Company Group during the twenty-four (24) months preceding the end of Executive’s employment with the Company.company; (cii) Executive agrees that for the twelve (12) months following the termination of his employment, Executive will not, directly or indirectly, solicit for the purpose of providing, or otherwise provide, any products or services competitive with the products or services offered by (or planned to be offered by, assuming Executive was aware of those plans while employed by Company) the Company Group to any customer of the Company Group about whom/which Executive acquired non-public information during the twenty-four (24) months preceding the end of Executive’s employment with the Company. (d) Executive agrees that for the twelve (12) months following the termination of his employment, Executive will not request or advise any customer, bona fide prospective customer, supplier, licensee, licensor, landlord or other business relation of the Company any Dialogic Group with whom/which Executive had contact on behalf of the Company Group during the twenty-four (24) months preceding the termination of Executive’s employment with the Company company to withdraw, curtail or cancel its business dealings with such member of the Company Group.Dialogic Group company; (eiii) Executive agrees that for the twelve (12) months following the termination of his employment, Executive will not directly or indirectly recruit , or solicit any employee of the Company any Dialogic Group for employment company or encourage any employee of the Company any Dialogic Group company to leave such member of the Company GroupDialogic Group company’s employ. An employee shall be deemed covered by this clause (e) while employed by the Company Group and for a period of twelve (12) months thereafter. (fb) Each party hereto agrees not to make, or cause or assist any other person to make, any statement or communication (other than for the purpose of enforcing this Agreement) to any third party which impugns or attacks, or is otherwise critical of, the reputation, business or character of, or is an untrue statement regarding Executive, Dialogic or any Dialogic Group company. (c) In additionthe event of the breach by Executive of any of the provisions of this Section 10, Dialogic shall be entitled, in addition to all other available rights and remedies, to withhold any or all of the amounts agreed to be paid to the Executive agrees hereunder until such breach is cured. If, at the time of enforcement of this Section 10, a court shall hold that the duration or scope restrictions stated herein are unreasonable under circumstances then existing, the parties agree that the maximum duration or scope reasonable under such circumstances shall be substituted for the twelve (12) months following stated duration or scope and that the termination of his employment, Executive will not provide, in any capacity, Restricted Services court shall be allowed to any business located in revise the United States or Germany which provides services or products competitive with those sold or provided restrictions contained herein to cover the maximum period and scope permitted by any member of the Company Group during the twenty-four (24) months preceding the end of Executive’s employment with the Company. The term “Restricted Services” shall mean services similar to those which Executive provided any member of the Company Group during the twenty-four (24) months preceding Executive’s termination of employment, for whatever reason, and which would involve use or disclosure of the Company’s Confidential Informationlaw.

Non-Solicitation; Non-Competition. (a) In Executive acknowledges and agrees that the expertise and experience of Executive in the business of the Company is essential for the growth, success and stability of the Company. Executive further acknowledges and understands that the covenants set forth in this Section 5 are reasonable and necessary and part of the consideration provided to Executive by Athenex pursuant to the Acquisition. Therefore, in consideration of the compensation to be paid to Executive hereunder, Executive acknowledges that in the course of his employment with the Company Group, he has various covenants and will continue to become familiar with the Company Group’s trade secrets and with other Confidential Information concerning the Company Group and that his services shall be of special, unique and extraordinary value to the Company Group. Therefore, Executive agrees that while an employee obligations of the Company Grouppursuant to this Agreement and the other agreements described herein, as long as Executive receives the Base Salary, or if applicable, amounts paid during the Non-Compete Period, Executive will not directly or indirectly compete against any member of the Company Group or directly or indirectly divert or attempt to divert any business from any member of the Company Group anywhere such company is doing business. (b) Executive agrees that for the twelve (12) months following the termination of his employment, Executive will shall not, directly or indirectly: a. during the employment relationship and two (2) years following the termination of the employment relationship, knowingly solicit for any Person in the purpose of providing, or otherwise provide, any products or services competitive with the products or services offered by (or planned to be offered by, assuming Executive was aware of those plans while employed by Company) the Company Group to any customer employment of the Company Group (other than via a general advertisement or other solicitation not addressed specifically to such Person) to: (i) terminate such employment, and/or (ii) accept employment or enter into any consulting arrangements with whom/which Executive had any Person other than the Company; provided, however, this provision is not intended to and does not preclude Executive, on behalf of himself or another, from offering employment to or hiring any Person in the employment of the Company who initiates contact with Executive, inquires about employment or consulting opportunities, and/or otherwise responds to a general employment or similar notice issued on behalf of the Company Group during the twenty-four (24) months preceding the end of Executive’s employment with the Company. (c) Executive agrees that for the twelve (12) months following the termination of his employmentor another Person, Executive will notin each case, directly without any inducement from or indirectly, solicit for the purpose of providing, or otherwise provide, any products or services competitive with the products or services offered by (or planned to be offered by, assuming Executive was aware of those plans while employed by Company) the Company Group to any customer on behalf of the Company Group about whom/which Executive acquired non-public information during the twenty-four (24) months preceding the end of Executive’s employment . The prohibitions in this Section 5.a. include, but are not limited to using social media, such as LinkedIn, Facebook, and/or Twitter, to directly communicate with the Company. (d) Executive agrees that for the twelve (12) months following the termination of his employmentany employee, Executive will not request or advise any customer, supplier, licensee, licensor, landlord Prospective Customer or other business relation of the Company Group with whom/which Executive had contact or any of its Affiliates, it being understood that any general update to Executive’s title or employer on behalf of the Company Group Executive’s profile on such social media shall not be considered such direct communication; b. during the twenty-four employment relationship and two (242) months preceding the termination of Executive’s employment with the Company to withdraw, curtail or cancel its business dealings with such member of the Company Group. (e) Executive agrees that for the twelve (12) months years following the termination of his employmentthe employment relationship, Executive will not directly call on, solicit, accept business from, or indirectly recruit provide service to, or solicit sell to any employee supplier, licensee, licensor, customer, Prospective Customer, or other business relation of the Company Group for employment Company, or induce, encourage or cause any employee of such supplier, licensee, licensor, customer, Prospective Customer, or other business relation to reduce or terminate its business relationship with the Company Group to leave such member of the Company Group’s employ. An employee shall be deemed covered by this clause (e) while employed by the Company Group and for a period of twelve (12) months thereafter.Company; (fi) In additionExcept as provided in Section 5.c.iii. and subject to Section 5.c.ii. below, Executive agrees that for during the twelve employment relationship and one (121) months year following the termination of the employment relationship (the “Non-Compete Period”), either for himself or for any other Person, own, manage, control, participate in, consult with, render services for, permit his employment, Executive will not provide, name to be used or in any capacity, Restricted Services to other manner or capacity engage in any business located in or enterprise which constitutes a Competitive Business within ninety (90) miles of the United States or Germany which provides services or products competitive with those sold or provided by any member principal office of the Company Group during as set forth in the twenty-four introduction to this Agreement (24) months preceding or as may be changed on the end of Executive’s employment with the Company. The term “Restricted Services” shall mean services similar to those which Executive provided any member records of the Company Group during pursuant to Section 8 hereof) (the twenty“Territory”). For purposes of this Agreement, the term “participate” includes any direct or indirect interest in any enterprise, whether as an officer, director, employee, partner, sole proprietor, agent, representative, independent contractor, consultant, executive, franchisor, franchisee, creditor, owner, member, shareholder or otherwise; provided, that the Competitive Business activities prohibited hereunder shall not include passive ownership of less than 5% of the stock of a privately-four held or publicly-held corporation. (24ii) months preceding Notwithstanding the provisions of Section 5.c.i. or any other provision in this Agreement to the contrary, in the event of (A) a termination of the employment relationship upon or after the expiration of the initial Term, (B) a termination of this Agreement pursuant to clause 4.a.ii. without Good Reason, or (C) a termination of this Agreement pursuant to clause 4.a.ii. for Good Reason or clause 4.a.iii. for any reason other than Cause at any point when the Non-Compete Period extends beyond the Severance Period, and only for such time period after the Severance Period, then the Company shall be deemed to have waived Executive’s termination compliance with the provisions of employment, for whatever reasonSection 5.c.i., and shall have no further obligations to the Executive other than those described in Sections 4.b.i., 4.b.ii., 4.d.i., and 4.f.i. unless the Company shall, at its sole option, provide Executive with written notice within ten (10) business days of the effective date of such termination that the Company has elected to enforce the provisions of Section 5.c.i following such termination, in which would involve use or disclosure case the Company shall continue pay to Executive (I) the full amount of the Base Salary, and (II) an amount equal to the Company’s Confidential Informationcontribution toward the healthcare insurance coverage which Executive and his family, if applicable, was or were receiving as of the date of termination, in each case in cash, payable at the same times and in a materially similar manner as Company payroll for the entire Non-Compete Period. For the avoidance of doubt, the provisions of this Section 5.c.ii., and any waiver by the Company of the provisions of Section 5.c.i. pursuant hereto, shall in no way affect Executive’s obligations and covenants contained in Sections 5.a., 5.b. and 6. (iii) The provisions of Section 5.c.i and 5.c.ii shall be of no force and effect following a termination of employment relationship after a Change in Control.

Non-Solicitation; Non-Competition. (a) In Executive acknowledges and agrees that the expertise and experience of Executive in the business of the Company is essential for the growth, success and stability of the Company. Executive further acknowledges and understands that the covenants set forth in this Section 5 are reasonable and necessary and part of the consideration provided to Executive by Athenex pursuant to the Acquisition. Therefore, in consideration of the compensation to be paid to Executive hereunder, Executive acknowledges that in the course of his employment with the Company Group, he has various covenants and will continue to become familiar with the Company Group’s trade secrets and with other Confidential Information concerning the Company Group and that his services shall be of special, unique and extraordinary value to the Company Group. Therefore, Executive agrees that while an employee obligations of the Company Grouppursuant to this Agreement and the other agreements described herein, as long as Executive receives the Base Salary, or if applicable, amounts paid during the Non-Compete Period, Executive will not directly or indirectly compete against any member of the Company Group or directly or indirectly divert or attempt to divert any business from any member of the Company Group anywhere such company is doing business. (b) Executive agrees that for the twelve (12) months following the termination of his employment, Executive will shall not, directly or indirectly: a. during the employment relationship and two (2) years following the termination of the employment relationship, knowingly solicit for any Person in the purpose of providing, or otherwise provide, any products or services competitive with the products or services offered by (or planned to be offered by, assuming Executive was aware of those plans while employed by Company) the Company Group to any customer employment of the Company Group (other than via a general advertisement or other solicitation not addressed specifically to such Person) to: (i) terminate such employment, and/or (ii) accept employment or enter into any consulting arrangements with whom/which Executive had any Person other than the Company; provided, however, this provision is not intended to and does not preclude Executive, on behalf of himself or another, from offering employment to or hiring any Person in the employment of the Company who initiates contact with Executive, inquires about employment or consulting opportunities, and/or otherwise responds to a general employment or similar notice issued on behalf of the Company Group during the twenty-four (24) months preceding the end of Executive’s employment with the Company. (c) Executive agrees that for the twelve (12) months following the termination of his employmentor another Person, Executive will notin each case, directly without any inducement from or indirectly, solicit for the purpose of providing, or otherwise provide, any products or services competitive with the products or services offered by (or planned to be offered by, assuming Executive was aware of those plans while employed by Company) the Company Group to any customer on behalf of the Company Group about whom/which Executive acquired non-public information during the twenty-four (24) months preceding the end of Executive’s employment . The prohibitions in this Section 5.a. include, but are not limited to using social media, such as Linkedln, Facebook, and/or Twitter, to directly communicate with the Company. (d) Executive agrees that for the twelve (12) months following the termination of his employmentany employee, Executive will not request or advise any customer, supplier, licensee, licensor, landlord Prospective Customer or other business relation of the Company Group with whom/which Executive had contact or any of its Affiliates, it being understood that any general update to Executive’s title or employer on behalf of the Company Group Executive’s profile on such social media shall not be considered such direct communication; b. during the twenty-four employment relationship and two (242) months preceding the termination of Executive’s employment with the Company to withdraw, curtail or cancel its business dealings with such member of the Company Group. (e) Executive agrees that for the twelve (12) months years following the termination of his employmentthe employment relationship, Executive will not directly call on, solicit, accept business from, or indirectly recruit provide service to, or solicit sell to any employee supplier, licensee, licensor, customer, Prospective Customer, or other business relation of the Company Group for employment Company, or induce, encourage or cause any employee of such supplier, licensee, licensor, customer, Prospective Customer, or other business relation to reduce or terminate its business relationship with the Company Group to leave such member of the Company Group’s employ. An employee shall be deemed covered by this clause (e) while employed by the Company Group and for a period of twelve (12) months thereafter.Company; (fi) In additionExcept as provided in Section 5.c.iii. and subject to Section 5.c.ii. below, Executive agrees that for during the twelve employment relationship and one (121) months year following the termination of the employment relationship (the “Non-Compete Period”), either for himself or for any other Person, own, manage, control, participate in, consult with, render services for, permit his employment, Executive will not provide, name to be used or in any capacity, Restricted Services to other manner or capacity engage in any business located in or enterprise which constitutes a Competitive Business within ninety (90) miles of the United States or Germany which provides services or products competitive with those sold or provided by any member principal office of the Company Group during as set forth in the twenty-four introduction to this Agreement (24) months preceding or as may be changed on the end of Executive’s employment with the Company. The term “Restricted Services” shall mean services similar to those which Executive provided any member records of the Company Group during pursuant to Section 8 hereof) (the twenty“Territory”). For purposes of this Agreement, the term “participate” includes any direct or indirect interest in any enterprise, whether as an officer, director, employee, partner, sole proprietor, agent, representative, independent contractor, consultant, executive, franchisor, franchisee, creditor, owner, member, shareholder or otherwise; provided, that the Competitive Business activities prohibited hereunder shall not include passive ownership of less than 5% of the stock of a privately-four held or publicly-held corporation. (24ii) months preceding Notwithstanding the provisions of Section 5.c.i. or any other provision in this Agreement to the contrary, in the event of (A) a termination of the employment relationship upon or after the expiration of the initial Term, (B) a termination of this Agreement pursuant to clause 4.a.ii. without Good Reason, or (C) a termination of this Agreement pursuant to clause 4.a.ii. for Good Reason or clause 4.a.iii. for any reason other than Cause at any point when the Non-Compete Period extends beyond the Severance Period, and only for such time period after the Severance Period, then the Company shall be deemed to have waived Executive’s termination compliance with the provisions of employment, for whatever reasonSection 5.c.i., and shall have no further obligations to the Executive other than those described in Sections 4.b.i., 4.b.ii., 4.d.i., and 4.f.i. unless the Company shall, at its sole option, provide Executive with written notice within ten (10) business days of the effective date of such termination that the Company has elected to enforce the provisions of Section 5.c.i following such termination, in which would involve use or disclosure case the Company shall continue pay to Executive (I) the full amount of the Base Salary, and (II) an amount equal to the Company’s Confidential Informationcontribution toward the healthcare insurance coverage which Executive and his family, if applicable, was or were receiving as of the date of termination, in each case in cash, payable at the same times and in a materially similar manner as Company payroll for the entire Non-Compete Period. For the avoidance of doubt, the provisions of this Section 5.c.ii., and any waiver by the Company of the provisions of Section 5.c.i. pursuant hereto, shall in no way affect Executive’s obligations and covenants contained in Sections 5.a., 5.b. and 6. (iii) The provisions of Section 5.c.i and 5.c.ii shall be of no force and effect following a termination of employment relationship after a Change in Control.

Non-Solicitation; Non-Competition. A. During the Period of Restriction (a) In further consideration as such term is defined below), Executive agrees to refrain, directly or indirectly, from accepting business from, doing business with, inducing or soliciting any Customer or Vendor of the compensation Company to be paid do business with Executive in competition with any business in which the Company or any entity related to Executive hereunderthe Company is engaged, except on behalf of the Company or as authorized in writing by the Company; B. For the purpose of subsection (i)(A), the term “Customers” shall include any person who is or was a customer of the Company or any of its Related Entities at any time during the Period of Restriction, and the term “Vendors” shall include those enterprises or services who have provided any services to the Company or any Related Entities during the last six (6) months of Executive’s employment under this Agreement. (ii) During the Period of Restriction (as such term is defined below), Executive acknowledges may not engage in activities, render services or affiliate himself, in any capacity (except save by way of portfolio investment in shares quoted on a recognized stock exchange whereby Executive owns less than 1% of the outstanding stock of such entity), with any entity that in provides services that are competitive with those rendered by the course Company or any Related Entity within the metropolitan areas of his New York City, London, Sydney, Singapore, Hong Kong and/or any other region or geographic financial center within which Executive has rendered services during this employment tenure with the Company. (iii) For purposes of this Agreement, the term “Period of Restriction” shall mean the term of the Executive’s employment with the Company Group, he has and will continue pursuant to become familiar with the Company Group’s trade secrets and with other Confidential Information concerning the Company Group and that his services shall be Section 2(a) of special, unique and extraordinary value to the Company Group. Therefore, Executive agrees that while an employee of the Company Group, Executive will not directly or indirectly compete against any member of the Company Group or directly or indirectly divert or attempt to divert any business from any member of the Company Group anywhere such company is doing business. (b) Executive agrees that for this Agreement plus the twelve (12) months immediately following the termination of his the Executive’s employment; provided that for purposes of paragraph 5(d)(ii) only, Executive will not, directly or indirectly, solicit for the purpose of providing, or otherwise provide, any products or services competitive with the products or services offered by (or planned to be offered by, assuming Executive was aware of those plans while employed by Company) the Company Group to any customer post­employment portion of the Company Group with whom/which Executive had contact on behalf Period of the Company Group during the twenty-four Restriction shall be nine (249) months preceding the end of Executive’s employment with the Company. (c) Executive agrees that for the months, rather than twelve (12) months following the termination of his employmentmonths; and provided, Executive will notfurther, directly or indirectly, solicit for the purpose of providing, or otherwise provide, any products or services competitive with the products or services offered by (or planned to be offered by, assuming Executive was aware of those plans while employed by Company) the Company Group to any customer of the Company Group about whom/which Executive acquired non-public information during the twenty-four (24) months preceding the end of Executive’s employment with the Company. (d) Executive agrees that for purposes of Section 5(d) (but not Section 5(c)), the twelve (12Period of Restriction will be reduced pursuant to Section 2(b) months following above by that number of weeks, if any, that the termination of his employment, Executive will not request or advise any customer, supplier, licensee, licensor, landlord or other business relation of the Company Group with whom/which Executive had contact on behalf of the Company Group during the twenty-four (24) months preceding the termination of Executive’s employment with the Company to withdraw, curtail or cancel its business dealings with such member of the Company Group. (e) Executive agrees that for the twelve (12) months following the termination of his employment, Executive will not directly or indirectly recruit or solicit any employee of the Company Group for employment or encourage any employee of the Company Group to leave such member of the Company Group’s employ. An employee shall be deemed covered by this clause (e) while remains employed by the Company Group and for a period of twelve (12) months thereafter. (f) In addition, Executive agrees that for the twelve (12) months following the termination of his employment, Executive will not provide, in any capacity, Restricted Services but is required to any business located in the United States or Germany which provides services or products competitive with those sold or provided by any member of the Company Group remain away from work during the twenty-four (24) months preceding the end of Executive’s employment with the Company. The term “Restricted Services” shall mean services similar to those which Executive provided any member of the Company Group during the twenty-four (24) months preceding Executive’s termination of employment, for whatever reason, and which would involve use or disclosure of the Company’s Confidential InformationNotice Period.

