Common use of Noncompete and Nonsolicitation Clause in Contracts

Noncompete and Nonsolicitation. During the term of this Agreement and for a period of the greater of (a) one year after termination or expiration of this Agreement or (b) the period during which a Severance Amount or consulting arrangement is being paid to Employee by the Company (the "NONCOMPETE PERIOD"), Employee will not, directly or indirectly, own, manage, operate, control, provide services to, be employed by, participate in, or be connected in any manner with the ownership, management, operation, or control of any business which develops, manufactures, distributes or sells the same type of products as the Company, or products which are the functional equivalent of the Company's products or currently planned products, within and to the same market as the Company's market at the time of Employee's proposed activity or, after the termination of this Agreement, at or prior to the time of such termination. Employee certifies that his employment with the Company will not breach a previous employment agreement. Employee agrees not to engage in the unauthorized use of the proprietary assets of others during the term of his employment by the Company. Employee agrees not to enter into any other employment agreement, oral or written, which will run concurrently, in whole or in part, with Employee's employment by the Company without the prior written approval of the CEO of the Company. It is agreed that any breach of this section of the Agreement will cause immediate irreparable harm to the Company and that monetary damages for such breach would be difficult if not impossible to ascertain. Therefore, the parties agree that upon any breach of the covenants of this section the Company may obtain from the district court for the City and County of Denver, Colorado, or any other court of competent jurisdiction, an appropriate restraining order, preliminary injunction or other form of equitable relief with respect thereto. Nothing contained herein shall be construed as prohibiting the Company from pursuing any other available remedies for such breach, including the recovery of damages, costs, and attorney fees. The foregoing agreement not to compete shall not be held invalid because of the scope of the territory or the actions restricted thereby, or the period of time within which such agreement is operative; but any judgment by a court of competent jurisdiction may define the maximum territory and actions subject to, and restricted by, this paragraph and the period of time during which such agreement is enforceable. Notwithstanding the foregoing, in the event of a Change of Control, as hereinafter defined, not recommended by a majority of the Board of Directors of the Company as constituted prior to the date of such Change of Control, this non-compete agreement shall terminate upon the date of such Change of Control.

Noncompete and Nonsolicitation. During the term of this Agreement and for a period of the greater of (a) one year after termination or expiration of this Agreement or (b) the period during which a Severance Amount or SEVERANCE AMOUNT, consulting arrangement or retirement benefit is being paid to Employee by the Company (the "NONCOMPETE PERIODNoncompete Period"), the Employee will not, directly or indirectly, own, manage, operate, control, provide services to, be employed by, participate in, or be connected in any manner with the ownership, management, operation, or control of any business which develops, manufactures, distributes is similar to the type of business conducted by the Company and which conducts such business or sells the same type of its products as the Company, or products which are the functional equivalent of the Company's products or currently planned products, within and to the same market as the Company's market at the time of Employee's proposed activity or, after the termination of this Agreement, at or prior to the time of such termination. Employee certifies that his employment with the Company will not breach a previous employment agreement. Employee agrees not to engage in the unauthorized use of the proprietary assets of others during the term of his employment by the Company. Employee agrees not to enter into any other employment agreement, oral or written, which will run concurrently, in whole or in part, with Employee's employment by the Company. Employee agrees not to solicit any other Company without employee during the prior written approval Noncompete Period to leave the employ of the CEO Company or to provide services to another person or business in lieu of providing services to the Company, including but not limited to services to a competitor of the Company, except when such other employee's departure is determined by management of the Company to be in the Company's best interests. It is agreed that any breach of this section of the Agreement will cause immediate irreparable harm to the Company and that monetary damages for such breach would be difficult if not impossible to ascertain. Therefore, the parties agree that upon any breach of the covenants of this section the Company may obtain from the district court for the City and County of Denver, Colorado, or any other court of competent jurisdiction, an appropriate restraining order, preliminary injunction or other form of equitable relief with respect thereto. Nothing contained herein shall be construed as prohibiting the Company from pursuing any other available remedies for such breach, including the recovery of damages, costs, and attorney fees. The foregoing agreement not to compete shall not be held invalid because of the scope of the territory or the actions restricted thereby, or the period of time within which such agreement is operative; but any judgment by a court of competent jurisdiction may define the maximum territory and actions subject to, and restricted by, this paragraph and the period of time during which such agreement is enforceableparagraph. Notwithstanding the foregoing, in the event of a Change of ControlCHANGE OF CONTROL, as hereinafter defined, not recommended by a majority of the Board of Directors of the Company as constituted prior to the date of such Change of ControlCHANGE OF CONTROL, this non-compete noncompete agreement shall terminate upon the date of such Change of ControlCHANGE OF CONTROL.