Non-Solicitation; Non-Competition. (a) In further consideration For a period of the compensation to be paid to Executive hereunder, Executive acknowledges that in the course of his employment with the Company Group, he has and will continue to become familiar with the Company Group’s trade secrets and with other Confidential Information concerning the Company Group and that his services shall be of special, unique and extraordinary value to the Company Group. Therefore, Executive agrees that while an employee of the Company Group, Executive will not directly or indirectly compete against any member of the Company Group or directly or indirectly divert or attempt to divert any business from any member of the Company Group anywhere such company is doing business. eighteen (b) Executive agrees that for the twelve (1218) months following from the termination Closing Date, none of his employmentParent, Executive will notits Subsidiaries nor any of their officers, directors or employees shall, directly or indirectly, solicit for employment (whether as an employee, consultant or otherwise) any officer or other member of senior management who was an employee of a Transferred Company or any Subsidiary of a Transferred Company immediately prior to the purpose Closing or other management-level Business Employee, or engage in discussions with any such individual with respect to the possible employment of the executives of Xxxxxxxx Sundstrand Industrial, the presidents of Sullair Corporation, Sundyne Corporation and Xxxxxx Xxx Company and their respective direct reports by any member of the Parent Group; provided that Parent, its Subsidiaries and their officers, directors and employees shall not be precluded from soliciting, or taking any other action with respect to, (1) any such Person who has been terminated by Purchaser or its Affiliates (including a Transferred Company or any Subsidiary thereof) prior to commencement of employment discussions between Parent, its Subsidiaries or any of their officers, directors or employees and such Person, or (2) any such Person, other than executives of Xxxxxxxx Sundstrand Industrial, the presidents of Sullair Corporation, Sundyne Corporation and Xxxxxx Xxx Company and their respective direct reports, who (x) responds to general or public solicitation not targeted at employees of Purchaser or any of its Affiliates, including the Transferred Companies and their respective Subsidiaries (including by a bona fide search firm) or (y) initiates discussions regarding such employment without any solicitation by Parent, its Subsidiaries or any of their officers, directors or employees in violation of this Agreement; provided, further, that Parent and its Subsidiaries shall not be restricted from engaging in general or public solicitations or advertising not targeted at any such Persons described above. (b) For a period of five (5) years from the Closing Date, each Restricted Party shall not, either directly or indirectly as a stockholder, investor, member, partner or otherwise, own, manage, operate or engage in a Competitive Business in the Territory. Notwithstanding the foregoing: (i) the purchase or resulting ownership and operation by a Restricted Party of a Person that derives less than $25,000,000 in annual revenues from Competitive Businesses, measured for the fiscal year ended immediately prior to the date of such purchaser, shall not constitute a breach of this Section 5.15; (ii) the purchase or resulting ownership and operation by a Restricted Party of a Person that derives more than $25,000,000 in annual revenues from Competitive Businesses (calculated as described in (i) above) but less than fifteen percent (15%) of its total annual revenues from Competitive Businesses, measured for the fiscal year ended immediately prior to the date of such purchase, shall not constitute a breach of this Section 5.15(b); provided, however, that, in the case of clauses (i) (for so long as such acquired Person derives less than $25,000,000 in annual revenues from the Competitive Business) and (ii), Parent shall not, and shall cause each member of the Parent Group not to, permit application of know-how in the possession of or available to the Parent Group unique to impellers, inducers and/or diffusers (or combinations thereof) or high-speed gear boxes to flow control products designed, manufactured or sold by any such acquired Person engaged in a Competitive Business; (iii) a Restricted Party may acquire a Person or business that derives (x) $25,000,000 or more in annual revenues from a Competitive Business, or (y) fifteen percent (15%) or more of its total annual revenues from a Competitive Business, as long as that Restricted Party shall commit to, and shall, divest to an unaffiliated third party the Competitive Business as soon as reasonably practicable, and in any event not later than one (1) year, following the acquisition of such Person or business (provided, however, that such one (1)-year period shall be extended to the date on which all approvals from a Governmental Entity required to complete the divestiture are received (to no later than the third anniversary following the acquisition of such Person or business) if such approvals are not received by the first anniversary following the acquisition of such Person or business); (iv) subject to clause (vii) below, nothing in this Section 5.15(b) shall be construed to prohibit the Restricted Parties from providing, or otherwise restrict or limit the right of the Restricted Parties to provide, any products or services of a nature provided by the Restricted Parties (other than Transferred Companies and their respective Subsidiaries) as of the date of this Agreement, and reasonable extensions thereof that are not intended to materially and adversely affect market share of the Business for competitive product sales with current and historical customers of the products or services offered by Business; (or planned to be offered by, assuming Executive was aware of those plans while employed by Companyv) the Company Group Restricted Parties may, directly or indirectly, hold publicly traded interests in or securities of any Person engaged in a Competitive Business to any customer of the Company Group with whom/which Executive had contact on behalf of the Company Group during the twenty-four (24) months preceding the end of Executive’s employment with the Company. (c) Executive agrees extent that for the twelve (12) months following the termination of his employment, Executive will such investment does not, directly or indirectly, solicit for confer on the purpose Restricted Parties more than five percent (5%) of providing, or otherwise provide, any products or services competitive with the products or services offered by voting power of such Person; and (or planned to be offered by, assuming Executive was aware of those plans while employed by Companyvi) the Company Group parties have agreed to any customer the matters set forth in Section 5.15(b)(vi) of the Company Group about whom/which Executive acquired non-public information during the twenty-four (24) months preceding the end of Executive’s employment with the CompanySeller Disclosure Schedule. (dc) Executive agrees that for For the twelve (12) months following the termination purposes of his employmentthis Agreement, Executive will not request or advise any customer, supplier, licensee, licensor, landlord or other business relation of the Company Group with whom/which Executive had contact on behalf of the Company Group during the twenty-four (24) months preceding the termination of Executive’s employment with the Company to withdraw, curtail or cancel its business dealings with such member of the Company Group. (e) Executive agrees that for the twelve (12) months following the termination of his employment, Executive will not directly or indirectly recruit or solicit any employee of the Company Group for employment or encourage any employee of the Company Group to leave such member of the Company Group’s employ. An employee shall be deemed covered by this clause (e) while employed by the Company Group and for a period of twelve (12) months thereafter. (f) In addition, Executive agrees that for the twelve (12) months following the termination of his employment, Executive will not provide, in any capacity, Restricted Services to any business located in the United States or Germany which provides services or products competitive with those sold or provided by any member of the Company Group during the twenty-four (24) months preceding the end of Executive’s employment with the Company. The term “Restricted ServicesParty” shall mean services similar to those which Executive provided (i) Parent and (ii) each Subsidiary of Parent for the period that such Subsidiary is such (including Persons that become a Subsidiary of Parent after the date hereof). For the purposes of this Agreement, “Competitive Business” shall mean the business (including any member Person that engages in the business), as conducted during the periods reflected in the Financial Statements, of the Company Group during the twenty-four (24) months preceding Executive’s termination of employmentdesign, for whatever reasonmanufacture and sale of, and which would involve use the provision of aftermarket support for, (x) (1) centrifugal process pumps, magnetically driven centrifugal sealless pumps, high speed centrifugal gas compressors and (2) metering pumps, direct proportional pumps, power pumps, high pressure pumps, valves and boosters, diaphragm gas compressors, mixers and gas odorization equipment, condensate pumps and ice machine pumps, (y) stationary and portable air compressors, including (1) (A) rotary screw stationary and portable air compressors and oil-free rotary screw compressors, (B) rotary screw blowers, and (C) rotary screw vacuum pumps, and in each case of (A), (B) and (C), the associated equipment (including downstream dryers and filters, air auditing equipment, flow controllers, oil separation equipment and water separation equipment), (2) pneumatic constructions tools and (3) centrifugal air compressors, or disclosure (z) the other products designed, manufactured or sold by the Transferred Companies and their respective Subsidiaries, and “Territory” shall mean anywhere in the world. For the avoidance of doubt, “Competitive Business” shall not include the Company’s Confidential InformationeMe Business.

Non-Solicitation; Non-Competition. (a) In further consideration From the Closing Date until the date that is two (2) years after the Closing Date, Seller shall not, and shall cause all other Restricted Parties not to, directly or indirectly, (i) hire or solicit for employment any Business Employee at the level of Senior Director and above or (ii) knowingly induce or encourage any Business Employee at the compensation level of Senior Director and above to no longer be paid employed by a Vantive Group Entity; provided, however, that nothing in this Section 4.11 shall prohibit Seller or any Restricted Parties from (A) engaging in general solicitations to Executive hereunderthe public or general advertising not specifically targeted at Business Employees at the level of Senior Director and above, Executive acknowledges (B) using a search firm, employment agency or other similar entity, provided that in such entity has not been authorized by Seller or a Restricted Party to specifically solicit Business Employees at the course level of his Senior Director and above or (C) hiring or soliciting any Business Employees at the level of Senior Director and above (1) whose employment has been terminated by a Vantive Group Entity following the Closing with or without cause (but only after at least ninety (90) days have passed since the date of termination of employment), (2) as a result of activities permitted by the foregoing clauses (A) and (B), where prohibiting such employment is not permitted by applicable Law or (3) who has contacted Seller or a Restricted Party seeking employment with such Seller or a Restricted Party on his or her own initiative without any direct or indirect solicitation by or on behalf of Seller or a Restricted Party (but only after at least one hundred eighty (180) days have passed since the Company Group, he has and will continue to become familiar with the Company Group’s trade secrets and with other Confidential Information concerning the Company Group and that his services shall be date of special, unique and extraordinary value to the Company Group. Therefore, Executive agrees that while an employee termination of the Company Group, Executive will not directly or indirectly compete against any member of the Company Group or directly or indirectly divert or attempt to divert any business from any member of the Company Group anywhere such company is doing businessemployment). (b) Executive agrees From the Closing Date until the date that for is three (3) years after the Closing Date, Seller shall not, and shall cause all other Restricted Parties not to, directly or indirectly, (i) invest in, acquire, own, manage, control, operate or otherwise engage in an enterprise that competes with the Business (a “Competitive Business”) in any jurisdiction in which the Business actively engaged during the twelve (12) months following preceding the termination of his employmentClosing Date (including through sales to its direct customers), Executive will not, directly or indirectly, solicit enter into any business arrangement with or otherwise partner with any third party for the primary purpose of providing, or otherwise provide, engaging in a Competitive Business in any products or services competitive with jurisdiction in which the products or services offered by (or planned to be offered by, assuming Executive Business was aware of those plans while employed by Company) the Company Group to any customer of the Company Group with whom/which Executive had contact on behalf of the Company Group actively engaged during the twenty-four (24) months preceding the end of Executive’s employment with the Company. (c) Executive agrees that for the twelve (12) months following preceding the termination of his employmentClosing Date or (ii) intentionally engage or solicit, Executive will notor intentionally attempt to engage or solicit, any vendor or supplier to, or customer of, the Vantive Group Entities or the Business (or any Person who was a supplier or vendor to, or customer of, the Vantive Group Entities or the Business within the one (1)-year period prior to the Closing Date) to terminate or alter in a manner adverse to the Vantive Group Entities or the Business such vendor’s or supplier’s or customer’s relationship with the Vantive Group Entities or the Business; provided, that this Section 4.11(b) shall not prohibit Seller or any other Restricted Party from, directly or indirectly: (i) passively investing in or owning securities of any Person engaged in a Competitive Business representing less than 5% of any class of securities of such Person (provided, solicit that no Restricted Party is represented on such Person’s board of directors or equivalent body, exercises management functions with respect to or otherwise controls such Person); (ii) acquiring or investing in, and after such acquisition or investment, continuing to own and operate, any Person engaged in a Competitive Business if (A) such operations account for less than 20% of such Person’s consolidated revenues for the purpose fiscal quarter ended immediately prior to such acquisition or investment and (B) such Restricted Party, within one year after the consummation of providingsuch acquisition, discontinues, or enters into a definitive agreement to cause the divestiture of, a sufficient portion of such operations of such Person such that the restrictions set forth in this Section 4.11 would not operate to restrict such ownership; or (iii) investing in, acquiring, owning, managing, controlling, operating or otherwise provideengaging in the Retained Business (including any business that was operated as part of the Business prior to the Closing). (c) The covenants set forth in this Section 4.11 are severable and separate, and the unenforceability of any products specific covenant shall not affect the provisions of any other covenant or services competitive with provision of this Agreement. If any provision of this Section 4.11 or the products application thereof becomes or services offered is declared by (or planned a Governmental Entity of competent jurisdiction to be offered byillegal, assuming Executive was aware void or unenforceable, the remainder of those plans while employed by Company) this Agreement will continue in full force and effect and the Company Group application of such provision to any customer other Persons or circumstances will be interpreted so as reasonably to effect the intent of the Company Group about whom/which Executive acquired non-public information during Parties hereto to the twenty-four (24) months preceding maximum extent permissible. The Parties further agree to replace such void or unenforceable provision of this Section 4.11 with a valid and enforceable provision that will achieve, to the end extent possible, the economic, business and other purposes of Executive’s employment with the Companysuch void or unenforceable provision. (d) Executive agrees that The provisions of this Section 4.11 are intended to be for the twelve (12) months following benefit of, and from and after the termination of his employment, Executive will not request or advise any customer, supplier, licensee, licensor, landlord or other business relation of the Company Group with whom/which Executive had contact on behalf of the Company Group during the twenty-four (24) months preceding the termination of Executive’s employment with the Company to withdraw, curtail or cancel its business dealings with such member of the Company Group. (e) Executive agrees that for the twelve (12) months following the termination of his employment, Executive will not directly or indirectly recruit or solicit any employee of the Company Group for employment or encourage any employee of the Company Group to leave such member of the Company Group’s employ. An employee Closing shall be deemed covered by enforceable by, the Vantive Group Entities, who are intended third-party beneficiaries of this clause (e) while employed by the Company Group and for a period of twelve (12) months thereafterSection 4.11. (f) In addition, Executive agrees that for the twelve (12) months following the termination of his employment, Executive will not provide, in any capacity, Restricted Services to any business located in the United States or Germany which provides services or products competitive with those sold or provided by any member of the Company Group during the twenty-four (24) months preceding the end of Executive’s employment with the Company. The term “Restricted Services” shall mean services similar to those which Executive provided any member of the Company Group during the twenty-four (24) months preceding Executive’s termination of employment, for whatever reason, and which would involve use or disclosure of the Company’s Confidential Information.

Non-Solicitation; Non-Competition. (a) In further consideration For a period of one (1) year from the Closing Date, none of Seller, its Subsidiaries or any of their officers, directors or employees shall, directly or indirectly, (i) solicit for employment or hire (whether as an employee, consultant or otherwise) any individual who was an employee of a Business Subsidiary immediately prior to Closing; provided that Seller, its Subsidiaries and their officers, directors and employees shall not be precluded from soliciting or hiring, or taking any other action with respect to any such person who (A) has been terminated by Buyer or its Affiliates (including a Business Subsidiary) prior to commencement of employment discussions between Seller, its Subsidiaries or any of their officers, directors or employees and such person, (B) responds to general or public solicitation not targeted at employees of Buyer or any of its Affiliates, including the Business Subsidiaries (including by a bona fide search firm) or (C) initiates discussions regarding such employment without any direct or indirect solicitation by Seller, its Subsidiaries or any of their officers, directors or employees or (ii) solicit, persuade, encourage or take any other action which is intended to induce (A) any vendor or supplier of the compensation Business Subsidiaries to adversely alter, modify or discontinue its relationship with the Business Subsidiaries or (B) any customer or client of the Business Subsidiaries to discontinue, or not to commence, purchasing from the Business Subsidiaries; provided, that Seller and its Affiliates shall not be paid restricted from engaging in general or public solicitations or advertising not targeted at any such Persons described above. (i) For a period of thirty (30) months from the Closing Date, each Restricted Party (as defined below) shall not, either directly or indirectly as a stockholder, investor, member, partner or otherwise, own, manage, operate or engage in a Competitive Business (as defined below) in the United States. Notwithstanding the foregoing, (A) the purchase or resulting ownership by a Restricted Party of a Person that derives less than (x) fifteen percent (15%) of its total annual revenues or (y) $20 million in annual revenues from a Competitive Business, measured for the fiscal year ended immediately prior to Executive hereunderthe date of such purchase, Executive acknowledges shall not constitute a breach of this Section 5.12(b); provided, however, that in the course case of his employment a Person that derives $20 million or more in annual revenues, but less than fifteen percent (15%) of its total annual revenues, from a Competitive Business, Seller shall divest to an unaffiliated third party, or cause the applicable Restricted Party to divest, with respect to the Company Groupportion of such Person that engages in a Competitive Business as soon as reasonably practicable, he has and will continue in any event not later than one year, following the acquisition of such ownership or interest (except that the obligations set forth in this proviso shall not apply to become familiar with Seller or any other Restricted Party in the Company Group’s trade secrets and with other Confidential Information concerning event that Seller or such Restricted Party consummates the Company Group and that his services acquisition of such Person at any time after the eighteen month anniversary of the Closing Date), (B) nothing in this Section 5.12(b) shall be construed to prohibit the Restricted Parties from providing, or otherwise restrict or limit the right of specialthe Restricted Parties to provide, unique services of a nature provided by Seller and extraordinary value its Subsidiaries other than the Business Subsidiaries as of the date of this Agreement, and reasonable extensions thereof, and (C) the Restricted Parties may, directly or indirectly, hold publicly traded interests in or securities of any Person engaged in a Competitive Business to the Company Group. Therefore, Executive agrees extent that while an employee of the Company Group, Executive will not directly or indirectly compete against any member of the Company Group or directly or indirectly divert or attempt to divert any business from any member of the Company Group anywhere such company is doing business. (b) Executive agrees that for the twelve (12) months following the termination of his employment, Executive will investment does not, directly or indirectly, solicit for confer on the purpose Restricted Parties more than five percent (5%) of providing, or otherwise the voting power of such Person. Buyer expressly acknowledges that Seller and its Subsidiaries other than the Business Subsidiaries currently provide, any and will continue to provide following the Closing, products or and services which may be competitive with the products or and services offered by (or planned to be offered by, assuming Executive was aware of those plans while employed by Company) the Company Group to any customer of the Company Group with whom/which Executive had contact on behalf of the Company Group during the twenty-four (24) months preceding the end of Executive’s employment with the CompanyBusiness Subsidiaries. (cii) Executive agrees that For the purposes of this Agreement, “Restricted Party” shall mean (i) Seller and (ii) each Subsidiary of Seller for the twelve (12) months following the termination of his employment, Executive will not, directly or indirectly, solicit for the purpose of providing, or otherwise provide, any products or services competitive with the products or services offered by (or planned to be offered by, assuming Executive was aware of those plans while employed by Company) the Company Group to any customer of the Company Group about whom/which Executive acquired non-public information during the twenty-four (24) months preceding the end of Executive’s employment with the Company. (d) Executive agrees period that for the twelve (12) months following the termination of his employment, Executive will not request or advise any customer, supplier, licensee, licensor, landlord or other business relation of the Company Group with whom/which Executive had contact on behalf of the Company Group during the twenty-four (24) months preceding the termination of Executive’s employment with the Company to withdraw, curtail or cancel its business dealings with such member of the Company Group. (e) Executive agrees that for the twelve (12) months following the termination of his employment, Executive will not Subsidiary is directly or indirectly recruit or solicit any employee owned by Seller. For the purposes of the Company Group for employment or encourage any employee of the Company Group to leave such member of the Company Group’s employ. An employee shall be deemed covered by this clause (e) while employed by the Company Group and for a period of twelve (12) months thereafter. (f) In additionAgreement, Executive agrees that for the twelve (12) months following the termination of his employment, Executive will not provide, in any capacity, Restricted Services to any business located in the United States or Germany which provides services or products competitive with those sold or provided by any member of the Company Group during the twenty-four (24) months preceding the end of Executive’s employment with the Company. The term “Restricted ServicesCompetitive Business” shall mean services similar to those which Executive provided any member Person that is in the business of providing (i) electronic discovery and data recovery services, (ii) pre-employment background screening services, or (iii) mortgage screening services, in each case of the Company Group during type provided by the twenty-four (24) months preceding Executive’s termination of employment, for whatever reason, and which would involve use or disclosure Business Subsidiaries as of the Company’s Confidential Informationdate of this Agreement.

Non-Solicitation; Non-Competition. (a) In Executive acknowledges and agrees that the expertise and experience of Executive in the business of the Company is essential for the growth, success and stability of the Company. Executive further acknowledges and understands that the covenants set forth in this Section 5 are reasonable and necessary and part of the consideration provided to Executive by Athenex pursuant to the Acquisition. Therefore, in consideration of the compensation to be paid to Executive hereunder, Executive acknowledges that in the course of his employment with the Company Group, he has various covenants and will continue to become familiar with the Company Group’s trade secrets and with other Confidential Information concerning the Company Group and that his services shall be of special, unique and extraordinary value to the Company Group. Therefore, Executive agrees that while an employee obligations of the Company Grouppursuant to this Agreement and the other agreements described herein, as long as Executive receives the Base Salary, or if applicable, amounts paid during the Non-Compete Period, Executive will not directly or indirectly compete against any member of the Company Group or directly or indirectly divert or attempt to divert any business from any member of the Company Group anywhere such company is doing business. (b) Executive agrees that for the twelve (12) months following the termination of his employment, Executive will shall not, directly or indirectly; a. during the employment relationship and two (2) years following the termination of the employment relationship, knowingly solicit for any Person in the purpose of providing, or otherwise provide, any products or services competitive with the products or services offered by (or planned to be offered by, assuming Executive was aware of those plans while employed by Company) the Company Group to any customer employment of the Company Group (other than via a general advertisement or other solicitation not addressed specifically to such Person) to: (i) terminate such employment, and/or (ii) accept employment or enter into any consulting arrangements with whom/which Executive had any Person other than the Company; provided, however, this provision is not intended to and does not preclude Executive, on behalf of himself or another, from offering employment to or hiring any Person in the employment of the Company who initiates contact with Executive, inquires about employment or consulting opportunities, and/or otherwise responds to a general employment or similar notice issued on behalf of the Company Group during the twenty-four (24) months preceding the end of Executive’s employment with the Company. (c) Executive agrees that for the twelve (12) months following the termination of his employmentor another Person, Executive will notin each case, directly without any inducement from or indirectly, solicit for the purpose of providing, or otherwise provide, any products or services competitive with the products or services offered by (or planned to be offered by, assuming Executive was aware of those plans while employed by Company) the Company Group to any customer on behalf of the Company Group about whom/which Executive acquired non-public information during the twenty-four (24) months preceding the end of Executive’s employment . The prohibitions in this Section 5.a. include, but are not limited to using social media, such as LinkedIn, Facebook, and/or Twitter, to directly communicate with the Company. (d) Executive agrees that for the twelve (12) months following the termination of his employmentany employee, Executive will not request or advise any customer, supplier, licensee, licensor, landlord Prospective Customer or other business relation of the Company Group with whom/which Executive had contact or any of its Affiliates, it being understood that any general update to Executive’s title or employer on behalf of the Company Group Executive’s profile on such social media shall not be considered such direct communication; b. during the twenty-four employment relationship and two (242) months preceding the termination of Executive’s employment with the Company to withdraw, curtail or cancel its business dealings with such member of the Company Group. (e) Executive agrees that for the twelve (12) months years following the termination of his employmentthe employment relationship, Executive will not directly call on, solicit, accept business from, or indirectly recruit provide service to, or solicit sell to any employee supplier, licensee, licensor, customer, Prospective Customer, or other business relation of the Company Group for employment Company, or induce, encourage or cause any employee of such supplier, licensee, licensor, customer, Prospective Customer, or other business relation to reduce or terminate its business relationship with the Company Group to leave such member of the Company Group’s employ. An employee shall be deemed covered by this clause (e) while employed by the Company Group and for a period of twelve (12) months thereafter.Company; (fi) In additionExcept as provided in Section 5.c.iii. and subject to Section 5.c.ii. below, Executive agrees that for during the twelve employment relationship and one (121) months year following the termination of the employment relationship (the “Non-Compete Period”), either for himself or for any other Person, own, manage, control, participate in, consult with, render services for, permit his employment, Executive will not provide, name to be used or in any capacity, Restricted Services to other manner or capacity engage in any business located in or enterprise which constitutes a Competitive Business within ninety (90) miles of the United States or Germany which provides services or products competitive with those sold or provided by any member principal office of the Company Group during as set forth in the twenty-four introduction to this Agreement (24) months preceding or as may be changed on the end of Executive’s employment with the Company. The term “Restricted Services” shall mean services similar to those which Executive provided any member records of the Company Group during pursuant to Section 8 hereof) (the twenty“Territory”). For purposes of this Agreement, the term “participate” includes any direct or indirect interest in any enterprise, whether as an officer, director, employee, partner, sole proprietor, agent, representative, independent contractor, consultant, executive, franchisor, franchisee, creditor, owner, member, shareholder or otherwise; provided, that the Competitive Business activities prohibited hereunder shall not include passive ownership of less than 5% of the stock of a privately-four held or publicly-held corporation. (24ii) months preceding Notwithstanding the provisions of Section 5.c.i. or any other provision in this Agreement to the contrary, in the event of (A) a termination of the employment relationship upon or after the expiration of the initial Term, (B) a termination of this Agreement pursuant to clause 4.a.ii. without Good Reason, or (C) a termination of this Agreement pursuant to clause 4.a.ii. for Good Reason or clause 4.a.iii. for any reason other than Cause at any point when the Non-Compete Period extends beyond the Severance Period, and only for such time period after the Severance Period, then the Company shall be deemed to have waived Executive’s termination compliance with the provisions of employment, for whatever reasonSection 5.c.i., and shall have no further obligations to the Executive other than those described in Sections 4.b.i., 4.b.ii., 4.d.i., and 4.f.i. unless the Company shall, at its sole option, provide Executive with written notice within ten (10) business days of the effective date of such termination that the Company has elected to enforce the provisions of Section 5.c.i following such termination, in which would involve use or disclosure case the Company shall continue pay to Executive (I) the full amount of the Base Salary, and (II) an amount equal to the Company’s Confidential Informationcontribution toward the healthcare insurance coverage which Executive and his family, if applicable, was or were receiving as of the date of termination, in each case in cash, payable at the same times and in a materially similar manner as Company payroll for the entire Non-Compete Period. For the avoidance of doubt, the provisions of this Section 5.c.ii., and any waiver by the Company of the provisions of Section 5.c.i. pursuant hereto, shall in no way affect Executive’s obligations and covenants contained in Sections 5.a., 5.b. and 6. (iii) The provisions of Section 5.c.i and 5.c.ii shall be of no force and effect following a termination of employment relationship after a Change in Control.

Non-Solicitation; Non-Competition. (a) In further consideration Without the prior written consent of the compensation to be paid to Executive hereunderCompany, Executive acknowledges that in during the course term of his your employment with the Company Group, he has and will continue to become familiar with the Company Group’s trade secrets and with other Confidential Information concerning the Company Group and that his services shall be of special, unique and extraordinary value to the Company Group. Therefore, Executive agrees that while an employee of the Company Group, Executive will not directly or indirectly compete against any member of the Company Group or directly or indirectly divert or attempt to divert any business from any member of the Company Group anywhere such company is doing business. (b) Executive agrees that for the twelve (12) months following the termination of his employment, Executive will not, directly or indirectly, solicit for the purpose of providing, or otherwise provide, any products or services competitive with the products or services offered by (or planned to be offered by, assuming Executive was aware of those plans while employed by Company) the Company Group to any customer of the Company Group with whom/which Executive had contact on behalf of the Company Group during the twenty-four (24) months preceding the end of Executive’s employment with the Company. (c) Executive agrees that for the twelve (12) months following the termination of his employment, Executive will not, directly or indirectly, solicit for the purpose of providing, or otherwise provide, any products or services competitive with the products or services offered by (or planned to be offered by, assuming Executive was aware of those plans while employed by Company) the Company Group to any customer of the Company Group about whom/which Executive acquired non-public information during the twenty-four (24) months preceding the end of Executive’s employment with the Company. (d) Executive agrees that for the twelve (12) months following the termination of his employment, Executive will not request or advise any customer, supplier, licensee, licensor, landlord or other business relation of the Company Group with whom/which Executive had contact on behalf of the Company Group during the twenty-four (24) months preceding the termination of Executive’s employment with the Company to withdraw, curtail or cancel its business dealings with such member of the Company Group. (e) Executive agrees that for the twelve (12) months following the termination of his employment, Executive will not directly or indirectly recruit or solicit any employee of the Company Group for employment or encourage any employee of the Company Group to leave such member of the Company Group’s employ. An employee shall be deemed covered by this clause (e) while employed by the Company Group and for a period of twelve (12) months thereafter. after the termination of your employment with the Company, either unilaterally by you or by the Company for Cause, you shall not (fi) In addition, Executive agrees become engaged in or otherwise become interested in a role that for provides or intends to provide similar services in the geographical area served during your employment; (ii) directly or indirectly solicit or assist any other person in soliciting any client of the Company with whom you had direct professional contact during the twelve (12) months following immediately prior to the termination of his employment, Executive will not provide, in any capacity, Restricted Services to any business located in the United States or Germany which provides services or products competitive your employment with those sold or provided by any member of the Company Group and during the twenty-four (24) months preceding the end of Executive’s which you learned confidential information, or whose account you oversaw during your employment with the Company. The term “Restricted Services” shall mean services similar to those which Executive provided ; (iii) directly or indirectly solicit, or assist any member other person in soliciting, any employee of the Company Group during the twenty-four or its affiliates (24) months preceding Executive’s as of your termination of employmentemployment with the Company) or any person who, as of such date, was in the process of being recruited by the Company or its affiliates, or induce any such employee to terminate his or her employment with the Company or its affiliates; or (iv) hire or assist another person in hiring any employee of the Company or its affiliates who potentially possesses the Company or its affiliate's confidential information for whatever reasona position where the employee's knowledge of such information might be relevant. The provisions of this Section 16 shall be in addition to any restrictive covenants that are set forth in or otherwise required by Company benefit plans. In the case of a discrepancy between this Section and any such restrictive covenant, the more restrictive language will apply. Each of the foregoing restrictions contained in Section 16 constitutes an entirely separate and independent restriction on you and shall be read and construed independently of the other undertakings and agreements herein contained. You and the Company agree that the restrictions contained in Section 16 are reasonable in scope and duration and are necessary to protect the Company's confidential information and other business interests. If any provision of Section 16 as applied to any party or to any circumstance is adjudged by an arbitrator or court of competent jurisdiction to be invalid or unenforceable, the same will in no way affect any other circumstance or the validity or enforceability of this Agreement. If any such provision, or any part thereof, is held to be unenforceable because of the scope, duration or geographic area covered thereby, the parties agree that the court or arbitrator making such determination will have the power to reduce the scope and/or duration and/or geographic area of such provision, and/or to delete or revise specific words or phrases, and which would involve use or disclosure of the Company’s Confidential Informationin its modified form, such provision will then be enforceable and will be enforced.

Non-Solicitation; Non-Competition. (a) In further consideration Seller agrees that for the period commencing on the Closing Date and expiring on the second (2nd) anniversary of the compensation to be paid to Executive hereunderClosing Date, Executive acknowledges that in the course of his employment with the Company Group, he has and will continue to become familiar with the Company Group’s trade secrets and with other Confidential Information concerning the Company Group and that his services shall be of special, unique and extraordinary value to the Company Group. Therefore, Executive agrees that while an employee of the Company Group, Executive it will not directly or indirectly compete against (i) solicit for employment or any member similar arrangement any Transferred Employee or (ii) hire or assist any other Person in hiring any Transferred Employee; provided, however, that this Section 5.9(a) (i) shall not apply to Transferred Employees who have left the employment of Buyer or any of its Affiliates more than six (6) months prior to the Company Group date of first solicitation or directly hiring and (ii) shall not prohibit (A) general solicitations for employment through advertisements or indirectly divert other means not specifically directed toward employees of Buyer or attempt to divert its Affiliates or (B) hiring any business from any member of the Company Group anywhere such company Transferred Employee whose employment is doing businessterminated by Buyer. (b) Executive Seller agrees that for the twelve period commencing on the Closing Date and expiring on the second (122nd) months following anniversary of the termination Closing Date, it shall not, and shall cause each Non-Competition Party not to, directly or indirectly, on its own or through any other Person acting on its behalf, engage as a stockholder, owner, partner, joint venturer or independent contractor, or otherwise manage or engage, in any business that competes with the Business, in each case as conducted or actively pursued or marketed by Seller anywhere in the United States (together, a “Competing Business”). (c) Seller agrees that for the period commencing on the Closing Date and expiring on the fifth (5th) anniversary of his employmentthe Closing Date, Executive will it shall not, and shall cause each Non-Competition Party not to, directly or indirectly, submit a bid, participate in any joint venture (or teaming, collaboration, mentor or other agreement), the purpose of which is to submit a bid, or allow its name, past performance or any credentials to be used, for (i) any recompete or bid, in each case for any Government Contract or any extension, follow on, improvement, replacement, expansion of work or successor thereto (including any Government Contract which includes but is not limited to the sale of services or products that are included in an existing Government Contract or Government Bid), or any additional task orders in connection with such Government Contract (including any IDIQ Government Contracts), or (ii) any project, contract or opportunity set forth in the potential proposals or bids set forth on Section 5.9(c) of the Seller Disclosure Letter, that is due for submission in or bid prior to December 31, 2021 or is otherwise set forth on Section 5.9(c)(i) of the Seller Disclosure Letter and, in each case, is awarded to the Buyer or its subsidiaries (together the items identified in (i) and (ii), the “Legacy Recompetes and Opportunities”). For purposes of Section 5.9(b) and this Section 5.9(c), the Business includes, without limitation, the business of providing any of the services, products or technologies described in any Government Bid or Government Contract. (d) From and after the Closing Date, Seller and its Affiliates shall not, directly or indirectly, solicit on their own or through any other Person acting on their behalf (other than the Buyer), include in any Government Bid, any past performance information, evaluation or rating related to or associated with any Business Employee or the Business; provided, that, for the purpose avoidance of providingdoubt, Seller shall be permitted to include any past performance information, evaluation or otherwise provide, any products rating related to or services competitive associated with the products Business in submissions to prospective customers and customers that are not Federal Government Customers. The Parties agree that the use of such past performance information, evaluation or services offered by (or planned rating in Government Bids shall be the exclusive right of Buyer, subject to be offered by, assuming Executive was aware of those plans while employed by Company) the Company Group to any customer of proviso in the Company Group with whom/which Executive had contact on behalf of the Company Group during the twenty-four (24) months preceding the end of Executive’s employment with the Company. (c) Executive agrees that for the twelve (12) months following the termination of his employment, Executive will not, directly or indirectly, solicit for the purpose of providing, or otherwise provide, any products or services competitive with the products or services offered by (or planned to be offered by, assuming Executive was aware of those plans while employed by Company) the Company Group to any customer of the Company Group about whom/which Executive acquired non-public information during the twenty-four (24) months preceding the end of Executive’s employment with the Company. (d) Executive agrees that for the twelve (12) months following the termination of his employment, Executive will not request or advise any customer, supplier, licensee, licensor, landlord or other business relation of the Company Group with whom/which Executive had contact on behalf of the Company Group during the twenty-four (24) months preceding the termination of Executive’s employment with the Company to withdraw, curtail or cancel its business dealings with such member of the Company Groupsentence. (e) Executive agrees Notwithstanding the foregoing in this Section 5.9, nothing in Section 5.9(b) shall preclude Seller or any Non-Competition Party from: (i) being acquired for cash, stock or cash and stock by any Person engaged in (or Affiliates thereof are engaged in) a Competing Business so long as Seller and its Affiliates own less than 50% of the pro forma company in the event of an acquisition with stock consideration; (ii) acquiring and, after such acquisition, owning an interest in any Person that for is engaged in a Competing Business if such Competing Business generated less than 10% of such Person’s consolidated annual revenues in the twelve trailing 4 fiscal quarter period of such Person prior to such acquisition; provided, that, (12A) if, in any trailing 4 fiscal quarter period thereafter ending prior to the second (2nd) anniversary of the Closing Date, such Competing Business generates revenues that exceed 10% of such Person’s revenues in the trailing 4 fiscal quarter period of such Person prior to such acquisition, then (B) Seller, within nine (9) months following after the termination end of his employmentsuch trailing 4 fiscal quarter period, Executive will not directly shall discontinue, or indirectly recruit or solicit any employee enter into a definitive agreement to cause the divestiture of, a sufficient portion of the Company Group for employment Competing Business of such Person such that the restrictions set forth in this Section 5.9 would not operate to restrict such ownership; (iii) acquiring and, after such acquisition, owning an interest in any Person (or encourage any employee its successor) that is engaged in a Competing Business if (A) such Competing Business generated 10% or more of such Person’s consolidated annual revenues in the trailing 4 fiscal quarter period of such Person prior to such acquisition and (B) Seller, within nine (9) months after the consummation of such acquisition, discontinues, or enters into a definitive agreement to cause the divestiture of, a sufficient portion of the Company Group Competing Business of such Person such that the restrictions set forth in this Section 5.9 would not operate to leave restrict such member ownership; (iv) entering into or participating in a joint venture, partnership or other strategic business relationship with any Person engaged in a Competing Business, if such joint venture, partnership or other strategic business relationship does not engage in the Competing Business; or (v) exercising its rights or performing or complying with its obligations under or as contemplated by this Agreement or any of the Company Group’s employ. An employee shall be deemed covered by this clause (e) while employed by the Company Group and for a period of twelve (12) months thereafterAncillary Agreements. (f) In additionNotwithstanding the foregoing, Executive nothing in Section 5.9(b) or Section 5.9(c) shall preclude Seller or any Non-Competition Party from (i) providing services, products or technologies as part of a general offering to any Person that is not a Federal Government Customer so long as such Person is not permitted to resell or otherwise provide such services, products or technologies to a Federal Government Customer or (ii) passively owning up to 5% of the outstanding equity interests of any Person engaged in a Competing Business. (g) (i) Seller agrees that for the twelve period commencing on the Closing Date and expiring on the fifth (125th) months following anniversary of the termination Closing Date, it shall not, and shall cause each Non-Competition Party not to, on its own or through any other Person acting on its behalf, interfere with or disrupt Xxxxx’s performance of his employmentany of the Government Bids or Transferred Contracts transferred to Buyer hereunder; and (ii) Seller agrees that for the period commencing on the Closing Date and expiring on the second (2nd) anniversary of the Closing Date, Executive will it shall not, and shall cause each Non-Competition Party not provideto, on its own or through any other Person, induce or attempt to induce any Federal Government Customer of the Business as of the Closing Date or vendor serving the Business as of the Closing Date to cease or refrain from doing business with Buyer or any Affiliate thereof. (h) Seller acknowledges and agrees that, in executing this Agreement and agreeing to pay the Final Cash Consideration, Xxxxx considers the obligations of Seller to be valuable and an essential inducement to the execution of this Agreement and the consummation of the transactions contemplated hereby. Seller acknowledges and agrees that it has special knowledge concerning the Business and could substantially dilute the value thereof by competing with Buyer or any capacityof its Affiliates or soliciting or hiring employees of the Business or soliciting customers, Restricted Services suppliers or other Persons that have a business relationship with the Business from and after the Closing Date, and as a material inducement to Buyer to enter into this Agreement, Xxxxxx agrees to the terms in this Section 5.9 to preserve the value of Business being acquired by Buyer. (i) The Parties agree that irreparable damage would occur in the event that this Section 5.9 were not performed in accordance with its specific terms or were otherwise breached. It is accordingly agreed that the Buyer shall be entitled to an injunction or injunctions to prevent breaches of this Agreement and to enforce specifically the terms and provisions of this Agreement in the Chosen Courts, this being in addition to any business located other remedy to which Buyer is entitled at law or in equity. (j) Notwithstanding anything to the contrary herein, in the United States event of a Change of Control, the restrictions (i) set forth in Section 5.9(b) and Section 5.9(g)(ii) shall immediately terminate in the event that the acquiror (the “Acquiror”) is a Permitted Person and (ii) set forth in Section 5.9(c) and Section 5.9(g)(i) shall (A) immediately terminate if the Acquiror is a Permitted Person and (B) terminate on the second (2nd) anniversary of the Closing Date if the Acquiror is not a Permitted Person, provided, in either case, that until the fifth (5th) anniversary of the Closing Date, Seller shall, and shall cause the Non-Competition Parties and the Acquiror and its Affiliates to (1) prohibit any employee of the Seller or Germany which provides services or products competitive with those sold or provided by any the Non-Competition Parties as of the closing date of the Change of Control from becoming a member of any bidding team of any Affiliate of Seller in connection with any Legacy Recompetes and Opportunities and (2) not permit the Company Group during use of product names identified on Section 5.9(j)(2) of the twentySeller Disclosure Letter in any bid in respect of any Legacy Recompetes and Opportunities. Notwithstanding the foregoing, nothing in this Section 5.9(j) shall limit or otherwise affect any of the obligations or restrictions of the Seller, the Non-four (24) months preceding the end of Executive’s employment Competition Parties or their assigns in connection with the Company. The term “Restricted Services” shall mean services similar to those which Executive provided any member of the Company Group during the twenty-four (24) months preceding Executive’s termination of employment, for whatever reason, and which would involve use or disclosure of the Company’s Confidential InformationAncillary Agreements.