Noncompete and Nonsolicitation. During the term of this Agreement and for a period of the greater of (a) one year after termination or expiration of this Agreement or (b) the period during which a Severance Amount or consulting arrangement is being paid to Employee by the Company (the "NONCOMPETE PERIOD"), Employee will not, directly or indirectly, own, manage, operate, control, provide services to, be employed by, participate in, or be connected in any manner with the ownership, management, operation, or control of any business which develops, manufactures, distributes or sells the same type of products as the Company, or products which are the functional equivalent of the Company's products or currently planned products, within and to the same market as the Company's market at the time of Employee's proposed activity or, after the termination of this Agreement, at or prior to the time of such termination. Employee certifies that his employment with the Company will not breach a previous employment agreement. Employee agrees not to engage in the unauthorized use of the proprietary assets of others during the term of his employment by the Company. Employee agrees not to enter into any other employment agreement, oral or written, which will run concurrently, in whole or in part, with Employee's employment by the Company without the prior written approval of the CEO Board of Directors. Employee agrees not to solicit other Company employees during the Companynon-compete period. It is agreed that any breach of this section of the Agreement will cause immediate irreparable harm to the Company and that monetary damages for such breach would be difficult if not impossible to ascertain. Therefore, the parties agree that upon any breach of the covenants of this section the Company may obtain from the district court for the City and County of Denver, Colorado, or any other court of competent jurisdiction, an appropriate restraining order, preliminary injunction or other form of equitable relief with respect thereto. Nothing contained herein shall be construed as prohibiting the Company from pursuing any other available remedies for such breach, including the recovery of damages, costs, and attorney fees. The foregoing agreement not to compete shall not be held invalid because of the scope of the territory or the actions restricted thereby, or the period of time within which such agreement is operative; but any judgment by a court of competent jurisdiction may define the maximum territory and actions subject to, and restricted by, this paragraph and the period of time during which such agreement is enforceable. Notwithstanding the foregoing, in the event of a Change of Control, as hereinafter defined, not recommended by a majority of the Board of Directors of the Company as constituted prior to the date of such Change of Control, this non-compete agreement shall terminate upon the date of such Change of Control.

Noncompete and Nonsolicitation. During the term of this Agreement and for a period of the greater of (a) one year after termination or expiration of this Agreement or (b) the period during which a Severance Amount or Amount, as hereinafter defined, consulting arrangement or retirement benefit is being paid to Employee by the Company (the "NONCOMPETE PERIODNoncompete Period"), the Employee will not, directly or indirectly, own, manage, operate, control, provide services to, be employed by, participate in, or be connected in any manner with the ownership, management, operation, or control of any business which develops, manufactures, distributes is similar to the type of business conducted by the Company and which conducts such business or sells the same type of its products as the Company, or products which are the functional equivalent of the Company's products or currently planned products, within and to the same market as the Company's market at the time of Employee's proposed activity or, after the termination of this Agreement, at or prior to the time of such termination. Employee certifies that his employment with the Company will not breach a previous employment agreement. Employee agrees not to engage in the unauthorized use of the proprietary assets of others during the term of his employment by the Company. Employee agrees not to enter into any other employment agreement, oral or written, which will run concurrently, in whole or in part, with Employee's employment by the Company. Employee agrees not to solicit any other Company without employee during the prior written approval Noncompete Period to leave the employ of the CEO Company or to provide services to another person or business in lieu of providing services to the Company, including but not limited to services to a competitor of the Company, except when such other employee's departure is determined by management of the Company to be in the Company's best interests. It is agreed that any breach of this section of the Agreement will cause immediate irreparable harm to the Company and that monetary damages for such breach would be difficult if not impossible to ascertain. Therefore, the parties agree that upon any breach of the covenants of this section the Company may obtain from the district court for the City and County of Denver, Colorado, or any other court of competent jurisdiction, an appropriate restraining order, preliminary injunction or other form of equitable relief with respect thereto. Nothing contained herein shall be construed as prohibiting the Company from pursuing any other available remedies for such breach, including the recovery of damages, costs, and attorney fees. The foregoing agreement not to compete shall not be held invalid because of the scope of the territory or the actions restricted thereby, or the period of time within which such agreement is operative; but any judgment by a court of competent jurisdiction may define the maximum territory and actions subject to, and restricted by, this paragraph and the period of time during which such agreement is enforceableparagraph. Notwithstanding the foregoing, in the event of a Change of Control, as hereinafter defined, not recommended by a majority of the Board of Directors of the Company as constituted prior to the date of such Change of Control, this non-compete noncompete agreement shall terminate upon the date of such Change of Control.