Non-Solicitation; Non-Competition. (a) In further consideration For a period of four (4) years from the compensation to be paid to Executive hereunderClosing Date, Executive acknowledges that in without the course prior written consent of his employment with the Company GroupBuyer, he has and will continue to become familiar with the Company Group’s trade secrets and with other Confidential Information concerning the Company Group and that his services shall be of special, unique and extraordinary value to the Company Group. Therefore, Executive agrees that while an employee of the Company Group, Executive will not directly or indirectly compete against any member of the Company Group or directly or indirectly divert or attempt to divert any business from any member of the Company Group anywhere such company is doing business. (b) Executive agrees that for the twelve (12) months following the termination of his employment, Executive will notneither DuPont nor its Subsidiaries shall, directly or indirectly, solicit for employment or hire (whether as an employee, consultant or otherwise) any officer, plant manager, other member of senior management or technical fellows (including, without limitation, those persons in job categories listed on Section 5.13(a) to the purpose of providingDisclosure Schedules) who was a Business Employee immediately prior to the Closing; provided that DuPont, its Subsidiaries and their officers, directors and employees shall not be precluded from soliciting or hiring, or otherwise providetaking any other action with respect to, any products such Person who has been terminated by Buyer or services competitive its Affiliates (including a Transferred DPC Company or any Subsidiary thereof) prior to, commencement of employment discussions between DuPont, its Subsidiaries or any of their officers, directors or employees and such Person; and provided, further, that DuPont and its Subsidiaries shall not be restricted from engaging in general or public solicitations or advertising (including through the use of employment agencies) not targeted at any such Persons described above. (b) Commencing on and for a period of four (4) years following the Closing Date, DuPont shall not, and shall cause its Affiliates not to, directly or (except with respect to individual components or ingredients in Products) indirectly, develop, design, manufacture, market, distribute or sell any Product or Ancillary Product in the products DPC Field of Use or services offered by engage in the DPC Additional Protected Activities or hold any ownership interest in any Person who engages in such activities (the “Prohibited Activities”). For avoidance of doubt, Prohibited Activities do not include, and DuPont and its Subsidiaries may engage in, the development, designing, manufacture, marketing, distribution and sale of individual components or planned ingredients of Product or Ancillary Product (but not Product or Ancillary Product itself other than with respect to be offered byindividual components or ingredients therein) in the DPC Field of Use to the manufacturer of, assuming Executive was aware of those plans while employed by Company) the Company Group to but not an end user, distributor or reseller of, any customer Product or Ancillary Product; provided that such activities are not in violation of the Company Group with whom/which Executive had contact on behalf Intellectual Property Cross-License Agreement or other obligation herein or in any other Related Agreement or in any Local Asset Transfer Agreement concerning use of the Company Group during the twenty-four (24) months preceding the end of Executive’s employment with the CompanyIntellectual Property or Confidential Information. (c) Executive agrees Notwithstanding the foregoing, the parties agree that for the twelve nothing herein shall prohibit DuPont and its Subsidiaries from: (12i) months following the termination of his employment, Executive will not, directly acquiring or indirectly, solicit for the purpose of providinginvesting in any Person, or otherwise providethe assets thereof, any products or services competitive with the products or services offered by if less than ten percent (or planned to be offered by, assuming Executive was aware of those plans while employed by Company10%) the Company Group to any customer of the Company Group about whom/which Executive gross revenues, assets and income of such Person or assets (based on such Person’s latest annual audited consolidated financial statements) are related to or were derived from any of the Prohibited Activities and the gross revenues of such Person derived from any of the Prohibited Activities (based on such financial statements) do not exceed $50,000,000; (ii) acquiring or investing in any Person, or the assets thereof, if ten percent (10%) or more than ten percent (10%) of the gross revenues, assets and income of such Person or assets (based on such Person’s latest annual audited consolidated financial statements) are related to or were derived from any of the Prohibited Activities or the gross revenues of such Person (based on such financial statements) derived from any of the Prohibited Activities exceed $50,000,000; provided, that within one year of such acquisition, DuPont or its Subsidiaries enter into a definitive agreement to divest themselves of all or substantially all of the assets or operations so acquired non-public information during that are engaged in any of the twenty-four Prohibited Activities (24and use commercially reasonable efforts to consummate such transaction as soon as reasonably practicable thereafter); and provided, further, that such divesture is consummated within one year of entering into such definitive agreement; (iii) months preceding acquiring or investing in securities representing not more than five percent (5%) of the end outstanding voting power or equity securities of Executive’s employment with the Companyany Person; or (iv) acquiring or investing in any equity interest in any Person by any bona fide employee benefit plan of DuPont or its Subsidiaries. (d) Executive agrees The parties agree that, notwithstanding anything to the contrary in Section 5.13(b), the provisions of Section 5.13(b) shall not prohibit (i) DuPont’s or any of its Subsidiaries’ ownership or operation of, or the activities of, any Joint Ventures the equity interests of which have not been transferred to Buyer or one of its Subsidiaries at the Closing, (ii) DuPont or any of its Subsidiaries from performing under any Contract or Shared Contract or owning or operating any other Asset that for the twelve (12) months following the termination constitutes a DPC Asset which is not transferred, conveyed or assigned to Buyer or one of his employment, Executive will not request or advise any customer, supplier, licensee, licensor, landlord or other business relation its Subsidiaries as of the Company Group with whom/which Executive had contact on behalf Closing Date or (iii) DuPont or any of the Company Group during the twenty-four (24) months preceding the termination of Executive’s employment with the Company to withdraw, curtail its Subsidiaries from performing its obligations under this Agreement or cancel its business dealings with such member of the Company Groupany Local Asset Transfer Agreement or Related Agreement. (e) Executive agrees that for The following terms used in this Agreement shall have the twelve (12) months following the termination of his employment, Executive will not directly or indirectly recruit or solicit any employee of the Company Group for employment or encourage any employee of the Company Group to leave such member of the Company Group’s employ. An employee shall be deemed covered by this clause (e) while employed by the Company Group and for a period of twelve (12) months thereafter. (f) In addition, Executive agrees that for the twelve (12) months following the termination of his employment, Executive will not provide, in any capacity, Restricted Services to any business located in the United States or Germany which provides services or products competitive with those sold or provided by any member of the Company Group during the twenty-four (24) months preceding the end of Executive’s employment with the Company. The term “Restricted Services” shall mean services similar to those which Executive provided any member of the Company Group during the twenty-four (24) months preceding Executive’s termination of employment, for whatever reason, and which would involve use or disclosure of the Company’s Confidential Information.meanings:

Non-Solicitation; Non-Competition. (a) In further consideration a. Executive acknowledges and recognizes the highly competitive nature of the compensation to be paid to Executive hereunder, Executive acknowledges that in the course of his employment with the Company Group, he has and will continue to become familiar with the Company Group’s trade secrets and with other Confidential Information concerning the Company Group and that his services shall be of special, unique and extraordinary value to the Company Group. Therefore, Executive agrees that while an employee businesses of the Company Group, and its affiliates and accordingly agrees as follows: (1) While Executive will not directly or indirectly compete against any member of is employed by the Company Group or directly or indirectly divert or attempt to divert any business from any member of the Company Group anywhere such company is doing business. (b) Executive agrees that and for the twelve (12) six months following the termination of his employmentdate Executive ceases to be employed by the Company (the "Restricted Period"), Executive will shall not, whether on Executive's own behalf or on behalf of or in conjunction with any person, company, business entity or other organization whatsoever, directly or indirectly, solicit for the purpose of providing (i) solicit, or otherwise provideassist in soliciting, any products or services competitive with the products or services offered by (or planned to be offered by, assuming Executive was aware of those plans while employed by Company) the Company Group to any customer of the Company Group with whom/which Executive had contact on behalf of the Company Group during the twenty-four (24) months preceding the end of Executive’s employment in competition with the Company., the potential acquisition of refining assets in the United States; (cii) Executive agrees that for the twelve (12) months following the termination of his employment, Executive will not, directly or indirectly, solicit for the purpose of providing, or otherwise provide, any products or services competitive with the products or services offered by (or planned to be offered by, assuming Executive was aware of those plans while employed by Company) the Company Group to any customer of the Company Group about whom/which Executive acquired non-public information during the twenty-four (24) months preceding the end of Executive’s employment with the Company. (d) Executive agrees that for the twelve (12) months following the termination of his employment, Executive will not request or advise any customer, supplier, licensee, licensor, landlord or other business relation of the Company Group with whom/which Executive had contact on behalf of the Company Group during the twenty-four (24) months preceding the termination of Executive’s employment with the Company to withdraw, curtail or cancel its business dealings with such member of the Company Group. (e) Executive agrees that for the twelve (12) months following the termination of his employment, Executive will not directly or indirectly recruit or solicit any employee of the Company Group for employment or encourage any employee of the Company Group or its affiliates to leave such member the employment of the Company Group’s employ. An employee shall be deemed covered by this clause or its affiliates; (eiii) while hire any such person who was employed by the Company Group and for a period or its affiliates as of twelve the date of Executive's termination of employment with the Company or whose employment with the Company terminated within six months prior to the date of such hire (12other than any such person whose employment was terminated by the Company without cause); or (iv) months thereaftersolicit or encourage to cease to work with the Company or its affiliates any consultant then under contract with the Company or its affiliates. (f2) In additionWhile Executive is employed by the Company and, following termination of employment by the Company for Cause or by Executive without Good Reason, for the remainder of the Employment Term (without regard to Executive's termination of employment), Executive agrees that for shall not directly or indirectly: (i) engage in the twelve business of petroleum refining or oil product wholes aling in the United States (12ii) months following engage in any other business in which the Company or its affiliates is engaged at the time of the termination of his Executive's employment, provided such other business is contributing more than 10% of the Company's consolidated annual revenues or net income at the time of the termination of Executive's employment (any of the businesses described in the preceding subparagraph (i) and this subparagraph (ii) being referred to as a "Competitive Business"); (iii) enter the employ of, or render any services to, any entity (or any division, affiliate, business unit or segment of any entity) which engages in a Competitive Business; provided that, notwithstanding the foregoing, it shall not be a breach of Section 9(a)(2) for Executive will not provide, in any capacity, Restricted Services to provide services to any division, affiliate, business located unit or segment of any entity so long as (x) such division, affiliate, business unit or segment does not itself engage in a Competitive Business and (y) Executive does not, directly or indirectly, provide services or advice to any division, affiliate, business unit or segment of the entity that does engage in a Competitive Business; (iv) acquire a financial interest in (other than a passive investment acquired through a hedge fund or similar vehicle), or otherwise become actively involved with, any Competitive Business, directly or indirectly, as an individual, partner, shareholder, officer, director, principal, agent, trustee or consultant; or (v) interfere with, or attempt to interfere with, business relationships (whether formed before, on or after the date of this Agreement) between the Company or any of its affiliates and their customers, clients or suppliers in connection with or on behalf of a Competitive Business. (3) Notwithstanding anything to the contrary in this Agreement, Executive may, directly or indirectly own, solely as an investment, securities of any person engaged in the United States or Germany which provides services or products competitive with those sold or provided by any member business of the Company Group during or its affiliates which are publicly traded on a national or regional stock exchange or on the twentyover-four the-counter market if Executive (24i) months preceding the end of Executive’s employment with the Company. The term “Restricted Services” shall mean services similar to those which Executive provided any is not a controlling person of, or a member of a group which controls, such person and (ii) does not, directly or indirectly, own 5% or more of any class of securities of such person. b. It is expressly understood and agreed that although Executive and the Company Group during consider the twenty-four (24) months preceding restrictions contained in this Section 9 to be reasonable, if a final judicial determination is made by a court of competent jurisdiction that the time or territory or any other restriction contained in this Agreement is an unenforceable restriction against Executive’s termination , the provisions of employmentthis Agreement shall not be rendered void but shall be deemed amended to apply as to such maximum time and territory and to such maximum extent as such court may judicially determine or indicate to be enforceable. Alternatively, for whatever reasonif any court of competent jurisdiction finds that any restriction contained in this Agreement is unenforceable, and which would involve use or disclosure such restriction cannot be amended so as to make it enforceable, such finding shall not affect the enforceability of any of the Company’s Confidential Informationother restrictions contained herein.

Non-Solicitation; Non-Competition. (a) In further consideration Buyer, for itself and its Affiliates, hereby agrees that, for a period of one year from and after the compensation to be paid to Executive hereunderEffective Date, Executive acknowledges that in the course of his employment with the Company Group, he has and will continue to become familiar with the Company Group’s trade secrets and with other Confidential Information concerning the Company Group and that his services shall be of special, unique and extraordinary value to the Company Group. Therefore, Executive agrees that while an employee of the Company Group, Executive it will not (and it shall cause its Affiliates not to), directly or indirectly compete against indirectly, (i) solicit the employment of, employ, retain or seek to employ or retain, any member Person who is employed by or retained as a consultant to OptiCare or any Affiliate of OptiCare other than Seller on the Company Group Effective Date or directly who was so employed or indirectly divert retained at any time during the one-year period immediately preceding the Effective Date, (ii) induce or attempt to divert induce any business from such Person to terminate his employment or consultancy with OptiCare or any member such Affiliate, or (iii) assist any Person to do any of the Company Group anywhere foregoing; provided, however, that the prohibitions contained in this Section 6.4(a) shall not apply to any employee of or consultant to OptiCare or any such company is doing businessAffiliate whose employment or consultancy was terminated by OptiCare or such Affiliate. (b) Executive Seller, for itself and its Affiliates, hereby agrees that that, for a period of one year from and after the twelve Effective Date, it will not (12) months following the termination of his employment, Executive will notand it shall cause its Affiliates not to), directly or indirectly, (i) solicit for the purpose employment of, employ, retain or seek to employ or retain, any Person who is employed by or retained as a consultant to Buyer or any Affiliate of providingBuyer on the Effective Date, (ii) induce or attempt to induce any such Person to terminate his employment or consultancy with Buyer or any such Affiliate, or otherwise provide(iii) assist any Person to do any of the foregoing; provided, any products or services competitive with however, that the products or services offered by (or planned to be offered by, assuming Executive was aware of those plans while employed by Companyprohibitions contained in this Section 6.4(b) the Company Group shall not apply to any customer employee of the Company Group with whom/which Executive had contact on behalf of the Company Group during the twenty-four (24) months preceding the end of Executive’s or consultant to Buyer or any such Affiliate whose employment with the Companyor consultancy was terminated by Buyer or such Affiliate. (c) Executive For a period of five years from and after the Effective Date, Seller agrees that for the twelve (12) months following the termination of his employment, Executive will notwith Buyer not to engage, directly or indirectly, solicit including through any Affiliate, in any business anywhere in the world that operates a "buying group" which purchases optical products at discounted prices for its members or supplies contact lenses or other vision care products mainly to eye-care practitioners through mail order, telephone, fax and the internet or, without the prior written consent of Buyer, directly or indirectly, own an interest in, manage, operate, join, control, lend money or render financial or other assistance to or participate in or be connected with, as an officer, employee, partner, stockholder, consultant or otherwise, any Person that competes with Buyer or either Business as currently conducted; provided, however, that, for the purpose purposes of providingthis Section 6.4(c), or otherwise provide, ownership of securities having no more than one percent of the outstanding voting power of any products or services competitive with the products or services offered by (or planned competitor which are listed on any national securities exchange shall not be deemed to be offered byin violation of this Section as long as the Person owning such securities has no other connection or relationship with such competitor; and provided, assuming Executive was aware further, that, the business currently conducted by OptiCare's Managed Vision Division and by OptiCare's Consumer Vision Division shall not be deemed a violation of those plans while employed by Company) the Company Group to any customer of the Company Group about whom/which Executive acquired non-public information during the twenty-four (24) months preceding the end of Executive’s employment with the Companythis Section 6.4(c). (d) Executive For a period for two years from and after the Effective Date, Buyer agrees with Seller not to engage, directly or indirectly, including through any Affiliate, in any business anywhere in the world that offers for sale any of the twelve (12) months following products or services currently offered for sale or currently proposed to be offered for sale by OptiCare's Managed Vision Division or, without the termination prior written consent of his employmentOptiCare, Executive will not request directly or advise any customerindirectly, supplierown an interest in, licenseemanage, licensoroperate, landlord join, control, lend money or render financial or other business relation assistance to or participate in or be connected with, as an officer, employee, partner, stockholder, consultant or otherwise, any Person that competes with OptiCare's Managed Vision Division as currently conducted; provided, however, that, for purposes of this Section 6.4(d), ownership of securities having no more than one percent of the Company Group outstanding voting power of any competitor which are listed on any national securities exchange shall not be deemed to be in violation of this Section as long as the Person owning such securities has no other connection or relationship with whom/which Executive had contact on behalf such competitor; and provided, further, that, the foregoing covenants and agreements in this Section 6.4(d) shall terminate in the event that (i) the Professional Corporation terminates the PSSA by reason of OptiCare's default of its obligation under the last sentence of Section 1 of the Company Group during PSSA Amendment; provided, that the twenty-four Professional Corporation is not also in default under the PSSA, or (24ii) months preceding Health Centers terminates the termination of Executive’s employment with the Company to withdraw, curtail or cancel its business dealings with such member PSSA other than by reason of the Company GroupProfessional Corporation's default thereunder. (e) Executive agrees The parties acknowledges that the restrictions contained in this Section 6.4 are reasonable in view of the nature of the business in which Buyer, OptiCare and their respective Affiliates are engaged and that neither party would not enter into this Agreement but for the twelve (12) months following other party's agreement to the termination foregoing. Each party further acknowledges that any breach by such party of his employmentits obligations under this Section 6.4 would cause the other party and/or its Affiliates irreparable harm for which they will have no adequate remedy at law. As a result, Executive the non-breaching party and/or its Affiliates shall be entitled to the issuance by a court of competent jurisdiction of an injunction, restraining order or other equitable relief in favor of itself restraining the breaching party from committing or continuing any such violation. Any right to obtain an injunction, restraining order or other equitable relief hereunder will not directly or indirectly recruit or solicit any employee of the Company Group for employment or encourage any employee of the Company Group to leave such member of the Company Group’s employ. An employee shall be deemed covered by a waiver of any right to assert any other remedy which the non-breaching party and/or any such Affiliates may have under this clause (e) while employed by the Company Group and for a period of twelve (12) months thereafterAgreement or otherwise at law or in equity. (f) In addition, Executive agrees that for the twelve (12) months following the termination of his employment, Executive will not provide, in any capacity, Restricted Services to any business located in the United States or Germany which provides services or products competitive with those sold or provided by any member of the Company Group during the twenty-four (24) months preceding the end of Executive’s employment with the Company. The term “Restricted Services” shall mean services similar to those which Executive provided any member of the Company Group during the twenty-four (24) months preceding Executive’s termination of employment, for whatever reason, and which would involve use or disclosure of the Company’s Confidential Information.

Non-Solicitation; Non-Competition. (a) In further consideration a. Executive acknowledges and recognizes the highly competitive nature of the compensation to be paid to Executive hereunder, Executive acknowledges that in the course of his employment with the Company Group, he has and will continue to become familiar with the Company Group’s trade secrets and with other Confidential Information concerning the Company Group and that his services shall be of special, unique and extraordinary value to the Company Group. Therefore, Executive agrees that while an employee businesses of the Company Groupand its affiliates and accordingly agrees as follows: (1) While Executive is employed by the Company and for six months followingthe date Executive ceases to be employed by the Company (the "Restricted Period"), Executive will not directly shall not, whether on Executive's own behalf or indirectly compete against on behalf of or in conjunction with any member of the Company Group person, company, business entity or directly or indirectly divert or attempt to divert any business from any member of the Company Group anywhere such company is doing business. (b) Executive agrees that for the twelve (12) months following the termination of his employment, Executive will notother organization whatsoever, directly or indirectly, solicit for the purpose of providing (i) solicit, or otherwise provideassist in soliciting, any products or services competitive with the products or services offered by (or planned to be offered by, assuming Executive was aware of those plans while employed by Company) the Company Group to any customer of the Company Group with whom/which Executive had contact on behalf of the Company Group during the twenty-four (24) months preceding the end of Executive’s employment in competition with the Company., the potential acquisition of refining assets in the United States; (cii) Executive agrees that for the twelve (12) months following the termination of his employment, Executive will not, directly or indirectly, solicit for the purpose of providing, or otherwise provide, any products or services competitive with the products or services offered by (or planned to be offered by, assuming Executive was aware of those plans while employed by Company) the Company Group to any customer of the Company Group about whom/which Executive acquired non-public information during the twenty-four (24) months preceding the end of Executive’s employment with the Company. (d) Executive agrees that for the twelve (12) months following the termination of his employment, Executive will not request or advise any customer, supplier, licensee, licensor, landlord or other business relation of the Company Group with whom/which Executive had contact on behalf of the Company Group during the twenty-four (24) months preceding the termination of Executive’s employment with the Company to withdraw, curtail or cancel its business dealings with such member of the Company Group. (e) Executive agrees that for the twelve (12) months following the termination of his employment, Executive will not directly or indirectly recruit or solicit any employee of the Company Group for employment or encourage any employee of the Company Group or its affiliates to leave such member the employment of the Company Group’s employ. An employee shall be deemed covered by this clause or its affiliates; (eiii) while hire any such person who was employed by the Company Group and for a period or its affiliates as of twelve the date of Executive's termination of employment with the Company or whose employment with the Company terminated within six months prior to the date of such hire (12other than any such person whose employment was terminated by the Company without cause); or (iv) months thereaftersolicit or encourage to cease to work with the Company or its affiliates any consultant then under contract with the Company or its affiliates. (f2) In additionWhile Executive is employed by the Company and, following termination of employment by the Company for Cause or by Executive without Good Reason, for the remainder of the Employment Term (without regard to Executive's termination of employment), Executive agrees that for shall not directly or indirectly: (i) engage in the twelve business of petroleum refining or oil product wholesaling in the United States (12ii) months following engage in any other business in which the Company or its affiliates is engaged at the time of the termination of his Executive's employment, provided such other business is contributing more than 10% of the Company's consolidated annual revenues or net income at the time of the termination of Executive's employment (any of the businesses described in the preceding subparagraph (i) and this subparagraph (ii) being referred to as a "Competitive Business"); (iii) enter the employ of, or render any services to, any entity (or any division, affiliate, business unit or segment of any entity) which engages in a Competitive Business; provided that, notwithstanding the foregoing, it shall not be a breach of Section 9(a)(2) for Executive will not provide, in any capacity, Restricted Services to provide services to any division, affiliate, business located unit or segment of any entity so long as (x) such division, affiliate, business unit or segment does not itself engage in a Competitive Business and (y) Executive does not, directly or indirectly, provide services or advice to any division, affiliate, business unit or segment of the entity that does engage in a Competitive Business; (iv) acquire a financial interest in (other than a passive investment acquired through a hedge fund or similar vehicle), or otherwise become actively involved with, any Competitive Business, directly or indirectly, as an individual, partner, shareholder, officer, director, principal, agent, trustee or consultant; or (v) interfere with, or attempt to interfere with, business relationships (whether formed before, on or after the date of this Agreement) between the Company or any of its affiliates and their customers, clients or suppliers in connection with or on behalf of a Competitive Business. (3) Notwithstanding anything to the contrary in this Agreement, Executive may, directly or indirectly own, solely as an investment, securities of any person engaged in the United States or Germany which provides services or products competitive with those sold or provided by any member business of the Company Group during or its affiliates which are publicly traded on a national or regional stock exchange or on the twentyover-four the-counter market if Executive (24i) months preceding the end of Executive’s employment with the Company. The term “Restricted Services” shall mean services similar to those which Executive provided any is not a controlling person of, or a member of a group which controls, such person and (ii) does not, directly or indirectly, own 5% or more of any class of securities of such person. b. It is expressly understood and agreed that although Executive and the Company Group during consider the twenty-four (24) months preceding restrictions contained in this Section 9 to be reasonable, if a final judicial determination is made by a court of competent jurisdiction that the time or territory or any other restriction contained in this Agreement is an unenforceable restriction against Executive’s termination , the provisions of employmentthis Agreement shall not be rendered void but shall be deemed amended to apply as to such maximum time and territory and to such maximum extent as such court may judicially determine or indicate to be enforceable. Alternatively, for whatever reasonif any court of competent jurisdiction finds that any restriction contained in this Agreement is unenforceable, and which would involve use or disclosure such restriction cannot be amended so as to make it enforceable, such finding shall not affect the enforceability of any of the Company’s Confidential Informationother restrictions contained herein.

Non-Solicitation; Non-Competition. (a) In further consideration a. Executive acknowledges and recognizes the highly competitive nature of the compensation to be paid to Executive hereunder, Executive acknowledges that in the course of his employment with the Company Group, he has and will continue to become familiar with the Company Group’s trade secrets and with other Confidential Information concerning the Company Group and that his services shall be of special, unique and extraordinary value to the Company Group. Therefore, Executive agrees that while an employee businesses of the Company Group, and its affiliates and accordingly agrees as follows: (1) While Executive will not directly or indirectly compete against any member of is employed by the Company Group or directly or indirectly divert or attempt to divert any business from any member of the Company Group anywhere such company is doing business. (b) Executive agrees that and for the twelve (12) six months following the termination of his employmentdate Executive ceases to be employed by the Company (the “Restricted Period”), Executive will shall not, whether on Executive’s own behalf or on behalf of or in conjunction with any person, company, business entity or other organization whatsoever, directly or indirectly, solicit for the purpose of providing (i) solicit, or otherwise provideassist in soliciting, any products or services competitive with the products or services offered by (or planned to be offered by, assuming Executive was aware of those plans while employed by Company) the Company Group to any customer of the Company Group with whom/which Executive had contact on behalf of the Company Group during the twenty-four (24) months preceding the end of Executive’s employment in competition with the Company., the potential acquisition of refining assets in the United States; (cii) Executive agrees that for the twelve (12) months following the termination of his employment, Executive will not, directly or indirectly, solicit for the purpose of providing, or otherwise provide, any products or services competitive with the products or services offered by (or planned to be offered by, assuming Executive was aware of those plans while employed by Company) the Company Group to any customer of the Company Group about whom/which Executive acquired non-public information during the twenty-four (24) months preceding the end of Executive’s employment with the Company. (d) Executive agrees that for the twelve (12) months following the termination of his employment, Executive will not request or advise any customer, supplier, licensee, licensor, landlord or other business relation of the Company Group with whom/which Executive had contact on behalf of the Company Group during the twenty-four (24) months preceding the termination of Executive’s employment with the Company to withdraw, curtail or cancel its business dealings with such member of the Company Group. (e) Executive agrees that for the twelve (12) months following the termination of his employment, Executive will not directly or indirectly recruit or solicit any employee of the Company Group for employment or encourage any employee of the Company Group or its affiliates to leave such member the employment of the Company Group’s employ. An employee shall be deemed covered by this clause or its affiliates; (eiii) while hire any such person who was employed by the Company Group and for a period or its affiliates as of twelve the date of Executive’s termination of employment with the Company or whose employment with the Company terminated within six months prior to the date of such hire (12other than any such person whose employment was terminated by the Company without cause); or (iv) months thereaftersolicit or encourage to cease to work with the Company or its affiliates any consultant then under contract with the Company or its affiliates. (f2) In additionWhile Executive is employed by the Company and, following termination of employment by the Company for Cause or by Executive agrees that without Good Reason, for the twelve (12) months following the termination of his employment, Executive will not provide, in any capacity, Restricted Services to any business located in the United States or Germany which provides services or products competitive with those sold or provided by any member remainder of the Company Group during the twenty-four Employment Term (24) months preceding the end of Executive’s employment with the Company. The term “Restricted Services” shall mean services similar without regard to those which Executive provided any member of the Company Group during the twenty-four (24) months preceding Executive’s termination of employment), for whatever reasonExecutive shall not directly or indirectly: (i) engage in the business of petroleum refining or oil product wholesaling in the United States; (ii) engage in any other business in which the Company or its affiliates is engaged at the time of the termination of Executive’s employment, and which would involve use or disclosure provided such other business is contributing more than 10% of the Company’s Confidential Informationconsolidated annual revenues or net income at the time of the termination of Executive’s employment (any of the businesses described in the preceding subparagraph (i) and this subparagraph (ii) being referred to as a “Competitive Business”); (iii) enter the employ of, or render any services to, any entity (or any division, affiliate, business unit or segment of any entity) which engages in a Competitive Business; provided that, notwithstanding the foregoing, it shall not be a breach of Section 9(a)(2) for Executive to provide services to any division, affiliate, business unit or segment of any entity so long as (x) such division, affiliate, business unit or segment does not itself engage in a Competitive Business and (y) Executive does not, directly or indirectly, provide services or advice to any division, affiliate, business unit or segment of the entity that does engage in a Competitive Business; (iv) acquire a financial interest in (other than a passive investment acquired through a hedge fund or similar vehicle), or otherwise become actively involved with, any Competitive Business, directly or indirectly, as an individual, partner, shareholder, officer, director, principal, agent, trustee or consultant; or (v) interfere with, or attempt to interfere with, business relationships (whether formed before, on or after the date of this Agreement) between the Company or any of its affiliates and their customers, clients or suppliers in connection with or on behalf of a Competitive Business. (3) Notwithstanding anything to the contrary in this Agreement, Executive may, directly or indirectly own, solely as an investment, securities of any person engaged in the business of the Company or its affiliates which are publicly traded on a national or regional stock exchange or on the over-the-counter market if Executive (i) is not a controlling person of, or a member of a group which controls, such person and (ii) does not, directly or indirectly, own 5% or more of any class of securities of such person. b. It is expressly understood and agreed that although Executive and the Company consider the restrictions contained in this Section 9 to be reasonable, if a final judicial determination is made by a court of competent jurisdiction that the time or territory or any other restriction contained in this Agreement is an unenforceable restriction against Executive, the provisions of this Agreement shall not be rendered void but shall be deemed amended to apply as to such maximum time and territory and to such maximum extent as such court may judicially determine or indicate to be enforceable. Alternatively, if any court of competent jurisdiction finds that any restriction contained in this Agreement is unenforceable, and such restriction cannot be amended so as to make it enforceable, such finding shall not affect the enforceability of any of the other restrictions contained herein.

Non-Solicitation; Non-Competition. (a) In further consideration of the compensation to be paid to Executive hereunder, Executive acknowledges that in the course of his employment with the Company Group, he has and will continue to become familiar with the Company Group’s trade secrets and with other Confidential Information concerning the Company Group and that his services shall be of special, unique and extraordinary value to the Company Group. Therefore, Executive agrees that while an employee of the Company Group, Executive will not directly or indirectly compete against any member of the Company Group or directly or indirectly divert or attempt to divert any business from any member of the Company Group anywhere such company is doing business. (b) . Executive further agrees that for the twelve eighteen (1218) months following the termination of his employment, employment for any reason (or the twenty-four (24) months following the termination of his employment if the Change in Control severance benefits under paragraph 4(b) hereof are being paid): (i) Executive will not, not directly or indirectly, indirectly solicit for the purpose of providing, any business involving or otherwise provide, similar to any existing or planned products or services competitive with the products or services offered marketed by (or planned to be offered by, assuming Executive was aware of those plans while employed by Company) the Company Group to from any customer of the Company Group with whom/which Executive had direct or indirect contact on behalf of the Company Group during the twenty-four (24) months preceding the end of Executive’s employment with the Company. (c) Executive agrees that for the twelve (12) months following the termination of his employment, Executive will not, directly or indirectly, solicit for the purpose of providing, or otherwise provide, any products or services competitive with the products or services offered by (or planned to be offered by, assuming Executive was aware of those plans while employed by Company) the Company Group to any customer of the Company Group about whom/which Executive acquired non-public information during the twenty-four (24) months preceding the end of Executive’s employment with the Company., for whatever reason; (dii) Executive agrees that for the twelve (12) months following the termination of his employment, Executive will not request or advise any customer, supplier, licensee, licensor, landlord or other business relation of the Company Group with whom/which Executive had contact on behalf of the Company Group during the twenty-four (24) months preceding the termination of Executive’s employment with the Company Company, for whatever reason, to withdraw, curtail or cancel its business dealings with such member of the Company Group.; and (eiii) Executive agrees that for the twelve (12) months following the termination of his employment, Executive will not directly or indirectly recruit recruit, solicit or solicit hire any employee of the Company Group for employment or encourage any employee of the Company Group to leave such member of the Company Group’s employ. An employee shall be deemed covered by this clause (eiii) while employed by the Company Group and for a period of twelve (12) months thereafter. (f) In addition, Executive agrees that for the twelve (12) months following the termination of his employment, Executive will not provide, in any capacity, Restricted Services to any business located in the United States or Germany which provides services or products competitive with those sold or provided by any member of the Company Group during the twenty-four (24) months preceding the end of Executive’s employment with the Company. The term “Restricted Services” shall mean services similar to those which Executive provided any member of the Company Group during the twenty-four (24) months preceding Executive’s termination of employment, for whatever reason, and which would involve use or disclosure of the Company’s Confidential Information.

Non-Solicitation; Non-Competition. (a) In further consideration Without the prior written consent of the compensation to be paid to Executive hereunderCompany, Executive acknowledges that in during the course term of his your employment with the Company Groupand for a period of six (6) months after the termination of your employment by the Company, he has and will continue unless such termination was without Cause, or if such termination was by you for other than Good Reason, you shall not (i) become engaged in or otherwise become interested in, whether as an owner, officer, employee, consultant, director, stockholder, or otherwise, any company, enterprise or entity that provides or intends to become familiar provide services similar to those provided by the Company in the geographical area which you served during your employment with the Company Group’s trade secrets and with Company; (ii) directly or indirectly solicit or assist any other Confidential Information concerning the Company Group and that his services shall be of special, unique and extraordinary value to the Company Group. Therefore, Executive agrees that while an employee person in soliciting any client of the Company Group, Executive will not directly or indirectly compete against any member of the Company Group or directly or indirectly divert or attempt to divert any business from any member of the Company Group anywhere such company is doing business. (b) Executive agrees that for with whom you had direct professional contact during the twelve (12) months following Xx. Xxxxxx X. Gwin September 26, 2006 immediately prior to the termination of his employment, Executive will not, directly or indirectly, solicit for your employment with the purpose of providingCompany and during which you learned confidential information, or otherwise provide, any products or services competitive with the products or services offered by (or planned to be offered by, assuming Executive was aware of those plans while employed by Company) the Company Group to any customer of the Company Group with whom/which Executive had contact on behalf of the Company Group whose account you oversaw during the twenty-four (24) months preceding the end of Executive’s your employment with the Company. ; (ciii) Executive agrees that for the twelve (12) months following the termination of his employment, Executive will not, directly or indirectly, solicit for the purpose of providing, or otherwise provide, any products or services competitive with the products or services offered by (or planned to be offered by, assuming Executive was aware of those plans while employed by Company) the Company Group to any customer of the Company Group about whom/which Executive acquired non-public information during the twenty-four (24) months preceding the end of Executive’s employment with the Company. (d) Executive agrees that for the twelve (12) months following the termination of his employment, Executive will not request or advise any customer, supplier, licensee, licensor, landlord or other business relation of the Company Group with whom/which Executive had contact on behalf of the Company Group during the twenty-four (24) months preceding the termination of Executive’s employment with the Company to withdraw, curtail or cancel its business dealings with such member of the Company Group. (e) Executive agrees that for the twelve (12) months following the termination of his employment, Executive will not directly or indirectly recruit solicit, or solicit assist any other person in soliciting, any employee of the Company Group for or its affiliates (as of your termination of employment with the Company) or encourage any person who, as of such date, was in the process of being recruited by the Company or its affiliates, or induce any such employee to terminate his or her employment with the Company or its affiliates; or (iv) hire or assist another in hiring any employee of the Company Group to leave such member of or its affiliates who potentially possesses the Company Groupor its Affiliate’s employConfidential Information for a position where the employee’s knowledge of such information might be relevant. An employee The provisions of this Section 9 shall be deemed covered by this clause (e) while employed by the Company Group and for a period of twelve (12) months thereafter. (f) In addition, Executive agrees that for the twelve (12) months following the termination of his employment, Executive will not provide, in any capacity, Restricted Services addition to any business located restrictive covenants that are set forth in or otherwise required by Company benefit plans, including but not limited to the United States or Germany which provides services or products competitive with those sold or provided by Change in Control Severance Plan and the Severance Pay Plan. In the case of a discrepancy between this Section and any member of such restrictive covenant, the Company Group during the twenty-four (24) months preceding the end of Executive’s employment with the Company. The term “Restricted Services” shall mean services similar to those which Executive provided any member of the Company Group during the twenty-four (24) months preceding Executive’s termination of employment, for whatever reason, and which would involve use or disclosure of the Company’s Confidential Informationmore restrictive language will apply.