Noncompete and Nonsolicitation. During the term of this Agreement Board Period and for a period of eighteen (18) months after Executive's Termination (unless Executive has been terminated without Cause, in which case, during the greater Board Period and for a period of twelve(12) months thereafter) , Executive will not (a) one year after termination for himself or expiration of this Agreement on behalf of, or (b) the period during which a Severance Amount in conjunction with any other person or consulting arrangement is being paid to Employee by the Company (the "NONCOMPETE PERIOD"persons, limited liability company, partnership, proprietorship, corporation or other business entity), Employee will not, directly or indirectly, own, manage, operate, control, provide services to, be employed by, consult with, participate in, or be connected in any manner with the ownership, management, operation, consulting or control of of, any business which develops, manufactures, distributes or sells the same type of products as the Company, or products which are the functional equivalent of engaged in the Company's products Business, and operating anywhere in North America, Continental Europe and the United Kingdom, Bahamas and any other country where the Company is operating or currently planned products, within and to has a joint venture on the same market as the Companydate of Executive's market at the time of Employee's proposed activity or, after the termination of employment. Notwithstanding anything contrary in this Agreementparagraph, at this covenant not to compete shall not prohibit Executive from owning less than 2% of any class of stock in any publicly traded corporation provided that Executive has no rights or prior to affiliation with such corporation other than his rights as a stockholder. In the time event of such termination. Employee certifies that his employment with any actual or threatened breach by Executive of the provisions of this non-competition covenant, the Company will not breach and/or ASIG shall, notwithstanding the provisions of paragraph 9(j), be entitled to a previous employment agreement. Employee agrees not to engage in the unauthorized use of the proprietary assets of others during the term of his employment by the Company. Employee agrees not to enter into temporary and/or permanent injunction from any other employment agreement, oral or written, which will run concurrently, in whole or in part, with Employee's employment by the Company without the prior written approval of the CEO of the Company. It is agreed that any breach of this section of the Agreement will cause immediate irreparable harm to the Company and that monetary damages for such breach would be difficult if not impossible to ascertain. Therefore, the parties agree that upon any breach of the covenants of this section the Company may obtain from the district court for the City and County of Denver, Colorado, or any other court of competent jurisdiction, an appropriate restraining order, preliminary injunction without posting bond or other form of equitable relief security, restraining Executive from owning, managing, operating, controlling, being employed by, participating in or being in any way so connected with respect theretoany such business. Nothing contained herein stated shall be construed as prohibiting the Company and/or ASIG from pursuing any other remedies available remedies to the Company and/or ASIG for such breach or threatened breach, including the recovery of damagesdamages from Executive. During the Board Period and for a period of eighteen (18) months after Executive's Termination, costs, and attorney fees. The foregoing agreement not to compete Executive shall not be held invalid because of the scope of the territory directly or the actions restricted thereby, indirectly through another entity (i) induce or the period of time within which such agreement is operative; but attempt to induce any judgment by a court of competent jurisdiction may define the maximum territory and actions subject to, and restricted by, this paragraph and the period of time during which such agreement is enforceable. Notwithstanding the foregoing, in the event of a Change of Control, as hereinafter defined, not recommended by a majority of the Board of Directors employee of the Company or its direct or indirect Subsidiaries, or in any way interfere with the relationship between the Company or its direct or indirect Subsidiaries and any employee thereof, (ii) hire any person who was an employee of the Company or its direct or indirect Subsidiaries at any time while Executive served as constituted prior Chairman or (iii) induce or attempt to induce any customer, supplier, licensee, licensor, franchisee or other business relation of the Company or its direct or indirect Subsidiaries to cease doing business with the Company or its direct or indirect Subsidiaries, or in any way interfere with the relationship between any such customer, supplier, licensee or business relation and the Company or its direct or indirect Subsidiaries (including, without limitation, making any negative statements or communications about the Company or the Company's stockholders, other directors or management). If any one of the restrictions contained herein shall for any reason be held to be excessively broad as to duration or geographical area, it shall be deemed amended by limiting and reducing it so as to be valid and enforceable to the date of such Change of Control, this non-compete agreement shall terminate upon the date of such Change of Controlextent compatible with applicable law.

Noncompete and Nonsolicitation. During the term of this Agreement and for a period of the greater of (a) one year after termination or expiration of this Agreement or (b) the period during which a Severance Amount or consulting arrangement is being paid to Employee by the Company (the "NONCOMPETE PERIODNoncompete Period"), the Employee will not, directly or indirectly, own, manage, operate, control, provide services to, be employed by, participate in, or be connected in any manner with the ownership, management, operation, or control of any business which develops, manufactures, distributes or sells the same type of products as the Company, or products which are the functional equivalent of the Company's products or currently planned products, within and to the same market as the Company's market at the time of Employee's proposed activity or, after the termination of this Agreement, at or prior to the time of such termination. Employee certifies that his employment with the Company will not breach a previous employment agreement. Employee agrees not to engage in the unauthorized use of the proprietary assets of others during the term of his employment by the Company. Employee agrees not to enter into any other employment agreement, oral or written, which will run concurrently, in whole or in part, with Employee's employment by the Company, provided, however, that the Company without acknowledges and agrees that Employee may, for a period of up to three (3) months after the prior written approval date of this Agreement, provide consulting services on a part time basis to his former employer in order to assist it in the CEO transition and training of the Companyhis replacement. It is agreed that any breach of this section of the Agreement will cause immediate irreparable harm to the Company and that monetary damages for such breach would be difficult if not impossible to ascertain. Therefore, the parties agree that upon any breach of the covenants of this section the Company may obtain from the district court for the City and County of Denver, Colorado, or any other court of competent jurisdiction, an appropriate restraining order, preliminary injunction or other form of equitable relief with respect thereto. Nothing contained herein shall be construed as prohibiting the Company from pursuing any other available remedies for such breach, including the recovery of damages, costs, and attorney fees. The foregoing agreement not to compete shall not be held invalid because of the scope of the territory or the actions restricted thereby, or the period of time within which such agreement is operative; but any judgment by a court of competent jurisdiction may define the maximum territory and actions subject to, and restricted by, this paragraph and the period of time during which such agreement is enforceable. Notwithstanding the foregoing, in the event of a Change of Control, as hereinafter defined, not recommended by a majority of the Board of Directors of the Company as constituted prior to the date of such Change of Control, this non-compete agreement shall terminate upon the date of such Change of Control.of

Noncompete and Nonsolicitation. During the term of this Agreement and for a period of the greater of one (a1) one year after termination or expiration of this Agreement or (b) the period during which a Severance Amount or consulting arrangement is salary and employee benefits are being paid to Employee by the Company and for a period of two (2) years thereafter (the "NONCOMPETE PERIODNoncompete Period"), the Employee will not, directly or indirectly, own, manage, operate, control, provide services to, be employed by, participate in, or be connected in any manner with the ownership, management, operation, or control of any business which develops, manufactures, distributes is similar to the type of business conducted by the Company and which conducts such business or sells the same type of its products as the Company, or products which are the functional equivalent of the Company's products or currently planned products, within and to the same market as the Company's market at the time of Employee's proposed activity or, after the termination of this Agreement, at or prior to the time of such termination. Employee certifies that his employment with the Company will not breach a previous employment agreementmarket. Employee agrees not to engage in solicit any other Company employee during the unauthorized use Noncompete Period to leave the employ of the proprietary assets Company or to provide services to another person or business in lieu of others during the term of his employment by providing services to the Company. Employee agrees , including but not limited to enter into any other employment agreement, oral or written, which will run concurrently, in whole or in part, with Employee's employment by the Company without the prior written approval of the CEO services to a competitor of the Company, except when such other employee's departure is determined by management of the Company to be in the Company's best interests. It is agreed that any breach of this section of the Agreement during the Consulting Period will cause immediate irreparable harm to the Company and that monetary damages for such breach would be difficult if not impossible to ascertain. Therefore, the parties agree that upon any breach of the covenants of this section during the Consulting Period the Company may obtain from the district court for the City and County of Denver, Colorado, or any other court of competent jurisdiction, an appropriate restraining order, preliminary injunction or other form of equitable relief with respect thereto. Nothing contained herein shall be construed as prohibiting the Company from pursuing any other available remedies for such breachbreach during the Consulting Period, including the recovery of damages, costs, and attorney fees. The foregoing agreement not to compete shall not be held invalid because of the scope of the territory or the actions restricted thereby, or the period of time within which such agreement is operative; but any judgment by a court of competent jurisdiction may define the maximum territory and actions subject to, and restricted by, this paragraph and the period of time during which such agreement is enforceable. Notwithstanding the foregoing, in the event of a Change of Control, as hereinafter defineddefined in the Employment Agreement, not recommended by a majority of the Board of Directors of the Company as constituted prior to the date of such Change of Control, this non-compete agreement shall terminate upon the date of such Change of Control.