Non-Solicitation; Non-Competition. (a) In further consideration Without the prior written consent of the compensation to be paid to Executive hereunderCompany, Executive acknowledges that in the course of his employment with the Company Group, he has and will continue to become familiar with the Company Group’s trade secrets and with other Confidential Information concerning the Company Group and that his services shall be of special, unique and extraordinary value to the Company Group. Therefore, Executive agrees that while an employee of the Company Group, Executive will not directly or indirectly compete against any member of the Company Group or directly or indirectly divert or attempt to divert any business from any member of the Company Group anywhere such company is doing business. (b) Executive agrees that for the twelve (12) months following the termination of his employment, Executive will not, directly or indirectly, solicit for the purpose of providing, or otherwise provide, any products or services competitive with the products or services offered by (or planned to be offered by, assuming Executive was aware of those plans while employed by Company) the Company Group to any customer of the Company Group with whom/which Executive had contact on behalf of the Company Group during the twenty-four (24) months preceding the end of Executive’s employment with the Company. (c) Executive agrees that for the twelve (12) months following the termination of his employment, Executive will not, directly or indirectly, solicit for the purpose of providing, or otherwise provide, any products or services competitive with the products or services offered by (or planned to be offered by, assuming Executive was aware of those plans while employed by Company) the Company Group to any customer of the Company Group about whom/which Executive acquired non-public information during the twenty-four (24) months preceding the end of Executive’s employment with the Company. (d) Executive agrees that for the twelve (12) months following the termination of his employment, Executive will not request or advise any customer, supplier, licensee, licensor, landlord or other business relation of the Company Group with whom/which Executive had contact on behalf of the Company Group during the twenty-four (24) months preceding the termination of Executive’s employment with the Company to withdraw, curtail or cancel its business dealings with such member of the Company Group. (e) Executive agrees that for the twelve (12) months following the termination of his employment, Executive will not directly or indirectly recruit or solicit any employee of the Company Group for employment or encourage any employee of the Company Group to leave such member of the Company Group’s employ. An employee shall be deemed covered by this clause (e) while employed by the Company Group Employment Term and for a period of twelve (12) months thereafter. (f) In addition, Executive agrees that for the twelve (12) months following after the termination of his employmentyour employment with the Company for any reason, Executive will not provideyou shall not: (i) become engaged in or otherwise become interested in, directly or indirectly (whether as an owner, officer, employee, consultant, director, stockholder, or otherwise), any company, enterprise or entity that, in any capacitymarket served by the Company, Restricted Services provides, or has made substantial preparation to any business located in the United States or Germany which provides provide, services or products competitive that compete with any portion of the Company’s business, other than as a holder of not more than two percent (2%) of the equity securities of any such company, enterprise or entity the equity securities of which are listed on a national securities exchange; (ii) for the purpose of providing services or products similar to those sold or provided by the Company in the conduct of the business, directly or indirectly solicit, or assist any member other person in soliciting, any customer of the Company Group (x) with whom you had contact during the twenty-four (24) months preceding the end of Executive’s your employment with the Company. The term “Restricted Services” shall mean services similar to those , (y) about which Executive provided you learned non-public information during your employment with the Company, or (z) whose account you oversaw during your employment with the Company; or (iii) for purposes of employment with an entity other than the Company, directly or indirectly solicit, or assist any member other person in soliciting, any person who was an employee of the Company Group during the twenty-four (24) months preceding Executive’s or its affiliates as of your termination of employmentemployment with the Company, for whatever reasonor any person who, and which would involve use as of such date, was in the process of being recruited by the Company or disclosure its affiliates to become an employee of the Company’s Confidential InformationCompany or its affiliates (each such person, a “Protected Employee”), or induce any Protected Employee to terminate his or her employment with the Company or its affiliates. (b) You acknowledge that the protections of the Company set forth in this Section 10 are fair and reasonable. You agree that remedies at law for a breach or threatened breach of the provisions of this Section 10 would be inadequate and, therefore, the Company shall be entitled, in addition to any other available remedies, without posting a bond, to equitable relief in the form of specific performance, temporary restraining order, temporary or permanent injunction, or any other equitable remedy that may be then available.

Non-Solicitation; Non-Competition. (a) In further consideration For a period of four (4) years from the compensation to be paid to Executive hereunderClosing Date, Executive acknowledges that in without the course prior written consent of his employment with the Company GroupBuyer, he has and will continue to become familiar with the Company Group’s trade secrets and with other Confidential Information concerning the Company Group and that his services shall be of special, unique and extraordinary value to the Company Group. Therefore, Executive agrees that while an employee of the Company Group, Executive will not directly or indirectly compete against any member of the Company Group or directly or indirectly divert or attempt to divert any business from any member of the Company Group anywhere such company is doing business. (b) Executive agrees that for the twelve (12) months following the termination of his employment, Executive will notneither DuPont nor its Subsidiaries shall, directly or indirectly, solicit for employment or hire (whether as an employee, consultant or otherwise) any officer, plant manager, other member of senior management or technical fellows (including, without limitation, those persons in job categories listed on Section 5.13(a) to the purpose of providingDisclosure Schedules) who was a Business Employee immediately prior to the Closing; provided that DuPont, its Subsidiaries and their officers, directors and employees shall not be precluded from soliciting or hiring, or otherwise providetaking any other action with respect to, any products such Person who has been terminated by Buyer or services competitive its Affiliates (including a Transferred DPC Company or any Subsidiary thereof) prior to, commencement of employment discussions between DuPont, its Subsidiaries or any of their officers, directors or employees and such Person; and provided, further, that DuPont and its Subsidiaries shall not be restricted from engaging in general or public solicitations or advertising (including through the use of employment agencies) not targeted at any such Persons described above. (b) Commencing on and for a period of four (4) years following the Closing Date, DuPont shall not, and shall cause its Affiliates not to, directly or (except with respect to individual components or ingredients in Products) indirectly, develop, design, manufacture, market, distribute or sell any Product or Ancillary Product in the products DPC Field of Use or services offered by engage in the DPC Additional Protected Activities or hold any ownership interest in any Person who engages in such activities (the "Prohibited Activities"). For avoidance of doubt, Prohibited Activities do not include, and DuPont and its Subsidiaries may engage in, the development, designing, manufacture, marketing, distribution and sale of individual components or planned ingredients of Product or Ancillary Product (but not Product or Ancillary Product itself other than with respect to be offered byindividual components or ingredients therein) in the DPC Field of Use to the manufacturer of, assuming Executive was aware of those plans while employed by Company) the Company Group to but not an end user, distributor or reseller of, any customer Product or Ancillary Product; provided that such activities are not in violation of the Company Group with whom/which Executive had contact on behalf Intellectual Property Cross-License Agreement or other obligation herein or in any other Related Agreement or in any Local Asset Transfer Agreement concerning use of the Company Group during the twenty-four (24) months preceding the end of Executive’s employment with the CompanyIntellectual Property or Confidential Information. (c) Executive agrees Notwithstanding the foregoing, the parties agree that for the twelve nothing herein shall prohibit DuPont and its Subsidiaries from: (12i) months following the termination of his employment, Executive will not, directly acquiring or indirectly, solicit for the purpose of providinginvesting in any Person, or otherwise providethe assets thereof, any products or services competitive with the products or services offered by if less than ten percent (or planned to be offered by, assuming Executive was aware of those plans while employed by Company10%) the Company Group to any customer of the Company Group about whom/which Executive gross revenues, assets and income of such Person or assets (based on such Person's latest annual audited consolidated financial statements) are related to or were derived from any of the Prohibited Activities and the gross revenues of such Person derived from any of the Prohibited Activities (based on such financial statements) do not exceed $50,000,000; (ii) acquiring or investing in any Person, or the assets thereof, if ten percent (10%) or more than ten percent (10%) of the gross revenues, assets and income of such Person or assets (based on such Person's latest annual audited consolidated financial statements) are related to or were derived from any of the Prohibited Activities or the gross revenues of such Person (based on such financial statements) derived from any of the Prohibited Activities exceed $50,000,000; provided, that within one year of such acquisition, DuPont or its Subsidiaries enter into a definitive agreement to divest themselves of all or substantially all of the assets or operations so acquired non-public information during that are engaged in any of the twenty-four Prohibited Activities (24and use commercially reasonable efforts to consummate such transaction as soon as reasonably practicable thereafter); and provided, further, that such divesture is consummated within one year of entering into such definitive agreement; (iii) months preceding acquiring or investing in securities representing not more than five percent (5%) of the end outstanding voting power or equity securities of Executive’s employment with the Companyany Person; or (iv) acquiring or investing in any equity interest in any Person by any bona fide employee benefit plan of DuPont or its Subsidiaries. (d) Executive agrees The parties agree that, notwithstanding anything to the contrary in Section 5.13(b), the provisions of Section 5.13(b) shall not prohibit (i) DuPont's or any of its Subsidiaries' ownership or operation of, or the activities of, any Joint Ventures the equity interests of which have not been transferred to Buyer or one of its Subsidiaries at the Closing, (ii) DuPont or any of its Subsidiaries from performing under any Contract or Shared Contract or owning or operating any other Asset that for the twelve (12) months following the termination constitutes a DPC Asset which is not transferred, conveyed or assigned to Buyer or one of his employment, Executive will not request or advise any customer, supplier, licensee, licensor, landlord or other business relation its Subsidiaries as of the Company Group with whom/which Executive had contact on behalf Closing Date or (iii) DuPont or any of the Company Group during the twenty-four (24) months preceding the termination of Executive’s employment with the Company to withdraw, curtail its Subsidiaries from performing its obligations under this Agreement or cancel its business dealings with such member of the Company Groupany Local Asset Transfer Agreement or Related Agreement. (e) Executive agrees that for The following terms used in this Agreement shall have the twelve (12) months following the termination of his employment, Executive will not directly or indirectly recruit or solicit any employee of the Company Group for employment or encourage any employee of the Company Group to leave such member of the Company Group’s employ. An employee shall be deemed covered by this clause (e) while employed by the Company Group and for a period of twelve (12) months thereafter. (f) In addition, Executive agrees that for the twelve (12) months following the termination of his employment, Executive will not provide, in any capacity, Restricted Services to any business located in the United States or Germany which provides services or products competitive with those sold or provided by any member of the Company Group during the twenty-four (24) months preceding the end of Executive’s employment with the Company. The term “Restricted Services” shall mean services similar to those which Executive provided any member of the Company Group during the twenty-four (24) months preceding Executive’s termination of employment, for whatever reason, and which would involve use or disclosure of the Company’s Confidential Information.meanings:

Non-Solicitation; Non-Competition. 1 (a) In further consideration of From and after the compensation to be paid to Executive hereunderdate hereof until the date that is twenty four (24) months following the Closing Date, Executive acknowledges that in the course of his employment with the Company GroupSeller shall not, he has and will continue to become familiar with the Company Group’s trade secrets and with shall cause its Affiliates (other Confidential Information concerning the Company Group and that his services shall be of specialthan, unique and extraordinary value prior to the Company Group. ThereforeClosing, Executive agrees that while an employee of the Company GroupGroup Companies) not to, Executive will not directly or indirectly compete against any member of the Company Group or directly or indirectly divert encourage, induce, recruit, solicit or attempt to divert encourage, induce, recruit, solicit for employment or engagement as an independent contractor, or hire or engage as an independent contractor, any business from Covered Employee; provided that the foregoing restriction shall not apply to (i) generalized searches for employees or independent contractors through media advertisements of general circulation, employment search firms, online job boards, open job fairs or other similar means which are not specifically targeted at such Covered Employees or hiring any member individual who responds to the same or (ii) the hiring or engagement of any Covered Employee whose employment or engagement as an independent contractor is terminated by Buyer or any of its Affiliates (including, following the Closing, the Group Companies) or who voluntarily ceases his or her employment or engagement with Buyer or its Affiliates (including, following the Closing, the Group Companies), in each case, at least twelve (12) months prior to the date of the Company Group anywhere such company is doing businessotherwise prohibited conduct. (b) Executive agrees From and after the date hereof until the date that for the twelve (12) months following the termination of his employment, Executive will not, directly or indirectly, solicit for the purpose of providing, or otherwise provide, any products or services competitive with the products or services offered by (or planned to be offered by, assuming Executive was aware of those plans while employed by Company) the Company Group to any customer of the Company Group with whom/which Executive had contact on behalf of the Company Group during the twenty-is twenty four (24) months preceding the end of Executive’s employment with the Company. (c) Executive agrees that for the twelve (12) months following the termination of his employmentClosing Date, Executive will Seller shall not, and shall cause its Affiliates (other than, prior to the Closing, the Group Companies) not to, directly or indirectly: (i) solicit any Business Relation with respect to any Business that such Business Relation conducts with any Group Company; or (ii) encourage, solicit for initiate or participate in discussions or negotiations with any Business Relation with respect to the purpose termination, diminishment or other adverse alteration of providinghis, her or otherwise provide, its relationship or prospective relationship with any products or services competitive Group Company in connection with the products or services offered by (or planned to be offered by, assuming Executive was aware of those plans while employed by Company) the Company Group to any customer of the Company Group about whom/which Executive acquired non-public information during the twenty-four (24) months preceding the end of Executive’s employment with the Company. (d) Executive agrees that for the twelve (12) months following the termination of his employment, Executive will not request or advise Business. “Business Relation” means any customer, supplier, licenseevendor, licensorclient, landlord distributor, licensor or licensee of any Group Company or other Person having a material business relation of the relationship with any Group Company Group with whom/which Executive had contact on behalf of the Company Group during the twenty-four (24) months preceding the termination of Executive’s employment in connection with the Company to withdraw, curtail or cancel its business dealings with such member of the Company Group. (e) Executive agrees that for Business during the twelve (12) months following 12)-month period preceding the termination Closing Date or any successor in interest of his employment, Executive will not directly or indirectly recruit or solicit any employee of the Company Group for employment or encourage any employee of the Company Group to leave such member of the Company Group’s employ. An employee shall be deemed covered by this clause (e) while employed by the Company Group and for a period of twelve (12) months thereafterforegoing. (f) In addition, Executive agrees that for the twelve (12) months following the termination of his employment, Executive will not provide, in any capacity, Restricted Services to any business located in the United States or Germany which provides services or products competitive with those sold or provided by any member of the Company Group during the twenty-four (24) months preceding the end of Executive’s employment with the Company. The term “Restricted Services” shall mean services similar to those which Executive provided any member of the Company Group during the twenty-four (24) months preceding Executive’s termination of employment, for whatever reason, and which would involve use or disclosure of the Company’s Confidential Information.

Non-Solicitation; Non-Competition. (a) In further consideration Seller agrees that for the period commencing on the Closing Date and expiring on the second (2nd) anniversary of the compensation to be paid to Executive hereunderClosing Date, Executive acknowledges that in the course of his employment with the Company Group, he has and will continue to become familiar with the Company Group’s trade secrets and with other Confidential Information concerning the Company Group and that his services shall be of special, unique and extraordinary value to the Company Group. Therefore, Executive agrees that while an employee of the Company Group, Executive it will not directly or indirectly compete against (i) solicit for employment or any member similar arrangement any Transferred Employee or (ii) hire or assist any other Person in hiring any Transferred Employee; provided, however, that this Section 5.9(a) (i) shall not apply to Transferred Employees who have left the employment of Buyer or any of its Affiliates more than six (6) months prior to the Company Group date of first solicitation or directly hiring and (ii) shall not prohibit (A) general solicitations for employment through advertisements or indirectly divert other means not specifically directed toward employees of Buyer or attempt to divert its Affiliates or (B) hiring any business from any member of the Company Group anywhere such company Transferred Employee whose employment is doing businessterminated by Buyer. (b) Executive Seller agrees that for the twelve period commencing on the Closing Date and expiring on the second (122nd) months following anniversary of the termination Closing Date, it shall not, and shall cause each Non-Competition Party not to, directly or indirectly, on its own or through any other Person acting on its behalf, engage as a stockholder, owner, partner, joint venturer or independent contractor, or otherwise manage or engage, in any business that competes with the Business, in each case as conducted or actively pursued or marketed by Seller anywhere in the United States (together, a “Competing Business”). (c) Seller agrees that for the period commencing on the Closing Date and expiring on the fifth (5th) anniversary of his employmentthe Closing Date, Executive will it shall not, and shall cause each Non-Competition Party not to, directly or indirectly, submit a bid, participate in any joint venture (or teaming, collaboration, mentor or other agreement), the purpose of which is to submit a bid, or allow its name, past performance or any credentials to be used, for (i) any recompete or bid, in each case for any Government Contract or any extension, follow on, improvement, replacement, expansion of work or successor thereto (including any Government Contract which includes but is not limited to the sale of services or products that are included in an existing Government Contract or Government Bid), or any additional task orders in connection with such Government Contract (including any IDIQ Government Contracts), or (ii) any project, contract or opportunity set forth in the potential proposals or bids set forth on Section 5.9(c) of the Seller Disclosure Letter, that is due for submission in or bid prior to December 31, 2021 or is otherwise set forth on Section 5.9(c)(i) of the Seller Disclosure Letter and, in each case, is awarded to the Buyer or its subsidiaries (together the items identified in (i) and (ii), the “Legacy Recompetes and Opportunities”). For purposes of Section 5.9(b) and this Section 5.9(c), the Business includes, without limitation, the business of providing any of the services, products or technologies described in any Government Bid or Government Contract. (d) From and after the Closing Date, Seller and its Affiliates shall not, directly or indirectly, solicit on their own or through any other Person acting on their behalf (other than the Buyer), include in any Government Bid, any past performance information, evaluation or rating related to or associated with any Business Employee or the Business; provided, that, for the purpose avoidance of providingdoubt, Seller shall be permitted to include any past performance information, evaluation or otherwise provide, any products rating related to or services competitive associated with the products Business in submissions to prospective customers and customers that are not Federal Government Customers. The Parties agree that the use of such past performance information, evaluation or services offered by (or planned rating in Government Bids shall be the exclusive right of Buyer, subject to be offered by, assuming Executive was aware of those plans while employed by Company) the Company Group to any customer of proviso in the Company Group with whom/which Executive had contact on behalf of the Company Group during the twenty-four (24) months preceding the end of Executive’s employment with the Company. (c) Executive agrees that for the twelve (12) months following the termination of his employment, Executive will not, directly or indirectly, solicit for the purpose of providing, or otherwise provide, any products or services competitive with the products or services offered by (or planned to be offered by, assuming Executive was aware of those plans while employed by Company) the Company Group to any customer of the Company Group about whom/which Executive acquired non-public information during the twenty-four (24) months preceding the end of Executive’s employment with the Company. (d) Executive agrees that for the twelve (12) months following the termination of his employment, Executive will not request or advise any customer, supplier, licensee, licensor, landlord or other business relation of the Company Group with whom/which Executive had contact on behalf of the Company Group during the twenty-four (24) months preceding the termination of Executive’s employment with the Company to withdraw, curtail or cancel its business dealings with such member of the Company Groupsentence. (e) Executive agrees Notwithstanding the foregoing in this Section 5.9, nothing in Section 5.9(b) shall preclude Seller or any Non-Competition Party from: (i) being acquired for cash, stock or cash and stock by any Person engaged in (or Affiliates thereof are engaged in) a Competing Business so long as Seller and its Affiliates own less than 50% of the pro forma company in the event of an acquisition with stock consideration; (ii) acquiring and, after such acquisition, owning an interest in any Person that for is engaged in a Competing Business if such Competing Business generated less than 10% of such Person’s consolidated annual revenues in the twelve trailing 4 fiscal quarter period of such Person prior to such acquisition; provided, that, (12A) if, in any trailing 4 fiscal quarter period thereafter ending prior to the second (2nd) anniversary of the Closing Date, such Competing Business generates revenues that exceed 10% of such Person’s revenues in the trailing 4 fiscal quarter period of such Person prior to such acquisition, then (B) Seller, within nine (9) months following after the termination end of his employmentsuch trailing 4 fiscal quarter period, Executive will not directly shall discontinue, or indirectly recruit or solicit any employee enter into a definitive agreement to cause the divestiture of, a sufficient portion of the Company Group for employment Competing Business of such Person such that the restrictions set forth in this Section 5.9 would not operate to restrict such ownership; (iii) acquiring and, after such acquisition, owning an interest in any Person (or encourage any employee its successor) that is engaged in a Competing Business if (A) such Competing Business generated 10% or more of such Person’s consolidated annual revenues in the trailing 4 fiscal quarter period of such Person prior to such acquisition and (B) Seller, within nine (9) months after the consummation of such acquisition, discontinues, or enters into a definitive agreement to cause the divestiture of, a sufficient portion of the Company Group Competing Business of such Person such that the restrictions set forth in this Section 5.9 would not operate to leave restrict such member ownership; (iv) entering into or participating in a joint venture, partnership or other strategic business relationship with any Person engaged in a Competing Business, if such joint venture, partnership or other strategic business relationship does not engage in the Competing Business; or (v) exercising its rights or performing or complying with its obligations under or as contemplated by this Agreement or any of the Company Group’s employ. An employee shall be deemed covered by this clause (e) while employed by the Company Group and for a period of twelve (12) months thereafterAncillary Agreements. (f) In additionNotwithstanding the foregoing, Executive nothing in Section 5.9(b) or Section 5.9(c) shall preclude Seller or any Non-Competition Party from (i) providing services, products or technologies as part of a general offering to any Person that is not a Federal Government Customer so long as such Person is not permitted to resell or otherwise provide such services, products or technologies to a Federal Government Customer or (ii) passively owning up to 5% of the outstanding equity interests of any Person engaged in a Competing Business. (g) (i) Seller agrees that for the twelve period commencing on the Closing Date and expiring on the fifth (125th) months following anniversary of the termination Closing Date, it shall not, and shall cause each Non-Competition Party not to, on its own or through any other Person acting on its behalf, interfere with or disrupt Buyer’s performance of his employmentany of the Government Bids or Transferred Contracts transferred to Buyer hereunder; and (ii) Seller agrees that for the period commencing on the Closing Date and expiring on the second (2nd) anniversary of the Closing Date, Executive will it shall not, and shall cause each Non-Competition Party not provideto, on its own or through any other Person, induce or attempt to induce any Federal Government Customer of the Business as of the Closing Date or vendor serving the Business as of the Closing Date to cease or refrain from doing business with Buyer or any Affiliate thereof. (h) Seller acknowledges and agrees that, in executing this Agreement and agreeing to pay the Final Cash Consideration, Buyer considers the obligations of Seller to be valuable and an essential inducement to the execution of this Agreement and the consummation of the transactions contemplated hereby. Seller acknowledges and agrees that it has special knowledge concerning the Business and could substantially dilute the value thereof by competing with Buyer or any capacityof its Affiliates or soliciting or hiring employees of the Business or soliciting customers, Restricted Services suppliers or other Persons that have a business relationship with the Business from and after the Closing Date, and as a material inducement to Buyer to enter into this Agreement, Seller agrees to the terms in this Section 5.9 to preserve the value of Business being acquired by Buyer. (i) The Parties agree that irreparable damage would occur in the event that this Section 5.9 were not performed in accordance with its specific terms or were otherwise breached. It is accordingly agreed that the Buyer shall be entitled to an injunction or injunctions to prevent breaches of this Agreement and to enforce specifically the terms and provisions of this Agreement in the Chosen Courts, this being in addition to any business located other remedy to which Buyer is entitled at law or in equity. (j) Notwithstanding anything to the contrary herein, in the United States event of a Change of Control, the restrictions (i) set forth in Section 5.9(b) and Section 5.9(g)(ii) shall immediately terminate in the event that the acquiror (the “Acquiror”) is a Permitted Person and (ii) set forth in Section 5.9(c) and Section 5.9(g)(i) shall (A) immediately terminate if the Acquiror is a Permitted Person and (B) terminate on the second (2nd) anniversary of the Closing Date if the Acquiror is not a Permitted Person, provided, in either case, that until the fifth (5th) anniversary of the Closing Date, Seller shall, and shall cause the Non-Competition Parties and the Acquiror and its Affiliates to (1) prohibit any employee of the Seller or Germany which provides services or products competitive with those sold or provided by any the Non-Competition Parties as of the closing date of the Change of Control from becoming a member of any bidding team of any Affiliate of Seller in connection with any Legacy Recompetes and Opportunities and (2) not permit the Company Group during use of product names identified on Section 5.9(j)(2) of the twentySeller Disclosure Letter in any bid in respect of any Legacy Recompetes and Opportunities. Notwithstanding the foregoing, nothing in this Section 5.9(j) shall limit or otherwise affect any of the obligations or restrictions of the Seller, the Non-four (24) months preceding the end of Executive’s employment Competition Parties or their assigns in connection with the Company. The term “Restricted Services” shall mean services similar to those which Executive provided any member of the Company Group during the twenty-four (24) months preceding Executive’s termination of employment, for whatever reason, and which would involve use or disclosure of the Company’s Confidential InformationAncillary Agreements.

Non-Solicitation; Non-Competition. (a) In Executive acknowledges and agrees that the expertise and experience of Executive in the business of the Company is essential for the growth, success and stability of the Company. Executive further acknowledges and understands that the covenants set forth in this Section 5 are reasonable and necessary and part of the consideration provided to Executive by Athenex pursuant to the Acquisition. Therefore, in consideration of the compensation to be paid to Executive hereunder, Executive acknowledges that in the course of his employment with the Company Group, he has various covenants and will continue to become familiar with the Company Group’s trade secrets and with other Confidential Information concerning the Company Group and that his services shall be of special, unique and extraordinary value to the Company Group. Therefore, Executive agrees that while an employee obligations of the Company Grouppursuant to this Agreement and the other agreements described herein, as long as Executive receives the Base Salary, or if applicable, amounts paid during the Non-Compete Period, Executive will not directly or indirectly compete against any member of the Company Group or directly or indirectly divert or attempt to divert any business from any member of the Company Group anywhere such company is doing business. (b) Executive agrees that for the twelve (12) months following the termination of his employment, Executive will shall not, directly or indirectly: a. during the employment relationship and two (2) years following the termination of the employment relationship, knowingly solicit for any Person in the purpose of providing, or otherwise provide, any products or services competitive with the products or services offered by (or planned to be offered by, assuming Executive was aware of those plans while employed by Company) the Company Group to any customer employment of the Company Group (other than via a general advertisement or other solicitation not addressed specifically to such Person) to: (i) terminate such employment, and/or (ii) accept employment or enter into any consulting arrangements with whom/which Executive had any Person other than the Company; provided, however, this provision is not intended to and does not preclude Executive, on behalf of himself or another, from offering employment to or hiring any Person in the employment of the Company who initiates contact with Executive, inquires about employment or consulting opportunities, and/or otherwise responds to a general employment or similar notice issued on behalf of the Company Group during the twenty-four (24) months preceding the end of Executive’s employment with the Company. (c) Executive agrees that for the twelve (12) months following the termination of his employmentor another Person, Executive will notin each case, directly without any inducement from or indirectly, solicit for the purpose of providing, or otherwise provide, any products or services competitive with the products or services offered by (or planned to be offered by, assuming Executive was aware of those plans while employed by Company) the Company Group to any customer on behalf of the Company Group about whom/which Executive acquired non-public information during the twenty-four (24) months preceding the end of Executive’s employment . The prohibitions in this Section 5.a. include, but are not limited to using social media, such as LinkedIn, Facebook, and/or Twitter, to directly communicate with the Company. (d) Executive agrees that for the twelve (12) months following the termination of his employmentany employee, Executive will not request or advise any customer, supplier, licensee, licensor, landlord Prospective Customer or other business relation of the Company Group with whom/which Executive had contact or any of its Affiliates, it being understood that any general update to Executive’s title or employer on behalf of the Company Group Executive’s profile on such social media shall not be considered such direct communication; b. during the twenty-four employment relationship and one (241) months preceding the termination of Executive’s employment with the Company to withdraw, curtail or cancel its business dealings with such member of the Company Group. (e) Executive agrees that for the twelve (12) months year following the termination of his employmentthe employment relationship, Executive will not directly call on, solicit, accept business from, or indirectly recruit provide service to, or solicit sell to any employee supplier, licensee, licensor, customer, Prospective Customer, or other business relation of the Company Group for employment Company, or induce, encourage or cause any employee of such supplier, licensee, licensor, customer, Prospective Customer, or other business relation to reduce or terminate its business relationship with the Company Group to leave such member of the Company Group’s employ. An employee shall be deemed covered by this clause (e) while employed by the Company Group and for a period of twelve (12) months thereafter.; (fi) In additionExcept as provided in Section 5.c.iii. and subject to Section 5.c.ii. below, Executive agrees that for during the twelve employment relationship and one (121) months year following the termination of the employment relationship (the “Non-Compete Period”), either for himself or for any other Person, own, manage, control, participate in, consult with, render services for, permit his employment, Executive will not provide, name to be used or in any capacity, Restricted Services to other manner or capacity engage in any business located in or enterprise which constitutes a Competitive Business within ninety (90) miles of the United States or Germany which provides services or products competitive with those sold or provided by any member principal office of the Company Group during as set forth in the twenty-four introduction to this Agreement (24) months preceding or as may be changed on the end of Executive’s employment with the Company. The term “Restricted Services” shall mean services similar to those which Executive provided any member records of the Company Group during pursuant to Section 8 hereof) (the twenty“Territory”). For purposes of this Agreement, the term “participate” includes any direct or indirect interest in any enterprise, whether as an officer, director, employee, partner, sole proprietor, agent, representative, independent contractor, consultant, executive, franchisor, franchisee, creditor, owner, member, shareholder or otherwise; provided, that the Competitive Business activities prohibited hereunder shall not include passive ownership of less than 5% of the stock of a privately-four held or publicly-held corporation. (24ii) months preceding Notwithstanding the provisions of Section 5.c.i. or any other provision in this Agreement to the contrary, in the event of (A) a termination of the employment relationship upon or after the expiration of the initial Term, (B) a termination of this Agreement pursuant to clause 4.a.ii. without Good Reason, or (C) a termination of this Agreement pursuant to clause 4.a.ii. for Good Reason or clause 4.a.iii. for any reason other than Cause at any point when the Non-Compete Period extends beyond the Severance Period, and only for such time period after the Severance Period, then the Company shall be deemed to have waived Executive’s termination compliance with the provisions of employment, for whatever reasonSection 5.c.i., and shall have no further obligations to the Executive other than those described in Sections 4.b.i., 4.b.ii., 4.d.i., and 4.f.i. unless the Company shall, at its sole option, provide Executive with written notice within ten (10) business days of the effective date of such termination that the Company has elected to enforce the provisions of Section 5.c.i following such termination, in which would involve use or disclosure case the Company shall continue pay to Executive (I) the full amount of the Base Salary, and (II) an amount equal to the Company’s Confidential Informationcontribution toward the healthcare insurance coverage which Executive and his family, if applicable, was or were receiving as of the date of termination, in each case in cash, payable at the same times and in a materially similar manner as Company payroll for the entire Non-Compete Period. For the avoidance of doubt, the provisions of this Section 5.c.ii., and any waiver by the Company of the provisions of Section 5.c.i. pursuant hereto, shall in no way affect Executive’s obligations and covenants contained in Sections 5.a., 5.b. and 6. (iii) The provisions of Section 5.c.i and 5.c.ii shall be of no force and effect following a termination of employment relationship after a Change in Control.

Non-Solicitation; Non-Competition. (a) In further consideration of the compensation to be paid to Executive hereunder, Executive Employee acknowledges and agrees that in during the course of his employment with Employer, Employee has had or will have access to, or participate in, the Company Groupdevelopment of relationships with, he has the personnel, employees, friends, acquaintances, associates, clients, trade, patronage, customers, suppliers, and will continue to become familiar with the Company Group’s trade secrets and with other Confidential Information concerning the Company Group and that his services shall be of special, unique and extraordinary value to the Company Group. Therefore, Executive agrees that while an employee vendors of the Company GroupIMIC Group (collectively, Executive will not directly or indirectly compete against any member "Contacts"). Employee hereby agrees that, without the express written consent of the Company Group or directly or indirectly divert or attempt to divert any business from any member of the Company Group anywhere such company is doing business. (b) Executive agrees that Employer, for the twelve (12) months following the period of Employee's employment with Employer and for one year thereafter, whether termination of his employmentsuch employment is for cause or without cause, Executive will voluntary or involuntary, Employee shall not, directly or indirectly, solicit for Employee, or for the purpose benefit of providingor in conjunction with any person or entity: (i) Solicit, sell, divert, take away, transfer or otherwise provideinterfere with any relationship of the IMIC Group to a Contact, any products except that Employee may make purchases from non-exclusive suppliers or services competitive vendors of the IMIC Group provided that there is no interference with the products services rendered by such suppliers and vendors to the IMIC Group thereby; (ii) Solicit, hire, entice away, disturb or services offered by (in any other manner persuade any employee or planned to be offered by, assuming Executive was aware of those plans while employed by Company) the Company Group to any customer vendor of the Company IMIC Group with whom/which Executive had contact on behalf who was an employee or vendor of the Company IMIC Group during the twenty-four (24) months preceding term of this Agreement to alter, modify or terminate that employee's employment relationship or the end of Executive’s employment vendor's relationship with the Company.IMIC Group; or (ciii) Executive agrees that for Own, manage, operate, join, control or participate in the twelve (12) months following the termination of his employmentownership, Executive will notmanagement, directly operation or indirectly, solicit for the purpose of providingcontrol of, or be connected with as a director, officer, employee, partner, consultant or otherwise provide, in any products or services competitive with the products or services offered by (or planned to be offered by, assuming Executive was aware of those plans while employed by Company) the Company Group to any customer of the Company Group about whom/which Executive acquired non-public information during the twenty-four (24) months preceding the end of Executive’s employment with the Company. (d) Executive agrees business organization that for the twelve (12) months following the termination of his employment, Executive will not request or advise any customer, supplier, licensee, licensor, landlord or other business relation of the Company Group with whom/which Executive had contact on behalf of the Company Group during the twenty-four (24) months preceding the termination of Executive’s employment with the Company to withdraw, curtail or cancel its business dealings with such member of the Company Group. (e) Executive agrees that for the twelve (12) months following the termination of his employment, Executive will not directly or indirectly recruit competes, or, in the event any such business organization engages in more than one business activity, in the subsidiary, division, branch or solicit any employee unit of such business organization which directly or indirectly competes, with the business of the Company IMIC Group for employment or encourage any employee within and outside of the Company Group to leave such member of United States at any time during the Company Group’s employ. An employee shall be deemed covered by this clause (e) while employed by the Company Group Employment Term and for a period of twelve (12) 12 months thereafter. (f) In addition, Executive agrees that for the twelve (12) months following after the termination of Employee's employment by Employer for any reason; provided that ownership of not more than one percent of the stock of any public corporation shall not constitute a violation of these provisions. Employee further covenants and agrees that during the course of Employee's employment by Employer, and subsequent to the termination thereof, for any reason, Employee shall not disparage or otherwise portray in a negative light, whether verbally or in writing to any third party, the IMIC Group, its business or any of its shareholders, directors, officers, employees, or agents. In making the aforesaid covenants, Employee represents and warrants to Employer that, in the event of the termination of this Agreement, his employmentexperience and capabilities are such that he can obtain employment not competitive with the business of Employer, Executive and that the enforcement of such covenants by way of injunction will not provide, in any capacity, Restricted Services to any business located in the United States or Germany which provides services or products competitive with those sold or provided by any member of the Company Group during the twenty-four (24) months preceding the end of Executive’s employment with the Company. The term “Restricted Services” shall mean services similar to those which Executive provided any member of the Company Group during the twenty-four (24) months preceding Executive’s termination of employment, for whatever reason, and which would involve use or disclosure of the Company’s Confidential Informationprevent him from earning a livelihood.

Non-Solicitation; Non-Competition. (a) In further consideration Without the prior written consent of the compensation to be paid to Executive hereunderCompany, Executive acknowledges that in during the course term of his your employment with the Company Group, he has and will continue to become familiar for a period of six (6) months after the termination of your employment with the Company Group’s trade secrets and with other Confidential Information concerning Company, either unilaterally by you or by the Company Group and for Cause, you shall not (i) become engaged in or otherwise become interested in a role that his provides or intends to provide similar services shall be of special, unique and extraordinary value to in the Company Group. Therefore, Executive agrees that while an employee geographical area served during your employment; (ii) directly or indirectly solicit or assist any other person in soliciting any client of the Company Group, Executive will not directly or indirectly compete against any member of the Company Group or directly or indirectly divert or attempt to divert any business from any member of the Company Group anywhere such company is doing business. (b) Executive agrees that for with whom you had direct professional contact during the twelve (12) months following immediately prior to the termination of his employment, Executive will not, directly or indirectly, solicit for your employment with the purpose of providingCompany and during which you learned confidential information, or otherwise provide, any products or services competitive with the products or services offered by (or planned to be offered by, assuming Executive was aware of those plans while employed by Company) the Company Group to any customer of the Company Group with whom/which Executive had contact on behalf of the Company Group whose account you oversaw during the twenty-four (24) months preceding the end of Executive’s your employment with the Company. ; (ciii) Executive agrees that for the twelve (12) months following the termination of his employment, Executive will not, directly or indirectly, solicit for the purpose of providing, or otherwise provide, any products or services competitive with the products or services offered by (or planned to be offered by, assuming Executive was aware of those plans while employed by Company) the Company Group to any customer of the Company Group about whom/which Executive acquired non-public information during the twenty-four (24) months preceding the end of Executive’s employment with the Company. (d) Executive agrees that for the twelve (12) months following the termination of his employment, Executive will not request or advise any customer, supplier, licensee, licensor, landlord or other business relation of the Company Group with whom/which Executive had contact on behalf of the Company Group during the twenty-four (24) months preceding the termination of Executive’s employment with the Company to withdraw, curtail or cancel its business dealings with such member of the Company Group. (e) Executive agrees that for the twelve (12) months following the termination of his employment, Executive will not directly or indirectly recruit solicit, or solicit assist any other person in soliciting, any employee of the Company Group for or its affiliates (as of your termination of employment with the Company) or encourage any person who, as of such date, was in the process of being recruited by the Company or its affiliates, or induce any such employee to terminate his or her employment with the Company or its affiliates; or (iv) hire or assist another person in hiring any employee of the Company Group or its affiliates who potentially possesses the Company's or its affiliate's confidential information for a position where the employee's knowledge of such information might be relevant. The provisions of this Section 15 shall be in addition to leave any restrictive covenants that are set forth in or otherwise required by Company benefit plans. In the case of a discrepancy between this Section and any such member restrictive covenant, the more restrictive language will apply. Each of the Company Group’s employ. An employee foregoing restrictions contained in Section 15 constitutes an entirely separate and independent restriction on you and shall be deemed covered by this clause (e) while employed by read and construed independently of the other undertakings and agreements herein contained. You and the Company Group agree that the restrictions contained in Section 15 are reasonable in scope and for a period duration and are necessary to protect the Company's confidential information and other business interests. If any provision of twelve (12) months thereafter. (f) In addition, Executive agrees that for the twelve (12) months following the termination of his employment, Executive will not provide, in any capacity, Restricted Services Section 15 as applied to any business located party or to any circumstance is adjudged by an arbitrator or court of competent jurisdiction to be invalid or unenforceable, the same will in no way affect any other circumstance or the United States validity or Germany which provides services enforceability of this Agreement. If any such provision, or products competitive with those sold or provided by any member part thereof, is held to be unenforceable because of the Company Group during scope, duration or geographic area covered thereby, the twenty-four (24) months preceding parties agree that the end court or arbitrator making such determination will have the power to reduce the scope and/or duration and/or geographic area of Executive’s employment with such provision, and/or to delete or revise specific words or phrases, and in its modified form, such provision will then be enforceable and will be enforced. 16. The parties agree and acknowledge that the breach of Section 14 or 15 will cause irreparable damage to the Company. The term “Restricted Services” shall mean services similar to those which Executive provided , and upon actual or threatened breach of any member provision of either section the Company Group during will be entitled to seek from a court of competent jurisdiction immediate injunctive relief, specific performance or other equitable relief without the twenty-four necessity of posting a bond or other security and that this will in no way limit any other remedies which the Company may have (24) months preceding Executive’s termination of employmentincluding, for whatever reasonwithout limitation, and which would involve use or disclosure of the Company’s Confidential Informationright to seek monetary damages).

Non-Solicitation; Non-Competition. (a) In further consideration of Executive acknowledges, and the compensation to be paid to Executive hereunderCompany agrees, Executive acknowledges that in the course of his employment with the Company Group, he has and will continue to become familiar with the Company Group’s trade secrets and with other Confidential Information concerning the Company Group and that his services shall be of special, unique and extraordinary value to the Company Group. Therefore, Executive agrees that while an employee of the Company Group, Executive will not directly or indirectly compete against any member of the Company Group or directly or indirectly divert or attempt to divert any business from any member of the Company Group anywhere such company is doing business. (b) Executive agrees that for the twelve (12) months following the termination of his employment, Executive will not, directly or indirectly, solicit for the purpose of providing, or otherwise provide, any products or services competitive with the products or services offered by (or planned to be offered by, assuming Executive was aware of those plans while employed by Company) the Company Group to any customer of the Company Group with whom/which Executive had contact on behalf of the Company Group during the twenty-four (24) months preceding the end of Executive’s employment with the Company. (c) , Executive will be provided and become familiar with the Company’s and its affiliates’ trade secrets and Confidential Information. Executive further acknowledges that having access to and knowledge of the Confidential Information of the Company and its affiliates is essential to the performance of his duties with the Company and that such information is an extremely valuable and unique asset of the Company and its affiliates that gives them a competitive advantage over persons or entities that do not possess such information and knowledge. Therefore, Executive agrees that in consideration for the twelve (12) months following Company’s promise to provide him Confidential Information and trade secrets of the termination of his employmentCompany and its affiliates, in addition to other consideration provided herein, Executive will not, during the Employment Period and for a period of eighteen (18) months (such period, the “ Restricted Period”) thereafter, directly or indirectly contact or solicit vendors, suppliers, customers or clients of the Company or its affiliates with whom Executive had direct or indirect contact or about whom Executive received proprietary, confidential or otherwise non-public information for the purpose of providing services relating to well servicing, well workover, fluid management and well completion services and related engineering consulting services for the oil and gas industry and equipment rentals related thereto (the “Business”) or interfere with, disrupt or attempt to disrupt the relationship, contractual or otherwise, between the Company or any of its affiliates and any vendor, supplier, customer or client of the Company or any of its affiliates or in any way encourage them to terminate or otherwise alter their relationship with the Company or any affiliate. Executive further agrees that during the Employment Period and the Restricted Period, he shall not, directly or indirectly, solicit for the purpose of providing, or otherwise provide, provide any products or services competitive related to the Business, to the Company’s or its affiliates’ customers and clients, or prospective customers and clients with whom Executive had direct or indirect contact or about whom Executive received proprietary, confidential or otherwise non-public information, nor utilize the contacts, goodwill and rapport he established with any customers and clients to take away or divert business or income away from the Company or its affiliates to other persons or entities. For purposes of this Section 8, “customers and clients” shall mean and include those customers, clients and prospective customers and clients who contacted or were contacted by the Company or its affiliates to do business with the products Company or services offered by such affiliates. (or planned b) Executive further agrees that in consideration for the Company’s promise to be offered by, assuming Executive was aware of those plans while employed by Company) the Company Group to any customer provide him Confidential Information and trade secrets of the Company Group about whom/which Executive acquired non-public information and its affiliates, in addition to other consideration provided herein, he will not, during the twentyEmployment Period or the Restricted Period, directly or indirectly recruit, solicit, hire or retain (as an independent contractor, employee or otherwise) or attempt to recruit, solicit, hire or retain any employee, independent contractor, or former (within the then-four preceding eighteen (2418) months preceding month period) employee or independent contractor of the end Company or its affiliates, or encourage any employee or independent contractor of Executive’s employment the Company or its affiliates to leave the employ or engagement of the Company or its affiliates, as the case may be. (c) In addition, except for services and duties performed pursuant to this Agreement by Executive for or on behalf of the Company and its affiliates during the Employment Period, Executive agrees that, during the Employment Period and the Restricted Period, Executive will not for any reason whatsoever, directly or indirectly, for himself or on behalf of or in conjunction with any other person, company, partnership, corporation, business or other entity of whatever nature, engage in, make loans to, own, operate, manage, control, become financially interested in or otherwise have any connection with, whether as an officer, director, manager, employee, independent contractor, advisor, sales representative, consultant, shareholder, owner, partner, member or in any other capacity, the CompanyBusiness within North America (the “ Territory”) and anywhere outside of the Territory where the Company or its affiliates have made sales or significant sales efforts with respect to their goods or services relating to the Business during the Employment Period or the Restricted Period; provided, however, that the passive ownership by Executive of less than one percent (1%) of any class of equity securities of any corporation, if such equity securities are listed on a national securities exchange or are quoted on NASDAQ, will not be deemed to be a breach of this Section 8. (d) Executive agrees If, at the time of enforcement of this Section 8, a court or other tribunal shall hold that the duration, geography or scope restrictions stated herein are unreasonable under circumstances then existing, the Parties agree that the maximum duration, geography or scope reasonable under such circumstances shall be substituted for the twelve (12) months following stated duration, geography or scope and that the termination of his employment, Executive will not request or advise any customer, supplier, licensee, licensor, landlord court or other business relation of tribunal shall reform the Company Group with whom/which Executive had contact on behalf of restrictions contained herein to cover the Company Group during the twenty-four (24) months preceding the termination of Executive’s employment with the Company to withdrawmaximum duration, curtail or cancel its business dealings with such member of the Company Groupgeography and scope permitted by law. (e) If Executive agrees that for the twelve (12) months following the termination breaches any provision of his employment, Executive will not directly or indirectly recruit or solicit any employee of the Company Group for employment or encourage any employee of the Company Group to leave such member of the Company Group’s employ. An employee shall be deemed covered by this clause (e) while employed by the Company Group and for a period of twelve (12) months thereafter. (f) In additionSection 8, Executive agrees to and acknowledges that for the twelve (12) months following time periods set forth herein shall be extended by the termination time period of his employment, Executive will not provide, in any capacity, Restricted Services to any business located in the United States or Germany which provides services or products competitive with those sold or provided by any member of the Company Group during the twenty-four (24) months preceding the end of Executive’s employment with the Company. The term “Restricted Services” shall mean services similar to those which Executive provided any member of the Company Group during the twenty-four (24) months preceding Executive’s termination of employment, for whatever reason, and which would involve use or disclosure of the Company’s Confidential Informationsuch breach.

Non-Solicitation; Non-Competition. (a) In further consideration For a period of two (2) years from the Closing Date, none of Seller, its Subsidiaries or any of their officers, directors or employees shall, directly or indirectly, (i) solicit for employment or hire (whether as an employee, consultant or otherwise) any individual who was an employee of a Business Subsidiary immediately prior to Closing; provided that Seller, its Subsidiaries and their officers, directors and employees shall not be precluded from soliciting or hiring, or taking any other action with respect to any such person who (A) has been terminated by Buyer or its Affiliates (including a Business Subsidiary) prior to commencement of employment discussions between Seller, its Subsidiaries or any of their officers, directors or employees and such person, or (B) responds to general or public solicitation not targeted at employees of Buyer or any of its Affiliates, including the Business Subsidiaries (including by a bona fide search firm) or (ii) solicit, persuade, encourage or take any other action which is intended to induce (A) any vendor or supplier of the compensation Business Subsidiaries to adversely alter, modify or discontinue its relationship with the Business Subsidiaries or (B) any customer or client of the Business Subsidiaries to discontinue, or not to commence, purchasing from the Business Subsidiaries; provided, that Seller and its Affiliates shall not be paid restricted from engaging in general or public solicitations or advertising not targeted at any such Persons described above. (i) For a period of thirty (30) months from the Closing Date, with respect to Executive hereundereach Competitive Business, Executive acknowledges each Restricted Party (as defined below) shall not, either directly or indirectly as a stockholder, investor, member, partner or otherwise, own, manage, operate or engage in such Competitive Business (as defined below) in any of the jurisdictions in which Seller operates the particular Competitive Business as of immediately prior to the Closing. Notwithstanding the foregoing, (A) the purchase or resulting ownership by a Restricted Party of a Person that derives less than (x) ten percent (10%) of its total annual revenues or (y) $5 million in annual revenues from a Competitive Business, measured for the fiscal year ended immediately prior to the date of such purchase, shall not constitute a breach of this Section 5.13(b); provided, however, that in the course case of his employment a Person that derives $5 million or more in annual revenues, but less than ten percent (10%) of its total annual revenues, from a Competitive Business, Seller shall divest to an unaffiliated third party, or cause the applicable Restricted Party to divest, with respect to the Company Groupportion of such Person that engages in a Competitive Business as soon as reasonably practicable, he has and will continue in any event not later than six months, following the acquisition of such ownership or interest (except that the obligations set forth in this proviso shall not apply to become familiar with Seller or any other Restricted Party in the Company Group’s trade secrets and with other Confidential Information concerning event that Seller or such Restricted Party consummates the Company Group and that his services acquisition of such Person at any time after the twenty four (24) month anniversary of the Closing Date), (B) nothing in this Section 5.13(b) shall be construed to prohibit the Restricted Parties from providing, or otherwise restrict or limit the right of specialthe Restricted Parties to provide, unique services of a nature provided by Seller and extraordinary value its Subsidiaries other than the Business Subsidiaries as of the date of this Agreement or from seeking and obtaining licenses and authorizations necessary for the operation of Seller and its Subsidiaries after the date of this Agreement, and (C) the Restricted Parties may, directly or indirectly, hold publicly traded interests in or securities of any Person engaged in a Competitive Business to the Company Group. Therefore, Executive agrees extent that while an employee of the Company Group, Executive will not directly or indirectly compete against any member of the Company Group or directly or indirectly divert or attempt to divert any business from any member of the Company Group anywhere such company is doing business. (b) Executive agrees that for the twelve (12) months following the termination of his employment, Executive will investment does not, directly or indirectly, solicit for confer on the purpose Restricted Parties more than ten percent (10%) of providing, or otherwise the voting power of such Person. Buyer expressly acknowledges that Seller and its Subsidiaries other than the Business Subsidiaries currently provide, any and will continue to provide following the Closing, products or and services which may be competitive with the products or and services offered by (or planned to be offered by, assuming Executive was aware of those plans while employed by Company) the Company Group to any customer of the Company Group with whom/which Executive had contact on behalf of the Company Group during the twenty-four (24) months preceding the end of Executive’s employment with the CompanyBusiness Subsidiaries. (cii) Executive agrees that For the purposes of this Agreement, “Restricted Party” shall mean (i) Seller and (ii) each Affiliate of Seller for the twelve (12) months following the termination of his employment, Executive will not, directly or indirectly, solicit for the purpose of providing, or otherwise provide, any products or services competitive with the products or services offered by (or planned to be offered by, assuming Executive was aware of those plans while employed by Company) the Company Group to any customer of the Company Group about whom/which Executive acquired non-public information during the twenty-four (24) months preceding the end of Executive’s employment with the Company. (d) Executive agrees period that for the twelve (12) months following the termination of his employment, Executive will not request or advise any customer, supplier, licensee, licensor, landlord or other business relation of the Company Group with whom/which Executive had contact on behalf of the Company Group during the twenty-four (24) months preceding the termination of Executive’s employment with the Company to withdraw, curtail or cancel its business dealings with such member of the Company Group. (e) Executive agrees that for the twelve (12) months following the termination of his employment, Executive will not Affiliate is directly or indirectly recruit or solicit any employee owned by Seller. For the purposes of the Company Group for employment or encourage any employee of the Company Group to leave such member of the Company Group’s employ. An employee shall be deemed covered by this clause (e) while employed by the Company Group and for a period of twelve (12) months thereafter. (f) In additionAgreement, Executive agrees that for the twelve (12) months following the termination of his employment, Executive will not provide, in any capacity, Restricted Services to any business located in the United States or Germany which provides services or products competitive with those sold or provided by any member of the Company Group during the twenty-four (24) months preceding the end of Executive’s employment with the Company. The term “Restricted ServicesCompetitive Business” shall mean services similar the Business as presently conducted by each Business Subsidiary solely in those jurisdictions and with respect only to those which Executive provided any member aspects of such Business Subsidiary’s operations in such jurisdiction as of immediately prior to the Company Group during the twenty-four (24) months preceding Executive’s termination of employment, for whatever reason, and which would involve use or disclosure of the Company’s Confidential InformationClosing.

Non-Solicitation; Non-Competition. (a) In further consideration of Executive acknowledges, and the compensation to be paid to Executive hereunderCompany agrees, Executive acknowledges that in the course of his employment with the Company Group, he has and will continue to become familiar with the Company Group’s trade secrets and with other Confidential Information concerning the Company Group and that his services shall be of special, unique and extraordinary value to the Company Group. Therefore, Executive agrees that while an employee of the Company Group, Executive will not directly or indirectly compete against any member of the Company Group or directly or indirectly divert or attempt to divert any business from any member of the Company Group anywhere such company is doing business. (b) Executive agrees that for the twelve (12) months following the termination of his employment, Executive will not, directly or indirectly, solicit for the purpose of providing, or otherwise provide, any products or services competitive with the products or services offered by (or planned to be offered by, assuming Executive was aware of those plans while employed by Company) the Company Group to any customer of the Company Group with whom/which Executive had contact on behalf of the Company Group during the twenty-four (24) months preceding the end of Executive’s employment with the Company. (c) , Executive will be provided and become familiar with the Company’s and its affiliates’ trade secrets and Confidential Information. Executive further acknowledges that having access to and knowledge of the Confidential Information of the Company and its affiliates is essential to the performance of his duties with the Company and that such information is an extremely valuable and unique asset of the Company and its affiliates that gives them a competitive advantage over persons or entities that do not possess such information and knowledge. Therefore, Executive agrees that in consideration for the twelve (12) months following Company’s promise to provide him Confidential Information and trade secrets of the termination of his employmentCompany and its affiliates, in addition to other consideration provided herein, Executive will not, during the Employment Period and for a period of [eighteen (18) months] (such period, the “ Restricted Period”) thereafter, directly or indirectly contact or solicit vendors, suppliers, customers or clients of the Company or its affiliates with whom Executive had direct or indirect contact or about whom Executive received proprietary, confidential or otherwise non-public information for the purpose of providing services relating to well servicing, well workover, fluid management and well completion services and related engineering consulting services for the oil and gas industry and equipment rentals related thereto (the “Business”) or interfere with, disrupt or attempt to disrupt the relationship, contractual or otherwise, between the Company or any of its affiliates and any vendor, supplier, customer or client of the Company or any of its affiliates or in any way encourage them to terminate or otherwise alter their relationship with the Company or any affiliate. Executive further agrees that during the Employment Period and the Restricted Period, he shall not, directly or indirectly, solicit for the purpose of providing, or otherwise provide, provide any products or services competitive related to the Business to the Company’s or its affiliates’ customers and clients, or prospective customers and clients with whom Executive had direct or indirect contact or about whom Executive received proprietary, confidential or otherwise non-public information, nor utilize the contacts, goodwill and rapport he established with any customers and clients to take away or divert business or income away from the Company or its affiliates to other persons or entities. For purposes of this Section 8, “customers and clients” shall mean and include those customers, clients and prospective customers and clients who contacted or were contacted by the Company or its affiliates to do business with the products Company or services offered by such affiliates. (or planned b) Executive further agrees that in consideration for the Company’s promise to be offered by, assuming Executive was aware of those plans while employed by Company) the Company Group to any customer provide him Confidential Information and trade secrets of the Company Group about whom/which Executive acquired non-public information and its affiliates, in addition to other consideration provided herein, he will not, during the twentyEmployment Period or the Restricted Period, directly or indirectly recruit, solicit, hire or retain (as an independent contractor, employee or otherwise) or attempt to recruit, solicit, hire or retain any employee, independent contractor, or former (within the then-four preceding eighteen (2418) months preceding month period) employee or independent contractor of the end Company or its affiliates, or encourage any employee or independent contractor of Executive’s employment the Company or its affiliates to leave the employ or engagement of the Company or its affiliates, as the case may be. (c) In addition, except for services and duties performed pursuant to this Agreement by Executive for or on behalf of the Company and its affiliates during the Employment Period, Executive agrees that, during the Employment Period and the Restricted Period, Executive will not for any reason whatsoever, directly or indirectly, for himself or on behalf of or in conjunction with any other person, company, partnership, corporation, business or other entity of whatever nature, engage in, make loans to, own, operate, manage, control, become financially interested in or otherwise have any connection with, whether as an officer, director, manager, employee, independent contractor, advisor, sales representative, consultant, shareholder, owner, partner, member or in any other capacity, the CompanyBusiness within North America (the “ Territory”) and anywhere outside of the Territory where the Company or its affiliates have made sales or significant sales efforts with respect to their goods or services relating to the Business during the Employment Period or the Restricted Period; provided, however, that the passive ownership by Executive of less than one percent (1%) of any class of equity securities of any corporation, if such equity securities are listed on a national securities exchange or are quoted on NASDAQ, will not be deemed to be a breach of this Section 8. (d) Executive agrees If, at the time of enforcement of this Section 8, a court or other tribunal shall hold that the duration, geography or scope restrictions stated herein are unreasonable under circumstances then existing, the Parties agree that the maximum duration, geography or scope reasonable under such circumstances shall be substituted for the twelve (12) months following stated duration, geography or scope and that the termination of his employment, Executive will not request or advise any customer, supplier, licensee, licensor, landlord court or other business relation of tribunal shall reform the Company Group with whom/which Executive had contact on behalf of restrictions contained herein to cover the Company Group during the twenty-four (24) months preceding the termination of Executive’s employment with the Company to withdrawmaximum duration, curtail or cancel its business dealings with such member of the Company Groupgeography and scope permitted by law. (e) Executive agrees that for the twelve (12) months following the termination of his employment, Executive will not directly or indirectly recruit or solicit any employee of the Company Group for employment or encourage any employee of the Company Group to leave such member of the Company Group’s employ. An employee shall be deemed covered by this clause (e) while employed by the Company Group and for a period of twelve (12) months thereafter. (f) In addition, Executive agrees that for the twelve (12) months following the termination of his employment, Executive will not provide, in any capacity, Restricted Services to any business located in the United States or Germany which provides services or products competitive with those sold or provided by any member of the Company Group during the twenty-four (24) months preceding the end of Executive’s employment with the Company. The term “Restricted Services” shall mean services similar to those which Executive provided any member of the Company Group during the twenty-four (24) months preceding Executive’s termination of employment, for whatever reason, and which would involve use or disclosure of the Company’s Confidential Information.